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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, 1991), 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
- Borrowing powers
- Proceedings at general meetings
- Managing director
- Chairman of the Board
- Powers of directors
- Secretary and Treasurer
- Auditors and audit
1 (1) In these regulations, unless the context otherwise requires, expressions defined by the Companies Act, or any statutory modification thereof in force at 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 the Company;
(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 Section 42 of the Act;
(j) "Registrar" means the Registrar of Joint Stock Companies;
(k) "reporting company" and "reporting issuer" shall have the meanings as set out in Section 2 of the Act;
(l) "Secretary" includes any person appointed to perform the duties of Secretary 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 any agreement or agreements from time to time made by or with the promoters of the Company by or on behalf of the Company with full power nevertheless from time to time to agree to any modification of the terms of such agreement or agreements either before or after execution thereof.
3 The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
4 The business of the Company may be commenced as soon after incorporation as the directors may think fit, and notwithstanding that part only of the shares may have been allotted.
5 The directors shall control the shares and, subject to the provisions hereinafter set out, may allot or otherwise dispose of them to such persons at such times, on such terms 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 to any person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or the person procuring or agreeing to procure subscriptions for any shares in the Company.
(2) The Commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company.
7 The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls.
8 If by the conditions of allotment of any shares, the whole or part of the amount or issue 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 to time, shall be the registered holder of the share, or the legal personal representative of the registered holder.
9 Shares may be registered in the names of joint holders not exceeding three in number.
10 (1) The joint holders of a share shall be severally as well as jointly liable for the payment 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 survivors of them shall alone be recognized by the Company as having title to the shares.
11 Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
12 (1) Certificates of title to shares shall be in the following form or as near thereto as circumstances will permit, or in such other form as the directors may from time to time approve:
This is to certify that _________________________ is the registered owner of _________ fully paid and non-assessable common shares of _________________ transferable only on the books of the Company (subject to the restrictions imposed by the articles of association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company 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 the directors may authorize; and
(c) if the directors have appointed a transfer agent for the company, an authorized officer of such transfer agent.
(3) The signature of the President or Vice-President and, if a transfer agent has been appointed, of the Secretary or assistant secretary may be engraved, lithographed or printed upon the certificates or any one or more of them and all such certificates, when signed by the Secretary, an assistant secretary, such other person as the directors authorize, or, if a transfer agent has been appointed, an authorized officer of such transfer agent, shall be valid and binding upon the Company.
(4) If the Company has appointed only one director and officer, share certificates shall be signed by that director alone as sole director.
13 Subject to any Articles made at any time by the directors, each shareholder may have title to the shares registered in the name of the shareholder evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.
14 Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.
15 If any certificate is worn out or defaced, then, upon production of the certificate to the directors, they may order the same to be cancelled, and may issue a new certificate in lieu thereof; and if any certificate is lost or destroyed, then, upon proof thereof to the satisfaction of the directors, and on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof shall be given 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 the Company for every certificate, issued in respect of any share or shares, except the first.
17 The directors may cause to be kept in any place or places either in or outside of the Province, one or more branch registers of members.
18 (1) The directors may from time to time make such calls as they think fit upon the shareholders in respect of all moneys unpaid on the shares held by them respectively and not
be[by] the conditions of allotment thereof made payable at fixed times, and each shareholder shall pay the amount of every call so made on the shareholder to the person and at the times and places appointed by 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 the directors authorizing such call was passed.
20 At least fourteen days' notice of any call shall be given, and such notice shall specify 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 the day appointed for payment thereof, the person from whom the sum is due shall pay interest for the same at the rate of ten per cent per annum from the day appointed for 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 call it shall be sufficient to prove that the name of the member sued is entered on the Register as the holder, or one of the holders, of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued in pursuance of these Articles and it shall not be necessary to prove the appointment of the directors who made such call nor any other matters whatsoever, but the proof 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 advance the same, all or any part of the moneys due upon the shares held by the member beyond the sums actually called for and upon the moneys so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate, not exceeding ten per cent per annum, as the member paying such sum in advance and the directors agree upon, or the directors may agree with such member that a member may participate in profits upon 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 for the payment of the same, the directors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such member requiring the member to pay the same, together with any interest that may have accrued, and all 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 date of the notice, and a place or places, on and at which such call or instalment and 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 the day and at the place or one of the places so named, the shares in respect of which 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, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect.
(2) Such forfeiture shall include all dividends declared in respect of the forfeited shares, and not actually paid before the forfeiture.
27 When any share has been so forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the 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 the directors may sell, re-allot or otherwise dispose of the same in such manner as they think 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 conditions as they think fit.
30 Any member whose shares have been forfeited shall, notwithstanding, be liable to pay, and shall forthwith pay to the Company all calls, instalments, interest and expenses 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 time of forfeiture until payment and the directors may enforce the payment thereof if they 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 countersigned by the Secretary or a certificate under the hand of a sole director if there be only one, stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the share but for such forfeiture.
Lien on shares
32 (1) The Company shall have a first and paramount lien upon all shares, other than fully paid up shares, registered in the name of each shareholder, whether solely or jointly with others, and upon the proceeds from the sale thereof for the debts of the shareholder, liabilities and other engagements, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfillment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such shares.
(2) Unless otherwise agreed, the registration of a transfer of shares shall operate as 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 to the lien in such manner as they think fit; but no sale shall be made until the period for payment, fulfillment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such member, the member's executors or administrators and default shall have been made by the member or them in the payment, fulfillment or discharge of such debts, 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 be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid to such member or the executors, administrators or assigns of the member.
Validity of sales
35 Upon any sale, after forfeiture or for enforcing a lien, in purported exercise of the powers given by these Articles, the directors may cause the purchaser's name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see the regularity of the proceedings or to the application of the purchase money, and after the name of the purchaser has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
Transfer of shares
36 The instrument of transfer of any share in the Company shall be signed by the transferrer and the transferrer shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof, and shall be entitled to receive any dividend declared thereon before the registration of transfer.
37 The instrument of transfer of any share shall be in writing in the following form, or as near thereto as circumstances will permit:
For value received _____________________________ hereby, sell, assign and transfer unto _____________ shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint __________________ attorney to transfer the said stock on the books of the within 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 be effected by any means approved by the Depository.
39 The directors may, without assigning any reason therefor, decline to register any transfer 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 the directors have by a resolution approved the transfer of such prescribed securities and the registration of the transfer and the directors shall be under no obligation to give such approval or to give any reason for withholding the same.
(2) The number of holders of prescribed securities of the Company exclusive of persons who are in the employment of the Company shall not exceed fifty (50), two or more persons holding one or more prescribed securities jointly being counted as a single holder.
(3) The Company shall not distribute any of its prescribed securities or securities convertible into or exchangeable for prescribed securities to the public.
(4) In this Article, "prescribed securities" means securities prescribed by the Nova 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 its transfer agent where the principal or branch register of members is maintained for registration together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferrer or right of the transferrer to transfer the shares.
42 A fee not exceeding five dollars may be charged for each transfer and shall, if required by the directors, be paid before the registration thereof.
43 Every instrument of transfer shall, after the registration thereof, remain in the custody of the Company, but any instrument of transfer which the directors decline to register shall, except in the case of fraud, be returned to the person depositing the same.
44 The transfer books and Register of members may be closed during such time as the directors 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 or administrators of such deceased member shall be entitled to register themselves in the register of members as the holders of such deceased member's share whereupon they 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 the only persons recognized by the Company as having any title to the share, and in the case of a share registered in the names of two or more holders, the survivor or survivors, or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, the share.
47 (1) Any person becoming entitled to shares in consequence of the death or bankruptcy 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 the capacity 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 any obligation to give, be registered as a member in respect of such shares or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares.
(2) The directors shall have the same right to refuse to register a person entitled by transmission to any shares, or the nominee of the person, as if the person were 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, hereinafter called "share warrants", stating that the bearer is entitled to the shares therein specified and may provide, by coupons or otherwise, for the payment of future dividends on the shares included in such warrants.
49 (1) The directors may determine and, from time to time, vary the conditions upon which share warrants shall be issued, and in particular the conditions upon which a new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed or upon which the bearer of a share warrant shall be entitled to attend and vote at general meetings, or upon which a share warrant may be surrendered and the name of the bearer entered in the Register in respect of the shares therein specified.
(2) Subject to such conditions, and to these presents, the bearer of a share warrant shall be a member to the full extent.
(3) The bearer of a share warrant shall be subject to the conditions for the time being 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 a general meeting, increase its capital by the creation of new shares of such amount as it thinks expedient.
51 The new shares may be issued upon such terms and conditions, and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct; and if no direction be given, as the directors shall determine, 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 to the assets of the Company upon distribution and with a special, or without, any right 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 all the then members or to the members of any class, in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of the new shares; but in default of any such determination, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital.
53 Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference 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 capital in any way and with, and subject to, any incident authorized and consent required by law.
55 Any action proposed to be taken by the Company pursuant to Articles 50 and 51 shall, where and to the extent that subsection 12(1) of the Third Schedule to the Act applies to such action, be subject to the additional approvals required by that subsection and those Articles shall not limit in any way the application of that subsection.
Alteration of capital
56 The Company may from time to time in general meeting consolidate and divide all or 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 its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination.
58 (1) The Company may from time to time by special resolution subdivide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association so, however, that in the subdivision the proportion between the amount paid and the amount if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the 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 or more of such shares shall have some preference or special advantage as regards dividend, capital, voting, or otherwise, over, or as compared with the others, or other.
59 The Company may from time to time in general meeting exchange shares of one denomination for another.
60 The Company may from time to time in general meeting cancel shares which, at the date of passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
61 The Company may from time to time by special resolution convert any part of its unissued share capital into preference shares redeemable or purchasable by the Company in the manner provided in the Act.
62 The Company may from time to time by special resolution provide for the issue of shares without any nominal or par value.
63 The Company may from time to time by special resolution, except in the case of preferred shares, convert all or any of its previously authorized unissued or issued and fully paid-up shares with nominal or par value into the same number of shares without any nominal or par value and reduce, maintain or increase accordingly its liability on any of its shares so converted, but the power to reduce its liability on any of its shares so converted where it results in a reduction of capital may only be exercised as provided by the Act.
64 (1) The Company may from time to time by special resolution convert all or any of its previously authorized unissued or issued and fully paid-up shares, without nominal or par value, into the same or a different number of shares with nominal or par value.
(2) For such purpose the shares issued without nominal or par value and replaced by shares with a nominal or par value shall be considered as fully paid, but their aggregate par value shall not exceed the value of the net assets of the Company as represented by the shares without par value issued before the 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 by it.
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 Third Schedule to the Act applies to such action, be subject to the additional approvals required by that subsection and these Articles shall not limit in any way the application of that subsection.
Interest on share capital
67 (1) Subject to Section 56 of the Act, the Company may pay interest at a rate not exceeding six per cent (6%) per annum on share capital issued and paid up for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be operated profitably for a lengthy period of time.
(2) Such interest may be paid for such period and may be charged to capital as part of the cost of construction of the work or building or of the provision of the plant.
(3) The payment of the interest shall not operate to reduce the amount paid up on the shares in respect of which it is paid.
(4) The accounts of the Company shall show full particulars of the payment during the period to which the accounts relate.
Classes of shares
68 (1) Subject to the provisions, if any, in that behalf, of the memorandum of association, and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time by special resolution determine.
(2) Any preference shares may, with the sanction of a special resolution of the Company, 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 Article shall, where and to the extent that subsection 12(1) of the Third Schedule to the Act applies to such action, be subject to the additional approvals required by that subsection and this Article shall not limit in any way the application of that subsection.
Modification of rights of shareholders
69 (1) If at any time the share capital of the Company, by reason of the issue of preference shares or otherwise, is divided into different classes of shares in pursuance of the provisions of the next preceding Article or otherwise, all or any of the rights and privileges attached to any such class may, subject to such additional approvals required by subsection 12(1) of the Third Schedule to the Act, be modified, altered, varied, affected, commuted, abrogated or otherwise 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 a special resolution at extraordinary general meetings of the holders of shares of that class, and all the provisions hereinafter contained as to general meetings shall, mutatis mutandis, apply to every such meeting, but so that the quorum thereof shall be members holding, or representing by proxy one-fifth in number of the issued shares of the class.
(2) This Article is not, by implication, to curtail the power of modification which the 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 compromise of 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 a forfeited 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 manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company's real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or otherwise or charged upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being; provided that the power to execute mortgages of the Company's real or personal property and the power to issue bonds or debentures or debenture stock secured by mortgage or otherwise shall not be exercised by the directors except with the sanction of a special resolution of the Company previously passed and, where confirmation is necessary, confirmed in general meeting;
(c) sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of securities for money borrowed or to be borrowed for the purposes 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 same may be issued.
73 Any bonds, debentures, debenture stock and other securities may be issued at a discount, premium, or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors, and otherwise.
74 The first meeting of the Company shall be held within eighteen months from the date of the registration of the memorandum of association of the Company and at such place as the directors may determine.
75 (1) Other general meetings shall be held once at least in every calendar year, at such time and place as may be determined by the directors and not more than fifteen 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 and they shall, on the requisition of members of the Company holding not less than five per cent of the shares of the Company carrying the right to vote at the meeting sought to be held, forthwith proceed to convene a special general meeting of the Company 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 signed by the members making the same and shall be deposited at the registered Office of the Company, and may consist of several documents in like form each signed by one or more of the requisitionists.
78 If the directors do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited, the requisitionists, or any of 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 be held after three months from the date of such deposit.
79 If at any such meeting a resolution requiring confirmation at another meeting is passed, the directors shall forthwith convene a further special general meeting for the purpose of considering such resolution and, if thought fit, of confirming it as a special resolution; and if the directors do not convene the meeting within seven days from the date of the passing of the first resolution, the requisitionists, or any of 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 such meetings are to be convened by [the] directors.
81 At least seven clear days' notice of every general meeting, except in the case of meetings 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, day and hour of the meeting, and, in the case of special business, the general nature of such 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 hereinafter provided; and, with the consent in writing of all the members entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or if all the members are present at a meeting, either in person or by proxy, 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 be convened by one and the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed 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 any resolution passed at any such meeting.
Proceedings at general meetings
84 The business of an annual general meeting shall be to receive and consider the financial statements of the Company, the reports of the directors and of the auditors, if any, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an annual general meeting.
85 Two members, where there is more than one member, personally present or represented by proxy and entitled to vote shall be [a] quorum for a general meeting, provided that a corporation which is a member of the Company and which has duly appointed a representative under the provisions of the Act who is personally present at the meeting, shall for the purposes of this clause be considered as if personally present thereat.
86 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved; but in any other case it shall stand adjourned, to the same day, in the next week, at the same time, and place, and if at such adjourned meeting a quorum is not present, those members entitled to vote as aforesaid who are present shall be a 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 requisite be present at the commencement of the business.
88 (1) All of the business which the Company may transact at an annual general meeting or special meeting may be transacted by resolution in writing and signed by every shareholder who is entitled to vote and is as valid as if it were transacted at a meeting of the shareholders satisfying all the requirements of the Act respecting meetings of the shareholders.
(2) A copy of every resolution referred to in sub-article (1) shall be kept with the minutes of proceedings of shareholders.
89 The Chairman of the Board shall be entitled to take the chair at every general meeting, or if there be no Chairman of the Board, or if at any meeting the Chairman of the Board shall not be present within fifteen minutes after the time appointed 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 the President, or a vice-president, shall be present within fifteen minutes after the time appointed for holding the meeting, the members present entitled to vote at said meeting shall choose another director as Chairman and if no director is present or if all the directors present decline to take the chair then the members present entitled 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 a show of hands, and in the case of an equality of votes, the Chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes to 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 show of hands, unless a poll is, before or on the declaration of the result of show of hands, 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 has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion 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 such time and place as the Chairman of the meeting directs, and either at once, or after an interval or adjournment or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(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 Chairman shall determine the same, and such determination made in good faith, shall be final and conclusive.
93 The Chairman of a general meeting may, with the consent of the meeting, adjourn the same from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
94 Any poll demanded on the election of a Chairman of a meeting or any question of adjournment, shall be taken at the meeting, and without adjournment.
95 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
Votes of members
96 (1) Subject to the Act and the provisions applicable to any shares issued under conditions limiting or excluding the right of holders thereof to vote at general meetings, on a show of hands every member present in person and every proxy 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 one vote for every share held by the member.
(2) Where a corporation being a member is represented by a proxy holder who is not a member or by representative duly authorized under the Act, such proxy holder or representative shall be entitled to vote for such Corporation either on a show of hands or at a poll.
97 Any person entitled under the transmission clause to transfer any shares may vote at any general meeting in respect thereof in the same manner as if the person were the registered holder of such shares, provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which the person proposes to vote, the person shall satisfy the directors of the right of the person to transfer such shares, unless the directors shall have previously admitted the right of the person to vote in respect thereof.
98 (1) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if the person were solely entitled thereto; and if more than one of such joint holders is present at any meeting, personally or by proxy, that one of the persons so present whose name stands first on the Register in respect of such share shall alone be entitled to vote in respect thereof.
(2) Several executors or administrators of a deceased member in whose sole name any share stands shall for the purposes of this Article be deemed joint holders 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 attorney of the appointer duly authorized in writing, or, if such appointer is a corporation, under its common seal or the hand of its attorney or representative authorized in the manner referred to in clause 86(1)(a) of the Act.
(2) Holders of share warrants shall not be entitled to vote by proxy in respect of the shares included in such warrants unless otherwise expressed in such warrants.
101 A member of unsound mind, in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by the guardian of the member or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.
102 (1) A proxy and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Notary Public shall be deposited at the office not less than forty-eight hours excluding Saturdays and holidays before the meeting or adjourned meeting at which it is to be voted unless the directors, by resolution, determine otherwise, but a proxy shall cease to be valid one year after its date.
(2) Notice of the requirement for depositing proxies shall be given in the notice calling the meeting.
103 A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, or revocation of the proxy, or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation, or transfer shall have been received before the meeting, 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 a specified meeting or otherwise shall, as nearly as circumstances will admit, be in the form or to the effect following, or in such other form as the directors may from time to time determine which complies with the Articles made pursuant to the 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 attend and vote for me and on my behalf at the annual general (or special general as the case may be) meeting of the Company, to be held on the _____ day of ________________ and at any adjournment thereof, or at any meeting of the Company which may be held within ______ months from the date thereof.
(Where the proxy is solicited by or on behalf of management of the Company a statement 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 either personally or by proxy at any general meeting, or upon a poll, or be reckoned in a quorum while any call or other sum is due and payable to the Company in respect of any of the shares of such member.
106 (1) Any resolution passed by the directors, notice whereof shall be given to the members in the manner in which notices are hereinafter directed to be given and which shall, within one month after it has been passed, be ratified and confirmed in writing by members entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting; but this Article shall not apply to a resolution for winding up the Company, to a resolution passed in respect of any matter which by statute or these presents ought to be dealt with by special resolution, or any action which, by virtue of subsection 12(1) of the Third Schedule to the Act, requires approval in accordance with that subsection.
(2) Where the Company has only one member, all business which the Company may transact at annual or special meetings of members shall be transacted in the manner specified in Article 85.
107 Unless otherwise determined by general meeting, the number of directors shall not be less than one or more than seven.
108 Notwithstanding anything herein contained, the subscribers to the Memorandum of 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 any other person either to fill a casual vacancy or as an addition, but so that the total number of directors shall not at any time exceed the maximum number, fixed as above, and so that no such appointment shall be effective unless two-thirds of the directors concur therein.
110 Directors shall not be required to hold a qualifying share as their qualification for appointment to the Board.
111 The directors shall be paid out of the funds of the Company by way of remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration shall be divided among them in such proportions and manner as the directors may determine; the directors may also be paid their reasonable travelling and hotel and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as directors.
112 The continuing directors may act notwithstanding any vacancy in their body; but if the number falls below the minimum above fixed the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as the number is below the minimum.
113 A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which this Company shall be a shareholder or otherwise interested or under any other company.
114 The office of the director shall ipso facto be vacated if the director
(a) becomes bankrupt or makes an authorized assignment or suspends payment, 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 Articles or any amendments thereto.
115 (1) No director shall be disqualified by the office of the director from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director shall be in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested, be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established; however, the existence and nature of the interest of the director must be declared by the director at a meeting of the directors.
(2) In the case of a proposed contract such director shall declare the interest at the meeting of directors at which the question is first taken into consideration, or if the director was not then interested, at the next meeting held after the director became so interested, and when the director becomes interested after it is made, the director shall declare the interest of the director 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 a member, shareholder or director of any specified firm or company, and is to be regarded as interested in any transaction or contract with such firm or company shall be deemed to be sufficient declaration under this Article and no further or other notice shall be required.
(4) No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, or if the director does so vote, the vote of the director shall not be counted.
(5) This prohibition may at any time or times be suspended or relaxed to any extent by a general meeting and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.
Election of directors
116 (1) At every annual general meeting, all the directors shall retire from office, but shall hold office until the dissolution of the meeting at which their successors are elected.
(2) The Company shall at such meeting fill the vacant offices by electing a like number of persons to be directors, unless it is determined at such meeting to reduce 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 take place and no such election takes place, or if no annual general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on notice be held at any time.
118 The Company in general meeting may from time to time increase or reduce the number of directors, and may determine or alter their qualifications.
119 The Company may, by special resolution, remove any director before the expiration of the period of office of the director and appoint another person in the stead of the director; and the person so appointed shall hold office during such time only as the director in whose place the person is appointed would have held the 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 director would 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 be managing director or managing directors of the Company, either for a fixed term or without any limitation as to the period for which the managing director or managing directors are to hold such office, and may, from time to time, remove or dismiss the managing director or managing directors from office and appoint another or others in place of the managing director or managing directors.
122 A managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if the managing director ceases to hold the office of director for any cause, the managing director shall, ipso facto, and immediately, cease to be managing director.
123 The remuneration of a managing director shall from time to time be fixed by the directors, 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 managing director for the time being such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, 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 a director, and may determine the period for which the President is to hold office.
(2) The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.
126 The directors may also elect vice-presidents and determine the period for which they 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 the directions 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 offices provided for in these Articles.
Chairman of the Board
128 (1) The directors may also elect one of their number to be Chairman of the Board and may determine the period during which the Chairman is to hold office.
(2) The Chairman shall perform such duties and receive such special remuneration as the Board may from time to time provide.
Proceedings of directors
129 The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business, but until otherwise determined, two or more directors shall constitute a quorum if two or more directors have been appointed.
130 (1) Meetings of directors may be held either within or without the Province and the directors may from time to time make arrangements relating to the time and place of holding directors' meetings, the notice to be given thereof and what 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 general meeting of the Company without notice;
(b) notice of every other directors' meeting shall be delivered or mailed or telegraphed or telephoned to each director 48 hours before the meeting is to take place;
(c) a meeting of directors may be held without formal notice if all the directors are present, or if those absent have signified their assent to such meeting or their consent to the business transacted at the meeting;
(d) the accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at any such meeting.
131 (1) The President or any director may at any time, and the Secretary shall, upon the request of the President or any director, summon a meeting of the directors to be held at the office.
(2) The President, the Chairman of the Board or a majority of the Board and the Secretary at the request of the President, the Chairman of the Board or a majority of the Board, may at any time summon the meeting to be held elsewhere.
132 Questions arising at any meeting of directors shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting 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 directors the Chairman is not present within five minutes after the time appointed for holding the same, the President shall preside, and if the President is not present at the time appointed for holding the meeting a vice-president of the Company shall preside, however, both President and Vice-President must be directors to be so appointed, and if neither the President nor Vice-President be present at any meeting within the prescribed time, the directors present shall 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 shall be competent to exercise all or any of the authorities, powers and discretion for the time being vested in or exercisable by the directors generally.
135 (1) The directors may delegate any of their powers to committees, consisting of such number of members of their body as they think fit.
(2) Any committee so formed shall in the exercise of the powers so delegated conform 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 more members shall be governed by the provisions contained in this Table for regulating the meetings and proceedings of the directors so far as the provisions are applicable thereto and are not superseded by any Articles made by the directors under the preceding Article.
137 All acts done at any meeting of the directors or of a committee of directors, or by any person acting as a director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
138 (1) A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted.
(2) A resolution so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.
(3) The signature of a member who is a body corporate shall be evidenced by the signature of an officer or officers, director or directors, or other person or persons authorized by the body corporate.
139 Where the Company has only one director, the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the directors shall be transacted by such director in the manner provided for in Article 138.
140 If any one or more of the directors are called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company, or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise, as may be determined by the directors, and such remuneration may be either in addition to or in substitution for the share of the director in the remuneration above provided.
141 The directors shall cause a proper Register of the members of the Company to be kept in accordance with the provisions of the Act.
142 The directors may cause to be kept in any place outside of the Province a Branch Register of members in accordance with the provisions of the Act.
143 The directors shall also cause to be kept a proper Register, containing the names and addresses and occupations of its directors or managers in accordance with the provisions of the Act.
144 The directors shall cause a proper Register of the holders of debentures to be kept at the registered Office of the Company in accordance with the provisions of the Act.
145 The directors may cause to be kept in any place outside of the Province a Branch Register 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 directors and 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 and of meetings of the directors,
and any such minutes of any meeting of the directors or of any committee, or of the Company if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence 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 otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the applicable statutes and of these Articles, and to any Articles from time to time made by the Company in general meeting; provided that no Article so made shall invalidate any prior act of the directors, which would have been valid if such Article had not been made.
148 Without restricting the generality of the provisions of Article 147 and without prejudice to the general powers conferred thereby and the other powers conferred by these Articles, it is hereby expressly declared that the directors shall have the following 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 or contract made by or on behalf of the Company;
(b) pay the costs, charges and expenses, preliminary and incidental to the promotion, formation, establishment, and registration of the Company;
(c) purchase, or otherwise acquire, for the Company any property, rights or privileges which the Company is authorized to acquire, and at such price and 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 cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures, or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital, or not so charged;
(e) subject to the Act, secure the fulfillment of any contracts or engagements entered into by the Company, by mortgage or charge of all or any of the property of the Company and its unpaid capital for the time being, 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 for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties, and fix their salaries or emoluments, and require security in such instances and to such amounts as they think fit;
(g) accept from any member insofar as the law permits, and on such terms and conditions as shall be agreed upon, a surrender of the shares of the member or any part thereof;
(h) appoint any person or persons, whether incorporated or not, to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, and for any other purposes, and execute and do all such deeds and things as may be requisite in relation to any such trust, and provide for the remuneration of any such trustee or trustees;
(i) institute, conduct, defend, compound, or abandon, any legal proceedings by or against the Company, or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due, and of any claims or demands 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 money payable to the Company and for claims and demands of the Company;
(l) determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company's behalf, bonds, debentures or other securities, 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 in such manner as they think fit, and in particular appoint any persons to be the attorneys or agents of the Company with such powers, including power to sub-delegate, and upon such terms as may be thought fit;
(n) invest and deal with any of the moneys of the Company not immediately required for the purposes thereof upon such securities and in such manner as they think fit, and from time to time to vary or realize such 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 about to incur any personal liability for the benefit of the Company, such mortgages of the Company's property, present and future, as they think fit, and any such mortgages may contain a power of sale, and such other powers, covenants and provisions as shall be agreed on;
(p) give any officer or other person employed by the Company a commission of the profits of any particular business or transaction, or a share in the general profits of the Company, and such commission, or share of profits, shall be treated as part of the working expenses of the Company.
(q) set aside out of the profits of the Company before declaring any dividend, such sums as they think proper as a reserve fund to meet contingencies, or to provide for dividends, or for depreciation, or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the directors shall in their absolute discretion think conducive to the interests of the Company, and invest the several sums so set aside upon such investments other than shares of the Company, as they may think fit, and from time to time deal with and vary such investments, and dispose of all or any part thereof for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company, and that without 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 the business of the Company, or of its officers and servants, or the members of the Company, or any section or class thereof;
(s) enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid; or otherwise for the purpose of the Company;
(t) to provide for the management of the affairs of the Company in such manner as they shall think fit.
149 The Company may employ or retain a solicitor or solicitors, and such solicitors may, at the request of the directors, or on instructions of the Chairman of the Board, or the President or managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a member or director of the Company, and if a solicitor is also a director, the solicitor may nevertheless charge 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 the shareholders' and directors' meetings and shall perform such other duties as may be assigned to the Secretary by the Board.
151 The directors may appoint a Treasurer of the Company to carry out such duties as the Board may assign.
152 If the directors think it advisable, the same person may hold the offices of both Secretary and Treasurer, or the offices of President and Secretary.
153 The directors may appoint a temporary substitute for the Secretary, who shall, for the 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 its safe custody.
(2) The seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signatures of two persons who are officers and/or directors of the Company, or in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board of directors or of a committee of the Board.
(3) If the Company has only one director and officer, the common seal may be affixed in the presence of and contemporaneously with the attesting signature of that director and officer; and for the purpose of certifying documents or proceedings of the Company, the common seal may be affixed by one of the President, Vice-President, Secretary or a director.
155 The Company may have facsimiles of the common seal which may be used interchangeably with the common seal.
156 The Company may have, for use at any place outside the Province to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the common seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its common seal authorize any person to affix such official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.
157 (1) The profits of the Company, subject to the provisions of the memorandum of association, and these Articles and to the rights of persons, if any, entitled to shares with special rights as to dividends, may be divided among the members in proportion to the amount of capital paid up on the shares held by them respectively.
(2) Where capital is paid up in advance of calls upon the footing that the same shall carry interest, such capital shall not while carrying interest confer a right to participate in profits.
158 The directors may from time to time declare such dividend upon the shares of the Company as they may deem proper according to the rights of the members and the respective classes thereof, and may determine the date upon which the same shall be payable, and provide that any such dividend shall be payable to the persons registered as the holders of the shares in respect of which the same is declared at the close of business upon such date as the directors may specify, and no transfer of such shares made or registered, after the date so specified, shall pass any right to the dividend so declared.
159 No dividend shall be payable except out of the profits of the Company, and no dividend shall carry interest against the Company.
160 The declaration of the directors as to the amount of the net profits of the Company shall be conclusive.
161 The directors may from time to time pay to the members such interim dividends as in their judgment the position of the Company justifies.
162 The directors may deduct from the dividends payable to any member all such sums of money as may be due and payable by the member to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such sums of money so due and payable.
163 The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
164 The directors may retain the dividends payable upon shares or stock in respect of which 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 has become 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 such amounts as they may fix, but so that the call on each member shall not exceed the dividend payable to the member, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call; and the making of a call under this Article shall be deemed and be business of a directors' meeting which declares such a dividend.
166 The directors, on declaring a dividend, may resolve that such dividend be paid wholly or 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 or more of such ways.
167 The directors may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserve funds or in the hands of the Company and available for dividend, or representing premiums received on the issue of shares and standing to the credit of the share premium account, be capitalized and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions, and that all or any part of such capitalized fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture stock of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares or debentures or debenture stock, and that such distribution or payment shall be accepted by such shareholders 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 last preceding Articles, the directors may settle any difficulty which may arise in regard to the distribution as they think expedient, and in particular may issue fractional certificates, and may fix the value for distribution of any specific assets, and may determine that cash payment shall be made to any members upon the footing of the value so fixed, or that fractions of less value than five dollars may be disregarded in order to adjust the rights of all parties, and may vest any such cash or specific assets in trustees upon such trusts for the person entitled to the dividend or capitalized fund as may seem expedient to the 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 after such transfer and before the registration of the transfer.
170 Any one of several persons who is registered as the joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.
171 Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the member entitled, or, in the case of joint holders, to the registered address of that 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 the order of the person to whom it is delivered or sent.
172 Notice of the declaration of any dividend, whether interim or otherwise, shall be given to the holders of registered shares in the manner hereinafter provided.
173 All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the directors for the benefit of the Company until claimed.
174 Any meeting declaring a dividend may resolve that such dividend be paid wholly or 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 or more of such ways.
175 The directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods 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 such other place or places as the directors may direct.
177 The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or Articles the accounts and books 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 or document of the Company except as conferred by statute or authorized by the directors or a resolution of the Company in general meeting.
178 At the annual general meeting in every year the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by subsection 121(1) of the Act.
179 The financial statements shall be approved by the Board and the approval shall be evidenced by the signature at the foot of the balance sheet of two directors of the Company duly authorized to sign, or if the Company has only one director, by the signature at the foot of the balance sheet of that director.
180 The directors shall send copies of the financial statements, together with copies of the auditor's report, if any, and the report of the directors, if applicable, to all members who hold voting securities of the Company and to all other members entitled to receive notices of general meetings of the Company at least seven days before 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 or auditors to hold office until the next annual general meeting.
(2) If at any general meeting at which the appointment of an auditor or auditors is to take place no such appointment takes place, or if no annual general meeting is held in any year or period of years, the directors shall appoint an auditor to hold office until the next annual general meeting.
182 The first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.
183 The directors may fill any casual vacancy in the office of the auditor but while any 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 the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the Company, all of its affiliates, or of the directors 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's business partner
(i) is a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its affiliates,
(ii) beneficially owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates, or
(iii) has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person's proposed appointment as auditor of the Company.
(3) An auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.
185 The remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the annual general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.
186 (1) The auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the members in general meeting as is necessary for the auditors to report thereon.
(2) The auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.
187 (1) The members may, except where the auditor has been appointed by order of the court pursuant to the Act, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in place of the removed auditor for the remainder of the term.
(2) Before calling a special meeting for the purpose specified in sub-article (1) or an annual general or special meeting where the directors are not recommending the re-appointment of the incumbent auditor, the Company shall, 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 the date 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 connection with the meeting.
(3) An auditor has the right to make to the Company, three days or more before the 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 of auditor; or
(c) the auditor's resignation as auditor,
and the Company, at its expense, shall forward with the notice of the meeting a copy of such representations to each member entitled to receive notice of the meeting.
(4) The Company shall give notice in writing to an auditor of the auditor's appointment forthwith after the appointment is made.
(5) A resignation of an auditor becomes effective at the time the written resignation 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 former directors, 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 the Company or any of its subsidiaries,
as are, in the opinion of the auditor, necessary to enable the auditor to make the 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 the Company shall
(a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report 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 of members and, at the expense of the Company, to attend and be heard at the meeting 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 is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former auditor's duties as auditor.
(5) A director or member who sends a notice referred to in sub-article (4) shall send concurrently a copy of the notice to the Company.
189 The auditors' report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the members present.
190 (1) A director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.
(2) Where the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and if in the auditor's or former auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.
(3) Where, pursuant to sub-article (2), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall, within a reasonable time
(a) prepare and issue revised financial statements; or
(b) otherwise inform the members and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.
191 If one auditor only is appointed, all the provisions herein contained relating to auditors shall apply to the auditor.
192 (1) If all of the members of the Company consent thereto, the provisions of these Articles and Sections 117 and 119 to 119B of the Act regarding the appointment of auditors and duties of auditors do not apply with respect to the 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 a reporting company.
193 A notice may be served by the Company upon members personally or by sending it through the post in a prepaid envelope or wrapper addressed to such member at his registered place of address.
194 Members who have no registered place of address shall not be entitled to receive any notice.
195 The holder of a share warrant shall not, unless otherwise expressed therein, be entitled 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 if given 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 newspaper published in the City of Halifax.
198 All notices shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such shares, and notice so given shall be sufficient notice to all the holders of such shares.
199 (1) Any notice sent by post shall be deemed to be served on the day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon.
(2) A certificate in writing signed by any manager, Secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof.
(3) The foregoing provisions of this clause shall not apply to a notice of a meeting of the directors.
200 Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that, prior to the name and address of the person being entered on the Register, was duly served in the manner hereinbefore provided upon the person from whom the person derived title to such share.
201 Any notice or document so advertised or sent by post to or left at the registered address of any member in pursuance of the Articles, shall, notwithstanding that such member is then deceased and that the Company has notice of the decease of the 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, until some other person is registered in place of the deceased member as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or documents on the heirs, executors or administrators of the deceased member and all persons, if any, jointly interested with 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 is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.
204 Every director, manager, Secretary, Treasurer and other officer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses that any such director, manager, Secretary, Treasurer or other officer or servant 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 the discharge of his duties including travelling expenses; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company 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 any dishonesty 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 any receipt or other act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the moneys of the 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 or effects are deposited, or for any loss occasioned by error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatsoever which happens 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 the Corporations 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, conversion or 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 meeting must be held no later than fifteen months after the preceding general meeting;
(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 copy thereof and notify the Registrar of all changes therein;
(h) when shares are issued for a consideration other than cash, file a copy of the contract with the Registrar on or before the date on which the shares are issued;
(i) send to the Registrar notice of the address of the Company's registered office and of all changes in such address;
(j) keep proper minutes of all general meetings and directors' meetings in books reserved for the purpose and kept at the Company's registered office;
(k) obtain a certificate under the Corporations Registration Act as soon as business is commenced;
(l) send notice of recognized agent to Registrar in compliance with provisions 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 of preference shares; and
(p) file with the Registrar, upon the issuance of shares without nominal or par value, a declaration by the Secretary of the Company stating the number of shares so issued and the amount received for the shares.