Table
1
[am. B.C. Regs.
315/2004, ss. 5 to 9; 186/2007.]
Articles
.......................................................
Mantra Venture
Group Ltd. (the "Company")
Part 1 —
Interpretation
1.1
Without limiting
Article 1.2, in these articles, unless the context requires
otherwise:
"adjourned meeting"
means
the meeting to which a meeting is adjourned under Article 8.6 or
8.10;
"appropriate person"
has
the same meaning as in the
Securities Transfer
Act
;
"board"
and
"directors"
mean the directors
or sole director of the Company for the time being;
"
Business
Corporations Act
"
means the
Business Corporations Act
,
S.B.C. 2002, c.57, and includes its regulations;
"
Interpretation
Act
"
means
the
Interpretation Act
,
R.S.B.C. 1996, c. 238;
"protected purchaser"
has
the same meaning as in the
Securities Transfer
Act
;
"trustee"
, in relation to a
shareholder, means the personal or other legal representative of the
shareholder, and includes a trustee in bankruptcy of the
shareholder.
1.2
The definitions in
the
Business Corporations
Act
apply to these articles.
1.3
The
Interpretation Act
applies to
the interpretation of these articles as if these articles were an
enactment.
1.4
If there is a
conflict between a definition in the
Business Corporations Act
and
a definition or rule in the
Interpretation Act
relating
to a term used in these articles, the definition in the
Business Corporations Act
will prevail in relation to the use of the term in these articles.
1.5
If there is a conflict between these
articles and the
Business
Corporations Act
, the
Business
Corporations Act
will
prevail.
Part 2 — Shares and Share
Certificates
2.1
Each share
certificate issued by the Company must comply with, and be signed as required
by, the
Business Corporations
Act
.
2.2
Each shareholder is
entitled, without charge, to one certificate representing the share or shares of
each class or series of shares held by the shareholder.
2.3
Any share
certificate to which a shareholder is entitled may be sent to the shareholder by
mail and neither the Company nor any agent is liable for any loss to the
shareholder because the certificate sent is lost in the mail or
stolen.
2.4
If the directors are
satisfied that a share certificate is worn out or defaced, they must, on
production to them of the certificate and on such other terms, if any, as they
think fit,
(a) order the
certificate to be cancelled, and
(b) issue a
replacement share certificate.
2.5
If a person entitled
to a share certificate claims that the share certificate has been lost,
destroyed or wrongfully taken, the Company must issue a new share certificate,
if the person
(a) so
requests before the Company has notice that the lost, destroyed or wrongfully
taken share certificate has been acquired by a protected purchaser,
(b) provides
the Company with an indemnity bond sufficient, in the judgment of the directors,
to protect the Company from any loss that the Company may suffer by issuing a
new certificate, and
(c) satisfies
any other reasonable requirements imposed by the Company.
2.51
A person entitled
to a share certificate may not assert against the Company a claim for a new
share certificate under Article 2.5 if
(a) the share
certificate has been lost, apparently destroyed or wrongfully taken and the
person fails to notify the Company of that fact within a reasonable time after
the person has notice of it, and
(b) the
Company registers a transfer of the shares represented by the certificate before
receiving a notice of the loss, apparent destruction or wrongful taking of the
share certificate.
2.6
If a shareholder
surrenders a share certificate to the Company with a written request that the
Company issue in the shareholder's name 2 or more certificates, each
representing a specified number of shares and in the aggregate representing the
same number of shares as the certificate so surrendered, the Company must cancel
the surrendered certificate and issue replacement share certificates in
accordance with that request.
Part 3 — Issue of
Shares
3.1
The directors may,
subject to the rights of the holders of the issued shares of the Company, issue,
allot, sell, grant options on or otherwise dispose of the unissued shares, and
issued shares held by the Company, at the times, to the persons, including
directors, in the manner, on the terms and conditions and for the issue prices
that the directors, in their absolute discretion, may determine.
3.2
Except as required
by law or these articles, the Company need not recognize or provide for any
person's interests in or rights to a share unless that person is the shareholder
of the share.
Part 4 — Share
Transfers
4.1
If the Company has
issued, or may be required to issue, a share certificate in respect of a share
of the Company, a transfer of that share must not be registered unless the
Company, or the transfer agent or registrar for the applicable class or series
of shares, has received
(a) the share
certificate, if any,
(b) a written
instrument of transfer, which instrument of transfer may be on a separate
document or on the share certificate, endorsed by
(i) the
shareholder,
(ii) any other
appropriate person, or
(iii) an agent
who has actual authority to act on behalf of the shareholder or appropriate
person, and
(c) any other
evidence reasonably required by the Company, or by the transfer agent or
registrar for the applicable class or series of shares, to prove
(i) the title
of the transferor,
(ii) the
transferor's right to transfer the share,
(iii) that the
endorsement is genuine and authorized, or
(iv) that the
transfer is rightful or is to a protected purchaser.
4.2
and
4.3
Repealed. [B.C. Reg.
186/2007, s. (c).]
4.4
There must be paid
to the Company, in relation to the registration of any transfer, the amount
determined by the directors.
Part 5 — Purchase of
Shares
5.1
Subject to the
special rights and restrictions attached to any class or series of shares, the
Company may, if it is authorized to do so by the directors, purchase or
otherwise acquire any of its shares.
Part 6 — Borrowing
Powers
6.1
The directors may
from time to time on behalf of the Company
(a) borrow
money in the manner and amount, on the security, from the sources and on the
terms and conditions that they consider appropriate,
(b) issue
bonds, debentures and other debt obligations either outright or as security for
any liability or obligation of the Company or any other person,
(c) guarantee
the repayment of money by any other person or the performance of any obligation
of any other person, and
(d) mortgage
or charge, whether by way of specific or floating charge, or give other security
on the whole or any part of the present and future undertaking of the
Company.
Part 7 — General
Meetings
7.1
Unless an annual
general meeting is deferred or waived in accordance with
section 182 (2) (a) or (c) of the
Business Corporations Act
,
the Company must hold its first annual general meeting within 18 months after
the date on which it was continued under the
Business Corporations Act
or
otherwise recognized, and after that must hold an annual general meeting at
least once in each calendar year and not more than 15 months after the last
annual general meeting.
7.2
If all of the
shareholders who are entitled to vote at an annual general meeting consent by a
unanimous resolution under section 182 (2) (b) of the
Business Corporations Act
to
all of the business that is required to be transacted at that annual general
meeting, the annual general meeting is deemed to have been held on the date
selected, under section 182 (3) of the
Business Corporations Act
, in
the unanimous resolution.
7.3
The directors may,
whenever they think fit, call a meeting of shareholders.
7.4
If a meeting of
shareholders is to consider special business within the meaning of Article 8.1,
the notice of meeting must
(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 by 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.
[am. B.C. Reg.
315/2004, s. 6.]
Part 8 — Proceedings at Meetings of
Shareholders
8.1
At a meeting of
shareholders, the following business is special business:
(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.
8.2
Subject to the
special rights and restrictions attached to the shares of any class or series of
shares, the quorum for the transaction of business at a meeting of shareholders
is 2 persons who are, or who represent by proxy, shareholders who, in the
aggregate, hold at least 1/20 of the issued shares entitled to be voted at the
meeting.
8.3
If there is only one
shareholder entitled to vote at a meeting of 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.
8.4
The directors, the
president, if any, the secretary, if any, and any lawyer or auditor for the
Company are entitled to attend any meeting of shareholders, but if any of those
persons does attend a meeting of shareholders, that person is not to be counted
in the quorum, and is not entitled to vote at the meeting, unless that person is
a shareholder or proxy holder entitled to vote at the meeting.
Requirement
of quorum
8.5
No business, other
than the election of a chair of the meeting and the adjournment of the meeting,
may be transacted at any meeting of shareholders unless a quorum of shareholders
entitled to vote is present at the commencement of the meeting.
8.6
If, within 1/2 hour
from the time set for the holding of a meeting of shareholders, a quorum is not
present,
(a) in the
case of a general meeting convened by requisition of 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.
8.7
If, at the meeting
to which the first meeting referred to in Article 8.6 was adjourned, a quorum is
not present within 1/2 hour from the time set for the holding of the meeting,
the persons present and being, or representing by proxy, shareholders entitled
to attend and vote at the meeting constitute a quorum.
8.8
The following
individual is entitled to preside as chair at a meeting of
shareholders:
(a) the chair
of the board, if any;
(b) if the
chair of the board is absent or unwilling to act as chair of the meeting, the
president, if any.
8.9
If, at any meeting
of shareholders, there is no chair of the board or president present within 15
minutes after the time set for holding the meeting, or if the chair of the board
and the president are unwilling to act as chair of the meeting, or if the chair
of the board and the president have advised the secretary, if any, or any
director present at the meeting, that they will not be present at the meeting,
the directors present must choose one of their number to be chair of the meeting
or if all of the directors present decline to take the chair or fail to so
choose or if no director is present, the shareholders present in person or by
proxy must choose any person present at the meeting to chair the
meeting.
8.10
The chair of a
meeting of shareholders may, and if so directed by the meeting must, adjourn the
meeting from time to time and from place to place, but no business may be
transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
8.11
It is not necessary
to give any notice of an adjourned meeting or of the business to be transacted
at an adjourned meeting of shareholders except that, when a meeting is adjourned
for 30 days or more, notice of the adjourned meeting must be given as in the
case of the original meeting.
8.12
No motion proposed
at a meeting of shareholders need be seconded unless the chair of the meeting
rules otherwise, and the chair of any meeting of shareholders is entitled to
propose or second a motion.
8.13
Subject to Article
8.14, if a poll is duly demanded at a meeting of shareholders,
(a) the poll
must be taken
(i) at the
meeting, or within 7 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 a resolution of and passed at the meeting at which
the poll is demanded, and
(c) the demand
for the poll may be withdrawn.
8.14
A poll demanded at
a meeting of shareholders on a question of adjournment must be taken immediately
at the meeting.
8.15
The demand for a
poll at a meeting of shareholders does not, unless the chair of the meeting so
rules, prevent the continuation of a meeting for the transaction of any business
other than the question on which a poll has been demanded.
8.16
No poll may be
demanded in respect of the vote by which a chair of a meeting of shareholders is
elected.
8.17
On a poll, a
shareholder entitled to more than one vote need not cast all the votes in the
same way.
8.18
In the case of any
dispute as to the admission or rejection of a vote given on a poll, the chair of
the meeting must determine the same, and his or her determination made in good
faith is final and conclusive.
8.19
In case of an
equality of votes, the chair of a meeting of shareholders does not, either on a
show of hands or on a poll, have a casting or second vote in addition to the
vote or votes to which the chair may be entitled as a shareholder.
8.20
The chair of a
meeting of shareholders must declare to the meeting the decision on every
question in accordance with the result of the show of hands or the poll, as the
case may be, and that decision must be entered in the minutes of the
meeting.
Part 9 — Votes of
Shareholders
9.1
Subject to any
special rights or restrictions attached to any shares and to the restrictions
imposed on joint registered holders of shares under Article 9.3,
(a) on a vote
by show of hands, every person present who is a shareholder or proxy holder and
entitled to vote at the meeting has one vote, and
(b) on a poll,
every shareholder entitled to vote has one vote in respect of each share held by
that shareholder that carries the right to vote on that poll and may exercise
that vote either in person or by proxy.
9.2
A person who is not
a shareholder may vote on a resolution at a meeting of shareholders, whether on
a show of hands or on a poll, and may appoint a proxy holder to act at the
meeting in relation to that resolution, if, before doing so, the person
satisfies the chair of the meeting at which the resolution is to be considered,
or the directors, that the person is a trustee for a shareholder who is entitled
to vote on the resolution.
9.3
If there are joint
shareholders registered in respect of any share,
(a) any one of
the joint shareholders may vote at any meeting, either personally or by proxy,
in respect of the share as if 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, the joint shareholder present whose name stands first on the central
securities register in respect of the share is alone entitled to vote in respect
of that share.
9.4
Two or more trustees
of a shareholder in whose sole name any share is registered are, for the
purposes of Article 9.3, deemed to be joint shareholders.
9.5
If a corporation
that is not a subsidiary of the Company is a shareholder, that corporation may
appoint a person to act as its representative at any meeting of shareholders of
the Company, and,
(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 2 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, and
(b) if a
representative is appointed under this Article,
(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.
9.6
Articles 9.7 to 9.13
do not apply to the Company if and for so long as it is a public company or a
pre-existing reporting company.
9.7
Every shareholder of
the Company, including a corporation that is a shareholder but not a subsidiary
of the Company, entitled to vote at a meeting of shareholders of the Company
may, by proxy, appoint a proxy holder to attend and act at the meeting in the
manner, to the extent and with the powers conferred by the proxy.
9.8
A shareholder may
appoint one or more alternate proxy holders to act in the place of an absent
proxy holder.
9.9
A person must not be
appointed as a proxy holder unless the person is a shareholder, although a
person who is not a shareholder may be appointed as a proxy holder
if
(a) the person
appointing the proxy holder is a corporation or a representative of a
corporation appointed under Article 9.5,
(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.
9.10
A proxy, whether
for a specified meeting or otherwise, must be either in the following form or in
any other form approved by the directors or the chair of the
meeting:
|
(Name of
Company)
|
|
The
undersigned, being a shareholder of the above named Company, hereby
appoints ......................................, or, failing that person,
..........................................., as proxy holder for the
undersigned to attend, act and vote for and on behalf of the undersigned
at the meeting of shareholders to be held on the ........... day
of........................, ........... and at any adjournment of that
meeting.
|
|
Signed this
........... day of ..............., ...........
|
|
.........................................................................
Signature of
shareholder
|
9.11
A proxy for a
meeting of shareholders must
(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, 2 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.
9.12
Subject to Article
9.13, every proxy may be revoked by an instrument in writing that
is
(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.
9.13
An instrument
referred to in Article 9.12 must be signed as follows:
(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 trustee;
(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 9.5.
9.14
A vote given in
accordance with the terms of a proxy is valid despite the death or incapacity of
the shareholder giving the proxy and despite the revocation of the proxy or the
revocation of the authority under which the proxy is given, unless notice in
writing of that death, incapacity or revocation is received
(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.
9.15
The chair of any
meeting of shareholders may, but need not, inquire into the authority of any
person to vote at the meeting and may, but need not, demand from that person
production of evidence as to the existence of the authority to
vote.
Part 10 — Election and Removal of
Directors
10.1
The Company must
have a board of directors consisting of
(a) subject to
paragraph (b), the number of directors that is equal to the number of the
Company's first directors, or
(b) the number
of directors set by ordinary resolution of the shareholders.
10.2
If the number of
directors is changed by the shareholders under Article 10.1 (b),
(a) the change
is effective whether or not previous notice of the resolution was given,
and
(b) the
shareholders may elect, or appoint by ordinary resolution, the directors needed
to fill any vacancies in the board of directors that result from that
change.
10.3
At every annual
general meeting,
(a) the
shareholders entitled to vote at the annual general meeting for the election or
appointment of directors must elect or appoint a board of directors consisting
of the number of directors for the time being required 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
reappointment.
[am. B.C. Reg.
315/2004, s. 7.]
10.4
If the Company
fails to hold an annual general meeting in accordance with the
Business Corporations Act
or
fails, at an annual general meeting, to elect or appoint any directors, the
directors then in office continue to hold office until the earlier
of
(a) the date
on which the failure is remedied, and
(b) the date
on which they otherwise cease to hold office under the
Business Corporations Act
or
these articles.
10.5
Despite Articles
10.1 and 10.2, the directors may appoint one or more additional directors, but
the number of additional directors appointed under this Article must not at any
time exceed
(a) 1/3 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, 1/3 of the number of the current directors who were elected or
appointed as directors other than under this Article.
10.6
An act or
proceeding of the directors is not invalid merely because fewer than the number
of directors required by Article 10.1 are in office.
Part 11 —
Proceedings of Directors
11.1
The directors may
meet together for the conduct of business, adjourn and otherwise regulate their
meetings as they think fit, and meetings of the board held at regular intervals
may be held at the place, at the time and on the notice, if any, that the board
may by resolution from time to time determine.
11.2
Meetings of
directors are to be chaired by
(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.
11.3
Questions arising
at any meeting of directors are to be decided by a majority of votes and, in the
case of an equality of votes, the chair of the meeting does not have a second or
casting vote.
11.4
A director may, and
the secretary, if any, on request of a director must, call a meeting of the
board at any time.
11.5
Subject to Articles
11.6 and 11.7, if a meeting of the board is called under Article 11.4,
reasonable notice of that meeting, specifying the place, date and time of that
meeting, must be given to each of the directors
(a) by mail
addressed to the director's address as it appears on the books of the Company or
to any other address provided to the Company by the director for this
purpose,
(b) by leaving
it at the director's prescribed address or at any other address provided to the
Company by the director for this purpose, or
(c) orally, by
delivery of written notice or by telephone, voice mail, e-mail, fax or any other
method of legibly transmitting messages.
11.6
It is not necessary
to give notice of a meeting of the directors to a director if
(a) the
meeting is to be held immediately following a 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 filed a waiver under Article 11.8.
11.7
The accidental
omission to give notice of any meeting of directors to any director, or the
non-receipt of any notice by any director, does not invalidate any proceedings
at that meeting.
1.8
Any director may
file with the Company a document signed by the director waiving notice of any
past, present or future meeting of the directors and may at any time withdraw
that waiver with respect to meetings of the directors held after that
withdrawal.
11.9
After a director
files a waiver under Article 11.8 with respect to future meetings of the
directors, and until that waiver is withdrawn, notice of any meeting of the
directors need not be given to that director unless the director otherwise
requires in writing to the Company.
11.10
The quorum
necessary for the transaction of the business of the directors may be set by the
directors and, if not so set, is a majority of the directors.
11.11
If, in accordance
with Article 10.1, the number of directors is one, the quorum necessary for the
transaction of the business of the directors is one director, and that director
may constitute a meeting.
[am. B.C. Reg.
315/2004, s. 8.]
Part 12 — Committees of
Directors
12.1
The directors may,
by resolution,
(a) appoint
one or more committees 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,
(ii) the power
to change the membership of, or fill vacancies in, any committee of the board,
and
(iii) the power
to appoint or remove officers appointed by the board, and
(c) make any
delegation referred to in paragraph (b) subject to the conditions set out in the
resolution.
12.2
Any committee
formed under Article 12.1, in the exercise of the powers delegated to it,
must
(a) conform to
any rules that may from time to time be imposed on it by the directors,
and
(b) report
every act or thing done in exercise of those powers to the earliest meeting of
the directors to be held after the act or thing has been done.
12.3
The board may, at
any time,
(a) revoke the
authority given to a committee, or override a decision made by a committee,
except as to acts done before such revocation or overriding,
(b) terminate
the appointment of, or change the membership of, a committee, and
(c) fill
vacancies in a committee.
12.4
Subject to Article
12.2 (a),
(a) the
members of a directors' committee may meet and adjourn as they think
proper,
(b) a
directors' committee may elect a chair of its meetings but, if no chair of the
meeting is elected, or if at any 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 a directors' committee constitutes a quorum of the committee,
and
(d) questions
arising at any meeting of a directors' committee are determined by a majority of
votes of the members present, and in case of an equality of votes, the chair of
the meeting has no second or casting vote.
Part 13 —
Officers
13.1
The board may, from
time to time, appoint a president, secretary or any other officers that it
considers necessary, and none of the individuals appointed as officers need be a
member of the board.
13.2
The board may, for
each officer,
(a) determine
the functions and duties the officer is to perform,
(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) from time
to time revoke, withdraw, alter or vary all or any of the functions, duties and
powers of the officer.
13.3
All appointments of
officers are to be made on the terms and conditions and at the remuneration
(whether by way of salary, fee, commission, participation in profits or
otherwise) that the board thinks fit and are subject to termination at the
pleasure of the board.
Part 14 — Disclosure of Interest of
Directors
14.1
A director may hold
any office or place of profit with the Company (other than the office of auditor
of the Company) in addition to his or her office of director for the period and
on the terms (as to remuneration or otherwise) that the directors may
determine.
14.2
No director or
intended director is disqualified by his or her office from contracting with the
Company either with regard to the holding of any office or place of profit the
director holds with the Company or as vendor, purchaser or
otherwise.
14.3
Subject to
compliance with the provisions of the
Business Corporations Act
, a
director or officer of the Company, or any corporation or firm in which that
individual has an interest, may act in a professional capacity for the Company,
except as auditor of the Company, and the
director or officer
or such corporation or firm is entitled to remuneration for professional
services as if that individual were not a director or officer.
14.4
A director or
officer may be or become a director, officer or employee of, or may otherwise be
or become interested in, any corporation, firm or entity in which the Company
may be interested as a shareholder or otherwise, and, subject to compliance with
the provisions of the
Business
Corporations Act
, the director or officer is not accountable to the
Company for any remuneration or other benefits received by him or her as
director, officer or employee of, or from his or her interest in, such other
corporation, firm or entity.
Part 15 —
Indemnification
15.1
The directors must
cause the Company to indemnify its directors and former directors, and their
respective heirs and personal or other legal representatives to the greatest
extent permitted by Division 5 of Part 5 of the
Business Corporations
Act
.
15.2
Each director is
deemed to have contracted with the Company on the terms of the indemnity
referred to in Article 15.1.
Part 16 —
Dividends
16.1
Subject to the
rights, if any, of shareholders holding shares with special rights as to
dividends, the directors may from time to time declare and authorize payment of
any dividends the directors consider appropriate.
16.2
The directors need
not give notice to any shareholder of any declaration under Article
16.1.
16.3
Any dividend
declared by the directors may be made payable on such date as is fixed by the
directors.
16.4
Subject to the
rights of shareholders, if any, holding shares with special rights as to
dividends, all dividends on shares of any class or series of shares must be
declared and paid according to the number of such shares held.
16.5
A resolution
declaring a dividend may direct payment of the dividend wholly or partly by the
distribution of specific assets or of paid up shares or fractional shares,
bonds, debentures or other debt obligations of the Company, or in any one or
more of those ways, and, if any difficulty arises in regard to the distribution,
the directors may settle the difficulty as they consider expedient, and, in
particular, may set the value for distribution of specific assets.
16.6
No dividend bears
interest against the Company.
16.7
If a dividend to
which a shareholder is entitled includes a fraction of the smallest monetary
unit of the currency of the dividend, that fraction may be disregarded in making
payment of the dividend and that payment represents full payment of the
dividend.
16.8
Any dividend or
other distribution payable in cash in respect of shares may be paid by cheque,
made payable to the order of the person to whom it is sent, and
mailed
(a) subject to
paragraphs (b) and (c), to the address of the shareholder,
(b) subject to
paragraph (c), in the case of joint shareholders, to the address of the joint
shareholder whose name stands first on the central securities register in
respect of the shares, or
(c) to the
person and to the address as the shareholder or joint shareholders may direct in
writing.
16.9
If several persons
are joint shareholders of any share, any one of them may give an effective
receipt for any dividend, bonus or other money payable in respect of the
share.
Part 17 — Accounting
Records
17.1
The board must
cause adequate accounting records to be kept to record properly the financial
affairs and condition of the Company and to comply with the provisions of the
Business Corporations
Act
.
Part 18 — Execution of Instruments
under Seal
18.1
The
Company's seal, if any, must not be impressed on any record except when that
impression is attested by the signature or signatures
of
(a) any 2
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 resolution of the
directors.
18.2
For the purpose of
certifying under seal a true copy of any resolution or other document, the seal
must be impressed on that copy and, despite Article 18.1, may be attested
by the signature of any director or officer.
Part 19 — Notices
19.1
A notice,
statement, report or other record may be provided by the Company to the joint
registered shareholders of a share by providing the notice to the joint
registered shareholder whose name stands first on the central securities
register in respect of the share.
[am. B.C. Reg.
315/2004, s. 9.]
19.2
If a person becomes
entitled to a share as a result of the death, bankruptcy or incapacity of a
shareholder, the Company may provide a notice, statement, report or other record
to that person by
(a) mailing
the record, addressed to that person
(i) by name, by
the title of representative of the deceased or incapacitated shareholder, by the
title of trustee of the bankrupt shareholder or by any similar description,
and
(ii) at the
address, if any, supplied to the Company for that purpose by the person 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.
Part 20 — Restriction on Share
Transfer
20.1
Article 20.2 does not apply to the
Company if and for so long as it is a public company or a pre-existing reporting
company.
20.2
No shares may be
sold, transferred or otherwise disposed of without the consent of the directors
and the directors are not required to give any reason for refusing to consent to
any such sale, transfer or other disposition.
[am. B.C. Reg.
315/2004, ss. 10 to 14.]
Statutory Reporting Company
Provisions
Part S1 —
Interpretation
S1.1
Without limiting
any other provision of the Company's articles, in these Statutory Reporting
Company Provisions:
"
Business
Corporations Act
"
means the
Business Corporations Act
,
S.B.C. 2002, c. 57;
"
Company
Act
,
1996"
means the
Company Act
, R.S.B.C. 1996,
c. 62;
"deliver"
, with reference to a
notice or other document, includes mail to or leave with a person, or deposit in
a person's mail box or receptacle at the person's residence or place of
business;
"form of proxy"
means a
record that, on completion and signing by or on behalf of a shareholder, becomes
a proxy;
"information
circular"
means an information circular in Form 22 of the
Company Act
, 1996 as it read
immediately before its repeal;
"
Interpretation
Act
"
means
Interpretation Act
,
R.S.B.C. 1996, c. 238;
"registrant"
means a
person registered or required to be registered in any jurisdiction to trade in
securities, but does not include a trustee with respect to shares held under a
trust instrument that regulates the manner in which those shares are to be
voted;
"solicit"
and
"solicitation"
include
(a) each
request for a proxy, whether or not accompanied by or included in a form of
proxy,
(b) each
request to sign or not sign a form of proxy, or to revoke a proxy,
(c) the
sending of a form of proxy or other communication to a shareholder under
circumstances reasonably calculated to result in the procurement, withholding or
revocation of a proxy, and
(d) the
sending or delivery of a form of proxy to a shareholder under Article
S3.2,
but do not
include
(e) the
sending of a form of proxy to a shareholder in response to an unsolicited
request made by that shareholder or on that shareholder's behalf,
or
(f) the
performance by any person of professional services on behalf of a person
soliciting a proxy.
S1.2
Without limiting
any other provision of the Company's articles,
(a) the
definitions in the
Business
Corporations Act
apply to Parts S1 to S8,
(b) the
Interpretation Act
applies to
the interpretation of Parts S1 to S8 as if those Parts were an enactment,
and
(c) if there
is a conflict between a definition in the
Business Corporations Act
and
a definition or rule in the
Interpretation Act
relating
to a term used in Parts S1 to S8, the definition in the
Business Corporations Act
will prevail in relation to the use of the term in those Parts.
Part S2 —
Registrants
S2.1
If a share of the
Company is registered in the name of a registrant or the registrant's nominee
but is not beneficially owned by the registrant, the share must not be voted at
a meeting of shareholders unless the registrant promptly sends to the beneficial
owner of the share, at no expense to that beneficial owner,
(a) a copy of
the notice of the meeting, financial statements, all information circulars and
any other records, other than the forms of proxy, sent to shareholders for use
in connection with the meeting, and
(b) a written
request for voting instructions from the beneficial owner stating that if voting
instructions are not received at least 24 hours, not including Saturdays and
holidays, before the expiry of the time within which proxies may be delivered to
the Company or its agent as specified by the notice calling the meeting, the
registrant may, in the registrant's discretion, vote the shares or appoint a
proxy holder to vote the shares at the meeting.
S2.2
A registrant must not vote
or appoint a proxy holder to vote shares registered in the registrant's name or
in the name of the registrant's nominee if the registrant does not know the
beneficial owner of the shares.
S2.3
The person by whom,
or on whose behalf, a solicitation is made must, at the request of a registrant,
promptly provide to the registrant, at the expense of that person, the necessary
number of copies of the records referred to in Article S2.1 (a).
S2.4
A registrant must
vote, or appoint a proxy holder to vote, any shares referred to in Article S2.1
in accordance with written instructions received from the beneficial
owner.
S2.5
Nothing in this
Part gives a registrant the right to vote shares that the registrant is
otherwise prohibited from voting.
Part S3 — Proxies
S3.1
A shareholder
entitled to vote at a meeting of shareholders, including a shareholder that is a
corporation, may, by proxy, appoint a proxy holder, who need not be a
shareholder, as the shareholder's nominee to attend and act at the meeting in
the manner, to the extent and with the power conferred by the
proxy.
S3.2
Subject to any
exemption granted under section 155 of the
Company Act
, 1996, the
management of the Company must, concurrently with or before sending notice of a
meeting of shareholders, send to each of the shareholders entitled to vote at
the meeting a form of proxy that complies with Article S4.4 for use at that
meeting.
S3.3
A proxy holder has
the same rights as the shareholder who appointed the proxy holder to speak at
the meeting but, unless any other article provides otherwise, the proxy holder
is not entitled, except on a poll, to vote the shares represented by the
proxy.
S3.4
A proxy
must
(a) be signed
by
(i) the
appointing shareholder,
(ii) an
attorney authorized in writing by the appointing shareholder, or
(iii) if the
appointing shareholder is a corporation, an authorized director, officer or
attorney of the corporation,
(b) include
the date on which the proxy is signed, and
(c) include
the name of the proxy holder.
S3.5
A proxy ceases to
be valid one year after its date.
S3.6
The form of proxy
must,
(a) if
solicited by or on behalf of the management of the Company, contain space for a
shareholder to appoint alternate proxy holders, and
(b) comply
with the requirements of Article S4.4, if applicable, and the other provisions
of the Company's articles.
S3.7
A shareholder may
appoint an alternate proxy holder to act in the place and stead of an absent
proxy holder.
S3.8
A proxy may be
revoked in any manner provided by law including by a written instrument that
is
(a) signed
by
(i) the
appointing shareholder,
(ii) an
attorney authorized in writing by the appointing shareholder, or
(iii) if the
appointing shareholder is a corporation, an authorized director, officer or
attorney of the corporation, and
(b) delivered
to
(i) the
delivery address of the registered office of the Company on or before the last
business day preceding the date of the meeting, or any adjournment of it, at
which the proxy is to be used, or
(ii) the chair
of the meeting on the date of the meeting or any adjournment of it before the
taking of any vote in respect of which the proxy is to be used.
S3.9
Subject to Article
S3.10, the directors may set a time before which proxies to be used at a
meeting, or any adjournment of it, must be received by the Company or its
agent.
S3.10
A time set under
Article S3.9
(a) must not
be more than 48 hours, not including Saturdays and holidays, before the meeting
or adjourned meeting at which the proxy is to be used, and
(b) must be
specified in the notice calling the meeting or in the information circular
relating to the meeting.
Part S4 — Information Circulars and
Proxies
S4.1
Subject to any
exemption granted under section 155 of the
Company Act
, 1996, a person
must not solicit proxies to vote shares of the Company unless,
(a) in the
case of a solicitation by or on behalf of the management of the Company, an
information circular, either as an appendix to or as a separate record
accompanying the notice of the meeting, is sent to each of the shareholders of
the Company whose proxy is solicited, or
(b) in the
case of any other solicitation, the person making the solicitation, concurrently
with or before it, sends an information circular to each of the shareholders of
the Company whose proxy is solicited.
S4.2
Article S4.1 does
not apply to
(a) a
solicitation that is not by or on behalf of the management of the Company, if
the total number of shareholders whose proxies are solicited is not more than
15,
(b) a
solicitation made under Article S2.1, or
(c) a
solicitation made by a person in respect of shares of which the person is the
beneficial owner.
S4.3
If shareholders
who, in the aggregate, hold shares carrying, in the aggregate, at least 1/10 of
the voting rights that may be exercised in an election or appointment of
directors at a meeting
of shareholders
deliver to the delivery address of the registered office of the Company, at
least 35 days before the date of the meeting, a nomination for a director and
the information as to the nominee required to be provided in an information
circular under Article S4.4, the Company must, at its expense, reproduce and
distribute the information received as a separate part of any information
circular of management sent under Article S4.1 (a).
S4.4
If Article S3.2,
S4.1 or S4.3 applies,
(a) the form
of proxy sent to a shareholder by the person soliciting proxies
must
(i) indicate in
boldface type, or other conspicuous manner, whether or not the proxy is
solicited by or on behalf of the management of the Company,
(ii) provide a
specifically designated blank space for dating the form of proxy,
and
(iii) subject
to paragraph (e) of this article, provide a method for the shareholder whose
proxy is solicited to specify that the shares registered in the shareholder's
name must be voted by the proxy holder in favour of, or against, in accordance
with the choice of the shareholder, every matter or group of related matters
identified in it or in the information circular as intended to be acted on,
other than the election or appointment of directors and the appointment of
auditors,
(b) a proxy
may confer discretionary authority with respect to matters as to which a choice,
contemplated by paragraph (a) (iii), is not specified, if the form of proxy or
the information circular states in boldface type or other conspicuous manner how
it is intended to vote the shares represented by the proxy in each
case,
(c) a proxy
may confer discretionary authority with respect to
(i) amendments
or variations to matters identified in the notice of meeting, or
(ii) other
matters that may properly come before the meeting,
but only
if
(iii) the
person by whom, or on whose behalf, a solicitation is made is not made aware, a
reasonable time before the time the solicitation is made, that those amendments,
variations or other matters are to be presented for action at the meeting,
and
(iv) a specific
statement is made in the information circular or in the form of proxy that the
proxy is conferring that discretionary authority,
(d) a proxy
must not confer authority to vote
(i) for the
election or appointment of an individual as a director of the Company unless an
individual has been nominated in good faith as a director and is named in an
information circular sent to the shareholders, or
(ii) at a
meeting other than the meeting specified in the notice of meeting or any
adjournment of that meeting,
(e) if an
information circular contains the names of nominees for election or appointment
as directors or the name of a nominee for appointment as auditor,
(i) the form of
proxy accompanying the information circular must provide a method for the
shareholder whose proxy is solicited to specify that the shares registered in
that shareholder's name must or must not be voted by the proxy holder for the
nominees, or for those of the nominees that the shareholder may specify,
and
(ii) if, for
any reason, the instructions of the shareholder whose proxy is solicited are
uncertain as they relate to the election or appointment of directors, the proxy
holder must not vote the shares of that shareholder for any
director,
(f) an
information circular or form of proxy must state that, if the instructions are
certain,
(i) the shares
represented by the proxy will be voted on any poll, and
(ii) if the
shareholder whose proxy is solicited specifies a choice with respect to any
matter to be acted on, the shares will be voted on any poll in accordance with
the specifications so made,
(g) an
information circular or form of proxy must
(i) indicate in
boldface type, or other conspicuous manner, that the shareholder has the right
to appoint a person, who need not be a shareholder, to attend and act for the
shareholder and on the shareholder's behalf at the meeting, other than the
person, if any, designated in the form of proxy, and
(ii) contain
instructions as to the manner in which the shareholder may exercise the right
referred to in subparagraph (i), and
(h) if the
form of proxy contains a designation of a named person as proxy holder, a method
must be provided by which the shareholder may designate, in a form of proxy,
some other person as the shareholder's proxy holder for the purpose of Article
S3.1.
Part S5 — Financial
Statements
Division 1 — Comparative Financial
Statements
S5.1
Without limiting
any other requirement relating to financial statements that is imposed on or is
otherwise applicable to the Company or its directors under this Part or the
Business Corporations
Act
, the directors of the Company must ensure that each of its financial
statements produced and published on or before an annual reference date under
Part 6 of the
Business
Corporations Act
is prepared as a comparative financial statement
relating separately to
(a) the period
that began on the date of continuation under the
Business Corporations Act
and
ended as of the close of the Company's first financial year or, if it has
completed a financial year, the latest completed financial year, as the case may
be, the statement to be made up to a date not more than 6 months before the
annual reference date, and
(b) the
period, if any, that is the financial year next preceding the latest completed
financial year.
S5.2
A comparative
financial statement required under Article S5.1 must be made up of
(a) an income
statement,
(b) a
statement of retained earnings,
(c) a cash
flow statement, and
(d) a balance
sheet as at the end of each period.
S5.3
Despite Article
S5.2 (c), the cash flow statement may be omitted if the reason for the omission
is set out in the financial statement.
S5.4
The statements
referred to in Article S5.2 need not be designated as an income statement,
statement of retained earnings, cash flow statement or balance
sheet.
S5.5
Despite Article
S5.1, each comparative financial statement referred to in Article S5.1 may
relate only to a period ending not more than 6 months before the applicable
annual reference date, if the reason for the omission of the statement in
respect of the period covered by the previous financial statement is set out in
the financial statement to be produced and published before that annual
reference date.
S5.6
The auditor making
any report required under section 212 (1) (a) of the
Business Corporations Act
in
relation to a comparative financial statement referred to in Article S5.1 need
not report on any part of that financial statement that relates to the earlier
of the 2 financial periods reported on in that financial statement.
S5.7
At least 10 days
before each annual reference date, the Company must send to each shareholder and
to the auditor, if any,
(a) a copy of
the comparative financial statement referred to in Article S5.1 that the
directors are required under Article S5.1 to produce and publish on or before
that annual reference date, and
(b) unless the
Company has resolved under section 203 (2) of the
Business Corporations Act
to
waive the appointment of an auditor, the report of the auditor required under
section 212 (1) (a) of the
Business Corporations Act
on
that financial statement.
S5.8
On demand by a
qualifying debentureholder of the Company, the Company must send the qualifying
debentureholder a copy of the Company's latest comparative financial statement
and a copy of any auditor's report on that financial statement.
Division 2 — Comparative Interim
Financial Statements
S5.9
The directors of
the Company must produce a comparative interim financial statement in accordance
with Article S5.10 after each financial year.
S5.10
A comparative
interim financial statement must
(a) be
produced for
(i) the 6 month
period that began immediately after the end of the Company's most recently
completed financial year, and
(ii) the
comparable 6 month period, if any, in the 12 months immediately preceding the
end of that financial year, and
(b) contain
(i) a cash flow
statement for each period, and
(ii) sufficient
relevant financial information in summary form to present fairly the results of
the operations of the Company for each period, including
(A) a statement
of sales or gross operating revenue,
(B)
extraordinary items of income or expense,
(C) net income
before income taxes imposed by any taxing authority,
(D) income
taxes imposed by any taxing authority, and
(E) net profit
or loss.
S5.11
A comparative
interim financial statement required under this Part must be produced in
addition to any financial statement that the directors are required to produce
under this Part or under Part 6 of the
Business Corporations
Act
.
S5.12
There must be
stated, by way of a note to a comparative interim financial
statement,
(a) particulars
of any change in accounting principle or practice, or in the method of applying
any accounting principle or practice, made during the period covered that
affects the comparability of the comparative interim financial statement with
the financial statement for the preceding financial year or with the interim
financial statement for the comparable 6 month period, and
(b) the
effect, if material, of the change on the profit or loss for the period covered
by the comparative interim financial statement.
S5.13
For the purposes
of Article S5.12, a change in accounting principle or practice, or in the method
of applying any accounting principle or practice, affects the comparability of a
statement with that for the preceding financial year or comparable 6 month
period, even though it did not have a material effect on the profit or loss for
the period covered by the comparative interim financial statement.
S5.14
A comparative
interim financial statement must be sent by the Company to each shareholder
within 2 months after the end of the 6 month period referred to in Article S5.10
(a) (i).
Division 3 — First Interim Financial
Statement
S5.15
This Division
applies to a company if the company became a reporting company within the
meaning of the
Company
Act
, 1996 within 6 months after its incorporation under that
Act.
S5.16
Within 8 months
after the Company's date of continuation under the
Business Corporations
Act
,
(a) the
directors of the Company must produce an interim financial statement for the 6
month period that began on the date of continuation, and
(b) the
Company must send a copy of the interim financial statement to each
shareholder.
S5.17
The interim
financial statement referred to in Article S5.16 must contain
(a) a cash
flow statement, and
(b) sufficient
relevant financial information in summary form to present fairly the results of
the operations of the Company for the period referred to in
Article S5.16 (a), including
(i) a statement
of sales or gross operating revenue,
(ii)
extraordinary items of income or expense,
(iii) net
income before income taxes imposed by any taxing authority,
(iv) income
taxes imposed by any taxing authority, and
(v) net profit
or loss.
S5.18
Directors may be
relieved of their obligations under Article S5.16, and for that purpose section
200 of the
Business
Corporations Act
applies.
Division 4 —
General
S5.19
A financial
statement required under this Part must be prepared in accordance with the
regulations made under the
Business Corporations Act
and, if prepared without audit, must be clearly marked to that
effect.
S5.20
Before a financial
statement referred to in this Part is published or sent by the
Company,
(a) the
financial statement must be approved by the directors, and
(b) that
approval must be evidenced by the signatures of 2 directors.
S5.21
A financial
statement referred to in this Part that is sent by the Company to its
shareholders or published
(a) must have
attached each auditor's report, if any, made on that financial statement,
and
(b) must not
purport to be audited unless that financial statement has, in fact, been audited
and an auditor's report has been made.
S5.22
Directors may be
relieved of their obligations under one or both of Articles S5.1 and S5.9, and
for that purpose section 200 of the
Business Corporations Act
applies.
Part S6 —
Directors
S6.1
The Company must
have at least 3 directors.
S6.2
Subject to Article
S6.3, an individual must not become or act as a director or officer of the
Company if that individual is a person whose registration in any capacity has
been cancelled
(a) under the
Securities Act
,
R.S.B.C. 1996, c. 418, by the Securities Commission or the executive director,
or
(b) under the
Mortgage Brokers Act
,
R.S.B.C. 1996, c. 313, by
(i) the
registrar under that Act,
(ii) the
Commercial Appeals Commission established under the
Commercial Appeals Commission
Act
, R.S.B.C. 1996, c. 54, or
(iii) the
Financial Services Tribunal established under the
Financial Institutions Act
,
R.S.B.C. 1996, c. 141.
S6.3
Article S6.2 does
not apply to prevent an individual from becoming or acting as a director or
officer of the Company if
(a) the
individual or body that cancelled the registration orders otherwise,
or
(b) 5 years
have elapsed since the cancellation of the registration.
Part S7 —
Meetings
S7.1
The Company must
publish an advance notice of a meeting of shareholders to elect
directors,
(a) if the
meeting is to be held in the County of Vancouver, the County of Victoria or the
County of Westminster, by publishing the notice in one issue of a daily
newspaper published and circulating in the county in which the meeting is to be
held,
(b) if the
meeting is to be held in British Columbia, but outside the counties referred to
in paragraph (a), by publishing the notice in
(i) one issue
of a daily newspaper published and circulating in the County of Vancouver,
and
(ii) one issue
of a daily or weekly newspaper published and circulating in the place where the
meeting is to be held, or
(c) if the
meeting is to be held outside British Columbia, by publishing the notice in one
issue of a daily newspaper published and circulating in the County of
Vancouver.
S7.1.1
The Company, not
less than 56 days before it holds a meeting of shareholders at which a director
is to be elected or appointed, must publish in the manner set out in
Article S7.1 an advance notice of the meeting that
(a) gives the
date of the meeting,
(b) invites
written nominations for directors signed by shareholders holding in the
aggregate not less than 10% of the shares that may be voted at the
meeting,
(c) states
that, if any nomination referred to in paragraph (b) is delivered to the
registered office of the Company not less than 35 days before the date of the
meeting, accompanied by the information as to the nominee required to be
furnished in the information circular, the Company will include the name of the
nominee in the form of proxy and the information as to the nominee in the
information circular sent by the management of the Company under Articles S3.2
and S4.1,
(d) gives the
mailing address and delivery address of the registered office of the Company,
and
(e) gives the
qualifications for director provided by the Act and by these
articles.
S7.2
A notice of a
meeting to elect directors must include, as part of the qualifications to become
or continue to act as a director, the grounds on which a person is disqualified
from becoming or continuing to act as a director.
S7.3
Subject to this
article, the directors of the Company must place before each annual general
meeting a statement of
(a) any change
in the nature of the business carried on by the Company or its subsidiaries
during the most recent complete financial year,
(b) business
conditions as they affected the Company, its subsidiaries and the financial
results for the past year,
(c) the total
capital expenditures and dispositions, without set-off, for the past year,
capital expenditures to which the Company is currently committed and the effect
of each on production capacity,
(d) any major
changes in long or short term financing arrangements which have occurred during
the most recent complete financial year or which are contemplated,
(e) the sales
volume of the Company, if applicable, expressed in those units of production
applicable to the industry,
(f) any
material acquisitions made during the last complete financial year,
(g) all new or
major projects begun or brought into operation during the most recent complete
financial year and their effect on the financial statements of the
Company,
(h) the total
number of employees at the end of the most recent complete financial year and
the total remuneration paid to the employees of the Company for each of the last
two complete financial years, and
(i) the general
competitive environment in which the Company operates, including any material
changes in the pricing of products or the cost of raw materials.
S7.4
If the release of
any of the information required in Article S7.3 would be harmful to the business
of the Company or its subsidiaries, that information does not need to be
included in the statement referred to in Article S7.3.
Part S8 — Auditors and Audit
Committees
S8.1
Articles S8.2 and
S8.3 do not apply to the Company if section 210 of the
Business Corporations Act
applies to the Company.
S8.2
The management of
the Company must not, unless notice is contained in its information circular
required by Article S4.1, propose at any annual general meeting the appointment
of an auditor other than the appointment of the incumbent auditor.
S8.3
If the information circular
contains the notice referred to in Article S8.2,
(a) the
Company, not less than 14 days before the sending of the notice of the meeting,
must give to the incumbent auditor written notice of the intention of management
not to recommend the auditor's reappointment at the annual general meeting,
specifying in it the date on which the notice of the meeting is proposed to be
sent, and
(b) the
incumbent auditor has the right to make to the Company, not less than 3 days
before the sending of the information circular, representations in writing
respecting the proposal not to reappoint the incumbent as auditor, and the
Company, at its expense, must forward with the notice of the meeting a copy of
those representations to every shareholder entitled to receive notice of the
meeting.
S8.4
The company must
form an audit committee and sections 224 to 226 of the
Business Corporations Act
apply.
[am. B.C. Reg.
307/2006, ss. 8 and 9.]
Pre-existing Company
Provisions
Part P1 — Voting
Thresholds
P1
The majority of votes
required for the company to pass a special resolution at a general meeting is
3/4 of the votes cast on the resolution.
P2
The majority of votes
required for shareholders holding shares of a class or series of shares to pass
a special separate resolution is 3/4 of the votes cast on the
resolution.
P3
Section P2 does not
apply in respect of any class or series of shares for which the memorandum or
articles of the company, immediately before the coming into force of the
Business Corporations Act
,
set out that the majority of votes required for shareholders holding shares of
that class or series of shares to pass a separate resolution is at least 2/3 and
not more than 3/4 of the votes cast on the resolution.
Part P2 — Issue Price for
Shares
P4
Section P5 does not
apply if the memorandum or articles of the company, immediately before the
coming into force of the
Business Corporations Act
,
authorize the directors of the company to determine the price or consideration
for shares without par value issued by the company.
P5
The issue price for a
share without par value must be set by a special resolution.
Part P3 — Restrictions on Power to
Allot and Issue Shares
P6
Sections P7 to P15 do
not apply if
(a) the
company was, immediately before the coming into force of the
Business Corporations Act
, a
reporting company within the meaning of the
Company Act
, 1996,
or
(b) the
company is a public company.
P7
The directors must,
before allotting shares,
(a) if the
company has only one class of issued shares, offer to each shareholder the
proportion of the shares to be allotted that the number of shares held by that
shareholder bears to the total number of issued shares of the company,
or
(b) if the
company has more than one class of issued shares,
(i) offer to
each shareholder who holds shares of the class of shares to be allotted the
proportion of the shares to be allotted that the number of shares of that class
of shares held by that shareholder bears to the total number of issued shares of
that class of shares, and
(ii) subject to
section P8, if any shares remain after the expiry of the offer referred to in
subparagraph (i) of this paragraph, offer to each shareholder who holds shares
of any class of shares other than the class of shares referred to in
subparagraph (i), the proportion of the remaining shares to be allotted that the
number of shares held by that shareholder that are not of the class of shares
referred to in subparagraph (i) bears to the total number of issued shares of
the company that are not of the class of shares referred to in subparagraph
(i).
P8
An offer under
section P7 (b) (ii) must be at a price per share that is not less than the price
per share contained in the offer made under section P7 (b) (i), and the other
terms of the offer
under section P7
(b) (ii) must be substantially the same as the terms contained in the offer made
under section P7 (b) (i).
P9
Section P7 does not
apply to
(a) an
allotment of shares to be issued for a consideration all or substantially all of
which is other than money, or
(b) an
allotment of shares under
(i) rights of
conversion or exchange attached to securities of the company,
(ii) an
amalgamation under Division 3 of Part 9 of the
Business Corporations
Act
,
(iii) an
arrangement under Division 5 of Part 9 of the
Business Corporations
Act
,
(iv) a dividend
payable in shares,
(v) an employee
share ownership plan registered under Part 1 of the
Employee Investment Act
,
or
(vi) an
employee venture capital plan registered under Part 2 of the
Employee Investment
Act
.
P10
An offer under
section P7 must be made by notice that includes the time period within which the
offer may be accepted, which time period must extend for at least 7 days after
the offer is received.
P11
Subject to section
P12, if an offer for shares under section P7 (a) or (b) (ii) has expired without
having been accepted by, or has been declined in writing by, the shareholder to
whom the offer was made, the directors may, for a period starting on the earlier
of the expiry date for the offer and the date on which the offer is declined in
writing and ending on the date that is 3 months after the expiry date for the
offer, offer those shares to the persons and in the manner the directors may
decide.
P12
The directors may
make an offer under section P11 if
(a) there are
no other shareholders who should first receive an offer for those shares,
and
(b) the price
per share in the offer made under section P11 is not less than the price per
share contained in the offer made to the shareholder under section P7, and the
other terms of the offer
made under section
P11 are substantially the same as the terms contained in the offer made to the
shareholder under section P7.
P13
A shareholder may
not waive generally the right to be offered shares referred to in section
P7.
P14
Nothing in section
P13 prevents a shareholder from waiving, in writing, the right to be offered a
specified allotment of shares.
P15
A waiver referred to
in section P14 is effective whether given before or after the allotment of the
shares.
Part P4 — Shares of Pre-existing
Company to be Purchased Rateably
P16
Subject to sections
P17 and P18, before the company purchases any of its shares, it must make an
offer, to every shareholder who holds shares of the class or series of shares to
be purchased, to purchase rateably from those shareholders the number of shares
of that class or series of shares that the company wishes to
purchase.
P17
Section P16 does not
apply
(a) if the
purchase is made through a securities exchange or a quotation and trade
reporting system,
(b) if the
shares are being purchased
(i) from an
employee or former employee of the company or of an affiliate of the company,
or
(ii) in the
case of shares beneficially owned by an employee or former employee of the
company or of an affiliate of the company, from the registered owner of the
shares,
(c) if, in
respect of a specific share purchase, the company is, for that purchase,
relieved of its obligation to comply with section P16 by a special separate
resolution of the shareholders holding shares of the class or series of shares
from which the shares are to be purchased,
(d) if there
are reasonable grounds for believing that the purchase price for the shares
being purchased is not more than the fair market value of those
shares,
(e) if the
purchase is one made under section 227 (3) (g), Division 2 of Part 8 or Division
5 of Part 9 of the
Business
Corporations Act
, or
(f) to a
purchase of fractional shares.
P18
A shareholder may,
in writing, waive the right to receive an offer to purchase the shareholder's
shares under section P16 and that waiver is effective whether given before or
after the purchase by the company of any of its shares.
Part P5 — Shares of Pre-existing
Company to be Redeemed Rateably
P19
Section P20 does not
apply if the memorandum or articles of the company, immediately before the
coming into force of the
Business Corporations Act
,
provide that if the company redeems some but not all of the shares of a class or
series of shares, that redemption need not be made rateably among every
shareholder who holds shares of the class or series to be redeemed.
P20
If the company
proposes to redeem some but not all of the shares of a particular class or
series of shares, it must ensure that the redemption is made rateably among
every shareholder who holds shares of the class or series of shares to be
redeemed.
