In this By-Law, unless the context otherwise requires:
Unless otherwise defined, words and expressions defined in the Act have the same meaning in this By-Law.
The Board shall consist of a minimum of one (1) and maximum of ten (10) directors. Directors need not hold shares in the Corporation. The required percentage of directors resident in Canada shall be maintained as required by the Act.
Directors are elected at each annual general meeting of the shareholders to serve until the next annual general meeting or until their successors are elected or appointed. The Board may appoint additional directors between annual meetings, provided the total number does not exceed one-third of the number of directors elected at the preceding annual meeting.
Every director shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances, as required by section 134 of the Act.
A director may be removed by ordinary resolution of the shareholders at a special meeting called for that purpose.
The Board may meet at any time and place as the Board determines, or upon the call of any director. Notice of at least 48 hours shall be provided, unless waived by all directors.
A majority of directors in office constitutes a quorum. Where there is only one director (as in the current sole-director structure), that director alone constitutes a quorum and may transact any business of the Board.
Questions arising at any Board meeting shall be decided by a majority vote of the directors present. The Chair shall not have a second or casting vote.
Directors may participate in a Board meeting by means of telephone or electronic communication that permits all participants to communicate simultaneously. A resolution in writing signed by all directors entitled to vote on that resolution is as valid as if passed at a duly constituted meeting.
The Corporation shall have a President and CEO, a Secretary, and a CFO. Additional officers may be appointed by Board resolution. One person may hold more than one office.
The President and CEO is the chief executive officer of the Corporation and, subject to the Board, has general supervision of the business and affairs of the Corporation. The President is authorized to execute all agreements, instruments, and documents on behalf of the Corporation.
The CFO is responsible for maintaining accurate financial records, preparing financial statements, managing banking relationships, and filing all required tax returns and government remittances.
The Secretary is responsible for maintaining the minute book, preparing and distributing notices of meetings, recording minutes, maintaining the share register, and performing such other duties as the Board may assign.
Officers may delegate their authority to employees or agents of the Corporation subject to any limitations imposed by the Board.
The Corporation shall hold an annual general meeting of shareholders within six (6) months of each fiscal year end to receive financial statements, elect directors, appoint auditors (or waive the audit requirement where permitted), and transact such other business as may properly come before the meeting.
A special general meeting may be called at any time by the Board, and shall be called upon the written requisition of shareholders holding not less than five percent (5%) of the outstanding voting shares.
Notice of shareholder meetings shall be given not less than ten (10) nor more than fifty (50) days before the meeting date. Notice may be waived by all shareholders entitled to vote.
A quorum for shareholder meetings is one or more shareholders present in person or by proxy holding at least a majority of the outstanding voting shares. Where there is one shareholder (the sole founder shareholder), that shareholder constitutes a quorum.
Resolutions of the shareholders require approval by a majority of votes cast (ordinary resolution), except where the Act or the Articles require a two-thirds majority (special resolution), such as for amendments to the Articles or fundamental corporate changes.
The Board may issue shares at such times and for such consideration as it determines, subject to the Articles of Incorporation. Fractional shares may not be issued.
Share transfers are restricted in accordance with the Articles. No share transfer shall be recorded in the share register unless:
The Corporation shall maintain a share register recording the names of all shareholders, the number and class of shares held, and the dates of issue and transfer.
The Corporation shall maintain business bank accounts as authorized by Board resolution. Authorized signatories and transaction limits shall be specified in the applicable banking resolution.
Contracts, deeds, and instruments involving the Corporation shall be executed by the President or such other officer or person as the Board may authorize. Cheques, drafts, and electronic transfers shall be signed by the authorized signatories specified in the banking resolution.
The fiscal year of the Corporation shall end on December 31 of each year, unless changed by Board resolution with notice to the Canada Revenue Agency.
The CFO shall prepare annual financial statements in accordance with generally accepted accounting principles (GAAP) or as otherwise determined by the Board, to be presented at each annual general meeting.
Subject to the Act, the Corporation shall indemnify each director and officer of the Corporation and their heirs and legal representatives against all costs, charges, and expenses, including legal fees, reasonably incurred in respect of any civil, criminal, or administrative action or proceeding to which they are made a party by reason of being or having been a director or officer, if:
The Corporation may purchase and maintain directors' and officers' liability insurance for the benefit of its directors and officers.
A director or officer who is a party to, or who has a material interest in any party to, a material contract or transaction with the Corporation shall disclose the nature and extent of their interest at the time and in the manner required by the Act.
In the context of cybersecurity operations, directors and officers shall additionally disclose:
A conflicted director shall not vote on any resolution relating to a transaction in which they have a material interest, except as permitted by the Act.
This By-Law may be repealed or amended by resolution of the Board, subject to confirmation by ordinary resolution of the shareholders at the next shareholder meeting or by written resolution. Any amendment takes effect from the date of the Board resolution, subject to shareholder confirmation.
Where there is a single shareholder and a single director who are the same person, the By-Law may be amended by a single written resolution of that person acting in both capacities.