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Management of a Company Limited by Shares Regulations

made under Sections 7 and 8 of the

Companies Act

R.S.N.S. 1989, c. 81

O.I.C. 91-828 (July 11, 1991), N.S. Reg. 155/91

Table of Contents

Interpretation

Certificates

Forfeiture of shares

Validity of sales

Transmission of shares

Increase or reduction of capital

Interest on share capital

Modification of rights of shareholders

Borrowing powers

Proceedings at general meetings

Directors

Managing director

Chairman of the Board

Registers

Powers of directors

Secretary and Treasurer

Dividends

Auditors and audit

Indemnity

Shares

Calls

Lien on shares

Transfer of shares

Share warrants

Alteration of capital

Classes of shares

Surrender of shares

Meetings

Votes of members

Election of directors

The President and Vice-President

Proceedings of directors

Minutes

Solicitors

The seal

Accounts

Notices

Reminders

Interpretation

(1) In these regulations, unless the context otherwise requires, expressions

defined by the Companies Act, or any statutory modification thereof in force

at the date [on] which these regulations become binding on the company,

shall have the meanings so defined.

(2) In these regulations

(a) "Act" means the Companies Act as amended;

(b) "Article" means "regulation";

(c) "Directors" or "Board" means the directors for the time being of the

Company;

(d) "dividend" includes bonus;

(e) "member" means shareholder and vice versa;

(f) "month" means calendar month;

(g) "Office" means the registered office for the time being of the Company;

(h) "proxy holder" includes an alternate proxy holder;

(i) "Register" means the register of members to be kept pursuant to

Section

42 of the Act;

(j) "Registrar" means the Registrar of Joint Stock Companies;

(k) "reporting company" and "reporting issuer" shall have the meanings as

set out in

Section 2 of the Act;

(l) "Secretary" includes any person appointed to perform the duties of

Secretary temporarily;

(m) "special resolution" has the meaning assigned by

Section 87 of the Act;

(n) "this Table" includes any amendments made thereto;

(o) "written" and "in writing" mean and include words printed,

lithographed, represented or reproduced in any mode in a visible form.

(3) In these Articles, words importing

(

a) the singular number only, include the plural number and vice versa;

(

b) the masculine gender only, include the feminine gender; and

(

c) persons include bodies corporate.

2 The directors may enter into and carry into effect or adopt and carry into effect any

agreement or agreements from time to time made by or with the promoters of the

Company by or on behalf of the Company with full power nevertheless from time

to time to agree to any modification of the terms of such agreement or agreements

either before or after execution thereof.

3 The directors may, out of any moneys of the Company for the time being in their

hands, pay all expenses incurred in or about the formation and establishment of the

Company, including the expenses of registration.

4 The business of the Company may be commenced as soon after incorporation as

the directors may think fit, and notwithstanding that part only of the shares may

have been allotted.

Shares

5 The directors shall control the shares and, subject to the provisions hereinafter set

out, may allot or otherwise dispose of them to such persons at such times, on such

(1) The directors may pay on behalf of the Company a reasonable commission to

any person in consideration of the person subscribing or agreeing to

subscribe, whether absolutely or conditionally, for any shares in the

Company, or the person procuring or agreeing to procure subscriptions for

any shares in the Company.

(2) The Commission may be paid or satisfied in cash or in shares, debentures or

debenture stock of the Company.

7 The Company may make arrangements on the issue of shares for a difference

between the holders of such shares in the amount of calls to be paid and the time of

payment of such calls.

8 If by the conditions of allotment of any shares, the whole or part of the amount or

issue price thereof is payable by instalments, every such instalment shall when due,

be paid to the Company by the person who, for the time being and from time to

time, shall be the registered holder of the share, or the legal personal representative

of the registered holder.

9 Shares may be registered in the names of joint holders not exceeding three in

number.

(1) The joint holders of a share shall be severally as well as jointly liable for the

payment of all instalments and calls due in respect of such share.

(2) On the death of one or more joint holders of shares, the survivor or survivors

of them shall alone be recognized by the Company as having title to the

shares.

11 Save as herein otherwise provided, the Company shall be entitled to treat the

registered holder of any share as the absolute owner thereof, and accordingly shall

not, except as ordered by a Court of competent jurisdiction, or as by statute

required, be bound to recognize any equitable or other claim to or interest in such

share on the part of any other person.

Certificates

(1) Certificates of title to shares shall be in the following form or as near thereto

as circumstances will permit, or in such other form as the directors may from

time to time approve:

This is to certify that _________________________ is the registered owner

of _________ fully paid and non-assessable common shares of

_________________ transferable only on the books of the Company (subject

to the restrictions imposed by the articles of association of the Company) by

the holder thereof in person or by duly authorized attorney upon surrender of

this Certificate properly endorsed.

IN WITNESS WHEREOF the Company has caused this Certificate to be

signed by its duly authorized officers and to be sealed with the seal of the

Company this ___ day of _______________, 19___.

(2) Certificates of title to shares shall be signed by

(

a) the President, a vice-president or a director,

(

b) the Secretary, an assistant secretary or such other persons as the

directors may authorize; and

(

c) if the directors have appointed a transfer agent for the company, an

authorized officer of such transfer agent.

(3) The signature of the President or Vice-President and, if a transfer agent has

been appointed, of the Secretary or assistant secretary may be engraved,

lithographed or printed upon the certificates or any one or more of them and

all such certificates, when signed by the Secretary, an assistant secretary, such

other person as the directors authorize, or, if a transfer agent has been

appointed, an authorized officer of such transfer agent, shall be valid and

binding upon the Company.

(4) If the Company has appointed only one director and officer, share

certificates shall be signed by that director alone as sole director.

13 Subject to any Articles made at any time by the directors, each shareholder may

have title to the shares registered in the name of the shareholder evidenced by any

number of certificates so long as the aggregate of the shares stipulated in such

certificates equals the aggregate registered in the name of the shareholder.

14 Where shares are registered in the names of two or more persons, the Company

shall not be bound to issue more than one certificate or one set of certificates, and

such certificate or set of certificates shall be delivered to the person first named on

the Register.

15 If any certificate is worn out or defaced, then, upon production of the certificate to

the directors, they may order the same to be cancelled, and may issue a new

certificate in lieu thereof; and if any certificate is lost or destroyed, then, upon

proof thereof to the satisfaction of the directors, and on such indemnity as the

directors deem adequate being given, a new certificate in lieu thereof shall be

given to the person entitled to such lost or destroyed certificate.

16 The sum of one dollar, or such sum as the directors determine, shall be paid to the

Company for every certificate, issued in respect of any share or shares, except the

first.

17 The directors may cause to be kept in any place or places either in or outside of the

Province, one or more branch registers of members.

Calls

(1) The directors may from time to time make such calls as they think fit upon

the shareholders in respect of all moneys unpaid on the shares held by them

respectively and not be [by] the conditions of allotment thereof made payable

at fixed times, and each shareholder shall pay the amount of every call so

made on the shareholder to the person and at the times and places appointed

by the directors.

(2) A call may be made payable by instalments.

19 A call shall be deemed to have been made at the time when the resolution of the

directors authorizing such call was passed.

20 At least fourteen days' notice of any call shall be given, and such notice shall

specify the time and place at which and the person to whom such call shall be paid.

21 If the sum payable in respect of any call or instalment is not paid on or before the

day appointed for payment thereof, the person from whom the sum is due shall pay

interest for the same at the rate of ten per cent per annum from the day appointed

for the payment thereof up to the time of the actual payment.

22 On the trial or hearing of any action for the recovery of any money due for any call

it shall be sufficient to prove that the name of the member sued is entered on the

Register as the holder, or one of the holders, of the share or shares in respect of

which such debt accrued, that the resolution making the call is duly recorded in the

minute book and that notice of such call was duly given to the member sued in

pursuance of these Articles and it shall not be necessary to prove the appointment

of the directors who made such call nor any other matters whatsoever, but the

proof of the matters aforesaid shall be conclusive evidence of the debt.

23 The directors may, if they think fit, receive from any member willing to advance

the same, all or any part of the moneys due upon the shares held by the member

beyond the sums actually called for and upon the moneys so paid or satisfied in

advance, or so much thereof as from time to time exceeds the amount of the calls

then made upon the shares in respect of which such advance has been made, the

Company may pay interest at such rate, not exceeding ten per cent per annum, as

the member paying such sum in advance and the directors agree upon, or the

directors may agree with such member that a member may participate in profits

upon the amounts so paid or satisfied in advance.

Forfeiture of shares

24 If any member fails to pay any call or instalment on or before the day appointed for

the payment of the same, the directors may at any time thereafter, during such time

as the call or instalment remains unpaid, serve a notice on such member requiring

the member to pay the same, together with any interest that may have accrued, and

all expenses that may have been incurred by the Company by reason of such non-payment.

(1) The notice shall name a day, not being less than fourteen days after the date

of the notice, and a place or places, on and at which such call or instalment

and such interest and expenses as aforesaid are to be paid.

(2) The notice shall also state that in the event of non-payment on or before the

day and at the place or one of the places so named, the shares in respect of

which the call was made or instalment is payable will be liable to be forfeited.

(1) If the requisitions of any such notice as aforesaid are not complied with, any

shares in respect of which such notice has been given may, at any time

thereafter, before payment of all calls or instalments, interest and expenses

due in respect thereof, be forfeited by a resolution of the directors to that

effect.

(2) Such forfeiture shall include all dividends declared in respect of the forfeited

shares, and not actually paid before the forfeiture.

27 When any share has been so forfeited, notice of the resolution shall be given to the

member in whose name it stood immediately prior to the forfeiture, and an entry of

the forfeiture, with the date thereof shall forthwith be made in the Register.

28 Any share so forfeited shall be deemed to be the property of the Company, and the

directors may sell, re-allot or otherwise dispose of the same in such manner as they

think fit.

29 The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions

as they think fit.

30 Any member whose shares have been forfeited shall, notwithstanding, be liable to

pay, and shall forthwith pay to the Company all calls, instalments, interest and

expenses owing upon, or in respect of such shares at the time of the forfeiture,

together with interest thereon, at the rate of ten per cent per annum, from the time

of forfeiture until payment and the directors may enforce the payment thereof if

they think fit, but shall be under no obligation to do so.

31 A certificate in writing under the hands of one of the directors and countersigned

by the Secretary or a certificate under the hand of a sole director if there be only

one, stating that a share has been duly forfeited on a specified date in pursuance of

these Articles and the time when it was forfeited shall be conclusive evidence of

the facts therein stated as against all persons who would have been entitled to the

share but for such forfeiture.

Lien on shares

(1) The Company shall have a first and paramount lien upon all shares, other

than fully paid up shares, registered in the name of each shareholder, whether

solely or jointly with others, and upon the proceeds from the sale thereof for

the debts of the shareholder, liabilities and other engagements, solely or

jointly with any other person, to or with the Company, whether or not the

period for the payment, fulfillment or discharge thereof has actually arrived,

and such lien shall extend to all dividends from time to time declared in

respect of such shares.

(2) Unless otherwise agreed, the registration of a transfer of shares shall operate

as a waiver of any lien of the Company on such shares.

33 For the purpose of enforcing such lien, the directors may sell the shares subject to

the lien in such manner as they think fit; but no sale shall be made until the period

for payment, fulfillment or discharge of such debts, liabilities or other engagements

has arrived, and until notice in writing of the intention to sell has been given to

such member, the member's executors or administrators and default shall have been

made by the member or them in the payment, fulfillment or discharge of such

debts, liabilities or engagements for seven days after such notice.

34 The net proceeds of any such sale after payment of the costs of such sale shall be

applied in or towards the satisfaction of such debts, liabilities or engagement and

the residue, if any, paid to such member or the executors, administrators or assigns

of the member.

Validity of sales

35 Upon any sale, after forfeiture or for enforcing a lien, in purported exercise of the

powers given by these Articles, the directors may cause the purchaser's name to be

entered in the Register in respect of the shares sold, and the purchaser shall not be

bound to see the regularity of the proceedings or to the application of the purchase

money, and after the name of the purchaser has been entered in the Register in

respect of such shares, the validity of the sale shall not be impeached by any person

and the remedy of any person aggrieved by the sale shall be in damages only and

against the Company exclusively.

Transfer of shares

36 The instrument of transfer of any share in the Company shall be signed by the

transferrer and the transferrer shall be deemed to remain the holder of such share

until the name of the transferee is entered in the Register in respect thereof, and

shall be entitled to receive any dividend declared thereon before the registration of

transfer.

37 The instrument of transfer of any share shall be in writing in the following form, or

as near thereto as circumstances will permit:

For value received _____________________________ hereby, sell, assign and

transfer unto _____________ shares of the capital stock represented by the within

certificate, and do hereby irrevocably constitute and appoint

__________________ attorney to transfer the said stock on the books of the

within named Corporation with the full power of substitution in the premises.

Dated the ____ day of ______________, 19____.

WITNESS: ______________________

38 Where shares are held in the Canadian Depository for Securities, a transfer may be

effected by any means approved by the Depository.

39 The directors may, without assigning any reason therefor, decline to register any

transfer of shares not fully paid up or upon which the Company has a lien.

(1) No transfer of prescribed securities shall be registered unless and until the

directors have by a resolution approved the transfer of such prescribed

securities and the registration of the transfer and the directors shall be under

no obligation to give such approval or to give any reason for withholding the

same.

(2) The number of holders of prescribed securities of the Company exclusive of

persons who are in the employment of the Company shall not exceed fifty

(50), two or more persons holding one or more prescribed securities jointly

being counted as a single holder.

(3) The Company shall not distribute any of its prescribed securities or securities

convertible into or exchangeable for prescribed securities to the public.

(4) In this Article, "prescribed securities" means securities prescribed by the

Nova Scotia Securities Commission for the purpose of the definition of

"private company" contained in the Securities Act and "distribute" and

"securities" have the meanings ascribed to those terms in the Securities Act.

41 Every instrument of transfer shall be left at the Office of the Company or its

transfer agent where the principal or branch register of members is maintained for

registration together with the certificate of the shares to be transferred and such

other evidence as the Company may require to prove the title of the transferrer or

right of the transferrer to transfer the shares.

42 A fee not exceeding five dollars may be charged for each transfer and shall, if

required by the directors, be paid before the registration thereof.

43 Every instrument of transfer shall, after the registration thereof, remain in the

custody of the Company, but any instrument of transfer which the directors

decline to register shall, except in the case of fraud, be returned to the person

depositing the same.

44 The transfer books and Register of members may be closed during such time as the

directors think fit, not exceeding in the whole thirty days in each year.

Transmission of shares

45 Notwithstanding anything in these Articles, if the Company has only one member,

not being one of several joint holders, and that member dies, the executors or

administrators of such deceased member shall be entitled to register themselves in

the register of members as the holders of such deceased member's share whereupon

they shall have all the rights given by these Articles and law to members.

46 The executors or administrators of a deceased sole holder of a share shall be the

only persons recognized by the Company as having any title to the share, and in the

case of a share registered in the names of two or more holders, the survivor or

survivors, or the executors or administrators of the deceased survivor, shall be the

only persons recognized by the Company as having any title to, or interest in, the

share.

(1) Any person becoming entitled to shares in consequence of the death or

bankruptcy of any member, or in any other way than by allotment or transfer,

upon producing such evidence of the person being entitled to act in the

capacity claimed, or of the title of the person, as the directors think sufficient,

may, with the consent of the directors, which they shall not be under any

obligation to give, be registered as a member in respect of such shares or

may, without being registered, transfer such shares subject to the provisions

of these Articles respecting the transfer of shares.

(2) The directors shall have the same right to refuse to register a person entitled

by transmission to any shares, or the nominee of the person, as if the person

were the transferee named in an ordinary transfer presented for registration.

(3) This

Article is hereinafter referred to as the "transmission clause".

Share warrants

48 The Company, with respect to fully paid-up shares, may issue warrants, hereinafter

called "share warrants", stating that the bearer is entitled to the shares therein

specified and may provide, by coupons or otherwise, for the payment of future

dividends on the shares included in such warrants.

(1) The directors may determine and, from time to time, vary the conditions

upon which share warrants shall be issued, and in particular the conditions

upon which a new share warrant or coupon will be issued in the place of one

worn out, defaced, lost or destroyed or upon which the bearer of a share

warrant shall be entitled to attend and vote at general meetings, or upon

which a share warrant may be surrendered and the name of the bearer entered

in the Register in respect of the shares therein specified.

(2) Subject to such conditions, and to these presents, the bearer of a share

warrant shall be a member to the full extent.

(3) The bearer of a share warrant shall be subject to the conditions for the time

being in force, whether made before or after the issue of such warrant.

Increase or reduction of capital

50 The Company may, from time to time by resolution of its members passed at a

general meeting, increase its capital by the creation of new shares of such amount

as it thinks expedient.

rights and privileges annexed thereto as the general meeting resolving upon the

creation thereof shall direct; and if no direction be given, as the directors shall

determine, and in particular, but without limiting the generality of the foregoing,

such shares may be issued with a preferential or qualified right to dividends and to

the assets of the Company upon distribution and with a special, or without, any

right of voting.

52 The Company in general meeting may, before the issue of any new shares,

determine that the same, or any of them, shall be offered in the first instance to all

the then members or to the members of any class, in proportion to the amount of

the capital held by them, or make any other provisions as to the issue and allotment

of the new shares; but in default of any such determination, or so far as the same

shall not extend, the new shares may be dealt with as if they formed part of the

shares in the original capital.

53 Except so far as otherwise provided by the conditions of issue, or by these

Articles, any capital raised by the creation of new shares shall be considered part of

the original capital, and shall be subject to the provisions herein contained with

reference to the payment of calls and instalments, transfer and transmission,

forfeiture, lien and otherwise.

54 The Company may, from time to time, by special resolution reduce its share capital

in any way and with, and subject to, any incident authorized and consent required

by law.

55 Any action proposed to be taken by the Company pursuant to Articles 50 and 51

shall, where and to the extent that subsection 12(1) of the Third

Schedule to the

Act applies to such action, be subject to the additional approvals required by that

subsection and those Articles shall not limit in any way the application of that

subsection.

Alteration of capital

56 The Company may from time to time in general meeting consolidate and divide all

or any of its share capital into shares of larger amount than its existing shares.

57 The Company may from time to time in general meeting convert all or any of its

paid-up shares into stock, and reconvert that stock into paid-up shares of any

denomination.

(1) The Company may from time to time by special resolution subdivide its

shares, or any of them, into shares of smaller amount than is fixed by the

memorandum of association so, however, that in the subdivision the

proportion between the amount paid and the amount if any, unpaid on each

reduced share shall be the same as it was in the case of the share from which

the reduced share is derived.

(2) The special resolution whereby any share is subdivided may determine that,

as between the holders of the shares, resulting from such sub-division, one or

more of such shares shall have some preference or special advantage as

regards dividend, capital, voting, or otherwise, over, or as compared with the

others, or other.

59 The Company may from time to time in general meeting exchange shares of one

denomination for another.

60 The Company may from time to time in general meeting cancel shares which, at

the date of passing of the resolution in that behalf, have not been taken or agreed to

be taken by any person, and diminish the amount of its share capital by the amount

of the shares so cancelled.

61 The Company may from time to time by special resolution convert any part of its

unissued share capital into preference shares redeemable or purchasable by the

Company in the manner provided in the Act.

62 The Company may from time to time by special resolution provide for the issue of

shares without any nominal or par value.

63 The Company may from time to time by special resolution, except in the case of

preferred shares, convert all or any of its previously authorized unissued or issued

and fully paid-up shares with nominal or par value into the same number of shares

without any nominal or par value and reduce, maintain or increase accordingly its

liability on any of its shares so converted, but the power to reduce its liability on

any of its shares so converted where it results in a reduction of capital may only be

exercised as provided by the Act.

(1) The Company may from time to time by special resolution convert all or any

of its previously authorized unissued or issued and fully paid-up shares,

without nominal or par value, into the same or a different number of shares

with nominal or par value.

(2) For such purpose the shares issued without nominal or par value and

replaced by shares with a nominal or par value shall be considered as fully

paid, but their aggregate par value shall not exceed the value of the net assets

of the Company as represented by the shares without par value issued before

the conversion.

65 Subject to the provisions of the Act from time to time in force, the Company may,

if authorized by special resolution, purchase or otherwise acquire shares issued by

it.

66 Any action proposed to be taken by the Company pursuant to Articles 56 to 64,

inclusive, shall, where and to the extent that subsection 12(1) of the Third

Schedule to the Act applies to such action, be subject to the additional approvals

required by that subsection and these Articles shall not limit in any way the

application of that subsection.

Interest on share capital

(1) Subject to

Section 56 of the Act, the Company may pay interest at a rate not

exceeding six per cent (6%) per annum on share capital issued and paid up

for the purpose of raising money to defray the expenses of the construction of

any works or buildings or the provision of any plant which cannot be

operated profitably for a lengthy period of time.

(2) Such interest may be paid for such period and may be charged to capital as

part of the cost of construction of the work or building or of the provision of

the plant.

(3) The payment of the interest shall not operate to reduce the amount paid up on

the shares in respect of which it is paid.

(4) The accounts of the Company shall show full particulars of the payment

during the period to which the accounts relate.

Classes of shares

(1) Subject to the provisions, if any, in that behalf, of the memorandum of

association, and without prejudice to any special rights previously conferred

on the holders of existing shares, any share may be issued with such

preferred, deferred or other special rights, or such restrictions, whether in

regard to dividends, voting, return of share capital or otherwise, as the

Company may from time to time by special resolution determine.

(2) Any preference shares may, with the sanction of a special resolution of the

Company, be issued on the terms that they are, at the option of the Company,

liable to be redeemed or purchased by the Company.

(3) Any action proposed to be taken by the Company pursuant to this

Article

shall, where and to the extent that subsection 12(1) of the Third

Schedule to

the Act applies to such action, be subject to the additional approvals required

by that subsection and this

Article shall not limit in any way the application of

that subsection.

Modification of rights of shareholders

(1) If at any time the share capital of the Company, by reason of the issue of

preference shares or otherwise, is divided into different classes of shares in

pursuance of the provisions of the next preceding

Article or otherwise, all or

any of the rights and privileges attached to any such class may, subject to

such additional approvals required by subsection 12(1) of the Third

Schedule

to the Act, be modified, altered, varied, affected, commuted, abrogated or

otherwise dealt with by a resolution passed and confirmed by at least three-fourths in number of the issued shares of the class in the same manner as a

special resolution at extraordinary general meetings of the holders of shares

of that class, and all the provisions hereinafter contained as to general

meetings shall, mutatis mutandis, apply to every such meeting, but so that the

quorum thereof shall be members holding, or representing by proxy one-fifth

in number of the issued shares of the class.

(2) This

Article is not, by implication, to curtail the power of modification which

the Company would have if this

Article were omitted.

Surrender of shares

(1) The directors may accept the surrender of any share by way of compromise

of any question as to the holder being properly registered in respect thereof.

(2) Any share so surrendered may be disposed of in the same manner as a

forfeited share.

Borrowing powers

71 The directors on behalf of the Company may from time to time in their discretion

(

a) raise or borrow money for the purposes of the Company or any of them;

(

b) secure the repayment of moneys so raised or borrowed in such manner

in particular by the execution and delivery of mortgages of the

Company's real or personal property, or by the issue of bonds,

debentures or debenture stock of the Company secured by mortgage or

otherwise or charged upon all or any part of the property of the

Company, both present and future, including its uncalled capital for the

time being; provided that the power to execute mortgages of the

Company's real or personal property and the power to issue bonds or

debentures or debenture stock secured by mortgage or otherwise shall

not be exercised by the directors except with the sanction of a special

resolution of the Company previously passed and, where confirmation is

necessary, confirmed in general meeting;

(

c) sign or endorse bills, notes, acceptances, cheques, contracts, and other

evidence of securities for money borrowed or to be borrowed for the

purposes aforesaid;

(

d) pledge debentures as security for loans.

72 Bonds, debentures, debenture stock and other securities may be made assignable,

free from any equities between the Company and the person to whom the same

may be issued.

73 Any bonds, debentures, debenture stock and other securities may be issued at a

discount, premium, or otherwise, and with any special privileges as to redemption,

surrender, drawings, allotment of shares, attending and voting at general meetings

of the Company, appointment of directors, and otherwise.

Meetings

74 The first meeting of the Company shall be held within eighteen months from the

date of the registration of the memorandum of association of the Company and at

such place as the directors may determine.

(1) Other general meetings shall be held once at least in every calendar year, at

such time and place as may be determined by the directors and not more than

fifteen months after the preceding general meeting.

(2) All other meetings of the Company shall be called special general meetings.

76 The directors may, whenever they think fit, convene a special general meeting and

they shall, on the requisition of members of the Company holding not less than five

per cent of the shares of the Company carrying the right to vote at the meeting

sought to be held, forthwith proceed to convene a special general meeting of the

Company to be held at such time and place as may be determined by the directors.

77 The requisition must state the objects of the meeting required, and must be signed

by the members making the same and shall be deposited at the registered Office of

the Company, and may consist of several documents in like form each signed by

one or more of the requisitionists.

78 If the directors do not proceed to cause a meeting to be held within twenty-one

days from the date of the requisition being so deposited, the requisitionists, or any

of them representing more than one-half of the total voting rights of all of them,

may themselves convene the meeting, but any meeting so convened shall not be

held after three months from the date of such deposit.

79 If at any such meeting a resolution requiring confirmation at another meeting is

passed, the directors shall forthwith convene a further special general meeting for

the purpose of considering such resolution and, if thought fit, of confirming it as a

special resolution; and if the directors do not convene the meeting within seven

days from the date of the passing of the first resolution, the requisitionists, or any

of them representing more than one-half of the total voting rights of all of them,

may themselves convene the meeting.

80 Such meetings shall be convened in the same manner as nearly as possible as such

meetings are to be convened by [the] directors.

81 At least seven clear days' notice of every general meeting, except in the case of

meetings where subsection 12(1) or (2) of the Third

Schedule to the Act applies,

then at least twenty-one clear days' notice shall be given, specifying the place, day

and hour of the meeting, and, in the case of special business, the general nature of

such business, shall be given to the members entitled to be present at such meeting,

either by advertisement or by notice sent by post or otherwise served as hereinafter

provided; and, with the consent in writing of all the members entitled to vote at

such meeting, a meeting may be convened by a shorter notice and in any manner

they think fit, or if all the members are present at a meeting, either in person or by

proxy, notice of time, place and purpose of the meeting may be waived.

82 Where it is proposed to pass a special resolution, the two meetings may be

convened by one and the same notice, and it shall be no objection to such notice

that it only convenes the second meeting contingently upon the resolution being

passed by the required majority at the first meeting.

83 The accidental omission to give any such notice to any of the members or the non-receipt of any such notice by any of the members shall not invalidate any

resolution passed at any such meeting.

Proceedings at general meetings

84 The business of an annual general meeting shall be to receive and consider the

financial statements of the Company, the reports of the directors and of the

auditors, if any, to elect directors in the place of those retiring and to transact any

other business which under these Articles ought to be transacted at an annual

general meeting.

85 Two members, where there is more than one member, personally present or

represented by proxy and entitled to vote shall be [a] quorum for a general

meeting, provided that a corporation which is a member of the Company and

which has duly appointed a representative under the provisions of the Act who is

personally present at the meeting, shall for the purposes of this clause be

considered as if personally present thereat.

86 If within half an hour from the time appointed for the meeting a quorum is not

present, the meeting, if convened upon such requisition as aforesaid, shall be

dissolved; but 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, those members entitled to vote as aforesaid who are present shall be

a quorum, and may transact the business for which the meeting was called.

87 No business shall be transacted at any general meeting unless the quorum requisite

be present at the commencement of the business.

(1) All of the business which the Company may transact at an annual general

meeting or special meeting may be transacted by resolution in writing and

signed by every shareholder who is entitled to vote and is as valid as if it

were transacted at a meeting of the shareholders satisfying all the

requirements of the Act respecting meetings of the shareholders.

(2) A copy of every resolution referred to in sub-article (1) shall be kept with the

minutes of proceedings of shareholders.

89 The Chairman of the Board shall be entitled to take the chair at every general

meeting, or if there be no Chairman of the Board, or if at any meeting the

Chairman of the Board shall not be present within fifteen minutes after the time

appointed for holding such meeting, the President, or failing the President a vice-president, shall be entitled to take the chair and if neither the Chairman nor the

President, or a vice-president, shall be present within fifteen minutes after the time

appointed for holding the meeting, the members present entitled to vote at said

meeting shall choose another director as Chairman and if no director is present or

if all the directors present decline to take the chair then the members present

entitled to vote shall choose one of their number to be Chairman.

90 Every question submitted to a meeting shall be decided, in the first instance, by a

show of hands, and in the case of an equality of votes, the Chairman shall, both on

a show of hands and on a poll, have a casting vote in addition to the vote or votes

to which the Chairman may be entitled as a member.

91 At any general meeting a resolution put to the meeting shall be decided by a show

of hands, unless a poll is, before or on the declaration of the result of show of

hands, demanded by the Chairman, or by a member, or by a proxy holder and,

unless a poll is so demanded, a declaration by the Chairman 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 book 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 or against such resolution.

(1) If a poll is demanded as aforesaid, it shall be taken in such manner, at such

time and place as the Chairman of the meeting directs, and either at once, or

after an interval or adjournment or otherwise, and the result of the poll shall

be deemed to be the resolution of the meeting at which the poll was

demanded.

(2) The demand of a poll may be withdrawn.

(3) In case of any dispute as to the admission or rejection of a vote, the Chairman

shall determine the same, and such determination made in good faith, shall be

final and conclusive.

93 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

transacted at any adjourned meeting other than the business left unfinished at the

meeting from which the adjournment took place.

94 Any poll demanded on the election of a Chairman of a meeting or any question of

adjournment, shall be taken at the meeting, and without adjournment.

95 The demand of a poll shall not prevent the continuance of a meeting for the

transaction of any business other than the question on which a poll has been

demanded.

Votes of members

(1) Subject to the Act and the provisions applicable to any shares issued under

conditions limiting or excluding the right of holders thereof to vote at general

meetings, on a show of hands every member present in person and every

proxy holder shall, subject to subsection 85F(2) of the Act, have one vote,

and upon a poll every member present in person or by proxy shall have one

vote for every share held by the member.

(2) Where a corporation being a member is represented by a proxy holder who is

not a member or by representative duly authorized under the Act, such proxy

holder or representative shall be entitled to vote for such Corporation either

on a show of hands or at a poll.

97 Any person entitled under the transmission clause to transfer any shares may vote

at any general meeting in respect thereof in the same manner as if the person were

the registered holder of such shares, provided that forty-eight hours at least before

the time of holding the meeting or adjourned meeting, as the case may be, at which

the person proposes to vote, the person shall satisfy the directors of the right of the

person to transfer such shares, unless the directors shall have previously admitted

the right of the person to vote in respect thereof.

(1) Where there are joint registered holders of any share, any one of such persons

may vote at any meeting, either personally or by proxy, in respect of such

share as if the person were solely entitled thereto; and if more than one of

such joint holders is present at any meeting, personally or by proxy, that one

of the persons so present whose name stands first on the Register in respect

of such share shall alone be entitled to vote in respect thereof.

(2) Several executors or administrators of a deceased member in whose sole

name any share stands shall for the purposes of this

Article be deemed joint

holders thereof.

99 Votes may be given either personally or by proxy, or in the case of a corporation,

by a representative duly authorized under the Act.

(1) A proxy shall be in writing under the hand of the appointer or of the attorney

of the appointer duly authorized in writing, or, if such appointer is a

corporation, under its common seal or the hand of its attorney or

representative authorized in the manner referred to in clause 86(1)(

a) of the

Act.

(2) Holders of share warrants shall not be entitled to vote by proxy in respect of

the shares included in such warrants unless otherwise expressed in such

warrants.

101 A member of unsound mind, in respect of whom an order has been made by any

court having jurisdiction in lunacy, may vote by the guardian of the member or

other person in the nature of a guardian appointed by that court, and any such

guardian or other person may vote by proxy.

(1) A proxy and the power of attorney or other authority, if any, under which it is

signed, or a copy of that power or authority certified by a Notary Public shall

be deposited at the office not less than forty-eight hours excluding Saturdays

and holidays before the meeting or adjourned meeting at which it is to be

voted unless the directors, by resolution, determine otherwise, but a proxy

shall cease to be valid one year after its date.

(2) Notice of the requirement for depositing proxies shall be given in the notice

calling the meeting.

103 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, or

transfer of the share in respect of which the vote is given, provided no intimation

in writing of the death, revocation, or transfer shall have been received before the

meeting, at the Office or by the Chairman of the meeting before the vote is given.

104 Every form of proxy when the Company is not a reporting issuer, whether for a

specified meeting or otherwise shall, as nearly as circumstances will admit, be in

the form or to the effect following, or in such other form as the directors may

from time to time determine which complies with the Articles made pursuant to

the Act:

I, ________________ of _____________, in the County of ____________,

being a member of ___________________ Limited, hereby appoint

__________________ of _______________ (or failing that person

__________________ of _______________, or failing that person

__________________ of _______________) as my proxy to attend

and vote for me and on my behalf at the annual general (or special general as the

case may be) meeting of the Company, to be held on the _____ day of

________________ and at any adjournment thereof, or at any meeting of the

Company which may be held within ______ months from the date thereof.

(Where the proxy is solicited by or on behalf of management of the Company a

statement to that effect)

As witness my hand this ____ day of ________________, 19_____.

WITNESS ________________________________

SHAREHOLDER ____________________________

105 No member shall be entitled to be present or to vote on any question either

personally or by proxy at any general meeting, or upon a poll, or be reckoned in a

quorum while any call or other sum is due and payable to the Company in respect

of any of the shares of such member.

(1) Any resolution passed by the directors, notice whereof shall be given to the

members in the manner in which notices are hereinafter directed to be given

and which shall, within one month after it has been passed, be ratified and

confirmed in writing by members entitled on a poll to three-fifths of the

votes, shall be as valid and effectual as a resolution of a general meeting; but

this

Article shall not apply to a resolution for winding up the Company, to a

resolution passed in respect of any matter which by statute or these presents

ought to be dealt with by special resolution, or any action which, by virtue of

subsection 12(1) of the Third

Schedule to the Act, requires approval in

accordance with that subsection.

(2) Where the Company has only one member, all business which the Company

may transact at annual or special meetings of members shall be transacted in

the manner specified in

Article 85.

Directors

107 Unless otherwise determined by general meeting, the number of directors shall not

be less than one or more than seven.

108 Notwithstanding anything herein contained, the subscribers to the Memorandum

of Association of the Company shall be the first directors of the Company.

109 The directors shall have power at any time and from time to time to appoint any

other person either to fill a casual vacancy or as an addition, but so that the total

number of directors shall not at any time exceed the maximum number, fixed as

above, and so that no such appointment shall be effective unless two-thirds of the

directors concur therein.

110 Directors shall not be required to hold a qualifying share as their qualification for

appointment to the Board.

111 The directors shall be paid out of the funds of the Company by way of

remuneration for their service such sums, if any, as the Company in general

meeting may determine and such remuneration shall be divided among them in

such proportions and manner as the directors may determine; the directors may

also be paid their reasonable travelling and hotel and other expenses incurred in

consequence of their attendance at Board meetings and otherwise in the execution

of their duties as directors.

112 The continuing directors may act notwithstanding any vacancy in their body; but

if the number falls below the minimum above fixed the directors shall not, except

in emergencies or for the purpose of filling vacancies, act so long as the number is

below the minimum.

113 A director may, in conjunction with the office of director, and on such terms as

to remuneration and otherwise as the directors arrange or determine, hold any

other office or place of profit under the Company or under any company in which

this Company shall be a shareholder or otherwise interested or under any other

company.

114 The office of the director shall ipso facto be vacated if the director

(

a) becomes bankrupt or makes an authorized assignment or suspends

payment, or compounds with the creditors of the director;

(

b) is found lunatic or becomes of unsound mind;

(

c) by notice in writing to the Company, resigns the office of director; or

(

d) is removed by resolution of the Company as provided in these Articles

or any amendments thereto.

(1) No director shall be disqualified by the office of the director from

contracting with the Company either as vendor, purchaser or otherwise, nor

shall any such contract, or any contract or arrangement entered into or

proposed to be entered into by or on behalf of the Company in which any

director shall be in any way interested, either directly or indirectly, be

avoided, nor shall any director so contracting or being so interested, be liable

to account to the Company for any profit realized by any such contract or

arrangement by reason only of such director holding that office or of the

fiduciary relations thereby established; however, the existence and nature of

the interest of the director must be declared by the director at a meeting of

the directors.

(2) In the case of a proposed contract such director shall declare the interest at

the meeting of directors at which the question is first taken into

consideration, or if the director was not then interested, at the next meeting

held after the director became so interested, and when the director becomes

interested after it is made, the director shall declare the interest of the

director at the first meeting held after the director becomes so interested.

(3) A general notice given to the directors by a director that the director is a

member, shareholder or director of any specified firm or company, and is to

be regarded as interested in any transaction or contract with such firm or

company shall be deemed to be sufficient declaration under this

Article and

no further or other notice shall be required.

(4) No director shall, as a director, vote in respect of any contract or

arrangement in which the director is so interested, or if the director does so

vote, the vote of the director shall not be counted.

(5) This prohibition may at any time or times be suspended or relaxed to any

extent by a general meeting and shall not apply to any contract by or on

behalf of the Company to give to the directors or any of them any security

for advances or by way of indemnity.

Election of directors

(1) At every annual general meeting, all the directors shall retire from office, but

shall hold office until the dissolution of the meeting at which their successors

are elected.

(2) The Company shall at such meeting fill the vacant offices by electing a like

number of persons to be directors, unless it is determined at such meeting to

reduce or increase the number of directors.

(3) A retiring director shall be eligible for re-election.

117 If at any annual general meeting at which an election of directors ought to take

place and no such election takes place, or if no annual general meeting is held in

any year or period of years, the retiring directors shall continue in office until

their successors are elected and a general meeting for that purpose may on notice

be held at any time.

118 The Company in general meeting may from time to time increase or reduce the

number of directors, and may determine or alter their qualifications.

119 The Company may, by special resolution, remove any director before the

expiration of the period of office of the director and appoint another person in the

stead of the director; and the person so appointed shall hold office during such

time only as the director in whose place the person is appointed would have held

the same if the director had not been removed.

120 Any casual vacancy occurring among the directors may be filled by the directors,

but any person so chosen shall retain office only so long as the vacating director

would have retained it if the vacating director had continued as a director.

Managing director

121 The directors may from time to time appoint one or more of their body to be

managing director or managing directors of the Company, either for a fixed term

or without any limitation as to the period for which the managing director or

managing directors are to hold such office, and may, from time to time, remove

or dismiss the managing director or managing directors from office and appoint

another or others in place of the managing director or managing directors.

122 A managing director shall, subject to the provisions of any contract between the

managing director and the Company, be subject to the same provisions as to

resignation and removal as the other directors of the Company, and if the

managing director ceases to hold the office of director for any cause, the

managing director shall, ipso facto, and immediately, cease to be managing

director.

123 The remuneration of a managing director shall from time to time be fixed by the

directors, and may be by way of salary, or commission, or participating in profits,

or by any or all of these modes.

124 The directors may from time to time entrust to, and confer upon a managing

director for the time being such of the powers exercisable under these Articles by

the directors as they think fit, and may confer such powers for such time, and to

and with such restrictions, as they think expedient; and they may confer such

powers either collaterally with, or to the exclusion of, and in substitution for, all or

any of the powers of the directors in that behalf; and may from time to time

revoke, withdraw, alter or vary all or any of such powers.

The President and Vice-President

(1) The directors shall elect the President of the Company, who need not be a

director, and may determine the period for which the President is to hold

office.

(2) The President shall have general supervision of the business of the Company

and shall perform such duties as may be assigned to the President from time

to time by the Board.

126 The directors may also elect vice-presidents and determine the period for which

they are to hold office and a vice-president need not be a director and any vice-president shall, at the request of the President or the Board and subject to the

directions of the Board, perform the duties of the President during the absence,

illness or incapacity of the President.

127 If the directors so decide, the same person may hold more than one of the offices

provided for in these Articles.

Chairman of the Board

(1) The directors may also elect one of their number to be Chairman of the

Board and may determine the period during which the Chairman is to hold

office.

(2) The Chairman shall perform such duties and receive such special

remuneration as the Board may from time to time provide.

Proceedings of directors

129 The directors may meet together for the dispatch of business, adjourn, and

otherwise regulate their meetings and proceedings as they think fit, and may

determine the quorum necessary for the transaction of business, but until

otherwise determined, two or more directors shall constitute a quorum if two or

more directors have been appointed.

(1) Meetings of directors may be held either within or without the Province and

the directors may from time to time make arrangements relating to the time

and place of holding directors' meetings, the notice to be given thereof and

what meetings may be held without notice.

(2) Unless otherwise provided by such arrangements

(

a) a meeting of directors may be held at the close of every annual general

meeting of the Company without notice;

(

b) notice of every other directors' meeting shall be delivered or mailed or

telegraphed or telephoned to each director 48 hours before the meeting

is to take place;

(

c) a meeting of directors may be held without formal notice if all the

directors are present, or if those absent have signified their assent to

such meeting or their consent to the business transacted at the meeting;

(

d) the accidental omission to give any such notice to any of the directors

or the failure of any director to receive such notice shall not invalidate

any resolution passed at any such meeting.

(1) The President or any director may at any time, and the Secretary shall, upon

the request of the President or any director, summon a meeting of the

directors to be held at the office.

(2) The President, the Chairman of the Board or a majority of the Board and the

Secretary at the request of the President, the Chairman of the Board or a

majority of the Board, may at any time summon the meeting to be held

elsewhere.

132 Questions arising at any meeting of directors shall be decided by a majority of

votes, and in case of an equality of votes the Chairman shall have a second or

casting vote.

(1) The Chairman of the Board shall preside at the meeting of the directors.

(2) If no Chairman of the Board is elected, or if at any meeting of the directors

the Chairman is not present within five minutes after the time appointed for

holding the same, the President shall preside, and if the President is not

present at the time appointed for holding the meeting a vice-president of the

Company shall preside, however, both President and Vice-President must be

directors to be so appointed, and if neither the President nor Vice-President

be present at any meeting within the prescribed time, the directors present

shall choose some one of their number to be Chairman of such meeting.

134 A meeting of the directors for the time being at which a quorum is present shall

be competent to exercise all or any of the authorities, powers and discretion for

the time being vested in or exercisable by the directors generally.

(1) The directors may delegate any of their powers to committees, consisting of

such number of members of their body as they think fit.

(2) Any committee so formed shall in the exercise of the powers so delegated

conform to any Articles that may be imposed on them by the directors.

136 The meetings and proceedings of any such committee consisting of two or more

members shall be governed by the provisions contained in this Table for

regulating the meetings and proceedings of the directors so far as the provisions

are applicable thereto and are not superseded by any Articles made by the

directors under the preceding Article.

137 All acts done at any meeting of the directors or of a committee of directors, or by

any person acting as a director shall, notwithstanding that it shall afterwards be

discovered that there was some defect in the appointment of such directors or

persons acting as aforesaid, or that they or any of them were disqualified, be as

valid as if every such person had been duly appointed and was qualified to be a

director.

(1) A resolution in writing and signed by every director who would be entitled to

vote on the resolution at a meeting is as valid and effectual as if it had been

passed at a meeting of the directors duly called and constituted.

(2) A resolution so effected shall be deemed to constitute a waiver of any notice

required under these Articles or the Act to have been given for such a

meeting.

(3) The signature of a member who is a body corporate shall be evidenced by the

signature of an officer or officers, director or directors, or other person or

persons authorized by the body corporate.

139 Where the Company has only one director, the business affairs of the Company

shall be managed by such director and all business which may be transacted at a

meeting of the directors shall be transacted by such director in the manner

provided for in

Article 138.

140 If any one or more of the directors are called upon to perform extra services or to

make any special exertions in going or residing abroad or otherwise for any of the

purposes of the Company, or the business thereof, the Company may remunerate

the director or directors so doing, either by a fixed sum or by a percentage of

profits or otherwise, as may be determined by the directors, and such

remuneration may be either in addition to or in substitution for the share of the

director in the remuneration above provided.

Registers

141 The directors shall cause a proper Register of the members of the Company to be

kept in accordance with the provisions of the Act.

142 The directors may cause to be kept in any place outside of the Province a Branch

Register of members in accordance with the provisions of the Act.

143 The directors shall also cause to be kept a proper Register, containing the names

and addresses and occupations of its directors or managers in accordance with the

provisions of the Act.

144 The directors shall cause a proper Register of the holders of debentures to be kept

at the registered Office of the Company in accordance with the provisions of the

Act.

145 The directors may cause to be kept in any place outside of the Province a Branch

Register of the holders of debentures in accordance with the provisions of the Act.

Minutes

146 The directors shall cause minutes to be duly entered in books for that purpose

(

a) of all appointments of officers;

(

b) of the names of the directors present at each meeting of the directors

and of any committees of directors;

(

c) of all orders made by the directors and committees of directors;

(

d) of all resolutions and proceedings of meetings of the shareholders and

of meetings of the directors,

and any such minutes of any meeting of the directors or of any committee, or of

the Company 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 matter stated in such minutes.

Powers of directors

147 The management of the business of the Company shall be vested in the directors,

who, in addition to the powers and authorities by these Articles 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 applicable

statutes and of these Articles, and to any Articles from time to time made by the

Company in general meeting; provided that no

Article so made shall invalidate

any prior act of the directors, which would have been valid if such

Article had not

been made.

148 Without restricting the generality of the provisions of

Article 147 and without

prejudice to the general powers conferred thereby and the other powers conferred

by these Articles, it is hereby expressly declared that the directors shall have the

following powers, that is to say, power from time to time to

(

a) take such steps as they think fit to carry into effect any agreement or

contract made by or on behalf of the Company;

(

b) pay the costs, charges and expenses, preliminary and incidental to the

promotion, formation, establishment, and registration of the Company;

(

c) purchase, or otherwise acquire, for the Company any property, rights or

privileges which the Company is authorized to acquire, and at such price

(

d) at their discretion, pay for any property, rights, or privileges acquired by,

or services rendered to the Company, either wholly or partially in cash

or in shares, bonds, debentures or other securities of the Company, and

any such shares may be issued either as fully paid up, or with such

amount credited as paid up thereon as may be agreed upon; and any

such bonds, debentures, or other securities may be either specifically

charged upon all or any part of the property of the Company and its

uncalled capital, or not so charged;

(

e) subject to the Act, secure the fulfillment of any contracts or

engagements entered into by the Company, by mortgage or charge of all

or any of the property of the Company and its unpaid capital for the time

being, or in such other manner as they may think fit;

(

f) appoint, and at their discretion remove or suspend, such experts,

managers, secretaries, treasurers, officers, clerks, agents and servants for

permanent, temporary or special services, as they from time to time

think fit, and determine their powers and duties, and fix their salaries or

emoluments, and require security in such instances and to such amounts

as they think fit;

(

g) accept from any member insofar as the law permits, and on such terms

and conditions as shall be agreed upon, a surrender of the shares of the

member or any part thereof;

(

h) appoint any person or persons, whether incorporated or not, to accept

and hold in trust for the Company any property belonging to the

Company, or in which it is interested, and for any other purposes, and

execute and do all such deeds and things as may be requisite in relation

to any such trust, and provide for the remuneration of any such trustee

or trustees;

(

i) institute, conduct, defend, compound, or abandon, any legal

proceedings by or against the Company, or its officers, or otherwise

concerning the affairs of the Company, and also to compound and allow

time for payment or satisfaction of any debts due, and of any claims or

demands by or against the Company;

(

j) refer any claims or demands by or against the Company to arbitration,

and observe and perform the awards;

(

k) make and give receipts, releases and other discharges for money

payable to the Company and for claims and demands of the Company;

(

l) determine who shall be entitled to exercise the borrowing powers of the

Company and sign on the Company's behalf, bonds, debentures or other

securities, bills, notes, receipts, acceptances, assignments, transfers,

hypothecations, pledges, endorsements, cheques, drafts, releases,

contracts, agreements and all other instruments and documents;

(

m) provide for the management of the affairs of the Company abroad in

such manner as they think fit, and in particular appoint any persons to be

the attorneys or agents of the Company with such powers, including

power to sub-delegate, and upon such terms as may be thought fit;

(

n) invest and deal with any of the moneys of the Company not

immediately required for the purposes thereof upon such securities and

in such manner as they think fit, and from time to time to vary or realize

such investments;

(

o) subject to the Act, execute in the name and on behalf of the Company,

in favour of any director or any other person who may incur or be about

to incur any personal liability for the benefit of the Company, such

mortgages of the Company's property, present and future, as they think

fit, and any such mortgages may contain a power of sale, and such other

powers, covenants and provisions as shall be agreed on;

(

p) give any officer or other person employed by the Company a

commission of the profits of any particular business or transaction, or a

share in the general profits of the Company, and such commission, or

share of profits, shall be treated as part of the working expenses of the

Company.

(

q) set aside out of the profits of the Company before declaring any

dividend, such sums as they think proper as a reserve fund to meet

contingencies, or to provide for dividends, or for depreciation, or for

repairing, improving and maintaining any of the property of the

Company and for such other purposes as the directors shall in their

absolute discretion think conducive to the interests of the Company, and

invest the several sums so set aside upon such investments other than

shares of the Company, as they may think fit, and from time to time deal

with and vary such investments, and dispose of all or any part thereof

for the benefit of the Company, and divide the reserve fund into such

special funds as they think fit, with full power to employ the assets

constituting the reserve fund in the business of the Company, and that

without being bound to keep the same separate from the other assets;

(

r) from time to time make, vary and repeal by-laws for the

Article of the

business of the Company, or of its officers and servants, or the members

of the Company, or any

section or class thereof;

(

s) enter into all such negotiations and contracts and rescind and vary all

such contracts, and execute and do all such acts, deeds and things in the

name and on behalf of the Company as they may consider expedient for

or in relation to any of the matters aforesaid; or otherwise for the

purpose of the Company;

(

t) to provide for the management of the affairs of the Company in such

manner as they shall think fit.

Solicitors

149 The Company may employ or retain a solicitor or solicitors, and such solicitors

may, at the request of the directors, or on instructions of the Chairman of the

Board, or the President or managing director, attend meetings of the directors or

shareholders, whether or not the solicitor is a member or director of the

Company, and if a solicitor is also a director, the solicitor may nevertheless

charge for services rendered to the Company as a solicitor.

Secretary and Treasurer

150 There shall be a Secretary of the Company, who shall keep the minutes of the

shareholders' and directors' meetings and shall perform such other duties as may

be assigned to the Secretary by the Board.

151 The directors may appoint a Treasurer of the Company to carry out such duties as

the Board may assign.

152 If the directors think it advisable, the same person may hold the offices of both

Secretary and Treasurer, or the offices of President and Secretary.

153 The directors may appoint a temporary substitute for the Secretary, who shall, for

the purposes of these Articles, be deemed to be the Secretary.

The seal

(1) The directors shall procure a seal for the Company and shall provide for its

safe custody.

(2) The seal may be affixed to any instrument in the presence of and

contemporaneously with the attesting signatures of two persons who are

officers and/or directors of the Company, or in the presence of and

contemporaneously with the attesting signature of any one person designated

by and under the authority of a resolution of the Board of directors or of a

committee of the Board.

(3) If the Company has only one director and officer, the common seal may be

affixed in the presence of and contemporaneously with the attesting signature

of that director and officer; and for the purpose of certifying documents or

proceedings of the Company, the common seal may be affixed by one of the

President, Vice-President, Secretary or a director.

155 The Company may have facsimiles of the common seal which may be used

interchangeably with the common seal.

156 The Company may have, for use at any place outside the Province to which the

corporate existence and capacity of the Company extends, an official seal that is a

facsimile of the common seal of the Company with the addition on its face of the

name of the place where it is to be used; and the Company may by writing under

the seal of its common seal authorize any person to affix such official seal to any

document at such place to which the Company is a party, and may prescribe and

limit the type of documents to which the official seal may be affixed by such

person.

Dividends

(1) The profits of the Company, subject to the provisions of the memorandum of

association, and these Articles and to the rights of persons, if any, entitled to

shares with special rights as to dividends, may be divided among the

members in proportion to the amount of capital paid up on the shares held by

them respectively.

(2) Where capital is paid up in advance of calls upon the footing that the same

shall carry interest, such capital shall not while carrying interest confer a right

to participate in profits.

158 The directors may from time to time declare such dividend upon the shares of the

Company as they may deem proper according to the rights of the members and the

respective classes thereof, and may determine the date upon which the same shall

be payable, and provide that any such dividend shall be payable to the persons

registered as the holders of the shares in respect of which the same is declared at

the close of business upon such date as the directors may specify, and no transfer

of such shares made or registered, after the date so specified, shall pass any right

to the dividend so declared.

159 No dividend shall be payable except out of the profits of the Company, and no

dividend shall carry interest against the Company.

160 The declaration of the directors as to the amount of the net profits of the

Company shall be conclusive.

161 The directors may from time to time pay to the members such interim dividends

as in their judgment the position of the Company justifies.

162 The directors may deduct from the dividends payable to any member all such

sums of money as may be due and payable by the member to the Company on

account of calls, instalments or otherwise, and may apply the same in or towards

satisfaction of such sums of money so due and payable.

163 The directors may retain any dividends on which the Company has a lien, and

may apply the same in or towards satisfaction of the debts, liabilities or

engagements in respect of which the lien exists.

164 The directors may retain the dividends payable upon shares or stock in respect of

which any person is under the transmission clause entitled to become a member,

or which any person under that clause is entitled to transfer until such person has

become a member in respect thereof, or shall duly transfer the same.

165 The directors, on declaring a dividend, may make a call on the members of such

amounts as they may fix, but so that the call on each member shall not exceed the

dividend payable to the member, and so that the call be made payable at the same

time as the dividend, and the dividend may, if so arranged between the Company

and the member, be set off against the call; and the making of a call under this

Article shall be deemed and be business of a directors' meeting which declares

such a dividend.

166 The directors, on declaring a dividend, may resolve that such dividend be paid

wholly or in part by the distribution of specific assets, and in particular of paid up

shares, debentures, bonds or debenture stock of the Company or paid up shares,

debentures, bonds or debenture stock of any other Company or in any one or more

of such ways.

167 The directors may resolve that any moneys, investments, or other assets forming

part of the undivided profits of the Company standing to the credit of the reserve

funds or in the hands of the Company and available for dividend, or representing

premiums received on the issue of shares and standing to the credit of the share

premium account, be capitalized and distributed amongst such of the shareholders

as would be entitled to receive the same if distributed by way of dividend and in

the same proportions, and that all or any part of such capitalized fund be applied

on behalf of such shareholders in paying up in full either at par or at such

premium as the resolution may provide, any unissued shares or debentures or

debenture stock of the Company which shall be distributed accordingly or in or

towards payment of the uncalled liability on any issued shares or debentures or

debenture stock, and that such distribution or payment shall be accepted by such

shareholders in full satisfaction of their interest in the said capitalized sum.

(1) For the purposes of giving effect to any resolution under the two last

preceding Articles, the directors may settle any difficulty which may arise in

regard to the distribution as they think expedient, and in particular may issue

fractional certificates, and may fix the value for distribution of any specific

assets, and may determine that cash payment shall be made to any members

upon the footing of the value so fixed, or that fractions of less value than five

dollars may be disregarded in order to adjust the rights of all parties, and may

vest any such cash or specific assets in trustees upon such trusts for the

person entitled to the dividend or capitalized fund as may seem expedient to

the directors.

(2) Where requisite, proper memoranda shall be filed in accordance with the Act.

169 A transfer of shares shall not pass the right to any dividend declared thereon after

such transfer and before the registration of the transfer.

170 Any one of several persons who is registered as the joint holder of any share may

give effectual receipts for all dividends and payments on account of dividends in

respect of such share.

171 Unless otherwise determined by the directors, any dividend may be paid by a

cheque or warrant delivered to or sent through the post to the registered address of

the member entitled, or, in the case of joint holders, to the registered address of

that one whose name stands first on the Register in respect of the joint holding,

and every cheque or warrant so delivered or sent shall be made payable to the

order of the person to whom it is delivered or sent.

172 Notice of the declaration of any dividend, whether interim or otherwise, shall be

given to the holders of registered shares in the manner hereinafter provided.

173 All dividends unclaimed for one year after having been declared may be invested

or otherwise made use of by the directors for the benefit of the Company until

claimed.

174 Any meeting declaring a dividend may resolve that such dividend be paid wholly

or in part by the distribution of specific assets, and in particular of paid up shares,

debentures, bonds or debenture stock of the Company or paid up shares,

debentures, bonds, or debenture stock of any other Company, or in any one or

more of such ways.

Accounts

175 The directors shall cause proper books of account to be kept of the sums of

money received and expended by the Company, and the matters in respect of

which such receipt and expenditure takes place, and of all sales and purchases of

goods by the Company, and of the assets, credits and liabilities of the Company.

176 The books of account shall be kept at the head office of the Company or at such

other place or places as the directors may direct.

177 The directors shall from time to time determine whether and to what extent and at

what times and places and under what conditions or Articles the accounts and

books of the Company or any of them shall be open to inspection of the members,

and no member shall have any right of inspecting any account or book or

document of the Company except as conferred by statute or authorized by the

directors or a resolution of the Company in general meeting.

178 At the annual general meeting in every year the directors shall lay before the

Company the financial statements, report of the auditor, if any, and the report of

the directors required by subsection 121(1) of the Act.

179 The financial statements shall be approved by the Board and the approval shall be

evidenced by the signature at the foot of the balance sheet of two directors of the

Company duly authorized to sign, or if the Company has only one director, by the

signature at the foot of the balance sheet of that director.

180 The directors shall send copies of the financial statements, together with copies of

the auditor's report, if any, and the report of the directors, if applicable, to all

members who hold voting securities of the Company and to all other members

entitled to receive notices of general meetings of the Company at least seven days

before the date of the general meeting before which they are to be placed.

Auditors and audit

(1) The Company shall at each annual general meeting appoint an auditor or

auditors to hold office until the next annual general meeting.

(2) If at any general meeting at which the appointment of an auditor or auditors is

to take place no such appointment takes place, or if no annual general

meeting is held in any year or period of years, the directors shall appoint an

auditor to hold office until the next annual general meeting.

182 The first auditors of the Company may be appointed by the directors at any time

before the first annual general meeting and the auditors so appointed shall hold

office until such meeting unless previously removed by a resolution of the

shareholders in general meeting, in which event the shareholders at such meeting

may appoint auditors.

183 The directors may fill any casual vacancy in the office of the auditor but while

any such vacancy continues the surviving or continuing auditor or auditors, if any,

may act.

(1) Subject to an exemption order made pursuant to subsection 119A(5) of the

Act, a person is disqualified from being an auditor of the Company if the

person is not independent of the Company, all of its affiliates, or of the

directors or officers of the Company and its affiliates.

(2) For the purpose of this

Article

(

a) independence is a question of fact; and

(

b) a person is deemed not to be independent if the person or the person's

business partner

(

i) is a business partner, director, officer or employee of the Company

or any of its affiliates, or a business partner of any director, officer

or employee of the Company or any of its affiliates,

(ii) beneficially owns, directly or indirectly, or exercises control or

direction over a material interest in the shares of or debt owing by

the Company or any of its affiliates, or

(iii) has been a receiver, receiver and manager, liquidator or trustee in

bankruptcy of the Company or any of its affiliates within two years

of the person's proposed appointment as auditor of the Company.

(3) An auditor who becomes disqualified pursuant to this

Article shall resign

forthwith upon becoming aware of the disqualification.

185 The remuneration of the auditors shall be fixed by the Company in general

meeting, or by the directors pursuant to authorization given by the shareholders at

the annual general meeting except that the remuneration of an auditor appointed

to fill a casual vacancy may be fixed by the directors.

(1) The auditors shall conduct such audit and make such examination of the

financial statements of the Company required by the Act to be placed before

the members in general meeting as is necessary for the auditors to report

thereon.

(2) The auditors shall report on the financial statements in the form

recommended from time to time in the Handbook of the Canadian Institute of

Chartered Accountants.

(1) The members may, except where the auditor has been appointed by order of

the court pursuant to the Act, by resolution passed by a majority of the votes

cast at a special meeting duly called for the purpose, remove an auditor before

the expiration of the auditor's term of office and shall, by a majority of the

votes cast at that meeting, appoint another auditor in place of the removed

auditor for the remainder of the term.

(2) Before calling a special meeting for the purpose specified in sub-article (1) or

an annual general or special meeting where the directors are not

recommending the re-appointment of the incumbent auditor, the Company

shall, fifteen days or more before the mailing of the notice of the meeting,

give to the auditor

(

a) written notice of the intention to call the meeting, specifying therein the

date on which the notice of the meeting is proposed to be mailed; and

(

b) a copy of all material proposed to be sent to members in connection

with the meeting.

(3) An auditor has the right to make to the Company, three days or more before

the mailing of the notice of the meeting, representations in writing concerning

(

a) the auditor's proposed removal as auditor;

(

b) the appointment or election of another person to fill the office of

auditor; or

(

c) the auditor's resignation as auditor,

and the Company, at its expense, shall forward with the notice of the meeting

a copy of such representations to each member entitled to receive notice of

the meeting.

(4) The Company shall give notice in writing to an auditor of the auditor's

appointment forthwith after the appointment is made.

(5) A resignation of an auditor becomes effective at the time the written

resignation is sent to the Company or at the time specified in the resignation,

whichever is later.

(1) Upon the demand of an auditor of the Company, the present or former

directors, officers, employees or agents of the Company shall furnish such

(

a) information and explanations; and

(

b) access to records, documents, books, accounts and vouchers of the

Company or any of its subsidiaries,

as are, in the opinion of the auditor, necessary to enable the auditor to make

the examination and report required under the Act and that the directors,

officers, employees and agents are reasonably able to furnish.

(2) Upon the demand of an auditor of the Company, the directors of the

Company shall

(

a) obtain from the present or former directors, officers, employees and

agents of any subsidiary of the Company the information and

explanations that the present or former directors, officers, employees

and agents are reasonably able to furnish and that are, in the opinion of

the auditor, necessary to enable the auditor to make the examination and

report required under the Act; and

(

b) furnish the information and explanations so obtained to the auditor.

(3) The auditor of the Company is entitled to receive notice of every meeting of

members and, at the expense of the Company, to attend and be heard at the

meeting on matters relating to the auditor's duties as an auditor.

(4) If any director or member of the Company, whether or not the member is

entitled to vote at the meeting, gives written notice not less than five days

before a meeting of the Company to the auditor or former auditor of the

Company, the auditor or former auditor shall attend the meeting at the

expense of the Company and answer questions relating to the auditor or

former auditor's duties as auditor.

(5) A director or member who sends a notice referred to in sub-article (4) shall

send concurrently a copy of the notice to the Company.

189 The auditors' report shall be placed before each annual general meeting of the

Company and shall be read at the meeting and be open for inspection by the

members present.

(1) A director or officer of the Company shall forthwith notify all directors and

the auditor or former auditor of any error or misstatement of which the

director or officer becomes aware in a financial statement that the auditor or

former auditor has reported upon if the error or misstatement in all the

circumstances appears to be significant.

(2) Where the auditor or former auditor of the Company is notified or becomes

aware of an error or misstatement in a financial statement upon which the

auditor or former auditor has reported, and if in the auditor's or former

auditor's opinion the error or misstatement is material, the auditor or former

auditor shall inform each director accordingly.

(3) Where, pursuant to sub-article (2), the auditor or former auditor informs the

directors of an error or misstatement in a financial statement, the directors

shall, within a reasonable time

(

a) prepare and issue revised financial statements; or

(

b) otherwise inform the members and any debenture holder of the

Company who has demanded or been furnished with the financial

statements which contain the error or misstatement.

191 If one auditor only is appointed, all the provisions herein contained relating to

auditors shall apply to the auditor.

(1) If all of the members of the Company consent thereto, the provisions of these

Articles and Sections 117 and 119 to 119B of the Act regarding the

appointment of auditors and duties of auditors do not apply with respect to

the financial year in respect of which the consent is given.

(2) Sub-article (1) shall not apply if the Company is a reporting issuer or a

reporting company.

Notices

193 A notice may be served by the Company upon members personally or by sending

it through the post in a prepaid envelope or wrapper addressed to such member at

his registered place of address.

194 Members who have no registered place of address shall not be entitled to receive

any notice.

195 The holder of a share warrant shall not, unless otherwise expressed therein, be

entitled in respect thereof to notice of any general meeting of the Company.

196 Any notice required to be given by the Company to the members or any of them,

and not expressly provided for by these Articles, shall be sufficiently given if

given by advertisement.

197 Any notice given by advertisement shall be advertised in a paper

(

a) published in the place where the head office of the Company is situated;

(

b) in general circulation where the head office of the Company is situated;

(

c) if no paper is published or in general circulation, then in any newspaper

published in the City of Halifax.

198 All notices shall, with respect to any registered shares to which persons are jointly

entitled, be given to whichever of such persons is named first in the Register for

such shares, and notice so given shall be sufficient notice to all the holders of such

shares.

(1) Any notice sent by post shall be deemed to be served on the day following

that upon which the letter, envelope or wrapper containing it is posted, and in

proving such service it shall be sufficient to prove that the letter, envelope or

wrapper containing the notice was properly addressed and put into the post

office with the postage prepaid thereon.

(2) A certificate in writing signed by any manager, Secretary or other official of

the Company that the letter, envelope or wrapper containing the notice was so

addressed and posted shall be conclusive evidence thereof.

(3) The foregoing provisions of this clause shall not apply to a notice of a

meeting of the directors.

200 Every person who by operation of law, transfer or other means whatsoever

becomes entitled to any share shall be bound by every notice in respect of such

share that, prior to the name and address of the person being entered on the

Register, was duly served in the manner hereinbefore provided upon the person

from whom the person derived title to such share.

201 Any notice or document so advertised or sent by post to or left at the registered

address of any member in pursuance of the Articles, shall, notwithstanding that

such member is then deceased and that the Company has notice of the decease of

the member, be deemed to have been served in respect of any registered shares,

whether held by such deceased member solely or jointly with other persons, until

some other person is registered in place of the deceased member as the holder or

joint holder thereof, and such service shall for all purposes of these Articles be

deemed a sufficient service of such notice or documents on the heirs, executors or

administrators of the deceased member and all persons, if any, jointly interested

with the deceased member in any such share.

202 The signature to any notice given by the Company may be written or printed.

203 When a given number of days' notice or notice extending over any other period is

required to be given, the day of service and the day upon which such notice

expires shall not, unless it is otherwise provided, be counted in such number of

days or other period.

Indemnity

204 Every director, manager, Secretary, Treasurer and other officer or servant of the

Company shall be indemnified by the Company against, and it shall be the duty of

the directors out of the funds of the Company to pay, all costs, losses and

expenses that any such director, manager, Secretary, Treasurer or other officer or

servant may incur or become liable to pay by reason of any contract entered into,

or act or thing done by him as such officer or servant or in any way in the

discharge of his duties including travelling expenses; and the amount for which

such indemnity is proved shall immediately attach as a lien on the property of the

Company and have priority as against the members over all other claims.

205 No director or other officer of the Company shall, in the absence of any

dishonesty on the part of the director or such other officer, be liable for the acts,

receipts, neglects or defaults of any other director or officer, or for joining in any

receipt or other act for conformity, or for any loss or expense happening to the

Company through the insufficiency or deficiency of title to any property acquired

by order of the directors for or on behalf of the Company, or through the

insufficiency or deficiency of any security in or upon which any of the moneys of

the Company are invested, or for any loss or damage arising from the bankruptcy,

insolvency or tortious act of any person with whom any moneys, securities or

effects are deposited, or for any loss occasioned by error of judgment or oversight

on his or her part, or for any other loss, damage or misfortune whatsoever which

happens in the execution of the duties of his or her office or in relation thereto.

Reminders

206 The directors shall comply with the following provisions of the Act or the

Corporations Registration Act where indicated:

(

a) keep a Register of members;

(

b) keep a register of the holders of debentures;

(

c) send a notice to the Registrar of any consolidation, division, conversion

or reconversion of the share capital or stock of the Company;

(

d) send notice to the Registrar of any increase of capital;

(

e) call a general meeting every year within the proper time and the meeting

must be held no later than fifteen months after the preceding general

meeting;

(

f) send to the registrar typed or printed copies of all special resolutions;

(

g) keep a register of directors and managers, send to the Registrar a copy

thereof and notify the Registrar of all changes therein;

(

h) when shares are issued for a consideration other than cash, file a copy of

the contract with the Registrar on or before the date on which the shares

are issued;

(

i) send to the Registrar notice of the address of the Company's registered

office and of all changes in such address;

(

j) keep proper minutes of all general meetings and directors' meetings in

books reserved for the purpose and kept at the Company's registered

office;

(

k) obtain a certificate under the Corporations Registration Act as soon as

business is commenced;

(

l) send notice of recognized agent to Registrar in compliance with

provisions of the Corporations Registration Act;

(

m) ensure that the Register of shareholders is always kept up to date;

(

n) ensure that the register of directors is always kept up to date;

(

o) send notice to the Registrar of any redemption or purchase of

preference shares; and

(

p) file with the Registrar, upon the issuance of shares without nominal or

par value, a declaration by the Secretary of the Company stating the

number of shares so issued and the amount received for the shares.