BYLAW
NO. 1
of
6650309
CANADA INC. (the “Corporation”)
1. REGISTERED
OFFICE
1.1 The
registered office of the Corporation shall be in the place within Ontario
specified in the articles of the Corporation and at such location therein
as the
directors may from time to time determine.
2. CORPORATE
SEAL
2.1 Until
changed by the directors the corporate seal of the Corporation shall be in
the
form impressed in the margin hereof.
3. DIRECTORS
3.1 Number
and Quorum. The number of directors shall be not fewer than the minimum and
not more than the maximum provided in the articles, at least one-third of
whom
shall not be officers or employees of the Corporation or of any of its
affiliates. The number of directors shall be determined by the directors
when
they are empowered by special resolution to make such determination and
otherwise the number of directors shall be determined by special resolution.
Two-fifths of the number of directors so determined or such greater number
as
may be fixed by the directors or shareholders shall constitute a quorum for
the
transaction of business at any meeting of directors.
3.2 Qualification.
No person shall be qualified to be a director if he is less than eighteen
years
of age; if he is of unsound mind and has been so found by a court in Canada
or
elsewhere; or if he has the status of a bankrupt. A majority of the directors
shall be resident Canadians.
3.3 Election
and Term of Office. The directors shall be elected at each annual meeting of
shareholders of the Corporation and each director shall hold office until
the
close of the first annual meeting following his election provided that if
an
election of directors is not held at an annual meeting of shareholders, the
directors then in office shall continue in office until their successors
are
elected. Retiring directors are eligible for re-election.
3.4 Vacation
of Office. A director ceases to hold office if he dies, is removed from
office by the shareholders, ceases to be qualified for election as a director
or, subject to the Business Corporations Act, resigns by a written
resignation received by the Corporation. A written resignation of a director
becomes effective at the time it is received by the Corporation, or at the
time
specified in the resignation, whichever is later.
3.5 Removal
of Directors. The shareholders may by ordinary resolution at an annual or
special meeting of shareholders remove any director or directors from office
provided that where the holders of any class or series of shares have an
exclusive right to elect one or more directors, a director so elected may
only
be removed by an ordinary resolution of the shareholders of that class
or
series. A vacancy created by the removal of a director may be filled at
the
meeting of the shareholders at which the director is removed.
3.6 Vacancies.
Subject to the Act, a quorum of directors may fill a vacancy among the
directors. A director appointed or elected to fill a vacancy holds office
for
the unexpired term of his predecessor.
3.7 Action
by Directors. The directors shall manage or supervise the management of the
business and affairs of the Corporation. The powers of the directors may
be
exercised at a meeting (subject to sections 3.8 and 3.9) at which a quorum
is
present or by resolution in writing signed by all the directors entitled
to vote
on that resolution at a meeting of the directors. Where there is a vacancy
in
the board of directors the remaining directors may exercise all the powers
of
the board so long as a quorum remains in office.
3.8 Canadian
Majority at Meetings. The directors shall not transact business at a meeting
other than filling a vacancy in the board unless a majority of directors
present
are resident Canadians or if a resident Canadian director who is unable to
be
present approves in writing or by telephone or other communications facilities
the business transacted at the meeting and a majority of resident Canadian
directors would have been present had that director been present at the
meeting.
3.9 Meeting
by Telephone. If all the directors of the Corporation present at or
participating in the meeting consent, a meeting of directors or of a committee
of directors may be held by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting
to
communicate with each other simultaneously and instantaneously, and a director
participating in such a meeting by such means is deemed to be present at
that
meeting.
3.10 Place
of Meetings. Meetings of directors may be held at any place within or
outside of Ontario. A majority of the meetings of directors need not be held
within Canada in any financial year of the Corporation.
3.11 Calling
of Meetings. Meetings of the directors shall be held at such time and place
as the Chairman of the Board, the President or any two directors may
determine.
3.12 Notice
of Meeting. Notice of the time and place of each meeting of directors shall
be given to each director by telephone not less than 48 hours before the
time of
the meeting or by written notice not less than four days before the day of
the
meeting and need not specify the purpose of or the business to be transacted
at
the meeting. Meetings of the directors may be held at any time without notice
if
all the directors have waived or are deemed to have waived notice.
3.13 First
Meeting of New Board. No notice shall be necessary for the first meeting of
newly-elected directors held immediately following their election at a meeting
of shareholders.
3.14 Adjourned
Meeting. Notice of an adjourned meeting of directors is not required if the
time and place of the adjourned meeting is announced at the original
meeting.
3.15 Regular
Meetings. The directors may appoint a day or days in any month or months for
regular meetings and shall designate the place and time at which such meetings
are to be held. A copy of any resolution of directors fixing the place and
time
of regular meetings of the board shall be sent to each director forthwith
after
being passed, and no other notice shall be required for any such regular
meeting.
3.16 Chairman.
The Chairman of the Board, or in his absence the President if a director,
or in
his absence a director chosen by the directors at the meeting shall be the
chairman of any meeting of directors.
3.17 Voting
at Meetings. Questions arising at any meeting of directors shall be decided
by a majority of votes. In the case of an equality of votes, the chairman
of the
meeting, in addition to his original vote, shall have a second or casting
vote.
3.18 Conflict
of Interest. A director or officer who is a party to, or who is a director
or officer of or has a material interest in, any person who is a party to
a
material contract or transaction or proposed material contract or transaction
with the Corporation shall disclose the nature and extent of his interest
at the
time and in the manner provided by the Act.
3.19 Remuneration
and Expenses. The directors shall be paid such remuneration as the directors
may from time to time by resolution determine. The directors shall also be
entitled to be paid their travelling and other expenses properly incurred
by
them in going to, attending and returning from meetings of directors or
committees of directors. If any director or officer of the Corporation shall
be
employed by or shall perform services for the Corporation otherwise than
as a
director or officer or shall be a member of a firm or a shareholder, director
or
officer of a body corporate which is employed by or performs services for
the
Corporation, the fact of his being a director or officer of the Corporation
shall not disentitle such director or officer or such firm or body corporate,
as
the case may be, from receiving proper remuneration for such
services.
4. COMMITTEES
4.1 Committees
of Directors. The directors may appoint from among their number one or more
committees of directors and delegate to them any of the powers of the directors
except those which under the Act a committee of directors has no authority
to
exercise. A majority of any members of any such committee shall be resident
Canadians.
4.2 Audit
Committee. The directors shall appoint from among their number an audit
committee composed of not fewer than three directors, a majority of whom
are not
officers or employees of the Corporation or any affiliate of the Corporation.
The audit committee shall review the financial statements of the Corporation
and
shall report thereon to the directors of the Corporation before such financial
statements are approved by the directors. The auditor of the Corporation
is
entitled to receive notice of every meeting of the audit committee and, at
the
expense of the Corporation, to attend and be heard thereat; and, if so requested
by a member of the audit committee, shall attend every meeting of the committee
held during the term of office of the auditor. The auditor of the Corporation
or
any member of the audit committee may call a meeting of the
committee.
4.3 Transaction
of Business. Subject to section 3.09 the powers of a committee appointed by
the directors may be exercised at a meeting at which a quorum is present
or by
resolution in writing signed by all members of the committee entitled to
vote on
that resolution at a meeting of the committee. Meetings of a committee may
be
held at any place in or outside Canada.
4.4 Procedure.
Unless otherwise determined by the directors each committee shall have power
to
fix its quorum and to regulate its procedure.
5. OFFICERS
5.1 General.
The directors may from time to time appoint a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary, a Treasurer and such
other
officers as the directors may determine, including one or more assistants
to any
of the officers so appointed. The officers so appointed may but need not
be
members of the board of directors except as provided in sections 5.3 and
5.4.
5.2 Term
of Office. Any officer may be removed by the directors at any time but such
removal shall not affect the rights of such officer under any contract of
employment with the Corporation. Otherwise, each officer shall hold office
until
his successor is appointed.
5.3 The
Chairman of the Board. The Chairman of the Board, if any, shall be appointed
from among the directors and shall, when present, be chairman of meetings
of
shareholders and directors and shall have such other powers and duties as
the
directors may determine.
5.4 The
President. Unless the directors otherwise determine, the President shall be
the chief executive officer of the Corporation and shall have general
supervision of its business and affairs and in the absence of the Chairman
of
the Board shall be chairman at meetings of shareholders and directors when
present.
5.5 Vice-President.
A Vice-President shall have such powers and duties as the directors or the
President may determine.
5.6 Secretary.
The Secretary shall give, or cause to be given, all notices required to be
given
to shareholders, directors, auditors and members of committees; shall attend
and
be secretary of all meetings of shareholders, directors and committees appointed
by the directors and shall enter or cause to be entered on books kept for
that
purpose minutes of all proceedings at such meetings; shall be the custodian
of
the corporate seal of the Corporation and of all records, books, documents
and
other instruments belonging to the Corporation; and shall have such other
powers
and duties as the directors or the President may determine.
5.7 Treasurer.
The Treasurer shall keep proper books of account and accounting records with
respect to all financial and other transactions of the Corporation; shall
be
responsible for the deposit of money, the safe-keeping of securities and
the
disbursement of the funds of the Corporation; shall render to the directors
when
required an account of all his transactions as Treasurer and of the financial
position of the Corporation; and he shall have such other powers and duties
as
the directors or the President may determine.
5.8 Other
Officers. The powers and duties of all other officers shall be such as the
directors or the President may determine. Any of the powers and duties of
an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the directors or the President otherwise
direct.
5.9 Variation
of Duties. The directors may, from time to time, vary, add to or limit the
powers and duties of any officer.
5.10 Conflict
of Interest. An officer shall disclose his interest in any material contract
or proposed material contract in accordance with section 3.18.
5.11 Agents
and Attorneys. The directors shall have power from time to time to appoint
agents or attorneys for the Corporation in or out of Canada with such powers
(including the power to sub-delegate) of management, administration or otherwise
as the directors may specify.
6. PROTECTION
OF DIRECTORS, OFFICERS AND OTHERS
6.1 Indemnification
of Directors and Officers. The Corporation shall indemnify a director or
officer, a former director or officer or a person who acts or acted at the
Corporation’s request as a director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and the heirs and legal
representatives of such a person to the extent permitted by the
Act.
6.2 Insurance.
The Corporation may purchase and maintain insurance for the benefit of any
person referred to in section 6.1 to the extent permitted by the
Act.
7. MEETINGS
OF SHAREHOLDERS
7.1 Annual
Meetings. The annual meeting of the shareholders shall be held at the
registered office of the Corporation or at such other place, in or outside
Ontario, at such time in each year as the directors may determine, for the
purpose of receiving the reports and statements required to be placed before
the
shareholders at an annual meeting, electing directors, appointing an auditor
or
auditors, and for the transaction of such other business as may properly
be
brought before the meeting.
7.2 Other
Meetings. The directors shall have power at any time to call a special
meeting of shareholders to be held at such time and at such place, in or
outside
Ontario, as may be determined by the board of directors.
7.3 Electronic
Meetings. A meeting of shareholders may be held by telephonic or electronic
means and a shareholder who, through those means, votes at a meeting or
establishes a communications link to a meeting shall be deemed to be present
at
that meeting.
7.4 Notice
of Meetings. Notice of the time and place of a meeting of shareholders shall
be given not less than twenty-one days nor more than fifty days before the
meeting to each holder of shares carrying voting rights at the close of business
on the record date for notice, to each director and to the auditor of the
Corporation. Notice of a meeting of shareholders at which special business
is to
be transacted shall state or be accompanied by a statement of the nature
of that
business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon and shall include the text of any special resolution or
by-law
to be submitted to the meeting. All business transacted at a special meeting
of
shareholders and all business transacted at an annual meeting of shareholders,
except consideration of the minutes of an earlier meeting, the financial
statements and auditor’s report, election of directors and reappointment of the
incumbent auditor, shall be deemed to be special business.
7.5 Record
Date for Notice. For the purpose of determining shareholders entitled to
receive notice of a meeting of shareholders, the directors may fix in advance
a
date as the record date for
such
determination of shareholders, but the record date shall not precede by more
than fifty days or by less than twenty-one days the date on which the meeting
is
to be held. Where no record date is fixed, the record date for the determination
of shareholders entitled to receive notice of a meeting of shareholders shall
be
at the close of business on the day immediately preceding the day on which
the
notice is given, or, if no notice is given, shall be the day on which the
meeting is held. If a record date is fixed, unless notice of the record date
is
waived in writing by every holder of a share of the class or series affected
whose name is set out in the securities register at the close of business
on the
day the directors fix the record date, notice thereof shall be given not
less
than seven days before the date so fixed.
7.6 Persons
Entitled to be Present. The only persons entitled to be present at a meeting
of shareholders shall be those entitled to vote thereat, the directors, the
auditor and other persons who are entitled or required under any provision
of
the Act or the articles or by-laws of the Corporation to attend a meeting
of
shareholders of the Corporation. Any other person may be admitted only on
the
invitation of the chairman of the meeting or with the consent of the
meeting.
7.7 Chairman.
The Chairman of the Board, or in his absence the President, or in his absence
a
person chosen by a vote at the meeting shall be chairman of meetings of
shareholders.
7.8 Scrutineers.
At each meeting of shareholders one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman with the
consent of the meeting.
7.9 Quorum.
Two persons present in person and each being entitled to vote thereat shall
constitute a quorum for the transaction of business at any meeting of
shareholders.
7.10 Right
to Vote. The Corporation shall prepare a list of shareholders entitled to
receive notice of a meeting, arranged in alphabetical order and showing the
number of shares held by each shareholder, which list shall be
prepared,
7.10.1 if
a record date is fixed as hereinbefore provided, not later than ten days
after
that date;
7.10.2 if
no record date is fixed, at the close of business on the day immediately
preceding the day on which the notice is given, or where no notice is given,
on
the day on which the meeting is held.
A
person named in the said list is entitled to vote the shares shown opposite
his
name at the meeting to which the list relates, except to the extent that
the
person has transferred any of his shares and the transferee of those shares
produces properly endorsed share certificates, or otherwise establishes that
he
owns the shares, and demands, not later than ten days before the meeting
that
his name be included in the list before the meeting, in which case the
transferee is entitled to vote his shares at the meeting.
7.11 Joint
Shareholders. Where two or more persons hold shares jointly, one of those
holders present at a meeting of shareholders may in the absence of the others
vote the shares, but if two or more of those persons are present, in person
or
by proxy, they shall vote as one on the shares jointly held by
them.
7.12 Representatives.
Where a body corporate or association is a shareholder of the Corporation,
the
Corporation shall recognize any individual authorized by a resolution of
the
directors or governing body of the body corporate or association to represent
it
at meetings of shareholders of the Corporation. An individual so authorized
may
exercise on behalf of the body corporate or association he represents all
the
powers it could exercise if it were an individual shareholder.
7.13 Executors
and Others. An executor, administrator, committee of a mentally incompetent
person, guardian or trustee and, where a corporation is such executor,
administrator, committee, guardian or trustee of a testator, intestate, mentally
incompetent person, ward or cestui que trust, any duly appointed representative
of such corporation, upon filing with the secretary of the meeting sufficient
proof of his appointment, shall represent the shares in his or its hands
at all
meetings of shareholders of the Corporation and may vote accordingly as a
shareholder in the same manner and to the same extent as the shareholder
of
record. If there be more than one executor, administrator, committee, guardian
or trustee, the provisions of this by-law respecting joint shareholders shall
apply.
7.14 Proxyholders.
Every shareholder entitled to vote at a meeting of shareholders may by means
of
a proxy appoint a proxyholder or one or more alternate proxyholders, who
need
not be shareholders, as his nominee to attend and act at the meeting in the
manner, to the extent and with the authority conferred by the proxy. A
proxyholder or an alternate proxyholder has the same rights as the shareholder
who appointed him to speak at a meeting of shareholders in respect of any
matter, to vote by way of ballot at the meeting and, except where a proxyholder
or an alternate proxyholder has conflicting instructions from more than one
shareholder, to vote at such meeting in respect of any matter by way of any
show
of hands. A proxy shall be executed by the shareholder or his attorney
authorized in writing or, if the shareholder is a body corporate, by an officer
or attorney thereof duly authorized and ceases to be valid one year from
its
date. A proxy shall be in such form as may be prescribed from time to time
by
the directors or in such other form as the chairman of the meeting may accept
and as complies with all applicable laws and regulations.
7.15 Time
for Deposit of Proxies. The directors may by resolution fix a time not
exceeding forty-eight hours, excluding Saturdays and holidays, preceding
any
meeting or adjourned meeting of shareholders before which time proxies to
be
used at that meeting must be deposited with the Corporation or an agent thereof;
and any period of time so fixed shall be specified in the notice calling
the
meeting.
7.16 Votes
to Govern. Subject to the Act and the articles of the Corporation, at all
meetings of shareholders every question shall be decided, either on a show
of
hands or by ballot, by a majority of the votes cast on the question. In case
of
an equality of votes, the chairman of the meeting shall have a second or
casting
vote.
7.17 Show
of Hands. Voting at a meeting of shareholders shall be by show of hands
except where a ballot is demanded by a shareholder or proxyholder entitled
to
vote at the meeting or where required by the chairman. A ballot may be demanded
either before or after any vote by show of hands. Upon a show of hands every
person who is present and entitled to vote shall have one vote. Whenever
a vote
by show of hands shall have been taken upon a question, unless a ballot thereon
be required or demanded, an entry in the minutes of a meeting of shareholders
to
the effect that the chairman declared a motion to be carried is admissible
in
evidence as prima facie proof of the fact
without
proof of the number or proportion of the votes recorded in favour of or against
the motion. A demand for a ballot may be withdrawn at any time prior to taking
of a poll on the ballot.
7.18 Ballots.
If a ballot is demanded or required, the vote upon the question shall be
taken
in such manner as the chairman of the meeting shall direct and each person
present and entitled to vote at the meeting shall, unless the articles of
the
Corporation otherwise provide, be entitled to one vote for each share in
respect
of which he is entitled to vote at the meeting.
7.19 Adjournment.
The chairman of any meeting of shareholders may, with the consent of the
meeting
and subject to such conditions as the meeting may decide, adjourn the same
from
time to time and from place to place. If a meeting of shareholders is adjourned
for less than thirty days it is not necessary to give notice of the adjourned
meeting other than by announcement at the earliest meeting that is adjourned.
If
a meeting of shareholders is adjourned by one or more adjournments for an
aggregate of thirty days or more, notice of the adjourned meeting shall be
given
as for an original meeting. Any business may be brought before or dealt with
at
any adjourned meeting which might have been brought before or dealt with
at the
original meeting in accordance with the notice calling such original
meeting.
7.20 Resolution
in Lieu of Meeting. A resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of shareholders is as valid
as
if it had been passed at a meeting of shareholders except where a written
statement in respect thereof has been submitted by a director or where
representations in writing are submitted by the auditor of the Corporation,
in
either case, in accordance with the Act.
8. SHARES
8.1 Issue.
Subject to the Act and the articles of the Corporation, shares of the
Corporation may be issued at such times and to such persons and for such
consideration as the directors may determine, provided that no shares may
be
issued until it is fully paid as provided in the said Act.
8.2 Commissions.
The directors may authorize the Corporation to pay a reasonable commission
to
any person in consideration of his purchasing or agreeing to purchase shares
of
the Corporation from the Corporation or from any other person, or procuring
or
agreeing to procure purchasers for any such shares.
8.3 Share
Certificate. Every shareholder is entitled at his option to a share
certificate in respect of the shares held by him that complies with the Act
or
to a non-transferable written acknowledgement (“written acknowledgement”) of his
right to obtain a share certificate from the Corporation in respect of the
shares of the Corporation held by him, but the Corporation is not bound to
issue
more than one share certificate or written acknowledgement in respect of
a share
or shares held jointly by several persons and delivery of a share certificate
or
written acknowledgement to one of several joint holders is sufficient delivery
to all. Written acknowledgements shall be in such form or forms as the directors
shall from time to time by resolution determine. The Corporation may charge
a
fee in accordance with the Act for a share certificate issued in respect
of a
transfer. Subject to the provisions of the Act and to the requirements of
any
stock exchange on which shares of the Corporation may be listed, share
certificates shall be in such form or forms as the directors shall from time
to
time approve. Unless otherwise determined by the directors, share certificates
shall be
signed
by the Chairman of the Board, the President, or a Vice-President or a director
and by the Secretary or an Assistant Secretary and need not be under the
corporate seal. Share certificates shall be signed manually by at least one
director or officer of the Corporation and any additional signatures required
on
share certificates may be printed or otherwise mechanically reproduced thereon.
A manual signature is not required on a share certificate representing a
fractional share. If a share certificate contains a printed or mechanically
reproduced signature of a person, the Corporation may issue the share
certificate, notwithstanding that the person has ceased to be a director
or an
officer of the Corporation, and the share certificate is as valid as if he
were
a director or an officer at the date of its issue.
8.4 Transfer
Agents and Registrars. For each class of shares issued by it, the
Corporation may appoint one or more agents to keep the securities register
and
the register of transfers and one or more branch registers. Such an agent
may be
designated as a transfer agent or registrar according to functions and one
agent
may be designated both transfer agent and registrar. The securities register
and
the register of transfers shall be kept at the registered office of the
Corporation or at such other places in Ontario as are designated by the
directors, and the branch register or registers of transfers may be kept
at such
offices of the Corporation or other places, either within or outside Ontario,
as
are designated by the directors.
8.5 Transfer
of Shares. Subject to the Act, no transfer of a share shall be registered
except upon presentation of the certificate representing such share with
an
endorsement which complies with the Act, together with such reasonable assurance
that the endorsement is genuine and effective as the directors may prescribe,
upon payment of all applicable taxes and fees and upon compliance with the
articles of the Corporation.
8.6 Non-Recognition
of Trust. Subject to the Act, the Corporation may treat the registered
holder of any share as the person exclusively entitled to vote, to receive
notices, to receive any dividend or other payment in respect of the share,
and
to exercise all the rights and powers of an owner of the share.
8.7 Replacement
of Share Certificates. Where the owner of a share certificate claims that
the share certificate has been lost, apparently destroyed or wrongfully taken,
the Corporation shall issue or cause to be issued a new certificate in place
of
the original certificate if the owner (i) so requests before the Corporation
has
notice that the share certificate has been acquired by a bona fide
purchaser; (ii) files with the Corporation an indemnity bond sufficient in
the
Corporation’s opinion to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation from any loss that it or any
of them
may suffer by complying with the request to issue a new share certificate;
and
(iii) satisfies any other reasonable requirements imposed from time to time
by
the Corporation.
9. DIVIDENDS
AND RIGHTS
9.1 Declaration
of Dividends. Subject to the Act the directors may from time to
time declare dividends payable to the shareholders according to their respective
rights and interest in the Corporation.
9.2 Cheques. A
dividend payable in money shall be paid by cheque to the order of each
registered holder of shares of the class or series in respect of which it
has
been declared and mailed by prepaid ordinary mail to such registered holder
at
the address of such holder in the Corporation’s securities register, unless such
holder otherwise directs. In the case of joint holders the cheque
shall, unless such joint holders otherwise direct, be made payable to the
order
of all such joint holders and mailed to them at their address in the
Corporation’s securities register. The mailing of such cheque as
aforesaid, unless the same is not paid on due presentation, shall satisfy
and
discharge the liability for the dividend to the extent of the sum represented
thereby plus the amount of any tax which the Corporation is required to and
does
withhold.
9.3 Non-Receipt
of Cheques. In the event of non-receipt of any dividend cheque by
the person to whom it is sent as aforesaid, the Corporation shall issue to
such
person a replacement cheque for a like amount on such terms as to indemnity,
reimbursement of expenses and evidence of non-receipt and of title as the
directors may from time to time prescribe, whether generally or in any
particular case.
9.4 Record
Date for Dividends and Rights. The directors may fix in advance a date,
preceding by not more than fifty days the date for payment of any dividend
or
the date for the issue of any warrant or other evidence of the right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend
or to
exercise the rights to subscribe for such securities, and notice of any such
record date shall be given not less than seven days before such record date
in
the manner provided by the Act. If no record date is so fixed, the record
date
for the determination of the persons entitled to receive payment of any dividend
or to exercise the right to subscribe for securities of the Corporation shall
be
at the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the directors.
9.5 Unclaimed
Dividends. Any dividend unclaimed after a period of six years from the date
on which the same has been declared to be payable shall be forfeited and
shall
revert to the Corporation.
10. NOTICES
10.1 General.
A notice or document required by the Act, the regulations thereunder, the
articles or the by-laws of the Corporation to be sent to a shareholder or
director of the Corporation may be sent by prepaid mail addressed to, or
may be
delivered personally to, the shareholder at his latest address as shown in
the
records of the Corporation or to the director at his latest address as shown
in
the records of the Corporation or in the most recent notice filed under the
Corporations Information Act, whichever is the more current, or may be sent
by
any electronic means that produces a written copy. A notice or document if
mailed to a shareholder or director of the Corporation shall be deemed to
have
been given when deposited in a post office or public letter box. If the
Corporation sends a notice or document to a shareholder in accordance with
this
section and the notice or document is returned on three consecutive occasions
because the shareholder cannot be found, the Corporation is not required
to send
any further notices or documents to the shareholder until he informs the
Corporation in writing of his new address.
10.2 Computation
of Time. In computing the time when a notice or document must be given or
sent under any provision requiring a specified number of days’ notice of any
meeting or other event,
a
“day” shall mean a clear day and the period of days shall be deemed to commence
the day following the event that began the period and shall be deemed to
terminate at midnight of the last day of the period except that if the last
day
of the period falls on a Sunday or holiday the period shall terminate at
midnight of the day next following that is not a Sunday or holiday.
10.3 Omission
and Errors. The accidental omission to give any notice or send any document
to any shareholder, director or other person or the non-receipt of any notice
or
document by any shareholder, director or other person or any error in any
notice
or document not affecting the substance thereof shall not invalidate any
action
taken at any meeting held pursuant to such notice or otherwise founded on
such
notice or document.
10.4 Notice
to Joint Shareholders. All notices or documents with respect to any shares
registered in more than one name may, if more than one address appears on
the
securities register of the Corporation in respect of such joint holding,
be
given to such joint shareholders at the first address so appearing, and all
notices so given or documents so sent shall be sufficient notice to all the
holders of such shares.
10.5 Proof
of Service. A certificate of the Secretary or other duly authorized officer
of the Corporation, or of any agent of the Corporation, as to facts in relation
to the mailing or delivery or sending of any notice or document to any
shareholder or director of the Corporation or to any other person or publication
of any such notice or document, shall be conclusive evidence thereof and
shall
be binding on every shareholder or director or other person as the case may
be.
10.6 Signature
on Notice. The signature on any notice or document given by the Corporation
may be printed or otherwise mechanically reproduced thereon or partly printed
or
otherwise mechanically reproduced thereon.
10.7 Waiver
of Notice. Notice may be waived or the time for the sending of a notice or
document may be waived or abridged at any time with the consent in writing
of
the person entitled thereto. Attendance of any director at a meeting of the
directors or of any shareholder at a meeting of shareholders is a waiver
of
notice of such meeting, except where he attends for the express purpose of
objecting to the transaction of any business on the grounds that the meeting
is
not lawfully called.
11. BUSINESS
OF THE CORPORATION
11.1 Voting
Shares and Securities in Other Corporations. All of the shares or other
securities carrying voting rights of any other body corporate or bodies
corporate held from time to time by the Corporation may be voted at any and
all
meetings of holders of such securities of such other body corporate or bodies
corporate in such manner and by such person or persons as the directors of
the
Corporation shall from to time determine or failing such determination the
proper signing officers of the Corporation may also from time to time execute
and deliver for and on behalf of the Corporation instruments of proxy and
arrange for the issue of voting certificates and other evidence of the right
to
vote in such names as they may determine.
11.2 Bank
Accounts, Cheques, Drafts and Notes. The Corporation’s bank accounts shall
be kept in such chartered bank or banks, trust company or trust companies
or
other firm or corporation carrying on a banking business as the directors
may by
resolution from time to time determine. Cheques on bank accounts, drafts
drawn
or accepted by the Corporation, promissory notes given by it,
acceptances,
bills of exchange, orders for the payment of money and other instruments
of a
like nature may be made, signed, drawn, accepted or endorsed, as the case
may
be, by such officer or officers, person or persons as the directors may by
resolution from time to time name for that purpose. Cheques, promissory notes,
bills of exchange, orders for the payment of money and other negotiable paper
may be endorsed for deposit to the credit of any one of the Corporation’s bank
accounts by such officer or officers, person or persons, as the directors
may by
resolution from time to time name for that purpose, or they may be endorsed
for
such deposit by means of a stamp bearing the Corporation’s name.
11.3 Execution
of Instruments. The Chairman of the Board, the President, a Vice-President
or any director, together with the Secretary, the Treasurer, Assistant
Secretary, Assistant Treasurer or any other director, shall have authority
to
sign in the name and on behalf of the Corporation all instruments in writing
and
any instruments in writing so signed shall be binding upon the Corporation
without any further authorization or formality. The board of directors shall
have power from time to time by resolution to appoint any other officer or
officers or any person or persons on behalf of the Corporation either to
sign
instruments in writing generally or to sign specific instruments in writing.
Any
signing officer may affix the corporate seal to any instrument requiring
the
same. The term “instruments in writing” as used herein shall, without limiting
the generality thereof; include contracts, documents, powers of attorney,
deeds,
mortgages, hypothecs, charges, conveyances, transfers and assignments of
property (real or personal, immovable or movable), agreements, tenders,
releases, receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, stocks, bonds, debentures
or
other securities, instruments of proxy and all paper writing.
11.4 Fiscal
Year. Until changed by resolution of the directors the fiscal year of the
Corporation shall terminate on the 31st day of May in each year.
12. INTERPRETATION,
12.1 In
this by-law, wherever the context requires or permits, the singular shall
include the plural and the plural the singular; the word “person” shall include
firms and corporations, and masculine gender shall include the feminine and
neuter genders. Wherever reference is made to any determination or other
action
by the directors such shall mean determination or other action by or pursuant
to
a resolution passed at a meeting of the directors, or by or pursuant to a
resolution consented to by all the directors as evidenced by their signatures
thereto. Wherever reference is made to “the Business Corporations Act”
or the “Act”, it shall mean the Business Corporations Act, 1982 of the
Province of Ontario, and every other act or statute incorporated therewith
or
amending the same, or any act or statute substituted therefor. Unless the
context otherwise requires, all words used in this by-law shall have the
meanings given to such words in the Act.
RESOLVED
that the foregoing By-law No. 1 is made a by-law of the
Corporation.
The
undersigned, being all the directors of 6650309 CANADA INC., sign the foregoing
resolution.
DATED
as of November 1, 2006.
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”Aiping
Young”
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”Donald
Paterson”
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Aiping
H. Young
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Donald
W. Paterson
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”Graham
Strachan”
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Graham
Strachan
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RESOLVED
that the foregoing By-law No. 1 of the by-laws of the Corporation
is confirmed.
The
undersigned, being the sole voting shareholder of 6650309 CANADA INC., signs
the
foregoing resolution.
DATED
as of November 1, 2006.
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LORUS
THERAPEUTICS INC.
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Per:
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“Aiping
Young”
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