| Article One – Interpretation |
|---|
| 1.01 |
Definitions |
1 |
| 1.02 |
Interpretation |
1 |
| 1.03 |
Time |
2 |
| Article Two – Business of the Corporation |
|---|
| 2.01 |
Registered Office |
3 |
| 2.02 |
Corporate Seal |
3 |
| 2.03 |
Financial Year |
3 |
| 2.04 |
Execution of Instruments |
3 |
| 2.05 |
Banking Arrangements |
3 |
| 2.06 |
Voting rights in other bodies corporate |
3 |
| Article Three – Directors |
|---|
| 3.01 |
Quorum |
4 |
| 3.02 |
Qualification |
4 |
| 3.03 |
Election and Term |
4 |
| 3.04 |
Removal of directors |
4 |
| 3.05 |
Vacation of office |
4 |
| 3.06 |
Vacancies |
4 |
| 3.07 |
Canadian majority |
4 |
| 3.08 |
Meetings by telephone |
4 |
| 3.09 |
Calling of meetings |
5 |
| 3.10 |
First meeting of New Board |
5 |
| 3.11 |
Votes to govern |
5 |
| 3.12 |
Conflict of interest |
5 |
| 3.13 |
Remuneration |
5 |
| 3.14 |
Executive Committee |
5 |
| 3.15 |
Audit Committee |
6 |
| 3.16 |
Committees |
6 |
| 3.17 |
Rules |
6 |
| 3.18 |
By-laws |
6 |
| Article Four – Officers |
|---|
| 4.01 |
Appointment of Chairperson, and Vice-Chairperson and other Officers |
7 |
| 4.02 |
Chairperson of the Board |
7 |
| 4.03 |
Vice-Chairperson of the Board |
7 |
| 4.04 |
President |
7 |
| 4.05 |
Duties of the President |
7 |
| 4.06 |
Secretary |
8 |
| 4.07 |
Treasurer |
8 |
| 4.08 |
Appointment of Other Officers |
8 |
| 4.09 |
Fidelity bonds |
8 |
| Article Five – Protection of Directors, Officers, Employees and Committee Members |
|---|
| 5.01 |
Limitation of liability |
9 |
| 5.02 |
Indemnity |
9 |
| 5.03 |
Insurance |
9 |
| Article Six – Shares |
|---|
| 6.01 |
Allotment |
10 |
| 6.02 |
Transfer of Shares |
10 |
| 6.03 |
Transfer agents and registrars |
10 |
| 6.04 |
Share certificates |
10 |
| 6.05 |
Replacement of share certificates |
10 |
| Article Seven – Meetings of Shareholders |
|---|
| 7.01 |
Annual meeting |
11 |
| 7.02 |
Special meetings |
11 |
| 7.03 |
Place of meeting |
11 |
| 7.04 |
Notice of meeting |
11 |
| 7.05 |
Meetings without notice |
11 |
| 7.06 |
Record date for notice |
11 |
| 7.07 |
Chairperson, Secretary and Scrutineers |
12 |
| 7.08 |
Persons entitled to be present |
12 |
| 7.09 |
Quorum |
12 |
| 7.10 |
Right to vote |
12 |
| 7.11 |
Personal representative |
12 |
| 7.12 |
Proxies |
12 |
| 7.13 |
Deposit of proxies |
12 |
| 7.14 |
Votes to govern |
13 |
| 7.15 |
Show of hands |
13 |
| 7.16 |
Polls |
13 |
| 7.17 |
Adjournment |
13 |
| 7.18 |
Resolution in writing |
13 |
| Article Eight – Notices |
|---|
| 8.01 |
Method of giving notices |
14 |
| 8.02 |
Notice to joint shareholders |
14 |
| 8.03 |
Computation of time |
14 |
| 8.04 |
Omissions and errors |
14 |
| 8.05 |
Persons entitled by death or operation of law |
14 |
| 8.06 |
Waiver of notice |
14 |
