展示文件 1.2

目錄

頁面

第一條
解釋

根據本條例，任何大寫的術語均具有所述法令中賦予該術語的含義，但未另行定義。此外，以下術語具有以下含義：

本條例的任何規定如與公司章程相牴觸，則以公司章程爲準。

第二條
委員會

如果章程規定了董事的固定人數，則董事會的選舉人數將是章程中規定的人數。

如果章程規定董事會成員的最低和最高人數，則董事會的選舉人數將在該最低和最高人數之間，在股東年度會議上選出。

無論是哪種情況，如果公司使用 “通知和訪問” (如《國家法案54-101通訊與報告發行人證券受益所有者》定義的 – 與報告發行人證券受益所有者溝通)，以發送與上文第2.3.3.1節或第2.3.3.2節中描述的會議有關的代理相關材料給股東，並且通知日期不得早於適用會議日期的50天，提名股東’的通知必須在適用會議日期的前40天營業結束前收到。

Such notice must be accompanied by the written consent of each nominee to being named as a nominee and to serve as a director, if elected.

References to “Nominating Shareholder” in this section 2.3.4 shall be deemed to refer to each shareholder that nominates a person for election as a director in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal.

Article 3
Meetings of Directors

Immediately following any Meeting of Shareholders electing directors, the Board may, without notice, hold its first meeting for any business that may come before the meeting, provided a quorum of the Board is present.

Unless the Articles otherwise provide, meetings of the Board may be held at the registered office of the Corporation or at any other place within or outside Alberta, as determined by the Board. Subject to the Act, the by-laws and any resolution of the Board, notice of the time and place of a meeting of the Board will be given to each director not less than 48 hours before the time when the meeting is to be held but if any one of the President, the Managing Director and the Chief Executive Officer considers it a matter of urgency that a meeting of the Board be convened, he or she may give notice of a meeting by electronic means, telephone or other communication facility no less than 1 day before the meeting. No notice of a meeting will be necessary if all the directors in office are present or if those absent waive notice of that meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Subject to the Act, a notice of a meeting of the Board need not specify the purpose of or the business to be transacted at the meeting.

If all the directors of the Corporation consent, a meeting of the Board or of a committee of the Board may be held by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a director participating in a meeting by those means is deemed to be present at that meeting.

Subject to the Articles, a majority of the number of directors of the Corporation in office at the time the meeting is held constitutes a quorum at any meeting of the Board.

The chair of any meeting of the Board will be selected in descending order from the following list of officers, with the position going to the first selected officer who has been appointed, who is a director, and who is present at the meeting:

If all those officers are absent, or unable or unwilling to act, the directors present at the meeting will choose one of their number to be chair of the meeting.

Unless otherwise required by the Act or the Articles, at all meetings of the Board, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes on any question, the chair of the meeting will not be entitled to a second or casting vote.

Where the Corporation has only one director, where action may be or is required to be taken by the Board or any two directors or any director acting together with any officer, that action may be taken by the sole director of the Corporation.

Article 4
Protection of Directors, Officers and Others

Article 5
Meetings of Shareholders

Subject to the Act and the Articles, Meetings of Shareholders will be held within our outside Alberta, at the place, on the dates and at the times as determined by the Board.

Any person entitled to attend a Meeting of Shareholders may participate in the Meeting of Shareholders, in accordance with the Act, by electronic means, telephone or other communication facilities that permit all participants to hear or otherwise communicate with each other during the meeting. A person participating in a Meeting of Shareholders by those means is deemed, for the purposes of the Act, to be present at the meeting. In addition, if the Board or the shareholders of the Corporation call a Meeting of Shareholders under the Act, the Board or shareholders, as the case may be, may determine that the meeting will be held, in accordance with the Act, entirely by electronic means, telephone or other communication facility that permits all participants to hear or otherwise communicate adequately with each other during the meeting.

Notice of the time and place of each Meeting of Shareholders will be given, not less than 21 days and not more than 50 days before the date of the meeting, to each director, to the auditor of the Corporation, and to each shareholder who is entitled to vote at the meeting. Notice of a Meeting of Shareholders called for any business other than consideration of the financial statements and auditor’s report, fixing the number of directors for the following year, election of directors and reappointment of the incumbent auditor, will state the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment on that business, and will state the text of any special resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a Meeting of Shareholders may, in any manner and at any time, waive notice of a Meeting of Shareholders.

The chair of any Meeting of Shareholders will be selected in descending order from the following list of officers, with the position going to the first selected officer who has been appointed, who is a director, and who is present at the meeting:

If none of those officers is present within 15 minutes after the time appointed for holding the meeting, the persons present and entitled to vote at the meeting will choose a person from their number to be chair of the meeting. The Secretary of the Corporation will be secretary of any Meeting of Shareholders, but if the Secretary of the Corporation is not present, the chair of the meeting will appoint a person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair of the meeting with the consent of the shareholders and persons present and entitled to vote at the meeting.

In the event the Corporation has fewer than 15 shareholders of the Corporation, two or more joint holders being counted as one shareholder, then shareholders holding a majority of the shares of the Corporation entitled to vote at that meeting being present in person or represented by proxy at the meeting shall constitute quorum for that meeting. In the event the Corporation has 15 or more shareholders of the Corporation, two or more joint holders being counted as one shareholder, then Shareholders holding not less than twenty five (25%) percent of the shares of the Corporation entitled to vote at that meeting being present in person or represented by proxy at the meeting shall constitute quorum for that meeting. If a quorum is present at the opening of a Meeting of Shareholders, the shareholders present or represented may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the time appointed for a Meeting of Shareholders, or within any reasonable time following that time as the shareholders present or represented may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place not less than seven days later but may not transact any other business. At that adjourned meeting the holders of shares carrying voting rights who are present or represented will constitute a quorum (whether or not they hold a majority of the shares entitled to vote at the adjourned meeting or twenty five (25%) percent of the issued shares of the Corporation entitled to vote at that meeting, as applicable) and may transact the business for which the meeting was originally called, even if this quorum is not present throughout the meeting.

Unless otherwise required by the Act or the Articles, at all Meetings of Shareholders, every question will be decided by a majority of the votes cast on the question. In case of an equality of votes on any question, the chair of the meeting will not be entitled to a second or casting vote.

Unless the Articles otherwise provide, each share of the Corporation entitles its holder to one vote at a Meeting of Shareholders. Subject to the exceptions provided under the Act, a holder of a fractional share is not entitled to exercise voting rights in respect of the fractional share.

Article 6
miscellaneous

By-law No. 1 of the Corporation is repealed. The repeal of By-law No. 1 will not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under it or the validity of any contract or agreement made under it. All resolutions of the shareholders, the Board or committees of the Board with continuing effect passed under repealed By-law No. 1 will continue in effect except to the extent inconsistent with this By-law.

ENACTED by the directors of the Corporation under the Act.

CONFIRMED by all the shareholders of the Corporation entitled to vote under the Act.