1.
|
Calling
of and notice of meetings Meetings of the board will be held on such
day and at such time and place as the Chairman of the Board or
the
President of the Corporation or any two directors may determine.
Notice of
meetings of the board will be given to each director not less than
48 hours before the time when the meeting is to be held. Each newly
elected board may without notice hold its first meeting for the
purposes
of organization and the appointment of officers immediately following
the
meeting of shareholders at which such board was
elected.
|
2.
|
Votes
to govern At all meetings of the board every question will be decided
by a majority of the votes cast on the question; and in case of
an
equality of votes the chair of the meeting will be entitled to
a second or
casting vote.
|
3.
|
Interest
of directors and officers generally in contracts No director or
officer will be disqualified by his or her office from contracting
with
the Corporation nor will any contract or arrangement entered into
by or on
behalf of the Corporation with any director or officer or in which
any
director or officer is in any way interested be liable to be voided
nor
will any director or officer so contracting or being so interested
be
liable to account to the Corporation for any profit realized by
any such
contract or arrangement by reason of such director or officer holding
that
office or of the fiduciary relationship thereby established provided
that,
in each case, the director or officer has complied with the provisions
of
the Canada Business Corporations
Act.
|
4.
|
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 Canada Business Corporations
Act a committee of directors has no authority to
exercise.
|
5.
|
Transaction
of Business. 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.
|
6.
|
Procedure.
Unless otherwise determined by the directors each committee shall
have
power to fix its quorum and to regulate its
procedure.
|
7.
|
Notice
of meetings Notice of the time and place of a meeting of shareholders
must be sent to each shareholder entitled to vote at the meeting,
to each
director and to the auditor of the Corporation not less than twenty-one
days nor more than fifty days before the time when the meeting
is to be
held.
|
8.
|
Quorum
At any meeting of shareholders a quorum will be two persons present
in
person or by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately
with each
other during the meeting and each entitled to vote at the
meeting.
|
9.
|
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.
|
10.
|
Meetings
by telephonic or electronic means A meeting of the shareholders may be
held by means of a telephonic, electronic or other communication
facility
that permits all participants to communicate adequately with each
other
during the meeting.
|
11.
|
Postponement
or cancellation of meetings A meeting of shareholders may be postponed
or cancelled by the board at any time prior to the date of the
meeting.
|
12.
|
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.
|
13.
|
Procedures
at meetings The board may determine the procedures to be followed at
any meeting of shareholders including, without limitation, the
rules of
order. Subject to the foregoing, the chair of a meeting may determine
the
procedures of the meeting in all
respects.
|
14.
|
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 16 and 17.
|
15.
|
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.
|
16.
|
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.
|
17.
|
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.
|
18.
|
Vice-President.
A Vice-President shall have such powers and duties as the directors
or the
President may determine.
|
19.
|
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.
|
20.
|
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.
|
21.
|
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.
|
22.
|
Variation
of Duties. The directors may, from time to time, vary, add to or limit
the powers and duties of any
officer.
|
23.
|
Conflict
of Interest. An officer shall disclose his interest in any material
contract or proposed material contract in accordance with the Canada
Business Corporations Act.
|
24.
|
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.
|
25.
|
Transfer
of Shares. Subject to the Canada Business Corporations 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 Canada Business Corporations 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.
|
26.
|
Non-Recognition
of Trust. Subject to the Canada Business Corporations 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.
|
27.
|
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.
|
28.
|
Declaration
of Dividends. Subject to the Canada Business Corporations Act
and the articles of the Corporation, the directors may from time
to time
declare dividends payable to the shareholders according to their
respective rights and interest in the
Corporation.
|
29.
|
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.
|
30.
|
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.
|
31.
|
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 Canada Business
Corporations 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.
|
32.
|
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.
|
33.
|
Indemnification
of directors and officers The Corporation will indemnify a director or
officer of the Corporation, a former director or officer of the
Corporation or another individual who acts or acted at the Corporation's
request as a director or officer, or in a similar capacity, of
another
entity, and his or her heirs and legal representatives to the extent
permitted by the Canada Business Corporations
Act.
|
34.
|
Indemnity
of others Except as otherwise required by the Canada Business
Corporations Act, the Corporation may from time to time indemnify and
save harmless any person who was or is a party or is threatened
to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by
reason of
the fact that he or she is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as an employee,
agent of or participant in another entity against expenses (including
legal fees), judgments, fines and any amount actually and reasonably
incurred by him or her in connection with such action, suit or
proceeding
if he or she acted honestly and in good faith with a view to the
best
interests of the Corporation or, as the case may be, to the best
interests
of the other entity for which he or she served at the Corporation's
request and, with respect to any criminal or administrative action
or
proceeding that is enforced by a monetary penalty, had reasonable
grounds
for believing that his or her conduct was lawful. The termination
of any
action, suit or proceeding by judgment, order, settlement or conviction
will not, of itself, create a presumption that the person did not
act
honestly and in good faith with a view to the best interests of
the
Corporation or other entity and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary
penalty, had no reasonable grounds for believing that his or her
conduct
was lawful.
|
35.
|
Right
of indemnity not exclusive The provisions for indemnification
contained in the by-laws of the Corporation will not be deemed
exclusive
of any other rights to which any person seeking indemnification
may be
entitled under any agreement, vote of shareholders or directors
or
otherwise, both as to action in his or her official capacity and
as to
action in another capacity, and will continue as to a person who
has
ceased to be a director, officer, employee or agent and will inure
to the
benefit of that person's heirs and legal
representatives.
|
36.
|
No
liability of directors or officers for certain matters To the extent
permitted by law, no director or officer for the time being of
the
Corporation will be liable for the acts, receipts, neglects or
defaults of
any other director or officer or employee or for joining in any
receipt or
act for conformity or for any loss, damage or expense happening
to the
Corporation through the insufficiency or deficiency of title to
any
property acquired by the Corporation or for or on behalf of the
Corporation or for the insufficiency or deficiency of any security
in or
upon which any of the moneys of or belonging to the Corporation
will be
placed out or invested or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person, firm or body
corporate with whom or which any moneys, securities or other assets
belonging to the Corporation will be lodged or deposited or for
any loss,
conversion, misapplication or misappropriation of or any damage
resulting
from any dealings with any moneys, securities or other assets belonging
to
the Corporation or for any other loss, damage or misfortune whatever
which
may happen in the execution of the duties of his or her respective
office
or trust or in relation thereto unless the same will happen by
or through
his or her failure to act honestly and in good faith with a view
to the
best interests of the Corporation and in connection therewith to
exercise
the care, diligence and skill that a reasonably prudent person
would
exercise in comparable circumstances. If any director or officer
of the
Corporation is employed by or performs services for the Corporation
otherwise than as a director or officer or is 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 that the person
is a
director or officer of the Corporation will not disentitle such
director
or officer or such firm or body corporate, as the case may be,
from
receiving proper remuneration for such
services.
|
37.
|
Banking
arrangements The banking business of the Corporation, or any part
thereof, will be transacted with such banks, trust companies or
other
financial institutions as the board may designate, appoint or authorize
from time to time and all such banking business, or any part thereof,
will
be transacted on the Corporation's behalf by one or more officers
or other
persons as the board may designate, direct or authorize from time
to
time.
|
38.
|
Execution
of instruments Contracts, documents or instruments in writing
requiring execution by the Corporation will be signed by hand any
two
directors or officers and all contracts, documents or instruments
in
writing so signed will be binding upon the Corporation without
any further
authorization or formality. The board is authorized from time to
time by
resolution
|
|
(a)
|
to
appoint any officer or any other person on behalf of the Corporation
to
sign by hand (whether under the corporate seal of the Corporation,
if any,
or otherwise) and deliver either contracts, documents or instruments
in
writing generally or to sign either by hand or by facsimile or
mechanical
signature or otherwise (whether under the corporate seal of the
Corporation, if any, or otherwise) and deliver specific contracts,
documents or instruments in writing,
and
|
|
(b)
|
to
delegate to any two officers of the Corporation the powers to designate,
direct or authorize from time to time in writing one or more officers
or
other persons on the Corporation's behalf to sign either by hand
or by
facsimile or mechanical signature or otherwise (whether under the
corporate seal of the Corporation, if any, or otherwise) and deliver
contracts, documents or instruments in writing of such type and
on such
terms and conditions as such two officers see
fit.
|
39.
|
General.
A notice or document required by the Canada Business Corporations
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
Canada Business Corporations 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.
|
40.
|
Invalidity
of any provisions of this by-law The invalidity or unenforceability of
any provision of this by-law will not affect the validity or
enforceability of the remaining provisions of this
by-law.
|
41.
|
Omissions
and errors The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of
any notice
by any shareholder, director, officer or auditor or any error in
any
notice not affecting its substance will not invalidate any action
taken at
any meeting to which the notice related or otherwise founded on
the
notice.
|
42.
|
Interpretation
In this by-law and all other by-laws of the Corporation words importing
the singular number only include the plural and vice versa; words
importing any gender include all genders; words importing persons
include
individuals, corporations, limited and unlimited liability companies,
general and limited partnerships, associations, trusts, unincorporated
organizations, joint ventures and governmental authorities; "board"
means
the board of directors of the Corporation; "Canada Business
Corporations Act" means Canada Business Corporations Act,
R.S.C. l985, c. C-44 as from time to time amended, re-enacted or
replaced;
terms that are not otherwise defined in this by-law have the meanings
attributed to them in the Canada Business Corporations Act; and
"meeting of shareholders" means an annual meeting of shareholders
or a
special meeting of shareholders.
|
43.
|
Repeal
By-law No. 1 of the Corporation is repealed as of the coming into
force of this by-law provided that such repeal will not affect
the
previous operation of any by-law so repealed or affect the validity
of any
act done or right, privilege, obligation or liability acquired
or incurred
under or the validity of any contract or agreement made pursuant
to any
such by-law prior to its repeal. All officers and persons acting
under any
by-law so repealed will continue to act as if appointed by the
directors
under the provisions of this by-law or the Canada Business
Corporations Act until their successors are
appointed.
|