UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2013
Commission File Number 001-31913
___________________
NOVAGOLD RESOURCES INC.
(Translation of registrant's name into English)
Suite 2300 – 200 Granville Street, PO Box 24
Vancouver, BC Canada V6C 1S4
(
Address of principal executive offices
)
___________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F
£
Form 40-F
R
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
£
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
£
.
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Certificate of Continuation (British Columbia) dated June 10, 2013
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Certificate of Discontinuance (Nova Scotia) dated June 10, 2013
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Notice of Articles (British Columbia) dated June 10, 2013
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Articles of NOVAGOLD RESOURCES INC. dated June 10, 2013
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NOVAGOLD RESOURCES INC.
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(Registrant)
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Date: June 19, 2013
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By:
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/s/ David A. Ottewell
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David A. Ottewell
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Title:
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Vice President and Chief Financial Officer
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Issued under my hand at Victoria, British Columbia
On
June 10, 2013
Registrar of Companies
Province of British Columbia
Canada
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Nova Scotia
CERTIFICATE OF DISCONTINUANCE
Companies Act
Registry Number 1562756
I HEREBY CERTIFY that
NOVAGOLD RESOURCES INCORPORATED
a company incorporated under the Companies Act of Nova Scotia, is hereby discontinued under Section 133 of the Companies Act of Nova Scotia, R.S.N.S.,1989, having been continued under the laws of British Columbia, as specified in the Petition to Discontinue filed with the Registry of Joint Stock Companies, under the name of
NOVAGOLD RESOURCES INC.
June 10,2013
Date of Discontinuance
Registrar of Joint Stock Companies
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Mailing Address:
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca |
Location:
2nd Floor - 940 Blanshard Street
Victoria BC
250 356-8626
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This Notice of Articles was issued by the Registrar on: June 10, 2013 03:11 PM Pacific Time Incorporation
Number:
C0972095
Recognition Date and Time: Continued into British Columbia on June 10, 2013 03:11 PM Pacific Time
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REGISTERED OFFICE INFORMATION
Mailing Address:
SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET
P.O. BOX 49314
VANCOUVER BC V7X 1L3
CANADA
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Delivery Address:
SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET
P.O. BOX 49314
VANCOUVER BC V7X 1L3
CANADA
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RECORDS OFFICE INFORMATION
Mailing Address:
SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET
P.O. BOX 49314
VANCOUVER BC V7X 1L3
CANADA
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Delivery Address:
SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET
P.O. BOX 49314
VANCOUVER BC V7X 1L3
CANADA
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Last Name, First Name, Middle Name:
Madhavpeddi, Kalidas V.
Mailing Address:
SUITE 2300
200 GRANVILLE STREET
VANCOUVER BC V6C 1S4
CANADA
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Delivery Address:
SUITE 2300
200 GRANVILLE STREET
VANCOUVER BC V6C 1S4
CANADA
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AUTHORIZED SHARE STRUCTURE | ||
1. 1,000,000,000 |
Common Shares
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Without Par Value
Without Special Rights or
Restrictions attached |
2. 10,000,000,000
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Common Shares
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Without Par Value
With Special Rights or
Restrictions attached
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TABLE OF CONTENTS
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BUSINESS CORPORATIONS ACT
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ARTICLES
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of
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NOVAGOLD RESOURCES INC.
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Page | ||
PART 1 INTERPRETATION
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1 | |
1.1
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Definitions
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1
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1.2
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Business Corporations Act
and
Interpretation Act
Definitions Applicable
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1
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PART 2 SHARES AND SHARE CERTIFICATES
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1
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2.1
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Authorized Share Structure
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1
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2.2
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Form of Share Certificate
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2
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2.3
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Shareholder Entitled to Certificate or Acknowledgement
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2
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2.4
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Delivery by Mail
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2
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2.5
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Replacement of Worn Out or Defaced Certificate or Acknowledgement
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2
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2.6
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Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement
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2
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2.7
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Splitting Share Certificates
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2
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2.8
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Certificate Fee
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3
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2.9
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Recognition of Trusts
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3
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PART 3 ISSUE OF SHARES
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3
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3.1
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Directors Authorized
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3
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3.2
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Commissions and Discounts
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3
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3.3
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Brokerage
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3
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3.4
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Conditions of Issue
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3
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3.5
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Share Purchase Warrants and Rights
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4
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PART 4 SHARE REGISTERS
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4
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4.1
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Central Securities Register
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4
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4.2
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Closing Register
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4
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PART 5 SHARE TRANSFERS
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4
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5.1
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Registering Transfers
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4
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5.2
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Form of Instrument of Transfer
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4
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5.3
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Transferor Remains Shareholder
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5
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5.4
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Signing of Instrument of Transfer
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5
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5.5
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Enquiry as to Title Not Required
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5
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5.6
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Transfer Fee
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5
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PART 6
TRANSMISSION OF SHARES
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5
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6.1
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Legal Personal Representative Recognized on Death
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5
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6.2
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Rights of Legal Personal Representative
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5
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PART 7 PURCHASE OF SHARES
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6
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7.1
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Company Authorized to Purchase Shares
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6
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7.2
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Purchase When Insolvent
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6
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7.3
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Sale and Voting of Purchased Shares
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6
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PART 8 BORROWING POWERS
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6
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8.1
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Borrowing Powers
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6
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PART 9 ALTERATIONS
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7
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9.1
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Alteration of Authorized Share Structure
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7
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9.2
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Special Rights and Restrictions
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7
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9.3
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Change of Name
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7
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9.4
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Other Alterations
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7
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PART 10
MEETINGS OF SHAREHOLDERS
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8
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10.1
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Annual General Meetings
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8
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10.2
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Resolution Instead of Annual General Meeting
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8
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10.3
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Calling of Meetings of Shareholders
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8
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10.4
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Notice for Meetings of Shareholders
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8
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10.5
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Record Date for Notice
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8
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10.6
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Record Date for Voting
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9
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10.7
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Failure to Give Notice and Waiver of Notice
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9
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10.8
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Notice of Special Business at Meetings of Shareholders
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9
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10.9
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Advance Notice of Meetings of Shareholders.
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9
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PART 11
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
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13
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11.1
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Special Business
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13
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11.2
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Special Majority
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14
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11.3
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Quorum
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14
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11.4
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One Shareholder May Constitute Quorum
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14
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11.5
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Other Persons May Attend
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14
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11.6
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Requirement of Quorum
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14
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11.7
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Lack of Quorum
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15
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11.8
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Lack of Quorum at Succeeding Meeting
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15
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11.9
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Chair
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15
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11.1
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Selection of Alternate Chair
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15
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11.11
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Adjournments
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15
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11.12
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Notice of Adjourned Meeting
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15
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11.13
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Decision by Show of Hands or Poll
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15
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11.14
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Declaration of Result.
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16
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11.15
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Motion Need Not be Seconded
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16
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11.16
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Casting Vote
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16
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11.17
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Manner of Taking Poll
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16
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11.18
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Demand for Poll on Adjournment
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16
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11.19
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Chair Must Resolve Dispute
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16
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11.2
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Casting of Votes
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16
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11.21
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Demand for Poll
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17
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11.22
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Demand for Poll Not to Prevent Continuance of Meeting
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17
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11.23
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Retention of Ballots and Proxies
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17
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11.24
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Meeting by Telephone or Other Communications Medium
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17
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PART 12
VOTES OF SHAREHOLDERS
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17
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12.1
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Number of Votes by Shareholder or by Shares
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17
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12.2
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Votes of Persons in Representative Capacity.
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17
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12.3
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Votes by Joint Holders
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18
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12.4
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Legal Personal Representatives as Joint Shareholders
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18
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12.5
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Representative of a Corporate Shareholder
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18
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12.6
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Proxy Provisions Do Not Apply to All Companies
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18
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12.7
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Appointment of Proxy Holders
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19
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12.8
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Alternate Proxy Holders
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19
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12.9
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When Proxy Holder Need Not Be Shareholder
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19
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12.1
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Deposit of Proxy
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19
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12.11
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Validity of Proxy Vote
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19
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12.12
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Form of Proxy
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20
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12.13
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Revocation of Proxy
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20
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12.14
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Revocation of Proxy Must Be Signed
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20
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12.15
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Production of Evidence of Authority to Vote
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21
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PART 13 DIRECTORS
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21
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13.1
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First Directors; Number of Directors
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21
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13.2
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Change in Number of Directors
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21
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13.3
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Directors’ Acts Valid Despite Vacancy
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21
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13.4
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Qualifications of Directors
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22
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13.5
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Remuneration of Directors
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22
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13.6
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Reimbursement of Expenses of Directors
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22
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13.7
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Special Remuneration for Directors
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22
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13.8
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Gratuity, Pension or Allowance on Retirement of Director
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22
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PART 14
ELECTION AND REMOVAL OF DIRECTORS
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22
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14.1
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Election at Annual General Meeting
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22
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14.2
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Consent to be a Director
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22
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14.3
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Failure to Elect or Appoint Directors
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23
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14.4
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Places of Retiring Directors Not Filled
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23
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14.5
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Directors May Fill Casual Vacancies
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23
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14.6
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Remaining Directors Power to Act
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23
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14.7
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Shareholders May Fill Vacancies
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23
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14.8
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Additional Directors
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24
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14.9
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Ceasing to be a Director
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24
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14.1
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Removal of Director by Shareholders
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24
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14.11
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Removal of Director by Directors
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24
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PART 15
POWERS AND DUTIES OF DIRECTORS
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24
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15.1
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Powers of Management
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24
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15.2
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Appointment of Attorney of Company
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25
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PART 16
DISCLOSURE OF INTEREST OF DIRECTORS
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25
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16.1
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Obligation to Account for Profits
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25
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16.2
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Restrictions on Voting by Reason of Interest
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25
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16.3
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Interested Director Counted in Quorum
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25
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16.4
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Disclosure of Conflict of Interest or Property
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25
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16.5
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Director Holding Other Office in the Company
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25
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16.6
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No Disqualification
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26
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16.7
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Professional Services by Director or Officer
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26
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16.8
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Director or Officer in Other Corporations
|
26
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PART 17
PROCEEDINGS OF DIRECTORS
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26
|
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17.1
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Meetings of Directors
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26
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17.2
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Voting at Meetings
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26
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17.3
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Chair of Meetings
|
26
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17.4
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Meetings by Telephone or Other Communications Medium
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27
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17.5
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Calling of Meetings
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27
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17.6
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Notice of Meetings
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27
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17.7
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When Notice Not Required
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27
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17.8
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Meeting Valid Despite Failure to Give Notice
|
27
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17.9
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Waiver of Notice of Meetings
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27
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17.1
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Quorum
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28
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17.11
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Validity of Acts Where Appointment Defective
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28
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17.12
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Consent Resolutions in Writing
|
28
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PART 18
EXECUTIVE AND OTHER COMMITTEES
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28
|
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18.1
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Appointment and Powers of Executive Committee
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28
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18.2
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Appointment and Powers of Other Committees
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28
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18.3
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Obligations of Committees
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29
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18.4
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Powers of Board
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29
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18.5
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Committee Meetings
|
29
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PART 19
OFFICERS
|
30
|
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19.1
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Directors May Appoint Officers
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30
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19.2
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Functions, Duties and Powers of Officers
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30
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19.3
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Qualifications
|
30
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19.4
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Remuneration and Terms of Appointment
|
30
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PART 20
INDEMNIFICATION
|
30
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20.1
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Definitions
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30
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20.2
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Mandatory Indemnification
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31
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20.3
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Advance of Expenses
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31
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20.4
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Indemnification of Other Persons
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31
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20.5
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Non-Compliance with
Business Corporations Act
|
31
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20.6
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Company May Purchase Insurance
|
31
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PART 21
DIVIDENDS
|
32
|
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21.1
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Payment of Dividends Subject to Special Rights
|
32
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21.2
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Declaration of Dividends
|
32
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21.3
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No Notice Required
|
32
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21.4
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Record Date
|
32
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21.5
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Manner of Paying Dividend
|
32
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21.6
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Settlement of Difficulties
|
32
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21.7
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When Dividend Payable
|
33
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21.8
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Dividends to be Paid in Accordance with Number of Shares
|
33
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21.9
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Receipt by Joint Shareholders
|
33
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21.1
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Dividend Bears No Interest
|
33
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21.11
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Fractional Dividends
|
33
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21.12
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Payment of Dividends
|
33
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21.13
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Capitalization of Surplus
|
33
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PART 22
DOCUMENTS, RECORDS AND REPORTS
|
33
|
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22.1
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Recording of Financial Affairs
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33
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22.2
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Inspection of Accounting Records
|
34
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PART 23
NOTICES
|
34
|
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23.1
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Method of Giving Notice
|
34
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23.2
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Deemed Receipt of Mailing
|
35
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23.3
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Certificate of Sending
|
35
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23.4
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Notice to Joint Shareholders
|
35
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23.5
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Notice to Trustees
|
35
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PART 24
SEAL AND EXECUTION OF DOCUMENTS
|
35
|
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24.1
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Who May Attest Seal
|
35
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24.2
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Sealing Copies
|
36
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24.3
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Mechanical Reproduction of Seal
|
36
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24.4
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Execution of Documents Generally
|
36
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PART 25 PROHIBITIONS
|
36
|
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25.1
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Definitions
|
36
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25.2
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Application
|
37
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25.3
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Consent Required for Transfer of Shares or Designated Securities
|
37
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PART 26 SPECIAL RIGHTS AND RESTRICTIONS PREFERRED SHARES
|
37
|
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26.1
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Issuable in Series
|
37
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26.2
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Number and Conditions
|
37
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26.3
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Series Parity
|
37
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26.4
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Class Priority
|
38
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26.5
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Restriction on Creation and Issuance of Shares
|
38
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26.6
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Approval of Holders of Preferred Shares as a Class and as a Series
|
38
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(a)
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order the share certificate or acknowledgement, as the case may be, to be cancelled; and
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(b)
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issue a replacement share certificate or acknowledgement, as the case may be.
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(a)
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proof satisfactory to them that the share certificate or acknowledgement is lost, stolen or destroyed; and
|
(b)
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any indemnity the directors consider adequate.
|
(a)
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consideration is provided to the Company for the issue of the share by one or more of the following:
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(b)
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the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.
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(a)
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a duly signed instrument of transfer in respect of the share has been received by the Company;
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(b)
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if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
|
(c)
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if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company.
|
(a)
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in the name of the person named as transferee in that instrument of transfer; or
|
(b)
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if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.
|
(a)
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the Company is insolvent; or
|
(b)
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making the payment or providing the consideration would render the Company insolvent.
|
(a)
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is not entitled to vote the share at a meeting of its shareholders;
|
(b)
|
must not pay a dividend in respect of the share; and
|
(c)
|
must not make any other distribution in respect of the share.
|
(a)
|
borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
|
(b)
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issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
|
(c)
|
guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
|
(d)
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mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.
|
(a)
|
create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
|
(b)
|
increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
|
(c)
|
subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
|
(d)
|
if the Company is authorized to issue shares of a class of shares with par value:
|
|
(ii)
|
if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
|
(e)
|
change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
|
(f)
|
alter the identifying name of any of its shares; or
|
(g)
|
otherwise alter its shares or authorized share structure when required or permitted to do so by the
Business Corporations Act.
|
(a)
|
create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
|
(b)
|
vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.
|
(a)
|
if and for so long as the Company is a public company, 21 days;
|
(b)
|
otherwise, 10 days.
|
(a)
|
if and for so long as the Company is a public company, 21 days;
|
(b)
|
otherwise, 10 days.
|
(a)
|
state the general nature of the special business; and
|
(b)
|
if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
|
|
(i)
|
at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
|
|
(ii)
|
during statutory business hours on any one or more specified days before the day set for the holding of the meeting.
|
(a)
|
Nomination Procedures.
Subject only to the
Business Corporations Act
, Applicable Securities Law and the Articles of the Company, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual general meeting of shareholders, or at any special meeting of shareholders if the election of directors is a matter specified in the notice of meeting,
|
(i)
|
by or at the direction of the board, including pursuant to a notice of meeting;
|
(ii)
|
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the
Business Corporations Act
, or a requisition of the shareholders made in accordance with the provisions of the
Business Corporations Act
; or
|
(iii)
|
by any person (a “
Nominating Shareholder
”) who (A) at the close of business on the date of the giving of the notice provided for in this Article 10.9 and on the record date for notice of such meeting, is entered in the central securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company, and (B) complies with the notice procedures set forth below in this Article 10.9.
|
(b)
|
Timely notice.
In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company in accordance with this Article 10.9.
|
(c)
|
Manner of timely notice
. To be timely, a Nominating Shareholder’s notice must be given:
|
(i)
|
in the case of an annual general meeting (including an annual and special meeting) of shareholders, not less than 30 nor more than 65 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 60 days after the date (the “
Notice Date
”) on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10
th
) day following the Notice Date; and
|
(ii)
|
in the case of a special meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10
th
) day following the day on which the first public announcement of the date of the meeting was made.
|
(d)
|
Proper form of notice.
To be in proper written form, a Nominating Shareholder’s notice must set forth:
|
(i)
|
as to each person whom the Nominating Shareholder proposes to nominate for election as a director, (A) the name, age, province or state, and country of residence of the person, (B) the principal occupation, business or employment of the person
,
both present and within the five years preceding the notice, (C) the number of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (D) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the
Business Corporations Act
or any Applicable Securities Laws; and
|
(ii)
|
as to the Nominating Shareholder, (A) the number of securities of each class of voting securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person or any joint actors, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (B) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any shares of the Company and (C) any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the
Business Corporations Act
or any Applicable Securities Laws,
|
(e)
|
Other Information
. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that would reasonably be expected to be material to a reasonable shareholder’s understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee.
|
(f)
|
Notice to be updated.
In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.
|
(g)
|
Power of the chair.
The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
|
(h)
|
Delivery of notice.
Notwithstanding any other provision of these Articles, notice given to the secretary of the Company pursuant to this Article 10.9 may only be given by personal delivery, facsimile transmission or by email (provided that the secretary of the Company has stipulated an email address for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the secretary of the Company at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Vancouver
time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
|
(i)
|
Increase in number of directors to be elected.
Notwithstanding any provisions in these Articles to the contrary, in the event that the number of directors to be elected at a meeting is increased effective after the time period for which the Nominating Shareholder’s notice would otherwise be due under this section, a notice with respect to nominees for the additional directorships required by this section shall be considered timely if it shall be given not later than the close of business on the tenth (10
th
) day following the day on which the first public announcement of such increase was made by the Company.
|
(j)
|
Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 10.9.
|
(k)
|
Definitions.
For purposes of this Article 10.9,
|
(i)
|
“
Affiliate
”, when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;
|
(ii)
|
“
Applicable Securities Laws
” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province and territory of Canada;
|
(iii)
|
“
Associate
”, when used to indicate a relationship with a specified person, shall mean (i) any body corporate or trust of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such body corporate or trust for the time being outstanding, (ii) any partner of that person, (iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (iv) a spouse of such specified person, (v) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (vi) any relative of such specified person or of a person mentioned in clauses (iv) or (v) of this definition if that relative has the same residence as the specified person;
|
(iv)
|
“
beneficially owns
” or “
beneficially owned
” means, in connection with the ownership of shares in the capital of the Company by a person, (i) any such shares as to which such person or any of such person’s Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (ii) any such shares as to which such person or any of such person’s Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (iii) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person beneficially owns pursuant to this clause (iii) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (iv) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities;
|
(v)
|
“
close of business
” means 5:00 p.m. (Vancouver
time) on a business day in British Columbia, Canada;
|
(vi)
|
“
Derivatives Contract
” shall mean a contract between two parties (the “
Receiving Party
” and the “
Counterparty
”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “
Notional Securities
”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; and
|
(vii)
|
“
public announcement
” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System for Electronic Document Analysis and Retrieval at
www.sedar.com
.
|
(a)
|
at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
|
(b)
|
at an annual general meeting, all business is special business except for the following:
|
|
(i)
|
business relating to the conduct of or voting at the meeting;
|
|
(ii)
|
consideration of any financial statements of the Company presented to the meeting;
|
|
(iii)
|
consideration of any reports of the directors or auditor;
|
|
(iv)
|
the setting or changing of the number of directors;
|
|
(v)
|
the election or appointment of directors;
|
|
(vi)
|
the appointment of an auditor;
|
|
(vii)
|
the setting of the remuneration of an auditor;
|
|
(viii)
|
business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
|
|
(ix)
|
any other business which, under these Articles or the
Business Corporations Act
, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.
|
(a)
|
the quorum is one person who is, or who represents by proxy, that shareholder, and
|
(b)
|
that shareholder, present in person or by proxy, may constitute the meeting.
|
(a)
|
in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
|
(b)
|
in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.
|
(a)
|
the chair of the board, if any; or
|
(b)
|
if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.
|
(a)
|
the poll must be taken:
|
|
(i)
|
at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
|
|
(ii)
|
in the manner, at the time and at the place that the chair of the meeting directs;
|
(b)
|
the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
|
(c)
|
the demand for the poll may be withdrawn by the person who demanded it
|
(a)
|
on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
|
(b)
|
on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.
|
(a)
|
any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
|
(b)
|
if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.
|
(a)
|
for that purpose, the instrument appointing a representative must:
|
|
(i)
|
be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
|
|
(ii)
|
be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;
|
(b)
|
if a representative is appointed under this Article 12.5:
|
|
(i)
|
the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
|
|
(ii)
|
the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.
|
(a)
|
the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
|
(b)
|
the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or
|
(c)
|
the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.
|
(a)
|
be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
|
(b)
|
unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.
|
(a)
|
at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
|
(b)
|
by the chair of the meeting, before the vote is taken.
|
|
|
(Signature of shareholder) | |
|
|
(Name of shareholder - printed)
|
(a)
|
received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
|
(b)
|
provided, at the meeting, to the chair of the meeting.
|
(a)
|
if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
|
(b)
|
if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.
|
(a)
|
subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors;
|
(b)
|
if the Company is a public company, the greater of three and the most recently set of:
|
|
(i)
|
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|
|
(ii)
|
the number of directors set under Article 14.4;
|
(c)
|
if the Company is not a public company, the most recently set of:
|
|
(i)
|
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|
|
(ii)
|
the number of directors set under Article 14.4.
|
(a)
|
the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; and
|
(b)
|
if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.
|
(a)
|
the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
|
(b)
|
all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.
|
(a)
|
that individual consents to be a director in the manner provided for in the
Business Corporations Act;
|
(b)
|
that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
|
(c)
|
with respect to first directors, the designation is otherwise valid under the
Business Corporations Act
.
|
(a)
|
the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the
Business Corporations Act
; or
|
(b)
|
the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;
|
(c)
|
the date on which his or her successor is elected or appointed; and
|
(d)
|
the date on which he or she otherwise ceases to hold office under the
Business Corporations Act
or these Articles.
|
(a)
|
one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
|
(b)
|
in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.
|
(a)
|
the term of office of the director expires;
|
(b)
|
the director dies;
|
(c)
|
the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
|
(d)
|
the director is removed from office pursuant to Articles 14.10 or 14.11.
|
(a)
|
the chair of the board, if any;
|
(b)
|
in the absence of the chair of the board, the president, if any, if the president is a director; or
|
(c)
|
any other director chosen by the directors if:
|
|
(i)
|
neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
|
|
(ii)
|
neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
|
|
(iii)
|
the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.
|
(a)
|
the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
|
(b)
|
the director has waived notice of the meeting.
|
(a)
|
the power to fill vacancies in the board of directors;
|
(b)
|
the power to remove a director;
|
(c)
|
the power to change the membership of, or fill vacancies in, any committee of the directors; and
|
(d)
|
such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.
|
(a)
|
appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
|
(b)
|
delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:
|
|
(i)
|
the power to fill vacancies in the board of directors;
|
|
(ii)
|
the power to remove a director;
|
|
(iii)
|
the power to change the membership of, or fill vacancies in, any committee of the directors; and
|
|
(iv)
|
the power to appoint or remove officers appointed by the directors; and
|
(c)
|
make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.
|
(a)
|
conform to any rules that may from time to time be imposed on it by the directors; and
|
(b)
|
report every act or thing done in exercise of those powers at such times as the directors may require.
|
(a)
|
revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
|
(b)
|
terminate the appointment of, or change the membership of, the committee; and
|
(c)
|
fill vacancies in the committee.
|
(a)
|
the committee may meet and adjourn as it thinks proper;
|
(b)
|
the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
|
(c)
|
a majority of the members of the committee constitutes a quorum of the committee; and
|
(d)
|
questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.
|
(a)
|
determine the functions and duties of the officer;
|
(b)
|
entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
|
(c)
|
revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.
|
(a)
|
“
eligible party
”, in relation to a Company, means an individual who
|
(i)
|
is or was a director or officer of the Company,
|
(ii)
|
is or was a director or officer of another corporation (A) at a time when the corporation is or was an affiliate of the Company, or (B) at the request of the Company, or
|
(iii)
|
at the request of the Company, is or was, or holds or held a position equivalent to that of, a director of officer of a partnership, trust, joint venture or other unincorporated entity,
|
(b)
|
“
eligible penalty
” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
|
(c)
|
“
eligible proceeding
” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation:
|
|
(i)
|
is or may be joined as a party; or
|
|
(ii)
|
is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
|
(d)
|
“
expenses
” has the meaning set out in the
Business Corporations Act
.
|
(a)
|
is or was a director, officer, employee or agent of the Company;
|
(b)
|
is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
|
(c)
|
at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
|
(d)
|
at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;
|
(a)
|
set the value for distribution of specific assets;
|
(b)
|
determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
|
(c)
|
vest any such specific assets in trustees for the persons entitled to the dividend.
|
(a)
|
mail addressed to the person at the applicable address for that person as follows:
|
|
(i)
|
for a record mailed to a shareholder, the shareholder’s registered address;
|
|
(ii)
|
for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
|
|
(iii)
|
in any other case, the mailing address of the intended recipient;
|
(b)
|
delivery at the applicable address for that person as follows, addressed to the person:
|
|
(i)
|
for a record delivered to a shareholder, the shareholder’s registered address;
|
|
(ii)
|
for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
|
|
(iii)
|
in any other case, the delivery address of the intended recipient;
|
(c)
|
sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
|
(d)
|
sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
|
(e)
|
physical delivery to the intended recipient;
|
(f)
|
as otherwise permitted by any securities legislation (together with all regulations and rules made and promulgated thereunder and all administrative policy statements, blanket orders, and rulings, notices, and other administrative directions issued by securities commissions or similar authorities appointed thereunder) in any province or territory of Canada or in the federal jurisdiction of the United States or in any state of the United States that is applicable to the Company.
|
(a)
|
mailing the record, addressed to them:
|
|
(i)
|
by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
|
|
(ii)
|
at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
|
(b)
|
if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.
|
(a)
|
any two directors;
|
(b)
|
any officer, together with any director;
|
(c)
|
if the Company only has one director, that director; or
|
(d)
|
any one or more directors or officers or persons as may be determined by the directors.
|
(a)
|
“
designated security
” means:
|
|
(i)
|
a voting security of the Company;
|
|
(ii)
|
a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
|
|
(iii)
|
a security of the Company convertible, directly or indirectly, into a security described in paragraph (i) or (ii);
|
(b)
|
“
security
” has the meaning assigned in the
Securities Act
(British Columbia);
|
(c)
|
“
voting security
” means a security of the Company that:
|
|
(i)
|
is not a debt security, and
|
|
(ii)
|
carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.
|
|
(i)
|
create or issue any shares ranking in priority to the Preferred Shares with respect to the payment of dividends and the return of capital on the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or on any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs; or
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(ii)
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create any other preferred shares ranking
pari passu
with the Preferred Shares with respect to the payment of dividends and the return of capital on the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company, whether voluntary of involuntary, or on any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, if the Company is in arrears in the payment of dividends on any outstanding Preferred Shares or on a class of shares ranking in priority to or
pari passu
with the Preferred Shares in respect to the payment of dividends.
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