Management of a Company Limited by Shares Regulations
made under Sections 7 and 8 of the
R.S.N.S. 1989, c. 81
O.I.C. 91-828 (July 11, 1981), N.S. Reg. 155/91
Table of Contents
Forfeiture of shares
Validity of sales
Transmission of shares
Increase or reduction of capital
Interest on share capital
Modification of rights of shareholders
Proceedings at general meetings
Chairman of the Board
Powers of directors
Secretary and Treasurer
Auditors and audit
Lien on shares
Transfer of shares
Alteration of capital
Classes of shares
Surrender of shares
Votes of members
Election of directors
The President and Vice-President
Proceedings of directors
1 (1) In these regulations, unless the context otherwise requires, expressionsdefined by the Companies Act, or any statutory modification thereof in forceat the date [on] which these regulations become binding on the company,shall have the meanings so defined.
(2) In these regulations
(a) "Act" means the Companies Act as amended;
(b) "Article" means "regulation";
(c) "Directors" or "Board" means the directors for the time being of theCompany;
(d) "dividend" includes bonus;
(e) "member" means shareholder and vice versa;
(f) "month" means calendar month;
(g) "Office" means the registered office for the time being of the Company;
(h) "proxy holder" includes an alternate proxy holder;
(i) "Register" means the register of members to be kept pursuant to Section42 of the Act;
(j) "Registrar" means the Registrar of Joint Stock Companies;
(k) "reporting company" and "reporting issuer" shall have the meanings asset out in Section 2 of the Act;
(l) "Secretary" includes any person appointed to perform the duties ofSecretary temporarily;
(m) "special resolution" has the meaning assigned by Section 87 of the Act;
(n) "this Table" includes any amendments made thereto;
(o) "written" and "in writing" mean and include words printed,lithographed, represented or reproduced in any mode in a visible form.
(3) In these Articles, words importing
(a) the singular number only, include the plural number and vice versa;
(b) the masculine gender only, include the feminine gender; and
(c) persons include bodies corporate.
2 The directors may enter into and carry into effect or adopt and carry into effect anyagreement or agreements from time to time made by or with the promoters of theCompany by or on behalf of the Company with full power nevertheless from timeto time to agree to any modification of the terms of such agreement or agreementseither before or after execution thereof.
3 The directors may, out of any moneys of the Company for the time being in theirhands, pay all expenses incurred in or about the formation and establishment of theCompany, including the expenses of registration.
4 The business of the Company may be commenced as soon after incorporation asthe directors may think fit, and notwithstanding that part only of the shares mayhave been allotted.
5 The directors shall control the shares and, subject to the provisions hereinafter setout, may allot or otherwise dispose of them to such persons at such times, on suchterms and conditions and either at a premium or at par as they think fit.
6 (1) The directors may pay on behalf of the Company a reasonable commission toany person in consideration of the person subscribing or agreeing tosubscribe, whether absolutely or conditionally, for any shares in theCompany, or the person procuring or agreeing to procure subscriptions forany shares in the Company.
(2) The Commission may be paid or satisfied in cash or in shares, debentures ordebenture stock of the Company.
7 The Company may make arrangements on the issue of shares for a differencebetween the holders of such shares in the amount of calls to be paid and the time ofpayment of such calls.
8 If by the conditions of allotment of any shares, the whole or part of the amount orissue price thereof is payable by instalments, every such instalment shall when due,be paid to the Company by the person who, for the time being and from time totime, shall be the registered holder of the share, or the legal personal representativeof the registered holder.
9 Shares may be registered in the names of joint holders not exceeding three innumber.
10 (1) The joint holders of a share shall be severally as well as jointly liable for thepayment of all instalments and calls due in respect of such share.
(2) On the death of one or more joint holders of shares, the survivor or survivorsof them shall alone be recognized by the Company as having title to theshares.
11 Save as herein otherwise provided, the Company shall be entitled to treat theregistered holder of any share as the absolute owner thereof, and accordingly shallnot, except as ordered by a Court of competent jurisdiction, or as by statuterequired, be bound to recognize any equitable or other claim to or interest in suchshare on the part of any other person.
12 (1) Certificates of title to shares shall be in the following form or as near theretoas circumstances will permit, or in such other form as the directors may fromtime to time approve:
This is to certify that _________________________ is the registered ownerof _________ fully paid and non-assessable common shares of_________________ transferable only on the books of the Company (subjectto the restrictions imposed by the articles of association of the Company) bythe holder thereof in person or by duly authorized attorney upon surrender ofthis Certificate properly endorsed.
IN WITNESS WHEREOF the Company has caused this Certificate to besigned by its duly authorized officers and to be sealed with the seal of theCompany this ___ day of _______________, 19___.
(2) Certificates of title to shares shall be signed by
(a) the President, a vice-president or a director,
(b) the Secretary, an assistant secretary or such other persons as thedirectors may authorize; and
(c) if the directors have appointed a transfer agent for the company, anauthorized officer of such transfer agent.
(3) The signature of the President or Vice-President and, if a transfer agent hasbeen appointed, of the Secretary or assistant secretary may be engraved,lithographed or printed upon the certificates or any one or more of them andall such certificates, when signed by the Secretary, an assistant secretary, suchother person as the directors authorize, or, if a transfer agent has beenappointed, an authorized officer of such transfer agent, shall be valid andbinding upon the Company.
(4) If the Company has appointed only one director and officer, sharecertificates shall be signed by that director alone as sole director.
13 Subject to any Articles made at any time by the directors, each shareholder mayhave title to the shares registered in the name of the shareholder evidenced by anynumber of certificates so long as the aggregate of the shares stipulated in suchcertificates equals the aggregate registered in the name of the shareholder.
14 Where shares are registered in the names of two or more persons, the Companyshall not be bound to issue more than one certificate or one set of certificates, andsuch certificate or set of certificates shall be delivered to the person first named onthe Register.
15 If any certificate is worn out or defaced, then, upon production of the certificate tothe directors, they may order the same to be cancelled, and may issue a newcertificate in lieu thereof; and if any certificate is lost or destroyed, then, uponproof thereof to the satisfaction of the directors, and on such indemnity as thedirectors deem adequate being given, a new certificate in lieu thereof shall begiven to the person entitled to such lost or destroyed certificate.
16 The sum of one dollar, or such sum as the directors determine, shall be paid to theCompany for every certificate, issued in respect of any share or shares, except thefirst.
17 The directors may cause to be kept in any place or places either in or outside of theProvince, one or more branch registers of members.
18 (1) The directors may from time to time make such calls as they think fit uponthe shareholders in respect of all moneys unpaid on the shares held by themrespectively and not be [by] the conditions of allotment thereof made payableat fixed times, and each shareholder shall pay the amount of every call somade on the shareholder to the person and at the times and places appointedby the directors.
(2) A call may be made payable by instalments.
19 A call shall be deemed to have been made at the time when the resolution of thedirectors authorizing such call was passed.
20 At least fourteen days' notice of any call shall be given, and such notice shallspecify the time and place at which and the person to whom such call shall be paid.
21 If the sum payable in respect of any call or instalment is not paid on or before theday appointed for payment thereof, the person from whom the sum is due shall payinterest for the same at the rate of ten per cent per annum from the day appointedfor the payment thereof up to the time of the actual payment.
22 On the trial or hearing of any action for the recovery of any money due for any callit shall be sufficient to prove that the name of the member sued is entered on theRegister as the holder, or one of the holders, of the share or shares in respect ofwhich such debt accrued, that the resolution making the call is duly recorded in theminute book and that notice of such call was duly given to the member sued inpursuance of these Articles and it shall not be necessary to prove the appointmentof the directors who made such call nor any other matters whatsoever, but theproof of the matters aforesaid shall be conclusive evidence of the debt.
23 The directors may, if they think fit, receive from any member willing to advancethe same, all or any part of the moneys due upon the shares held by the memberbeyond the sums actually called for and upon the moneys so paid or satisfied inadvance, or so much thereof as from time to time exceeds the amount of the callsthen made upon the shares in respect of which such advance has been made, theCompany may pay interest at such rate, not exceeding ten per cent per annum, asthe member paying such sum in advance and the directors agree upon, or thedirectors may agree with such member that a member may participate in profitsupon the amounts so paid or satisfied in advance.
Forfeiture of shares
24 If any member fails to pay any call or instalment on or before the day appointed forthe payment of the same, the directors may at any time thereafter, during such timeas the call or instalment remains unpaid, serve a notice on such member requiringthe member to pay the same, together with any interest that may have accrued, andall expenses that may have been incurred by the Company by reason of such non-payment.
25 (1) The notice shall name a day, not being less than fourteen days after the dateof the notice, and a place or places, on and at which such call or instalmentand such interest and expenses as aforesaid are to be paid.
(2) The notice shall also state that in the event of non-payment on or before theday and at the place or one of the places so named, the shares in respect ofwhich the call was made or instalment is payable will be liable to be forfeited.
26 (1) If the requisitions of any such notice as aforesaid are not complied with, anyshares in respect of which such notice has been given may, at any timethereafter, before payment of all calls or instalments, interest and expensesdue in respect thereof, be forfeited by a resolution of the directors to thateffect.
(2) Such forfeiture shall include all dividends declared in respect of the forfeitedshares, and not actually paid before the forfeiture.
27 When any share has been so forfeited, notice of the resolution shall be given to themember in whose name it stood immediately prior to the forfeiture, and an entry ofthe forfeiture, with the date thereof shall forthwith be made in the Register.
28 Any share so forfeited shall be deemed to be the property of the Company, and thedirectors may sell, re-allot or otherwise dispose of the same in such manner as theythink fit.
29 The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditionsas they think fit.
30 Any member whose shares have been forfeited shall, notwithstanding, be liable topay, and shall forthwith pay to the Company all calls, instalments, interest andexpenses owing upon, or in respect of such shares at the time of the forfeiture,together with interest thereon, at the rate of ten per cent per annum, from the timeof forfeiture until payment and the directors may enforce the payment thereof ifthey think fit, but shall be under no obligation to do so.
31 A certificate in writing under the hands of one of the directors and countersignedby the Secretary or a certificate under the hand of a sole director if there be onlyone, stating that a share has been duly forfeited on a specified date in pursuance ofthese Articles and the time when it was forfeited shall be conclusive evidence ofthe facts therein stated as against all persons who would have been entitled to theshare but for such forfeiture.
Lien on shares
32 (1) The Company shall have a first and paramount lien upon all shares, otherthan fully paid up shares, registered in the name of each shareholder, whethersolely or jointly with others, and upon the proceeds from the sale thereof forthe debts of the shareholder, liabilities and other engagements, solely orjointly with any other person, to or with the Company, whether or not theperiod for the payment, fulfillment or discharge thereof has actually arrived,and such lien shall extend to all dividends from time to time declared inrespect of such shares.
(2) Unless otherwise agreed, the registration of a transfer of shares shall operateas a waiver of any lien of the Company on such shares.
33 For the purpose of enforcing such lien, the directors may sell the shares subject tothe lien in such manner as they think fit; but no sale shall be made until the periodfor payment, fulfillment or discharge of such debts, liabilities or other engagementshas arrived, and until notice in writing of the intention to sell has been given tosuch member, the member's executors or administrators and default shall have beenmade by the member or them in the payment, fulfillment or discharge of suchdebts, liabilities or engagements for seven days after such notice.
34 The net proceeds of any such sale after payment of the costs of such sale shall beapplied in or towards the satisfaction of such debts, liabilities or engagement andthe residue, if any, paid to such member or the executors, administrators or assignsof the member.
Validity of sales
35 Upon any sale, after forfeiture or for enforcing a lien, in purported exercise of thepowers given by these Articles, the directors may cause the purchaser's name to beentered in the Register in respect of the shares sold, and the purchaser shall not bebound to see the regularity of the proceedings or to the application of the purchasemoney, and after the name of the purchaser has been entered in the Register inrespect of such shares, the validity of the sale shall not be impeached by any personand the remedy of any person aggrieved by the sale shall be in damages only andagainst the Company exclusively.
Transfer of shares
36 The instrument of transfer of any share in the Company shall be signed by thetransferrer and the transferrer shall be deemed to remain the holder of such shareuntil the name of the transferee is entered in the Register in respect thereof, andshall be entitled to receive any dividend declared thereon before the registration oftransfer.
37 The instrument of transfer of any share shall be in writing in the following form, oras near thereto as circumstances will permit:
For value received _____________________________ hereby, sell, assign andtransfer unto _____________ shares of the capital stock represented by the withincertificate, and do hereby irrevocably constitute and appoint __________________ attorney to transfer the said stock on the books of thewithin named Corporation with the full power of substitution in the premises.
Dated the ____ day of ______________, 19____.
38 Where shares are held in the Canadian Depository for Securities, a transfer may beeffected by any means approved by the Depository.
39 The directors may, without assigning any reason therefor, decline to register anytransfer of shares not fully paid up or upon which the Company has a lien.
40 (1) No transfer of prescribed securities shall be registered unless and until thedirectors have by a resolution approved the transfer of such prescribedsecurities and the registration of the transfer and the directors shall be underno obligation to give such approval or to give any reason for withholding thesame.
(2) The number of holders of prescribed securities of the Company exclusive ofpersons who are in the employment of the Company shall not exceed fifty(50), two or more persons holding one or more prescribed securities jointlybeing counted as a single holder.
(3) The Company shall not distribute any of its prescribed securities or securitiesconvertible into or exchangeable for prescribed securities to the public.
(4) In this Article, "prescribed securities" means securities prescribed by theNova Scotia Securities Commission for the purpose of the definition of"private company" contained in the Securities Act and "distribute" and"securities" have the meanings ascribed to those terms in the Securities Act.
41 Every instrument of transfer shall be left at the Office of the Company or itstransfer agent where the principal or branch register of members is maintained forregistration together with the certificate of the shares to be transferred and suchother evidence as the Company may require to prove the title of the transferrer orright of the transferrer to transfer the shares.
42 A fee not exceeding five dollars may be charged for each transfer and shall, ifrequired by the directors, be paid before the registration thereof.
43 Every instrument of transfer shall, after the registration thereof, remain in thecustody of the Company, but any instrument of transfer which the directorsdecline to register shall, except in the case of fraud, be returned to the persondepositing the same.
44 The transfer books and Register of members may be closed during such time as thedirectors think fit, not exceeding in the whole thirty days in each year.
Transmission of shares
45 Notwithstanding anything in these Articles, if the Company has only one member,not being one of several joint holders, and that member dies, the executors oradministrators of such deceased member shall be entitled to register themselves inthe register of members as the holders of such deceased member's share whereuponthey shall have all the rights given by these Articles and law to members.
46 The executors or administrators of a deceased sole holder of a share shall be theonly persons recognized by the Company as having any title to the share, and in thecase of a share registered in the names of two or more holders, the survivor orsurvivors, or the executors or administrators of the deceased survivor, shall be theonly persons recognized by the Company as having any title to, or interest in, theshare.
47 (1) Any person becoming entitled to shares in consequence of the death orbankruptcy of any member, or in any other way than by allotment or transfer,upon producing such evidence of the person being entitled to act in thecapacity claimed, or of the title of the person, as the directors think sufficient,may, with the consent of the directors, which they shall not be under anyobligation to give, be registered as a member in respect of such shares ormay, without being registered, transfer such shares subject to the provisionsof these Articles respecting the transfer of shares.
(2) The directors shall have the same right to refuse to register a person entitledby transmission to any shares, or the nominee of the person, as if the personwere the transferee named in an ordinary transfer presented for registration.
(3) This Article is hereinafter referred to as the "transmission clause".
48 The Company, with respect to fully paid-up shares, may issue warrants, hereinaftercalled "share warrants", stating that the bearer is entitled to the shares thereinspecified and may provide, by coupons or otherwise, for the payment of futuredividends on the shares included in such warrants.
49 (1) The directors may determine and, from time to time, vary the conditionsupon which share warrants shall be issued, and in particular the conditionsupon which a new share warrant or coupon will be issued in the place of oneworn out, defaced, lost or destroyed or upon which the bearer of a sharewarrant shall be entitled to attend and vote at general meetings, or uponwhich a share warrant may be surrendered and the name of the bearer enteredin the Register in respect of the shares therein specified.
(2) Subject to such conditions, and to these presents, the bearer of a sharewarrant shall be a member to the full extent.
(3) The bearer of a share warrant shall be subject to the conditions for the timebeing in force, whether made before or after the issue of such warrant.
Increase or reduction of capital
50 The Company may, from time to time by resolution of its members passed at ageneral meeting, increase its capital by the creation of new shares of such amountas it thinks expedient.
51 The new shares may be issued upon such terms and conditions, and with suchrights and privileges annexed thereto as the general meeting resolving upon thecreation thereof shall direct; and if no direction be given, as the directors shalldetermine, and in particular, but without limiting the generality of the foregoing,such shares may be issued with a preferential or qualified right to dividends and tothe assets of the Company upon distribution and with a special, or without, anyright of voting.
52 The Company in general meeting may, before the issue of any new shares,determine that the same, or any of them, shall be offered in the first instance to allthe then members or to the members of any class, in proportion to the amount ofthe capital held by them, or make any other provisions as to the issue and allotmentof the new shares; but in default of any such determination, or so far as the sameshall not extend, the new shares may be dealt with as if they formed part of theshares in the original capital.
53 Except so far as otherwise provided by the conditions of issue, or by theseArticles, any capital raised by the creation of new shares shall be considered part ofthe original capital, and shall be subject to the provisions herein contained withreference to the payment of calls and instalments, transfer and transmission,forfeiture, lien and otherwise.
54 The Company may, from time to time, by special resolution reduce its share capitalin any way and with, and subject to, any incident authorized and consent requiredby law.
55 Any action proposed to be taken by the Company pursuant to Articles 50 and 51shall, where and to the extent that subsection 12(1) of the Third Schedule to theAct applies to such action, be subject to the additional approvals required by thatsubsection and those Articles shall not limit in any way the application of thatsubsection.
Alteration of capital
56 The Company may from time to time in general meeting consolidate and divide allor any of its share capital into shares of larger amount than its existing shares.
57 The Company may from time to time in general meeting convert all or any of itspaid-up shares into stock, and reconvert that stock into paid-up shares of anydenomination.
58 (1) The Company may from time to time by special resolution subdivide itsshares, or any of them, into shares of smaller amount than is fixed by thememorandum of association so, however, that in the subdivision theproportion between the amount paid and the amount if any, unpaid on eachreduced share shall be the same as it was in the case of the share from whichthe reduced share is derived.
(2) The special resolution whereby any share is subdivided may determine that,as between the holders of the shares, resulting from such sub-division, one ormore of such shares shall have some preference or special advantage asregards dividend, capital, voting, or otherwise, over, or as compared with theothers, or other.
59 The Company may from time to time in general meeting exchange shares of onedenomination for another.
60 The Company may from time to time in general meeting cancel shares which, atthe date of passing of the resolution in that behalf, have not been taken or agreed tobe taken by any person, and diminish the amount of its share capital by the amountof the shares so cancelled.
61 The Company may from time to time by special resolution convert any part of itsunissued share capital into preference shares redeemable or purchasable by theCompany in the manner provided in the Act.
62 The Company may from time to time by special resolution provide for the issue ofshares without any nominal or par value.
63 The Company may from time to time by special resolution, except in the case ofpreferred shares, convert all or any of its previously authorized unissued or issuedand fully paid-up shares with nominal or par value into the same number of shareswithout any nominal or par value and reduce, maintain or increase accordingly itsliability on any of its shares so converted, but the power to reduce its liability onany of its shares so converted where it results in a reduction of capital may only beexercised as provided by the Act.
64 (1) The Company may from time to time by special resolution convert all or anyof its previously authorized unissued or issued and fully paid-up shares,without nominal or par value, into the same or a different number of shareswith nominal or par value.
(2) For such purpose the shares issued without nominal or par value andreplaced by shares with a nominal or par value shall be considered as fullypaid, but their aggregate par value shall not exceed the value of the net assetsof the Company as represented by the shares without par value issued beforethe conversion.
65 Subject to the provisions of the Act from time to time in force, the Company may,if authorized by special resolution, purchase or otherwise acquire shares issued byit.
66 Any action proposed to be taken by the Company pursuant to Articles 56 to 64,inclusive, shall, where and to the extent that subsection 12(1) of the ThirdSchedule to the Act applies to such action, be subject to the additional approvalsrequired by that subsection and these Articles shall not limit in any way theapplication of that subsection.
Interest on share capital
67 (1) Subject to Section 56 of the Act, the Company may pay interest at a rate notexceeding six per cent (6%) per annum on share capital issued and paid upfor the purpose of raising money to defray the expenses of the construction ofany works or buildings or the provision of any plant which cannot beoperated profitably for a lengthy period of time.
(2) Such interest may be paid for such period and may be charged to capital aspart of the cost of construction of the work or building or of the provision ofthe plant.
(3) The payment of the interest shall not operate to reduce the amount paid up onthe shares in respect of which it is paid.
(4) The accounts of the Company shall show full particulars of the paymentduring the period to which the accounts relate.
Classes of shares
68 (1) Subject to the provisions, if any, in that behalf, of the memorandum ofassociation, and without prejudice to any special rights previously conferredon the holders of existing shares, any share may be issued with suchpreferred, deferred or other special rights, or such restrictions, whether inregard to dividends, voting, return of share capital or otherwise, as theCompany may from time to time by special resolution determine.
(2) Any preference shares may, with the sanction of a special resolution of theCompany, be issued on the terms that they are, at the option of the Company,liable to be redeemed or purchased by the Company.
(3) Any action proposed to be taken by the Company pursuant to this Articleshall, where and to the extent that subsection 12(1) of the Third Schedule tothe Act applies to such action, be subject to the additional approvals requiredby that subsection and this Article shall not limit in any way the application ofthat subsection.
Modification of rights of shareholders
69 (1) If at any time the share capital of the Company, by reason of the issue ofpreference shares or otherwise, is divided into different classes of shares inpursuance of the provisions of the next preceding Article or otherwise, all orany of the rights and privileges attached to any such class may, subject tosuch additional approvals required by subsection 12(1) of the Third Scheduleto the Act, be modified, altered, varied, affected, commuted, abrogated orotherwise dealt with by a resolution passed and confirmed by at least three-fourths in number of the issued shares of the class in the same manner as aspecial resolution at extraordinary general meetings of the holders of sharesof that class, and all the provisions hereinafter contained as to generalmeetings shall, mutatis mutandis, apply to every such meeting, but so that thequorum thereof shall be members holding, or representing by proxy one-fifthin number of the issued shares of the class.
(2) This Article is not, by implication, to curtail the power of modification whichthe Company would have if this Article were omitted.
Surrender of shares
70 (1) The directors may accept the surrender of any share by way of compromiseof any question as to the holder being properly registered in respect thereof.
(2) Any share so surrendered may be disposed of in the same manner as aforfeited share.
71 The directors on behalf of the Company may from time to time in their discretion
(a) raise or borrow money for the purposes of the Company or any of them;
(b) secure the repayment of moneys so raised or borrowed in such mannerand upon such terms and conditions in all respects as they think fit, andin particular by the execution and delivery of mortgages of theCompany's real or personal property, or by the issue of bonds,debentures or debenture stock of the Company secured by mortgage orotherwise or charged upon all or any part of the property of theCompany, both present and future, including its uncalled capital for thetime being; provided that the power to execute mortgages of theCompany's real or personal property and the power to issue bonds ordebentures or debenture stock secured by mortgage or otherwise shallnot be exercised by the directors except with the sanction of a specialresolution of the Company previously passed and, where confirmation isnecessary, confirmed in general meeting;
(c) sign or endorse bills, notes, acceptances, cheques, contracts, and otherevidence of securities for money borrowed or to be borrowed for thepurposes aforesaid;
(d) pledge debentures as security for loans.
72 Bonds, debentures, debenture stock and other securities may be made assignable,free from any equities between the Company and the person to whom the samemay be issued.
73 Any bonds, debentures, debenture stock and other securities may be issued at adiscount, premium, or otherwise, and with any special privileges as to redemption,surrender, drawings, allotment of shares, attending and voting at general meetingsof the Company, appointment of directors, and otherwise.
74 The first meeting of the Company shall be held within eighteen months from thedate of the registration of the memorandum of association of the Company and atsuch place as the directors may determine.
75 (1) Other general meetings shall be held once at least in every calendar year, atsuch time and place as may be determined by the directors and not more thanfifteen months after the preceding general meeting.
(2) All other meetings of the Company shall be called special general meetings.
76 The directors may, whenever they think fit, convene a special general meeting andthey shall, on the requisition of members of the Company holding not less than fiveper cent of the shares of the Company carrying the right to vote at the meetingsought to be held, forthwith proceed to convene a special general meeting of theCompany to be held at such time and place as may be determined by the directors.
77 The requisition must state the objects of the meeting required, and must be signedby the members making the same and shall be deposited at the registered Office ofthe Company, and may consist of several documents in like form each signed byone or more of the requisitionists.
78 If the directors do not proceed to cause a meeting to be held within twenty-onedays from the date of the requisition being so deposited, the requisitionists, or anyof them representing more than one-half of the total voting rights of all of them,may themselves convene the meeting, but any meeting so convened shall not beheld after three months from the date of such deposit.
79 If at any such meeting a resolution requiring confirmation at another meeting ispassed, the directors shall forthwith convene a further special general meeting forthe purpose of considering such resolution and, if thought fit, of confirming it as aspecial resolution; and if the directors do not convene the meeting within sevendays from the date of the passing of the first resolution, the requisitionists, or anyof them representing more than one-half of the total voting rights of all of them,may themselves convene the meeting.
80 Such meetings shall be convened in the same manner as nearly as possible as suchmeetings are to be convened by [the] directors.
81 At least seven clear days' notice of every general meeting, except in the case ofmeetings where subsection 12(1) or (2) of the Third Schedule to the Act applies,then at least twenty-one clear days' notice shall be given, specifying the place, dayand hour of the meeting, and, in the case of special business, the general nature ofsuch business, shall be given to the members entitled to be present at such meeting,either by advertisement or by notice sent by post or otherwise served as hereinafterprovided; and, with the consent in writing of all the members entitled to vote atsuch meeting, a meeting may be convened by a shorter notice and in any mannerthey think fit, or if all the members are present at a meeting, either in person or byproxy, notice of time, place and purpose of the meeting may be waived.
82 Where it is proposed to pass a special resolution, the two meetings may beconvened by one and the same notice, and it shall be no objection to such noticethat it only convenes the second meeting contingently upon the resolution beingpassed by the required majority at the first meeting.
83 The accidental omission to give any such notice to any of the members or the non-receipt of any such notice by any of the members shall not invalidate anyresolution passed at any such meeting.
Proceedings at general meetings
84 The business of an annual general meeting shall be to receive and consider thefinancial statements of the Company, the reports of the directors and of theauditors, if any, to elect directors in the place of those retiring and to transact anyother business which under these Articles ought to be transacted at an annualgeneral meeting.
85 Two members, where there is more than one member, personally present orrepresented by proxy and entitled to vote shall be [a] quorum for a generalmeeting, provided that a corporation which is a member of the Company andwhich has duly appointed a representative under the provisions of the Act who ispersonally present at the meeting, shall for the purposes of this clause beconsidered as if personally present thereat.
86 If within half an hour from the time appointed for the meeting a quorum is notpresent, the meeting, if convened upon such requisition as aforesaid, shall bedissolved; but in any other case it shall stand adjourned, to the same day, in thenext week, at the same time, and place, and if at such adjourned meeting a quorumis not present, those members entitled to vote as aforesaid who are present shall bea quorum, and may transact the business for which the meeting was called.
87 No business shall be transacted at any general meeting unless the quorum requisitebe present at the commencement of the business.
88 (1) All of the business which the Company may transact at an annual generalmeeting or special meeting may be transacted by resolution in writing andsigned by every shareholder who is entitled to vote and is as valid as if itwere transacted at a meeting of the shareholders satisfying all therequirements of the Act respecting meetings of the shareholders.
(2) A copy of every resolution referred to in sub-article (1) shall be kept with theminutes of proceedings of shareholders.
89 The Chairman of the Board shall be entitled to take the chair at every generalmeeting, or if there be no Chairman of the Board, or if at any meeting theChairman of the Board shall not be present within fifteen minutes after the timeappointed for holding such meeting, the President, or failing the President a vice-president, shall be entitled to take the chair and if neither the Chairman nor thePresident, or a vice-president, shall be present within fifteen minutes after the timeappointed for holding the meeting, the members present entitled to vote at saidmeeting shall choose another director as Chairman and if no director is present orif all the directors present decline to take the chair then the members presententitled to vote shall choose one of their number to be Chairman.
90 Every question submitted to a meeting shall be decided, in the first instance, by ashow of hands, and in the case of an equality of votes, the Chairman shall, both ona show of hands and on a poll, have a casting vote in addition to the vote or votesto which the Chairman may be entitled as a member.
91 At any general meeting a resolution put to the meeting shall be decided by a showof hands, unless a poll is, before or on the declaration of the result of show ofhands, demanded by the Chairman, or by a member, or by a proxy holder and,unless a poll is so demanded, a declaration by the Chairman that a resolution hasbeen carried, or carried by a particular majority, or lost, or not carried by aparticular majority, and an entry to that effect in the book of proceedings of theCompany shall be conclusive evidence of the fact without proof of the number orproportion of the votes recorded in favour or against such resolution.
92 (1) If a poll is demanded as aforesaid, it shall be taken in such manner, at suchtime and place as the Chairman of the meeting directs, and either at once, orafter an interval or adjournment or otherwise, and the result of the poll shallbe deemed to be the resolution of the meeting at which the poll wasdemanded.
(2) The demand of a poll may be withdrawn.
(3) In case of any dispute as to the admission or rejection of a vote, the Chairmanshall determine the same, and such determination made in good faith, shall befinal and conclusive.
93 The Chairman of a general meeting may, with the consent of the meeting, adjournthe same from time to time, and from place to place, but no business shall betransacted at any adjourned meeting other than the business left unfinished at themeeting from which the adjournment took place.
94 Any poll demanded on the election of a Chairman of a meeting or any question ofadjournment, shall be taken at the meeting, and without adjournment.
95 The demand of a poll shall not prevent the continuance of a meeting for thetransaction of any business other than the question on which a poll has beendemanded.
Votes of members
96 (1) Subject to the Act and the provisions applicable to any shares issued underconditions limiting or excluding the right of holders thereof to vote at generalmeetings, on a show of hands every member present in person and everyproxy holder shall, subject to subsection 85F(2) of the Act, have one vote,and upon a poll every member present in person or by proxy shall have onevote for every share held by the member.
(2) Where a corporation being a member is represented by a proxy holder who isnot a member or by representative duly authorized under the Act, such proxyholder or representative shall be entitled to vote for such Corporation eitheron a show of hands or at a poll.
97 Any person entitled under the transmission clause to transfer any shares may voteat any general meeting in respect thereof in the same manner as if the person werethe registered holder of such shares, provided that forty-eight hours at least beforethe time of holding the meeting or adjourned meeting, as the case may be, at whichthe person proposes to vote, the person shall satisfy the directors of the right of theperson to transfer such shares, unless the directors shall have previously admittedthe right of the person to vote in respect thereof.
98 (1) Where there are joint registered holders of any share, any one of such personsmay vote at any meeting, either personally or by proxy, in respect of suchshare as if the person were solely entitled thereto; and if more than one ofsuch joint holders is present at any meeting, personally or by proxy, that oneof the persons so present whose name stands first on the Register in respectof such share shall alone be entitled to vote in respect thereof.
(2) Several executors or administrators of a deceased member in whose solename any share stands shall for the purposes of this Article be deemed jointholders thereof.
99 Votes may be given either personally or by proxy, or in the case of a corporation,by a representative duly authorized under the Act.
100 (1) A proxy shall be in writing under the hand of the appointer or of the attorneyof the appointer duly authorized in writing, or, if such appointer is acorporation, under its common seal or the hand of its attorney orrepresentative authorized in the manner referred to in clause 86(1)(a) of theAct.
(2) Holders of share warrants shall not be entitled to vote by proxy in respect ofthe shares included in such warrants unless otherwise expressed in suchwarrants.
101 A member of unsound mind, in respect of whom an order has been made by anycourt having jurisdiction in lunacy, may vote by the guardian of the member orother person in the nature of a guardian appointed by that court, and any suchguardian or other person may vote by proxy.
102 (1) A proxy and the power of attorney or other authority, if any, under which it issigned, or a copy of that power or authority certified by a Notary Public shallbe deposited at the office not less than forty-eight hours excluding Saturdaysand holidays before the meeting or adjourned meeting at which it is to bevoted unless the directors, by resolution, determine otherwise, but a proxyshall cease to be valid one year after its date.
(2) Notice of the requirement for depositing proxies shall be given in the noticecalling the meeting.
103 A vote given in accordance with the terms of a proxy shall be validnotwithstanding the previous death of the principal, or revocation of the proxy, ortransfer of the share in respect of which the vote is given, provided no intimationin writing of the death, revocation, or transfer shall have been received before themeeting, at the Office or by the Chairman of the meeting before the vote is given.
104 Every form of proxy when the Company is not a reporting issuer, whether for aspecified meeting or otherwise shall, as nearly as circumstances will admit, be inthe form or to the effect following, or in such other form as the directors mayfrom time to time determine which complies with the Articles made pursuant tothe Act:
I, ________________ of _____________, in the County of ____________,being a member of ___________________ Limited, hereby appoint__________________ of _______________ (or failing that person__________________ of _______________, or failing that person__________________ of _______________) as my proxy to attendand vote for me and on my behalf at the annual general (or special general as thecase may be) meeting of the Company, to be held on the _____ day of________________ and at any adjournment thereof, or at any meeting of theCompany which may be held within ______ months from the date thereof.
(Where the proxy is solicited by or on behalf of management of the Company astatement to that effect)
As witness my hand this ____ day of ________________, 19_____.
105 No member shall be entitled to be present or to vote on any question eitherpersonally or by proxy at any general meeting, or upon a poll, or be reckoned in aquorum while any call or other sum is due and payable to the Company in respectof any of the shares of such member.
106 (1) Any resolution passed by the directors, notice whereof shall be given to themembers in the manner in which notices are hereinafter directed to be givenand which shall, within one month after it has been passed, be ratified andconfirmed in writing by members entitled on a poll to three-fifths of thevotes, shall be as valid and effectual as a resolution of a general meeting; butthis Article shall not apply to a resolution for winding up the Company, to aresolution passed in respect of any matter which by statute or these presentsought to be dealt with by special resolution, or any action which, by virtue ofsubsection 12(1) of the Third Schedule to the Act, requires approval inaccordance with that subsection.
(2) Where the Company has only one member, all business which the Companymay transact at annual or special meetings of members shall be transacted inthe manner specified in Article 85.
107 Unless otherwise determined by general meeting, the number of directors shall notbe less than one or more than seven.
108 Notwithstanding anything herein contained, the subscribers to the Memorandumof Association of the Company shall be the first directors of the Company.
109 The directors shall have power at any time and from time to time to appoint anyother person either to fill a casual vacancy or as an addition, but so that the totalnumber of directors shall not at any time exceed the maximum number, fixed asabove, and so that no such appointment shall be effective unless two-thirds of thedirectors concur therein.
110 Directors shall not be required to hold a qualifying share as their qualification forappointment to the Board.
111 The directors shall be paid out of the funds of the Company by way ofremuneration for their service such sums, if any, as the Company in generalmeeting may determine and such remuneration shall be divided among them insuch proportions and manner as the directors may determine; the directors mayalso be paid their reasonable travelling and hotel and other expenses incurred inconsequence of their attendance at Board meetings and otherwise in the executionof their duties as directors.
112 The continuing directors may act notwithstanding any vacancy in their body; butif the number falls below the minimum above fixed the directors shall not, exceptin emergencies or for the purpose of filling vacancies, act so long as the number isbelow the minimum.
113 A director may, in conjunction with the office of director, and on such terms asto remuneration and otherwise as the directors arrange or determine, hold anyother office or place of profit under the Company or under any company in whichthis Company shall be a shareholder or otherwise interested or under any othercompany.
114 The office of the director shall ipso facto be vacated if the director
(a) becomes bankrupt or makes an authorized assignment or suspendspayment, or compounds with the creditors of the director;
(b) is found lunatic or becomes of unsound mind;
(c) by notice in writing to the Company, resigns the office of director; or
(d) is removed by resolution of the Company as provided in these Articlesor any amendments thereto.
115 (1) No director shall be disqualified by the office of the director fromcontracting with the Company either as vendor, purchaser or otherwise, norshall any such contract, or any contract or arrangement entered into orproposed to be entered into by or on behalf of the Company in which anydirector shall be in any way interested, either directly or indirectly, beavoided, nor shall any director so contracting or being so interested, be liableto account to the Company for any profit realized by any such contract orarrangement by reason only of such director holding that office or of thefiduciary relations thereby established; however, the existence and nature ofthe interest of the director must be declared by the director at a meeting ofthe directors.
(2) In the case of a proposed contract such director shall declare the interest atthe meeting of directors at which the question is first taken intoconsideration, or if the director was not then interested, at the next meetingheld after the director became so interested, and when the director becomesinterested after it is made, the director shall declare the interest of thedirector at the first meeting held after the director becomes so interested.
(3) A general notice given to the directors by a director that the director is amember, shareholder or director of any specified firm or company, and is tobe regarded as interested in any transaction or contract with such firm orcompany shall be deemed to be sufficient declaration under this Article andno further or other notice shall be required.
(4) No director shall, as a director, vote in respect of any contract orarrangement in which the director is so interested, or if the director does sovote, the vote of the director shall not be counted.
(5) This prohibition may at any time or times be suspended or relaxed to anyextent by a general meeting and shall not apply to any contract by or onbehalf of the Company to give to the directors or any of them any securityfor advances or by way of indemnity.
Election of directors
116 (1) At every annual general meeting, all the directors shall retire from office, butshall hold office until the dissolution of the meeting at which their successorsare elected.
(2) The Company shall at such meeting fill the vacant offices by electing a likenumber of persons to be directors, unless it is determined at such meeting toreduce or increase the number of directors.
(3) A retiring director shall be eligible for re-election.
117 If at any annual general meeting at which an election of directors ought to takeplace and no such election takes place, or if no annual general meeting is held inany year or period of years, the retiring directors shall continue in office untiltheir successors are elected and a general meeting for that purpose may on noticebe held at any time.
118 The Company in general meeting may from time to time increase or reduce thenumber of directors, and may determine or alter their qualifications.
119 The Company may, by special resolution, remove any director before theexpiration of the period of office of the director and appoint another person in thestead of the director; and the person so appointed shall hold office during suchtime only as the director in whose place the person is appointed would have heldthe same if the director had not been removed.
120 Any casual vacancy occurring among the directors may be filled by the directors,but any person so chosen shall retain office only so long as the vacating directorwould have retained it if the vacating director had continued as a director.
121 The directors may from time to time appoint one or more of their body to bemanaging director or managing directors of the Company, either for a fixed termor without any limitation as to the period for which the managing director ormanaging directors are to hold such office, and may, from time to time, removeor dismiss the managing director or managing directors from office and appointanother or others in place of the managing director or managing directors.
122 A managing director shall, subject to the provisions of any contract between themanaging director and the Company, be subject to the same provisions as toresignation and removal as the other directors of the Company, and if themanaging director ceases to hold the office of director for any cause, themanaging director shall, ipso facto, and immediately, cease to be managingdirector.
123 The remuneration of a managing director shall from time to time be fixed by thedirectors, and may be by way of salary, or commission, or participating in profits,or by any or all of these modes.
124 The directors may from time to time entrust to, and confer upon a managingdirector for the time being such of the powers exercisable under these Articles bythe directors as they think fit, and may confer such powers for such time, and tobe exercised for such objects and purposes, and upon such terms and conditions,and with such restrictions, as they think expedient; and they may confer suchpowers either collaterally with, or to the exclusion of, and in substitution for, all orany of the powers of the directors in that behalf; and may from time to timerevoke, withdraw, alter or vary all or any of such powers.
The President and Vice-President
125 (1) The directors shall elect the President of the Company, who need not be adirector, and may determine the period for which the President is to holdoffice.
(2) The President shall have general supervision of the business of the Companyand shall perform such duties as may be assigned to the President from timeto time by the Board.
126 The directors may also elect vice-presidents and determine the period for whichthey are to hold office and a vice-president need not be a director and any vice-president shall, at the request of the President or the Board and subject to thedirections of the Board, perform the duties of the President during the absence,illness or incapacity of the President.
127 If the directors so decide, the same person may hold more than one of the officesprovided for in these Articles.
Chairman of the Board
128 (1) The directors may also elect one of their number to be Chairman of theBoard and may determine the period during which the Chairman is to holdoffice.
(2) The Chairman shall perform such duties and receive such specialremuneration as the Board may from time to time provide.
Proceedings of directors
129 The directors may meet together for the dispatch of business, adjourn, andotherwise regulate their meetings and proceedings as they think fit, and maydetermine the quorum necessary for the transaction of business, but untilotherwise determined, two or more directors shall constitute a quorum if two ormore directors have been appointed.
130 (1) Meetings of directors may be held either within or without the Province andthe directors may from time to time make arrangements relating to the timeand place of holding directors' meetings, the notice to be given thereof andwhat meetings may be held without notice.
(2) Unless otherwise provided by such arrangements
(a) a meeting of directors may be held at the close of every annual generalmeeting of the Company without notice;
(b) notice of every other directors' meeting shall be delivered or mailed ortelegraphed or telephoned to each director 48 hours before the meetingis to take place;
(c) a meeting of directors may be held without formal notice if all thedirectors are present, or if those absent have signified their assent tosuch meeting or their consent to the business transacted at the meeting;
(d) the accidental omission to give any such notice to any of the directorsor the failure of any director to receive such notice shall not invalidateany resolution passed at any such meeting.
131 (1) The President or any director may at any time, and the Secretary shall, uponthe request of the President or any director, summon a meeting of thedirectors to be held at the office.
(2) The President, the Chairman of the Board or a majority of the Board and theSecretary at the request of the President, the Chairman of the Board or amajority of the Board, may at any time summon the meeting to be heldelsewhere.
132 Questions arising at any meeting of directors shall be decided by a majority ofvotes, and in case of an equality of votes the Chairman shall have a second orcasting vote.
133 (1) The Chairman of the Board shall preside at the meeting of the directors.
(2) If no Chairman of the Board is elected, or if at any meeting of the directorsthe Chairman is not present within five minutes after the time appointed forholding the same, the President shall preside, and if the President is notpresent at the time appointed for holding the meeting a vice-president of theCompany shall preside, however, both President and Vice-President must bedirectors to be so appointed, and if neither the President nor Vice-Presidentbe present at any meeting within the prescribed time, the directors presentshall choose some one of their number to be Chairman of such meeting.
134 A meeting of the directors for the time being at which a quorum is present shallbe competent to exercise all or any of the authorities, powers and discretion forthe time being vested in or exercisable by the directors generally.
135 (1) The directors may delegate any of their powers to committees, consisting ofsuch number of members of their body as they think fit.
(2) Any committee so formed shall in the exercise of the powers so delegatedconform to any Articles that may be imposed on them by the directors.
136 The meetings and proceedings of any such committee consisting of two or moremembers shall be governed by the provisions contained in this Table forregulating the meetings and proceedings of the directors so far as the provisionsare applicable thereto and are not superseded by any Articles made by thedirectors under the preceding Article.
137 All acts done at any meeting of the directors or of a committee of directors, or byany person acting as a director shall, notwithstanding that it shall afterwards bediscovered that there was some defect in the appointment of such directors orpersons acting as aforesaid, or that they or any of them were disqualified, be asvalid as if every such person had been duly appointed and was qualified to be adirector.
138 (1) A resolution in writing and signed by every director who would be entitled tovote on the resolution at a meeting is as valid and effectual as if it had beenpassed at a meeting of the directors duly called and constituted.
(2) A resolution so effected shall be deemed to constitute a waiver of any noticerequired under these Articles or the Act to have been given for such ameeting.
(3) The signature of a member who is a body corporate shall be evidenced by thesignature of an officer or officers, director or directors, or other person orpersons authorized by the body corporate.
139 Where the Company has only one director, the business affairs of the Companyshall be managed by such director and all business which may be transacted at ameeting of the directors shall be transacted by such director in the mannerprovided for in Article 138.
140 If any one or more of the directors are called upon to perform extra services or tomake any special exertions in going or residing abroad or otherwise for any of thepurposes of the Company, or the business thereof, the Company may remuneratethe director or directors so doing, either by a fixed sum or by a percentage ofprofits or otherwise, as may be determined by the directors, and suchremuneration may be either in addition to or in substitution for the share of thedirector in the remuneration above provided.
141 The directors shall cause a proper Register of the members of the Company to bekept in accordance with the provisions of the Act.
142 The directors may cause to be kept in any place outside of the Province a BranchRegister of members in accordance with the provisions of the Act.
143 The directors shall also cause to be kept a proper Register, containing the namesand addresses and occupations of its directors or managers in accordance with theprovisions of the Act.
144 The directors shall cause a proper Register of the holders of debentures to be keptat the registered Office of the Company in accordance with the provisions of theAct.
145 The directors may cause to be kept in any place outside of the Province a BranchRegister of the holders of debentures in accordance with the provisions of the Act.
146 The directors shall cause minutes to be duly entered in books for that purpose
(a) of all appointments of officers;
(b) of the names of the directors present at each meeting of the directorsand of any committees of directors;
(c) of all orders made by the directors and committees of directors;
(d) of all resolutions and proceedings of meetings of the shareholders andof meetings of the directors,
and any such minutes of any meeting of the directors or of any committee, or ofthe Company if purporting to be signed by the Chairman of such meeting or bythe Chairman of the next succeeding meeting, shall be receivable as prima facieevidence of the matter stated in such minutes.
Powers of directors
147 The management of the business of the Company shall be vested in the directors,who, in addition to the powers and authorities by these Articles or otherwiseexpressly conferred upon them, may exercise all such powers and do all such actsand things as may be exercised or done by the Company and are not hereby or bystatute expressly directed or required to be exercised or done by the Company ingeneral meeting, but subject nevertheless to the provisions of the applicablestatutes and of these Articles, and to any Articles from time to time made by theCompany in general meeting; provided that no Article so made shall invalidateany prior act of the directors, which would have been valid if such Article had notbeen made.
148 Without restricting the generality of the provisions of Article 147 and withoutprejudice to the general powers conferred thereby and the other powers conferredby these Articles, it is hereby expressly declared that the directors shall have thefollowing powers, that is to say, power from time to time to
(a) take such steps as they think fit to carry into effect any agreement orcontract made by or on behalf of the Company;
(b) pay the costs, charges and expenses, preliminary and incidental to thepromotion, formation, establishment, and registration of the Company;
(c) purchase, or otherwise acquire, for the Company any property, rights orprivileges which the Company is authorized to acquire, and at such priceand generally on such terms and conditions as they think fit;
(d) at their discretion, pay for any property, rights, or privileges acquired by,or services rendered to the Company, either wholly or partially in cashor in shares, bonds, debentures or other securities of the Company, andany such shares may be issued either as fully paid up, or with suchamount credited as paid up thereon as may be agreed upon; and anysuch bonds, debentures, or other securities may be either specificallycharged upon all or any part of the property of the Company and itsuncalled capital, or not so charged;
(e) subject to the Act, secure the fulfillment of any contracts orengagements entered into by the Company, by mortgage or charge of allor any of the property of the Company and its unpaid capital for the timebeing, or in such other manner as they may think fit;
(f) appoint, and at their discretion remove or suspend, such experts,managers, secretaries, treasurers, officers, clerks, agents and servants forpermanent, temporary or special services, as they from time to timethink fit, and determine their powers and duties, and fix their salaries oremoluments, and require security in such instances and to such amountsas they think fit;
(g) accept from any member insofar as the law permits, and on such termsand conditions as shall be agreed upon, a surrender of the shares of themember or any part thereof;
(h) appoint any person or persons, whether incorporated or not, to acceptand hold in trust for the Company any property belonging to theCompany, or in which it is interested, and for any other purposes, andexecute and do all such deeds and things as may be requisite in relationto any such trust, and provide for the remuneration of any such trusteeor trustees;
(i) institute, conduct, defend, compound, or abandon, any legalproceedings by or against the Company, or its officers, or otherwiseconcerning the affairs of the Company, and also to compound and allowtime for payment or satisfaction of any debts due, and of any claims ordemands by or against the Company;
(j) refer any claims or demands by or against the Company to arbitration,and observe and perform the awards;
(k) make and give receipts, releases and other discharges for moneypayable to the Company and for claims and demands of the Company;
(l) determine who shall be entitled to exercise the borrowing powers of theCompany and sign on the Company's behalf, bonds, debentures or othersecurities, bills, notes, receipts, acceptances, assignments, transfers,hypothecations, pledges, endorsements, cheques, drafts, releases,contracts, agreements and all other instruments and documents;
(m) provide for the management of the affairs of the Company abroad insuch manner as they think fit, and in particular appoint any persons to bethe attorneys or agents of the Company with such powers, includingpower to sub-delegate, and upon such terms as may be thought fit;
(n) invest and deal with any of the moneys of the Company notimmediately required for the purposes thereof upon such securities andin such manner as they think fit, and from time to time to vary or realizesuch investments;
(o) subject to the Act, execute in the name and on behalf of the Company,in favour of any director or any other person who may incur or be aboutto incur any personal liability for the benefit of the Company, suchmortgages of the Company's property, present and future, as they thinkfit, and any such mortgages may contain a power of sale, and such otherpowers, covenants and provisions as shall be agreed on;
(p) give any officer or other person employed by the Company acommission of the profits of any particular business or transaction, or ashare in the general profits of the Company, and such commission, orshare of profits, shall be treated as part of the working expenses of theCompany.
(q) set aside out of the profits of the Company before declaring anydividend, such sums as they think proper as a reserve fund to meetcontingencies, or to provide for dividends, or for depreciation, or forrepairing, improving and maintaining any of the property of theCompany and for such other purposes as the directors shall in theirabsolute discretion think conducive to the interests of the Company, andinvest the several sums so set aside upon such investments other thanshares of the Company, as they may think fit, and from time to time dealwith and vary such investments, and dispose of all or any part thereoffor the benefit of the Company, and divide the reserve fund into suchspecial funds as they think fit, with full power to employ the assetsconstituting the reserve fund in the business of the Company, and thatwithout being bound to keep the same separate from the other assets;
(r) from time to time make, vary and repeal by-laws for the Article of thebusiness of the Company, or of its officers and servants, or the membersof the Company, or any section or class thereof;
(s) enter into all such negotiations and contracts and rescind and vary allsuch contracts, and execute and do all such acts, deeds and things in thename and on behalf of the Company as they may consider expedient foror in relation to any of the matters aforesaid; or otherwise for thepurpose of the Company;
(t) to provide for the management of the affairs of the Company in suchmanner as they shall think fit.
149 The Company may employ or retain a solicitor or solicitors, and such solicitorsmay, at the request of the directors, or on instructions of the Chairman of theBoard, or the President or managing director, attend meetings of the directors orshareholders, whether or not the solicitor is a member or director of theCompany, and if a solicitor is also a director, the solicitor may neverthelesscharge for services rendered to the Company as a solicitor.
Secretary and Treasurer
150 There shall be a Secretary of the Company, who shall keep the minutes of theshareholders' and directors' meetings and shall perform such other duties as maybe assigned to the Secretary by the Board.
151 The directors may appoint a Treasurer of the Company to carry out such duties asthe Board may assign.
152 If the directors think it advisable, the same person may hold the offices of bothSecretary and Treasurer, or the offices of President and Secretary.
153 The directors may appoint a temporary substitute for the Secretary, who shall, forthe purposes of these Articles, be deemed to be the Secretary.
154 (1) The directors shall procure a seal for the Company and shall provide for itssafe custody.
(2) The seal may be affixed to any instrument in the presence of andcontemporaneously with the attesting signatures of two persons who areofficers and/or directors of the Company, or in the presence of andcontemporaneously with the attesting signature of any one person designatedby and under the authority of a resolution of the Board of directors or of acommittee of the Board.
(3) If the Company has only one director and officer, the common seal may beaffixed in the presence of and contemporaneously with the attesting signatureof that director and officer; and for the purpose of certifying documents orproceedings of the Company, the common seal may be affixed by one of thePresident, Vice-President, Secretary or a director.
155 The Company may have facsimiles of the common seal which may be usedinterchangeably with the common seal.
156 The Company may have, for use at any place outside the Province to which thecorporate existence and capacity of the Company extends, an official seal that is afacsimile of the common seal of the Company with the addition on its face of thename of the place where it is to be used; and the Company may by writing underthe seal of its common seal authorize any person to affix such official seal to anydocument at such place to which the Company is a party, and may prescribe andlimit the type of documents to which the official seal may be affixed by suchperson.
157 (1) The profits of the Company, subject to the provisions of the memorandum ofassociation, and these Articles and to the rights of persons, if any, entitled toshares with special rights as to dividends, may be divided among themembers in proportion to the amount of capital paid up on the shares held bythem respectively.
(2) Where capital is paid up in advance of calls upon the footing that the sameshall carry interest, such capital shall not while carrying interest confer a rightto participate in profits.
158 The directors may from time to time declare such dividend upon the shares of theCompany as they may deem proper according to the rights of the members and therespective classes thereof, and may determine the date upon which the same shallbe payable, and provide that any such dividend shall be payable to the personsregistered as the holders of the shares in respect of which the same is declared atthe close of business upon such date as the directors may specify, and no transferof such shares made or registered, after the date so specified, shall pass any rightto the dividend so declared.
159 No dividend shall be payable except out of the profits of the Company, and nodividend shall carry interest against the Company.
160 The declaration of the directors as to the amount of the net profits of theCompany shall be conclusive.
161 The directors may from time to time pay to the members such interim dividendsas in their judgment the position of the Company justifies.
162 The directors may deduct from the dividends payable to any member all suchsums of money as may be due and payable by the member to the Company onaccount of calls, instalments or otherwise, and may apply the same in or towardssatisfaction of such sums of money so due and payable.
163 The directors may retain any dividends on which the Company has a lien, andmay apply the same in or towards satisfaction of the debts, liabilities orengagements in respect of which the lien exists.
164 The directors may retain the dividends payable upon shares or stock in respect ofwhich any person is under the transmission clause entitled to become a member,or which any person under that clause is entitled to transfer until such person hasbecome a member in respect thereof, or shall duly transfer the same.
165 The directors, on declaring a dividend, may make a call on the members of suchamounts as they may fix, but so that the call on each member shall not exceed thedividend payable to the member, and so that the call be made payable at the sametime as the dividend, and the dividend may, if so arranged between the Companyand the member, be set off against the call; and the making of a call under thisArticle shall be deemed and be business of a directors' meeting which declaressuch a dividend.
166 The directors, on declaring a dividend, may resolve that such dividend be paidwholly or in part by the distribution of specific assets, and in particular of paid upshares, debentures, bonds or debenture stock of the Company or paid up shares,debentures, bonds or debenture stock of any other Company or in any one or moreof such ways.
167 The directors may resolve that any moneys, investments, or other assets formingpart of the undivided profits of the Company standing to the credit of the reservefunds or in the hands of the Company and available for dividend, or representingpremiums received on the issue of shares and standing to the credit of the sharepremium account, be capitalized and distributed amongst such of the shareholdersas would be entitled to receive the same if distributed by way of dividend and inthe same proportions, and that all or any part of such capitalized fund be appliedon behalf of such shareholders in paying up in full either at par or at suchpremium as the resolution may provide, any unissued shares or debentures ordebenture stock of the Company which shall be distributed accordingly or in ortowards payment of the uncalled liability on any issued shares or debentures ordebenture stock, and that such distribution or payment shall be accepted by suchshareholders in full satisfaction of their interest in the said capitalized sum.
168 (1) For the purposes of giving effect to any resolution under the two lastpreceding Articles, the directors may settle any difficulty which may arise inregard to the distribution as they think expedient, and in particular may issuefractional certificates, and may fix the value for distribution of any specificassets, and may determine that cash payment shall be made to any membersupon the footing of the value so fixed, or that fractions of less value than fivedollars may be disregarded in order to adjust the rights of all parties, and mayvest any such cash or specific assets in trustees upon such trusts for theperson entitled to the dividend or capitalized fund as may seem expedient tothe directors.
(2) Where requisite, proper memoranda shall be filed in accordance with the Act.
169 A transfer of shares shall not pass the right to any dividend declared thereon aftersuch transfer and before the registration of the transfer.
170 Any one of several persons who is registered as the joint holder of any share maygive effectual receipts for all dividends and payments on account of dividends inrespect of such share.
171 Unless otherwise determined by the directors, any dividend may be paid by acheque or warrant delivered to or sent through the post to the registered address ofthe member entitled, or, in the case of joint holders, to the registered address ofthat one whose name stands first on the Register in respect of the joint holding,and every cheque or warrant so delivered or sent shall be made payable to theorder of the person to whom it is delivered or sent.
172 Notice of the declaration of any dividend, whether interim or otherwise, shall begiven to the holders of registered shares in the manner hereinafter provided.
173 All dividends unclaimed for one year after having been declared may be investedor otherwise made use of by the directors for the benefit of the Company untilclaimed.
174 Any meeting declaring a dividend may resolve that such dividend be paid whollyor in part by the distribution of specific assets, and in particular of paid up shares,debentures, bonds or debenture stock of the Company or paid up shares,debentures, bonds, or debenture stock of any other Company, or in any one ormore of such ways.
175 The directors shall cause proper books of account to be kept of the sums ofmoney received and expended by the Company, and the matters in respect ofwhich such receipt and expenditure takes place, and of all sales and purchases ofgoods by the Company, and of the assets, credits and liabilities of the Company.
176 The books of account shall be kept at the head office of the Company or at suchother place or places as the directors may direct.
177 The directors shall from time to time determine whether and to what extent and atwhat times and places and under what conditions or Articles the accounts andbooks of the Company or any of them shall be open to inspection of the members,and no member shall have any right of inspecting any account or book ordocument of the Company except as conferred by statute or authorized by thedirectors or a resolution of the Company in general meeting.
178 At the annual general meeting in every year the directors shall lay before theCompany the financial statements, report of the auditor, if any, and the report ofthe directors required by subsection 121(1) of the Act.
179 The financial statements shall be approved by the Board and the approval shall beevidenced by the signature at the foot of the balance sheet of two directors of theCompany duly authorized to sign, or if the Company has only one director, by thesignature at the foot of the balance sheet of that director.
180 The directors shall send copies of the financial statements, together with copies ofthe auditor's report, if any, and the report of the directors, if applicable, to allmembers who hold voting securities of the Company and to all other membersentitled to receive notices of general meetings of the Company at least seven daysbefore the date of the general meeting before which they are to be placed.
Auditors and audit
181 (1) The Company shall at each annual general meeting appoint an auditor orauditors to hold office until the next annual general meeting.
(2) If at any general meeting at which the appointment of an auditor or auditors isto take place no such appointment takes place, or if no annual generalmeeting is held in any year or period of years, the directors shall appoint anauditor to hold office until the next annual general meeting.
182 The first auditors of the Company may be appointed by the directors at any timebefore the first annual general meeting and the auditors so appointed shall holdoffice until such meeting unless previously removed by a resolution of theshareholders in general meeting, in which event the shareholders at such meetingmay appoint auditors.
183 The directors may fill any casual vacancy in the office of the auditor but whileany such vacancy continues the surviving or continuing auditor or auditors, if any,may act.
184 (1) Subject to an exemption order made pursuant to subsection 119A(5) of theAct, a person is disqualified from being an auditor of the Company if theperson is not independent of the Company, all of its affiliates, or of thedirectors or officers of the Company and its affiliates.
(2) For the purpose of this Article
(a) independence is a question of fact; and
(b) a person is deemed not to be independent if the person or the person'sbusiness partner
(i) is a business partner, director, officer or employee of the Companyor any of its affiliates, or a business partner of any director, officeror employee of the Company or any of its affiliates,
(ii) beneficially owns, directly or indirectly, or exercises control ordirection over a material interest in the shares of or debt owing bythe Company or any of its affiliates, or
(iii) has been a receiver, receiver and manager, liquidator or trustee inbankruptcy of the Company or any of its affiliates within two yearsof the person's proposed appointment as auditor of the Company.
(3) An auditor who becomes disqualified pursuant to this Article shall resignforthwith upon becoming aware of the disqualification.
185 The remuneration of the auditors shall be fixed by the Company in generalmeeting, or by the directors pursuant to authorization given by the shareholders atthe annual general meeting except that the remuneration of an auditor appointedto fill a casual vacancy may be fixed by the directors.
186 (1) The auditors shall conduct such audit and make such examination of thefinancial statements of the Company required by the Act to be placed beforethe members in general meeting as is necessary for the auditors to reportthereon.
(2) The auditors shall report on the financial statements in the formrecommended from time to time in the Handbook of the Canadian Institute ofChartered Accountants.
187 (1) The members may, except where the auditor has been appointed by order ofthe court pursuant to the Act, by resolution passed by a majority of the votescast at a special meeting duly called for the purpose, remove an auditor beforethe expiration of the auditor's term of office and shall, by a majority of thevotes cast at that meeting, appoint another auditor in place of the removedauditor for the remainder of the term.
(2) Before calling a special meeting for the purpose specified in sub-article (1) oran annual general or special meeting where the directors are notrecommending the re-appointment of the incumbent auditor, the Companyshall, fifteen days or more before the mailing of the notice of the meeting,give to the auditor
(a) written notice of the intention to call the meeting, specifying therein thedate on which the notice of the meeting is proposed to be mailed; and
(b) a copy of all material proposed to be sent to members in connectionwith the meeting.
(3) An auditor has the right to make to the Company, three days or more beforethe mailing of the notice of the meeting, representations in writing concerning
(a) the auditor's proposed removal as auditor;
(b) the appointment or election of another person to fill the office ofauditor; or
(c) the auditor's resignation as auditor,
and the Company, at its expense, shall forward with the notice of the meetinga copy of such representations to each member entitled to receive notice ofthe meeting.
(4) The Company shall give notice in writing to an auditor of the auditor'sappointment forthwith after the appointment is made.
(5) A resignation of an auditor becomes effective at the time the writtenresignation is sent to the Company or at the time specified in the resignation,whichever is later.
188 (1) Upon the demand of an auditor of the Company, the present or formerdirectors, officers, employees or agents of the Company shall furnish such
(a) information and explanations; and
(b) access to records, documents, books, accounts and vouchers of theCompany or any of its subsidiaries,
as are, in the opinion of the auditor, necessary to enable the auditor to makethe examination and report required under the Act and that the directors,officers, employees and agents are reasonably able to furnish.
(2) Upon the demand of an auditor of the Company, the directors of theCompany shall
(a) obtain from the present or former directors, officers, employees andagents of any subsidiary of the Company the information andexplanations that the present or former directors, officers, employeesand agents are reasonably able to furnish and that are, in the opinion ofthe auditor, necessary to enable the auditor to make the examination andreport required under the Act; and
(b) furnish the information and explanations so obtained to the auditor.
(3) The auditor of the Company is entitled to receive notice of every meeting ofmembers and, at the expense of the Company, to attend and be heard at themeeting on matters relating to the auditor's duties as an auditor.
(4) If any director or member of the Company, whether or not the member isentitled to vote at the meeting, gives written notice not less than five daysbefore a meeting of the Company to the auditor or former auditor of theCompany, the auditor or former auditor shall attend the meeting at theexpense of the Company and answer questions relating to the auditor orformer auditor's duties as auditor.
(5) A director or member who sends a notice referred to in sub-article (4) shallsend concurrently a copy of the notice to the Company.
189 The auditors' report shall be placed before each annual general meeting of theCompany and shall be read at the meeting and be open for inspection by themembers present.
190 (1) A director or officer of the Company shall forthwith notify all directors andthe auditor or former auditor of any error or misstatement of which thedirector or officer becomes aware in a financial statement that the auditor orformer auditor has reported upon if the error or misstatement in all thecircumstances appears to be significant.
(2) Where the auditor or former auditor of the Company is notified or becomesaware of an error or misstatement in a financial statement upon which theauditor or former auditor has reported, and if in the auditor's or formerauditor's opinion the error or misstatement is material, the auditor or formerauditor shall inform each director accordingly.
(3) Where, pursuant to sub-article (2), the auditor or former auditor informs thedirectors of an error or misstatement in a financial statement, the directorsshall, within a reasonable time
(a) prepare and issue revised financial statements; or
(b) otherwise inform the members and any debenture holder of theCompany who has demanded or been furnished with the financialstatements which contain the error or misstatement.
191 If one auditor only is appointed, all the provisions herein contained relating toauditors shall apply to the auditor.
192 (1) If all of the members of the Company consent thereto, the provisions of theseArticles and Sections 117 and 119 to 119B of the Act regarding theappointment of auditors and duties of auditors do not apply with respect tothe financial year in respect of which the consent is given.
(2) Sub-article (1) shall not apply if the Company is a reporting issuer or areporting company.
193 A notice may be served by the Company upon members personally or by sendingit through the post in a prepaid envelope or wrapper addressed to such member athis registered place of address.
194 Members who have no registered place of address shall not be entitled to receiveany notice.
195 The holder of a share warrant shall not, unless otherwise expressed therein, beentitled in respect thereof to notice of any general meeting of the Company.
196 Any notice required to be given by the Company to the members or any of them,and not expressly provided for by these Articles, shall be sufficiently given ifgiven by advertisement.
197 Any notice given by advertisement shall be advertised in a paper
(a) published in the place where the head office of the Company is situated;
(b) in general circulation where the head office of the Company is situated;or
(c) if no paper is published or in general circulation, then in any newspaperpublished in the City of Halifax.
198 All notices shall, with respect to any registered shares to which persons are jointlyentitled, be given to whichever of such persons is named first in the Register forsuch shares, and notice so given shall be sufficient notice to all the holders of suchshares.
199 (1) Any notice sent by post shall be deemed to be served on the day followingthat upon which the letter, envelope or wrapper containing it is posted, and inproving such service it shall be sufficient to prove that the letter, envelope orwrapper containing the notice was properly addressed and put into the postoffice with the postage prepaid thereon.
(2) A certificate in writing signed by any manager, Secretary or other official ofthe Company that the letter, envelope or wrapper containing the notice was soaddressed and posted shall be conclusive evidence thereof.
(3) The foregoing provisions of this clause shall not apply to a notice of ameeting of the directors.
200 Every person who by operation of law, transfer or other means whatsoeverbecomes entitled to any share shall be bound by every notice in respect of suchshare that, prior to the name and address of the person being entered on theRegister, was duly served in the manner hereinbefore provided upon the personfrom whom the person derived title to such share.
201 Any notice or document so advertised or sent by post to or left at the registeredaddress of any member in pursuance of the Articles, shall, notwithstanding thatsuch member is then deceased and that the Company has notice of the decease ofthe member, be deemed to have been served in respect of any registered shares,whether held by such deceased member solely or jointly with other persons, untilsome other person is registered in place of the deceased member as the holder orjoint holder thereof, and such service shall for all purposes of these Articles bedeemed a sufficient service of such notice or documents on the heirs, executors oradministrators of the deceased member and all persons, if any, jointly interestedwith the deceased member in any such share.
202 The signature to any notice given by the Company may be written or printed.
203 When a given number of days' notice or notice extending over any other period isrequired to be given, the day of service and the day upon which such noticeexpires shall not, unless it is otherwise provided, be counted in such number ofdays or other period.
204 Every director, manager, Secretary, Treasurer and other officer or servant of theCompany shall be indemnified by the Company against, and it shall be the duty ofthe directors out of the funds of the Company to pay, all costs, losses andexpenses that any such director, manager, Secretary, Treasurer or other officer orservant may incur or become liable to pay by reason of any contract entered into,or act or thing done by him as such officer or servant or in any way in thedischarge of his duties including travelling expenses; and the amount for whichsuch indemnity is proved shall immediately attach as a lien on the property of theCompany and have priority as against the members over all other claims.
205 No director or other officer of the Company shall, in the absence of anydishonesty on the part of the director or such other officer, be liable for the acts,receipts, neglects or defaults of any other director or officer, or for joining in anyreceipt or other act for conformity, or for any loss or expense happening to theCompany through the insufficiency or deficiency of title to any property acquiredby order of the directors for or on behalf of the Company, or through theinsufficiency or deficiency of any security in or upon which any of the moneys ofthe Company are invested, or for any loss or damage arising from the bankruptcy,insolvency or tortious act of any person with whom any moneys, securities oreffects are deposited, or for any loss occasioned by error of judgment or oversighton his or her part, or for any other loss, damage or misfortune whatsoever whichhappens in the execution of the duties of his or her office or in relation thereto.
206 The directors shall comply with the following provisions of the Act or theCorporations Registration Act where indicated:
(a) keep a Register of members;
(b) keep a register of the holders of debentures;
(c) send a notice to the Registrar of any consolidation, division, conversionor reconversion of the share capital or stock of the Company;
(d) send notice to the Registrar of any increase of capital;
(e) call a general meeting every year within the proper time and the meetingmust be held no later than fifteen months after the preceding generalmeeting;
(f) send to the registrar typed or printed copies of all special resolutions;
(g) keep a register of directors and managers, send to the Registrar a copythereof and notify the Registrar of all changes therein;
(h) when shares are issued for a consideration other than cash, file a copy ofthe contract with the Registrar on or before the date on which the sharesare issued;
(i) send to the Registrar notice of the address of the Company's registeredoffice and of all changes in such address;
(j) keep proper minutes of all general meetings and directors' meetings inbooks reserved for the purpose and kept at the Company's registeredoffice;
(k) obtain a certificate under the Corporations Registration Act as soon asbusiness is commenced;
(l) send notice of recognized agent to Registrar in compliance withprovisions of the Corporations Registration Act;
(m) ensure that the Register of shareholders is always kept up to date;
(n) ensure that the register of directors is always kept up to date;
(o) send notice to the Registrar of any redemption or purchase ofpreference shares; and
(p) file with the Registrar, upon the issuance of shares without nominal orpar value, a declaration by the Secretary of the Company stating thenumber of shares so issued and the amount received for the shares.