Articles of Association
ARTICLES OF ASSOCIATION
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1. The regulations contained in Table “A” in the first schedule to the Companies Act of Alberta, RSA 2000, as may be amended,, and any amendments thereto or regulations hereafter passed in substitution therefore shall not apply to the Company.
2. The headings used throughout these Articles shall not affect their construction.
3. Unless there is something in the subject matter or context inconsistent therewith, in these Articles the following terms or expressions shall have the following meanings, namely:
3.1 “Annual General Meeting” means the Annual General Meeting of the Members referred to in Article 7.
3.2 “Board” means the Directors for the Company for the time being.
3.3 “Companies Act” means the Companies Act of Alberta for the time being in force, as amended from time to time.
3.4 “Company” means the company first named above.
3.5 “Extraordinary General Meeting” means any meeting of the Members other than an Annual General Meeting.
3.6 “General Meeting” means an Annual General Meeting or an Extraordinary General Meeting.
3.7 “Member” means a person referred to in Article 5.
3.8 “Person” includes an individual, a partnership and a company.
3.9 “Special Resolution” means
(i) a resolution passed
(A) at a General Meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and
(B) by a majority of not less than 75% of the votes of those Members who, if entitled to do so, vote in person or by proxy,
(ii) a resolution proposed and passed as a special resolution at a General Meeting of which less than 21 days’ notice has been given, if all the Members entitled to attend and vote at that General Meeting so agree, or
(iii) (a resolution consented to in writing by all the Members who would have been entitled at a General Meeting4. Words importing the singular number include the plural number and vice versa. Words importing the masculine gender shall include the feminine, and words importing individuals include bodies corporate.
5. The Members of the Company shall be:
5.1 The subscribers to its Memorandum and Articles of Association; and
5.2 Each person who applies to become a Member and obtains the approval by ordinary resolution of the Board.
6. A Member will cease to be a Member:
6.1 upon giving notice in writing to the Company of their intention to withdraw from Membership and they shall cease to be a Member upon the date therein specified or its earlier acceptance by the Board; or
6.2 upon Special Resolution of the Members. Any Member named in such notice is entitled to be heard on the resolution at the meeting.
7. A General Meeting of the company shall be held annually at such time and place as may be determined in accordance with the provisions of the Companies Act by the Board.
8. Extraordinary General Meetings of the Company may be convened by the Board whenever they think fit or may be convened upon the requisition of the Members in the manner provided in the Companies Act for the convening of extra-ordinary General Meetings.
9. Meetings of Members shall be held within the Province of Alberta
10. Where it is proposed to pass a Special Resolution, notice of the special business to be dealt with and the general nature of such business, shall be served in the manner herein provided on the Members. It shall not be necessary to give notice of any adjourned meeting.
11. Irregularities in the notice of any General Meeting or in the giving thereof or the accidental omission to give notice of any General Meeting or the nonreceipt of any such notice by any Member or Members, shall not invalidate any resolution passed or any proceedings taken at any General Meeting and shall not prevent the holding of such General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
12. All business shall be deemed special that is dealt with at an Extraordinary General Meeting and all business shall be deemed special that is transacted at an Annual General Meeting, with the exception of a consideration of the financial statements, the report of the Directors, the report of the Auditors and the appointment of Auditors together with the conduct of any business which under these Articles or the Companies Act is required to be conducted at an Annual General Meeting.
13. No business shall be dealt with at a General Meeting unless a quorum is present at the time the meeting proceeds to conduct such business. Save as herein otherwise provided, two Members present representing in person or by proxy not less than 51% of the total number of Members shall be a quorum.
14. The Chairman of the Board or, in their absence, the President or, in their absence, a Vice-President (who is a Member) shall be entitled to take the chair at every General Meeting or, if at any meeting none of these officers shall be present within 30 minutes after the time appointed for holding such meeting, the Members present shall choose another Director as Chairman and, if no Director be present or if all the Directors present decline to take the chair, then the Members present shall choose one of their number to be Chairman of the meeting.
15. If within half an hour from the time appointed for the General Meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week, at the same time and place; and, if at such adjourned meeting a quorum is not present, the Members present, if at least two, shall be a quorum.
16. Every question submitted to a meeting shall be decided, unless a poll be demanded, by a show of hands and, in the case of an equality of votes, the Chairman of the meeting shall not, either on a show of hands or on a poll, have a casting vote.
17. At every General Meeting, unless a poll is demanded by the Chairman or by a Member (which poll may be demanded before or immediately after a vote by a show of hands), a declaration of the Chairman of the meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the books of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
18. If a poll is demanded, as aforesaid, it shall be taken in such manner as the Chairman of the meeting directs, and either at once or after an interval or adjournment, and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll was demanded. The demand for a poll may be withdrawn. For the purposes of any such polls, the Chairman of the meeting shall appoint two or more scrutineers with authority and power to conduct such poll, to canvas the votes of the Members and proxies and to examine into the qualification of voters. In the case of any dispute as to the admission or rejection of a vote by the scrutineers, the Chairman of the meeting shall determine the same and such determination made in good faith shall be final and conclusive.
19. The Chairman of a General Meeting may, with the consent of the meeting, adjourn the same from time to time and from place to place, but no business shall be dealt with at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
20. Any poll properly demanded on the election of a Chairman of a General Meeting or any question of adjournment shall be taken at the meeting and without adjournment.
21. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded.
22. At each General Meeting one or more scrutineers may be appointed by the Chairman to serve at the meeting. Such scrutineers need not be Members of the Company.
PERSONS ENTITLED TO BE PRESENT
23. The only persons entitled to attend a General Meeting shall be the Members, the auditor of the Company, counsel for the Company and any director or executive officer of the Company who is not a Member. Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of a majority of the Members at the meeting entitled to vote in person or by proxy.
VOTES OF MEMBERS
24. On a show of hands or on a poll each Member present in person or represented by proxy shall have one vote.
RESOLUTIONS IN WRITING
25. A resolution consented to in writing by all the Members who would have been entitled at any General Meeting to vote on such resolution shall be as valid and effectual as if it had been passed at a General Meeting duly called and constituted, it shall be held to relate back to any date therein stated to be the effective date thereof, and it shall be recorded in the minute books of the Company accordingly. Any such resolution may consist of one or several documents each duly signed by one or more Members.
26. Each Member of the Company may by means of a proxy appoint another Member of the Company as their nominee to attend, vote and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy may be in any effectual form acceptable to the Board and shall comply with the provisions of the Companies Act.
27. A proxy shall be executed by the Member or their attorney duly authorized in writing.
28. Proxies shall be deposited at the registered office of the Company or at such other place as may be specified in the notice of the General Meeting and any time prior to the time fixed for the holding of the meeting at which the person named in the proxy proposes to vote. In default of any such deposit, the proxy shall be invalid.
29. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy; provided no intimation in writing of the death or revocation shall have been received before the General Meeting at the place where proxies are required to be deposited.
30. The decision of the Chairman of any General Meeting, made in good faith, as to the validity of any instrument of proxy or its revocation shall be final and conclusive.
31. A Director must be a Member of the Company.
32. The number of Directors shall be not less than 2 nor more than 20.
33. At each Annual General Meeting all of the Directors howsoever appointed or elected shall retire from office. A retiring Director shall retain office until the dissolution of the meeting at which their successor is elected. A retiring Director shall be eligible for reelection.
34. The Members, at each Annual General Meeting, may fill up any two or more of the vacated offices and any other vacant office.
35. If at any Annual General Meeting at which an election of Directors ought to take place no such election takes place, the retiring Directors shall, continue to hold office until the Annual General Meeting in the next year and so on from year to year until an election takes place.
36. The Directors shall have the power from time to time and at any time to appoint any eligible person as a Director, either to fill a casual vacancy or as an addition to the Board; but so that the total number of Directors shall not at any time exceed the maximum number set out herein.
37. A Director who is temporarily out of the Province of Alberta, or about to temporarily go out of the Province of Alberta, may from time to time appoint any individual to be approved by the remaining Directors to be an alternate Director to act in their place during their absence from Alberta; and such appointee, while they holds the office of an alternate Director shall be entitled to notice of meetings of the Board and to attend and vote thereat accordingly but they shall not require any qualification or be entitled to any remuneration as such, and shall ipso facto vacate office if and when their appointor returns to the Province of Alberta or ceases to be a Director or removes the alternate Director from office.
38. Any appointment or removal under these Articles shall be effected, subject to the provisions of this Article, by notice in writing under the hand of the Director making the same, addressed to the Secretary of the Company at its registered office; and all the regulations of the Company for the time being in force with regard to Directors shall apply to an alternate Director appointed under this Article.
39. Unless otherwise agreed to by resolution of a simple majority of the Members at a General Meeting, a Director shall not be paid any compensation by the Company for their services as a Director. By resolution of the Board, a Director may be reimbursed by the Company for all reasonable out-of-pocket expenses necessarily incurred by them in the performance of their duties as a Director. Nothing in this paragraph contained shall preclude the Company from paying a salary to a Director who is also an employee of the Company on account of such employment.
40. A Director may retire from office upon giving notice in writing to the Company of their intention to do so; and such resignation shall take effect upon the earlier of the date therein specified or the date of acceptance by the Board.
41. The office of a Director shall, ipso facto, be vacated:
41.1 If they are found of unsound mind or upon their death;
41.2 If they become bankrupt; or
41.3 If they are removed by a resolution of the Members as herein provided.
42. The Members at a General Meeting may, by Special Resolution, remove any or all of the Directors before the expiration of their period of office and appoint another or other qualified individual or individuals in their stead; and the individual or individuals so appointed shall hold office during such time only as the Director or Directors in whose place they are appointed would have held the same if they had not been removed. Any Director named in such notice is entitled to be heard on the resolution at the meeting.
43. If at any time for any reason there are no Directors, the Members may by ordinary resolution appoint any eligible person(s) as Director(s) (but so that the maximum number of Directors fixed herein is not exceeded) to hold office until the next Annual General Meeting.
44. A Director contracting with, or interested in a proposed contract or arrangement with the Company shall declare their interest at the meeting of Directors at which the question of entering into the contract or arrangement is first taken into consideration or, if the Director is not at the date of that meeting interested in the proposed contract or arrangement, at the next meeting of the Directors held after they become so interested and, in a case where the Director becomes so interested in a contract after it is made, the said declaration shall be made at the first meeting of Directors held after the Director becomes so interested.
45. In any case where a Director has disclosed either a specific or general interest:
45.1 He shall not nor shall any partnership, syndicate, firm, institution, corporation or other entity in which the interest is disclosed be disqualified by reason of the interest from contracting or entering into an arrangement with the Company;
45.2 No such contract or arrangement shall be thereby avoided and every such contract or arrangement shall be valid and binding on the parties thereto;
45.3 He shall not, by reason only of holding the office of Director or the fiduciary relationship thereby established, be liable to account to the Company for any profit realized from any such contract or arrangement;
provided however, they shall not be entitled to vote in respect of the contract or arrangement.
PROCEEDINGS OF DIRECTORS
46. The Directors may meet together to conduct the activities of the Company, adjourn and otherwise regulate their meetings and proceedings. The Directors may establish the quorum necessary for the conduct of business; but, until the Directors determine otherwise, a majority of the Directors in office from time to time shall constitute a quorum.
47. The Chairman of the Board shall be the Chairman at all meetings of the Board. In the absence of the Chairman of the Board, the President for the time being of the Company or, in their absence, a Vice-President (who is a Director) shall be Chairman at meetings of the Board. If at any meeting of the Board, the Chairman of the Board and the President and all the eligible Vice-Presidents be absent or decline to act, the Directors present shall choose someone of their number to be Chairman of such meeting.
48. Questions arising at any meeting of the Board shall be decided by a majority of votes. Each Director shall have one vote. The Chairman of a meeting of the Board shall have a vote but, in the case of an equality of votes, they shall not be entitled to a second or casting vote.
49. The Chairman or the President may at any time, and the Secretary of the Company shall upon the request of a Director summon a meeting of the Board.
50. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which are for the time being vested in or exercisable by the Board.
51. The Board for the time being comprising the continuing Directors may act notwithstanding any vacancies in the Board.
52. A resolution in writing, signed by all the Directors for the time being in office without their meeting together, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted, shall be held to relate back to any date therein stated to be the effective date thereof, and shall be recorded in the minute books of the Company accordingly. Any such resolution may consist of one or several documents each duly signed by one or more Directors.
53. Any act done by any meeting of the Board, or by a committee of Directors, or by any person acting as a Director notwithstanding that it may afterwards be discovered that there was some defect in the election or appointment of the Board or committee or person acting as aforesaid or that they or any of them were disqualified, shall be as valid as if the Board or committee or person had been duly elected or appointed and was qualified.
54. Meetings of the Board shall be held within the Province of Alberta. The Directors may make regulations in regard to the manner and time that notice shall be given of such meetings. Until such regulations are made, meetings of the Board may be held at any time without formal notice if all the Directors are present or those absent have signified their consent in writing, either prior or subsequent to the meeting, to such meeting being held in their absence; and notice of any meeting, where notice has not been dispensed with, delivered or faxed to each Director at their ordinary address 2 days prior to such meeting shall be sufficient notice of any meeting of the Directors. Notice of any meeting or irregularity in any meeting or in the notice thereof may be waived by any Director. The Directors may by resolution appoint a regular time and place for meetings, and, after the entry of such resolution upon the minutes of the meeting at which it was passed no further or other notice of such time and place shall be necessary. Immediately upon the conclusion of the Annual General Meeting a meeting of the Directors may be held, provided a quorum of Directors be present, and notice of such meeting shall not be necessary.
55. The Directors shall cause minutes to be duly entered in books provided for the purpose:
55.1 of all appointments of officers;
55.2 of the names of the Directors present at each meeting of the Directors and of any committee of Directors;
55.3 all resolutions made by the Directors and committees of Directors;
55.4 of all resolutions and proceedings of meetings of Members;
and any such minutes of any meeting of the Directors or of any committees of Directors, or of the Members if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
POWERS OF DIRECTORS
56. The management of the activities of the Company shall be vested in the Directors who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in General Meeting but, subject nevertheless to the provisions of the Companies Act and of these Articles and to any regulations, from time to time made by the Company in General Meeting provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.
57. The Board is hereby authorized from time to time:
57.1 to borrow money and obtain advances upon the credit of the Company from any bank, corporation, firm or person upon such terms, to such an extent and in such manner as it, in its discretion, may deem expedient;
57.2 to limit or increase the amount to be borrowed;
57.3 to issue or cause to be issued bonds, debentures or other securities of the Company and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as it may deem expedient;
57.4 to hypothecate, mortgage, charge, pledge, cede and transfer the property, undertaking and rights, real or personal, movable or immovable, or mixed, of the Company now owned or hereafter acquired, or both, to secure any bonds, debentures or other securities or any money borrowed or any other liability of the Company;
57.5 as security for any discounts, overdrafts, loans, credits, advances or other indebtedness or liability of the Company to any bank, corporation, firm or person and interest thereon, to hypothecate, mortgage, pledge and give to any bank, corporation, firm or person any or all of the Company’s property, real or personal, movable or immovable, or mixed, now owned or hereafter acquired, or both, and to give such security thereon as may be taken by a bank under the provisions of the Bank Act, and to renew, alter, vary or substitute such security from time to time with authority to enter into promises to give security under the Bank Act for any indebtedness contracted or to be contracted;
57.6 to exercise generally all or any of the rights or powers which the Company itself may exercise.
58. The Board may open one or more accounts for the Company, designate signing officers, and generally execute all documents or agreements and do all things incidental to or in connection with the transaction of the Company’s dealings with any bank, trust company or other depository.
59. The Board from time to time in its discretion may delegate to other persons the banking powers conferred by these Articles on the Board and may authorize officers, employees or other persons to sign cheques, execute agreements and documents and transact the Company’s dealings with any bank, trust company or other depository.
60. The Company shall have a corporate seal which shall be of such form and device as may be adopted by the Directors, and the Directors may make such provisions as they see fit with respect to the affixing of the said seal and the appointment of a director or Directors or other persons to attest by their signatures that such seal was duly affixed.
61. Until otherwise resolved, the affixing of the seal shall be attested by the signature of any two officers of the Company or of any two Directors of the Company or by any one director and any one officer of the Company; provided that in the case of any unilateral certificate or other written statement of fact given by the Company or by the officers of the Company, the affixing of the seal may be attested by the signature of any one or more executive officer of the Company.
62. The Board may appoint committees consisting of such persons as it may think fit, and may from time to time revoke such appointments. Any committee appointed by the Board may perform such duties and exercise such powers as may be directed or delegated to it by the Board from time to time.
63. A committee appointed by the Board shall, in the exercise of its duties and powers, conform to any regulations which may from time to time be imposed upon it by the Board.
64. Any committee appointed by the Board shall keep adequate records of its proceedings, actions and decisions and written minutes of its meetings. Provided always that any action taken with the written approval of all Members of a committee shall be as valid and effectual as if it had been approved at a meeting of the committee duly called and constituted.
65. The executive officers of the Company shall be the President, a Treasurer and a Secretary or a President and a Secretary-Treasurer. The President, Treasurer and Secretary may be elected by the Board at the first or any subsequent meeting of the Board held after each Annual General Meeting. The Board may also elect or appoint at any time and from time to time as officers or executive officers a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, a Comptroller, a General Manager or Managing Director and such other officers or executive officers as the Board, from time to time, deems expedient. All officers and executive officers of the Company shall hold office until their successors are chosen in their stead, subject always to removal as provided in these Articles. All officers and executive officers shall respectively perform such duties, in addition to those specified in these Articles, as shall from time to time be prescribed by the Board. The same person may hold more than one office, provided, however, that the offices of President and Vice-President shall not be held by the same person.
66. None of such officers or executive officers of the Company, except the Chairman of the Board and the Managing Director need be a director of the Company.
67. In case of the absence or inability to act of the Chairman of the Board, the President, any Vice-President, or any other officer of the Company or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of the Directors concur therein.
CHAIRMAN OF THE BOARD
68. A Chairman of the Board shall be chosen from among the Directors. They shall preside at all meetings of the Board and they shall have such other powers and duties as the Board may determine, from time to time, by resolution. The Chairman of the Board may, in the discretion of the Board, be appointed the Chief Executive Officer of the Company. PRESIDENT
69. If no Chairman of the Board is appointed or in the absence of the Chairman of the Board, the President shall preside at all meetings of the Board of Directors. They shall, unless and until any Chairman of the Board has been so designated, be the Chief Executive Officer of the Company and, if no General Manager or Managing Director is appointed, shall exercise a general control of and supervision over its affairs. They shall have such other powers and duties as the Board may determine from time to time by resolution.
VICE-PRESIDENT OR VICE-PRESIDENTS
70. The Vice-President or Vice-Presidents shall have such powers and duties as may be assigned to them by resolution of the Board. In case of absence or disability of the Chairman of the Board and the President, one of the Vice-Presidents may exercise the powers and perform the duties of the Chairman of the Board and the President and if such Vice-President exercises any of the powers or performs any of the duties of the Chairman of the Board and the President, the absence or disability of the Chairman of the Board and the President shall be presumed.
TREASURER AND ASSISTANT TREASURERS
71. The Treasurer shall have general charge of the finances of the Company. They shall deposit all moneys and other valuable effects of the Company in the name and to the credit of the Company in such banks or other depositories as the Board may from time to time designate by resolution and shall render to the Board, whenever directed by it, an account of the financial condition of the Company and of all their transactions as Treasurer; and as soon as possible after the close of each financial year they shall make and submit to the Board a like report for such financial year. They shall have charge and custody of and be responsible for the keeping of the books of account required to be kept pursuant to the laws governing the Company. They shall perform all the acts incidental to the office of Treasurer subject to the control of the Board.
72. Assistant Treasurers may perform any of the duties of the Treasurer delegated to them from time to time by the Board or by the Treasurer.
SECRETARY AND ASSISTANT SECRETARIES
73. The secretary shall attend to the giving and service of all notices of the Company and shall keep the minutes of all meetings of the Members and of the Board and of committees of the Board in a book or books to be kept for that purpose. They shall keep in safe custody the corporate seal of the Company. They shall perform such other duties as appertain to their office or as may be required by the Board.
74. Assistant Secretaries may perform the duties of the Secretary delegated to them from time to time by the Board or by the Secretary.
75. Whenever the Secretary shall also be the Treasurer they may, at the option of the Board, be designated the “Secretary-Treasurer”.
GENERAL MANAGER OR MANAGING DIRECTOR
76. The Board may appoint from time to time a General Manager of the Company chosen from among the Directors. They shall manage the affairs of the Company under the supervision of the Board and shall exercise such powers and such authority as may be prescribed from time to time by resolution of the Board, which powers and authority may be either general or specific.
77. The Board, by an affirmative vote of the majority of the Board, may remove and discharge any or all of the executive officers or other officers, either with or without cause, at any meeting called for that purpose and may elect or appoint others in their place or places.
78. Unless otherwise agreed to by resolution of a simple majority of the Members at a General Meeting, an officer shall not be paid any compensation by the Company for their services as an officer. By resolution of the Board an officer may be reimbursed by the Company for all reasonable out-of-pocket expenses necessarily incurred by them in the performance of their duties as an officer. Provided that nothing in this paragraph contained shall preclude the Company from paying a salary to an officer who is also an employee of the Company on account of such employment.
79. The financial year of the Company shall end on a day to be determined by resolution of the Board from time to time.
80. The Board shall cause proper books of account and accounting records to be kept of all financial and other transactions of the Company including, without limiting the generality of the foregoing, records and particulars of all sums of money received and disbursed, and all assets and liabilities, and all activities of the Company.
81. The books of account shall be kept at the registered office of the Company or at such other place or places as the Board may determine, and shall always be open to inspection by the Directors and Members.
82. At every Annual General Meeting the Directors shall lay before the Company such financial statements and reports pertaining thereto, including the report of the auditors, as may be required by the Companies Act.
83. The Company at each Annual General Meeting shall appoint one or more auditors to hold office until the close of the next Annual General Meeting and, if any appointment is not so made, the auditor in office shall continue in office until a successor is appointed.
84. The Directors may fill any casual vacancy in the office of auditor but while the vacancy continues the surviving or continuing auditor, if any, may act.
85. The Members may by Special Resolution remove any auditor before the expiration of their term of office, and shall by a majority of the votes cast at the meeting at which such resolution is passed appoint another auditor in their stead for the remainder of their term.
86. The remuneration of the auditors shall be fixed by the Board.
87. Any notice may be served by the Company on any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member, or by faxing to such Member at their address as the same appears in the register of Members or, if no address is given therein, to the last address of such Member known to the Secretary. With respect to every notice sent by post, it shall be sufficient to prove that the envelope containing the notice was properly addressed and deposited with Canada Post.
88. The signature on any notice to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
89. When a given number of days notice or a notice extending over any other period is required to be given, the day of mailing of the notice shall, unless it is otherwise provided herein or by statute, be counted in such number of days or other period.
90. An Extraordinary General Meeting and the Annual General Meeting 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.
91. A statutory declaration of the Secretary or other duly authorized officer of the Company in office at the time of the making of the declaration as to the facts in relation to the mailing or faxing or delivery of any notice to any Member, director or officer or publication of any notice shall be conclusive evidence thereof and shall be binding on every Member, director or officer of the Company, as the case may be.
92. No director or officer for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or officers or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealing with any moneys, securities or other assets belonging to the Company or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of their respective office or trust or in relation thereto unless the same shall happen by or through their own wrongful or wilful act, neglect or default. If any director or officer of the Company shall be employed by or shall perform services for the Company otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of another company which is employed by or performs services for or otherwise contracts with the Company, the fact of their being a member, director, officer or shareholder of such other entity shall not disentitle them or such firm or other entity, as the case may be, from receiving and retaining payment or remuneration from the Company.
93. Every director or officer of the Company or other person who has undertaken or is about to undertake any liability on behalf of the Company and their heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Company from and against:
93.1 all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office or in respect of any such liability;
93.2 all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
94. The Company shall be a private company and:
94.1 the number of Members is limited to 50 or less (exclusive of persons who are in the employment of the Company, and of persons who, having been formerly in the employment of the Company, were while in that employment and have continued after the determination of that employment to be members of the Company);
94.2 any invitation to the public to become members or to subscribe for any debentures of the Company is prohibited; and
94.3 the transfer of any interest of a member in the Company is prohibited.
DATED this 9th day of February, 2013, by the subscribers to the Memorandum of Association.
Michael Rae 4111 14A St SW Businessman
Jacek Malec 567 Woodpark Blvd. Art Gallery Curator