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(repealing and replacing By-Law No. 3 and By-Law
A by-law relating generally to the conduct of the affairs of
(hereinafter called the Corporation )
BE IT ENACTED and it is hereby enacted as a by-law of the Corporation as follows:
In this by-law of the
Corporation, unless the context otherwise requires:
Act means the Business Corporations Act (Ontario) or any
statute which may be substituted therefor, including the regulations made thereunder as amended from time to time;
Securities Laws means the applicable securities legislation in Canada, the United States and any other relevant jurisdiction, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the
published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority;
appoint includes elect and vice versa;
Articles means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance,
arrangement or revival of the Corporation;
Board means the board of directors of the Corporation;
By-laws means this by-law and all other by-laws of the Corporation in force and effect from time to time, and any amendments which may be made to such by-laws from time to time;
Director means a member of the Board;
entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization;
meeting of shareholders or Shareholders Meeting means an
annual meeting of shareholders and a special meeting of shareholders;
day means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act, 2006 (Ontario);
person includes any individual, body corporate, partnership, trust, joint venture or unincorporated organization or
recorded address means:
special meeting includes a meeting of any class or classes of shareholders, and a special meeting of all shareholders
entitled to vote at an annual meeting of shareholders.
(a) Unless otherwise defined herein, the
defined terms set out in the Act have the same meanings when used in this By-law.
(b) For the purposes of this By-law:
All meetings of the shareholders shall be held at such place
in or outside Ontario as the Board determines or, in the absence of such a determination, at the place stated in the notice of meeting, or, if no place is stated in the notice of meeting, at the registered office of the Corporation.
The annual meeting of the shareholders for the election of
Directors, consideration of the financial statements, the reappointment of the incumbent auditor, if any, and for the transaction of ordinary business or special business as may properly come before the meeting shall be held at such date, time and
place, if any, as shall be determined by the Board and stated in the notice of the meeting.
Special meetings of shareholders for any purpose or purposes
shall be called pursuant to a resolution approved by the Board or requisition by shareholders in accordance with the Act. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such
In order that the Corporation may determine the
shareholders entitled to notice of any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which date shall be not more than 60 nor less than 30 days before the date of such meeting, and notice of any record date
shall be given not less than seven days before the record date, by newspaper advertisement in the manner provided by the Act and as required by any relevant stock exchange. If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of a meeting of shareholders shall be at the close of business on the day before the date on which the notice is given, or, if no notice is given, shall be the day on which the meeting is held. A determination of
shareholders entitled to notice of a meeting of shareholders shall apply to any
adjournment of the meeting; provided however, that the Board may fix a new record date for the determination of shareholders entitled to vote at the adjourned meeting, and, in such case, it shall
comply with the Act and this By-law in setting such date.
In order that the Corporation may
determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the
purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 50 days before such action.
If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board passes the resolution relating thereto.
The chair presiding at a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place subject to this Section 2.5. Any meeting of the shareholders, annual or special, may be adjourned from
time to time to reconvene at the same or some other place, if any. If the adjournment is for less than 30 days, the Corporation need not give notice of the adjourned meeting other than by announcement at the original meeting. If the adjournment is
for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at the meeting using the same process for an original notice of meeting. If after the adjournment a new record date is fixed for
shareholders entitled to vote at the adjourned meeting, the Board shall give notice of the new record date and notice of the adjourned meeting to each shareholder entitled to vote at the adjourned meeting in accordance with the Act and this By-law. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.
Notice of the place, if any, date, hour, and means of remote
communication, if any, of every meeting of shareholders shall be given by the Corporation not less than 21 days, and not more than 50 days before the meeting to every shareholder entitled to vote at the meeting as of the record date, to each
Director, and to the Corporation s auditor, if any. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called in sufficient detail to permit the shareholder to form a reasoned judgment on
special business, and include the text of any special resolution or by-law to be submitted at the meeting. Except as otherwise provided herein or permitted by applicable law, notice to shareholders shall be in writing and delivered personally or
mailed to the shareholders at their recorded address. Without limiting the manner by which notice otherwise may be given effectively to shareholders, notice of meetings may be given to shareholders by means of electronic transmission in accordance
with applicable law. Notice of any meeting need not be given to any shareholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the shareholder attends for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is unlawfully called. Any shareholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been
Quorum for any meeting of shareholders shall be shareholders, personally
present or represented by proxy, holding no less than 33 1/3% of the outstanding shares of the applicable class of shares. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such
business. If a quorum is not present at the time appointed for a meeting of shareholders or within such reasonable time thereafter as the shareholders present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed
time and place but may not transact any other business and the provision of this by-law with regard to notice shall apply to such adjournment.
At every meeting of shareholders, the chair of the Board, or
in his or her absence or inability to act, the vice-chair of the Board, or, in his or her absence or inability to act, the individual whom the Chief Executive Officer appoints, shall act as chairperson of, and preside at, the meeting. The secretary
or, in his or her absence or inability to act, the individual whom the meeting s chairperson appoints as secretary of the meeting, shall act as secretary and keep the meeting s minutes. The chairperson of any shareholders meeting
shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board or prescribed by the chairperson of the meeting, may include: (a) establishing an agenda or order of business for the meeting; (b) determining when the polls shall open and close for any given matter to be
voted on at the meeting; (c) establishing rules and procedures for maintaining order at the meeting and the safety of those present; (d) limiting attendance at or participation in the meeting to registered shareholders of the corporation,
their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (e) restricting entry to the meeting after the time fixed for the commencement thereof; and (f) limiting the time
allotted for participants questions or comments.
Unless otherwise required by law, the election of Directors
shall be by show of hands unless a ballot is demanded in which case such election shall be by ballot. Unless otherwise required by law, the Articles, or this By-law, any matter, other than the election of
Directors, brought before any meeting of shareholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. In the case of an equality of votes
on a show of hands, a ballot or the results of telephonic or electronic voting, the chairperson of the meeting shall not have a second or casting vote in addition to an original vote as a shareholder. Voting at meetings of shareholders need not be
by written ballot, except where a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting. Each shareholder entitled to vote at a meeting of shareholders or to express approval of any resolution in writing may authorize
another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon
except at the meeting in respect of which it is given or any adjournment thereof. A proxy may be revoked before the meeting. A shareholder may revoke any proxy by attending the meeting and voting
in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. The board may by resolution specify in a notice calling a meeting of shareholders a time, preceding the time of such
meeting or an adjournment thereof by not more than 48 hours exclusive of any part of a non-business day, before which time proxies to be used at such meeting must be deposited.
The accidental omission to give any notice to any
shareholder, Director, officer, member of a committee of the Board or auditor, the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws, or any
error in any notice not affecting its substance, shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
The Board shall manage, or supervise the management of, the
business and affairs of the Corporation.
The remuneration to be paid to the Directors shall be such as
the Board shall from time to time determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a member of the Board. The Directors may also award special remuneration to any
director undertaking any special services on the Corporation s behalf other than the routine work ordinarily required of a director by the Corporation and the confirmation of any such resolution or resolutions by the shareholders shall not be
required. The Directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation. Nothing herein contained shall preclude any Director from serving the
Corporation in any other capacity and receiving remuneration therefore.
All meetings of the Board may be held at any place
within or outside Ontario. In any financial year of the Corporation, a majority of the meetings of the Board need not be held within Canada.
The Board may appoint a day or days in any month or months for
regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith after being passed, and no further notice shall be
required for any such regular meeting expect where the act requires the purpose thereof or the business to be transacted thereat to be specified.
Meetings of the Board shall be held from time to time at
such place, on such day and at such time as the Board, the chairperson of the Board or any two Directors may determine. Meetings are called by the chairperson of the Board or by the secretary upon being asked to call such a meeting.
Except as set out in Section 3.4, the notice stating the
time and place of a meeting of the Board and the general nature of any business to be transacted at the meeting shall be given to each Director at least 48 hours before the meeting is to occur.
Board meetings or meetings of any committees of the Board
may be held by means of telephonic, electronic or other communication facility that permits all participants to communicate with each other simultaneously and instantaneously, and such participation by a Director or a member of a committee in a
meeting shall constitute presence in person at such meeting.