1998/99 Legislative Session: 3rd Session, 36th Parliament
THIRD READING


The following electronic version is for informational purposes only.
The printed version remains the official version.


BILL 85 -- 1999

COMPANY ACT

... continued ...

 

Schedule


Table A

Part 1 -- Interpretation

Definitions

1.1 Without limiting Article 1.3, in these Articles, unless the context requires otherwise:

"Board" and "the director" or "the directors" mean the directors or sole director of the Company for the time being;

"Company Act" means the Company Act of British Columbia from time to time in force and all amendments to it;

"notice of articles" means the notice of articles filed with the registrar under Part 2 of the Company Act;

"recognized" and "recognition" have the meaning given to them under section 4 of the Company Act;

"regulations" means the regulations under the Company Act as made and amended from time to time.

Interpretation

1.2 Words importing the singular include the plural and vice versa and words importing a specific gender include the other gender and corporations.

Company Act definitions apply

1.3 The definitions in the Company Act, as they read on the date these Articles become applicable to the Company, apply to these Articles, with the necessary changes, so far as applicable, and unless the context requires otherwise.

Part 2 -- Shares and Share Certificates

Share structure

2.1 The authorized share structure of the Company is set out in the Company's notice of articles.

Form of share certificate

2.2 Each share certificate issued by the Company and the instrument of transfer, if any, on the reverse side of that certificate, or any other instrument of transfer for a share, must be in such form as the directors approve and must comply with the Company Act.

Entitlement to share certificate

2.3 Every shareholder is entitled, without charge and on request, to receive from the Company a certificate for the shares of each class or series of shares registered in the shareholder's name.

Sending of share certificate

2.4 Any share certificate may be sent through the mail by registered mail to the shareholder entitled to that certificate, and neither the Company nor any transfer agent is liable for any loss to the shareholder because the certificate sent is lost in the mail or stolen.

Certificate for joint shareholders

2.5 The Company is not required to issue more than one certificate in respect of shares held jointly by several persons and delivery of a certificate for shares to one of several joint holders is sufficient delivery to all.

Worn certificates

2.6 If a share certificate is worn out or defaced, the directors, on production to them of that certificate and on any other terms they consider appropriate, must order the certificate to be cancelled and may issue a new certificate as a replacement.

Lost or destroyed certificates

2.7 If a share certificate has been lost, stolen or destroyed, the Company must issue to the person entitled to the lost, stolen or destroyed certificate a new share certificate as a replacement if

(a) the Company has no notice that the lost, stolen or destroyed certificate has been acquired by a good faith purchaser,

(b) the directors are satisfied that the certificate is lost, stolen or destroyed,

(c) the Company receives payment of any fee prescribed for the issue of a replacement certificate, and

(d) the Company receives the indemnity, if any, the directors consider appropriate.

Manual signing of share certificates

2.8 Each share certificate must be signed manually

(a) by at least one director or officer of the Company, or

(b) by or on behalf of a transfer agent, branch transfer agent or other agent of the Company.

Additional signatures on share certificates

2.9 If signatures additional to those referred to in Article 2.8 are required on a share certificate, those additional signatures may be printed or otherwise mechanically reproduced on the certificate, and a certificate so signed is as valid as if signed manually, even if any individual whose signature is so printed or mechanically reproduced no longer holds the office that the individual is stated on the certificate to hold at the date of its issue.

Part 3 -- Issue of Shares

Directors authorized to issue shares

3.1 Subject to the Company Act, the directors must retain control over the unissued shares of the Company and may, subject to the rights of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares to the persons, including directors, in the manner, on the terms and conditions and for the issue price, that the directors, in their absolute discretion, may determine.

Commissions and discounts

3.2 The directors may at any time, subject to the Company Act, authorize the Company to pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the company or procuring or agreeing to procure purchasers for any of those shares.

Brokerage

3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its shares.

Share must be fully paid

3.4 Except as provided for by the Company Act, no share may be issued until the Company has received consideration, in one or more of past services actually performed for the Company, cash or property, that equals or exceeds the issue price set for the share.

Property does not include promissory notes

3.5 A document evidencing indebtedness of the person to whom the share is allotted is not property for the purposes of Article 3.4.

Value of property and services

3.6 The value attributed to past services or property for the purposes of Article 3.4 must be no greater than the fair market value of those past services or that property.

Part 4 -- Securities Registers

Securities register

4.1 The Company must maintain a central securities register at its records office or at any other place in British Columbia designated by the directors.

Contents of securities register

4.2 The Company must record in the central securities register all the securities issued by it in registered form, and with respect to each class or series of those securities, must set out

(a) the names, alphabetically arranged, and the latest known addresses of the persons currently holding securities of that class or series of securities and the persons to whom securities of that class or series of securities have been issued by the Company,

(b) the number of those securities held by each of the persons currently holding those securities, and

(c) the date and particulars of the issue and transfer, if any, of those securities.

Part 5 -- Share Transfers

Recording or registering transfer

5.1 Subject to the Company Act, a transfer of a share issued by the Company must not be recorded or registered

(a) unless a duly executed instrument of transfer in respect of the share has been delivered to the Company and the security certificate representing the share to be transferred, has been surrendered and cancelled, or

(b) if no security certificate has been issued by the Company in respect of the share, unless a duly executed instrument of transfer in respect of the share has been delivered to the Company.

Part 6 -- Transmission of Shares

Deceased shareholders

6.1 In the event of the death of a holder, or of one of the joint holders, of any share, the Company is not required to make any entry in the securities register in respect of the share or to make any dividend or other payments in respect of the share except on production of all such documents as may be required by law and on compliance with the reasonable requirements of the Company.

Part 7 -- Purchase and Redemption of Shares

Company authorized to purchase and redeem shares in its capital

7.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may, by a resolution of the directors and in compliance with the Company Act, purchase or otherwise acquire any of its shares at the price and on the terms specified by such resolution and the Company may redeem shares of any class or series of its shares in accordance with the special rights and restrictions attaching to those shares.

Purchase prohibited if insolvent

7.2 The Company must not make a purchase, acquisition or redemption referred to in Article 7.1 if the Company is insolvent at the time of the proposed purchase, acquisition or redemption, or if the proposed purchase, acquisition or redemption would render the Company insolvent.

Purchase to be made rateably

7.3 If the Company wishes to purchase any of its shares, the Company must, if obliged to do so by the Company Act, make its offer to purchase those shares rateably to every shareholder who holds shares of the class or series of shares to be purchased.

Directors to decide on shares to be redeemed

7.4 If the Company proposes at its option to redeem some but not all of the shares of any class or series of shares, the directors may, unless these Articles otherwise provide, decide the manner in which the shares to be redeemed are to be selected, including whether or not such a partial redemption is to be made rateably.

Sale and voting of purchased or redeemed shares

7.5 Subject to the provisions of the Company Act, any share purchased or redeemed by the Company may be sold by it, but, while such share is retained by the Company, the Company must not exercise any vote in respect of such share and must not pay or make any dividend or other distribution in respect of such share.

Part 8 -- Borrowing Powers

Powers of directors

8.1 The Directors may from time to time on behalf of the Company

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person, and

(c) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

Issue and assignment of bonds and debentures

8.2 Any bonds, debentures or other debt obligations of the Company may, as the directors may determine,

(a) be issued at a discount, premium or otherwise,

(b) be issued with any special privileges, including special privileges as to

(i) redemption,

(ii) surrender,

(iii) drawing,

(iv) allotment of or conversion into or exchange for shares or other securities,

(v) attendance and voting at general meetings of the Company, and

(vi) appointment of directors, and

(c) by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder of them.

Part 9 -- Creation of New Shares

New shares are subject to these Articles

9.1 Except as otherwise provided by conditions imposed at the time of creation of any new shares or by these Articles, new shares must be subject to the provisions of these Articles.

Part 10 -- Class or Series Meetings of Shareholders

Provisions apply

10.1 Subject to the Company Act and these Articles, the provisions of these Articles relating to general meetings apply, with the necessary changes and so far as they are applicable, to a meeting of shareholders holding shares of a particular class or series of shares.

Part 11 -- General Meetings

Location of general meetings

11.1 The general meetings of the Company must be held in British Columbia, except that a general meeting of the Company may be held in a location outside of British Columbia if the location at which the meeting is to be held is, before the meeting, approved by the registrar in writing.

Annual general meetings

11.2 Subject to the Company Act and Article 11.3, the first annual general meeting of the Company must be held within 18 months after the Company's date of recognition and after that at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year.

Written consent to business

11.3 If all the shareholders entitled to attend and vote at an annual general meeting unanimously consent in writing to all the business required to be transacted at that annual general meeting, the meeting is deemed to have been held on the date specified by the consent.

Calling of general meetings

11.4 The directors may, whenever they think fit, call a general meeting of the Company.

Notice of meetings

11.5 Notice of the time and place of a general meeting of the Company must be given, at least 21 days but not more than 2 months before the meeting, to each shareholder entitled to attend at the meeting, to each director and to the auditor, if any, of the Company.

Meeting valid despite failure to give notice

11.6 The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to receive notice does not invalidate any proceedings at that meeting.

Special business

11.7 If a general meeting is to consider special business within the meaning of Article 12.1, the notice must state the general nature of the business.

Document to be considered need not be delivered

11.8 If any special business includes considering, approving or authorizing the execution of any document, the portion of any notice relating to that document is sufficient if that portion states that a copy of the document or proposed document is or will be available for inspection by shareholders, at the Company's records office or at such other reasonably accessible location in British Columbia as is specified by the notice, during business hours of any one or more specified working days before the date of the meeting.

Waiver of notice

11.9 A shareholder and any other person entitled to receive notice of a meeting of shareholders may waive or reduce the period of notice of the meeting and that waiver or reduction of the period of notice need not be in writing.

Attendance as waiver

11.10 Attendance of a person at a meeting of shareholders is a waiver of notice of the meeting, unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Meetings by conference telephone

11.11 A shareholder entitled to vote at a general meeting and a proxyholder who is entitled to vote at that meeting on behalf of such a shareholder may participate in and vote at that meeting by conference telephone or other communications medium if all persons participating in the meeting, whether by telephone, other communications medium or in person, are able to communicate with each other.

Company need not provide method of communication

11.12 Despite Article 11.11, the Company need not take any action or provide any facility to permit or facilitate the use of any communications medium at a general meeting.

Part 12 -- Proceedings at General Meetings

Special business

12.1 At a general meeting, the following business is special business:

(a) at a general meeting that is not an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of and voting at the meeting;

(ii) any other business that, under these Articles or the Company Act, may be transacted at a general meeting without prior notice of that business being given to the shareholders;

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct or voting at any annual general meeting;

(ii) consideration of the financial statements of the Company presented to the meeting;

(iii) consideration of the respective reports of the directors and auditor;

(iv) the setting or changing of the number of directors;

(v) the election of directors;

(vi) the appointment of the auditor;

(vii) the setting of the remuneration of the auditor;

(viii) any other business that, under these Articles or the Company Act, may be transacted at an annual general meeting without prior notice of that business being given to the shareholders;

(ix) business arising out of a report of the directors not requiring the passing of a special resolution.

Quorum

12.2 The quorum for the transaction of business at a general meeting, a class meeting or a series meeting is 2 persons who are, or represent by proxy, shareholders holding at least 1/20 of the issued shares entitled to be voted at the meeting.

One shareholder may constitute quorum

12.3 If there is only one shareholder entitled to vote at the meeting, the quorum is one person present and being, or representing by proxy, that shareholder.

Requirement of quorum

12.4 No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting, class meeting or series meeting, unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, and if at any time during the meeting there ceases to be a quorum present, any business then in progress is suspended until there is a quorum present or until the meeting is adjourned or terminated as the case may be.

Lack of quorum

12.5 If, within 1/2 hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened by requisition of shareholders, must be dissolved, but in any other case stands adjourned to the same day in the next week at the same time and place.

Lack of quorum at succeeding meeting

12.6 If, at the meeting to which the first meeting referred to in Article 12.5 was adjourned (in this Part, the "adjourned meeting"), a quorum is not present within 1/2 hour from the time appointed, the persons present and being, or representing by proxy, the shareholders entitled to attend and vote at the meeting constitute a quorum.

Chair

12.7 The following individual may preside as chair at a general meeting of the Company:

(a) the chair of the board, if any;

(b) in the absence of the chair of the board, the president of the Company;

(c) in the absence of the individuals referred to in paragraphs (a) and (b), any vice president of the Company.

Alternate chair

12.8 If at any general meeting there is no chair, president or vice president present within 15 minutes after the time appointed for holding the meeting, or if the chair, president and the vice president are unwilling to act as chair, the shareholders present must choose one of their number to chair the meeting.

Adjournments

12.9 The chair of a general meeting may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Notice of adjourned meeting

12.10 It is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

Motion need not be seconded

12.11 No motion proposed at a meeting need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting is entitled to move or propose a resolution.

Decisions by show of hands or poll

12.12 Subject to the provisions of the Company Act, every motion for a resolution put to the vote of a general meeting is to be decided on a show of hands unless,

(a) before or promptly on the declaration of the result of the vote by a show of hands, a poll is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy, or

(b) one or more shareholders vote at the meeting by telephone or other communications medium, in which event the voting must be by poll or be conducted in any other manner that adequately discloses the intentions of the shareholders.

Declaration of result

12.13 The chair must declare to the meeting the decision of every question in accordance with the result of the show of hands or the poll, and that decision must be entered in the minute book of the Company.

Declaration is proof

12.14 Unless a poll is required or demanded, a declaration by the chair that a motion has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minute book of the Company is proof, in the absence of evidence to the contrary, of the fact without proof of the number or proportion of the votes recorded in favour of or against that motion.

Casting votes

12.15 In case of an equality of votes, the chair must not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which he or she may be entitled as a shareholder.

Casting of votes

12.16 On a poll, a shareholder entitled to more than one vote need not, if he or she votes, use all the shareholder's votes or cast all the votes he or she uses in the same way.

Poll not available in respect of election of chair

12.17 No poll may be demanded in respect of the vote by which a chair is elected.

Manner of taking a poll

12.18 Subject to Article 12.20, if a poll is duly demanded,

(a) the poll must be taken in the manner, at the time, at the meeting or within 7 days after the date of the meeting, and at the place that the chair of the meeting directs,

(b) the result of the poll is deemed to be the resolution of the meeting at which the poll is demanded, and

(c) the demand for the poll may be withdrawn.

Chair must resolve dispute

12.19 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair must determine the same, and his or her determination made in good faith is final and conclusive.

Demand for a poll on adjournment

12.20 A poll demanded on a question of adjournment must be taken immediately at the meeting.

Demand for a poll not to prevent continuance of meeting

12.21 The demand for a poll does not, unless the chair so rules, prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Retention of ballots and proxies

12.22 Each ballot cast on a poll, and each proxy appointing a proxy holder who casts a ballot on a poll,

(a) must be kept at the records office for 3 months after the meeting, or for any longer period that the Company Act provides,

(b) during the period referred to in paragraph (a), must be open to inspection at the records office of the Company during statutory business hours, excluding Saturdays and holidays, by any shareholder or proxy holder entitled to vote at the meeting from which the ballot and the proxy came, and

(c) may be destroyed at the end of the period referred to in paragraph (a).

Action by ordinary resolution

12.23 Unless the Company Act, the notice of articles or these Articles provide otherwise, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution.

Part 13 -- Votes of Shareholders

Number of votes

13.1 Subject to any special rights or restrictions attached to any shares, and the restrictions on joint registered holders of shares set out in Article 13.3, on a show of hands every shareholder present in person at, and entitled to vote at, a general meeting of the company or a class or series meeting has one vote, and on a poll every shareholder has one vote for each share of which he or she is the registered holder and may exercise that vote in person or by proxy holder.

Votes of persons in representative capacity

13.2 Any person who is not registered as a shareholder but who is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he or she were a shareholder if, before the meeting at which he or she proposes to vote, he or she satisfies the directors of his or her right to vote the share at that meeting.

Votes by joint shareholders

13.3 If there are joint shareholders registered in respect of any share,

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if he or she were solely entitled to it, or

(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint shareholder present whose name stands first on the register in respect of the share is alone entitled to vote in respect of that share.

Executors or administrators as joint shareholders

13.4 If there are 2 or more executors or administrators of a deceased shareholder in whose sole name any share stands, those executors or administrators are, for the purpose of this Article, deemed to be joint shareholders.

Representative of a corporate shareholder

13.5 If a corporation, that is not a subsidiary of the Company, is a shareholder of the Company, that corporation may authorize any person it thinks fit to act as its representative at any general meeting or class or series meeting of the Company, and, if a person is authorized for that purpose under this Article,

(a) evidence of the appointment of any such representative may be sent to the Company by written instrument, telegram, telex or any method of transmitting legibly recorded messages,

(b) the person so authorized is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that he or she represents as that corporation could exercise if it were a shareholder of the Company being an individual personally present, including the right to appoint a proxy holder to represent the corporation, and

(c) the person so authorized, if present at the meeting, is to be counted for the purpose of forming a quorum.

Corporate shareholder may appoint proxy holder

13.6 Subject to Articles 13.9 and 13.10 and without limiting Article 13.5, a corporation that is not a subsidiary of the Company but that is a shareholder of the Company may appoint a proxy holder.

Shareholder may vote by committee

13.7 A shareholder who is entitled to vote on a resolution may, if a committee has been duly appointed for that shareholder, vote on that resolution, whether on a show of hands or on a poll, by his or her committee, curator or other person in the nature of a committee or curator appointed by any court having jurisdiction, and that committee, curator or other person may appoint a proxy holder.

Execution of proxies or similar instruments

13.8 A proxy, or an instrument appointing a duly authorized representative of a corporation, must

(a) be in writing,

(b) be signed by the appointing shareholder, an attorney authorized in writing by the appointing shareholder or, if the appointor is a corporation, a duly authorized director or officer of, or an attorney for, the corporation, and

(c) include the date of the signature referred to in paragraph (b).

Deposit of proxies

13.9 A proxy, along with the original or any notarially certified copy of the power of attorney or other authority, if any, under which the proxy is signed, must be deposited

(a) at the registered office of the Company or at any other place specified for that purpose in the notice calling the meeting or in the information circular relating to it, at least 48 hours (excluding Saturdays and statutory holidays) before the time for holding the meeting in respect of which the person named in the instrument is appointed, or

(b) at the meeting, before its commencement, with a director or officer or the solicitor of the Company.

Validity of proxy votes

13.10 A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy or despite the revocation of the proxy or of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received at the registered office of the Company, or by the chair of the meeting or adjourned meeting for which the proxy was given, before the vote is taken.

Revocation of proxies

13.11 Every proxy may be revoked in any manner provided by law including by an instrument in writing that is

(a) signed by the shareholder giving the proxy or by his or her agent authorized in writing or, if the shareholder is a corporation, by a duly authorized director, officer or attorney of the corporation, and

(b) delivered to

(i) the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment of that meeting, at which the proxy is to be used, or

(ii) the chair of the meeting on the day of the meeting or any adjournment of that meeting before the taking of any vote in respect of which the proxy is to be used.

Production of evidence of authority to vote

13.12 The chair of any general meeting may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

Part 14 -- Directors

Powers and functions

14.1 The directors must manage or supervise the management of the affairs and business of the Company subject to the Company Act, the regulations and these Articles.

Number of directors

14.2 The Company must have at least one director.

Changing number of directors

14.3 Subject to Article 14.2, the number of directors may be changed from time to time by ordinary resolution.

First directors

14.4 Each individual who is designated as one of the first directors of a company on the notice of articles filed with the registrar holds office as director from incorporation of the Company until

(a) his or her term of office expires,

(b) the director dies or resigns,

(c) the director is removed from office, or

(d) the director ceases to be qualified to act as a director.

Share qualification

14.5 A director of a Company is not required to hold shares issued by the Company.

Part 15 -- Election and Removal of Directors

Election at annual general meeting

15.1 At the first annual general meeting, and at every succeeding annual general meeting,

(a) all the directors cease to hold office, but are eligible for election or appointment again, and

(b) the shareholders entitled to vote must elect a board of directors consisting of the number of directors for the time being set under these Articles.

Consent to act as director

15.2 An individual elected or appointed as a director must consent in writing to act as director of the Company unless the individual is present at the meeting at which the individual is elected or appointed and does not refuse at the meeting to act as a director.

Failure to hold annual general meeting

15.3 If the Company fails to hold an annual general meeting in accordance with the Company Act, the directors then in office continue to hold office until the earlier of

(a) the date on which an annual general meeting is held, and

(b) the date on which they otherwise cease to hold office under the Company Act.

Casual vacancies

15.4 Subject to Articles 15.5 to 15.7, any casual vacancy occurring in the Board may be filled by the remaining director or directors.

Increase in number or failure to elect

15.5 If there is no quorum of directors in office, the directors

(a) must, within the time required by the Company Act, call a general meeting to fill the vacancy, and

(b) may appoint as directors to hold office until that meeting, the number of individuals required to provide a quorum.

Vacancy of director elected by specific shareholders

15.6 Unless these Articles provide otherwise, if the shareholders holding shares of any class or series of shares have the exclusive right to elect or appoint one or more directors and a vacancy occurs among the directors that those shareholders have the right to elect or appoint, the remaining directors elected or appointed by those shareholders may, to fill that vacancy, appoint a qualified individual to hold office until a replacement director is elected or appointed at a meeting of those shareholders.

Directors may appoint director

15.7 If, after a vacancy referred to in Article 15.6 occurs, there are no remaining directors elected or appointed by the shareholders referred to in that Article, the remaining directors of the company must promptly

(a) call a meeting of those shareholders for the purpose of filling the vacancy, and

(b) appoint an individual as a director to hold office until that meeting.

Term of appointed director

15.8 Each individual appointed as a director under Article 15.5, 15.6 or 15.7 may be elected or appointed as a director at the meeting referred to in that Article.

Director appointed by shareholders

15.9 If, as a result of an occurrence of a vacancy, there are no remaining directors in the Company, the shareholders may, by ordinary resolution or by an instrument in writing signed by the shareholders who hold in the aggregate more than 1/2 of the shares to which the right to elect or appoint directors is attached, appoint a qualified individual as director solely for the purpose of calling a meeting of shareholders to fill vacancies.

Term of office of elected or appointed director

15.10 The term of office of a director elected or appointed to fill a vacancy is the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Vacating office of director

15.11 The office of director must be vacated if the director

(a) resigns his or her office by notice in writing delivered to the registered office of the Company,

(b) is convicted of an indictable offence and the other directors have resolved to remove him or her, or

(c) is not or ceases to be qualified to act as a director under the Company Act.

Removal of director

15.12 Subject to Article 15.13, the Company may by special resolution remove any director before the expiration of his or her period of office, and may by an ordinary resolution appoint another individual in his or her place.

Shareholders' right to remove and appoint directors

15.13 If the shareholders holding shares of a class or series of shares of the Company have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a special resolution of those shareholders, and those shareholders may by an ordinary resolution elect or appoint another individual in that director's place.

Part 16 -- Proceedings of Directors

Meetings of directors

16.1 The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit and meetings of the Board held at regular intervals may be held at the place, at the time and on the notice, if any, that the Board may by resolution from time to time determine.

Chair of meetings

16.2 The chair of the Board or, in the absence of the chair of the Board, the president, if any, of the Company, is to chair all meetings of the directors but, if at any meeting, neither the chair nor the president are present within 15 minutes after the time appointed for holding the meeting or are willing to chair the meeting, the directors present may choose one of their number to chair the meeting.

Voting at meetings

16.3 Questions arising at any meeting are to be decided by a majority of votes and, in the case of an equality of votes, the chair does not have a second or casting vote.

Meetings by conference telephone

16.4 A director may participate in a meeting of the Board or of any committee of the directors by means of conference telephone or other communications medium by means of which all directors participating in the meeting are able to hear each other and any director participating in a meeting in accordance with this Article

(a) is deemed to be present at the meeting,

(b) is to be counted in the quorum for the meeting, and

(c) is entitled to speak and vote at that meeting.

Who may call meetings

16.5 A director may, and the secretary, if any, of the Company on request of a director must, call a meeting of the Board at any time.

Notice of meetings

16.6 Subject to the Articles 16.7 and 16.8, if a meeting of the directors is called, reasonable notice of that meeting, specifying the place, date and hour of such meeting, must be given to each of the directors

(a) by mail addressed to the director's address as it appears on the books of the Company,

(b) by leaving it at the director's usual business or residential address, or

(c) by telephone, telegram, telex or any other method of transmitting legibly recorded messages.

When notice not required

16.7 It is not necessary to give notice of a meeting of the directors to a director if

(a) the meeting is to be held immediately following a general meeting at which that director was elected or appointed or is the meeting of the directors at which that director is appointed, or

(b) the director has filed a waiver under Article 16.9 and Articles 16.9 and 16.10 apply.

Meeting valid despite failure to give notice

16.8 The accidental omission to give notice of any meeting to or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

Waiver of notice of meetings

16.9 Any director of the Company may file with the secretary of the Company a document executed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings held after its filing.

Effect of waiver

16.10 After filing a waiver under Article 16.9 with respect to future meetings, and until that waiver is withdrawn, no notice need be given to the director and, unless the director otherwise requires in writing to the secretary, if any,

(a) notice of any meeting of the directors need not be given to that director, and

(b) a meeting of the directors is not improperly called or constituted merely because no notice of the meeting was given to that director.

Quorum

16.11 The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is 2 directors or, if the number of directors is set by these Articles at one, is one director.

Continuing directors power to act

16.12 The continuing directors may act despite any vacancy in the Board, but, if and so long as the number of continuing directors is reduced below the number set by these Articles as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

Validity of meeting where appointment defective

16.13 Subject to the provisions of the Company Act, all acts done by any meeting of the directors or of a committee of directors or by any individual acting as a director, are, even though it is later discovered that there was some defect in the qualification, election or appointment of any of those directors or of the members of that committee or of the individual acting as a director, or that they or any of them were disqualified, as valid as if every such individual had been duly elected or appointed and was qualified to be a director.

Consent resolutions in writing

16.14 A resolution consented to in writing, whether by document, telegram, telex or any other method of transmitting legibly recorded messages, by all of the directors is as valid and effectual as if it had been passed at a meeting of the directors duly called and held.

Processing consent resolutions

16.15 A consent resolution referred to in Article 16.14

(a) may be in 2 or more counterparts that together constitute one resolution in writing,

(b) must be filed with the minutes of the proceedings of the directors, and

(c) is effective on the date stated on it or on the latest date stated on any counterpart.

Part 17 -- Committees of Directors

Appointment of committees

17.1 The directors may, by resolution, appoint one or more committees consisting of the director or directors that they consider appropriate and may delegate any, but not all, of their powers to a committee so appointed and any committee so formed, in the exercise of the powers so delegated, must

(a) conform to any rules that may from time to time be imposed on it by the directors, and

(b) report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

Chair of meetings

17.2 A directors' committee may elect a chair of its meetings but, if no chair is elected, or if at any meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee may, by resolution, choose one of their number to chair the meeting.

Committee meetings

17.3 The members of a directors' committee may meet and adjourn as they think proper.

Proceedings at committee meetings

17.4 Questions arising at any meeting of a directors' committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair has no second or casting vote.

Part 18 -- Officers

Appointment of officers

18.1 The Board may, from time to time, appoint any officers of the Company that it considers necessary, and none of the individuals appointed as officers need be a member of the Board.

Functions, duties and powers of officers

18.2 The Board may decide what functions and duties each officer is to perform and may entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit and may from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers.

Remuneration

18.3 All appointments of officers must be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits, or otherwise) that the Board thinks fit and are subject to termination at the pleasure of the Board.

Directors as officers

18.4 A director may be appointed to any office of the Company.

One individual may hold more than one office

18.5 Two or more offices of the Company may be held by the same individual.

Part 19 -- Disclosure of Interest of Directors
and Senior Officers

Obligation to disclose respecting contract or transaction

19.1 A director or senior officer who has a material interest in an existing or proposed contract or transaction that is material to the Company, or who is a director or senior officer of or has a material interest in a person who has a material interest in the contract or transaction, must disclose the nature and extent of his or her interest in accordance with the provisions of the Company Act.

Obligation to disclose respecting office or property

19.2 A director or senior officer who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in material conflict with his or her duty or interest as a director or senior officer must disclose the nature and extent of the conflict or potential conflict in accordance with the provisions of the Company Act.

Director not to vote

19.3 A director must not vote in respect of any contract or transaction with the Company referred to in Article 19.1 in which he or she is interested, and, if he or she does so, his or her vote is not to be counted, but he or she may be counted in the quorum present at the meeting at which such vote is taken.

Application of Articles 19.1 and 19.3

19.4 Articles 19.1 and 19.3 do not apply to a director unless, the director has a disclosable interest in a contract or transaction within the meaning of section 160 of the Company Act.

Other office of director

19.5 A director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with the office of director for such period and on such terms (as to remuneration or otherwise) as the directors may determine and no director or intended director is disqualified by his or her office from contracting with the Company either with regard to the tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Company Act, no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided by reason of his or her office.

Professional services by director

19.6 Subject to compliance with the provisions of the Company Act, a director or any corporation or firm in which the director has an interest may act in a professional capacity for the Company, except as auditor of the Company, and the director or such corporation or firm is entitled to remuneration for professional services as if that individual were not a director.

Accountability

19.7 A director may be or become a director or other officer or employee of, or otherwise interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, the director is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation or firm or entity.

Part 20 -- Indemnification

Party to legal proceedings

20.1 Subject to the provisions of the Company Act and this Part, the directors must cause the Company to indemnify

(a) a director or officer or former director or former officer of the Company,

(b) a director or officer or former director or former officer of another Corporation (in this Part the "Corporation") if

(i) the Corporation is or was an affiliate of the Company, or

(ii) the individual acts or acted as a director or officer of the Corporation at the request of the Company,

(c) an individual who, at the request of the Company, acts or acted as, or holds or held a position equivalent to that of, a director or officer of an unincorporated entity (in this Part the "Entity"), including a partnership, a trust, a joint venture or any other unincorporated entity, and

(d) the heirs and personal or other legal representatives of any individuals described in paragraphs (a), (b) and (c) of this Article,

against all costs, charges and expenses (in this Part collectively "the Expenses"), including legal and other fees, and against all amounts (in this Part collectively "the Penalties") paid to settle an action, satisfy a judgment, pay a penalty and pay a fine, if and to the extent that the Expenses and Penalties are actually and reasonably incurred, by the individual to be indemnified, in a legal proceeding (civil, criminal or administrative) or in an investigative action, whether pending, threatened or completed, to which the individual is or may be made a party or is or may be made liable for Penalties and Expenses by reason of being or having been a director or officer of or holding a position equivalent to that of director or officer of the Company, Corporation or Entity.

Employees and agents

20.2 Subject to the provisions of the Company Act, the directors must cause the Company to

(a) indemnify any employee or agent of the Company, of a Corporation or of an Entity, whether or not he or she is also a director, and his or her heirs and personal or other legal representatives against all actually and reasonably incurred Expenses and Penalties resulting from his or her acting as an employee or agent of the Company, the Corporation or the Entity, and

(b) indemnify the secretary, if any, or any assistant secretary of the Company, whether or not he or she is a full time employee of the Company and whether or not he or she is also a director, and his or her respective heirs and personal or other legal representatives against all Expenses and Penalties whatsoever incurred by him or her and arising out of the functions assigned to the secretary or assistant secretary, as the case may be, by the Company Act or these Articles.

Non-compliance with Company Act

20.3 The failure of a director or officer of the Company to comply with the provisions of the Company Act or of the notice of articles or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

Company may purchase insurance

20.4 The directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Company or of any Corporation, or who is or was serving in a position equivalent to a director or officer of an Entity, or who is or was serving as an employee or agent of an Entity, and the heirs and personal or other legal representatives of that individual, against any liability incurred by the individual as director, officer, employee or agent.

Part 21 -- Dividends

Declaration of dividends

21.1 Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

No notice required

21.2 The directors need not give notice to any shareholder of any declaration under Article 21.1.

Solvency requirement

21.3 The directors must not declare and the Company must not pay a dividend if there are reasonable grounds for believing that the Company is, or the payment would render the Company, insolvent.

Reserves

21.4 If money is properly available for the payment of dividends, the directors may,

(a) before declaring any dividend, set aside out of that money any amount they consider appropriate as a reserve, which reserve amount, at the discretion of the directors, may be used by the directors for meeting contingencies, for equalizing dividends or for any other purpose to which such funds of the Company may be properly applied, and pending such use, the reserve amount may, at the discretion of the directors, be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit, or

(b) carry forward the whole or any portion of that money that they consider appropriate without placing the amount carried forward into reserve.

Manner of paying dividend

21.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in any one or more of those ways and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they think expedient, and in particular may set the value for distribution of specific assets.

Receipt by joint registered holders

21.6 If several persons are joint registered holders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

Dividend bears no interest

21.7 No dividend bears interest against the Company.

Fractional dividends

21.8 If the dividend to which a shareholder is entitled includes a fraction of a cent, that fraction must be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

Payment of dividends

21.9 Any dividend, bonus or other money payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the registered holder, or in the case of joint registered holders, to the address of the joint registered holder who is first named on the register of shareholders, or to the person and to the address as the registered holder or joint registered holders may direct in writing.

Payment by cheque a discharge

21.10 The mailing of a cheque, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharges all liability for the dividend, unless the cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

Capitalization of undistributed surplus

21.11 Despite anything contained in these Articles, the directors may from time to time capitalize any of the Company's undistributed surplus on hand, and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing the undistributed surplus on hand or any part of that undistributed surplus on hand.

Part 22 -- Accounting Records

Recording of financial affairs

22.1 The Board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Company Act.

Inspection by shareholders

22.2 The Board may, subject to the provisions of the Company Act, determine whether and to what extent, and at what times and places, and on what conditions, the accounting records of the Company, or any of those records, are to be open to the inspection of the shareholders, and no shareholder has any right to inspect any accounting record of the Company except as authorized by the Board.

Inspection by directors

22.3 The directors must determine the place at which the accounting records of the Company are to be kept, and those records must be open to the inspection of any director during statutory business hours.

Part 23 -- Execution of Instruments

Custody and use of seal

23.1 The directors may provide a seal for the Company and, if they do, must provide for its safe custody.

Who may attest seal

23.2 The seal must not be impressed on any instrument except when that impression is attested by the signature or signatures of

(a) any 2 directors,

(b) any officer, together with any director, or

(c) any one or more directors or officers or persons as may be determined by resolution of the directors.

Sealing copies

23.3 Despite Article 23.2, for the purpose of certifying under seal a true copy of any resolution or other document, the seal may be impressed on that copy and attested by the signature of any director or officer.

Official seal for foreign use

23.4 The Company may have for use in any other province, state, territory or country an official seal that has on its face, the name of the province, state, territory or country where it is to be used, and if the Company has such a seal, all of the powers conferred by the Company Act with respect to it may be exercised by the directors or by a duly authorized agent of the Company.

Part 24 -- Notices

Method of giving notice

24.1 A record may be sent to the Company, a director of the Company, an officer of the Company, a shareholder of the Company or a beneficial owner of the shares of the Company

(a) by mail addressed to the applicable address referred to in Article 24.2,

(b) by facsimile transmission,

(c) by personal delivery, or

(d) by any other method prescribed under section 9 (1) (c) (iv) of the Act for sending records.

Method of giving notice by mail

24.2 A record sent by mail must be sent,

(a) if sent to the Company, to the mailing address of the Company's registered office,

(b) if sent to a shareholder, to the latest mailing address shown for the shareholder in the Company's central securities register,

(c) if sent to a director or officer, to the latest address shown for the director or officer in the records kept by the Company,

(d) if sent to an extraprovincial company, to the mailing address of any of its attorneys or, if under the charter of the extraprovincial company its head office is in British Columbia and if the extraprovincial company does not have an attorney, to the mailing address of its head office, or

(e) if sent to any other person, to the mailing address of the person.

Notice by mail

24.3 If a record is sent by mail, the service or delivery of the record is effected by properly addressing, prepaying and mailing the record, and a record sent in that manner is deemed to have been received by the person to whom it was mailed on the day, Saturdays and statutory holidays excepted, following the date of mailing.

Notice to joint registered holders

24.4 A notice, statement or report may be given or delivered by the Company to the joint registered holders of a share by giving or delivering the notice to the joint holder first named in the central securities register in respect of the share.

Notice to legal representatives

24.5 A record may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by

(a) mailing the record, addressed to them

(i) by name, by the title of representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description, and

(ii) at the address, if any, supplied to the Company for the purpose by the persons claiming to be so entitled, or

(b) if an address referred to in paragraph (a) (ii) has not been supplied to the Company, by giving the notice in a manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

Part 25 -- Prohibitions

Number of shareholders

25.1 The number of shareholders for the time being of the Company is not to equal or exceed the number that, under the laws of any jurisdiction applicable to the Company or to its right to issue its securities, would make the Company subject to the laws of such jurisdiction relating to the public issue and trading in the securities of the Company.

No sale to the public

25.2 No share or debt obligation issued by the Company may be sold or offered to the public.

Part 26 -- Restriction on Share Transfers

Consent required for transfer

26.1 Unless the previous express sanction of the directors of the Company has been obtained, no share may be

(a) sold, transferred or otherwise disposed of by

(i) any shareholder,

(ii) any assignee of a bankrupt or insolvent shareholder,

(iii) any execution creditor, liquidator or receiver of a shareholder,

(iv) any executor, administrator or legal representative of a deceased or incapacitated shareholder, or

(v) any mortgagee, pledgee or other security holder of a shareholder, or

(b) transferred other than by the voluntary act of the person whose title or interest is to be transferred, including,

(i) by operation of law, as on inheritance, bequest, court order or declaration,

(ii) by execution sale, or

(iii) by the creation of an entitlement to an interest under the provisions of the Family Relations Act of British Columbia or any similar statute.


Table B

Company Act

Fees

1 For incorporation, amalgamation or restoration of a company $300
2 For registration, amalgamation or restoration of an extraprovincial company $300
3 For conversion of a special Act company to a British Columbia company $100
4 For filing an annual report $35
5 For changing the name of a company or registering a change of name of an extraprovincial company $100
6 For a certificate of true copy or extract $25
7 For each search conducted through the B.C. OnLine information service using a person's own computer terminal $7*
8 For each search conducted by a person using a computer terminal provided by the government $8*
9 For each search conducted by government personnel unless the search is made as part of the review by the registrar of an application to reserve a name $10
10 For a copy of or extract from any document, for every page or part of a page   50¢
11 For continuation into British Columbia or continuation out of British Columbia $300
12 For pre-vetting of documents to be filed with the registrar $100
13 For the search of a maximum of 3 names on application for reservation of a name [the fee will not be refunded if a name is not accepted] $30*
14 For filing a Notice of Alteration to alter the Notice of Articles of a company $100
15 For filing any document for which there is no other fee, the fee for each document $20
16 For a priority service when offered $100
17 For the filings necessary to give effect to an arrangement $100

*In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operator fee, may be charged for any transaction done by electronic means from a location outside a government office or at a government office by a person who is not a government employee.


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