Or0212 - General By-Law (Business Corporations Act (Ontario))

OR0212 ― GENERAL BY-LAW (OBCA)

OR0212

GENERAL BY-LAW

(Business Corporations Act (Ontario))

OR0212-3 (CFPC/Corporate – 2007)

OR0212 ― GENERAL BY-LAW (OBCA)

TABLE OF CONTENTS

PAGE

1 INTERPRETATION 6

1.1 Definitions 6

(a) Act 6

(b) Appoint 6

(d) Board 6

(e) By-laws 6

(f) Corporate Book 6

(g) Contracts, Bills of Exchange and other Banking Documents 6

(h) Director (s) 6

(i) Officer 7

(j) Registered Address 7

(k) Shareholder 7

(l) Shareholders’ Meeting 7

(m) Signing Officer 7

(n) Simple Majority 7

(o) Unanimous Shareholder Agreement 7

1.2 Definitions in the Act 7

1.3 Rules of Interpretation 7

1.4 Discretion 8

1.5 Precedence 8

1.6 Headings 8

1.7 Computation of Time 8

2 ORGANIZATION OF THE CORPORATION 8

2.1 Registered Office 8

(a) Location 8

(b) Address of Registered Office 8

2.2 Corporate Seal 9

(a) Form 9

(b) Changes 9

(d) Preservation and Use 9

2.3 Financial Year 9

3 SHAREHOLDERS' MEETINGS 9

3.1 Annual Meeting 9

3.2 Persons Admitted 10

3.3 Special Meeting 10

3.4 Convening of Meetings 10

(a) Written Notice 10

(b) Urgent Meeting 11

(d) Waiver of Notice 11

(e) Irregularities 12

3.5 Chairman of the Meeting 12

3.6 Procedure 12

3.7 Secretary 12

3.8 Quorum 12

3.9 Adjournment 13

3.10 Right to Vote 13

3.11 Proxies 13

(a) Right to be represented 13

(b) Form 13

(d) Deposit of Proxies 14

3.12 Decisions 14

(a) Show of Hands 14

(b) Ballot 14

(d) Joint Holding 15

(e) Representative Shareholders 15

3.13 Resolution in Lieu of Meetings 15

3.14 Participation by Telephone 15

4 BOARD OF DIRECTORS 16

4.1 Composition 16

(a) Number 16

(b) Eligibility 16

(d) Remuneration 16

(e) Term of Mandate 16

(f) End of Mandate 17

(g) Replacement 17

(h) Resignation 17

(i) Dismissal 17

(j) Director de facto 18

4.2 Meetings of the Board of Directors 18

(a) Notice 18

(i) Meetings convened by the Board of Directors 18

(ii) Other Meetings 18

(b) Annual Meetings 18

(d) Location 18

(e) Quorum 19

(f) Procedure 19

(g) Secretary 19

(h) Vote 19

(i) Communication Between Directors 19

(j) Waiver 20

(k) Resolution in lieu of a Meeting 20

(l) Adjournment 20

4.3 Powers of the Directors 20

(a) General Principles 20

(b) Share Capital 20

(d) Dividends 21

(e) Donations, Rental and Exchange of Property of the Corporation 21

4.4 Executive Committee 21

(a) Appointment and Dismissal 21

(b) Vacancy 21

(d) Quorum and Procedure 22

(e) Powers 22

(f) Remuneration 22

4.5 Responsibilities of the Directors 22

(a) Conflict of Interest or Duties 22

(b) Exclusion of Liability 23

(d) Reliance on the Opinion of Experts 23

(e) Non-Liability in the Case of Dissent 23

(f) Director Stands Security for the Corporation 23

(g) Immunity Provided by the Act 24

5 OFFICERS 24

5.1 Appointment 24

5.2 Qualifications 24

5.3 Cumulative Functions 24

5.4 Term and Dismissal 24

5.5 Resignation and Dismissal 24

5.6 Vacancy and Replacement 24

5.7 Remuneration 25

5.8 Powers and Duties 25

5.9 Officer de facto 25

5.10 President 25

5.11 Vice-president 26

5.12 Secretary 26

5.13 Treasurer 26

5.14 General Manager 26

5.15 Controller 27

5.16 Auditor 27

5.17 Powers of Attorney 27

6 SHARE CAPITAL 27

6.1 Issue of Shares 27

6.2 Share Certificates 27

6.3 Shareholders’ Option 28

6.4 Replacement of Certificates 28

6.5 Joint Holding 28

6.6 Deceased Shareholder 28

6.7 Register of Transfers 28

6.8 Transfers 28

6.9 Endorsement of the Certificate. 29

6.10 Closing of Books 29

6.11 Transfer and Agent Responsible for the Keeping of Registers 29

7 CONTRACTS, BILLS OF EXCHANGE AND OTHER BANKING DOCUMENTS 29

7.1 Contracts 29

7.2 Bills of Exchange 30

7.3 Banking Business 30

7.4 Deposits 30

7.5 Deposit in Guarantee 30

8 POWERS OF SIGNING OFFICERS 30

9 AMENDMENTS TO THE BY-LAWS 31

9.1 Powers Regarding By-laws 31

9.2 Effective Date 31

9.3 Certification of the Secretary 31

1 INTERPRETATION

1.1 Definitions

The following words and phrases, when they appear in this By-law, shall be interpreted or construed according to the definitions set out below, unless it is necessary to use a different definition for a better comprehension of the text:

(a) Act

means the Business Corporation Act (Ontario) and its amendments and any regulations adopted pursuant to this Act.

(b) Appoint

means “elect” and vice versa.

(c) Articles of Incorporation

means the articles appended to the Certificate of Incorporation, and include, without limiting the generality of the foregoing, the articles of incorporation, amendment, amalgamation, continuation, reorganization, dissolution and any articles confirming an arrangement or compromise, as well as any modifications thereto.

(d) Board

means the Board of Directors of the Corporation.

(e) By-laws

means this By-law as well as all other By-laws of the Corporation that are or may be in force from time to time, and any modifications thereto

(f) Corporate Book

means the Articles of Incorporation, the Unanimous Shareholder Agreement, the notices required by the Act, By-laws, the minutes of the meetings of the Board and Shareholders’ Meetings, the stated capital account for shares issued and paid-up, the ledger of transfers and, as the case may be, the ledgers of any registrar or transfer agent of the Corporation.

(g) Contracts, Bills of Exchange and other Banking Documents

means contracts, mortgages, charges, conveyances, transfers and assignments of property personal and real, consents, discharges, receipts and releases of the payment of monies or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities.

(h) Director (s)

means the Board of Directors and its members, and includes the sole administrator.

(i) Officer

means, amongst others, the chair of the Board of Directors, a Vice-chair of the Board of Directors, the President of the Corporation, General Manager, Vice-president, Secretary, Treasurer and Controller and shall also mean an employee, an agent or any other representative having the authority to act for and on behalf of the Corporation.

(j) Registered Address

means, in the case of a Shareholder, a Director, an Officer, an auditor or a member of a committee of Directors, their most recent address registered in the Corporate Book.

(k) Shareholder

means any registered holder of shares in the Corporation.

(l) Shareholders’ Meeting

means any general, annual or special meeting of the Shareholders.

(m) Signing Officer

means any person authorized to sign a document on behalf of the Corporation, in compliance with the terms of a resolution adopted to that effect.

(n) Simple Majority

means FIFTY PERCENT (50%) plus ONE (1) of the votes cast by persons having voting rights.

(o) Unanimous Shareholder Agreement

means a written agreement concluded between all the Shareholders of the Corporation, or shall mean the declaration of the shareholder referred to in the Act, that restricts, in whole or in part, the power of the Directors to manage the business of the Corporation, as amended from time to time.

1.2 Definitions in the Act

Subject to the foregoing, the definitions in the Act apply to the terms used in this By-law.

1.3 Rules of Interpretation

Words used in the singular are deemed to include the plural and vice versa, the masculine includes the feminine and vice versa and words referring to a natural person shall encompass a legal person, namely partnerships and any other group not constituted as a corporate body. Where a reference is made to a By-law or the Articles of Incorporation or a section thereof, the reference applies to any subsequent amendment made to the By-law or the Articles of Incorporation, as the case may be.

1.4 Discretion

Where the By-laws confer a discretionary power to the Directors, they may exercise this power as and when they choose, in the best interests of the Corporation.

1.5 Precedence

Where a contradiction exists between the Act, the Articles of Incorporation, a Unanimous Shareholder Agreement or the By-laws, the Act prevails over the Articles of Incorporation, the Articles prevail over the Unanimous Shareholder Agreement and the By-laws, and the Agreement prevails over the By-laws.

1.6 Headings

The headings used in the By-laws are for reference purposes only and should not be taken into account in the interpretation of words or terms used in the By-laws.

1.7 Computation of Time

Where a notice must be given with a certain lead time, the day of the sending of the notice shall be computed as part of the time limit, unless a provision to the contrary exists in the Act.

2 ORGANIZATION OF THE CORPORATION

2.1 Registered Office

(a) Location

Subject to any resolution of the Board to the contrary, the registered office of the Corporation is located at ...... , in the City of ...... , Province of Ontario.

(b) Address of Registered Office

The Corporation may change the address of its registered office. If the address remains within the limits of the municipality or geographic township indicated in the Articles of Incorporation, the change shall be made by resolution of the Directors. A special resolution is required in order to transfer the registered office to another municipality of geographic township, the Corporation shall modify the Articles of Incorporation; this change shall be effective from the date indicated in the certificate evidencing the modification.

The Corporation may establish one or several places of business inside or outside Ontario.

2.2 Corporate Seal

(a) Form

Until changed by the Board of Directors, the corporate seal shall be in the form determined by the Board.

(b) Changes

The Board may, by resolution, specify or modify the form or the content of the corporate seal. The Corporation may, furthermore, possess several seals.

Notwithstanding the foregoing, the Corporation is not obligated to have a seal and in no case is a document issued by the Corporation invalid if the seal is not affixed on it. However, the corporate seal may, when necessary, be used by any Officer or Director designated by the Board on documents on which it is required.

(d) Preservation and Use

The seal is kept at the Corporation’s registered office, or at any other place determined by the Board, and only an authorized person may affix it to a document originating from the Corporation.

2.3 Financial Year

The financial year of the Corporation ends on the date determined by resolution of the Board.

3 SHAREHOLDERS' MEETINGS

3.1 Annual Meeting

Subject to subsection 104(1) of the Act, the Directors of the Corporation shall call an annual meeting of Shareholders not later than FIFTEEN (15) months after holding the last preceding annual meeting. Subject to the articles and any Unanimous Shareholder Agreement, the annual meeting of Shareholders of the Corporation shall take place, at its registered office or at any other location in or outside Ontario, on the date and at the time determined by resolution of the Directors. This meeting is held for the following purposes:

(a) to receive and take cognizance of the financial statements, dated not more than FOUR (4) months prior to the meeting, and, as the case may be, of the auditor’s report;

(b) to elect the Directors;

(c) to appoint an auditor, or, if the Corporation has made public distribution of its securities, adopt an unanimous resolution to not Appoint one;

(d) take cognizance and reach decisions on any other business of which the annual Shareholders’ meeting may be legally seized.

In addition, any annual meeting may constitute a special meeting with the power to take cognizance of and reach decisions on any other business that may be ordinarily decided in a special meeting. The annual meeting may also take place outside Ontario if the Articles of Incorporation allow it or, in the absence of such a provision, if all the Shareholders having participation and voting rights agree. Unless the articles or the by-laws provide otherwise, the meeting of Shareholders may be held by telephonic or electronic means such meeting is deemed to be held at the registered office of the Corporation (94 (2) and 93(2)).

3.2 Persons Admitted

The only persons who may be admitted to the Shareholders’ meeting are shareholders with voting rights, the Directors, the auditor of the Corporation and any person who, even though he does not have voting rights, is entitled or required, by any provision of the Act, Articles of Incorporation or By-laws, to be present at the meeting. With the consent of those present at the meeting, any person may attend the meeting by invitation of the Chairman.

3.3 Special Meeting

A special Shareholders’ meeting may be convened at any time:

(a) by the President, of his own initiative and at his unfettered discretion;

(b) by the President, at the signed written request of Shareholders holding, at the date of the deposit of the motion, at least TEN PERCENT (10%) of the issued shares of the classes enjoying voting rights at the meeting so requested;

This motion shall indicate, in general terms, the objective of the requested meeting and be deposited at the registered office of the Corporation. Upon receipt of a motion mentioned in the preceding paragraphs, it is incumbent on the President or the Secretary to convene with diligence a meeting in accordance with the By-laws of the Corporation, failing which, any Director or the Shareholders themselves may convene the meeting, in accordance with the Act and the By-laws.

3.4 Convening of Meetings

(a) Written Notice

The notice of an annual or special Shareholders’ Meeting shall be sent to Shareholders who have the right to be present at the meeting, and whose names are registered, at the closing date, if there is one, in the Corporate Book, as holders of one or more shares of the Corporation with voting rights. This notice shall be in writing and delivered by messenger or ordinary mail to the Registered Address of each Shareholder as it appears in the Corporate Book at least SEVEN (7) days before the date fixed for the meeting. If the address of a Shareholder does not appear in the Corporate Book, the notice may be delivered by messenger or ordinary mail to the address where, in the judgment of the sender, it is most likely to be received by this Shareholder in a timely manner. The Directors and, as the case may be, the auditor, are entitled to receive notice of all Shareholders’ meetings. The Secretary may change the address of any shareholder, Director, Officer, auditor or member of the executive committee, upon receipt of any information that he judges true. The shareholder shall supply the Corporation with an address where he will receive notices that are destined for him. The notice sent to the shareholder whose name and address appear in the Corporate Book at the time of delivery is opposable to the person having acquired a right in this act as long as this person has not modified the Corporate Book by recording his own name and address. Any person who, by the Act, by a transfer or by any other means, acquires a title in a share of the Corporation, is binded by any notice sent to the name and address of the person from whom he acquired his titles in the share, unless his name has been recorded in the Corporate Book. Any notice sent, by mail or left at the address of a shareholder, as indicated in the Corporate Book is, notwithstanding the death of the shareholder, considered sent to him and the sufficiency of this notice can not be contested because of the death of the shareholder, by his heirs, the executors of his succession or by any other person having an interest in these shares. Notices concerning the shares held by more than one person may be sent in the name of the first person indicated in the Corporate Book and this notice is valid for the other holders of these shares.