British Columbia, Canada
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001-32295
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20-0442384
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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PO Box 136285, 68 TW Alexander Drive
Research Triangle Park, North Carolina
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27709
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(Address of Principal Executive Offices)
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(Zip Code)
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Exhibit No.
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Description of Exhibit
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*3.1
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Articles of Amendment
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*3.2(i)
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Notice of Articles
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*3.2(ii)
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Articles
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*99.1
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Press Release, issued by Adherex Technologies Inc. dated August 25, 2011.
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Adherex Technologies Inc.
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|||
Dated: August 26, 2011
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By:
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/s/ Robert Andrade
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Robert Andrade, Chief Financial Officer
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1.
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INTERPRETATION
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1
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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
|
1
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2.
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SHARES AND SHARE CERTIFICATES
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2
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2.1.
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Authorized Share Structure
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2
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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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3
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2.7.
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Splitting Share Certificates
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3
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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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3.
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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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4
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3.3.
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Brokerage
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4
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3.4.
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Conditions of Issue
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4
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3.5.
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Share Purchase Warrants and Rights
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4
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4.
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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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5
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5.
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SHARE TRANSFERS
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5
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5.1.
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Registering Transfers
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5
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5.2.
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Form of Instrument of Transfer
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5
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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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6
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5.6.
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Transfer Fee
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6
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6.
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TRANSMISSION OF SHARES
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6
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6.1.
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Legal Personal Representative Recognized on Death
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6
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6.2.
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Rights of Legal Personal Representative
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6
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7.
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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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7
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7.3.
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Sale and Voting of Purchased Shares
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7
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8.
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BORROWING POWERS
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7
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12.5.
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Representative of a Corporate Shareholder
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16
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12.6.
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Proxy Provisions Do Not Apply to All Companies
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17
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12.7.
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Appointment of Proxy Holders
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17
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12.8.
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Alternate Proxy Holders
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17
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12.9.
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When Proxy Holder Need Not Be Shareholder
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17
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12.10.
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Deposit of Proxy
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18
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12.11.
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Validity of Proxy Vote
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18
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12.12.
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Form of Proxy
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18
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12.13.
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Revocation of Proxy
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19
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12.14.
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Revocation of Proxy Must Be Signed
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19
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12.15.
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Production of Evidence of Authority to Vote
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19
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13.
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DIRECTORS
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19
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13.1.
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First Directors; Number of Directors
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19
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13.2.
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Change in Number of Directors
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20
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13.3.
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Directors’ Acts Valid Despite Vacancy
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20
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13.4.
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Qualifications of Directors
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20
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13.5.
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Remuneration of Directors
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20
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13.6.
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Reimbursement of Expenses of Directors
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20
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13.7.
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Special Remuneration for Directors
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21
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13.8.
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Gratuity, Pension or Allowance on Retirement of Director
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21
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14.
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ELECTION AND REMOVAL OF DIRECTORS
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21
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|
14.1.
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Election at Annual General Meeting
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21
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14.2.
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Consent to be a Director
|
21
|
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14.3.
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Failure to Elect or Appoint Directors
|
22
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14.4.
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Places of Retiring Directors Not Filled
|
22
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14.5.
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Directors May Fill Casual Vacancies
|
22
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14.6.
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Remaining Directors' Power to Act
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22
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14.7.
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Shareholders May Fill Vacancies
|
22
|
|
14.8.
|
Additional Directors
|
23
|
|
14.9.
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Ceasing to be a Director
|
23
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14.10.
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Removal of Director by Shareholders
|
23
|
|
14.11.
|
Removal of Director by Directors
|
23
|
|
15.
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POWERS AND DUTIES OF DIRECTORS
|
23
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15.1.
|
Powers of Management
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23
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15.2.
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Appointment of Attorney of Company
|
24
|
|
16.
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INTERESTS OF DIRECTORS AND OFFICERS
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24
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|
16.1.
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Obligation to Account for Profits
|
24
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16.2.
|
Restrictions on Voting by Reason of Interest
|
24
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|
16.3.
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Interested Director Counted in Quorum
|
24
|
|
16.4.
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Disclosure of Conflict of Interest or Property
|
24
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16.5.
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Director Holding Other Office in the Company
|
25
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16.6.
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No Disqualification
|
25
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16.7.
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Professional Services by Director or Officer
|
25
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16.8.
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Director or Officer in Other Corporations
|
25
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17.
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PROCEEDINGS OF DIRECTORS
|
25
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|
17.1.
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Meetings of Directors
|
25
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17.2.
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Voting at Meetings
|
25
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17.3.
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Chair of Meetings
|
25
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|
17.4.
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Meetings by Telephone or Other Communications Medium
|
26
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|
17.5.
|
Calling of Meetings
|
26
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17.6.
|
Notice of Meetings
|
26
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17.7.
|
When Notice Not Required
|
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.
|
Waiver of Notice of Meetings
|
27
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17.10.
|
Quorum
|
27
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|
17.11.
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Validity of Acts Where Appointment Defective
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27
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17.12.
|
Consent Resolutions in Writing
|
28
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18.
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EXECUTIVE AND OTHER COMMITTEES
|
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
|
28
|
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18.3.
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Obligations of Committees
|
29
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18.4.
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Powers of Board
|
29
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18.5.
|
Committee Meetings
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29
|
|
19.
|
OFFICERS
|
30
|
|
19.1.
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Directors May Appoint Officers
|
30
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|
19.2.
|
Functions, Duties and Powers of Officers
|
30
|
|
19.3.
|
Qualifications
|
30
|
|
19.4.
|
Remuneration and Terms of Appointment
|
30
|
|
20.
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INDEMNIFICATION
|
30
|
|
20.1.
|
Definitions
|
30
|
|
20.2.
|
Mandatory Indemnification of Eligible Parties
|
31
|
|
20.3.
|
Indemnification of Other Persons
|
31
|
|
20.4.
|
Non-Compliance with Business Corporations Act
|
31
|
|
20.5.
|
Company May Purchase Insurance
|
31
|
|
21.
|
DIVIDENDS
|
32
|
|
21.1.
|
Payment of Dividends Subject to Special Rights
|
32
|
Full name and signature of one of the directors pursuant to s.302(c) of the
Business Corporations Act
|
Date of signing
|
/s/ Robert Andrade
Robert Andrade
|
August 25, 2011
|
1.
|
INTERPRETATION
|
1.1.
|
Definitions
|
(1)
|
“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
|
(2)
|
“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
|
(3)
|
“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
|
(4)
|
“legal personal representative” means the personal or other legal representative of a shareholder;
|
(5)
|
“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;
|
(6)
|
“seal” means the seal of the Company, if any.
|
1.2.
|
Business Corporations Act and Interpretation Act Definitions Applicable
|
2.
|
SHARES AND SHARE CERTIFICATES
|
2.1.
|
Authorized Share Structure
|
2.2.
|
Form of Share Certificate
|
2.3.
|
Shareholder Entitled to Certificate or Acknowledgement
|
2.4.
|
Delivery by Mail
|
2.5.
|
Replacement of Worn Out or Defaced Certificate or Acknowledgement
|
(1)
|
order the share certificate or acknowledgement, as the case may be, to be cancelled; and
|
(2)
|
issue a replacement share certificate or acknowledgement, as the case may be.
|
2.6.
|
Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement
|
(1)
|
proof satisfactory to them that the share certificate or acknowledgement is lost, stolen or destroyed; and
|
(2)
|
any indemnity the directors consider adequate.
|
2.7.
|
Splitting Share Certificates
|
2.8.
|
Certificate Fee
|
2.9.
|
Recognition of Trusts
|
3.
|
ISSUE OF SHARES
|
3.1.
|
Directors Authorized
|
3.2.
|
Commissions and Discounts
|
3.3.
|
Brokerage
|
3.4.
|
Conditions of Issue
|
(1)
|
consideration is provided to the Company for the issue of the share by one or more of the following:
|
|
(a)
|
past services performed for the Company;
|
|
(b)
|
property;
|
|
(c)
|
money; and
|
(2)
|
the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.
|
3.5.
|
Share Purchase Warrants and Rights
|
4.
|
SHARE REGISTERS
|
4.1.
|
Central Securities Register
|
4.2.
|
Closing Register
|
5.
|
SHARE TRANSFERS
|
5.1.
|
Registering Transfers
|
(1)
|
a duly signed instrument of transfer in respect of the share;
|
(2)
|
if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;
|
(3)
|
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; and
|
(4)
|
such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.
|
5.2.
|
Form of Instrument of Transfer
|
5.3.
|
Transferor Remains Shareholder
|
5.4.
|
Signing of Instrument of Transfer
|
(1)
|
in the name of the person named as transferee in that instrument of transfer; or
|
(2)
|
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.
|
5.5.
|
Enquiry as to Title Not Required
|
5.6.
|
Transfer Fee
|
6.
|
TRANSMISSION OF SHARES
|
6.1.
|
Legal Personal Representative Recognized on Death
|
6.2.
|
Rights of Legal Personal Representative
|
7.
|
PURCHASE OF SHARES
|
7.1.
|
Company Authorized to Purchase Shares
|
7.2.
|
Purchase When Insolvent
|
(1)
|
the Company is insolvent; or
|
(2)
|
making the payment or providing the consideration would render the Company insolvent.
|
7.3.
|
Sale and Voting of Purchased Shares
|
(1)
|
is not entitled to vote the share at a meeting of its shareholders;
|
(2)
|
must not pay a dividend in respect of the share; and
|
(3)
|
must not make any other distribution in respect of the share.
|
8.
|
BORROWING POWERS
|
(1)
|
borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
|
(2)
|
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;
|
(3)
|
guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
|
(4)
|
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.
|
9.
|
ALTERATIONS
|
9.1.
|
Alteration of Authorized Share Structure
|
(1)
|
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;
|
(2)
|
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;
|
(3)
|
subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
|
(4)
|
if the Company is authorized to issue shares of a class of shares with par value:
|
|
(a)
|
decrease the par value of those shares; or
|
|
(b)
|
if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
|
(5)
|
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;
|
(6)
|
alter the identifying name of any of its shares; or
|
(7)
|
otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act;
|
9.2.
|
Special Rights and Restrictions
|
(1)
|
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
|
(2)
|
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;
|
9.3.
|
Change of Name
|
9.4.
|
Other Alterations
|
10.
|
MEETINGS OF SHAREHOLDERS
|
10.1.
|
Annual General Meetings
|
10.2.
|
Resolution Instead of Annual General Meeting
|
10.3.
|
Calling of Meetings of Shareholders
|
10.4.
|
Location of Shareholder Meetings
|
10.5.
|
Notice for Meetings of Shareholders
|
(1)
|
if and for so long as the Company is a public company, 21 days;
|
(2)
|
otherwise, 10 days.
|
10.6.
|
Record Date for Notice
|
(1)
|
if and for so long as the Company is a public company, 21 days;
|
(2)
|
otherwise, 10 days.
|
10.7.
|
Record Date for Voting
|
10.8.
|
Failure to Give Notice and Waiver of Notice
|
10.9.
|
Notice of Special Business at Meetings of Shareholders
|
(1)
|
state the general nature of the special business; and
|
(2)
|
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:
|
|
(a)
|
at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
|
|
(b)
|
during statutory business hours on any one or more specified days before the day set for the holding of the meeting.
|
10.10.
|
Notice of Dissent Rights
|
(1)
|
if and for so long as the Company is a public company, 21 days;
|
(2)
|
otherwise, 10 days.
|
11.
|
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
|
11.1.
|
Special Business
|
(1)
|
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;
|
(2)
|
at an annual general meeting, all business is special business except for the following:
|
|
(a)
|
business relating to the conduct of or voting at the meeting;
|
|
(b)
|
consideration of any financial statements of the Company presented to the meeting;
|
|
(c)
|
consideration of any reports of the directors or auditor;
|
|
(d)
|
the setting or changing of the number of directors;
|
|
(e)
|
the election or appointment of directors;
|
|
(f)
|
the appointment of an auditor;
|
|
(g)
|
the setting of the remuneration of an auditor;
|
|
(h)
|
business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
|
|
(i)
|
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.
|
11.2.
|
Special Majority
|
11.3.
|
Quorum
|
11.4.
|
One Shareholder May Constitute Quorum
|
(1)
|
the quorum is one person who is, or who represents by proxy, that shareholder, and
|
(2)
|
that shareholder, present in person or by proxy, may constitute the meeting.
|
11.5.
|
Meetings by Telephone or Other Communications Medium.
|
11.6.
|
Persons Entitled to Attend Meeting
|
11.7.
|
Requirement of Quorum
|
11.8.
|
Lack of Quorum
|
(1)
|
in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
|
(2)
|
in the case of any other meeting of shareholders, unless otherwise determined by the chair of the meeting, the meeting stands adjourned to the same day in the next week at the same time and place.
|
11.9.
|
Lack of Quorum at Succeeding Meeting
|
11.10.
|
Chair
|
(1)
|
the chair of the board, if any; or
|
(2)
|
if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.
|
11.11.
|
Selection of Alternate Chair
|
11.12.
|
Adjournments
|
11.13.
|
Notice of Adjourned Meeting
|
11.14.
|
Decisions by Show of Hands or Poll
|
11.15.
|
Declaration of Result
|
11.16.
|
Motion Need Not be Seconded
|
11.17.
|
Casting Vote
|
11.18.
|
Manner of Taking Poll
|
(1)
|
the poll must be taken:
|
|
(a)
|
at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
|
|
(b)
|
in the manner, at the time and at the place that the chair of the meeting directs;
|
(2)
|
the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
|
(3)
|
the demand for the poll may be withdrawn by the person who demanded it.
|
11.19.
|
Demand for Poll on Adjournment
|
11.20.
|
Chair Must Resolve Dispute
|
11.21.
|
Casting of Votes
|
11.22.
|
No Demand for Poll on Election of Chair
|
11.23.
|
Demand for Poll Not to Prevent Continuance of Meeting
|
11.24.
|
Retention of Ballots and Proxies
|
12.
|
VOTES OF SHAREHOLDERS
|
12.1.
|
Number of Votes by Shareholder or by Shares
|
(1)
|
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
|
(2)
|
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.
|
12.2.
|
Votes of Persons in Representative Capacity
|
12.3.
|
Votes by Joint Holders
|
(1)
|
any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
|
(2)
|
if more than one of the joint shareholders is present at any meeting of shareholders, 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.
|
12.4.
|
Legal Personal Representatives as Joint Shareholders
|
12.5.
|
Representative of a Corporate Shareholder
|
(1)
|
for that purpose, the instrument appointing a representative must be received:
|
|
(a)
|
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 any adjourned meeting; or
|
|
(b)
|
at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;
|
(2)
|
if a representative is appointed under this Article 12.5:
|
|
(a)
|
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
|
|
(b)
|
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.
|
12.6.
|
Proxy Provisions Do Not Apply to All Companies
|
12.7.
|
Appointment of Proxy Holders
|
12.8.
|
Alternate Proxy Holders
|
12.9.
|
When Proxy Holder Need Not Be Shareholder
|
(1)
|
the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
|
(2)
|
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
|
(3)
|
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.
|
12.10.
|
Deposit of Proxy
|
(1)
|
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 any adjourned meeting; or
|
(2)
|
unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.
|
12.11.
|
Validity of Proxy Vote
|
(1)
|
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 or any adjourned meeting at which the proxy is to be used; or
|
(2)
|
at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.
|
12.12.
|
Form of Proxy
|
12.13.
|
Revocation of Proxy
|
(1)
|
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 or any adjourned meeting at which the proxy is to be used; or
|
(2)
|
at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.
|
12.14.
|
Revocation of Proxy Must Be Signed
|
(1)
|
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;
|
(2)
|
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.
|
12.15.
|
Production of Evidence of Authority to Vote
|
13.
|
DIRECTORS
|
13.1.
|
First Directors; Number of Directors
|
(1)
|
subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors;
|
(2)
|
if the Company is a public company, the greater of three and the most recently set of:
|
|
(a)
|
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|
|
(b)
|
the number of directors set under Article 14.4;
|
(3)
|
if the Company is not a public company, the most recently set of:
|
|
(a)
|
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|
|
(b)
|
the number of directors set under Article 14.4.
|
13.2.
|
Change in Number of Directors
|
(1)
|
the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
|
(2)
|
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, subject to Article 14.8, appoint, or the shareholders may elect or appoint, directors to fill those vacancies.
|
13.3.
|
Directors’ Acts Valid Despite Vacancy
|
13.4.
|
Qualifications of Directors
|
13.5.
|
Remuneration of Directors
|
13.6.
|
Reimbursement of Expenses of Directors
|
13.7.
|
Special Remuneration for Directors
|
13.8.
|
Gratuity, Pension or Allowance on Retirement of Director
|
14.
|
ELECTION AND REMOVAL OF DIRECTORS
|
14.1.
|
Election at Annual General Meeting
|
(1)
|
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
|
(2)
|
all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.
|
14.2.
|
Consent to be a Director
|
(1)
|
that individual consents to be a director in the manner provided for in the Business Corporations Act;
|
(2)
|
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
|
(3)
|
with respect to first directors, the designation is otherwise valid under the Business Corporations Act.
|
14.3.
|
Failure to Elect or Appoint Directors
|
(1)
|
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
|
(2)
|
the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;
|
(3)
|
when his or her successor is elected or appointed; and
|
(4)
|
when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
|
14.4.
|
Places of Retiring Directors Not Filled
|
14.5.
|
Directors May Fill Casual Vacancies
|
14.6.
|
Remaining Directors' Power to Act
|
14.7.
|
Shareholders May Fill Vacancies
|
14.8.
|
Additional Directors
|
(1)
|
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
|
(2)
|
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.
|
14.9.
|
Ceasing to be a Director
|
(1)
|
the term of office of the director expires;
|
(2)
|
the director dies;
|
(3)
|
the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
|
(4)
|
the director is removed from office pursuant to Articles 14.10 or 14.11.
|
14.10.
|
Removal of Director by Shareholders
|
14.11.
|
Removal of Director by Directors
|
15.
|
POWERS AND DUTIES OF DIRECTORS
|
15.1.
|
Powers of Management
|
15.2.
|
Appointment of Attorney of Company
|
16.
|
INTERESTS OF DIRECTORS AND OFFICERS
|
16.1.
|
Obligation to Account for Profits
|
16.2.
|
Restrictions on Voting by Reason of Interest
|
16.3.
|
Interested Director Counted in Quorum
|
16.4.
|
Disclosure of Conflict of Interest or Property
|
16.5.
|
Director Holding Other Office in the Company
|
16.6.
|
No Disqualification
|
16.7.
|
Professional Services by Director or Officer
|
16.8.
|
Director or Officer in Other Corporations
|
17.
|
PROCEEDINGS OF DIRECTORS
|
17.1.
|
Meetings of Directors
|
17.2.
|
Voting at Meetings
|
17.3.
|
Chair of Meetings
|
(1)
|
the chair of the board, if any;
|
(2)
|
in the absence of the chair of the board, the president, if any, if the president is a director; or
|
(3)
|
any other director chosen by the directors if:
|
|
(a)
|
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;
|
|
(b)
|
neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
|
|
(c)
|
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.
|
17.4.
|
Meetings by Telephone or Other Communications Medium
|
(1)
|
in person;
|
(2)
|
by telephone; or
|
(3)
|
with the consent of all directors who wish to participate in the meeting, by other communications medium;
|
17.5.
|
Calling of Meetings
|
17.6.
|
Notice of Meetings
|
17.7.
|
When Notice Not Required
|
(1)
|
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
|
(2)
|
the director or alternate director, as the case may be, has waived notice of the meeting.
|
17.8.
|
Meeting Valid Despite Failure to Give Notice
|
17.9.
|
Waiver of Notice of Meetings
|
17.10.
|
Quorum
|
17.11.
|
Validity of Acts Where Appointment Defective
|
17.12.
|
Consent Resolutions in Writing
|
(1)
|
in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or
|
(2)
|
in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.
|
18.
|
EXECUTIVE AND OTHER COMMITTEES
|
18.1.
|
Appointment and Powers of Executive Committee
|
(1)
|
the power to fill vacancies in the board of directors;
|
(2)
|
the power to remove a director;
|
(3)
|
the power to change the membership of, or fill vacancies in, any committee of the directors; and
|
(4)
|
such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.
|
18.2.
|
Appointment and Powers of Other Committees
|
(1)
|
appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
|
(2)
|
delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:
|
|
(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)
|
the power to appoint or remove officers appointed by the directors; and
|
(3)
|
make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.
|
18.3.
|
Obligations of Committees
|
(1)
|
conform to any rules that may from time to time be imposed on it by the directors; and
|
(2)
|
report every act or thing done in exercise of those powers at such times as the directors may require.
|
18.4.
|
Powers of Board
|
(1)
|
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;
|
(2)
|
terminate the appointment of, or change the membership of, the committee; and
|
(3)
|
fill vacancies in the committee.
|
18.5.
|
Committee Meetings
|
(1)
|
the committee may meet and adjourn as it thinks proper;
|
(2)
|
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;
|
(3)
|
a majority of the members of the committee constitutes a quorum of the committee; and
|
(4)
|
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.
|
19.
|
OFFICERS
|
19.1.
|
Directors May Appoint Officers
|
19.2.
|
Functions, Duties and Powers of Officers
|
(1)
|
determine the functions and duties of the officer;
|
(2)
|
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
|
(3)
|
revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.
|
19.3.
|
Qualifications
|
19.4.
|
Remuneration and Terms of Appointment
|
20.
|
INDEMNIFICATION
|
20.1.
|
Definitions
|
(1)
|
“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
|
(2)
|
“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (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 alternate director of the Company:
|
|
(a)
|
is or may be joined as a party; or
|
|
(b)
|
is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
|
(3)
|
“expenses” has the meaning set out in the Business Corporations Act.
|
20.2.
|
Mandatory Indemnification of Eligible Parties
|
20.3.
|
Indemnification of Other Persons
|
20.4.
|
Non-Compliance with Business Corporations Act
|
20.5.
|
Company May Purchase Insurance
|
(1)
|
is or was a director, alternate director, officer, employee or agent of the Company;
|
(2)
|
is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
|
(3)
|
at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
|
(4)
|
at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;
|
21.
|
DIVIDENDS
|
21.1.
|
Payment of Dividends Subject to Special Rights
|
21.2.
|
Declaration of Dividends
|
21.3.
|
No Notice Required
|
21.4.
|
Record Date
|
21.5.
|
Manner of Paying Dividend
|
21.6.
|
Settlement of Difficulties
|
(1)
|
set the value for distribution of specific assets;
|
(2)
|
determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
|
(3)
|
vest any such specific assets in trustees for the persons entitled to the dividend.
|
21.7.
|
When Dividend Payable
|
21.8.
|
Dividends to be Paid in Accordance with Number of Shares
|
21.9.
|
Receipt by Joint Shareholders
|
21.10.
|
Dividend Bears No Interest
|
21.11.
|
Fractional Dividends
|
21.12.
|
Payment of Dividends
|
21.13.
|
Capitalization of Retained Earnings or Surplus
|
22.
|
ACCOUNTING RECORDS
|
22.1.
|
Recording of Financial Affairs
|
22.2.
|
Inspection of Accounting Records
|
23.
|
NOTICES
|
23.1.
|
Method of Giving Notice
|
(1)
|
mail addressed to the person at the applicable address for that person as follows:
|
|
(a)
|
for a record mailed to a shareholder, the shareholder’s registered address;
|
|
(b)
|
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;
|
|
(c)
|
in any other case, the mailing address of the intended recipient;
|
(2)
|
delivery at the applicable address for that person as follows, addressed to the person:
|
|
(a)
|
for a record delivered to a shareholder, the shareholder’s registered address;
|
|
(b)
|
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;
|
|
(c)
|
in any other case, the delivery address of the intended recipient;
|
(3)
|
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;
|
(4)
|
sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;
|
(5)
|
physical delivery to the intended recipient.
|
23.2.
|
Deemed Receipt
|
(1)
|
mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
|
(2)
|
faxed to a person to the fax number provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and
|
(3)
|
e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed.
|
23.3.
|
Certificate of Sending
|
23.4.
|
Notice to Joint Shareholders
|
23.5.
|
Notice to Legal Personal Representatives and Trustees
|
(1)
|
mailing the record, addressed to them:
|
|
(a)
|
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
|
|
(b)
|
at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
|
(2)
|
if an address referred to in paragraph (1)(b) 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.
|
23.6.
|
Undelivered Notices
|
24.
|
SEAL
|
24.1.
|
Who May Attest Seal
|
(1)
|
any two directors;
|
(2)
|
any officer, together with any director;
|
(3)
|
if the Company only has one director, that director; or
|
(4)
|
any one or more directors or officers or persons as may be determined by the directors.
|
24.2.
|
Sealing Copies
|
24.3.
|
Mechanical Reproduction of Seal
|
25.
|
PROHIBITIONS
|
25.1.
|
Application
|
25.2.
|
Consent Required for Transfer of Shares or Designated Securities
|