BY-LAW NO. 1
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A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF
THE BUSINESS AND AFFAIRS OF
CONSOLIDATED XXXXXXXXX RESOURCES INC.
(THE "CORPORATION")
CONTENTS:
1. Interpretation
2. Business of the Corporation
3. Borrowing and Securities
4. Directors
5. Committees
6. Officers
7. Protection of Directors, Officers and Others
8. Shares
9. Dividends and Rights
10. Meetings of Shareholders
11. Divisions and Departments
12. Notices
13. Unanimous Shareholder Agreement
BE IT ENACTED as a By-Law of the Corporation as follows:
Section One
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INTERPRETATION
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1.01 Definitions - in the By-Laws of the Corporation, unless the context
otherwise requires:
EXHIBIT 3.2 - Pg. 1
"Act" means the Business Corporations Act, and any statute that may be
substituted therefor, as from time to time amended; marginal references
to sections of the Act herein are not made for the purpose of modifying
or affecting the meaning of any provisions of this By-Law in any way but
are inserted only for the purpose of directing attention to provisions of
the Act which may be regarded as relevant;
"appoint" includes Aelect@ and vice versa;
"Articles" means the Articles attached to the Certificate of Continuance
dated the 14th day of September, 1993 of the Corporation as from time to
time amended or restated;
"Board" means the Board of Directors of the Corporation;
"By-Laws" means this By-Law and all other By-Laws fo the Corporation from
time to time in force and effect relating to transaction of business and
affairs of the Corporation in addition hereto, or in amendment hereof or
in substitution for all or any part of this By-Law;
"Corporation" means the Corporation incorporated by Certificate of
Continuance under the Act and named: CONSOLIDATED XXXXXXXXX RESOURCES
INC.
"Meeting of Shareholders" includes an annual meeting of Shareholders and a
ASpecial Meeting of Shareholders@ includes both a meeting of any class or
classes acting separately from any other class or classes and also a
meeting, other than an annual meeting, of all Shareholders entitled to
vote at any annual meeting of Shareholders;
"non-business day"means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada); or the
Interpretation Act (Yukon);
"Prohibited Corporate Shareholder" means a corporation prohibited from
holding shares in itself or its holding body, corporate or a subsidiary
corporation prohibited from holding shares in its parent corporation
pursuant to the Act and not exempted rom such prohibited shareholdings by
virtue of the Act;
"recorded address" means in the case of a Shareholder his address as
recorded in the securities register; and in the case of joint
Shareholders the address appearing in the securities register in respect
of such joint holdings determined under Section 8.09; and in the case of
a Director, Officer, auditor or member of a Committee of Directors, his
latest address as recorded in the records of the Corporation;
EXHIBIT 3.2 - Pg. 2
"Unanimous Shareholder Agreement" means a written agreement among all the
Shareholders of the Corporation, or among all such Shareholders and a
person who is not a Shareholder, that regulates the rights, obligations
and liabilities of the Shareholders, as Shareholders, among themselves or
between themselves and such other party, regulates the election of
Directors, or restricts, in whole or in part, the powers of the Directors
under the Act to manage the business and affairs of the Corporation, as
from time to time amended;
save as aforesaid, words and expressions defined in the Act have the same
meaning when used herein; and
words importing the singular number include the plural and vice versa;
words importing gender include the masculine, feminine and neuter
genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.
Section Two
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BUSINESS OF THE CORPORATION
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2.01 Registered Office - Until changed in accordance with the Act,
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the registered office of the Corporation shall be at the City of
Whitehorse, in the Yukon Territory, and at such location therein as the
Board may from time to time determine.
2.02 Corporate Seal - Until changed by the Board, the corporate
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seal of the Corporation and any facsimiles thereof adopted by the Board
for use in jurisdictions outside the Yukon Territory shall be in the form
approved by the Directors.
2.03 Financial Year - The financial year of the Corporation shall
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end on the day in each year that is established by the Board.
2.04 Execution of Instruments - Deeds, transfers, assignments,
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contracts, obligations, certificates and other instruments required by
law or otherwise by these By-Laws or any resolution of the Board or
Shareholders of the Corporation to be executed under corporate seal may
be signed on behalf of the Corporation by any one or more persons each of
which is either a Director of the Corporation or a person who holds the
office of Chief Executive Officer, Chairman of the Board, President,
Managing Director, Vice-President, Secretary, Treasurer, Assistant
Secretary, Assistant Treasurer or any other office created by by-law or
by resolution of the Board. However, notwithstanding the foregoing, the
Board may from time to time direct the matter in which and the person or
persons by whom any particular instrument or class of instruments may or
shall be signed or sealed. Any signing Officer may affix the corporate
seal to any instrument requiring the same.
EXHIBIT 3.2 - Pg. 3
2.05 Banking Arrangements - The banking business of the Corporation
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including, without limitation, the borrowing of money and the
giving of security therefor, shall be transacted with such
banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or
under the authority of the Board. Such banking business or
any part thereof shall be transacted under such agreements,
instructions and delegations of powers as the Board may from
time to time by resolution prescribe or authorize.
2.06 Voting Rights in Other Bodies Corporate - The signing Officers
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of the Corporation may execute and deliver proxies and arrange for the
issuance of voting certificates or other evidence of the right to
exercise the voting rights attaching to any securities held by the
Corporation. Such instruments, certificates or other evidence shall be
in favor of such person or persons as may be determined by the Officers
executing such proxies or arranging for the issuance of voting
certificates or such other evidence of the right to exercise such voting
rights. In addition the Board may from time to time direct the manner in
which and the person or persons by whom any particular voting rights or
class of voting rights may or shall be exercised.
2.07 Withholding Information from Shareholders - Subject to the
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provisions of the Act, no Shareholder shall be entitled to discovery of
any information respecting any details or conduct of the Corporation=s
business which, in the opinion of the Board, it would be inexpedient in
the interests of the Shareholders or the Corporation to communicate to
the public. The Board may from time to time determine whether and to
what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any
of them shall be open to inspection of Shareholders and no Shareholder
shall have any right of inspecting any account, record or document of the
Corporation except as conferred by the Act or authorized by the Board or
by resolution passed at a general meeting of Shareholders.
Section Three
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BORROWING AND SECURITIES
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3.01 Borrowing Power - Without limiting the borrowing powers of the
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EXHIBIT 3.2 - Pg. 4
Corporation as set forth in the Act, the Board is authorized from time to
time;
(a) to borrow money upon the credit of the Corporation in such
amounts and on such terms as may be deemed expedient by
obtaining loans or advances or by way of overdraft or
otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures, notes or
other evidence of indebtedness or guarantees of the
Corporation, whether secured or unsecured for such sums and at
such prices as may be deemed expedient;
(c) subject to the Act, to issue guarantees on behalf of the
Corporation to secure the performance of the obligations of
any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise create a
security interest in all or any currently owned or
subsequently acquired real or personal, movable or immovable,
property and undertaking of the Corporation, including book
debts, rights, powers and franchises for the purpose of
securing any such bonds, debentures, notes or other evidences
of indebtedness or guarantee or any other present or future
indebtedness or liability of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the Corporation.
3.02 Delegation of Borrowing Power - The Board may from time to
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time delegate to such one or more of the Directors and Officers of the
Corporation as may be designated by the Board all or any of the powers
conferred on the Board by Selection 3.01 to such extent and in such
manner as the Board shall determine at the time of each such delegation.
Section Four
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DIRECTORS
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4.01 Number of Directors and Quorum - Until changed in accordance
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with the Act, the Board shall consists of not fewer than three (3) and
not more than eight (8) Directors. Subject to Section 4.07 and subject
also to the Articles and the At the quorum for the transaction or
business at any meeting of the Board shall consist of a majority of the
Directors or such lesser number of Directors as the Board may from time
EXHIBIT 3.2 - Pg. 5
to time determine.
4.02 Qualification - No person shall be qualified for election as a
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Director if he is less than Nineteen (19) years of age; if he is of
unsound mind and has been so found by a Court in Canada or elsewhere; if
he is not an individual; or if he has the status of a bankrupt. A
Director need not be a Shareholder.
4.03 Election and Term - Each Director named in the Notice of
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Directors filed at the time of continuance shall hold office from the
date of the Certificate of Continuance until the first meeting of
Shareholders thereafter. An election of Directors shall take place at
such first meeting of Shareholders and at each annual meeting of
Shareholders thereafter and all the Directors then in office shall retire
but, if qualified, shall be eligible for re-election. A Director shall
retain office only until the election of his successor. The number of
Directors to be elected at any such meeting shall be the number of
Directors then in office unless the Directors or the Shareholders
otherwise determine. The election shall be by ordinary resolution of the
Shareholders. If an election of Directors is not held at the proper
time, the incumbent Directors shall continue in office until their
successors are elected.
4.04 Removal of Directors - Subject to the provisions of the Act,
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the Shareholders may by ordinary resolution passed at a special meeting
remove any Director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the
Directors.
4.05 Vacation of Office - A Director ceases to hold office when: he
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dies; he is removed from office by the Shareholders; he ceases to be
qualified for election as a Director; or his written resignation is sent
or delivered to the Corporation, or if a time is specified in such
resignation, at the time so specified, whichever is later.
4.06 Vacancies - Subject to the Act and the Articles, a quorum of
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the Board may fill a vacancy in the Board, except a vacancy resulting
from an increase in the minimum number of Directors or from a failure of
the Shareholders to elect the minimum number of Directors and if the
Articles so provide, may also add to their numbers and appoint additional
Director(s) in accordance with the Act, but so that the total number of
Directors shall not exceed the maximum number fixed by Section 4.01. In
the absence of a quorum of the Board, or if the vacancy has arisen from a
failure of the Shareholders to elect the minimum number of Directors the
Board shall forthwith call a special meeting of the Shareholders to fill
the vacancy. If the Board fails to call such meeting or if there are no
such Directors then in office, any Shareholder may call the meeting.
4.07 Action by the Board - subject to any Unanimous Shareholder
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EXHIBIT 3.2 - Pg. 6
Agreement, the Board shall manage the business and affairs of the
Corporation. Subject to Sections 4.07 and 4.08, the powers of the Board
may be exercised by resolution passed at a meeting at which a quorum is
present or by resolution in writing, whether by document, telegram,
telecopy or any method of transmitting legibly recorded messages or other
means, signed by all the Directors entitled to vote on that resolution at
a meeting of the Board and any resolution in writing so signed shall be
as valid as if it has been passed at a meeting of Directors or a
Committee of Directors and shall be held to relate to any date therein
stated to be the effective date thereof, and a copy of such resolution in
writing shall be kept with the minutes of the proceedings of Directors or
Committee of Directors. Where there is a vacancy in the Board, the
remaining Directors may exercise all the powers of the Board so long as a
quorum remains in office. An act of a Director is valid notwithstanding
any irregularity in his notwithstanding any irregularity in his election
or appointment or a defect in his qualifications.
4.08 Meetings by Telephone - If all of the Directors consent, a
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Director may participate in a meeting of the Board or of a Committee of
Directors by means of such telephone or other communications facilities
as permit all persons participating in the meeting to hear each other,
and a Director participating in such meeting by such means is deemed to
be present at the meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given
with respect to all meetings of the Board and of Committees of Directors
held while a Director holds office.
4.09 Place of Meeting - Meetings of the Board may be held at any
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place in or outside Canada.
4.10 Calling of Meetings - Meeting of the Board shall be held from
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time to time and at such place as the Board may determine. In addition,
each of the Chairman of the Board, the Managing Directors, the President
or any two Directors may convene or direct the convening of a meeting of
the Board.
4.11 Notice of Meeting - Except as otherwise provided in Section
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4.12, notice of the time and place of each meeting of the Board shall be
given in the matter provided in Section 12.01 to each Director not less
than forty-eight (48) hours before the time when the meeting is to be
held. A notice of meeting of Directors need not specify the purpose of
or the business to be transacted at the meeting except where Section
115(3) of the Act requires such purpose or business to be specified,
including any proposal to:
(a) submit to the Shareholders any question or matter requiring
approval of the Shareholders;
EXHIBIT 3.2 - Pg. 7
(b) fill a vacancy among the Directors or in the office of
auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the
Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(I) adopt, amend or repeal By-Laws.
A director may in any manner waive notice of or otherwise consent to a
meeting of the Board either before or after the convening of the meeting.
4.12 Regular Meetings - The Board may by resolution appoint a day
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or days in any month or months for regular meetings of the Board at a
place and hour to be named in the resolution. No notice shall be
required for any such regular meeting.
4.13 First Meeting of New Board - Provided a quorum of Directors is
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present, each newly elected Board may without notice hold its first
meeting immediately following the meeting of Shareholders at which such a
Board or portion thereof is elected.
4.14 Adjourned Meeting - Notice of an adjourned meeting of the
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Board is not required if the time and place of the adjourned meeting is
announced at the original meeting.
4.15 Chairman - The Chairman of any meeting of the Board shall be
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the first mentioned of such of the following Officers as have ben
appointed and who is a Director and is present at the meeting: Chairman
of the Board, Managing Director, President, or a Vice-President who is a
Director. If no such Office is present, the Directors present shall
choose one of their number to be Chairman.
4.16 Votes to Govern - At all meetings of the Board every question
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shall be decided by a majority of the votes cast on the question. In
cases of an equality of votes the Chairman of the meeting shall not be
entitled to a second or casting vote.
EXHIBIT 3.2 - Pg. 8
4.17 Conflict of Interest - A Director or Officer who is a party
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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 proposed material
contract with the Corporation shall disclose the nature and extent of his
interest at the time and in the manner provided by the Act. Any such
contract or proposed contract shall be referred to the Board or
Shareholders for approval even if such contract is one that in the
ordinary course of the Corporation=s business would not require approval
by the Board or Shareholders, and a Director interested in a contract so
referred to the Board shall not vote on any resolution to approve the
same except as provided by the Act.
4.18 Remuneration and Expenses - Subject to any Unanimous
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Shareholder Agreement, the Directors shall be paid such remuneration for
their services as the Board may from time to time determine. The
Directors shall also be entitled to be reimbursed for traveling an other
expenses properly incurred by them in attending meetings of the Board or
any committee thereof. Nothing herein contained shall preclude any
Director from serving the Corporation in any other capacity and receiving
remuneration therefor.
Section Five
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COMMITTEES
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5.01 Committee of Directors
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(a) The Board may appoint one or more Committees of Directors, however
designated, and delegate to such committee any of the powers of the
Board except those which, under the Act, a Committee of Directors
has no authority to exercise.
(b) The Directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which Committee shall have, and may exercise during the intervals
between the meetings of the Board, all the powers vested in the
Board except the power to fill vacancies in the Board, the power to
change the membership of, or fill vacancies in, said Committee or
any other committee of the Board and such other powers, if any, as
may be specified in the resolution. The said Committee shall keep
regular minutes of its transactions and shall cause them to be
recorded in books kept for that purpose, and shall report the same
to the Board of Directors at such times as the Board of Directors
may from time to time require. The Board shall have the power at
EXHIBIT 3.2 - Pg. 9
any time to revoke or override the authority given to or acts done
before such revocation or overriding and to terminate the
appointment or change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make rules for the
conduct of its business and may appoint such assistants as it may
deem necessary. A majority of the members of said Committee shall
constitute a quorum thereof.
(c) The Directors may from time to time by resolution constitute,
dissolve or reconstitute standing committees and other committees
consisting of such persons as the Board may determine. Every
committee constituted by the Board shall have the powers,
authorities and discretions delegated to it by the Board (which
shall not include the power to fill vacancies in the Board and the
power to change the membership of or to fill vacancies in any
committee constituted by the Board or the power to appoint or
remove officers appointed by the Board) and shall conform to the
regulations which may from time to time be imposed upon it by the
Board.
(d) The Executive Committee and any other committee may meet and
adjourn as it thinks proper. Questions arising at any meeting
shall be determined by a majority of votes of the members of the
committee present, and in case of an equality of votes the chairman
shall not have a second or casting vote. A resolution approved in
writing by all the members of the Executive Committee or any other
committee shall be as valid and effective as if it had been passed
at a meeting of such Committee duly called and constituted. Such
resolution may be in two or more counterparts which together shall
be deemed to constitute one resolution in writing. Such resolution
shall be filed with the minutes of the proceedings of the committee
and shall be effective on the date stated thereon or on the latest
date stated in any counterpart.
5.02 Transaction of Business - Subject to the provisions of Section
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4.07, the powers of a Committee of Directors may be exercised by a
meeting at which a quorum is present or by resolution in writing signed
by all the members of such committee who would have been entitled to vote
on that resolution at a meeting of the committee. Meetings of such
committee may be held at any place in or outside Canada.
5.03 Audit Committee - When required by the Act the Board shall,
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and at any other time the Board may, elect annually from among its number
an audit committee to be composed of not fewer than three (3) directors
of whom a majority shall not be Officers or employees of the Corporation
or its affiliates. The audit committee shall have the powers and duties
provided in the Act.
EXHIBIT 3.2 - Pg. 10
5.04 Procedure - Unless otherwise determined by the Board, each
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Committee of Directors shall have the power to fix its quorum at not less
than a majority of its members, to elect its Chairman and to regulate its
procedure.
Section Six
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OFFICERS
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6.01 Appointment - Subject to any Unanimous Shareholder Agreement,
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the Board may from time to time appoint a President, one or more Vice-
Presidents (to which title may be added words indicating seniority or
function), a Secretary, a Treasurer and such other Officers as the Board
may determine, including one or more assistants to any of the Officers so
appointed (herein referred to as AOfficers@). The Board may specify the
duties of and, in accordance with this By-Law and subject to the
provisions of the Act, delegate to such Officers powers to manage the
business and affairs of the Corporation. Subject to Sections 6.02 and
6.03, an Officer may but need not be a Director and one person may hold
more than one office.
6.02 Chairman of the Board - The Board may from time to time also
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appoint a Chairman of the Board who shall be a Director. If appointed,
the Board may assign to him any of the powers and duties that are by the
provisions of the By-Law assigned to the Managing Director or to the
President; and he shall, subject to the provisions of the Act, have such
other powers and duties as the Board may specify. During the absence or
disability of the Chairman of the Board, his duties shall be performed
and his powers exercised by the Managing Director, if any, or by the
President.
6.03 Managing Director - The Board may from time to time point a
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Managing Director who shall be a Director. If appointed, he shall be the
Chief Executive Officer and, subject to the authority of the Board, shall
have general supervision of the business and affairs of the Corporation;
and he shall, subject to the provisions of the act, have such other
powers and duties as the Board may specify. During the absence or
disability of the President, or if no President has been appointed, the
Managing Director shall also have the powers and duties of the office.
6.04 President - If appointed, the President shall be the Chief
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Operating Officer and, subject to the authority of the Board, shall have
general supervision of the business of the Corporation; and he shall have
such other powers and duties as the Board may specify. During the
absence or disability of the Managing Director, or if no Managing
EXHIBIT 3.2 - Pg. 11
Director has been appointed, the President shall also have the powers and
duties of that office.
6.05 Vice-President - A Vice-President shall have such powers and
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duties as the Board or the Chief Executive Officer may specify.
6.06 Secretary - The Secretary shall attend and be the Secretary of
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all meetings of the Board, Shareholders and Committees of the Board and
shall enter or cause to be entered in records kept for that purpose
minutes of all proceedings thereat; he shall give or cause to be given,
as and when instructed, all notices to Shareholders, Directors, Officers,
the auditor and members of the Committees of Directors; he shall be the
custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation and of all books, papers, records,
documents and instruments belonging to the Corporation, except when some
other Officer or agent has been appointed for that purpose; and he shall
have such other powers and duties as the Board or the Chief Executive
Officer may specify.
6.07 Treasurer - The Treasurer shall keep proper accounting records
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in compliance with the Act and shall be responsible for the deposit of
money, the safekeeping of securities and the disbursement of the funds of
the Corporation; he shall render to the Board whenever 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 Board or the Chief Executive Officer may specify.
6.08 Powers and Duties of Other Officers - The powers and duties of
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all other Officers shall be such as the terms of their engagement call
for or as the Board or the Chief Executive Officer may specify. 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
Board or the Chief Executive Officer otherwise directs.
6.09 Variation of Powers and Duties - The Board may from time to
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time and subject to the provisions of the Act, vary, add to or limit the
powers and duties of any Officer.
6.10 Term of Office - The Board, in its discretion, may remove any
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Officer of the Corporation, without prejudice to such Officer=s rights
under any employment contract, otherwise each Officer appointed by the
Board shall hold office until the earlier of the date his resignation
becomes effective, the date his successor is appointed or he shall cease
to be qualified for that office under Section 6.02 or 6.03 if applicable.
EXHIBIT 3.2 - Pg. 12
6.11 Terms of Employment and Remuneration - The terms of employment
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and the remuneration of Officers appointed by the Board shall be settled
by it from time to time.
6.12 Conflict of Interest - An Officer shall disclose his interest
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in any material contract or proposed material contract with the
Corporation in accordance with Section 4.17.
6.13 Agents and Attorneys. The Board shall have power from time to
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time to appoint agents or attorneys for the Corporation in or outside of
Canada with such powers of management or otherwise (including the power
to sub-delegate) as may be thought fit.
6.14 Fidelity Bonds - The Board may require such Officers,
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employees and agents of the Corporation as the Board deems advisable to
furnish bonds for the faithful discharge of their powers and duties, in
which form and with such surety as the Board may from time to time
determine.
Section Seven
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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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7.01 Limitation of Liability - No Director shall be liable for the
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acts, receipts, neglects or defaults of any other Director or Officer or
employee, or for joining in any receipt or other 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 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 the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any
other loss occasioned by any error of judgment or oversight on his part,
or for any other loss, damage or misfortune whatever which shall happen
in the execution of the duties of his office or in relation thereto,
unless the same are occasioned by his own wilful neglect or default;
provided that nothing herein shall relieve any Director or Officer from
the duty to act in accordance with the Act and the regulations thereunder
or from liability for any breach thereof.
7.02 Indemnity - Subject to the limitations contained in the Act,
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and to the extent he is otherwise fairly and reasonably entitled thereto,
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
EXHIBIT 3.2 - Pg. 13
a Director of Officer of a body corporate of which the Corporation is or
was a Shareholder or creditor (or a person who undertakes or has
undertaken any liability on behalf of the Corporation or any such body
corporate) and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle any action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the
Corporation or such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
7.03 Insurance - Subject to the limitations contained in the Act,
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the Corporation may purchase and maintain such insurance for the benefit
of its Directors and Officers as such, as the Board may from time to time
determine.
Section Eight
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SHARES
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8.01 Allotment and Issue - The Board may form time to time allot,
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or grant options to purchase the whole or any part of the authorized and
unissued shares of the Corporation at such times and to such persons and
for such consideration as the Board shall determine, provided that no
share shall be issued until it is fully paid as prescribed by the Act.
Subject to the Articles, no holder of any class of share of the capital
of the Corporation shall be entitled as of right to subscribe for,
purchase or receive any part of any new or additional issue of shares of
any class, whether now or hereafter authorized or any bonds, debentures
or other securities convertible into shares of any class.
8.02 Commissions - The Board may from time to time authorize the
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Corporation to pay a reasonable commission to any person in consideration
of his purchasing or agreeing to purchase shares of the Corporation,
whether from the corporation or from any other person, or procuring or
agreeing to procure purchasers for any such shares.
8.03 Registration of Transfer
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EXHIBIT 3.2 - Pg. 14
(a) Subject to the provisions of the Act, no transfer of shares shall
be registered in a securities register except upon presentation of
the Certificate, representing such shares with a transfer endorsed
thereon or delivered therewith, duly executed by the registered
holder or by his attorney or successor duly appointed, together
with such reasonable assurance or evidence of signature,
identification and authority to transfer as the Board may from time
to time prescribe, upon payment of all applicable taxes and any
fees prescribed by the Board, upon compliance with such
restrictions on transfer, if any, as are authorized by the
Articles, and upon satisfaction of any lien referred to in Section
8.05.
(b) The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer
shall constitute a complete and sufficient authority to the
Corporation, its directors, officers and agents to register, in the
name of the transferee as named in the instrument of transfer, the
number of shares specified therein or, if no number is specified,
all the shares of the registered owner represented by share
certificates deposited with the instrument of transfer. If no
transferee is named in the instrument of transfer, the instrument
of transfer shall constitute a complete and sufficient authority to
the corporation, its directors, officers and agents to register, in
the name of the person in whose behalf any certificate for the
shares to be transferred is deposited with the Corporation for the
purpose of having the transfer registered, the number of shares
specified in the instrument of transfer or, if no number is
specified, all the shares represented by all share certificates
deposited with the instrument of transfer.
(c) Neither the Corporation nor any Director, Officer or agent thereof
shall be bound to inquire into the title of the person named in the
form of transfer as transferee, or, if no person is named therein
as transferee, of the person on whose behalf the certificate is
deposited with the Corporation for the purpose of having the
transfer registered or be liable to any claim by such registered
owner or by any intermediate owner or holder of the certificate or
of any of the shares represented thereby or any interest therein
for registering the transfer, and the transfer, when registered,
shall center upon the person in whose name the shares have been
registered a valid title to such shares.
(d) Every instrument of transfer shall be executed by the transferor
and left as the registered office of the Corporation or at the
office of its transfer agent or branch transfer agent or registrar
for registration together with the share certificate for the shares
to be transferred and such other evidence if any, as the Directors
EXHIBIT 3.2 - Pg. 15
or the transfer agent or branch transfer agent or registrar or
branch registrar may require to prove the title of the transferor
or his right to transfer the shares and the right of the transferee
to have the transfer registered. All instruments of transfer where
the transfer is registered shall be retained by the Corporation or
its transfer agent or branch transfer agent or registrar or
branch/registrar and any instrument of transfer, where the transfer
is not registered, shall be returned to the person depositing the
same together with the share certificate which accompanied the same
when tendered for registration.
(e) There shall be paid to the Corporation in respect of the
registration of any transfer such sum, if any, as the Directors may
from time to time determine.
8.04 Transfer Agents and Registrars - The Board may from time to
------------------------------
time appoint a registrar to maintain the securities register and a
transfer agent to maintain the register of transfers and may also appoint
one or more branch registrars to maintain branch securities registers and
one or more branch transfer agents to maintain branch registers of
transfer, but one person may be appointed both registrar and transfer
agent. The Board may at any time terminate any such appointment.
8.05 Lien for Indebtedness - If the Articles provide that the
---------------------
Corporation shall have a lien on shares registered in the name of a
Shareholder indebted to the Corporation, such lien may be enforced,
subject to any other provision of the Articles and to any Unanimous
Shareholder Agreement, by the sale of the shares thereby affected of by
any other action, suit, remedy or proceeding authorized or permitted by
law or by equity and, pending such enforcement, may refuse to register a
transfer of the whole or any part of such shares.
8.06 Non-Recognition of Trusts - Subject to the provisions of the
-------------------------
Act, the Corporation shall treat as absolute owner of the share the
person in whose name the share is registered in the securities register
as if that person had full legal capacity and authority to exercise all
rights of ownership, irrespective of any indication to the contrary
through knowledge or notice or description in the Corporation=s records or
on the share certificate.
8.07 Share Certificates - Every holder of one or more shares of the
------------------
Corporation shall be entitled, at his option, to a share certificate, or
to a non-transferable written acknowledgment of his right to obtain a
share certificate, stating the number and list or series of shares held
by him as shown on the securities register. Share Certificates and
acknowledgments of a Shareholder=s right to a share certificate,
respectively, shall be in such form as the Board shall from time to time
EXHIBIT 3.2 - Pg. 16
approve. Any share certificate shall be signed in accordance with
Section 2.04 and need not be under the corporate seal; provided that,
unless the Board otherwise determines, certificates representing shares
in respect of which a transfer agent and/or registrar has been appointed
shall not be valid unless countersigned by or on behalf of such transfer
agent and/or registrar. The signature of one of the signing Officers or,
in the case of share certificates which are not valid unless
countersigned by or on behalf of a transfer agent and/or registrar, the
signatures of both signing Officers, may be printed or mechanically
reproduced in facsimile upon share certificates and every such facsimile
signature it shall for all purposes be deemed to be the signature of the
Officer whose signature it reproduces and shall be binding upon the
Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the Officers whose facsimile
signature appears thereon no longer holds office at the date of issue of
the Certificate.
8.08 Replacement of Share Certificates - The Board or any Officer
---------------------------------
or agent designated by the Board may in its or his discretion direct the
issue of a new share certificate in lieu of and upon cancellation of a
share certificate that has been mutilated or in substitution for a share
certificate claimed to have been lost, destroyed or wrongfully taken or
which does not comply as to form with the requirements from time to time
of the Act in this regard, on payment of such fee as the Board may direct
and on such terms as to indemnity, reimbursement of expenses and evidence
of loss and of title as the Board may from time to time prescribe,
whether generally or in any particular case.
8.09 Joint Shareholders - If two or more persons are registered as
------------------
joint holders of any share, the Corporation shall not be bound to issue
more than one certificate in respect thereof, and delivery of such
certificate to one of such persons shall be sufficient delivery to all of
them. Any one of such persons may give effectual receipts for the
certificate issued in respect thereof or for any dividend, bonus, return
of capital or other money payable or warrant issuable in respect of such
share. Joint Shareholders may collectively designate in writing an
address as their recorded address for service of notice and payment of
dividends but in default of such designation the address of the first
named joint Shareholder shall be deemed to be the recorded address
aforesaid.
8.10 Deceased Shareholders - In the event of the death of a holder,
---------------------
or of one of the joint holders, of any share, the Corporation shall not
be required to make any entry in the securities register in respect
thereof or to make payment of any dividends thereon except upon
production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Corporation and its
transfer agents.
EXHIBIT 3.2 - Pg. 17
Section Nine
------------
DIVIDENDS AND RIGHTS
--------------------
9.01 Dividends - Subject to the provisions of the Act, the Board
---------
may from time to time declare dividends payable to the Shareholders
according to their respective rights and interest in the Corporation.
Dividends may be paid in money or property or by issuing fully paid
shares of the Corporation.
9.02 Dividend Checks - A dividend payable in cash shall be paid by
---------------
check drawn on the Corporation=s bankers or one of them to the order of
each registered holder of share of the class or series in respect of
which it has been declared and mailed by prepaid ordinary mail to such
registered holder at his recorded address, unless such holder otherwise
directs. In the case of joint holders the check shall, unless such joint
holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at their recorded address. The mailing
of such check 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.
9.03 Non-Receipt of Checks - In the event of non-receipt of any
---------------------
dividend check by the person to whom it is sent as aforesaid, the
Corporation shall issue to such person a replacement check for a like
amount on such terms as to indemnity, reimbursement of expenses and
evidence of non-receipt and of title as the Board may from time to time
prescribe, whether generally or in any particular case.
9.04 Record Date for Dividends and Rights - The Board may fix in
------------------------------------
advance a date, preceding by not more than Fifty (50) days the date for
the payment of any dividend or the date for the issue of any warrant or
other evidence of 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 right to subscribe for such
securities, provided that, where the corporation is a distributing
Corporation for purposes of the Act, notice of any such record date is
given not less than seven (7) days before such record date by newspaper
advertisement and otherwise in the manner provided in the Act. Where no
record date is fixed in advance as aforesaid, 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 Board.
EXHIBIT 3.2 - Pg. 18
9.05 Unclaimed Dividends - Any dividend unclaimed after a period of
-------------------
six (6) years from the date on which the same has been declared to be
payable shall be forfeited and shall revert to the Corporation.
Section 10
----------
MEETINGS OF SHAREHOLDERS
------------------------
10.01 Annual Meetings - The annual meeting of Shareholders shall be
---------------
held at such time in each year and, subject to the Act and to Section
10.04, at such place as the Board, the Chairman of the Board, the
Managing Director or the President may from time to time determine, for
the purpose of considering the financial statements and reports required
by the Act to be placed before the annual meeting, electing Directors,
appointing auditors and for the transaction of such other business as may
properly be brought before the meeting.
10.02 Special Meetings - the Board, the Chairman of the Board, the
----------------
Managing Director or the President shall have power to call a special
meeting of Shareholders at any time.
10.03 Special Business - All business transacted at a special
----------------
meeting of Shareholders and all business transacted at an annual meeting
of Shareholders, except consideration of the financial statements,
auditors reports, election of directors and reappointment of the
incumbent auditors, is deemed to be special business.
10.04 Place of Meeting - Subject to the Articles, meetings of
----------------
Shareholders shall be held at the registered office of the Corporation or
elsewhere in the municipality in which the registered office is situate
or, if the Board shall so determine, at some other place in the Yukon
Territory or, if all the Shareholders entitled to vote at the meeting so
agree, at some place outside the Yukon Territory.
10.05 Notice of Meeting - Notice of the time and place of each
-----------------
meeting of Shareholders shall be given in the manner provided in
Section12.01 not less than twenty-one (21) nor more than fifty (50) days
before the date of the meeting to each Director, to the auditor and to
each Shareholder who at the close of business on the record date, if any,
for notice is entered in the securities register as the holder of one or
more shares carrying the right to vote at the meeting. Notice of a
meeting of Shareholders called for any purpose other than consideration
of the financial statements and auditor=s report, election of Directors
and re-appointment of the incumbent auditor shall state the nature of
such business in sufficient detail to permit the Shareholder to form a
EXHIBIT 3.2 - Pg. 19
reasoned judgment thereon and shall state the text of any special
resolution to be submitted to the meeting. A Shareholder and any other
person entitled to attend a meeting of Shareholders may in any manner
waive notice of or otherwise consent to a meeting of Shareholders.
10.06 List of Shareholders Entitled to Notice - For every meeting of
---------------------------------------
Shareholders, at any time that the Corporation has more than fifteen (15)
Shareholders entitled to vote at a meeting of Shareholders, the
Corporation shall prepare a list of Shareholders entitled to receive
notice of the meeting, arranged in alphabetical order and showing the
number of shares entitled to vote at the meeting held by each
Shareholder. If a record date for the meeting is fixed pursuant to
Section 10.07, the Shareholders listed shall be those registered or
constructively registered pursuant to the Act at the close of business of
the record date, such list to be prepared on a day not later than ten
(10) days after such record date. If no record date is fixed, the list
of Shareholders shall be prepared no later than the close of business on
the day immediately preceding the day on which notice of the meeting is
given, or where no such notice is given, the day on which the meeting is
held. The list shall be available for examination by any Shareholder
during usual business hours at the records office of the Corporation or
at the place where the central securities register is kept and at the
place where the meeting is held.
10.07 Record Date for Notice - The Board may fix in advance the
----------------------
record date, preceding the date of any meeting of Shareholders by not
more than fifty (50) days and not less than twenty-one (21) days for the
determination of the Shareholders entitled to notice of the meeting,
provided that notice of any such record date is given, not less than
seven (7) days before such record date, by newspaper advertisement in the
manner provided in the Act. If no record date is so fixed, the record
date for the determination of the Shareholders entitled to notice of the
meeting shall be the close of business on the day immediately preceding
the day on which the notice is given, or if no notice is given, the day
on which the meeting is held.
10.08 Meeting Without Notice - A meeting of Shareholders may be held
----------------------
without notice at anytime and place permitted by the Act:
(a) if all the Shareholders entitled to vote thereat are present in
person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consented to such
meeting being held, and
(b) if the auditor and the Directors are present or waived notice of or
otherwise consent to such meeting being held.
EXHIBIT 3.2 - Pg. 20
At such meeting any business may be transacted which the Corporation at a
meeting of Shareholders may transact. If the meeting is held at a place
outside the Yukon Territory, Shareholders not present or represented by
proxy, but who have waived notice of or otherwise consented to such
meeting, shall also be deemed to have consented to the meeting being held
at such place.
10.09 Meetings by Telephone - If all the Shareholders consent, a
---------------------
Shareholder may participate in a meeting of Shareholders by means of such
telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a Shareholder
participating in such meeting by such consent shall be effective whether
given before or after the meeting to which it relates.
10.10 Chairman, Secretary and Scrutineers - The Chairman of any
-----------------------------------
meeting of Shareholders shall be the first mentioned of such of the
following Officers as have been appointed and who is present at the
meeting: Chairman of the Board, President, Managing Director, or a Vice
President. If no such Officer is present within fifteen (15) minutes
from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be Chairman. If the
Secretary of the Corporation is absent, the Chairman shall appoint some
person, who need not be a Shareholder, to act as Secretary of the
meeting. If desired, 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.
10.11 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 and auditor of the Corporation and others who,
although not entitled to vote, are entitled or required under any
provision of the Act or the Articles or By-Laws to be present at the
meeting. Any other person may be admitted only on the invitation of the
Chairman of the meeting or with the consent of the meeting.
10.12 Quorum - Subject to Sections 10.22, 10.23 and the Act, a
------
quorum for the transaction of business at any meeting of Shareholders
shall be two (2) persons present in person, each being a Shareholder
entitled to vote thereat or a duly appointed proxy for an absent
Shareholder so entitled and together holding or represented by proxy not
less than ten percent (10%) of the outstanding shares of the Corporation
entitled to vote at the meeting save and except if there is only one
Shareholder the quorum shall consist of that one Shareholder. If a
quorum is present at the opening of any meeting of Shareholders, the
Shareholders present or represented by proxy may proceed with the
business of the meeting notwithstanding that a quorum is not present
throughout the meeting. If a quorum is not present within one-half hour
of the time appointed for convening of any meeting of Shareholders, the
Shareholders present or represented by proxy may adjourn the meeting to a
EXHIBIT 3.2 - Pg. 21
fixed time and place subject to Section 10.20 but may not transact any
other business provided, however, that if no provision for adjournment is
made at any meeting or adjourned meeting at which a quorum is present,
the meeting shall be dissolved.
10.13 Right to Vote - Record Date for Voting - Subject to the
--------------------------------------
provisions of the Act as to authorized representative of any other body
corporate, at any meeting of Shareholders in respect of which the
Corporation has prepared the list referred to in Section 10.06, every
person who is named in such list shall be entitled to vote the shares
shown thereon opposite his name except, where the Corporation has fixed a
record date in respect of such meeting pursuant to Section 10.07, to the
extent that such person has transferred any of his shares after such
record date and the transferee, upon producing properly endorsed
Certificates evidencing such shares or otherwise establishing that he
owns such shares, demands not later than ten (10) days before the meeting
that his name be included in such list, in which event the transferee
alone shall be entitled to vote the transferred shares at the meeting.
Where no record date for notice has been fixed and no notice of meeting
given, or in the absence of a list prepared as aforesaid in respect of a
meeting of Shareholders, every person shall be entitled to vote at the
meeting who at the time is entered in the securities register as the
holder of one or more shares carrying the right to vote at such meeting.
10.14 Proxies
-------
(a) Subject to subparagraph 10.14(c) every Shareholder entitled to vote
at a meeting of Shareholders, may appoint a proxyholder, or one or
more alternate proxyholders, who need not by Shareholders, to
attend and act at the meeting in the manner and to the extent
authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the Shareholder or his attorney and
shall conform with the requirements of the Act. An instrument of
proxy shall be valid only at the meeting in respect of which it is
given or any adjournment thereof.
(b) Subject to subparagraph 10.14(c) any corporation, other than a
Prohibited Corporate Shareholder, which is a Shareholder of the
Corporation may be resolution of its Directors or other governing
body authorize such persons as it thinks fit to act as its
representative at any meeting or class meeting. The person so
authorized shall be entitled to exercise in respect of and at such
meeting the same powers on behalf of the Corporation which he
represents as that corporation could exercise if it were an
individual member of the Corporation personally present, including,
without limitation, the right, unless restricted by such
resolution, to appoint a proxyholder to represent such Corporation,
EXHIBIT 3.2 - Pg. 22
and shall, if present at the meeting, be counted for the purpose of
forming a quorum and be deemed to be a member present at the
meeting. Evidence of the appointment of any such representative
may be sent to the Corporation by written instrument, telegram,
telex or any method of transmitting legible recorded messages.
(c) Professional Corporations - Notwithstanding subparagraph 10.14(a)
-------------------------
or (b), the appointing of a proxyholder or one or more alternate
proxyholders or the entering into of a voting trust agreement or
other type of agreement vesting voting rights shall be subject to
any restrictions or qualifications provided for in any act or
regulation to which the Corporation or its Shareholders are subject
to, including but not limited to the Legal Professions Act and the
Medical Professions Act.
10.15 Time for Deposit of Proxies - The Board may specify in a
---------------------------
notice calling a meeting of Shareholders a time, preceding the time of
such meeting by nor more than forty-eight (48) hours exclusive of non-
business days, before which time proxies to be used at such meeting must
be deposited. A proxy shall be acted upon only if, prior to the time so
specified, it shall have been deposited with the Corporation or an agent
thereof specified in such notice or, if no such time is specified in such
notice, unless it has been received by the Secretary of the Corporation
or by the Chairman of the meeting or any adjournment thereof prior to the
time of voting.
10.16 Joint Shareholders - If two or more persons hold shares
------------------
jointly, any one of them present in person or represented by proxy at a
meeting of Shareholders may, in the absence of the other or others, vote
the shares but if two or more of those persons are presently in person or
represented by proxy and vote, they shall vote as one on the shares
jointly held by them and in the absence of agreement between those so
voting the person names first in the Register shall vote the shares.
10.17 Votes to Govern - At any meeting of Shareholders every
---------------
question shall, unless otherwise required by the Articles or By-Laws or
by law, be determined by the majority of the votes cast on the question.
In case of an equality of votes either upon a show of hands or upon a
poll, the Chairman of the meeting shall not be entitled to a second or
casting vote.
10.18 Motion - The Chairman may propose or second a motion.
------
10.19 Show of Hands - Subject to the provisions of the Act any
-------------
question at a meeting of Shareholders shall be decided by a show of hands
unless a ballot thereon is required or demanded as hereinafter provided.
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 is so required or
EXHIBIT 3.2 - Pg. 23
demanded, a declaration by the Chairman of the meeting that the vote upon
the question has been carried or carried by a particular majority or not
carried, an entry to that effect in the minutes of the meeting shall be
conclusive evidence of the fact without proof of the number or proportion
of the votes recorded in favor of or against any resolution or other
proceeding in respect of the said questions, and the result of the vote
so taken shall be the decision of the Shareholders upon the said
question.
10.20 Ballots
-------
(a) On any question proposed for consideration at a meeting of
Shareholders, and whether or not a show of hands has been taken
thereof, any Shareholder or proxyholder entitled to vote at the
meeting may require or demand a ballot. A ballot so required or
demanded shall be taken in such manner as the Chairman shall
direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken
each person present shall be entitled in respect of the shares
which he is entitled to vote at the meeting upon the question, to
that number of votes provided by the Act or the Articles, and the
result of the ballot so taken shall be the decision of the
Shareholders upon the said question.
(b) No ballot may be demanded on the election of a Chairman. A ballot
demanded on a question of adjournment shall be taken forthwith. A
ballot demanded on any other question shall be taken as soon as, in
the opinion of the chairman, is reasonably convenient, but in no
event later than seven (7) days after the meeting and at such time
and place and in such manner as the chairman of the meeting
directs. The result of the ballot shall be deemed to be the
resolution of and passed at the meeting at which the ballot was
demanded. Any business other than that upon which the ballot has
been demanded may be preceded with pending the taking of the
ballot. In any dispute as to the admission or rejection of a vote
the decision of the chairman made in good faith shall be final and
conclusive.
10.21 Adjournment - If a meeting of Shareholders is adjourned for
-----------
less than thirty (30) days, it shall not be necessary to give notice of
the adjourned meeting, other than by announcement at the earliest meeting
that it is adjourned. If a meeting of Shareholders is adjourned by one
or more adjournments for an aggregate of thirty (3) days or more, notice
of the adjourned meeting shall be given as for an original meeting. At
any such adjourned meeting no business shall be transacted other than
business left unfinished at the meeting from which the adjournment took
place.
10.22 Resolution in Writing - A resolution in writing signed by all
---------------------
EXHIBIT 3.2 - Pg. 24
the Shareholders entitled to vote on that resolution at a meeting of
Shareholders is as valid as if it had ben passed at a meting of the
Shareholders, and shall be held to relate to any date therein stated to
be the effective date thereof.
10.23 Only One Shareholder - Where the Corporation has only one
--------------------
Shareholder or only one holder of any class or series of shares, the
Shareholder present in person or by proxy constitutes a meeting.
10.24 Only Two Shareholders - Where the Corporation has only two
---------------------
Shareholders a quorum for transaction of business at any meeting of
Shareholders shall be one (1) person present in person, being a
Shareholder entitled to vote thereat, or a duly appointed proxy of said
Shareholder, holding not less than ten percent (10%) of the outstanding
shares of the Corporation entitled to vote at the meeting.
Section Eleven
--------------
DIVISIONS AND DEPARTMENTS
-------------------------
11.01 Creation and Consolidation of Divisions - The Board may cause
---------------------------------------
the business and operations of the Corporation or any part thereof to be
divided or to be segregated into one or more divisions upon such basis,
including without limitation, character or type of operation,
geographical territory, product manufactured or service rendered, as the
Board may consider appropriate in each case. The Board may also cause
the business and operations of any such division to be further divided
into sub-units and the business and operations of any such divisions or
sub-units to be consolidated upon such basis as the Board may consider
appropriate in each case.
11.02 Name of Division - Subject to the Act any division or its sub-
----------------
units may be designated by such name as the Board may from time to time
determine and may transact business, enter into contracts, sign checks
and other documents of any kind and do all acts and things under such
name, provided that the Corporation shall set out its name in legible
characters in all contracts, invoices, negotiable instruments and orders
for goods or services issued or made by or on behalf of the Corporation.
Any such contract, check or documents shall be binding upon the
Corporation as if it had been entered into or signed in the name of the
Corporation.
11.03 Officers of Division - From time to time the Board or if
--------------------
authorized by the Board, the Chief Executive Officer, may appoint one or
more Officers for any division, prescribe their powers and duties and
settle their terms of employment and remuneration. The Board or, if
EXHIBIT 3.2 - Pg. 25
authorized by the Board, the Chief Executive Officer, may remove at its
or his pleasure any Officers so appointed, without prejudice to such
Officer=s right under any employment contract. Officers of divisions or
their sub-units shall not, as such, be Officers of the Corporation.
Section Twelve
--------------
NOTICES
-------
12.01 Method of Giving Notices - Any notice (which term includes any
------------------------
communication or document) to be given (which term includes sent,
delivered or served) pursuant to the Act, the regulation thereunder, the
Articles, the By-Laws or otherwise to a Shareholder, Director, Officers,
auditor or member of a Committee of Directors shall be sufficiently given
if delivered personally to the person to whom it is to be given or if
delivered to his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have
been given when it is delivered personally or to the recorded address as
aforesaid; a notice so mailed shall be deemed to have been received by
him at the time it would be delivered in the ordinary course of mails;
and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or
delivered to the appropriate communication corporation or agency or its
representative for dispatch. Subject to the Act, a notice of meeting of
Shareholders shall be deemed to have been sent to the Shareholder on the
day on which it is deposited in the mail. The Secretary may change or
cause to be changed the recorded address of any Shareholder, Director,
Officer, auditor or member of a Committee of Directors in accordance with
any information believed by him to be reliable.
12.02 Notice of Joint Shareholders - If two or more persons are
----------------------------
registered as joint holders of any share, any notice shall be addressed
to all of such joint holders but notice given to any one or more of such
persons at the recorded address for such joint shareholders shall be
sufficient notice to all of them.
12.03 Computation of Time - In computing the date when notice must
-------------------
be given under any provision requiring a specified number of days notice
of any meeting or other event, the date of giving the notice shall be
excluded and the date of the meeting or other event in respect of which
the notice is being given shall be included.
12.04 Undelivered Notices - If any notice given to a Shareholder
-------------------
pursuant to Section 12.01 is return on three (3) consecutive occasions
because he cannot be found or served or is unknown at his recorded
EXHIBIT 3.2 - Pg. 26
address, the Corporation shall not be required to given any further
notices to such Shareholder until he informs the Corporation in writing
of his new recorded address.
12.05 Proof of Service - A certificate of the Secretary or other
----------------
duly authorized Officer of the Corporation in office at the time of the
making of the certificate, or of any agent of the Corporation as to the
facts in relation to the mailing or delivery or sending of any notice to
any Shareholder, Director, the auditors, or conclusive evidence thereof
and shall be binding on every Shareholder, Director, the auditors or any
Officer of the Corporation as the case may be.
12.06 Omissions and Errors - The accidental omission to give any
--------------------
notice to any Shareholder, Director, Officer, auditor or member of a
Committee of Directors or the non-receipt of any notice by any such
person or any error in any notice not affecting the substance thereof
shall not invalidate any action taken at the meeting held pursuant to
such notice or otherwise founded thereon.
12.07 Persons Entitled by Death or Operation of Law - Every person
---------------------------------------------
who by operation of law, transfer, death of a Shareholder or any other
means whatsoever, shall become entitled to any share, shall be bound by
every notice in respect of such share which shall have been duly given to
the Shareholder from whom he derives his title prior to such person=s name
and address being entered on the securities register (whether such notice
was given before or after the happening of the event upon which he became
so entitled) and prior to his furnishing to the Corporation the proof of
authority or evidence of this entitlement prescribed by the Act.
12.08 Waiver of Notice - Any Shareholder (or his duly appointed
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proxyholder), Director, Officer, auditor or member of a Committee of
Directors may at any time waive the sending of any notice, or waive or
abridge the time for any notice, required to be given to him under any
provision of the Act, the regulations thereunder, the Articles, the By-
Laws or otherwise and such waiver or abridgement shall cure any default
in the giving or the time of such notice, as the case may be. Any such
waiver or abridgement shall be in writing except a waiver of notice of a
meeting of Shareholders or of the Board which may be given in any manner.
Section Thirteen
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13.01 Unanimous Shareholder Agreement - In the event of any conflict
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between the By-Laws and any Unanimous Shareholder Agreement, the
provisions of the Unanimous Shareholder Agreement shall govern.
EXHIBIT 3.2 - Pg. 27
