A By-law relating to the conduct of the business and affairs
of Potash Corporation of Saskatchewan Inc. (hereinafter called the “Corporation”).
| Section 1 General |
| (1) |
Definitions.
|
| |
In this By-law and all other By-laws of the Corporation, unless
specifically defined herein or the context otherwise specifies or requires,
all terms which are defined in the Act shall have the meanings given to
such terms in the Act, and in particular: |
| |
(a) |
“Act” means The Canada Business Corporations Act,
and any statute that may be substituted therefor, and the regulations made
thereunder; |
| |
(b) |
“Articles” means the articles of continuance of the
Corporation from time to time in force and effect; |
| |
(c) |
“By-laws” means all By-laws of the Corporation from
time to time in force and effect; |
| |
(d) |
“the directors”, “Board” and
“Board of Directors” means the directors of the Corporation
from time to time; |
| |
(e) |
“in writing” and “written” includes
printing, typewriting, lithographing and other modes of representing or
reproducing words in visible form and shall include an electronic document;
and |
| |
(f) |
reference to any statute or statutory provision shall extend to any amendment
thereof or substitution therefor. |
| (2) |
Interpretation. |
| |
In this By-law and other By-laws of the Corporation, the following
rules of interpretation shall apply: |
| |
(a) |
all references to a meeting of shareholders shall, unless the context
otherwise requires, include any meeting of only the holders of a particular
class or series of shares in the Corporation that is required by the Act,
by applicable law or by the Articles; |
| |
(b) |
words importing the singular number only shall include the plural and
vice versa; words importing the masculine gender shall include the feminine
and neuter genders; words importing persons shall include bodies corporate,
corporations, companies, partnerships, syndicates, trusts and any number
or aggregate of persons; and |
| |
(c) |
the headings used are inserted for reference purposes only and are not
to be considered or taken into account in construing the terms or provisions
thereof or to be deemed in any way to clarify, modify or explain the effect
of any such terms or provisions. |
| (3) |
Subordination. |
| |
This By-law is subordinate to, and should be read in conjunction
with, the Act and the Articles. |
|
| Section 2 General Matters |
| (1) |
Corporate Seal. |
| |
The corporate seal of the Corporation shall be such as the
Board of Directors may by resolution from time to time adopt. |
| (2) |
Fiscal Year. |
| |
The fiscal year of the Corporation shall terminate on such
day in each year as the Board of Directors may from time to time by resolution
determine. |
| (3) |
Registered Office. |
| |
The registered office of the Corporation shall be in the province
within Canada from time to time specified in the Articles at the place therein
as the board may from time to time determine. |
|
| Section 3 Execution of Contracts |
| (1) |
Execution of Documents. |
| |
Contracts, documents or instruments in writing requiring execution
by the Corporation may be signed, either manually or by electronic means
in accordance with the Act by any two officers of the Corporation and all
contracts, documents or instruments in writing so signed shall be binding
upon the Corporation without any further authorization or formalities. The
Board of Directors is authorized to appoint from time to time, by resolution,
any officer or officers or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing. |
| |
The corporate seal of the Corporation may, when required,
be affixed to contracts, documents or instruments in writing signed as aforesaid
by an officer or officers or person or persons appointed as aforesaid by
resolution of the Board of Directors. |
| (2) |
Execution of Documents in Ordinary Course. |
| |
Nothing contained herein shall restrict or in any way limit
the authority of the directors, officers and employees of the Corporation
to sign contracts, documents or instruments in writing on behalf of the
Corporation in the ordinary course of business and such contracts, documents
or instruments in writing when so signed shall without more be binding on
the Corporation. |
|
| Section 4 Borrowing Power |
| |
The directors of the Corporation may from time to time on
behalf of the Corporation, without authorization of the shareholders: |
| |
(a) |
borrow money on the credit of the Corporation; |
| |
(b) |
issue, reissue, sell or pledge debt obligations of the Corporation, including
without limitation, bonds, debentures, notes or other evidences of indebtedness
or guarantees of the Corporation, whether secured or unsecured; |
| |
(c) |
subject to the provisions of the Act, give a guarantee on behalf of the
Corporation to secure performance of an obligation of any person; |
| |
(d) |
mortgage, hypothecate, pledge or otherwise create an interest in or charge
on all or any property of the Corporation, owned or subsequently acquired,
to secure payment of a debt or performance of any other obligation of the
Corporation; and |
| |
(e) |
delegate to one or more directors, a committee of directors or one or
more officers of the Corporation as may be designated by the directors,
all or any of the powers conferred by the foregoing clauses of this By-law
to such extent and in such manner as the directors shall determine at the
time of each such delegation. |
|
| Section 5 Shares and Transfers |
| (1) |
Certificates. |
| |
Any security certificates shall be in such form as the Board
of Directors may from time to time by resolution approve or the Corporation
adopt. |
| (2) |
Transfers. |
| |
No transfers shall be recorded or registered unless and until
compliance has been made with any conditions of transfer stated in the Act
and the Articles and unless or until (i) the certificate representing the
security to be transferred has been surrendered and cancelled or, (ii) if
no certificate has been issued by the Corporation in respect of such security
unless or until the procedures, if any, established by the Board of Directors
from time to time have been complied with. |
| (3) |
Defaced, Lost or Destroyed Certificates. |
| |
Subject to the Act, if a security certificate is defaced,
lost or destroyed, it may be replaced on payment of such fee, if any, and
on such terms, if any, as to evidence and indemnity as the directors think
fit. |
| (4) |
Dividend Disbursing Agents. |
| |
The Board may from time to time appoint a dividend disbursing
agent to disburse dividends. |
|
| Section 6 Shareholders’
Meetings |
| (1) |
Waiver of Notice. |
| |
Notice of any meeting of shareholders or any irregularity
in any such meeting or in the notice thereof may be waived by any shareholder,
the duly appointed proxy of any shareholder and any other person entitled
to attend the meeting of shareholders, in any manner and such waiver may
be validly given either before or after the meeting to which such waiver
relates. Attendance of any shareholder, duly appointed proxy of any shareholder
or any other person entitled to attend the meeting of shareholders is a
waiver of notice of the meeting, except where that person attends a meeting
for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called. |
| (2) |
Quorum. |
| |
A quorum for any meeting of shareholders shall be a person
or persons present and holding or representing by proxy not less than five
percent (5%) of the total number of issued shares of the Corporation having
voting rights at such meeting. No business shall be transacted at any meeting
unless the requisite quorum shall be present at the commencement of such
meeting, provided that if a quorum is present at the commencement of a meeting
a quorum shall be deemed to be present during the remainder of the meeting. |
| (3) |
Scrutineers. |
| |
At any meeting of shareholders, the chair of the meeting may
with the consent of the meeting appoint one or more persons, who may be
shareholders, to serve as scrutineers. |
| (4) |
Votes to Govern. |
| |
At any meeting of shareholders, unless a special resolution
or some other special majority is required by the Act, applicable law or
the Articles, all questions shall be decided by the majority of votes cast
on the question. In case of an equality of votes, either upon a show of
hands or upon a poll, the chair of the meeting shall be entitled to second
or casting vote. |
| (5) |
Voting. |
| |
Subject to the Act, applicable law, the Articles and subsection
6(9) hereof, and unless a ballot is demanded or required, voting at a meeting
of shareholders shall be by way of a show of hands. Upon a show of hands
each person present and entitled to vote at a meeting shall have one vote
and a declaration by the chair of the meeting that any question has been
carried, carried by a particular majority or not carried and an entry to
that effect in the minutes of the meeting shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in
favour of or against the motion and the result of the vote so taken and
declared shall be the decision of the shareholders upon the said question. |
| |
The chair of the meeting or any shareholder or proxy entitled
to vote thereat may require or demand a ballot upon any question, either
before or after any vote by show of hands, but such requirement or demand
may be withdrawn at any time prior to the taking of the ballot. Any ballot
shall be taken in such manner as the chair of the meeting shall direct.
On a ballot, each shareholder present in person or by proxy shall be entitled,
in respect of the shares which such shareholder is entitled to vote at the
meeting upon the question, to the number of votes provided by the Articles
and the result of the ballot so taken shall be the decision of the shareholders
upon the said question. |
| (6) |
Proxy. |
| |
An instrument of proxy shall be executed by the shareholder
or the shareholder’s attorney authorized in writing and shall conform with
the requirements of the Act and any requirements established by the Board
or shall be otherwise acceptable to the chair of the meeting at which the
instrument of proxy is to be used. |
| (7) |
Presiding Officers. |
| |
The chair of any meeting of shareholders shall be the first
mentioned of such of the following persons as have been appointed and is
present at the meeting; the Chair of the Board, the Chief Executive Officer,
the President, or a Vice President (in order of seniority). In the absence
of any such persons, the shareholders shall choose one of their number to
chair the meeting. The secretary of the meeting shall be the Secretary of
the Corporation, or if the Secretary is not present, any Assistant Secretary
of the Corporation. Notwithstanding the above, the chair of the meeting
at the chair’s sole discretion, may appoint a person, who need not be a
shareholder, to act as secretary of the meeting. |
| (8) |
Persons Entitled to be Present. |
| |
The only persons entitled to be present at a meeting of shareholders
shall be those entitled to vote thereat, the directors and auditors of the
Corporation and others who, although not entitled to vote, are entitled
or required by the Act, applicable law, the Articles or the By-laws to be
present. Any other person may be admitted only with the consent of the chair
of the meeting or with the consent of the meeting. |
| (9) |
Meeting by Telephonic, Electronic or Other Communication Facility. |
| |
Meetings of shareholders may be held entirely by means of
a telephonic, electronic or other communication facility that permits all
participants participating in the meeting to communicate with each other,
and any person participating in such a meeting is deemed to be present at
the meeting. Any vote at such a meeting may be held entirely by means of
a telephonic, electronic or other communication facility. |
|
| Section 7 Directors |
| (1) |
Number. |
| |
The number of directors shall be the number fixed by the Articles,
or where the Articles specify a variable number, the number shall not be
less than the minimum and not more than the maximum number so specified
and shall be determined from time to time within such limits by resolution
of the Board of Directors. |
| (2) |
Vacancies. |
| |
Where there is a vacancy or vacancies in the Board of Directors,
the remaining directors may exercise all the powers of the Board so long
as a quorum of the Board remains in office. |
| (3) |
Election, Appointment. |
| |
A director may be elected for an expressly stated term, and
if so elected ceases to hold office at the expiration of such term. A director
not elected for an expressly stated term of office shall hold office from
the date of the meeting at which he or she is elected until the annual meeting
next following; provided that a retiring director shall retain office until
the adjournment or termination of the meeting at which his or her successor
is elected or appointed unless such meeting was called for the purpose of
removing him or her from office as a director in which case the director
so removed shall vacate office forthwith upon the passing of the resolution
for his or her removal. Retiring directors, if qualified, are eligible for
re-election or reappointment. The directors may appoint one or more additional
directors, who shall hold office for a term expiring not later than the
close of the next annual meeting of shareholders, but the total number of
directors so appointed may not exceed one third of the number of directors
elected at the previous annual meeting of shareholders. |
| (4) |
Access to Information. |
| |
Except as may be required by the Act, no shareholder shall
be entitled by virtue of being a shareholder to discovery of any information
or records respecting the Corporation or its business except when authorized
by the Board. |
|
| Section 8 Meetings of the Directors |
| (1) |
Place and Convening of Meetings. |
| |
A meeting of the Board of Directors may be convened by the
Chair of the Board, the Chief Executive Officer, the President or any two
(2) directors at any time and the Secretary shall, upon direction of any
of the foregoing, convene a meeting of the Board of Directors. A meeting
of any committee may be convened by the chair of the committee or any two
(2) members of the committee and the Secretary shall, upon the direction
of either of the foregoing, convene a meeting of the said committee. Except
as otherwise provided by the Act and the By-laws the directors, either as
a Board or as a committee thereof may convene, adjourn and otherwise regulate
their meetings as they think fit. |
| (2) |
Notice. |
| |
Notice of the time and place of each meeting of the Board
and of any committee of the Board shall be given in the manner provided
in Section 14 hereof to each director or member as the case may be, in the
case of notice given by personal delivery or by electronic communication
as permitted by and in accordance with the Act, not less than forty-eight
(48) hours before the time when the meeting is to be held and in the case
of notice given by mail, not less than ninety-six (96) hours before the
time when the meeting is to be held, provided that meetings of the Board
or of any committee of the Board may be held at any time without formal
notice if all the directors are present (including present by way of telephonic
or electronic participation) or if all the absent directors waive notice. |
| |
For the first meeting of the Board of Directors or of any
committee of the Board to be held immediately following the election of
the directors at an annual or general meeting of the shareholders or for
a meeting of the Board of Directors or a committee thereof at which a director
or member is appointed to fill a vacancy in the Board or committee, no notice
need be given to the newly elected or appointed directors or members in
order for the meeting to be duly constituted, provided a quorum is present. |
| (3) |
Waiver. |
| |
Notice of any meeting of the Board of Directors or of any
committee of the Board of Directors or any irregularity in any meeting or
in the notice thereof may be waived by any director in any manner, and such
waiver may be validly given either before or after the meeting to which
such waiver relates. |
| (4) |
Adjournment. |
| |
Any meeting of the Board of Directors or of any committee
of the Board of Directors may be adjourned from time to time by the chair
of the meeting, with the consent of the meeting, to an announced time and
place and no notice of the time and place for the holding of the adjourned
meeting need be given to any director. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and
if a quorum is present thereat. The directors who formed a quorum at the
original meeting are not required to form the quorum at the adjourned meeting.
If there is no quorum present at the adjourned meeting, the original meeting
shall be deemed to have terminated forthwith after its adjournment. |
| (5) |
Quorum. |
| |
Subject to the Act, a quorum for any meeting of the Board
of Directors of the Corporation shall consist of a majority of the number
of directors of the Corporation or such other number as the directors may
by resolution from time to time determine. Notwithstanding any vacancy among
the directors, a quorum of directors may exercise all the powers of the
directors. |
| (6) |
Voting. |
| |
Questions arising at any meeting of directors shall be determined
by a majority of votes of the directors present, and in the case of an equality
of votes the chair of the meeting shall not have a second or casting vote. |
| (7) |
Presiding Officers. |
| |
The chair of any meeting of the Board shall be the first mentioned
of the following persons who is also a director and is present at the meeting;
the Chair of the Board, the Chief Executive Officer, the President, or a
Vice President (in order of seniority). If no such person is present, the
directors shall choose one of their number to chair the meeting. |
| (8) |
Chair of the Board. |
| |
The Board of Directors shall, from time to time, elect from
among its members a Chair of the Board who shall, if present, preside as
chair at all meetings of the Board and of shareholders. The Chair of the
Board shall not be an officer of the Corporation unless specifically so
designated by the Board. |
|
| Section 9 Officers |
| (1) |
Appointment of Officers. |
| |
Subject to the Articles, the Board of Directors annually or
as often as may be required may appoint a Chief Executive Officer, a President,
a Secretary, one or more Vice Presidents (to which title may be added words
indicating seniority or function) and a Treasurer and such other officers,
if any, as the Board in its discretion shall from time to time appoint.
None of such officers need be a director of the Corporation although a director
may be appointed to any office of the Corporation. Two or more offices of
the Corporation may be held by the same person. The Board of Directors may
from time to time appoint such other officers, employees and agents as they
shall deem necessary who shall have such authority and shall perform such
functions and duties as may from time to time be prescribed by resolution
of the directors. The Board of Directors may from time to time and subject
to the provisions of the Act, vary, add to or limit the duties and powers
of any officer. |
| (2) |
Chief Executive Officer. |
| |
The Chief Executive Officer shall report to the Board of Directors
and shall exercise overall management and direction of the Corporation.
In the absence of the Chair of the Board, and if the Chief Executive Officer
is also a director of the Corporation, the Chief Executive Officer shall,
when present, preside as chair at all meetings of directors and shareholders.
|
| (3) |
President. |
| |
The President shall, subject to the direction of the Board
of Directors, have general supervision and control over the business and
affairs of the Corporation. In the absence of the Chair of the Board and
the Chief Executive Officer, and if the President is also a director of
the Corporation, the President shall, when present, preside as chair at
all meetings of directors and shareholders. The President shall sign such
contracts, documents or instruments in writing as require the President’s
signature and shall have such other powers and shall perform such other
duties as may from time to time be assigned by resolution of the Board of
Directors or as are incident to the office. |
| (4) |
Vice President. |
| |
A Vice President shall sign such contracts, documents or instruments
in writing as require his or her signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned
by resolution of the Board of Directors or as are incident to the office. |
| (5) |
Secretary. |
| |
The Secretary shall give or cause to be given notices for
all meetings of directors, any committee of directors and shareholders when
directed to do so and shall, subject to the provisions of the Act, maintain
the records, documents and registers of the Corporation. The Secretary shall
sign such contracts, documents or instruments in writing as require the
Secretary’s signature and shall have such other powers and shall perform
such other duties as may from time to time be assigned by resolution of
the Board of Directors or as are incident to the office. |
| (6) |
Treasurer. |
| |
Subject to the provisions of any resolution of the directors,
the Treasurer shall have the care and custody of all funds and securities
of the Corporation and shall deposit the same in the name of the Corporation
in such bank or banks or with such other depositary or depositaries as the
directors may by resolution direct. The Treasurer shall prepare and maintain
adequate accounting records. The Treasurer shall sign such contracts, documents
or instruments in writing as require the Treasurer’s signature and shall
have such other powers and shall perform such other duties as may from time
to time be assigned by resolution of the Board of Directors or as are incident
to the office. |
| (7) |
Duties of Officers may be Delegated. |
| |
In the case of the absence or inability or refusal to act
of any officer of the Corporation or for any other reason that the Board
may deem sufficient, the directors may delegate all or any of the powers
of such officer to any other officer or to any director for the time being. |
|
| Section 10 Committees |
| |
The Board may create, and prescribe the duties and terms of
reference of, such committee or committees of directors as it may from time
to time determine necessary to more effectively permit the efficient direction
of the business and affairs of the Corporation. The Board may delegate to
such committee or committees any of the powers of the Board except those
which under the Act must be exercised by the Board itself, provided that
any such delegation shall not limit the ability of the Board to make decisions
on any subject matter so delegated. The procedures of any such committee
or committees of the Board shall, except as otherwise determined by the
Board, be those applicable to the Board. |
|
| Section 11 Protection and Indemnity of
Directors, Officers and Others |
| (1) |
Disclosure of Interest. |
| |
Subject to compliance with the Act to the extent to which
the same shall apply, no director or officer, and no other entity of which
he or she is a director or officer or in which he or she has any interest
whatsoever, shall be disqualified by his or her office or by reason of his
or her holding any other office of, or place of profit under, the Corporation
or any other entity in which the Corporation is interested from entering
into any contract, transaction or arrangement with the Corporation or any
other entity in which the Corporation is interested either as vendor, purchaser
or otherwise or from being concerned or interested in any manner whatsoever
in any contract, transaction or arrangement made or proposed to be entered
into with the Corporation or any other entity in which the Corporation is
interested, nor shall any contract, transaction or arrangement be thereby
avoided; nor shall any director or officer be liable to account to the Corporation
for any profit arising from such office or place of profit or realized by
any such contract, transaction or arrangement. |
| (2) |
Non-Liability for Acts. |
| |
Subject to the Act, no director or officer shall be liable
for the acts, receipts, neglects or defaults of any other person or for
joining in any receipt or act for conformity or for any loss, damage or
expense happening to the Corporation through the insufficiency or deficiency
of title to any property acquired by, for or on behalf of the Corporation
or for the insufficiency or deficiency of any security in or upon which
any moneys of the Corporation are invested or for any loss or damages arising
from the bankruptcy, insolvency or tortious act of any person with whom
any moneys, securities or other properties of the Corporation are lodged
or deposited or for any other loss, damage or misfortune whatever may arise
out of the execution of the duties of the office or in relation thereto. |
| (3) |
Approval of Contracts by Shareholders. |
| |
Subject to the Act, any contract entered into or action taken
or omitted by or on behalf of the Corporation shall, if approved by a resolution
of the shareholders, be deemed for all purposes to have had the prior authorization
of all the shareholders. |
| (4) |
Indemnification. |
| |
The Corporation shall, whenever required or permitted by the
Act or otherwise by law, indemnify each director, each officer, each former
director, each former officer and each person who acts or acted at the Corporation’s
request as a director or officer or an individual acting in a similar capacity,
of another entity, and his or her heirs and personal representatives, against
all costs, charges and expenses, including, without limitation, each amount
paid to settle an action or satisfy a judgment, reasonably incurred by him
or her in respect of any civil, criminal, administrative, investigative
or other proceeding to which he or she is made a party by reason of being
or having been a director or officer of the Corporation or such other entity. |
| (5) |
No Limitation of Rights |
| |
The foregoing provisions of this Section 11 shall be in amplification
of and in addition to, and not by way of limitation of or substitution for
any rights, immunities or protection conferred upon any director, officer
or other person by any statute, law, matter or thing whatsoever. |
|
| Section 12 Dividends |
| (1) |
Dividends. |
| |
The Board may from time to time declare and the Corporation
may pay dividends on its issued shares to its shareholders according to
their respective shareholdings in the Corporation as they appear from the
Corporation’s register. Dividends may be paid in any form permitted by applicable
law. |
| (2) |
Cash Dividends. |
| |
A dividend payable in cash shall be paid by cheque drawn either
on the bankers of the Corporation or the bankers of its dividend disbursing
agent, or in such other manner prescribed by the Board of Directors to the
order of each registered holder of shares of the class or series in respect
of which the dividend has been declared, and sent to such registered holder
at their recorded address or to such other address as the holder directs.
In the case of joint holders, the cheque or other manner of payment shall,
unless such joint holders otherwise direct, be made payable to the order
of all such joint holders. The sending of such payment as aforesaid, unless
the same is not paid on due presentation, shall satisfy and discharge the
liability for the dividend to the extent of the sum represented thereby
plus the amount of any tax which the Corporation is required to and does
withhold. All dividends unclaimed for six (6) years after the date of declaration
shall be forfeited to the Corporation. |
|
| Section 13 Voting Securities in Other
Bodies Corporate |
| |
All securities of any other body corporate carrying voting
rights held from time to time by the Corporation may be voted at all meetings
of shareholders, bondholders, debenture holders or holders of such securities,
as the case may be, of such other body corporate, in such manner and by
such person or persons as the Board of Directors of the Corporation shall
from time to time determine by resolution. Any two officers of the Corporation
may also from time to time execute and deliver for and on behalf of the
Corporation instruments of proxy and/or arrange for the issuance of voting
certificates and/or other evidences of the rights to vote in such names
as they may determine without the necessity of a resolution or other action
by the Board of Directors. |
|
| Section 14 Notices |
| (1) |
Manner of Notice. |
| |
Any notice (which includes any communication or document)
to be given (which term includes sent, delivered or served) pursuant to
the Act, applicable law, the Articles, the By-laws or otherwise to a shareholder,
director, officer, auditor or member of a committee of the Board shall be
sufficiently given, if delivered personally to the person to whom it is
to be given or if delivered to his or her latest address as shown on the
records of the Corporation, or if mailed to him or her at his or her said
address by prepaid ordinary or air mail, or if sent to him or her by any
form of electronic means permitted by the Act, at his or her said address.
A notice so delivered shall be deemed to have been given when it is delivered
personally or to the said address as aforesaid; a notice so mailed shall
be deemed to have been given when deposited in a post office or public letter
box; a notice so sent by any form of electronic means permitted by the Act
shall be deemed to have been given when dispatched. The Secretary may change
or cause to be changed the recorded address of any shareholder, director,
officer, auditor, or member of a committee of the Board in accordance with
any information believed by the Secretary to be reliable. |
| (2) |
Notice Computation. |
| |
In computing the time when notice must be given under any
provision regarding a specified number of hours notice of any meeting or
other event, the hour of giving the notice and the hour of commencement
of the meeting shall be excluded, and in computing the date when notice
must be given under any provision requiring a specified number of days’
notice of any meeting or other event, the date of giving the notice shall
be excluded and the date of the meeting or other event shall be included. |
| (3) |
Returned Notices. |
| |
Where notices or other documents required to be given by the
Corporation to its shareholders have been mailed to a shareholder at the
shareholder’s latest address as shown on the records of the Corporation
and where, on three (3) consecutive occasions, notices or other documents
have been returned by the post office to the Corporation, the Corporation
is not required to mail to the shareholder any further notices or other
documents until such time as the Corporation receives written notice from
the shareholder requesting that notices and other documents be sent to the
shareholder at a specified address. |
| (4) |
Joint Holders. |
| |
All notices or other documents shall, with respect to any
shares in the capital of the Corporation registered in more than one name,
be given to whichever of such persons is named first in the records of the
Corporation and any notice or other document so given shall be sufficient
notice of delivery of such document to all the holders of such shares. |
| (5) |
Successor Bound. |
| |
Every person who by operation of law, transfer or by any other
means whatsoever shall become entitled to any shares in the capital of the
Corporation shall be bound by every notice or other document in respect
of such shares which prior to his or her name and address being entered
on the records of the Corporation shall have been duly given to the person
or persons from whom he or she derives his or her title to such shares. |
| (6) |
Deceased Holder. |
| |
Any notice or other document given by post shall, notwithstanding
that such shareholder be then deceased and whether or not the Corporation
has notice of his or her decease, be deemed to have been duly served in
respect of the shares held by such shareholder (whether held solely or with
other persons) until some other person be entered in his or her stead in
the records of the Corporation as the holder or one of the holders thereof
and such service shall for all purposes be deemed a sufficient service of
such notice or other document on his or her heirs, executors or administrators
and all persons (if any), interested with him or her in such shares. |
| (7) |
Signature. |
| |
The signature of any director or officer of the Corporation
to any notice may be evidenced in any manner permitted by the Act. |
| (8) |
Certificate of Officer. |
| |
A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of a transfer or any transfer
agent or branch transfer agent of shares of any class of the Corporation
as to facts in relation to the mailing or delivery or service of any notice
or other document to any shareholder, director, officer or auditor or publication
of any notice or other document shall be conclusive evidence thereof, and
shall be binding on every shareholder, director, officer or auditor of the
Corporation, as the case may be. |
| (9) |
Common Notice. |
| |
A special meeting and the annual general meeting of shareholders
of the Corporation may be convened by one and the same notice, and it shall
be no objection to the said notice that it only convenes the second meeting
contingently on any resolution being passed by the requisite majority at
the first meeting. |
|
| Section 15 Coming into Force |
| |
This By-law shall come into force on the date shown on the
Corporation’s certificate of continuance under the Act. |
|
| Section 16 Repeal |
| |
All previous By-laws of the Corporation are repealed as of
the coming into force of this By-law. Such repeal shall not affect the previous
operation of any By-law so repealed or affect the validity of any act done
or right, privilege, obligation or liability acquired or incurred under,
or the validity of any contract or agreement made pursuant to, or the validity
of any articles or predecessor charter documents of the Corporation obtained
pursuant to, any such By-law prior to its repeal. All officers and persons
acting under any By-law so repealed shall continue to act as if appointed
under the provisions of this By-law and all resolutions of the shareholders
or the board or a committee of the board of continuing effect passed under
any repealed By-law shall continue good and valid except to the extent inconsistent
with this By-law and until amended or repealed. |
|
