Attached files
Exhibit 3.2
BY-LAW NO.
1
A
by-law relating generally to
The transaction of
the business and affairs
of
CAPITAL
RESERVE CANADA LIMITED
(hereinafter
referred to as die "Corporation") DIRECTORS
1. Calling
of and Notice of Meetings - Meetings of the board shall be held at such
time and on such day as
the chairman of the board, president or a vice-president, if any, or any two
directors may determine. Notice of
meetings of the board shall be given to each director not less than forty-eight
hours before the time when the
meeting is to be held. Each newly elected board may without notice hold its
first meeting for the purposes
of organization and the election and appointment of officers immediately
following the meeting of shareholders
at which such board was elected, provided a quorum of directors be
present.
2. Votes to
Govern - At all
meetings of the board every question shall be decided by a majority of the
votes
cast on the question; and in case of an equality of votes the chairman of the
meeting shall [not] be entitled
to a second or casting vote.
3. Quorum - A majority of the
minimum number of directors specified in the Articles of the Corporation
shall constitute a quorum for the transaction of business at any meeting of
directors.
4. Interest
of Directors and Officers Generally in Contracts - No director or officer
shall be disqualified
by his office from contracting with the Corporation nor shall any contract
arrangement entered into by
or on behalf of the Corporation with any director of officer or in which any
director or officer is in any way
interested be liable to be voided nor shall any director of officer so
contracting or being so interested by liable
to account to the Corporation for any profit realized by any such contract or
arrangement by reason of such
director or officer holding that office or of the fiduciary relationship thereby
established; provided that the
director or officer shall have complied with the provisions of the Business
Corporations Act.
MEETINGS BY
TELEPHONE
5.
Directors
and Shareholders - A director may participate in a meeting of the board
or of a committee of the board and a shareholder may participate in a meeting of
shareholders by means of telephone or other communication facilities that permit
all persons participating in any such meeting to hear each
other.
SHAREHOLDERS'
MEETINGS
6- Quorum
- One shareholder or duly appointed proxyholder personally present shall
constitute a quorum for a meeting of shareholders for the choice of a chairman
and adjournment of the meeting. For all other purposes the quorum of a meeting
of the shareholders shall be the shareholders or duly appointed proxyholders
personally present not being less than one in number, and holding or
representing by proxy, not less than
five percent of the issued shares of the Corporation of the class or classes
respectively enjoying voting rights at such meeting. Notwithstanding the
foregoing, if the articles of the Corporation provide for a different quorum in
respect of a meeting of shareholders of airy class or series of shares., such
provisions in the articles shall be incorporated into tins bylaw and shall be
deemed to govern the quorum requirements in respect of any such
meeting.
INDEMNIFICATION
7, Indemnification
of Directors and Officers - The Corporation
shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation or a person who
acts or acted at the Corporation's
request as a director or officer of a body corporate of -which the Corporation
is or was a shareholder
or creditor, and his heirs and legal representatives to the extent permitted by
the Business Corporations
Act.
8, Indemnity
of Others - Except as otherwise required by the Business Corporations Act
and subject to
paragraph 6, the Corporation may from time to time indemnify and save harmless
any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the
Corporation) by reason of the fact that he is or was an employee or agent of the
Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, agent of or
participant in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including legal fees),
judgments,
fines and any amount actually and reasonably incurred by him in connection with
such action, suit or
proceeding if he acted honestly and in good faith with a view to the best
interests of the Corporation, and with
respect to any criminal or administrative action or proceeding that is enforced
by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. The
termination of any action, suit or proceeding
by judgment, order, settlement or conviction, shall not, or in itself, create a
presumption that the person
did not act honestly and in good faith with a view to the best interests of the
Corporation, and, with respect
to any criminal or administrative action or proceeding that is enforced by a
monetary penalty, had no reasonable
grounds for believing that his conduct was not lawful.
9. Right of
Indemnity Not Exclusive - The provisions for indemnification contained in
the by-laws of the
Corporation shall not be deemed exclusive of any other rights to which those
seeking indemnification may be
entitled under any by-law, agreement vote of shareholders or disinterested
directors or otherwise, both as to action
in his official capacity and as to action In another capacity while holding such
office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit
of the heirs, executors and administrators of such a person.
10. No
Liability of Directors or Officers for Certain Acts, etc. - To the extent
permitted by law, no director
or officer for the time being of the Corporation shall be liable for the acts,
receipts, neglects or defaults
of any other director or officer or employee or for joining in any receipt or
act for conformity or for any loss,
damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any
property acquired by the Corporation or for or on behalf of the Corporation or
for the insufficiency or deficiency
of any security in or upon which any of the moneys of or belonging to the
Corporation shall be placed
out or invested or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person,
firm or corporation with whom or which any moneys, securities or effects shall
be lodged or deposited or for
any loss, conversion, misapplication or misappropriation of or any damage
resulting from any dealings with any moneys, securities or other assets
belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to act honestly and in good faith with a view to the best
interests of the Corporation and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. If any director or officer of the Corporation shall be
employed by or
shall perform services for the Corporation, the fact of his being a director or
officer of the Corporation shall not disentitle such director or officer or such
firm or company, as the case may be, from receiving proper remuneration for such
services.
BANKING ARRANGEMENT.
CONTRACTS, ETC.
11. Banking Arrangements
- The banking business of the Corporation, or any part thereof, shall be
transacted
with such banks, trust companies or other financial institutions as the board
may designate; appoint or
authorize from time to time by resolution and all such backing business, or any
part thereof; shall be transacted
on the Corporation's behalf by such one or more officers and/or other persons as
the board may designate,
direct or authorize from time to time by resolution and to the extent therein
provided.
12. Execution of
Instruments - Contracts, documents or instruments in writing requiring
execution by the
Corporation may be signed by any one officer or director, and all contracts,
documents or instruments in writing
so signed shall be binding upon the Corporation without any further
authorization or formality. The person or persons on behalf of the Corporation
to sign and deliver either contracts, documents or instruments in writing
generally or to sign either manually or by facsimile signature and deliver
specific contracts, documents or instruments in writing. The term "contracts,
documents or instruments in writing" as used in this by-law shall include share
certificates, warrants, bonds, debentures or other securities or security
instruments of The Corporation, deeds, mortgages, charges, conveyances,
transfers and assignments of property and all kinds including specifically but
without limitation transfers and assignments of shares, warrants, bonds,
debentures or other securities and all paper writings.
13. Voting Rights in Other
Bodies Corporate - The signing officers of the Corporation may execute
and deliver proxies and arrange for the issuance of voting certificates or other
evidence of the right to exercise me voting rights attaching to any securities
held by me Corporation, Such instruments shall be in favour of such persons as
may be determined by the officers executing or arranging for the same. In
addition, the hoard may from tune to time direct the manner in which and the
persons by whom any particular voting rights or class of voting rights may or
shall be exercised.
MADE the
8th day of December, 1999.
WITNESS
the Corporate seal of the Corporation.
/s/
President
/s/
Secretary-Treasurer
BY-LAW NO.
2
A by-law
respecting the borrowing of money, the issuing of securities and the securing of
liabilities by CAPITAL RESERVE CANADA LIMITED(hereinafter called the
"Corporation”).
IT IS
HEREBY ENACTED as a by-law of the Corporation as follows:
1. Without
limiting the borrowing powers of the Corporation as set forth in The Business
Corporations
Act, the Board may from time to time:
(a) borrow
money upon the credit of the
Corporation; •
(b) re-issue,
sell or pledge debt obligations of the Corporation;
(c) subject
to Section 42 of the Business Corporations Act as amended from time to time,
give a
guarantee on behalf of the Corporation to secure performance of an obligation
of
any
person;
(d)
mortgage,
hypothecate, pledge or otherwise create a security interest in all or any
property of me Corporation owned or subsequently acquired to secure any
obligation of the Corporation;
(e) to
provide security for any loans of the Corporation by an assignment
of;
(i) accounts
receivable
(ii) the proceeds of any policy of insurance
owned by fee Corporation
(iii) the proceeds or benefit or any contract or
chose in action;
(f
)sign
bills, notes, contracts and other evidences of or securities for money borrowed
or to be borrowed;
(g)authorize
any two officers acting jointly, provided that one is either one of the
President or Secretary and the other is any one of the Vice-Presidents or the
Treasurer of the Corporation, with or without substitution, to execute any or
all documents necessary for the above purposes,
2. The
Board may, from tune to time, delegate to a Committee of the Board, to a
Director or an
Officer of the Corporation or any other person as may be designated by the
Board, all or any of the powers
conferred on the Board by Paragraph 1 hereof or by The Business Corporations
Act, to such extent and in such manner as the Board shall determine at the time
of such delegation.
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Enacted
by the Board this 8th day of December, 1999 and confirmed by the
Shareholders in accordance with the Business Corporations Act, this 8th
day of December, AD 1999.
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