CORPORATE BYLAWS
OF
________
BE IT HEREBY ENACTED AND CONFIRMED BY THE CORPORATION the following corporate bylaws executed pursuant to the provisions of the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (or any successor legislation or consolidation, repeal, amendment or substitute therefor) (hereinafter the "Act"):
ARTICLE I - SHAREHOLDERS
1. MEETINGS
a) Annual Meetings: the shareholders of the corporation shall meet annually for purposes of reviewing the financial statements; inspect the auditor or accountant's report; elect directors; consent to audit exemption; confirm, reject or amend bylaws. Annual meetings shall occur not later than fifteen (15) months after the last meeting. And in no case shall meetings occur later than six (6) months after the corporation's fiscal year-end. Meetings should occur promptly after the corporation's financial statements have been prepared by the corporation's accountant and the board of directors reviewed them. Once reviewed and accepted, the board shall tender the statements for shareholder confirmation or rejection.
b) Special Meetings: meetings concerning any matter other than the above-noted purposes described under subsection Annual Meetings, shall constitute a special meeting. The shareholders may at any time call a special meeting. Special meetings are required for fundamental changes, including a name change, amending the articles of incorporation, altering the share structure or share provisions, and more.
c) Notice of Meetings: notice of a meeting of the shareholders shall be sent to each shareholder entitled to vote thereat not less than twenty-one (21) days before such meeting. The notice shall be sent to (i) each shareholder entitled to vote, (ii) each director, and where applicable, (iii) the corporation's auditor. Any shareholder is entitled to waive notice of a meeting. In the event of a special meeting, the notice of meeting shall state the nature thereof, including issues that may be raised, and shall also include the special resolution to be submitted.
d) Place of Meetings: Where shareholders meet physically, meetings shall take place at any location that the board of directors determines from time to time.
2. RESOLUTIONS
a) Resolutions in lieu of meetings: rather than attending a physical meeting, shareholders may opt to sign resolutions in lieu thereof, and such shall be in satisfaction of the provisions of the Act regarding shareholder meetings.
b) Ordinary Resolutions: an ordinary resolution shall be passed where at least a majority of the shareholders entitled to vote have agreed to the resolution.
c) Special Resolutions: a special resolution shall be passed where two-thirds of the shareholders entitled to vote have agreed to the resolution.
d) Sole Shareholder: in the event the corporation has only one shareholder, all meetings of the corporation, whether ordinary or special, shall be conducted by way of resolutions.
3. QUORUM
A quorum of shareholders shall be established when 10% of the shareholders are actually present at a meeting thereof, whether in person or represented by proxy, as described hereunder. Such a quorum does not need to subsist for the duration of the meeting, provided that the outset of the meeting was initiated by such quorum.
4. PROXY
Proxyholder: a shareholder entitled to vote at meetings may appoint one or more individuals to act as a proxy (also known as a proxyholder) in their absence. Such nomination shall be done using a proxy form - a formal document that appoints an individual to act on behalf of a shareholder - such form being approved by the board of directors from time to time. The document must be executed by the absent shareholder and it must state the name or names of the proxyholder or proxyholders, including their authority and scope of powers at the meeting. The proxy form must be deposited with the corporation not later than 48 hours before the meeting.
5. SHAREHOLDER REPRESENTATIVES
a) Executor or Trustee: an estate trustee, administrator or executor is entitled to become a registered holder of a shareholder's shares in the corporation with all of the rights attached thereto, or appoint a person. Where required, proof of such entitlement shall be tendered to the corporation. Proof shall include a certified copy of a grant of probate or a certificate of appointment of estate trustee from the court or letters probate. If proof is not necessary in the circumstances, a person may become the registered holder of shares by tendering to the corporation the share certificate that was held by the shareholder, or where the corporation operates on an uncertificated-security basis, the notice to holder shall be tendered to the corporation along with other sufficient proof that the executor or trustee is entitled to become the holder of shares. When a transfer is undertaken from the deceased to an estate trustee, such transfer shall be recorded and held in the records of the corporation and the corporation shall treat the new holder of the shares as the owner thereof, until such time as the estate trustee can transfer ownership to the beneficial owners prescribed under a Last Will and Testament or a unanimous shareholders agreement, as the case may be. The estate trustee holding the shares shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to the Last Will and Testament or a unanimous shareholders agreement, where there is more than one estate trustee acting, any one of such trustees named who attends at a shareholders meeting shall have the ability to make decisions. If more than one trustee is present at a meeting, they shall vote together as one and the same.
b) Power of Attorney: where a shareholder appoints an attorney under a power of attorney for property, the corporation shall treat such attorney as the registered holder of the security. The named attorney shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to the power of attorney instrument or a unanimous shareholders agreement, where there is more than one attorney acting, any one of such attorneys named who attends at a shareholders meeting shall have the ability to make decisions. If more than one attorney is present at a meeting, they shall vote together as one and the same.
c) Guardian: where a minor has a guardian for property, or where there is a guardian for property for a person incapable of managing their property, the corporation shall treat such guardian as the registered holder of the shares. The guardian shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to a court order appointing a guardian, where there is more than one guardian acting, any one of such guardians who attends at a shareholders meeting shall have the ability to make decisions. If more than one guardian is present at a meeting, they shall vote together as one and the same.
d) Corporate Shareholder: where a shareholder of the corporation is a corporation itself, such corporation may authorize an individual to represent its interests at a shareholder meeting. To prove that the individual is authorized to represent the corporate shareholder at a meeting, a certified copy of a board resolution shall be deposited with the corporation prior to such meeting.
6. VOTING
a) Voting Rights: unless the articles of incorporation provide otherwise, shareholders with voting rights, as indicated in the register of shareholders in the corporate minute book and the articles, shall only have one (1) vote count at a meeting of shareholders, notwithstanding the number and type of share held, whether such vote is used at a meeting of shareholders or executing resolutions in lieu thereof. Unless the shareholders consent, only those shareholders with voting rights may attend the meeting. In the event shares have been mortgaged, the shareholder thereof may still exercise all rights, conditions and restrictions attaching to the shares, unless such mortgage instrument explicitly states that the mortgagee shall exercise those rights, conditions and restrictions.
b) Casting Vote: all issues and motions raised at a meeting of shareholders shall be determined by majority rule, except in the case of special meetings. In the event of a tie vote, the chairperson of the meeting shall have a casting vote to break said tie.
7. SHOW OF HANDS
a) Proof: unless ordered as a ballot-vote by the chairman, or a shareholder or proxy thereof, votes shall be carried out by show of hands during meetings. The minutes of the meeting shall record the number of hands that were raised against the offsetting total shareholders.
b) Number of Shares: at a meeting of the shareholders, a show of hands shall count as only one vote despite the number of voting power a shareholder possesses.
8. BALLOT
A shareholder or proxyholder may demand at any time to vote by ballot. Such a ballot shall be an official document by which shareholders vote on important matters at a shareholders meeting, either physically or electronically. Once an issue or motion is raised, the shareholders cast their vote by filling out the ballot. When taking ballots, only one vote shall be considered regardless of the voting powers of the shareholders.
9. SHARES HELD JOINTLY
a) Joint Owners: in the event two or more shareholders hold shares jointly, there need only be one shareholder present at a meeting of shareholders, either in person or by proxy, in order to cast a vote. If each joint shareholder is present, only one vote cast shall count. Where there are conflicting votes from joint shareholders, the chairperson of the meeting shall have the ability to determine the direction of the vote.
b) Death: where one joint owner dies, the other joint owner or owners shall have a right of survivorship, and the corporation shall, upon sufficient proof of death, treat the remaining living owner or owners as rightful holders of such security.
10. ADJOURNMENT
On consent of the shareholders of the meeting, the chairperson of the board shall have the authority to adjourn such meeting from time to time and from place to place, as may be permitted by law, by these bylaws, or by a unanimous shareholders agreement. If the meeting is adjourned in less than 30 days, notice of such meeting is not required.
ARTICLE II - DIRECTORS
1. RESPONSIBILITIES
a) Powers: subject to a unanimous shareholders agreement, the board of directors are authorized and empowered to manage the business affairs of the corporation.
b) Requirements: in order to become a director of the corporation, the following requirements must be met: the director must be an individual (as opposed to a corporation, trust or otherwise), must be at least eighteen (18) years of age, must not be bankrupt, and must be of sound mind. Canadian Residents: The board of directors of the corporation must be composed of at least 25% of Canadian residents. If the board is composed of fewer than four directors, at least one of them must be a resident of Canada. However, if the corporation is that of a prescribed business sector under the Act, including a business that conducts uranium mining, publishes books, sells books, or conducts film or video distribution, at least a majority of the directors must be residents of Canada.
2. MEETINGS
a) First Meeting: after initial incorporation, the first directors named in the articles of incorporation may, until the first shareholders meeting, transact the following business by giving at least five (5) days notice, which can be waived, of such meeting to each director:
b) Annual Meetings: the board of directors of the corporation shall meet annually to review and approve the corporation's financial statements prior to tendering them to the shareholders for confirmation or rejection at their respective annual meeting, which shall take place subsequent to the directors' annual meeting. Once the shareholders have held their respective meeting and have appointed or re-appointed the board of directors, the new board may immediately conduct its meeting, the main purpose of which shall be to appoint or re-appoint officers of the corporation.
c) General Meetings: the board of directors may call general meetings at any given time to transact business. Such a meeting may only be called by a quorum of directors, described hereunder.
d) Notice of Meetings: notice of the time and place of the directors meeting shall be sent to each director of the corporation with at least ________ days notice before such meeting.
e) Place of Meetings: Where directors meet physically, meetings shall take place at any location that the board of directors determines from time to time, whether inside or outside of Canada or the governing jurisdiction.
3. RESOLUTIONS
Board of Directors Resolution: rather than attend a physical meeting, all of the directors entitled to vote at the meeting may opt to sign resolutions in lieu thereof, and such shall be in satisfaction of the provisions of the Act regarding meetings of the directors, a copy of which shall be kept in the minute book or records of the corporation. An entry into the records of the corporation stating that the resolution has passed or failed shall be sufficient evidence without the need to record the number of votes in favour or against the said resolution.
4. DIRECTOR CONSENT
Once appointed, if the director was not present at the meeting where the appointment took place, the director must consent to acting as such within 10 days of the appointment.
5. QUORUM
a) Quorum: where the corporation has fewer than three (3) directors, all of the directors must be present at a board of directors meeting in order to constitute a quorum.
b) Vacancy: where there is a vacancy on the board of directors, the remaining directors may nevertheless exercise all powers conferred on them provided that there is at least a quorum of directors present, as described herein.
6. VOTING
a) Meetings: at all meetings of the board of directors, every motion or issue raised shall be determined by majority vote.
b) Casting Vote: in the event of a tie vote, the chairperson of the meeting shall have a second or casting vote to break said tie.
7. MEETING CHAIRPERSON
The meeting chairperson shall be responsible for heading the board of directors at all meetings. The chairperson shall also be responsible for overseeing the corporation's officers and executives. A board chairperson may be appointed from time to time as the corporation sees fit. If a chairperson is not appointed, the President of the corporation who is a director shall be deemed the chairperson. Where such a chairperson is not present, the board of directors may select one among them to act as chairperson.
8. COMMITTEES
The board of directors of the corporation may, from their number, appoint a managing director or a committee, and may delegate such powers as the directors themselves possess. Despite the foregoing, directors cannot delegate to a managing director or a committee the right to submit to shareholders any question or matter requiring shareholder approval; appoint or remove the chief executive officer, the chief financial officer or president of the corporation; declare dividends; redeem shares; adopt, repeal or amend bylaws; and any other matter pursuant to the Act.
9. CESSATION OF DIRECTORS
a) Removal: shareholders may remove any director by ordinary resolution at an annual meeting or special meeting before the expiration of their term, and may elect a successor.
b) Resignation: directors may resign at any time with the exception of the first directors of the board where the shareholders have not held their first meeting, unless such resigning director has found a successor. The resignation shall be effective when the corporation receives it from the director, or at the time the resignation so specifies.
c) Disqualification: in accordance with the Act, when a director becomes disqualified based on the legal criteria described therein, and in accordance with subclause Requirements hereof, they shall cease to hold office.
d) Death: directors cease to hold office upon death. If such director also held shares, the Shareholder Representatives clause hereof shall govern.
10. REMUNERATION
a) Compensation: subject to a unanimous shareholders agreement, each member of the board of directors receives reasonable compensation for serving on the Board. The board of directors shall fix the amount of remuneration from time to time. Such remuneration shall be in addition to other compensation earned in a different capacity.
11. DISCLOSURE OF CONFLICT
a) Disclosure: a director shall make full and frank disclosure, either written or entered in the minutes of the meetings of the directors, of any conflicting interest as a result of being a party to a material contract or transaction with the corporation, or where the director has an interest in a corporation, an individual, a trust, or an executor, etc., who is a party to a material contract or transaction with the corporation.
b) Timing of Disclosure: a director shall disclose their competing interests at the meeting when the material contract is discussed, or whenever the director's interest in such contract becomes conflicting. If a director is elected after they had an interest, such disclosure shall be made at the first directors meeting.
c) Approval: in the event that all of the directors are required to make a disclosure of competing interest, only the shareholders may approve such material contract or transaction.
d) Accountability: directors, acting in good faith, with competing interests shall not be accountable to the corporation and its shareholders for any gain or loss resulting from such material contract or transaction, nor shall such contract be void or voidable, if the director disclosed their competing interest and such was reasonable in the circumstances and approved by the shareholders by special resolution.
e) Prohibited Voting: unless the competing interest in a material contract concerns a director's remuneration, insurance, or an affiliate, such director shall be prohibited from voting at a meeting of the directors, or from voting on a resolution. Where such prohibited vote reduces the number of directors required to constitute a quorum, the remaining directors for purposes of voting on the resolution shall be deemed to constitute a quorum notwithstanding the reduction by virtue of the said prohibited vote.
12. LIABILITY
a) Acting: directors when acting for the corporation shall act with integrity and in a good faith manner with a view to the corporation's best interests.
b) Indemnification: the corporation shall indemnify any director involved in a civil, administrative or criminal proceeding as a result of their position as such director, including any amount required to satisfy a judgment, to the fullest extent permitted by law as it now exists or may be amended in the future to expand such rights, unless such aforesaid proceeding arose from gross negligence, fraud, criminal activity or other reason for which the court may render the director at fault. For greater certainty, the corporation shall indemnify a director if they acted in good faith with a view to the best interests of the corporation and the director reasonably believed that their conduct was lawful.
c) Limitation of Liability: subject to the duty of the directors to act in good faith, directors and officers shall not be liable for any action, omission, negligence, or defaults of the other.
ARTICLE III - OFFICERS
1. APPOINTMENT
Subject to any unanimous shareholders agreement, the board of directors may appoint the officers of the corporation and specify their respective duties to the extent permitted by applicable law. Directors themselves may become an appointed officer of the corporation, and the same individual may hold more than one office. The board of directors may amend, revoke, or limit the powers of the officers from time to time in their discretion.
2. OFFICES
a) President: the corporation shall have a President who will be the chief executive officer (CEO) whose obligations shall consist of managing the business affairs of the corporation, under the authority of the board of directors.
b) Vice-President: if the President is absent, the Vice-President may act in the President's stead, including management of the business. The Vice-President's duties shall further include assisting the President with their respective duties of managing the business affairs.
c) Secretary: the secretary shall be responsible for organizing meetings, taking meeting minutes, or organizing resolutions for signature. The Secretary shall be charged with providing the necessary notices to shareholders, directors, and other necessary parties. The Secretary will be charged with additional duties as the board of directors deems fit from time to time.
d) Treasurer: the Treasurer shall be charged with all financial responsibilities of the corporation, whether or not such is undertaken personally or delegated to the corporation's accountant or tax advisor as determined by the corporation who may or may not have appointed such accounting firm. The Treasurer shall ensure that all monies flowing in and out of the corporation shall be deposited with the appropriate banking institution in the appropriate bank account. When required by the board of directors, the Treasurer shall submit an account of transactions containing all receipts and disbursements. The Treasurer will be charged with additional duties as the board of directors deems fit from time to time.
e) Chairperson: the board of directors may appoint a member thereof to become chairperson of the board. The chairperson shall be charged with leading meetings of the board of directors, organizing committees, and other responsibilities as the board may prescribe from time to time. In the event no chairperson is appointed, the President of the corporation shall be deemed chairperson.
f) Other Officers: any other officer appointed to act for the organization shall carry on the role as prescribed by law or by the board of directors.
3. TERM
Subject to the removal rights of the board of directors as described hereunder, officers shall be elected annually by the board of directors. Each officer shall hold office for a fixed term of ________.
4. REMOVAL
The board of directors shall at all times have the ability to remove an officer from office. In spite of the foregoing, the board of directors may only remove an officer from office with just cause.
5. VACANCY
In the event of a vacancy in the offices of the President, Secretary or Treasurer, whether by reason of removal, resignation, disqualification, or death, the board of directors shall, by resolution, appoint a person to fill such vacancy.
6. REMUNERATION
a) Compensation: subject to a unanimous shareholders agreement, the board of directors may fix, from time to time, the remuneration of its officers and employees. Such remuneration shall be in addition to other compensation earned in a different capacity.
7. DISCLOSURE OF CONFLICT
a) Disclosure: an officer shall make full and frank disclosure, either written or entered in the minutes of directors meetings, of any conflicting interest as a result of being a party to a material contract or transaction with the corporation, or where the officer has an interest in a corporation, an individual, a trust, or an executor, etc., who is a party to a material contract or transaction with the corporation.
b) Timing of Disclosure: an officer who is not a director of the corporation shall make such disclosure forthwith after becoming aware that such a material contract shall be discussed at an upcoming directors meeting, or has already been discussed thereat. If an officer becomes interested after the contract is made, such disclosure shall be made immediately after becoming interested. If an officer is appointed after they had an interest, such disclosure shall be made immediately after such appointment.
c) Accountability: officers, acting in good faith, with competing interests shall not be accountable to the corporation and its shareholders for any gain or loss resulting from such material contract or transaction, nor shall such contract be void or voidable, if the officer disclosed their competing interest and such was reasonable in the circumstances and approved by the shareholders by special resolution.
8. LIABILITY
a) Acting: officers when acting for the corporation shall act with integrity and in a good faith manner with a view to the corporation's best interests.
b) Indemnification: the corporation shall indemnify any officer involved in a civil, administrative or criminal proceeding as a result of their position as such officer, including any amount required to satisfy a judgment, to the fullest extent permitted by law, unless such aforesaid proceeding arose from gross negligence, fraud, criminal activity or other reason for which the court may render the officer at fault. For greater certainty, the corporation shall indemnify an officer if they acted in good faith with a view to the best interests of the corporation and the officer reasonably believed that their conduct was lawful.
ARTICLE IV - GENERAL
1. HEAD OFFICE
Pursuant to the provisions of the Act, the corporation may have a registered office within its governing jurisdiction, and may, from time to time, change its location by appropriate resolution, whether such change is within a municipality or geographic location or outside of such municipality or geographic location in the governing jurisdiction.
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3. REFERRAL FEE
Subject to securities laws, the corporation may pay a referral fee to any individual, trust, or other person of the corporation who refers a shareholder to the corporation and that shareholder acquires shares in same.
4. EXECUTION OF DOCUMENTS
Signing Authority: the corporation's President and Treasurer or Secretary, or any assistant thereto, may sign any legal instrument, contract, deed, transfer, assignment, or other document as the board of directors may allow from time to time.
5. NOTICES
Any time notices are given under these bylaws, the date of giving notice and the meeting date itself shall not count towards the notice period. Failure to provide notice or non-delivery thereof shall not nullify actions taken at a meeting unless such failure or non-delivery substantially interferes with the meeting. The beginning of the notice period shall be the day following the event that triggered the period and the the ending of the notice period shall be the last day of the period at midnight, unless such beginning or ending day falls on a Sunday or Holiday in which case the beginning or ending day, as the case may be, shall be the following day. Notices may be sent by fax, to the latest addresses as shown in the records of the corporation, or the e-mail addresses of the respective recipients to the notice. Notices may be waived by any shareholder, proxyholder, director, officer or other members to whom notice is given.
6. SHARES
a) Issuance: the directors may issue shares to individuals, trusts, corporations or other persons as they deem appropriate in the circumstances from the authorized and unissued capital of the corporation, whether partial or full shares, in consideration for either money, property or past services. The amount received for such issuance of shares shall be added to the stated capital account in respect of the class of shares or series of shares that were issued. Where shares were issued for property or past services, the board of directors shall determine the amount of money they would have received in exchange for the issuance of shares and such amount shall be added to the stated capital account of the respective share class.
b) Certificates: if the corporation operates on a certificated-security basis, the holder of shares shall receive a share certificate from the corporation stating the name of the corporation, the jurisdiction, to whom the shares were issued, and the number and class or a series of shares held. Share certificates need not be under corporate seal. Subject to the Act, if the corporation operates on an uncertificated-security basis, the holder of shares shall receive a notice to holder outlining the information required on a share certificate.
7. DIVIDENDS
Provided the corporation satisfies its solvency and liability tests as described by the Act and subject to any unanimous shareholders agreement, the corporation may declare and pay dividends on the issued and outstanding shares. Dividends may be in the form of the issuance of fully paid shares, property, or money. Payment of dividends shall be in the form as directed by shareholders, and may include cheque, e-transfer, wire transfer, etc., so long as the payment can be traced and recorded for legal and accounting purposes and is done using proper financial channels.
8. EFFECTIVE DATE
Subject to the Act, these bylaws are effective once enacted by the board of directors.
ENACTED by the board on ________
___________________________________
Name:
CONFIRMED by the shareholders on ________
___________________________________
Name:
CORPORATE BYLAWS
OF
________
BE IT HEREBY ENACTED AND CONFIRMED BY THE CORPORATION the following corporate bylaws executed pursuant to the provisions of the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (or any successor legislation or consolidation, repeal, amendment or substitute therefor) (hereinafter the "Act"):
ARTICLE I - SHAREHOLDERS
1. MEETINGS
a) Annual Meetings: the shareholders of the corporation shall meet annually for purposes of reviewing the financial statements; inspect the auditor or accountant's report; elect directors; consent to audit exemption; confirm, reject or amend bylaws. Annual meetings shall occur not later than fifteen (15) months after the last meeting. And in no case shall meetings occur later than six (6) months after the corporation's fiscal year-end. Meetings should occur promptly after the corporation's financial statements have been prepared by the corporation's accountant and the board of directors reviewed them. Once reviewed and accepted, the board shall tender the statements for shareholder confirmation or rejection.
b) Special Meetings: meetings concerning any matter other than the above-noted purposes described under subsection Annual Meetings, shall constitute a special meeting. The shareholders may at any time call a special meeting. Special meetings are required for fundamental changes, including a name change, amending the articles of incorporation, altering the share structure or share provisions, and more.
c) Notice of Meetings: notice of a meeting of the shareholders shall be sent to each shareholder entitled to vote thereat not less than twenty-one (21) days before such meeting. The notice shall be sent to (i) each shareholder entitled to vote, (ii) each director, and where applicable, (iii) the corporation's auditor. Any shareholder is entitled to waive notice of a meeting. In the event of a special meeting, the notice of meeting shall state the nature thereof, including issues that may be raised, and shall also include the special resolution to be submitted.
d) Place of Meetings: Where shareholders meet physically, meetings shall take place at any location that the board of directors determines from time to time.
2. RESOLUTIONS
a) Resolutions in lieu of meetings: rather than attending a physical meeting, shareholders may opt to sign resolutions in lieu thereof, and such shall be in satisfaction of the provisions of the Act regarding shareholder meetings.
b) Ordinary Resolutions: an ordinary resolution shall be passed where at least a majority of the shareholders entitled to vote have agreed to the resolution.
c) Special Resolutions: a special resolution shall be passed where two-thirds of the shareholders entitled to vote have agreed to the resolution.
d) Sole Shareholder: in the event the corporation has only one shareholder, all meetings of the corporation, whether ordinary or special, shall be conducted by way of resolutions.
3. QUORUM
A quorum of shareholders shall be established when 10% of the shareholders are actually present at a meeting thereof, whether in person or represented by proxy, as described hereunder. Such a quorum does not need to subsist for the duration of the meeting, provided that the outset of the meeting was initiated by such quorum.
4. PROXY
Proxyholder: a shareholder entitled to vote at meetings may appoint one or more individuals to act as a proxy (also known as a proxyholder) in their absence. Such nomination shall be done using a proxy form - a formal document that appoints an individual to act on behalf of a shareholder - such form being approved by the board of directors from time to time. The document must be executed by the absent shareholder and it must state the name or names of the proxyholder or proxyholders, including their authority and scope of powers at the meeting. The proxy form must be deposited with the corporation not later than 48 hours before the meeting.
5. SHAREHOLDER REPRESENTATIVES
a) Executor or Trustee: an estate trustee, administrator or executor is entitled to become a registered holder of a shareholder's shares in the corporation with all of the rights attached thereto, or appoint a person. Where required, proof of such entitlement shall be tendered to the corporation. Proof shall include a certified copy of a grant of probate or a certificate of appointment of estate trustee from the court or letters probate. If proof is not necessary in the circumstances, a person may become the registered holder of shares by tendering to the corporation the share certificate that was held by the shareholder, or where the corporation operates on an uncertificated-security basis, the notice to holder shall be tendered to the corporation along with other sufficient proof that the executor or trustee is entitled to become the holder of shares. When a transfer is undertaken from the deceased to an estate trustee, such transfer shall be recorded and held in the records of the corporation and the corporation shall treat the new holder of the shares as the owner thereof, until such time as the estate trustee can transfer ownership to the beneficial owners prescribed under a Last Will and Testament or a unanimous shareholders agreement, as the case may be. The estate trustee holding the shares shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to the Last Will and Testament or a unanimous shareholders agreement, where there is more than one estate trustee acting, any one of such trustees named who attends at a shareholders meeting shall have the ability to make decisions. If more than one trustee is present at a meeting, they shall vote together as one and the same.
b) Power of Attorney: where a shareholder appoints an attorney under a power of attorney for property, the corporation shall treat such attorney as the registered holder of the security. The named attorney shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to the power of attorney instrument or a unanimous shareholders agreement, where there is more than one attorney acting, any one of such attorneys named who attends at a shareholders meeting shall have the ability to make decisions. If more than one attorney is present at a meeting, they shall vote together as one and the same.
c) Guardian: where a minor has a guardian for property, or where there is a guardian for property for a person incapable of managing their property, the corporation shall treat such guardian as the registered holder of the shares. The guardian shall have all rights, conditions and restrictions attached to those shares and may vote in accordance therewith. Subject to a court order appointing a guardian, where there is more than one guardian acting, any one of such guardians who attends at a shareholders meeting shall have the ability to make decisions. If more than one guardian is present at a meeting, they shall vote together as one and the same.
d) Corporate Shareholder: where a shareholder of the corporation is a corporation itself, such corporation may authorize an individual to represent its interests at a shareholder meeting. To prove that the individual is authorized to represent the corporate shareholder at a meeting, a certified copy of a board resolution shall be deposited with the corporation prior to such meeting.
6. VOTING
a) Voting Rights: unless the articles of incorporation provide otherwise, shareholders with voting rights, as indicated in the register of shareholders in the corporate minute book and the articles, shall only have one (1) vote count at a meeting of shareholders, notwithstanding the number and type of share held, whether such vote is used at a meeting of shareholders or executing resolutions in lieu thereof. Unless the shareholders consent, only those shareholders with voting rights may attend the meeting. In the event shares have been mortgaged, the shareholder thereof may still exercise all rights, conditions and restrictions attaching to the shares, unless such mortgage instrument explicitly states that the mortgagee shall exercise those rights, conditions and restrictions.
b) Casting Vote: all issues and motions raised at a meeting of shareholders shall be determined by majority rule, except in the case of special meetings. In the event of a tie vote, the chairperson of the meeting shall have a casting vote to break said tie.
7. SHOW OF HANDS
a) Proof: unless ordered as a ballot-vote by the chairman, or a shareholder or proxy thereof, votes shall be carried out by show of hands during meetings. The minutes of the meeting shall record the number of hands that were raised against the offsetting total shareholders.
b) Number of Shares: at a meeting of the shareholders, a show of hands shall count as only one vote despite the number of voting power a shareholder possesses.
8. BALLOT
A shareholder or proxyholder may demand at any time to vote by ballot. Such a ballot shall be an official document by which shareholders vote on important matters at a shareholders meeting, either physically or electronically. Once an issue or motion is raised, the shareholders cast their vote by filling out the ballot. When taking ballots, only one vote shall be considered regardless of the voting powers of the shareholders.
9. SHARES HELD JOINTLY
a) Joint Owners: in the event two or more shareholders hold shares jointly, there need only be one shareholder present at a meeting of shareholders, either in person or by proxy, in order to cast a vote. If each joint shareholder is present, only one vote cast shall count. Where there are conflicting votes from joint shareholders, the chairperson of the meeting shall have the ability to determine the direction of the vote.
b) Death: where one joint owner dies, the other joint owner or owners shall have a right of survivorship, and the corporation shall, upon sufficient proof of death, treat the remaining living owner or owners as rightful holders of such security.
10. ADJOURNMENT
On consent of the shareholders of the meeting, the chairperson of the board shall have the authority to adjourn such meeting from time to time and from place to place, as may be permitted by law, by these bylaws, or by a unanimous shareholders agreement. If the meeting is adjourned in less than 30 days, notice of such meeting is not required.
ARTICLE II - DIRECTORS
1. RESPONSIBILITIES
a) Powers: subject to a unanimous shareholders agreement, the board of directors are authorized and empowered to manage the business affairs of the corporation.
b) Requirements: in order to become a director of the corporation, the following requirements must be met: the director must be an individual (as opposed to a corporation, trust or otherwise), must be at least eighteen (18) years of age, must not be bankrupt, and must be of sound mind. Canadian Residents: The board of directors of the corporation must be composed of at least 25% of Canadian residents. If the board is composed of fewer than four directors, at least one of them must be a resident of Canada. However, if the corporation is that of a prescribed business sector under the Act, including a business that conducts uranium mining, publishes books, sells books, or conducts film or video distribution, at least a majority of the directors must be residents of Canada.
2. MEETINGS
a) First Meeting: after initial incorporation, the first directors named in the articles of incorporation may, until the first shareholders meeting, transact the following business by giving at least five (5) days notice, which can be waived, of such meeting to each director:
b) Annual Meetings: the board of directors of the corporation shall meet annually to review and approve the corporation's financial statements prior to tendering them to the shareholders for confirmation or rejection at their respective annual meeting, which shall take place subsequent to the directors' annual meeting. Once the shareholders have held their respective meeting and have appointed or re-appointed the board of directors, the new board may immediately conduct its meeting, the main purpose of which shall be to appoint or re-appoint officers of the corporation.
c) General Meetings: the board of directors may call general meetings at any given time to transact business. Such a meeting may only be called by a quorum of directors, described hereunder.
d) Notice of Meetings: notice of the time and place of the directors meeting shall be sent to each director of the corporation with at least ________ days notice before such meeting.
e) Place of Meetings: Where directors meet physically, meetings shall take place at any location that the board of directors determines from time to time, whether inside or outside of Canada or the governing jurisdiction.
3. RESOLUTIONS
Board of Directors Resolution: rather than attend a physical meeting, all of the directors entitled to vote at the meeting may opt to sign resolutions in lieu thereof, and such shall be in satisfaction of the provisions of the Act regarding meetings of the directors, a copy of which shall be kept in the minute book or records of the corporation. An entry into the records of the corporation stating that the resolution has passed or failed shall be sufficient evidence without the need to record the number of votes in favour or against the said resolution.
4. DIRECTOR CONSENT
Once appointed, if the director was not present at the meeting where the appointment took place, the director must consent to acting as such within 10 days of the appointment.
5. QUORUM
a) Quorum: where the corporation has fewer than three (3) directors, all of the directors must be present at a board of directors meeting in order to constitute a quorum.
b) Vacancy: where there is a vacancy on the board of directors, the remaining directors may nevertheless exercise all powers conferred on them provided that there is at least a quorum of directors present, as described herein.
6. VOTING
a) Meetings: at all meetings of the board of directors, every motion or issue raised shall be determined by majority vote.
b) Casting Vote: in the event of a tie vote, the chairperson of the meeting shall have a second or casting vote to break said tie.
7. MEETING CHAIRPERSON
The meeting chairperson shall be responsible for heading the board of directors at all meetings. The chairperson shall also be responsible for overseeing the corporation's officers and executives. A board chairperson may be appointed from time to time as the corporation sees fit. If a chairperson is not appointed, the President of the corporation who is a director shall be deemed the chairperson. Where such a chairperson is not present, the board of directors may select one among them to act as chairperson.
8. COMMITTEES
The board of directors of the corporation may, from their number, appoint a managing director or a committee, and may delegate such powers as the directors themselves possess. Despite the foregoing, directors cannot delegate to a managing director or a committee the right to submit to shareholders any question or matter requiring shareholder approval; appoint or remove the chief executive officer, the chief financial officer or president of the corporation; declare dividends; redeem shares; adopt, repeal or amend bylaws; and any other matter pursuant to the Act.
9. CESSATION OF DIRECTORS
a) Removal: shareholders may remove any director by ordinary resolution at an annual meeting or special meeting before the expiration of their term, and may elect a successor.
b) Resignation: directors may resign at any time with the exception of the first directors of the board where the shareholders have not held their first meeting, unless such resigning director has found a successor. The resignation shall be effective when the corporation receives it from the director, or at the time the resignation so specifies.
c) Disqualification: in accordance with the Act, when a director becomes disqualified based on the legal criteria described therein, and in accordance with subclause Requirements hereof, they shall cease to hold office.
d) Death: directors cease to hold office upon death. If such director also held shares, the Shareholder Representatives clause hereof shall govern.
10. REMUNERATION
a) Compensation: subject to a unanimous shareholders agreement, each member of the board of directors receives reasonable compensation for serving on the Board. The board of directors shall fix the amount of remuneration from time to time. Such remuneration shall be in addition to other compensation earned in a different capacity.
11. DISCLOSURE OF CONFLICT
a) Disclosure: a director shall make full and frank disclosure, either written or entered in the minutes of the meetings of the directors, of any conflicting interest as a result of being a party to a material contract or transaction with the corporation, or where the director has an interest in a corporation, an individual, a trust, or an executor, etc., who is a party to a material contract or transaction with the corporation.
b) Timing of Disclosure: a director shall disclose their competing interests at the meeting when the material contract is discussed, or whenever the director's interest in such contract becomes conflicting. If a director is elected after they had an interest, such disclosure shall be made at the first directors meeting.
c) Approval: in the event that all of the directors are required to make a disclosure of competing interest, only the shareholders may approve such material contract or transaction.
d) Accountability: directors, acting in good faith, with competing interests shall not be accountable to the corporation and its shareholders for any gain or loss resulting from such material contract or transaction, nor shall such contract be void or voidable, if the director disclosed their competing interest and such was reasonable in the circumstances and approved by the shareholders by special resolution.
e) Prohibited Voting: unless the competing interest in a material contract concerns a director's remuneration, insurance, or an affiliate, such director shall be prohibited from voting at a meeting of the directors, or from voting on a resolution. Where such prohibited vote reduces the number of directors required to constitute a quorum, the remaining directors for purposes of voting on the resolution shall be deemed to constitute a quorum notwithstanding the reduction by virtue of the said prohibited vote.
12. LIABILITY
a) Acting: directors when acting for the corporation shall act with integrity and in a good faith manner with a view to the corporation's best interests.
b) Indemnification: the corporation shall indemnify any director involved in a civil, administrative or criminal proceeding as a result of their position as such director, including any amount required to satisfy a judgment, to the fullest extent permitted by law as it now exists or may be amended in the future to expand such rights, unless such aforesaid proceeding arose from gross negligence, fraud, criminal activity or other reason for which the court may render the director at fault. For greater certainty, the corporation shall indemnify a director if they acted in good faith with a view to the best interests of the corporation and the director reasonably believed that their conduct was lawful.
c) Limitation of Liability: subject to the duty of the directors to act in good faith, directors and officers shall not be liable for any action, omission, negligence, or defaults of the other.
ARTICLE III - OFFICERS
1. APPOINTMENT
Subject to any unanimous shareholders agreement, the board of directors may appoint the officers of the corporation and specify their respective duties to the extent permitted by applicable law. Directors themselves may become an appointed officer of the corporation, and the same individual may hold more than one office. The board of directors may amend, revoke, or limit the powers of the officers from time to time in their discretion.
2. OFFICES
a) President: the corporation shall have a President who will be the chief executive officer (CEO) whose obligations shall consist of managing the business affairs of the corporation, under the authority of the board of directors.
b) Vice-President: if the President is absent, the Vice-President may act in the President's stead, including management of the business. The Vice-President's duties shall further include assisting the President with their respective duties of managing the business affairs.
c) Secretary: the secretary shall be responsible for organizing meetings, taking meeting minutes, or organizing resolutions for signature. The Secretary shall be charged with providing the necessary notices to shareholders, directors, and other necessary parties. The Secretary will be charged with additional duties as the board of directors deems fit from time to time.
d) Treasurer: the Treasurer shall be charged with all financial responsibilities of the corporation, whether or not such is undertaken personally or delegated to the corporation's accountant or tax advisor as determined by the corporation who may or may not have appointed such accounting firm. The Treasurer shall ensure that all monies flowing in and out of the corporation shall be deposited with the appropriate banking institution in the appropriate bank account. When required by the board of directors, the Treasurer shall submit an account of transactions containing all receipts and disbursements. The Treasurer will be charged with additional duties as the board of directors deems fit from time to time.
e) Chairperson: the board of directors may appoint a member thereof to become chairperson of the board. The chairperson shall be charged with leading meetings of the board of directors, organizing committees, and other responsibilities as the board may prescribe from time to time. In the event no chairperson is appointed, the President of the corporation shall be deemed chairperson.
f) Other Officers: any other officer appointed to act for the organization shall carry on the role as prescribed by law or by the board of directors.
3. TERM
Subject to the removal rights of the board of directors as described hereunder, officers shall be elected annually by the board of directors. Each officer shall hold office for a fixed term of ________.
4. REMOVAL
The board of directors shall at all times have the ability to remove an officer from office. In spite of the foregoing, the board of directors may only remove an officer from office with just cause.
5. VACANCY
In the event of a vacancy in the offices of the President, Secretary or Treasurer, whether by reason of removal, resignation, disqualification, or death, the board of directors shall, by resolution, appoint a person to fill such vacancy.
6. REMUNERATION
a) Compensation: subject to a unanimous shareholders agreement, the board of directors may fix, from time to time, the remuneration of its officers and employees. Such remuneration shall be in addition to other compensation earned in a different capacity.
7. DISCLOSURE OF CONFLICT
a) Disclosure: an officer shall make full and frank disclosure, either written or entered in the minutes of directors meetings, of any conflicting interest as a result of being a party to a material contract or transaction with the corporation, or where the officer has an interest in a corporation, an individual, a trust, or an executor, etc., who is a party to a material contract or transaction with the corporation.
b) Timing of Disclosure: an officer who is not a director of the corporation shall make such disclosure forthwith after becoming aware that such a material contract shall be discussed at an upcoming directors meeting, or has already been discussed thereat. If an officer becomes interested after the contract is made, such disclosure shall be made immediately after becoming interested. If an officer is appointed after they had an interest, such disclosure shall be made immediately after such appointment.
c) Accountability: officers, acting in good faith, with competing interests shall not be accountable to the corporation and its shareholders for any gain or loss resulting from such material contract or transaction, nor shall such contract be void or voidable, if the officer disclosed their competing interest and such was reasonable in the circumstances and approved by the shareholders by special resolution.
8. LIABILITY
a) Acting: officers when acting for the corporation shall act with integrity and in a good faith manner with a view to the corporation's best interests.
b) Indemnification: the corporation shall indemnify any officer involved in a civil, administrative or criminal proceeding as a result of their position as such officer, including any amount required to satisfy a judgment, to the fullest extent permitted by law, unless such aforesaid proceeding arose from gross negligence, fraud, criminal activity or other reason for which the court may render the officer at fault. For greater certainty, the corporation shall indemnify an officer if they acted in good faith with a view to the best interests of the corporation and the officer reasonably believed that their conduct was lawful.
ARTICLE IV - GENERAL
1. HEAD OFFICE
Pursuant to the provisions of the Act, the corporation may have a registered office within its governing jurisdiction, and may, from time to time, change its location by appropriate resolution, whether such change is within a municipality or geographic location or outside of such municipality or geographic location in the governing jurisdiction.
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3. REFERRAL FEE
Subject to securities laws, the corporation may pay a referral fee to any individual, trust, or other person of the corporation who refers a shareholder to the corporation and that shareholder acquires shares in same.
4. EXECUTION OF DOCUMENTS
Signing Authority: the corporation's President and Treasurer or Secretary, or any assistant thereto, may sign any legal instrument, contract, deed, transfer, assignment, or other document as the board of directors may allow from time to time.
5. NOTICES
Any time notices are given under these bylaws, the date of giving notice and the meeting date itself shall not count towards the notice period. Failure to provide notice or non-delivery thereof shall not nullify actions taken at a meeting unless such failure or non-delivery substantially interferes with the meeting. The beginning of the notice period shall be the day following the event that triggered the period and the the ending of the notice period shall be the last day of the period at midnight, unless such beginning or ending day falls on a Sunday or Holiday in which case the beginning or ending day, as the case may be, shall be the following day. Notices may be sent by fax, to the latest addresses as shown in the records of the corporation, or the e-mail addresses of the respective recipients to the notice. Notices may be waived by any shareholder, proxyholder, director, officer or other members to whom notice is given.
6. SHARES
a) Issuance: the directors may issue shares to individuals, trusts, corporations or other persons as they deem appropriate in the circumstances from the authorized and unissued capital of the corporation, whether partial or full shares, in consideration for either money, property or past services. The amount received for such issuance of shares shall be added to the stated capital account in respect of the class of shares or series of shares that were issued. Where shares were issued for property or past services, the board of directors shall determine the amount of money they would have received in exchange for the issuance of shares and such amount shall be added to the stated capital account of the respective share class.
b) Certificates: if the corporation operates on a certificated-security basis, the holder of shares shall receive a share certificate from the corporation stating the name of the corporation, the jurisdiction, to whom the shares were issued, and the number and class or a series of shares held. Share certificates need not be under corporate seal. Subject to the Act, if the corporation operates on an uncertificated-security basis, the holder of shares shall receive a notice to holder outlining the information required on a share certificate.
7. DIVIDENDS
Provided the corporation satisfies its solvency and liability tests as described by the Act and subject to any unanimous shareholders agreement, the corporation may declare and pay dividends on the issued and outstanding shares. Dividends may be in the form of the issuance of fully paid shares, property, or money. Payment of dividends shall be in the form as directed by shareholders, and may include cheque, e-transfer, wire transfer, etc., so long as the payment can be traced and recorded for legal and accounting purposes and is done using proper financial channels.
8. EFFECTIVE DATE
Subject to the Act, these bylaws are effective once enacted by the board of directors.
ENACTED by the board on ________
___________________________________
Name:
CONFIRMED by the shareholders on ________
___________________________________
Name:
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