INCORPORATION - Law Society of...

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INCORPORATION

These materials were prepared by Scott Exner, of MacPherson Leslie & Tyerman law firm Regina,Saskatchewan for the Saskatchewan Legal Education Society Inc. seminar, Corporate Records for LegalAssistants; October 2000.

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INCORPORATION

I INTRODUCTION

The purpose of the following paper is to outline in general terms various aspects of incorporation

including:

(a) registering a name, the form of name, and the elements of a corporate name;

(b) preparing and registering incorporating documents;

(c) registering extra-provincial corporations;

(d) incorporating a non-profit corporation; and

(e) preparing initial shareholders and directors resolutions.

The paper will focus on incorporations under The Business Corporations Act (Saskatchewan)

(the "SBCA") and, with the exception of some precedent materials, will not discuss the

differences between the SBCA and the Canada Business Corporations Act. While the two

statutes are similar, there are obviously some technical differences.

Similarly, for non-profit corporations the paper will focus on The Non-Profit Corporations Act,

1995 (Saskatchewan) and not the federal Canada Corporations Act.

As a general comment, like other areas of practicing law, an important aspect of incorporating

companies and ensuring any problems are dealt with in a efficient manner is having a good

rapport with the Corporation Branch. Many problems can be avoided by discussing issues with

the Corporations Branch on an informal basis.

II CORPORATE NAMES

A RESERVING A CORPORATE NAME

The method for reserving a corporation name under the SBCA is by requesting a name search at

the Saskatchewan Corporations Branch. The reservation is good for 90 days. Form 27 is used

for a reservation.

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B AVAILABILITY OF SEARCH

Before attempting to register a corporate or business name, a s~arch as to the availability of the

proposed name should be requested to the Corporations Branch. If you telephone, make sure

you are ready to give the clerk the information required in the form. An applicant should have

one or more alternative names in the event the first name is not available.

C ELEMENTS OF CORPORATE NAME

Generally, a corporate name is composed of three elements which include a distinctive element,

a descriptive element and a legal element:

1 Distinctive Element

The distinctive elements is the unique identifier of the name which distinguishes one name from

another where the main type of business is the same or similar (see s. 8 of The Business

Corporations Regulations (the "Regulations")).

2 Descriptive Element

The descriptive element is a term that describes the main type of business the corporation carries

on or is proposed to carry on. For example, Harvey Shoe Store Limited or Harvey's Farm

Equipment Limited.

3 Legal Element

The legal element is a term that indicates the status of the entity as a corporation. Under Section

10 of SBCA the word "limited", "incorporated" or "corporation" or the abbreviated "Ltd.",

"Inc." or "Corp." shall be part of the name. Unless there is a good reason for doing otherwise a

name may contain only one legal element and it must be the last term in the name.

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D OTHER RULES FOR NAMES

1 Prohibited Names

(a) Misdescriptive Name

A name that misdescribes the name of a business to be carried on will not be accepted, ie:

Western Machinery Manufacturing Limited will not be accepted if the nature of the business is

"Farming ~d Ranching".

(b) Identical Names

A corporation may not be incorporated with a name identical to that of a previous Saskatchewan

corporation (s. 12 of SBCA) regardless of the fact that one corporation has been struck off the

register, changed its name, or is in the process of liquidation, or has otherwise lost exclusive use

of the name. A corporation may, however, revert to a name it had previously used, with the

exception of a numbered corporation which would have a new number assigned by the branch.

The new number assigned will become the corporation's new corporation number. However, the

use of punctuation or special characters is not a sufficient change, ie: the names which are so

viewed as being "identical".

(c) Name ofProvince

The Corporations Branch may refuse incorporation or registration of a corporation whose name

contain the word "Canada" or "Saskatchewan" or the name of any province (ss. 8(4) of

Regulations).

2 English, French And Other Language Forms In A Name

The name of a corporation may be set out in an English form, a French form, and an English and

a French form or in a combined English and French form. A corporation may set out its name in

its articles in any language form and it may be legally designated by any such form outside

Canada (see s. 10 of the SBCA).

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3 Number Names

Persons incorporating new corporations may, when time does not permit the usual name search

or a suitable name cannot be decided upon by the applicants, acquire a number name. The name

will consist of a designated number assigned by the Director and followed by the words

Saskatchewan and ending with Ltd. The number assigned will consist of a nine digit number

which is also the corporation number. The corporation may either retain the number as its name,

or change to another name at a later date.

4 Consent Required

Some of the situations where consent is required in order to register a name are:

(a) Year in a Name

If a successful corporation is to be incorporated with a name that is the same as an existing

corporation except for the year of incorporation, then the existing corporation must consent to

the name in writing and undertake to either dissolve or change its name to some other available

name within six months (s. 9 of the Regulations). An example of this situation is where White

Pharmacy Limited is existing and the proposed successor corporation is White Pharmacy (1994)

Limited.

(b) (Sask.) or (Saskatchewan) in a Name

The term (Sask.) or (Saskatchewan) is allowed near the end of a name where the corporation is a

subsidiary or affiliate of an existing extra-provincial corporation of the same name except for

that term. If the existing corporation's name appears on the register, consent is required,

otherwise some proof of the existence of the corporation in another jurisdiction is required.

5 Trademarks

While the Corporations Branch does not maintain records of all trademarks, names containing a

known trademark will not be approved unless you have the consent of the trademark holder.

Some of the more widely known ones are "Xerox", "Coke" and "Hertz". However, there are

many tradenames which are not widely known. Even if a name is approved, it does not relieve

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the applicant from the provisions of The Trademarks Act which prohibits infringement on

) existing marks.

6 Business Names

The database for corporations is also used when checking the availability of business names.

The "legal element" required by the corporation may not be used in a business name. A name

identical to one previously registered, ie: that is expired or has been cancelled will not be

refused. All business names expire three years from the date of registration but may be renewed

at any time within three months before expiry.

Usually a business name will be available for incorporation by cancelling the name and adding

the legal element at the end. Exceptions to this are:

(a) the name cannot be identical to a previous Saskatchewan corporation; and

(b) when the business name contains the year of registration, ie: Jake's Laundry

(1975), the year and the name must be dropped or be changed to the year of

incorporation.

III PREPARING INCORPORATING DOCUMENTSIREGISTRATIONPROCEDURES

Under sections 7, 19 and 101 of the SBCA, there are three main documents that are used to

incorporate a company:

A. Articles of Incorporation;

B. Notice of Registered Office; and

c. Notice of Directors.

Each of these is discussed in tum.

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A ARTICLES OF INCORPORATION

Form 1 is used to incorporate a company under the SBC~ which involves providing the

following information:

(a) the name of the corporation;

(b) the classes and any maximum number of shares that the corporation is authorized

to issue;

(c) if the issue, transfer or ownership of shares of the corporation is to be restricted, a

statement to that effect and a statement as to the nature of those restrictions;

(d) the number of directors or the minimum and maximum number of directors of the

corporation; and;

(e) any restrictions on the businesses that the corporation may carry on or on the

powers that the corporation may exercise.

1 Capital Structure and Share Attributes

The item which varies the most in the articles of incorporation is the number of classes of shares

and the attributes which attach to those shares. The main share attributes are:

(a) voting rights;

(b) dividend rights; and

(c) rights to participate upon the dissolution, winding up or liquidation of the

corporation.

In the simplest case, there are only one classes of shares (normally called "Common Shares")

while in more complicated share structures there may be several classes of shares with different

voting rights, redemption and retraction privileges, dividend and liquidation entitlements, etc. It

is important to ensure that your client is aware of the share attributes and the rights that attach to

each class of shares. As there are often fundamental corporate changes which require approval

of more than one class of shares, often it is not desirable to add several classes of shares.

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Generally speaking, the more widely held a company is, the more likely it is that there is a

simple share structure. For example, typically companies that are listed on a stock exchange will

have only have issued shares of one class (namely common shares) even though their articles

may allow for one or more one preferred classes of shares.

I have seen many situations where several classes of shares were set up and issued to many

shareholders and the company later found that it needed to simplify its share structure in order to

attract other more sophisticated investors. One way to accomplish several goals is to establish a

class of common shares and one or two classes of preferred shares. The preferred shares can be

issued in series at the discretion of the directors at a later date. One of the advantage of this

approach is that shareholder approval is not required later to set the actual share attributes.

There are some specific rules in the SBCA regarding share provisions that are of note:

(a) In the event of only one share class one need not specify all of the rights,

privileges, restrictions and conditions attaching to that class of shares since the

holders of shares of that class are deemed to be entitled to vote, to receive any

dividend declared by the corporation, and to receive the remaining property of the

corporation on dissolution (s. 24(3) of the SBCA).

(b) No share is to be designated as a common share if it is a redeemable share or does

not participate in the remaining property of the corporation on a dissolution (s. 11

of Regulations).

(c) No share is to be designated as a preference share unless it has at least one

preference over shares of another class (s. 11 of Regulations).

(d) Section 24(3) of the SBCA states that at least one class of shares must carry with

it the right to vote.

2 Private Issuers v. Non-Private Issuers

Often the articles of incorporation will contain three provisions:

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(a) a restriction on the transferability of the company's securities (i.e. directors'

approval is required);

(b) any invitation to the public to subscribe for the securities of the company is

prohibited;

(c) the number of security holders is limited to 50.

It is important to realize why there three restrictions are contained in articles and to determine,

when a company is incorporated, if the three above items should be included.

Under The Securities Act, 1988 whenever securities are issued, as a general rule, a prospectus

must be cleared through the Securities Commission and given to investors. Given the cost and .

time that is involved with a prospectus there are various "exemptions" to this general rule. The

exemptions recognize situations where the investors do not need the protection afforded by a

prospectus and therefore allow for sales of securities to be made without a prospectus.

One of the exemptions is where the securities being offered are the securities of a "private

issuer". The "private issuer" exemption is used for the vast majority of closely held

corporations and, in particular, virtually every family business. In order for the exemption to

apply the articles must contain the above three provisions. As a result, the three provisions are

typically used to ensure that The Securities Act, 1988 is complied with for closely held

companies.

(a) 1996 Amendments

There were some changes to The Securities Act, 1988 in 1996 which affected the "private issuer"

exemption. Prior to the 1996 amendments, the exemption was only applicable to companies and

not other legal entities. In 1996 the exemption changed from the "private company" exemption

to the "private issuer" exemption. As a result of that change, the references to "shares" in the

three usual restrictions were changed to "securities" which is a broader term and would cover

other things such as options, warrants, loans, partnership units, etc.

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It is important that for any new companies that wish to use the "private issuer" exemption that

) the 1996 amendments be taken into account. The attached precedent articles of incorporation

takes into account the 1996 amendments.

For companies that pre-dated 1996, it is important to review the share provisions prior to any

further issuance of shares or transfer of shares in order to ensure that the exemption is still

available. In some cases, an amendment to the articles should be made to account for the

technical changes made in 1996. Even if the articles are not amended to reflect the 1996

amendments, it is possible that another exemption under The Securities Act, 1988 may be

available to ensure that the statute is· not breached. For example, there is an exemption for

securities traded to a promoter of the corporation.

(b) Non-Private Issuer

There are a number of cases where the company will not qualify for the "private issuer"

exemption or reliance on the "private issuer" exemption is not advisable. For example, if your

client want to sell securities to a few hundred people obviously the 50 threshold limit would be

exceeded. In addition, the courts have defined "public" very narrowly and as a result you cannot

rely on the exemption ifyou intend to sell securities to people who are not relatives, close friends

or close business associates ofthe directors.

3 Other Provisions to add to the Articles

There are a number of other provisions which may appear in the articles of incorporation and

which are useful to consider when incorporating a company:

(a) Under section 28 of the SBCA a pre-emptive right may be included in the articles

which allows a shareholder to maintain their percentage ownership in the

company any time new shares are issued;

(b) Under section 43 of the SBCA the articles may provide that the corporation has a

lien on a share registered in the name of a shareholder for a debt of that

shareholder to the corporation;

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(c) Under section 101 of the SBCA the articles may allow the director to appoint

additional directors to the Board between annual meetings;

(d) Under section 102 of the SBCA the articles may provide for cumulative voting;

and

(e) Under section 126 of the SBCA the articles may allow shareholders meetings to

take place outside of Saskatchewan

While some articles also contain provisions on borrowing powers, s. 183 of the SBCA is

normally sufficient to allow a company to borrow money.

B NOTICE OF REGISTERED OFFICE

A company that plans to incorporate in Saskatchewan must also ensure that it has a registered

office in Saskatchewan. Under sections 7 and 19 of the SBCA, a notice of registered office must

be sent to the Director at the time of filing the Articles.

C NOTICE OF DIRECTORS

There are some minimum qualifications that must be met to be appointed a director .of a

corporation under the SBCA. Section 100(1) of the SBCA states that in order to be a director, an

individual must:

1. be at least 18 years of age;

2. not have been found by a Court to be of unsound mind;

3. be an individual; and

4. not have the status of a bankrupt.

Further, section 100(3) of the SBCA states that a majority of directors must be resident

Canadians. However, section 100(3.1) states that if none of the directors of a corporation resides

in Saskatchewan, the corporation shall appoint an attorney who resides in the province.

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It is a good practice to have each director sign a consent to act as director and the consent could

) specify the address of the director for the purposes of any notice of directors filed at the

Corporations Branch. There have been examples, even in' closely held companies, where

individuals were not fully cognisant of the fact that they were named as directors of a company

even if they signed a director's resolution at some point. The consent is useful in highlighting to

the individual that they are been named as a director. The consent can also confirm whether the

person is a "resident Canadian" within the meaning of the SBCA since often the law firm

preparing the notice of director does not have sufficient information to make that determination.

IV EXTRA-PROVINCIAL CORPORATIONS

Under s. 261 of the SBCA, subject to limited exceptions, every corporation carrying on business

in Saskatchewan must be registered under Part II of the SBCA. This generally requires that

corporations incorporated in other jurisdictions must be registered as an extra-provincial

corporation.

In brief, the following is required for extra-provincial application:

(a) Application for Registration (Form 22) signed by a director or officer. Included in

this application is the name of the corporation, the address of the registered or

head office, the address of the principle office, if any, in Saskatchewan, the

corporate history, the main types of business carried on, and the names and

addresses of the directors of the corporation.

(b) Power of Attorney (Form 24) signed by a director or officer. Effective December

I, 1999 a power of attorney is not required where the extra-provincial corporation

has a director or officer who is a Saskatchewan resident.

(c) Certificate of Compliance/Status (original and currently dated from home

jurisdiction). A certificate is not required if corporation incorporated in the last 3

months.

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(d) Photocopy of incorporating documents and any amendments smce date of

incorporation.

(e) The applicable registration fees.

V NON-PROFIT CORPORATIONS

There are two important differences for an incorporation under The Non-Profit Corporations

Act, 1995 and each is explained below.

A MEMBERSHIP CORPORATION V. CHARITABLE CORPORATION

The first difference is that the articles of incorporation require that the incorporator indicate

whether the corporation is a "membership corporation" or a "charitable corporation". A

membership corporation carries on activities that are primarily for the benefit of its members. A

charitable corporation carries on activities that are primarily for the benefit of the public.

There are additional requirements for charitable corporations. For example, under section 89 of

The Non-Profit Corporations Act, 1995, a membership corporation shall, generally, have one or

more directors but a charitable corporation must not have fewer than three directors, at least two

ofwhom are not officers or employees of the corporation or its affiliates.

B ISSUING TAX RECEIPTS

The second difference is that often a non-profit corporation will want to issue tax receipts for any

donations it receives. A non-profit corporation does not, merely by being incorporated, have the

ability to issue tax receipts and an application must be made to the federal government for a

charity number. There are specific items that must be contained in the articles of the non-profit

in order to obtain a charity number and it is important to review this issue with the client prior to

filing the articles of incorporation. At a minimum, the corporation must be a charitable

corporation. In addition, obtaining a charity number may take up to six months and the client

should be aware of this time frame.

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VI PREPARING INCORPORATING RESOLUTIONS

Under section 99 of the SBCA, following the issuance of the certificate of incorporation a

meeting of the directors shall be held at which the directors may:

(a) make bylaws;

(b) adopt forms ofsecurity certificates and corporate records;

(c) authorize the issuance of securities;

(d) appoint officers;

(e) appoint an auditor to hold office until the first annual meeting of shareholders;

(f) make banking arrangements; and

(g) transact any other business.

Typically these items are dealt with through a written resolution of the directors.

In addition it is customary for a shareholder resolution to be executed as well which confinns the

directors and approves the by-laws of the corporation in accordance with section 98 of the

SBCA.

With respect to share certificates, section 45 of the SBCA (and in particular, ss. 45(4), (7) and

(8)) specifies certain items that must be disclosed on a share certificate and sets out the

requirements for signatures on a share certificate.

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SCHEDULE

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B

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F

G

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INDEX OF SCHEDULES TO INCORPORATION

ITEM NAME

SBCA Form 27 (Request for Name Search and Reservation)

SBCA Blank Form 1 (Articles of Incorporation)

SBCA Completed Form 1 (Articles ofIncorporation)

SBCA Form 3.1 (Initial Notice of Registered Office)

SBCA Completed Form 3.1 (Initial Notice ofRegistered Office)

SBCA Form 6.1 (Initial Notice ofDirectors)

SBCA Completed Form 6.1 (Initial Notice ofDirectors)

Consent for Directors

SBCA Form 24 (Power of Attorney) - to be used in the event the corporationdoes not have a resident Saskatchewan director.

Licence and Registration Requirements for Saskatchewan corporations

SBCA Form 22 (Application for Registration) (extra-provincial)

SBCA Form 24 (Power of Attorney) (extra-provincial)

Alternate Name including Section 294 of the SBCA, Form 32 (Application forAlternate Name) and Undertaking

General Administration Requirements for Extra-Provincial Corporations

Completed Form 1 under The Non-Profit Corporations Act

CBCA Form 1 (Articles ofIncorporation)

CBCA Completed Form 1 (Articles of Incorporation)

CBCA Form 3 (Notice of Registered Office)

CBCA Completed Form 3 (Notice of Registered Office)

CBCA Form 6 (Notice of Directors)

CBCA Completed form 6 (Notice of Directors)

SBCA Post-incorporation directors' resolutions (contemplating the appointmentof an auditor)

::ODMA\PCDOCS\REGINA\45 1I 19\2

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x

y

z

AA

BB

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SBCA Post-incorporation directors' resolutions (no auditor appointed)

SBCA Post-incorporation shareholders" resolutions (dispensing with theappointment of an auditor)

SBCA Post-incorporation shareholders' resolutions (contemplating theappointment ofan auditor by the directors)

SBCA Post-incorporation shareholders' resolutions (approving the appointmentofa Power of Attorney in lieu of a resident Saskatchewan director)

SBCA By-Law No.1

SBCA specimen share certificate

::ODMA\PCDOCS\REGINA\45 I119\2

II SaskatchewanJustice

CorporationsBranch

Request for Narne SearchAnd ReservationForrn27The Business Corporations Act

Name of individual (or firm) requesting search: _

Mailing Address: _

City: Province: Postal Code: _

Attention: Phone No: _

(Where you may be reached between 8:00 a.m. and 5:00 p.m.)

PI h k lONE f h fi IIease c ec OnlY o teo owmg:

I wish to register as a numbered company. (The number will be issued by Corporations Branch.) There will not be a charge for thisname search. Please proceed to enter the type of business.

If the name search(es) fail. incorporate a numbered corporation. NOTE: You will be charged for all names searched.

The incorporation/registration is to be cancelled if the name search(es) fail. If you choose this option and none of yourname choices are available, the incorporation/registration documents will not be checked and will be returned to you. A refund of any outstandingfees will follow.

This name is to be used for: (select the appropriate case)

Incorporation

Restoral

Name Change from

Extra Provincial Registration from

Amalgamation - The name will be the same as the following:

Entity #No. Name:

Extra-Provincial registration of a Federally registered corporation or a numbered corporation. There will notbe a charge for this name search. Please proceed to enter the name ofthe corporation and the type of business.

Search all names (A name search fee will apply toEVERY name)

Sco e of Search (select the sco e of search referred)

D Search to first available name

hfSTIYrJe 0 earc (Select the type of search you would prefer)

Saskatchewan Plus $50.00includes a search of names registered in Saskatchewan. Federalcorporations and registered trademarks.

Canada Wide $60.00includes a search of names registered in Saskatchewan, namesregistered in other provinces and territories, Federal corporations andrel!istered trademarks.

INames to Search: (in order of preference) Each name requires a distinctive and descriptive term. A distinctive term distinguishesyour name from anyone else in the same type of business. A descriptive term indicates what type of business you will be doing. Eg. Bob's Courier ServiceLtd.2This does not apply to extra-provincial registrations.

31fyou have additional names, please attach a separate page. NOTE: You do not have to enter three or more names if you do not wish to.

1.2.3.

Type(s) of business the corporation intends to carryon: (please be specific. terms such as manufacturing, consulting. etc. need furtherclarification.)

For Department use only:


CorporationsBranch

Articles of IncorporationForm 1The Business Corporations Act

1. Name of corporation (print or type the name of your corporation):

2. The classes and any maximum number of shares that the corporation is authorized to issue. (If thereis to be more than one class of shares indicate all rights attached to each class OR attach a separate sheet indicatingthe rights attached to each class):

3. Restrictions, if any, on share transfers:

4. Authorized number of directors (minimum and maximum or fixed):

5. Restrictions, if any, on businesses the corporation may carryon or on powers the corporation mayexercise:

6. Other provisions, if any:

Name:

Address:

Date:

Rev. 11/99

Signature: _

Saskatchewan

Justice

CorporationsBranch

1. Name of Corporation:

Articles of IncorporationForm 1The Business Corporations Act

______ SASKATCHEWAN LTD.

2. The classes and any maximum number of share that the corporation is authorized to issue:

There shall be one class of shares ·consisting of an unlimited number of Class "A" shares eachcarrying the right to one vote at all meetings of shareholders and fUlly participating as to dividends anddistributions of capital upon liquidation or winding-up of the Corporation.

3. Restrictions, if any, onshare transfers:

No shareholder shall be entitled to transfer a share held by him unless such transfer has beenapproved by resolution of the board of directors.

4. Number (or minimum and maximum number) of directors:

Not less than 1 nor more than 10 directors, as determined by the directors from time to time.

5. Restrictions, if any, on businesses the corporation may carry on or powers the corporationmay exercise:

None.


See annexed Schedule 1.

Incorporator:

Name:

Address:

Maxine K. Seib

1500 -1874 Scarth Street, Regina, Saskatchewan S4P 4E9

)

Date: September 14, 2000

::ODMA\PCDOCS\REGINA\40363\\\

Signature: _

SCHEDULE 1 TO THEARTICLES OF INCORPORATION OF____ SASKATCHEWAN LTD.


(a) The number of security holders of the Corporation, other than individuals whoare:

(i) employees of the Corporation or an affiliate of the Corporation; and

(ii) former employees of the Corporation or an affiliate of the Corporationwho were and· who have continued after their employment with theCorporation to be security holders ofthe Corporation;

is limited to 50 (two or more persons or companies that are the joint registeredowners of one or more securities being counted as one security holder).

(b) An invitation to the public to subscribe for securities of the Corporation IS

prohibited.

(c) The Corporation has a lien on a share registered in the name of a shareholder orthe shareholders' legal representative for any debt of that shareholder to theCorporation.

(d) Subject to The Business Corporations Act (Saskatchewan), the board of directorsmay, between annual general meetings of shareholders, appoint one or moreadditional directors of the Corporation to serve until the next annual meeting ofshareholders, provided that the total number of directors so appointed may notexceed one-third ofthe number of directors elected at the previous annual meetingof the shareholders ofthe Corporation.

::ODMA\PCDOCS\REGINA\403644\1

\J


CorporationsBranch

Initial Notice of Registered OfficeForm 3.1The Business Corporations Act

1. Location of registered office• This is where the books of the corporation are held.

• Must not be a box number.

• May be a legal land description (including R.M. name and number).

• Must be located in Saskatchewan.

Street Address (or legal land description, including R.M. name and number)

SaskatchewanName of CityfTownNiIlage Postal Code

2. Mailing address of registered office, including postal code(If the mailing address is the same as the Registered Office, check the box, otherwise, indicate the mailingaddress).A box number is acceptable as a mailing address.

lI D Same as above

Street Address or Post Office box number

Name ofCityfTownNillage

OR

Province Postal Code

Attention: Phone (optional): _

Rev. 11/99

Saskatchewan

Justice

CorporationsBranch

1. Name of Corporation:

_____ SASKATCHEWAN LTD.

2. Location of registered office:

Initial Notice of Registered OfficeForm 3.1The Business Corporations Act

This is where the books of the corporation are held.

Must not be a box number.

May be a legal land description (including R.M. name and number).

Must be located in Saskatchewan.

1500 - 1874 Scarth StreetRegina, SaskatchewanS4P 4E9

3. Mailing address of registered office including postal code:

1500 -1874 Scarth StreetRegina, SaskatchewanS4P 4E9

::ODMA\PCDOCS\REGINA\447755\\

IISaskatchewanJustice

CorporationsBranch

Initial Notice of DirectorsForm 6.1The Business Corporations Act

NOTE: At least one director must be a resident ofSaskatchewan. Ifthere is no resident Saskatchewan director, a Power of Attorneymust be appointed.NOTE: If a director resides in a city, a street address MUST be indicated. If residence is in a rural area, use a legal land description(including R.M. Name and Number).

NOTE: If there are more than 4 directors, please photocopy this page before proceeding, or attach an additional page.

Last Name First Name Middle Name or Initials

Street and Number (or legal land description and R.M. name and number)

City or Town

Resident Canadian? Yes D

Last Name

NoD

Province

First Name

Postal Code

Middle Name or Initials


) City or Town


Last Name

NoD

Province

First Name

Postal Code



City or Town


Last Name

NoD

Province

First Name

Postal Code



City or Town


Rev. 11/99

NoD

Province Postal Code

Saskatchewan

Justice

CorporationsBranch

Initial Notice of DirectorsForm 6.1The Business Corporations Act

NOTE: At least one director must be a resident of Saskatchewan. If there is no resident Saskatchewandirector, a Power of Attorney must be appointed.NOTE: If a director resides in a city, a street address MUST be indicated. If residence is in a rural arealegal land description (including RM. Name and Number).

NOTE: If there are more than 3 directors, please photocopy this page before proceeding, or attach anadditional page.

Seib Maxine K.Last Name First Name Middle Name or Initials

1500-1874 Scarth StreetStreet and Number (or legal land description and RM. name and number)

Regina Saskatchewan S4P 4E9City or Town Province Postal Code

Resident Canadian? Yes~ NoD


Street and Number (or legal land description and RM. name and number)

City or Town Province Postal Code

Resident Canadian? YesD NoD


Street and Number (or legal land description and RM. name and number)

City or Town Province Postal Code

Resident Canadian? YesD NoD

::ODMA\PCDOCS\REGINA\4J 5401\1

CONSENTTO:

AND TO THE SHAREHOLDERS THEREOF

) I HEREBY CONSENT to act as a director of the above Corporation. My personal

information for the purposes of filing any notice of change of directors at the Corporations Branch in

Saskatchewan is:

Full Name (Please print)

Address

Occupation

Tel:

Fax:

(Please mark one of the following with an X)

I am:

(i) a Canadian citizen ordinarily resident in Canada;

(ij) a Canadian citizen not ordinarily resident in Canada who is a

member of one of the classes of persons set forth in Schedule "A"

attached hereto;

(iii) a permanent resident as defined in the Immigration Act (Canada);

or

(iv) none of the above and I am a citizen of _

DATED at the of -I. in the Province of -J. this

__th day of • 2000.

DO< R2DD649

SCHEDULE "A"

(a) is a full-time employee of:

(i) the Government of Canada or the government of a province of Canada; or

(ii) an agency or Crown corporation of any government described in subclause (i);

(b) is a full-time employee of a body corporate:

. (i) of which more than 50% of the voting shares are beneficially owned by residentCanadians or over which control or direction is exercised by resident Canadians;

(ii) a majority of whose directors are resident Canadians; or

(iii) that is a subsidiary of a body corporate described in subclause (i) or (ii);

where the principal reason for the residence of the employee outside Canada is to act as such anemployee;

(c) is a full-time student at a university or other educational institution recognized by theeducational authorities of a majority of the provinces of Canada and has been residentoutside Canada for less then 10 consecutive years;

(d) is a full-time employee of an international association or organization·of which Canada is amember;

(e) was, on his sixtieth birthday, ordinarily resident in Canada and has been resident outsideCanada for less than 10 consecutive years.

Doc R200649

fISaskatchewanJustice

CorporationsBranch

Power of AttorneyForm 24The Business Corporations Act

"

)Name of corporation Entity No.:

1 --'--_-----'

appoints:

Name of Power of Address (must be resident of Saskatchewan) Signature of individualAttorney If the Power of Attorney resides in a city his or her named as Attorney

resident address MUST be indicated. If residence is in a (indicates acceptance ofrural area, use a legal land description (including R.M. appointment)name and number).

to act as its attorney for the purpose of receiving service of process in all suits and proceedings by or against thecorporation within Saskatchewan and for the purpose of receiving all lawful notices; and the corporation declaresthat service of process respecting such suits and proceedings, and of such notices, upon the attorney are legal andbinding to all intents and purposes whatsoever.

Where more than one person is appointed attorney, anyone of them, without the others, may act as true andlawful attorney of the corporation.

This appointment revokes all previous appointments.

(This section is to be completed by a Director or Authorized Officer of the above corporation.)

Date Name Office Held Signature

STARTING A BUSINESS IN SASKATCHEWANLICENCE and REGISTRATION REQUIREMENTS

\

). Municipal or City Business Licence:- required in each municipality in which your business operates.

CONTACT:COST:

Municipal Office or City Halldepending on individual circumstances

2. Education and Health Tax Licence (also known as PST): required by all retail businesses selling tangible goodsand services.

CONTACT: Department ofFinanceEducation and Health Tax2350 Albert StreetRegina, Sask.S4P 4A6 Phone: 787-6645 or 1-800-667-6102

3. Goods and Services Tax Registration: (known as GST): required by most businesses.

Saskatoon Tax ServicesGoods and Services Tax340 - 3'd Avenue NorthSaskatoon, Sask. S7K OA8Phone: (306)975-5692Or 1-800-667-7554

ORRegina Tax Services OfficeGoods and Services Tax1955 Smith StreetP.O. Box 557Regina, Sask. S4P 2N9Phone: (306)780-7279Or 1-800-667-7554

COST: No ChargeYou may also contact Canada Customs and Revenue Agency through their internet site at www.rc.gc.ca

CONTACT:

4. Employer Registration Number: required by all employers who make deductions for Income Tax,Unemployment Insurance, Canada Pension.

Saskatoon Tax Services340 - 3'd Avenue NorthSaskatoon, Sask. S7K OA8Phone: (306)975-5692Or 1-800-667-2083

ORRegina Tax Services Office1955 Smith StreetP.O. Box 557Regina, Sask. S4P 2N9Phone: (306)780-7279Or 1-800-667-2083

COST: No ChargeYou may also Canada Customs and Revenue Agency contact through their internet site at www.rc.gc.ca

CONTACT:

5. Workers Compensation Coverage: required by most employers.

CONTACT:

)

Workers' Compensation Board200 - 1881 Scarth St.Regina, Sask.S4P 4L1 Phone: 787-4370

Rev. 11/99

6. If you are a motor dealer, auctioneer, agricultural equipment dealer or direct seller, you should contact:

Saskatchewan JusticeConsumer Protection Branch1871 Smith StreetRegina, Sask. S4P 3V7Phone: (306)787-5550

****NOTE: Other licences may be required. You may check with:

Department of Economic and Co-operative Development at:1-800-265-2001 or check their web site at www.gov.sk.ca/econdev

Canada-Saskatchewan Business Service Centre at:1-800-667-4374 or check their web site at www. cbsc . org/ sask

for further information.

Rev. 11/99

SaskatchewanJustice

CorporationsBranch

Application for RegistrationForm 22The Business Corporations Act

1. Name of entity: Corp. # in home jurisdiction

2. Address of Registered Office in home jurisdiction:

Street Address

Name ofCityffown/Village Province Postal Code

3. Corporate history: Fundamental changes sincc Incorporation/Amalgamation in

home jurisdiction (E.g. Name changes & date of change,etc.) - Attach an additional sheet if insufficient space.

Incorporation/Amalgamation Date in homejurisdiction:

Jurisdiction of Incorporation/Amalgamation:

dd' . 1 h T ffi'(A hffthe lree ors 0 e corpora Ion are: ttac an a ItlOna s eet I msu IClent space)Name Address Position held (if any)

4. Th d' t

5. Attached documents include:

• Power of Attorney• Certificate of Status (or Compliance) from home jurisdiction

____________________. being --:----:-- of the(Director/Solicitor lind AgentlAlItllOri=ed OJJicer)

corporation, certify that the Application for Registration and any attachments are correct and that I have the authority torequest this Application be fi led pursuant to The Business Corporations Act.

Date: Signature:


CorporationsBranch

Power of AttorneyForm 24The Business Corporations Act

Name of corporation Entity No.:

1 _

appoints:

Name of Power of Address (must be resident of Saskatchewan) Signature of individualAttorney If the Power of Attorney resides in a city his or her named as Attorney

resident address MUST be indicated. Ifresidence is in a (indicates acceptance ofrural area, use a legal land description (including R.M. appointment)name and number).

to act as its attorney for the purpose of receiving service of process in all suits and proceedings by or against thecorporation within Saskatchewan and for the purpose ofreceiving all lawful notices; and the corporation declaresthat service of process respecting such suits and proceedings, and of such notices, upon the attorney are legal andbinding to all intents and purposes whatsoever.

Where more than one person is appointed attorney, anyone of them, without the others, may act as true andlawful attorney of the corporation.

This appointment revokes all previous appointments.

(This section is to be completed by a Director or Authorized Officer of the above corporation.)

Date Name Office Held Signature

II Saskatchewan Justice

Corporations Branch Application for Alternate Name[Section 294.1 of The Business Corporations Act]

Form 32

Please see reverse for instrucdoDS

1. Name of Corporation: Corporation No.:

2. Proposed alternate name for use in Saskatchewan pursuant to section 294.1 of The Business Corporations Act,

Date Name

Office Held

Signature

Application for Alternate Name

FORM 32

INSTRUCTIONS FOR COMPLETION

L Type or print the name ofthe corporation as it is registered inthe home jurisdiction.

2. Ifthe corporation number has not been issued by theSaskatchewan corporations branch, leave Corporation No.blank.

3. Type or print the alternate name to be used by thecorporation to carry on its affairs in Saskatchewan. Note:This must be another corporate name.

4. Date the forms on the day they are signed.

5. An officer or other authorized official of the corporation mustcomplete and sign the bottom ofthe Application.

Saskatchewan JusticeCorporations Branch2nd Floor, 1871 Smith StreetRegina, SaskatchewanS4P 3V7 (306)787-2962

Alternate Narne Registration

Instructions and additional information

This form is to be used for Extra-Provincial corporations wishing to register wheretheir original name is not available for use in Saskatchewan.

Complete the enclosed Application for Alternate Name (Form 32) and Undertaking.

Send the Application for Alternate Name and Undertaking along with the Applicationfor Registration (Form 22) and Power of Attorney (Form 24) and other supportingdocuments.

The fees will be:

Name Availability SearchRegistrationAlternate Name FeeTotal

$ 50.00 (or $60.00 depending on search requested)...$260.00S 50.00$360.00 (or $370.00 depending on search requested)

*All fees must be paid before the forms can be approved.*Make remittance payable to the Minister of Finance.

If you want your ~ocuments processed within 24 hours, there is an additional $100.00Emergency Service Fee.

Send your completed forms and fee to:

Corporations Branch2nd Floor, 1871 Smith StreetRegina, SaskatchewanS4P3V7

IMPORTANT NOTICE:

On November 15, 1992, The Business Corporations Act Regulations were amended toprovide for a re-examination fee. If your forms are not completed correctly, they willbe sent back to you. When you return the corrected forms, a $75.00 re-examination feewill be payable. Your corporation will be registered as of the date the completed fonnsand all fees are received.

)

o N D''!: R T A It I N G

(Name of Co1:poration)

does hereby undertake not to carry on business in saskatchewan under

it's Co1:porate name, but to use the registered Alternate Name of:

Dated this day of , 19_"

(Name of COrporation)

(Signature of Director or Authorized Officer)

" -~"""/ )

• Justice Corporations

Saskatchewan1871 Smith Street, 2nd FloorRegina, CanadaS4P 3V7(306)787-8999 Fax(306)787-2962 [email protected]

THE BUSINESS CORPORATIONS ACTGENERAL ADMINISTRATIVE REQUIREMENTS

EXTRA-PROVINCIAL CORPORATIONS

The provisions below are for general guidance only and do not necessarily cover all requirements.

Every extra-provincial corporation (a body corporate incorporated otherwise than by or under an Act of theLegislature of Saskatchewan) registered in Saskatchewan is required to:

1. Set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goodsand services issued or made by or on behalf ofthe corporation. Section 267

2. Register under The Business Names Registration Act any name other than its corporate name under whichthe corporation carries on business or identifies itself. Section 267

3. Appoint one or more individuals who reside in Saskatchewan as Power of Attorney for the purpose ofreceiving service of process in all suits and proceedings by or against the corporation within Saskatchewan.

~ew provision effective December 1, 1999: A power of attorney is not required where the extra-provincial~orporation has a director or officer who is a Saskatchewan resident.

No Fee Section 268

4. Within 15 days, if for any reason the Power of Attorney becomes invalid or ineffectual, Eg. The attorneynamed ceases to reside in Saskatchewan or dies or resigns, appoint and file another Power of Attorney.

No Fee. Section 268

S. Within 15 days after the change, send to the Director notice of any change:(a) in the address of its head office;(b) in the address of its attorney;(c) of its directors. Section 270

6. Within 30 days, together with the prescribed fee, send a copy of any amendment to its articles which effects:(a) a name change;(b) an amalgamation with one or more other corporations;(c) a continuance under the laws of another jurisdiction. Section 271

7. File an annual return on or before the last day of the month following the anniversary month ofincorporation, except in the year of registration. Pre-printed forms will be sent out prior to the anniversarydate. Fee: $50.00. Section 273

Rev. 01/2000

The Business Corporations ActGeneral Administrative RequirementsExtra-Provincial CorporationsPage 2

Blank forms may be obtained through our web site at www.saskjustice.gov.sk.ca. or by requesting them throughe-mail, by fax, phone or mailing your request to us.

A Copy of the Act and Regulations may be obtained by writing to, or picked up in person at:

Queens Printer (please call ahead for prices)Main Floor, 1871 Smith StreetRegina, SaskatchewanS4P 3V71-800-226-7302 (within Saskatchewan) or (306)787-6894e-mail: [email protected]: www.qp.justice.gov.sk.ca

Rev. 01/2000

1.

2.

3.

Articles of IncorporationThe Non-Profit CorporationsAct, 1995

(Section 6)Form 1

Name of corporation: New School Home and School Corp.

The municipality in which the registered office is to be situated: Regina

The classes of membership:

There shall be one class of membership, the members of which shall be entitled to vote at allmeetings of members.

4. Right, if any, to transfer membership interest: None

5. Number (or minimum and maximum number) of directors:

Not less than three (3) nor more than thirty-five (35) directors.

6. The corporation is a charitable corporation.

7. Restrictions, if any, on activities the corporation may carry on or the powers the corporationmay exercise:

The activities of the corporation shall be restricted to those which further the objects of thecorporation which are to participate in the New School community by assisting in curricular andextra-curricular activities and promoting and co-ordinating other activities to further enhance theschool community experience.

All activities of the corporation shall be exclusively for charitable purposes and shall be carried onwithout purpose of gain for its members. Any profits or other accretions to the corporation shall beused solely to promote its objectives.

8. Persons to whom remaining property is to be distributed in the course of liquidation anddissolution of the corporation:

In the course of any liquidation and/or dissolution of the corporation, any remaining property of thecorporation shall be distributed to a "qualified donee" or donees in Canada within the meaning ofthat term described in the Income Tax Act (Canada).


The Corporation shall comply with all other requirements of a registered charity contained in theIncome Tax Act (Canada) as amended from time to time.

10. Incorporators:

Name in full

) Scott Exner

::ODMA\PCDOCS\REGINA\45 1300\1

Address

1500 - 1874 Scarth St.Regina, Sask., S4P 4E9

Signature

••• Industry Canada

Canada BusinessCorporations Act

) Name of corporation

Industrie Canada

Loi canadienne sur lessocietes par actions

FORM 1ARTICLES OF INCORPORATION

(SECTION 6)

Denomination de la s9ciete

FORMULE 1STATUTS CONSTITUTIFS

(ARTICLE 6)

2 - The place in Canada where the registered office is to be situated

3 - The classes and any maximum number of shares that thecorporation is authorized to issue

4 • Restrictions, if any, on share transfers

..J ~ Number (or minimum and maximum number) of directors

6 - Restrictions, if any, on business the corporation may carry on

7· Other provisions, if any

8 - Incorporators· Fondateurs

Lieu au Canada ou doit etre situe Ie siege social

Categories et tout nombre maximal d'actions que la societeest autorisee aemettre

Restrictions sur Ie transfer! des actions, s'U y a lieu

Nombre (ou nombre minimal et maximal) d'administrateurs

Limites imposees a I'activite commerciale de la societe, s'U y a lieu

Autres dispositions, s'i1 y a lieu

Address (include postal code)Name(s) - Nom(s) Adresse (indure Ie code postal) Signature

}OR DEPARTMENTAL USE ONLY - AL'USAGE DU MINISTERE SEULEMENT IFiled - DeposeeCorporation No.• N" de la societe

Ie 3419 (5/95)

Canada Business Corporalions Act

Articles of IncorporationFORM 1

INSTRUCTIONS

FormatDocuments required to be sent to the Director pursuant to the CanadaBusiness Corporations Act (CaCA) must contorm to sections 5to 10o11heCanada Business Corporations Regulations.

Item 1Set out the proposed corporate name that complies with sections 10 and12 of the Act. Articles of incorporation must be accompanied by a Canadabiased NUANS search report dated not more than ninety (90) days prior tothe receipt of the articles by the Director. On request, a number name maybe assigned under subsection 11 (2) of the Act, without a search.

Item 2Set out the name 01 the place and province within Canada where theregistered office is to be situated. A specific street address is not required.

Item 3Set outlhedetalls required by paragraph 6(1 )(c) of the Act, Includingdetails01 the rights, priVileges, restrictions and condillons attached to each classof shares. All shares mustbe without nominal orparvalue and must complywith the provisions 01 Part V of the Act.

Item 4I! restrictions are to be placed on the right to transfer shares of thecorporation, set out a statement to this effect and the nature of suchrestrictions.

ItemSState the number of diroctors.1! cumulative voting is permitted, the numberof directors must be invariable; otherwise it is permissible to specify aminimum and maximum number of directors.

Item 6If restrictions are to be placed on the business the corporation may carryon, set oulthe restrictions.

Item 7Set out any provisions. permitted by the Act or Regulations to be set out inthe by-laws of the corporation, that are to form part of the articles, includingany pre-emptive rights or cumulative voting provisions.

Item 8Each incorporator must state his or her name and residential address, andaffix his or her signature. If an incorporator is a body corporate, that nameshall be the name of the body corporate, the address shall be that of itsregistered office, and the articles shall be signed by aperson authorized bythe body corporate.

Other DocumentsThe articles must be accompanied by a Notice of Registered Office (Form3), and a Notice of Directors (Form 6). Note that a Form 6 must be sent 10the Director within fifteen (15) days of any change of the directors inaccordance with subsection t 13(1) of the Act.

Other NoticesIf a proprosed corporation is 10 engage in(a) the construction or operation of a pipeline for the transmission of oil or

~as as defined in the National Energy Board Act,b) the construction or operation of a commodity pipelir)e as defined in theational Transportation Act, 1987,

ee) the business of an investment company within the meaning of theInvestment Companies Act,the incorporator shall inform the minister of the department or agency thatregulates such business.

The information you provide in this document is collected under theauthority of the Canada Business Corporations Act and will be stored inpersonal information bank number CCNP-PU-093. Personal informationthat you provide Is protected under the provisions of the Privacy Act.However, public disclosure pursuant tosection 266 of the CanadaBusinessCorporations Act is permitted under the Privacy Act.

Completed documents in duplicate and fees payable to the ReceiverGeneral are to be sent to:

The Director, Canada Business Corporations ActJournal Tower South, 9th floor365 Laurier Ave. West,Ottawa, Ontario K1A DCa

Canada

LOI canadlenne sur les sochltes par actions

Statuts constitutlfsFORMULE1

INSTRUCTIONS

Presentation •Tous les documents dont I'envoi au direcleur est exig~ par la Loicanad/ennesurlassocletfJsparactlonsdolvent (lire conformes auxarticles

,5a10 du Reg/ament sur les socieMs par actions de regime federal.

RUbrlque 1Indiquer une denomination sociale qui satisfait aux exigences des articles10et 12 de la Loi. Les staMs constltutifs doivent Eltre accompagnes d'unrapport de recherche NUANS couvrant Ie Canada, dont la date remonte aquatre·vingt-dix (90) jours ou mains avant la date de reception des slatulspar Ie dlrecteur. Si un numero matricule est demande en guise dedenomination soclale, II peut Eltre assigne, sans recherche prealable, envertu du paragraphe 11 (2) de la Lol.

Rubrlque2Indiquer Ie nom de I'endroit et de la province au Canada ou Ie siege socialdoit etre situe. Une adresse precise n'est pas requise.

Rubrlque3Indlquer les details requis par I'allnea 6(1 )c) de la Loi, y camprls les detailsdesdroits, privileges, restrictions et conditions attachesachaque categoried'actions. Toutes les actions dolvent etre sans valeur nominale ni sansvaleur au pair et doivllnt eire conformes aux dispositions de la partie V dela Loi.

Rubrlque4SI Iedroitde transfert des actions de lasocietedoll etre restrelnt, inclure unedeclaration a cet effet et indiquer la nature de ces restrictions.

RubrlqueSIndiquer Ie nombro d'administrateurs, Si un vote cumulatif est prevu, cenombre doit eire fixe; autrement, iI est permis de specifier un nombreminimal et maximal d'adminislrateurs.

Rubrlque 6SI deslimites doivent etre imposees aI'activile commerciale de la societe,les indiquer.

RUbrlque 7Indiquer les dispositions que la Loi au Ie reglement permet d'enoncer dansles'reglements administratifs de la societe et qui doivent faire partie desstatuts, y compris les dispositions relatives au vote cumulatif ou aux droilsde preemption.

Rubrlque 8Chaque fondateur doit donner son nom, son adresse domiciliaire etapposersa signature. Si un fondateur est une personne morale, Ie nom doiteIre celui de 1a personne morale, I'adresse doit Eltre celie de son siegesocial, et les statuts dolvent etre slgnes par une personne autorisee par lapersonne morale.

Autres documentsLes statuts dolvent etre accompagnes d'un avis de designation du lieu dusiege social (formule 3) et d'une Iiste des administrateurs (formula 6). Uneformule 6 doit etre envoyee au directeur dans les quinze (15) jours suivanttout changement dans la composition du conseil d'administrationconformement au paragraphe 113(1) de la Loi.

Autres avisSi la societe projetee doit effecluer :a) la construction ou I'exploitation d'un pipeline pour Ie transport du petrolaou du gaz, defini dans la Loi sur I'Office national de I'energie,b) la construction ou I'exploitation d'un productoduc defini dans la Lai de1987 sur les transports nationaux,c) Ie commerce dune societe d'investissement au sens de la Loi sur tessocletes d'investlssement,les fondateurs dolvent informer Ie ministre responsable du ministere ouI'agonco qui reglemente ces entreprises.

Les renseignements que vous fournissez dans ce documentsont recueillisen vertu de la Loi canadienne sur les societes par actions, et serontemmagasines dans Ie fichier de renseignements personnelsMCC/P-PU·093. Les renseignements personnels que vous 10urnissezsont proteges par les dispositions de la Loi sur la protection desrenseignements personnels. Cependant, la divulgation au public selon lestermes de I'article 266 de la Lol canad/enne sur /es societes paractions estpermise en vertu de la Loisurla protection des renseignements personnels.

Les documents remplis en double et les droils payables au receveurgenfiral doivent etre envoyes au :Qirecteur, Loi canadienne sur les socieles par actionsEdifice Journal tour sud, 9ieme etage365 ave Laurier ouest,Ottawa (Ontario) K1A aca

CANADA BUSINESS CORPORATIONS ACT

FORM 1

ARTICLES OF INCORPORATION(SECTION 6)

.JName of Corporation

_____ CANADA LTD.

2 - The place in Canada where the registered office to be situated

City of Regina

3 - The classes and any maximum number of share that the corporation is authorised to issue

There shall be one class of shares consisting of an unlimited number of Class "AO shares each carrying the right to one vote at all meetings ofshareholders and fully participating as to dividends and distributions of capital upon liquidation or winding-up of the Corporation.

4 - Restrictions. if any, on share transfers

No shareholder shall be entitled to transfer a share held by him unless such transfer has been approved by resolution of the Board of Directors.

5 - Number (or minimum and maximum number) of directors

A minimum of one (1) and a maximum of ten (10) directors.

) Restrictions, if any, on business the corporation may carry on

Nil

7 - Other provisions, if any

See attached Schedule 1

8 - Incorporators

Names Address (include postal code) Signature1500 - 1874 Scarth Street

Maxine K. Seib Regina, SaskatchewanS4P4E9

FOR DEPARTMENTAL USE ONLY

Corporation No.

)

11-105858 \' I • MKS Conn ofCBCA Aniclcs oflncorpor.llioll

IFiled

SCHEDULE 1 TO THEARTICLES OF INCORPORATION OF;

____ CANADA LTD.


(a) The number of security holders of the Corporation, other than individuals whoare:

(i) employees of the Corporation or an affiliate of the Corporation; and

(ii) fonner employees of the Corporation or an affiliate of the Corporationwho were and who have continued after their employment with theCorporation to be security holders of the Corporation;

is limited to 50 (two or more persons or companies that are the joint registeredowners of one or more securities being counted as one security holder).

(b) An invitation to the public to subscribe for securities of the Corporation IS

prohibited.

(c) The Corporation has a lien on a share registered in the name of a shareholder orthe shareholders' legal representative for any debt of that shareholder to theCorporation.

(d) Subject to the Canada Business Corporations Act, the board of directors may,between annual general meetings of shareholders, appoint one or more additionaldirectors of the Corporation to serve until the next annual meeting ofshareholders, provided that the total number of directors so appointed may notexceed one-third of the number of directors elected at the previous annual meetingof the shareholders of the Corporation.


.+.1 Industry Canada


Industrie Canada

Lol canadlenne sur lessocl6t6s par actions

) FO RM 3NOTICE OF REGISTERED OFFICE OR

NOTICE OF CHANGE OF ADDRESS OF REGISTERED OFFICE(SECTION 19)

-..!.J Name of the Corporation· Denomination sociale de la societe

3 I Place in Canada w here the registered office is situated. (Describe the place in...::..J tarms of a broad municipal definition. This place must match the place listed

in Itam 2 of the Articles.)

~ Address of Registered Offlca • Adrassa du siege social

FORMULE3AVIS DE D~SIGNATION au

DE CHANGEMENT D'ADRESSE DU SI£GE SOCIAL(ARTICLE 19)

~ Corporation No.• N° de la societe

Lieu du siege social au Canada. (Indiquer Ie lieu selon la definition generale demunlclpalite. II dolt correspondre au lieu Indlque e I' article 2 des statuts.)

CAUTION:

~ VIS:

Address of registered office must be within the place that is described in the Articles and lIem 3; otherwise an amendment to the Articles is required(paragraph 173(1 )(b) of the Act, use Form 4) in addition to this form.L' adresse du siege social doit se trouver dans les IImites du lieu indique dans les slatuts et e la rUbrique 3. Sinon. II faul modifier les slatuls (alinea173(1) b) de la Loi) el remplir. outre la presenle formule, la formule 4.

~ Effeclive Date of Change • Dat~ de prise d' eftet

~ Previous A ddress of Registered Office· Ancienne adresse du siege social

Date Signature Tille - Titre

For Departmenlal Use Only. A I'usage du miOistere seulement

"F,led ......beposee r

IC 3420 (1998/04)

Canada

Canada Business Corporations Act

Notice of Registered Office orNotice of Change of Registered Office

FORM 3

INSTRUCTIONS

Form atDocuments required to be sent to the Director must be in aclear and legible form.

Complete Items 1.3 and 4 for new corporations.Complete Item s 1 to 6 for changes. Note: Where requiredby the Act. the changes being reported by the filing of thisForm must be authorized by the director(s).

Item 1The full legal name of the corporation.

Item 2Complete only in the case of change of registered office.

Item 3Set out the place in Canada w here the registered office issituated as indicated in the Articles of the corporation. Thedescription should be in terms of a broad municipaldefinition. not a specific street address (e.g. MontrealUrban Community. in the Province of Quebec).

Item 4The full address at which the registered office is to besituated or to which it is to be changed.

Item 5The date w hen the change of registered office is to takeeffect.

Item 6 •The previous address of the registered office. if any.

SignatureA director or authorized officer of the corporation shall signthe Notice. If a new corporation, an incorporator shall signthe Notice.

Completed document ;s to be sent to:

The Director. Canada Business Corporations ActJean Edmonds Towers. South9th Floor365 Laurier Ave. WestOllawa, OntarioK1A aC8

Loi canadienne sur les societes par actions

A vis de designation oud-e changem ent du siege social

FO RM ULE 3INSTRUCTIONS

PresentationTous les documents dont I'envoi au directeur est exigedoivent etre clairs et Iisibles.

Remplir les rUbriques 1,3 et 4 pour les nouvelles societes.Remplir les rubriques 1 a 6 sl des changements sontsurvenus. Nota: Lorsqu'exige par la Loi, les changementsrapportes par Ie depot de celle formule doivent etreautorises par les adm inistrateurs.

Rubrique 1La denomination sociale complete de la societe.

Rubrique 2A remplir seulement dans Ie cas d'un avis de changementdu siege social.

Rubrique 3Indiquer Ie lieu au Canada ou se situe Ie siege social, telqu'i1 est indique dans les statuts de la societe. II s' agit dedecrire Ie lieu en general, en fonction de la municipaliteplutot que par rapport a une adresse municipale precise(ex. dans la Communaute urbaine de Montreal, province deQuebec).

RUbrique 4L'adresse complete du siege social ou celie ou iI doltdesormais etre situa.

Rubrique 5La date a laquelle Ie changement du siege social doitprendre effet.

Rubrique 6L'adresse precedente du siege social, Ie cas echeant.

SignatureUn administrateur ou un dirigeant autorise de la societe doitsigner I'avis. S'il s'agit d'une nouvelle societe. unfondateur doH signer I'avis.

Le document rempli dolt litre envoye au :

Directeur. Loi canadienne sur les sociates par actionsTours Jean-Edmonds, sud9ieme etage365. avo Laurier ouestOllawa (Ontario)K1A aC8

1 - Name of Corporation

_____ CANADA LTD,


FORM 3

NOTICE OF REGISTERED OFFICEOR NOTICE OF CHANGEOF REGISTERED OFFICE

2 - Corporation No.

3, Place in Canada where the registered office is situated

Regina, Saskatchewan

4 - Address of the registered office

1500 - 1874 Scarth StreetRegina, SaskatchewanS4P 4E9

5 - Effective date of change

n/a

.......6 - Previous address of the registered office

n/a

Date

September 22, 2000


Signature Tille

Incorporator

_c_o_rp_o_r_at_io_n_N_o_, I_Fi_Ie_d _

::ODMA\PCDOCS\REGINA\40931 0\1

••• Industry Canada


Industrie Canada

Loi canadienne sur lessocietes par actions

FORM 6NOTICE OF DIRECTORSOR NOTICE OF CHANGE

OF DIRECTORS(SECTIONS 106 AND 113)

FORMULE6L1STE DES ADMINISTRATEURS

OU AVIS DE CHANGEMENTDES ADMINISTRATEURS(ARTICLES 106 ET 113)

• Name of corporation· DElnOmination de la societe

3 • The following persons became directors of this corporation

2 • Corporation No.• N' de la societe

Les personnes suivantes sont devenues administrateurs de la presente societe

Name Effective Date Residential Address· Adresse domciliaire Resident Canadian· YINNom Date d'entree en vigueur : Resident canadien· O/N

4 • The following persons ceased to be directors of this corporation Les personnes suivantes ont CeSSe d'etre administrateurs de la presentesociete

NameNom

5 • The directors of this corporation now are

Effective DateDate d'entree en vigueur : Residential Address· Adresse domcilliaire

Les administrateurs de la presente sociEite sont maintenant

Name· Nom Residential Address· Adresse domciliaire Resident Canadian· YINResident canadien - O/N

Date Signature Title· Titre

IC 3103 (2/96) Filed· Deposee

Canada Business Corporations Act

Notice of Directors orNotice of Change of Directors

FORM 6INSTRUCTIONS

FormatDocuments required to be sent to the Director must be in a clearand legible form.Complete items 1 and 5 for new corporations.Complete items 1 through 5 for changes,

Item 1Set out the full legal name of the corporation.

Item 2Always set out the corporation number when filing a Notice ofChange of Directors (Form 6).

Itom 3, 4 and 5With respect to each director.(a) set out first givon namo, initial and family namo;(b) set out full residential address (not business address). includingpostal codo;(c) specify occupation clearly· e.g. manager. goologist. lawyer; and(d) refer to the definition of "resident Canadian· in the CanadaBusiness Corporations Act and Canada Business CorporationsRegulations.

SignatureA director or authorized officer of the Corporation shall sign theNotice. If a nDW corporation, an incorporator shall sign thD Notice.

Comploted documunt is to bu soot to:

The Director. Canada Business Corporations ActJournal Tower South

19th Floor; 365 Laurier Ave. West

Ottawa. OntarioK1A ocaThD information you provide in this document is collocted under theauthority of the Canada Businuss Corporations Act and will bestored in personal information bank number IC/PPU-049. Personalinformation that you provide is protected under the provisions of thePrivtlcy Act. However. public disclosure pursuant to section 266 oftha Canada Business Corporations Act is permittad under thePriv8cy Act.

Canada

Loi canadienne sur les socilltes par actions

Liste des administrateurs ouAvis de changement des administrateurs

FORMULE 6INSTRUCTIONS

PrllsentationTous les documents dont "onvoi au diroctcur est exige dolvent otreclairs et Iisibles.Remplir les rubriques 1 et 5 pour los nouvelles societ6s.Remplir les rubriques 1 11 5 si des changements sont survenus.

Rubrique 1Indlquer la dllnomination officiello complilte de la sociat6.

Rubriquo 2lindiquer toujours Ie numbro de la societe lors de I'envoi d'un avis dechangement des administratours (Formule 6).

Rubriquo 3, 4 ot 5En Cll qui concorne chaque administrateur :a) indiquer son pr6nom, ses initiales et son nom de famille;b} donner I'adresso complete de son domicile (non son adressed'affairos) on ineluont 10 codo postal;cl sp6cifier clairement son occupation· par exemple. garant,g6010gua, avocat;d) consulter la d6finltlon de "rllsident canadien" dans la Loi et /eReglement sur Ius societtJs par actions du regime federal.

SignatureUn administratour ou un dirigeant autoris6 de la societe doit signerI'avis. S'il s'agit d'uno nouvelle societ6, un fondataur doit signer"avis.

Le document remp/i doit titru envoyo au :

Directeur, Loi canadienne sur les societes par actionsEdifice Journal tour sud9ieme etage365 ave Laurier ouestOttawa (Ontario)K1A ocaLos renseignements que vous fournissez dans co document sontrecuDiliis en vartu da la Loi canadienne sur les societas par actions etseront emmagasin6s dans Ie fichior de renseignements personnelsIC/PPU·049. Les renseignements personnels que vous fournissezsont proteges par les dispositions de la Lai sur /a protection desrenseignements personnels. Cependant, la divulgation au publicselon les termas de I'article 266 de la Loi canadienne sur les societespar actions est permise en vertu de la Loi sur la protection desrenseignements personnels.

1 - Name of Corporation

___-'--- CANADA LTD.

3 - The following persons became directors of the corporation


FORM 6

NOTICE OF DIRECTORS

2 - Corporation No.

Name Effective Date Residential Address Resident Canadian

Maxine K. Seib Incorporation 1500 - 1874 Scarth Street YesRegina, Saskatchewan

S4P4E9

4 - The following persons ceased to be became directors of the corporation

Name Effective Date Residential Address Resident Canadian

Not applicable

5 - The directors of this corporation are

Name Residential Address Resident Canadian

Maxine K. Seib 1500 -1874 Scarth Street YesRegina, Saskatchewan

S4P4E9

Date Signature Tille

September 22, 2000 Incorporator


Filed

::ODMA\I'CDOCS\REGINA\439133\1

)

RESOLUTIONS OF THE DIRECTORS OF +., PASSED BY THE SIGNATURES OFALL OF THE DIRECTORS HERETO, ON THE + OF +, 2000, PURSUANT TO THEPROVISIONS OF THE BUSINESS CORPORATIONS ACT.

INCORPORATING DOCUMENTS

WHEREAS the Corporation has been incorporated under The BusinessCorporations Act and it is desirable that the Certificate of Incorporation and relateddocumentation be filed with the records of the Corporation;

NOW, THEREFORE, BE IT RESOLVED:

THAT the secretary of the Corporation be and is hereby directedto file in the minute book of the Corporation the Certificate ofIncorporation issued under The Business Corporations Act dated+, 2000 and bearing No. +, together with the Articles ofIncorporation, Notice of Directors and Notice of Registered Officewhich were also filed with the Director of Corporations at the timeof applying for incorporation.

CORPORATE SEAL

WHEREAS it is desirable that a seal for the Corporation be approved;


THAT the seal of the Corporation, an impression whereof isstamped in the margin hereof, be and the same is hereby adopted asthe common seal of the Corporation.

SHARE CERTIFICATES

WHEREAS it is desirable that a form of share certificate for use by theCorporation with respect to its Common shares be adopted;



THAT the form of share certificate for the Common shares of theCorporation annexed to this resolution be and the same is herebyapproved and adopted as the form of certificate to be used by theCorporation with respect to its said shares.

SHAREHOLDINGS

WHEREAS the following application for shares of the Corporation has beenreceived and the applicant has tendered $+ per share as the consideration for the issuance oftheshares as set forth below:

+and it is desirable that such application be accepted.

Number of Shares

+

NOW, THEREFORE, BE IT RESOLYED:

THAT the shares set forth above be issued to the above-namedallottee in consideration of the sum of$+ per share.

BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THECORPORATION

WHEREAS it is desirable that a by-law of the Corporation be adopted to governthe conduct of the affairs of the Corporation;


THAT By-Law No.1 being "A By-Law Relating Generally to theConduct of the Affairs of +" in the form attached to this resolutionbe and the same is hereby approved and adopted as a by-law of theCorporation.

::ODMA\PCDOCS\REGINA\434594\1 - 2-

\)

BANKING

WHEREAS the Corporation has made arrangements with the + to act as bankerof the Corporation and it is desirable that a banking resolution in the said bank's form be passed;


THAT the banking resolution in the form annexed to thisresolution be and the same is hereby adopted as a resolution of thedirectors of the Corporation as though incorporated hereinverbatim.

NUMBER OF DIRECTORS

WHEREAS the Articles of Incorporation of the Corporation provide that thenumber of directors of the Corporation shall not be less than one (1) nor more than ten (10) and itis desirable that the number ofdirectors be confirmed;


THAT the number of directors of the Corporation be confirmed at

+.

OFFICERS

WHEREAS it is desirable that officers of the Corporation be appointed;


THAT the following persons be and they are hereby appointed tothe offices set opposite their names:

++

::ODMA\PCDOCS\REGINA\434594\ I - 3 -

PresidentSecretary

FISCAL YEAR END

WHEREAS By-Law No.1 of the Corporation provides that the directors shalldetermine the fiscal year end ofthe Corporation;


THAT the fiscal year end of the Corporation shall terminate on •in each year.

AUDITORS

WHEREAS it is necessary for an auditor of the Corporation to be appointed;


THAT., Chartered Accountants, of • be and they are herebyappointed auditors of the Corporation to hold office until the nextannual meeting and the board of directors is hereby authorized tofix the remuneration of such auditors.

WITNESS the signatures of all of the directors the day and year set forth above.


)i

RESOLUTIONS OF THE DIRECTORS OF +, PASSED BY THE SIGNATURES OFALL OF THE DIRECTORS HERETO, ON THE + OF +, 2000, PURSUANT TO THEPROVISIONS OF THE BUSINESS CORPORATIONS ACT.

INCORPORATING DOCUMENTS

WHEREAS the Corporation has been incorporated under The BusinessCorporations Act and it is desirable that the Certificate of Incorporation and relateddocumentation be filed with the records of the Corporation;


THAT the secretary of the Corporation be and is hereby directedto file in the minute book of the Corporation the Certificate ofIncorporation issued under The Business Corporations Act dated+ and bearing No. +, together with the Articles of Incorporation,Notice of Directors and Notice of Registered Office which werealso filed with the Director of Corporations at the time of applyingfor incorporation.

CORPORATE SEAL

WHEREAS it is desirable that a seal for the Corporation be approved;


THAT the seal of the Corporation, an impression whereof isstamped in the margin hereof, be and the same is hereby adopted asthe common seal of the Corporation.

SHARE CERTIFICATES

WHEREAS it is desirable that a form of share certificate for use by theCorporation with respect to its Class "A" shares be adopted;



THAT the form of share certificate for the Class "A" shares of theCorporation annexed to this resolution be and ~he same is herebyapproved and adopted as the form of certificate to be used by theCorporation with respect to its said shares.

SHAREHOLDINGS

WHEREAS the following applications for shares of the Corporation have beenreceived and the applicants have tendered $+ per share as the consideration for the issuance ofthe shares as set forth below:

++

Number of Shares

++

and it is desirable that such applications be accepted.


THAT the shares set forth above be issued to the above-namedallottees in consideration of the sum of$+ per share.

BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THECORPORATION

WHEREAS it is desirable that a by-law of the Corporation be adopted to governthe conduct of the affairs of the Corporation;


THAT By-Law No.1 being "A By-Law Relating Generally to theConduct of the Affairs of +" in the form attached to this resolutionbe and the same is hereby approved and adopted as a by-law of theCorporation.

::ODMA\PCDOCS\REGINA\16141\1 - 2 -

BANKING

WHEREAS the Corporation has made arrangements with. to act as banker ofthe Corporation and it is desirable that a banking resolution in the said bank's form be passed;


THAT the banking resolution in the form annexed to thisresolution be and the same is hereby adopted as a resolution of thedirectors of the Corporation as though incorporated hereinverbatim.

NUMBER OF DIRECTORS

WHEREAS the Articles of Incorporation of the Corporation provide that thenumber of directors of the Corporation shall not be less than one (1) nor more than ten (10) and itis desirable that the number of directors be confirmed;


THAT the number of directors of the Corporation be confirmed at

••

OFFICERS

WHEREAS it is desirable that officers of the Corporation be appointed;


THAT the following persons be and they are hereby appointed tothe offices set opposite their names:

\)

••

::ODrvlA\PCDOCS\REGINA\16141\l - 3 -

PresidentSecretary

FISCAL YEAR END

WHEREAS By-Law No. 1 of the Corporation provides that the directors shalldetermine the fiscal year end of the Corporation;


THAT the fiscal year end of the Corporation shall terminate on •in each year.

WITNESS the signatures of all of the directors the day and year set forth above.

::ODMA\PCDOCS\REGINA\I6141\1 - 4 -

RESOLUTIONS OF THE SHAREHOLDERS OF +, PASSED BY THE SIGNATURESOF ALL OF THE SHAREHOLDERS HERETO, ON THE + DAY OF +, 2000,PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT.

SANCTIONING BY-LAW NO.1

WHEREAS the directors of the Corporation have enacted By-Law No. 1 of theCorporation and it is necessary that the same be confirmed by the shareholders;


THAT By-Law No.1 being "A By-Law Relating Generally to theConduct of the Affairs of +" be and the same is hereby sanctionedand confirmed.

DIRECTORS

WHEREAS the directors of the Corporation have fixed the number of directors attwo (2) and that it is necessary for such number to be elected;


THAT the following persons be and they are hereby electeddirectors of the Corporation to hold office until the next annualmeeting of shareholders, or until their successors may be elected:

++

AUDITORS

WHEREAS the Corporation does not require the services of an auditor and it isnecessary for the appointment of an auditor to be dispensed with;



above.

THAT the Corporation dispense with the appointment of anauditor.

WITNESS the signatures of all of the shareholders the day and year set forth


RESOLUTIONS OF THE SHAREHOLDERS OF +, PASSED BY THE SIGNATURESOF ALL OF THE SHAREHOLDERS HERETO, ON THE + DAY OF +, 2000,PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT.


WHEREAS the directors of the Corporation have enacted By-Law No. 1 of theCorporation and it is necessary that the same be confirmed by the shareholders;


THAT By-Law No.1 being "A By-Law Relating Generally to theConduct of the Affairs of +" be and the same is hereby sanctionedand confirmed.

DIRECTORS

WHEREAS the directors of the Corporation have fixed the number of directors attwo (2) and it is necessary for such number to be elected;



++

WITNESS the signatures of all of the shareholders the day and year set forthabove.


)RESOLUTIONS OF THE SHAREHOLDERS OF +, PASSED BY THE SIGNATURESOF ALL OF THE SHAREHOLDERS HERETO, ON THE + DAY OF +, 2000,PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT.


WHEREAS the directors of the Corporation have enacted By-Law No.1 of theCorporation and it is necessary that the same be confinned by the shareholders;


THAT By-Law No.1 being "A By-Law Relating Generally to theConduct of the Affairs of +" be and the same is hereby sanctionedand confinned.

DIRECTORS

WHEREAS the directors of the Corporation have fixed the number of directors attwo (2) and that it is necessary for such number to be elected;



++

AUDITORS

WHEREAS the Corporation does not require the services of an auditor and it isnecessary for the appointment of an auditor to be dispensed with;



THAT the Corporation dispense with the appointment of anauditor.

APPOINTMENT OF ATTORNEY

WHEREAS the Corporation does not have a director resident in the Province ofSaskatchewan;

AND WHEREAS it is desirable that the Corporation appoint attorneys pursuantto Subsection 100 (3) and Section 268 ofThe Business Corporations Act;


THAT the following persons be and they are hereby appointedattorneys of the Corporation for the purpose of receiving service ofprocess in all proceedings by or against the Corporation inSaskatchewan and receiving certain notices, to act in that capacitypursuant to the provisions of Subsection 100 (3) and Section 268of The Business Corporations Act until such appointment isrevoked:

•••

above.WITNESS the signatures of all of the shareholders the day and year set forth

;;ODMA\PCDOCS\REGINA\I 67 I 93\1 - 2 -

)

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THECONDUCT OF THE AFFAIRS OF

•BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of •

(hereinafter called the "Corporation"), as follows:

DEFINITIONS

1.' In this by-law and all other by-laws of the Corporation, unless the context otherwisereqUIres:

(a) "Act" means The Business Corporations Act of the Province of Saskatchewan, asfrom time to time amended, and every statute that may be substituted therefor and,in the case of such amendment or substitution, any references in the by-laws ofthe Corporation shall be read as referring to the amended or substituted provisionstherefor;

(b) "articles" means the articles attached to the certificate of incorporation orcontinuance of the Corporation as from time to time amended or restated;

(c) "by-law" means any by-law of the Corporation from time to time in force andeffect;

(d) all terms contained in the by-laws which are not defined in the by-laws and whichare defined in the Act shall have the meaning given to such terms in the Act;

(e) "the directors" and "Board" means the directors of the Corporation for the timebeing;

(f) "in writing" and "written" includes printing, typewriting, lithographing and othermodes of representing or reproducing words in visible form;

(g) words importing the singular number only shall include the plural and vice versa;words importing the masculine gender shall include the feminine and neutergenders, words importing persons shall include bodies corporate, corporations,companies, partnerships, syndicates, trusts and any number of persons; and


(h) the headings used in this by-law are inserted for reference purposes only and arenot to be considered in construing the terms and provisions hereof or to bedeemed in any way to clarify, modify or explain the effect of such terms orprovlSlons.

REGISTERED OFFICE

2. The Corporation may from time to time:

(1) by resolution of the Board change the address of the registered office of theCorporation within the municipality specified in the articles; and

(2) by special resolution change the municipality in which its registered office islocated to a different municipality in Saskatchewan than that specified in thearticles.

SEAL

3. The seal of the Corporation shall be such as the Board may from time to time adopt.

MANNER OF EXECUTION OF CONTRACTS

4. Contracts, documents or instruments in writing requiring execution by the Corporationmay be signed by any two officers or directors (or where the Corporation has only oneofficer or director, the signature of that officer or director), and all contracts, documentsor instruments in writing so signed shall be binding upon the Corporation. The Boardmay from time to time by resolution appoint any officer or officers or any person orpersons on behalf of the Corporation either to sign contracts, documents or instruments inwriting generally or to sign specific contracts, documents or instruments in writing.

The seal of the Corporation may, when required, be affixed to contracts, documents orinstruments in writing, signed as aforesaid or by an officer or officers, person or personsappointed as aforesaid by resolution of the Board.

SHARES AND TRANSFERS

5. Shares in the authorized capital of the Corporation may from time to time be allotted andissued, and options to purchase shares may be granted by resolution of the Board on suchterms and conditions and to such persons as the Board may determine.


6. Security certificates (and the transfer fonn on the reverse side thereof) shall, subject tocompliance with the Act, be in such fonn as the Board may from time to time byresolution approve and such certificates shall be signed by any two officers of theCorporation (or where the Corporation has only one officer, the signature of that officer)holding office at the time of signing. Notwithstanding any change in the persons holdingsuch office between the time of actual signing and the issuance of any certificate, anysuch certificate so signed shall be valid and binding upon the Corporation.

7. A transfer of a security issued by the Corporation shall be recorded or registered inaccordance with the Act and no transfer shall be recorded or registered unless or until thecertificate representing the security has been surrendered and cancelled or, if nocertificate has been issued by the Corporation in respect of such security, unless or until aduly executed security transfer power in respect thereof has been presented forregistration.

8. If a security certificate is defaced, lost or destroyed, it may be renewed on payment ofsuch fee, if any, and on such tenns, if any, as to evidence and indemnity as the Boardthinks fit.

9. The Corporation shall have a lien on the shares registered in the name of a shareholder orhis legal representative for a debt of that shareholder to the Corporation.

') SHAREHOLDERS'MEETINGS

10. The Chainnan of the Board, if any, or the President, or the Board by resolution, may, andthe Secretary shall upon direction of any of the foregoing, subject to compliance with theAct, the articles and the by-laws, at any time call and at any place convene the annual or aspecial meeting of shareholders.

11. Notice of any meeting of shareholders or any irregularity in any such meeting or in thenotice thereof may be waived by any shareholder, the duly appointed proxy of suchshareholder or any other person entitled to attend the meeting of shareholders on behalf ofsuch shareholder, in any manner and such waiver may be validly given either before orafter the meeting to which such waiver relates. Attendance of any shareholder, dulyappointed proxy of any shareholder or any other person entitled to attend the meeting ofshareholders on behalf of such shareholder shall be deemed to constitute a waiver ofnotice of the meeting, except where that person at the opening of business of the meetingstates to the meeting that his attendance at the meeting is solely for the purpose ofobjecting to the transaction of any business on the ground that the meeting is not lawfullycalled.

12. A quorum for any meeting of shareholders shall be constituted only if shareholdersholding + (+%) percent of the total number of issued shares of the Corporation for thetime being enjoying vOtilig rights at such meeting are present or represented by proxy orother representative. If a quorum is present when the meeting is called to order, then a


quorum shall be deemed to be constituted throughout the continuance of the meeting. If aquorum is not present at the time and place fixed for the meeting in the notice thereof, themeeting shall, without further action, stand adjourned t<? be convened on the same day ofthe following week at the same place and at the same time and those present at theadjourned meeting shall constitute a quorum.

13. The Chairman, if any of the Board or in his absence the President, or in his absence, anyVice-President shall preside as Chairman of every meeting of shareholders of theCorporation. If there is no such Chairman, or if at any meeting he is not present withinthirty (30) minutes after the time appointed for holding the meeting or is unwilling to actas Chairman, the shareholders present shall endorse someone of their number to beChairman of the meeting.

14. The Chairman of the meeting may with the consent of the meeting adjourn any meetingof shareholders from time to time to a fixed time and place and, subject to the Act, nonotice of the time and place for the holding of the adjourned meeting shall be required ifthe adjourned meeting is held in accordance with the terms of adjournment and if aquorum as constituted at the time of adjournment is present thereat. If there is not aquorum as so constituted present at the adjourned meeting, the original meeting shall bedeemed to have terminated forthwith after its adjournment. Any business may be broughtor dealt with at any adjourned meeting which might have been brought before or dealtwith at the original meeting in accordance with the notice calling the same.

15. Voting at a meeting of shareholders shall be by show of hands except where a ballot isdemanded by a shareholder or proxyholder entitled to vote at the meeting, and in the caseof an equality of votes the Chairman of the meeting shall both on a show of hands and ona ballot have a second or casting vote in addition to the vote or votes to which he may beentitled as a shareholder.

At a meeting, unless a ballot is demanded, a declaration by the Chairman of the meetingthat a resolution has been carried or carried unanimously or by any particular majority orlost or not carried by a particular majority shall be conclusive evidence of the fact withoutproof of the number or proportion of votes recorded in favour of or against the motion.

16. (1) Votes at meetings of shareholders may be given either personally or by proxy. Atevery meeting at which he is entitled to vote every shareholder present in personshall have one (1) vote on a show of hands. Upon a ballot on which he is entitledto vote every shareholder present in person or by proxy shall have one vote forevery share registered in his name.

(2) The directors may from time to time pass regulations regarding the lodging ofinstruments appointing a proxy at some place or places other than the place atwhich a meeting or adjoumed meeting of shareholders is to be held and forparticulars of such instruments to be telegraphed, cabled, telexed, telecopied orsent in writing before the meeting or adjourned meeting to the Corporation or anyagent of the Corporation appointed for the purpose of receiving such particularsand providing that instruments appointing a proxy so lodged may be voted upon


17. (1)

as though the instruments themselves were produced at the meeting or adjournedmeeting and Yotes given in accordance with such regulations shall be valid andshall be counted. The Chairman of any meeting of shareholders may, subject toany regulations made as aforesaid, in his discretion accept telegraphic, cable,telex, telecopied or written communication as to the authority of anyone claimingto vote on behalf of and to represent a shareholder notwithstanding that noinstrument of proxy conferring such authority has been lodged with theCorporation, and any votes given in accordance with such telegraphic, cable,telex, telecopied or written communication accepted by the Chairman of themeeting shall be valid and shall be counted.

A resolution in writing signed by all the shareholders entitled to vote on thatresolution at a meeting of shareholders is as valid as if it had been passed at ameeting of shareholders.

(2) A resolution in writing dealing with all the matters required by the Act to be dealtwith at a meeting of shareholders, and signed by all the shareholders entitled toYote at the meeting, satisfies all the requirements of the Act relating to meetingsof shareholders.

(3) Resolutions in writing contemplated by this section 17 may be signed in severalcounterparts, which counterparts together shall constitute a single resolution inwriting.

DIRECTORS

18. The Board shall consist of such number of directors as may be specifically fixed fromtime to time by resolution of the directors. The Board shall manage or supervise themanagement of the affairs and business of the Corporation and may exercise all suchpowers and do all such acts and things as may be exercised or done by the Corporationand which are not by the Act or other statute, the articles, the by-laws or any specialresolution of the Corporation expressly directed or required to be done in some othermanner.

Where there is a vacancy or vacancies on the Board, the remaining directors may exerciseall the powers of the Board so long as a quorum of the Board remains in office.

19. The term of office for a director shall be from the date of the meeting at which he iselected until the annual meeting next following; provided that a retiring director shallretain office until the adjournment or termination of the meeting at which his successor iselected unless such meeting was called for the purpose of removing him from office as adirector in which case the director so removed shall vacate office forthwith upon thepassing of the resolution for his removal. Retiring directors, if qualified, are eligible forre-election.

::ODMA\PCDOCS\REGINA\405354\\ - 5 -

Whenever at any election of directors of the Corporation the full number of directors isnot elected by reason of the disqualification, the refusal to act or the failure to consent toact as a director or the death of any nominee or nominees, the directors elected mayexercise all powers of the Board so long as the number of directors so elected constitutesa quorum.

MEETINGS OF DIRECTORS

20. Meetings of the Board and of any committee of the Board may be held at any placewithin or outside Canada. A meeting of the Board may be convened by the Chairman ofthe Board (if any), the President or any two (2) directors at any time and the Secretaryshall upon direction of any of the foregoing convene a meeting of the Board. Except asotherwise provided by the Act and the by-laws, the directors either as a Board or as acommittee thereof may convene, adjourn and otherwise regulate their meetings as theythink fit.

21. Notice of the time and place of each meeting of the Board shall be given in the mannerprovided in paragraph 30 hereof to each director, in the case of notice given by personaldelivery or by telecopier, telex, telegram or cable, not less than forty-eight (48) hoursbefore the time when the meeting is so held, and in the case of notice given by mail, notless than ninety-six (96) hours before the time when the meeting is to be held; providedthat meetings of the Board or of any committee of the Board may be held at any timewithout fonnal notice if all the directors are present (including present by way oftelephone participation) or if all the absent directors waive notice.

For the first meeting of the Board to be held immediately following the election ofdirectors at an annual or general meeting of the shareholders or for a meeting of theBoard at which a director is appointed to fill a vacancy in the Board, no notice need begiven to the newly elected or appointed director or directors in order for the meeting to beduly constituted, provided a quorum of the directors is present.

22. Notice of any meeting of the Board shall state in reasonable detail the business to beconducted at the meeting.

23. Notice of any meeting of the Board or any irregularity in any meeting or in the noticethereof may be waived by any director in any manner, and such waiver may be validlygiven either before or after the meeting to which such waiver relates.

24. Unless otherwise determined by a resolution of the directors, a minimum of • (.)director(s) of the Corporation shall constitute a quorum for any meeting of the Board. Ifa quorum is present when the meeting is called to order, then a quorum shall be deemedto be constituted throughout the continuance of the meeting. If a quorum is not present atthe time and place fixed for the meeting in the notice thereof, the meeting shall, withoutfurther action, stand adjourned to be convened on the same day of the following week at


25.

26.

27.

the same place and at the same time and those present at the adjourned meeting shallconstitute a quorum.

The Chairman, if any, of the Board, or in his absence the President, or in his absence, anyVice-President, shall preside as Chairman of every meeting of directors of theCorporation, but if at any meeting the Chairman is not present within thirty (30) minutesafter the time appointed for holding the same, the directors present may choose one oftheir number to be Chairman of the meeting.

The Chairman of a meeting may with the consent of the meeting adjourn any meeting ofthe Board from time to time to a fixed time and place and subject to the Act no notice ofthe fixed time and place for the holding of the adjourned meeting shall be required if theadjourned meeting is held in accordance with the terms of the adjournment and if aquorum as constituted at the time of adjournment is present thereat. If there is not aquorum as so constituted present at the adjourned meeting, the original meeting shall bedeemed to have terminated forthwith after its adjournment. Any business may be broughtbefore or dealt with at any adjourned meeting which might have been brought before ordealt with at the original meeting in accordance with the notice calling the same.

Decisions of the directors shall be determined by a majority of votes of the directorspresent, and in the case of an equality of votes the Chairman of the meeting shall have asecond and casting vote.

28. (1) A resolution in writing, signed by all the directors entitled to vote on thatresolution at a meeting of directors is as valid as if it had been passed at a meetingof directors.

)

(2) A resolution in wntmg, signed by all the directors entitled to vote on thatresolution at a meeting of directors, satisfies all the requirements of the Actrelating to meetings of directors.

(3) Resolutions in writing contemplated by this section 28 may be signed in severalcounterparts, which counterparts together shall constitute a single resolution inwriting.

VOTING SECURITIES IN OTHER BODIES CORPORATE

29. All securities of any other body corporate carrying voting rights held from time to timeby the Corporation may be voted at all meetings of shareholders, bondholders,debentureholders or holders of such securities, as the case may be, of such other bodycorporate, in such manner and by such person or persons as the Board shall from time totime detern1ine by resolution. Any two officers of the Corporation (or where theCorporation has only one officer, that officer) may also from time to time execute anddeliver for and on behalf of the Corporation proxies and/or arrange for the issuance of

::ODMA\PCDOCS\REG INA\405354\1 - 7 -

voting certificates and/or other evidence of the right to vote in such names as they maydetermine without the necessity of a resolution or other action by the Board.

NOTICES

30. Any notice (which includes any communication or document) to be given (which termincludes sent, delivered or served) pursuant to the Act, the articles, the by-laws orotherwise to a shareholder, director, officer, auditor or member of a committee of theBoard shall be sufficiently given if delivered personally to the person to whom it is to begiven or if delivered to his latest address as shown on the records of the Corporation or ifmailed to him at his said address by prepaid ordinary or airmail or if sent to him bytelecopier or, if permitted under the Act or applicable law, by other electronic means. Anotice so delivered shall be deemed to have been given when it is delivered personally orto the said address as aforesaid; a notice so mailed shall be deemed to have been givenwhen deposited in a post office or public letter box; a notice so sent by telecopier orelectronic means shall be deemed to have been given when dispatched or when deliveredto the recipient, the appropriate communication company or agency or its representativefor dispatch. The secretary may change or cause to be changed the recorded address ofany shareholder, director, officer, auditor, or member of a committee of the Board inaccordance with any information which he reasonably believes to be reliable.

31. In computing the time when notice must be given under any provision requiring aspecific number of hours notice of any meeting or other event, the hour of giving thenotice and the hour of commencement of the meeting shall be excluded, and incomputing the date when notice must be given under any provision requiring a specifiednumber of days notice of any meeting or other event, the date of giving the notice shall beexcluded and the date of the meeting or other event shall be included.

32. Where notices or other documents required to be given by the Corporation to itsshareholders have been mailed to a shareholder at his latest address as shown on therecords of the Corporation and where, on three (3) consecutive occasions, notices or otherdocuments have been returned by the post office to the Corporation, the Corporation isnot required to mail to the shareholder any further notices or other documents until suchtime as the Corporation receives written notice from the shareholder requesting thatnotices and other documents be sent to the shareholder at a specified address.

33. All notices or other documents shall, with respect to any shares in the capital of theCorporation registered in more than one name, be given to whichever of such persons isnamed first in the records of the Corporation and any notice or other document so givenshall be sufficient notice of delivery of such document to all the holders of such shares.

34. Every person who by operation of law, transfer or by any other means whatsoever shallbecome entitled to any shares in the capital of the Corporation, shall be bound by everynotice or other document in respect of such shares which prior to his name and address


35.

36.

37.

38.

being entered on the records of the Corporation shall have been given to the person orpersons from whom he derives his title to such shares.

Any notice or other document given by post shall, notwithstanding that such shareholderbe then deceased and whether or not the Corporation has notice of his decease, be deemedto have been duly served in respect of the shares held by such shareholder (whether heldsolely or with other persons) until some other person be entered in his stead in the recordsof the Corporation as the holder or one of the holders thereof and such service shall for allpurposes be deemed a sufficient service of such notice or other document on his heirs,executors or administrators and all persons (if any), interested with him in such shares.

The signature of any director or officer of the Corporation to any notice may be written,stamped, typewritten or printed or partly written, stamped, typewritten or printed.

A certificate of any officer of the Corporation in office at the time of the making of thecertificate or ofa transfer officer or any transfer agent or branch transfer agent of sharesto any class of the Corporation as to facts in relation to the mailing or delivery or serviceof any notice or other document to any shareholder, director, officer or auditors orpublication of any notice or other document shall be conclusive evidence thereof andshall be binding on every shareholder, director, officer or auditor of the Corporation, asthe case may be.

A special general meeting and the annual general meeting of shareholders of theCorporation may be convened by one and the same notice, and it shall be no objection tothe said notice that it only convenes the second meeting contingently on any resolutionbeing passed by the requisite majority at the first meeting.

FISCAL YEAR

39. The fiscal year of the Corporation shall telminate on such day in each year as the Boardmay from time to time by resolution detelmine.

ENACTED by the Board the. day of., 2000.

)

President


Secretary

CONFIRMED by the shareholders in accordance with 'the Act on the. day of., 2000.

Secretary

I,

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::ODMA\PCDOCS\REGINA\405354\1 - 10-

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJL~;O CERTAIN RESTRICTIONS ON TRANSFER AND LIEN RIGHTS AS DESCR1BE~-,,:r":I"~'

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