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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 17, 2023
ELECTRAMECCANICA
VEHICLES CORP.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada |
|
98-1485035 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
6060
Silver Drive
Third
Floor
Burnaby,
British
Columbia, Canada |
|
V5H 0H5 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (604)
428-7656
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common
Shares, no par value |
SOLO |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 17, 2023, the Board of Directors
of ElectraMeccanica Vehicles Corp. (the “Company”) adopted an amendment to the Company’s articles (as amended, the “Articles”),
effective as of such date, to ensure compliance with the quorum requirements of the Nasdaq Stock Market. In particular, Section 8.3 of
the Articles was amended to increase the quorum requirement for meetings of shareholders of the Company from one or more persons, present
in person or by proxy, to one-third of the votes entitled to vote at the meeting, present in person or represented by proxy.
The foregoing description of the Articles is not intended
to be complete and is qualified in its entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 22, 2023 |
ELECTRAMECCANICA VEHICLES CORP. |
| |
|
| |
By: |
/s/ Michael Bridge |
| |
|
Michael Bridge |
| |
|
General Counsel and Corporate Secretary |
Exhibit 3.1
Incorporation No. BC1027632
BUSINESS CORPORATIONS ACT
ARTICLES
OF
ELECTRAMECCANICA VEHICLES CORP.
(as amended on November 17, 2023)
Table of Contents
| Part 1 - Interpretation |
2 |
| Part 2 - Shares and Share Certificates |
3 |
| Part 3 - Issue of Shares |
4 |
| Part 4 - Share Transfers |
4 |
| Part 5 - Acquisition of Shares |
5 |
| Part 6 - Borrowing Powers |
6 |
| Part 7 - General Meetings |
6 |
| Part 8 - Proceedings at Meetings of Shareholders |
8 |
| Part 9 - Alterations and Resolutions |
12 |
| Part 10 - Votes of Shareholders |
13 |
| Part 11 - Directors |
16 |
| Part 12 - Election and Removal of Directors |
18 |
| Part 13 - Proceedings of Directors |
25 |
| Part 14 - Committees of Directors |
27 |
| Part 15 - Officers |
29 |
| Part 16 - Certain Permitted Activities of Directors |
29 |
| Part 17 - Indemnification |
30 |
| Part 18 - Auditor |
30 |
| Part 19 - Dividends |
30 |
| Part 20 - Accounting Records |
32 |
| Part 21 - Execution of Instruments |
32 |
| Part 22 - Notices |
32 |
| Part 23 - Restriction on Share Transfer |
34 |
| Part 24 - Transfer of Powers from Directors to Shareholders |
34 |
| Part 25 - Special Rights and Restrictions |
35 |
Incorporation No. BC1027632
BUSINESS CORPORATIONS ACT
ARTICLES
OF
ELECTRAMECCANICA VEHICLES CORP.
(as amended on November 17, 2023)
Part 1
- Interpretation
Without limiting Article 1.2, in
these Articles, unless the context requires otherwise:
| (a) | "adjourned meeting" means the meeting to which a meeting is adjourned under Article 8.6
or 8.9; |
| (b) | "board" and "directors" mean the board of directors of the Company for
the time being; |
| (c) | "Business Corporations Act" means the Business Corporations Act, S.B.C.
2002, c.57, and includes its regulations; |
| (d) | "Company" means Electrameccanica Vehicles Corp.; |
| (e) | "Interpretation Act" means the Interpretation Act, R.S.B.C. 1996, c. 238;
and |
| (f) | "trustee", in relation to a shareholder, means the personal or other legal representative
of the shareholder, and includes a trustee in bankruptcy of the shareholder. |
| 1.2 | Business Corporations Act definitions apply |
The definitions in the Business Corporations
Act apply to these Articles.
| 1.3 | Interpretation Act applies |
The Interpretation Act applies
to the interpretation of these Articles as if these Articles were an enactment.
| 1.4 | Conflict in definitions |
If there is a conflict between a definition
in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these
Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles.
| 1.5 | Conflict between Articles and legislation |
If there is a conflict between these
Articles and the Business Corporations Act, the Business Corporations Act will prevail.
Part 2
- Shares and Share Certificates
| 2.1 | Form of share certificate |
Each share certificate issued by the
Company must comply with, and be signed as required by, the Business Corporations Act.
| 2.2 | Shareholder Entitled to Certificate or Acknowledgement |
Unless the shares are uncertificated
shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series
of shares registered in the shareholder's name or (b) a non-transferable written acknowledgement of the shareholder's right to obtain
such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more
than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders'
duly authorized agents will be sufficient delivery to all.
| 2.3 | Sending of share certificate |
Any share certificate to which a shareholder
is entitled may be sent to the shareholder by mail and neither the Company nor any agent is liable for any loss to the shareholder because
the certificate sent is lost in the mail or stolen.
| 2.4 | Replacement of worn out or defaced certificate |
If the directors are satisfied that
a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they
think fit:
| (a) | order the certificate to be cancelled; and |
| (b) | issue a replacement share certificate. |
| 2.5 | Replacement of lost, stolen or destroyed certificate |
If a share certificate is lost, stolen
or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the directors receive:
| (a) | proof satisfactory to them that the certificate is lost, stolen or destroyed; and |
| (b) | any indemnity the directors consider adequate. |
| 2.6 | Splitting share certificates |
If a shareholder surrenders a share
certificate to the Company with a written request that the Company issue in the shareholder's name 2 or more certificates, each representing
a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company
must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.
| 2.7 | Shares may be uncertificated |
Notwithstanding any other provisions
of this Part, the directors may, by resolution, provide that:
| (a) | the shares of any or all of the classes and series of the Company's shares may be uncertificated shares;
or |
| (b) | any specified shares may be uncertificated shares. |
Part 3
- Issue of Shares
| 3.1 | Directors authorized to issue shares |
The directors may, subject to the rights
of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares,
and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and
for the issue prices that the directors, in their absolute discretion, may determine.
| 3.2 | Company need not recognize unregistered interests |
Except as required by law or these Articles,
the Company need not recognize or provide for any person's interests in or rights to a share unless that person is the shareholder of
the share.
Part 4
- Share Transfers
| 4.1 | Recording or registering transfer |
A transfer of a share of the Company
must not be registered
| (a) | unless a duly signed instrument of transfer in respect of the share has been received by the Company and
the certificate (or acceptable documents pursuant to Article 2.5 hereof) representing the share to be transferred has been surrendered
and cancelled; or |
| (b) | if no certificate has been issued by the Company in respect of the share, unless a duly signed instrument
of transfer in respect of the share has been received by the Company. |
| 4.2 | Form of instrument of transfer |
The instrument of transfer in respect
of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that
may be approved by the directors from time to time.
| 4.3 | Signing of instrument of transfer |
If a shareholder, or his or her duly
authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument
of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number
of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited
with the instrument of transfer:
| (a) | in the name of the person named as transferee in that instrument of transfer; or |
| (b) | if no person is named as transferee in that instrument of transfer, in the name of the person on whose
behalf the share certificate is deposited for the purpose of having the transfer registered. |
| 4.4 | Enquiry as to title not required |
Neither the Company nor any director,
officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or,
if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose
of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate
owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment
of a right to obtain a share certificate for such shares.
There must be paid to the Company, in
relation to the registration of any transfer, the amount determined by the directors from time to time.
Part 5
- Acquisition of Shares
| 5.1 | Company authorized to purchase shares |
Subject to the special rights and restrictions
attached to any class or series of shares, the Company may, if it is authorized to do so by the directors, purchase or otherwise acquire
any of its shares.
| 5.2 | Company authorized to accept surrender of shares |
The Company may, if it is authorized
to do so by the directors, accept a surrender of any of its shares.
| 5.3 | Company authorized to convert fractional shares into whole shares |
The Company may, if it is authorized
to do so by the directors, convert any of its fractional shares into whole shares in accordance with, and subject to the limitations contained
in, the Business Corporations Act.
Part 6
- Borrowing Powers
The directors may from time to time on behalf
of the Company:
| (a) | borrow money in the manner and amount, on the security, from the sources and on the terms and conditions
that they consider appropriate; |
| (b) | issue bonds, debentures and other debt obligations either outright or as security for any liability or
obligation of the Company or any other person, and at any discount or premium and on such other terms as they consider appropriate; |
| (c) | guarantee the repayment of money by any other person or the performance of any obligation of any other
person; and |
| (d) | mortgage or charge, whether by way of specific or floating charge, or give other security on the whole
or any part of the present and future assets and undertaking of the Company. |
Part 7
- General Meetings
| 7.1 | Annual general meetings |
Unless an annual general meeting is
deferred or waived in accordance with section 182(2)(a) or (c) of the Business Corporations Act, the Company must hold
its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that
must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.
| 7.2 | When annual general meeting is deemed to have been held |
If all of the shareholders who are entitled
to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business
that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of
the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 7.2, select as the Company's
annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.
| 7.3 | Calling of shareholder meetings |
The directors may, whenever they think
fit, call a meeting of shareholders.
| 7.4 | Notice for meetings of shareholders |
The Company must send notice of the
date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as
may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled
to attend the meeting and to each director, unless these Articles otherwise provide, at least the following number of days before
the meeting:
| (a) | if and for so long as the Company is a public company, 21 days; |
| 7.5 | Record date for notice |
The directors may set a date as the
record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede
the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders
under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is
held by fewer than:
| (a) | if and for so long as the Company is a public company, 21 days; |
If no record date is set, the record
date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning
of the meeting.
| 7.6 | Record date for voting |
The directors may set a date as the
record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede
the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders
under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the
day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
| 7.7 | Failure to give notice and waiver of notice |
The accidental omission to send notice
of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that
meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice
of such meeting.
| 7.8 | Notice of special business at meetings of shareholders |
If a meeting of shareholders is to consider
special business within the meaning of Article 8.1, the notice of meeting must:
| (a) | state the general nature of the special business; and |
| (b) | if the special business includes considering, approving, ratifying, adopting or authorizing any document
or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document
will be available for inspection by shareholders: |
| (i) | at the Company's records office, or at such other reasonably accessible location in British Columbia as
is specified in the notice, and |
| (ii) | during statutory business hours on any one or more specified days before the day set for the holding of
the meeting. |
Part 8
- Proceedings at Meetings of Shareholders
At a meeting of shareholders, the following
business is special business:
| (a) | at a meeting of shareholders that is not an annual general meeting, all business is special business except
business relating to the conduct of or voting at the meeting or the election or appointment of directors; |
| (b) | at an annual general meeting, all business is special business except for the following: |
| (i) | business relating to the conduct of or voting at the meeting, |
| (ii) | consideration of any financial statements of the Company presented to the meeting, |
| (iii) | consideration of any reports of the directors or auditor, |
| (iv) | the setting or changing of the number of directors, |
| (v) | the election or appointment of directors, |
| (vi) | the appointment of an auditor, |
| (vii) | the setting of the remuneration of an auditor, |
| (viii) | business arising out of a report of the directors not requiring the passing of a special resolution or
an exceptional resolution, and |
| (ix) | any other business which, under these Articles or the Business Corporations Act, may be transacted
at a meeting of shareholders without prior notice of the business being given to the shareholders. |
The votes required for the Company to
pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.
At any meeting of shareholders, a quorum
will be one-third of the votes entitled to vote at the meeting, present in person (including by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately with each other during the meeting) or represented by proxy.
| 8.4 | Other persons may attend |
The directors, the president, if any,
the secretary, if any, and any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, but if any of those
persons do attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting,
unless that person is a shareholder or proxy holder entitled to vote at the meeting.
No business, other than the election
of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders
entitled to vote at the meeting is present at the commencement of the meeting.
If, within 1/2 hour from the time set
for the holding of a meeting of shareholders, a quorum is not present:
| (a) | in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved; and |
| (b) | in the case of any other meeting of shareholders, the shareholders entitled to vote at the meeting who
are present, in person or by proxy, at the meeting may adjourn the meeting to a set time and place. |
The following individual is entitled
to preside as chair at a meeting of shareholders:
| (a) | the chair of the board, if any; |
| (b) | if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any. |
At any meeting of shareholders, the
directors present must choose one of their number to be chair of the meeting if: (a) there is no chair of the board or president
present within 15 minutes after the time set for holding the meeting; (b) the chair of the board and the president are unwilling
to act as chair of the meeting; or (c) if the chair of the board and the president have advised the secretary, if any, or any director
present at the meeting, that they will not be present at the meeting. If, in any of the foregoing circumstances, all of the directors
present decline to accept the position of chair or fail to choose one of their number to be chair of the meeting, or if no director is
present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.
The chair of a meeting of shareholders
may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
| 8.10 | Notice of adjourned meeting |
It is not necessary to give any notice
of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned
for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
| 8.11 | Motion need not be seconded |
No motion proposed at a meeting of shareholders
need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose
or second a motion.
| 8.12 | Manner of taking a poll |
Subject to Article 8.13, if a poll
is duly demanded at a meeting of shareholders:
| (a) | the poll must be taken |
| (i) | at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and |
| (ii) | in the manner, at the time and at the place that the chair of the meeting directs; |
| (b) | the result of the poll is deemed to be a resolution of, and passed at, the meeting at which the poll is
demanded; and |
| (c) | the demand for the poll may be withdrawn. |
| 8.13 | Demand for a poll on adjournment |
A poll demanded at a meeting of shareholders
on a question of adjournment must be taken immediately at the meeting.
| 8.14 | Demand for a poll not to prevent continuation of meeting |
The demand for a poll at a meeting of
shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business
other than the question on which a poll has been demanded.
| 8.15 | Poll not available in respect of election of chair |
No poll may be demanded in respect of
the vote by which a chair of a meeting of shareholders is elected.
| 8.16 | Casting of votes on poll |
On a poll, a shareholder entitled to
more than one vote need not cast all the votes in the same way.
| 8.17 | Chair must resolve dispute |
In the case of any dispute as to the
admission or rejection of a vote given on a poll, the chair of the meeting must determine the same, and his or her determination made
in good faith is final and conclusive.
| 8.18 | Chair has no second vote |
In case of an equality of votes, the
chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a casting or second vote in addition to the
vote or votes to which the chair may be entitled as a shareholder.
| 8.19 | Declaration of result |
The chair of a meeting of shareholders
must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case
may be, and that decision must be entered in the minutes of the meeting.
| 8.20 | Meetings by telephone or other communications medium |
A shareholder or proxy holder who is
entitled to participate in a meeting of shareholders may do so in person, or by telephone or other communications medium, if all shareholders
and proxy holders participating in the meeting are able to communicate with each other; provided, however, that nothing in this Section shall
obligate the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting
of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a manner contemplated by this
Article 8.20:
| (a) | each such shareholder or proxy holder shall be deemed to be present at the meeting; and |
| (b) | the meeting shall be deemed to be held at the location specified in the notice of the meeting. |
Part 9
- Alterations and Resolutions
| 9.1 | Alteration of Authorized Share Structure |
Subject to Article 9.2 and the
Business Corporations Act, the Company may by resolution of the directors:
| (a) | create one or more classes or series of shares or, if none of the shares of a class or series of shares
are allotted or issued, eliminate that class or series of shares; |
| (b) | increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out
of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series
of shares for which no maximum is established; |
| (c) | if the Company is authorized to issue shares of a class of shares with par value: |
| (i) | decrease the par value of those shares, |
| (ii) | if none of the shares of that class of shares are allotted or issued, increase the par value of those
shares, |
| (iii) | subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller
par value, or |
| (iv) | consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger
par value; |
| (d) | subdivide all or any of its unissued or fully paid issued shares without par value; |
| (e) | change all or any of its unissued or fully paid issued shares with par value into shares without par value
or all or any of its unissued shares without par value into shares with par value; |
| (f) | alter the identifying name of any of its shares; |
| (g) | consolidate all or any of its unissued or fully paid issued shares without par value; or |
| (h) | otherwise alter its shares or authorized share structure when required or permitted to do so by the Business
Corporations Act. |
The Company may by resolution of the
directors authorize an alteration to its Notice of Articles in order to change its name or adopt or change any translation of that
name.
| 9.3 | Other Alterations or Resolutions |
If the Business Corporations Act
does not specify:
| (a) | the type of resolution and these Articles do not specify another type of resolution, the Company
may by resolution of the directors authorize any act of the Company, including without limitation, an alteration of these Articles; or |
| (b) | the type of shareholders' resolution and these Articles do not specify another type of shareholders' resolution,
the Company may by ordinary resolution authorize any act of the Company. |
Part 10
- Votes of Shareholders
Subject to any special rights or restrictions
attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 10.3:
| (a) | on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to
vote at the meeting has one vote; and |
| (b) | on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder
that carries the right to vote on that poll and may exercise that vote either in person or by proxy. |
| 10.2 | Trustee of shareholder may vote |
A person who is not a shareholder may
vote on a resolution at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the
meeting in relation to that resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is
to be considered, or satisfies all of the directors present at the meeting, that the person is a trustee for a shareholder who is entitled
to vote on the resolution.
| 10.3 | Votes by joint shareholders |
If there are joint shareholders registered
in respect of any share:
| (a) | any one of the joint shareholders, but not both or all, may vote at any meeting, either personally or
by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or |
| (b) | if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint
shareholder present whose name stands first on the central securities register in respect of the share is alone entitled to vote in respect
of that share. |
| 10.4 | Trustees as joint shareholders |
Two or more trustees of a shareholder
in whose sole name any share is registered are, for the purposes of Article 10.3, deemed to be joint shareholders.
| 10.5 | Representative of a corporate shareholder |
If a corporation that is not a subsidiary
of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of
the Company, and:
| (a) | for that purpose, the instrument appointing a representative must |
| (i) | be received at the registered office of the Company or at any other place specified, in the notice calling
the meeting, for the receipt of proxies, at least 2 business days before the day set for the holding of the meeting, or |
| (ii) | unless the notice of the meeting provides otherwise, be provided, at the meeting, to the chair of the
meeting; and |
| (b) | if a representative is appointed under this Article 10.5, |
| (i) | the representative is entitled to exercise in respect of and at that meeting the same rights on behalf
of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual,
including, without limitation, the right to appoint a proxy holder, and |
| (ii) | the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and
is deemed to be a shareholder present in person at the meeting. |
| 10.6 | When proxy provisions do not apply |
Articles 10.7 to 10.13 do not apply
to the Company if and for so long as it is a public company.
| 10.7 | Appointment of proxy holder |
Every shareholder of the Company, including
a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company
may, by proxy, appoint a proxy holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the
proxy.
| 10.8 | Alternate proxy holders |
A shareholder may appoint one or more
alternate proxy holders to act in the place of an absent proxy holder.
| 10.9 | When proxy holder need not be shareholder |
A person must not be appointed as a
proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:
| (a) | the person appointing the proxy holder is a corporation or a representative of a corporation appointed
under Article 10.5; |
| (b) | the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder
entitled to vote at the meeting; or |
| (c) | the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy
holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder
is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting. |
A proxy, whether for a specified meeting
or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
(Name of Company)
The undersigned, being a shareholder of
the above named Company, hereby appoints _______________________ or, failing that person, _______________________, as proxy holder for
the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the day of and
at any adjournment of that meeting.
Signed this ______ day of __________________,
______.
________________________________
Signature of shareholder
| 10.11 | Provision of proxies |
A proxy for a meeting of shareholders
must:
| (a) | be received at the registered office of the Company or at any other place specified in the notice calling
the meeting for the receipt of proxies, at least the number of business days specified in the notice or, if no number of days is specified,
2 business days before the day set for the holding of the meeting; or |
| (b) | unless the notice of the meeting provides otherwise, be provided at the meeting to the chair of the meeting. |
| 10.12 | Revocation of proxies |
Subject to Article 10.13, every
proxy may be revoked by an instrument in writing that is:
| (a) | received at the registered office of the Company at any time up to and including the last business day
before the day set for the holding of the meeting at which the proxy is to be used; or |
| (b) | provided at the meeting to the chair of the meeting. |
| 10.13 | Revocation of proxies must be signed |
An instrument referred to in Article 10.12
must be signed as follows:
| (a) | if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed
by the shareholder or his or her trustee; or |
| (b) | if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed
by the corporation or by a representative appointed for the corporation under Article 10.5. |
| 10.14 | Validity of proxy votes |
A vote given in accordance with the
terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy
or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is
received:
| (a) | at the registered office of the Company, at any time up to and including the last business day before
the day set for the holding of the meeting at which the proxy is to be used; or |
| (b) | by the chair of the meeting, before the vote is taken. |
| 10.15 | Production of evidence of authority to vote |
The chair of any meeting of shareholders
may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production
of evidence as to the existence of the authority to vote.
Part 11
- Directors
| 11.1 | First directors; number of directors |
The first directors are the persons
designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business
Corporations Act. The number of directors, excluding additional directors appointed under Article 12.7, is set at:
| (a) | subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company's
first directors; |
| (b) | if the Company is a public company, the greater of three and the number most recently elected by ordinary
resolution (whether or not previous notice of the resolution was given); and |
| (c) | if the Company is not a public company, the number most recently elected by ordinary resolution (whether
or not previous notice of the resolution was given). |
| 11.2 | Change in number of directors |
If the number of directors is set under
Articles 11.1(b) or 11.1(c):
| (a) | the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors
up to that number; |
| (b) | if, contemporaneously with setting that number, the shareholders do not elect or appoint the directors
needed to fill vacancies in the board of directors up to that number, then the directors may appoint, or the shareholders may elect or
appoint, directors to fill those vacancies. |
| 11.3 | Directors' acts valid despite vacancy |
An act or proceeding of the directors
is not invalid merely because fewer directors have been appointed or elected than the number of directors set or otherwise required under
these Articles.
| 11.4 | Qualifications of directors |
A director is not required to hold a
share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations
Act to become, act or continue to act as a director.
| 11.5 | Remuneration of directors |
The directors are entitled to the remuneration,
if any, for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the
directors will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to a director
in such director's capacity as an officer or employee of the Company.
| 11.6 | Reimbursement of expenses of directors |
The Company must reimburse each director
for the reasonable expenses that he or she may incur in and about the business of the Company.
| 11.7 | Special remuneration for directors |
If any director performs any professional
or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director
is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at
the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for,
any other remuneration that he or she may be entitled to receive.
| 11.8 | Gratuity, pension or allowance on retirement of director |
Unless otherwise determined by ordinary
resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held
any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and
pay premiums for the purchase or provision of any such gratuity, pension or allowance.
Part 12
- Election and Removal of Directors
| 12.1 | Election at annual general meeting |
At every annual general meeting and
in every unanimous resolution contemplated by Article 7.2:
| (a) | the shareholders entitled to vote at the annual general meeting for the election of directors may elect,
or in the unanimous resolution appoint, a board of directors consisting of up to the number of directors for the time being set under
these Articles; and |
| (b) | all the directors cease to hold office immediately before the election or appointment of directors under
paragraph (a), but are eligible for re-election or re-appointment. |
| 12.2 | Consent to be a director |
No election, appointment or designation
of an individual as a director is valid unless:
| (a) | that individual consents to be a director in the manner provided for in the Business Corporations Act; |
| (b) | that individual is elected or appointed at a meeting at which the individual is present and the individual
does not refuse, at the meeting, to be a director; or |
| (c) | with respect to first directors, the designation is otherwise valid under the Business Corporations
Act. |
| 12.3 | Failure to elect or appoint directors |
If:
| (a) | the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote
at an annual general meeting fail to pass the unanimous resolution contemplated by Article 7.2, on or before the date by which the
annual general meeting is required to be held under the Business Corporations Act; or |
| (b) | the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 7.2,
to elect or appoint any directors; |
then each director in office at such
time continues to hold office until the earlier of:
| (c) | the date on which his or her successor is elected or appointed; and |
| (d) | the date on which he or she otherwise ceases to hold office under the Business Corporations Act
or these Articles. |
| 12.4 | Directors may fill casual vacancies |
Any casual vacancy occurring in the
board of directors may be filled by the remaining directors.
| 12.5 | Remaining directors' power to act |
The directors may act notwithstanding
any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as
the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or for the purpose of summoning
a meeting of shareholders to fill any vacancies on the board of directors or for any other purpose permitted by the Business Corporations
Act.
| 12.6 | Shareholders may fill vacancies |
If the Company has no directors or fewer
directors in office than the number set pursuant to these Articles as the quorum of directors, and the directors have not filled
the vacancies pursuant to Article 12.5 above, the shareholders may elect or appoint directors to fill any vacancies on the board
of directors.
Notwithstanding Articles 11.1 and
11.2, between annual general meetings or unanimous resolutions contemplated by Article 7.2, the directors may appoint one or more
additional directors, but the number of additional directors appointed under this Article 12.7 must not at any time exceed:
| (a) | one-third of the number of first directors, if, at the time of the appointments, one or more of the first
directors have not yet completed their first term of office; or |
| (b) | in any other case, one-third of the number of the current directors who were elected or appointed as directors
other than under this Article 12.7. |
Any director so appointed ceases to
hold office immediately before the next election or appointment of directors under Article 12.1(a), but is eligible for re-election
or re-appointment.
| 12.8 | Ceasing to be a director |
A director ceases to be a director when:
| (a) | the term of office of the director expires; |
| (c) | the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company;
or |
| (d) | the director is removed from office pursuant to Articles 12.9 or 12.10. |
| 12.9 | Removal of director by shareholders |
The Shareholders may, by special resolution,
remove any director before the expiration of his or her term of office, and may, by ordinary resolution, elect or appoint a director to
fill the resulting vacancy. If the shareholders do not contemporaneously elect or appoint a director to fill the vacancy created by the
removal of a director, then the directors may appoint, or the shareholders may elect or appoint by ordinary resolution, a director to
fill that vacancy.
| 12.10 | Removal of director by directors |
The directors may remove any director
before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to
be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting
vacancy.
| 12.11 | Nominations of directors |
| (a) | Only persons who are nominated in accordance with the following procedures shall be eligible for election
as directors of the Company. |
| (b) | Nominations of persons for election to the board may be made at any annual meeting of shareholders or
at any special meeting of shareholders (if one of the purposes for which the special meeting was called was the election of directors): |
| (i) | by or at the direction of the board, including pursuant to a notice of meeting; |
| (ii) | by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance
with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions
of the Business Corporations Act; or |
| (iii) | by any person (a "Nominating Shareholder"): (A) who, at the close of business on
the date of the giving of the notice provided for below in this Article 12.11 and on the record date for notice of such meeting,
is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially
owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this
Article 12.11. |
| (c) | In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder,
the Nominating Shareholder must have given timely notice thereof (as provided for in Article 12.11(d)) in proper written form to
the secretary of the Company at the principal executive offices of the Company. |
| (d) | To be timely, a Nominating Shareholder's notice to the secretary of the Company must be given: |
| (i) | in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the
date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held
on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement (as defined
below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be given not later than the close of business
on the tenth (10th) day after the Notice Date in respect of such meeting; and |
| (ii) | in the case of a special meeting (which is not also an annual meeting) of shareholders called for the
purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th)
day following the day on which the first public announcement of the date of the special meeting of shareholders was made. |
In no event shall any adjournment or postponement
of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice
as described above.
| (e) | To be in proper written form, a Nominating Shareholder's notice to the secretary of the Company must set
forth: |
| (i) | as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the
name, age, business address and residential address of the person; (B) the principal occupation or employment of the person during
the past five years; (C) the class or series and number of shares in the capital of the Company which are controlled or which are
owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been
made publicly available and shall have occurred) and as of the date of such notice; (D) a statement as to whether such person would
be "independent" of the Company (as such term is defined under Applicable Securities Laws (as defined below)) if elected as
a director at such meeting and the reasons and basis for such determination; (E) a description of all direct and indirect compensation
and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships,
between or among such Nominating Shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting
jointly or in concert therewith, on the one hand, and such nominee, and his or her respective associates, or others acting jointly or
in concert therewith, on the other hand; and (F) any other information relating to the person that would be required to be disclosed
in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations
Act and Applicable Securities Laws (as defined below); and |
| (ii) | as to the Nominating Shareholder giving the notice: (A) any proxy, contract, arrangement, understanding
or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company; (B) the class or series
and number of shares in the capital of the Company which are controlled or which are owned beneficially or of the record by the Nominating
Shareholder as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall
have occurred) and as of the date of such notice, and (C) any other information relating to such Nominating Shareholder that would
be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant
to the Business Corporations Act and Applicable Securities Laws (as defined below). |
| (f) | The Company may require any proposed nominee to furnish such other information as may reasonably be required
by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could
be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee. |
| (g) | The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance
with the provisions set forth in this Article 12.11 and, if any proposed nomination is not in compliance with such provisions, to
declare that such defective nomination shall be disregarded. |
| (h) | For purposes of this Article 12.11: |
| (i) | "Affiliate", when used to indicate a relationship with a person, means a person that
directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified
person; |
| (ii) | "Applicable Securities Laws" means the applicable securities legislation of each relevant
province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute
and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar
regulatory authority of each province and territory of Canada; |
| (iii) | "Associate", when used to indicate a relationship with a specified person, means: |
| A. | any corporation or trust of which such person beneficially owns, directly or indirectly, voting securities
carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, |
| B. | any partner of that person, |
| C. | any trust or estate in which such person has a substantial beneficial interest or as to which such person
serves as trustee or in a similar capacity, |
| D. | a spouse of such specified person, |
| E. | any person of either sex with whom such specified person is living in a conjugal relationship outside
marriage, or |
| F. | any relative of such specified person or of a person mentioned in clauses D or E of this definition if
that relative has the same residence as the specified person; |
| (iv) | "Derivatives Contract" means a contract between two parties (the "Receiving Party"
and the "Counterparty") that is designed to expose the Receiving Party to economic benefits and risks that correspond
substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into
such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the "Notional
Securities"), regardless of whether obligations under such contract are required or permitted to be settled through the delivery
of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short
position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based
index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority
shall not be deemed to be Derivatives Contracts; |
| (v) | "owned beneficially" or "owns beneficially" means, in connection with
the ownership of shares in the capital of the Company by a person: |
| A. | any such shares as to which such person or any of such person's Affiliates or Associates owns at law or
in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the
passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of
any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge
or understanding whether or not in writing, |
| B. | any such shares as to which such person or any of such person's Affiliates or Associates has the right
to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not
on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding
whether or not in writing, |
| C. | any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such
Counterparty's Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same
or any other Derivatives Contract) to which such person or any of such person's Affiliates or Associates is a Receiving Party; provided,
however, that the number of shares that a person owns beneficially pursuant to this clause in connection with a particular Derivatives
Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number
of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract
shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other
Counterparty (or any of such other Counterparty's Affiliates or Associates) under any Derivatives Contract to which such first Counterparty
(or any of such first Counterparty's Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties
as appropriate, and |
| D. | any such shares which are owned beneficially within the meaning of this definition by any other person
with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and |
| (vi) | "public announcement" shall mean disclosure in a press release reported by a national
news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis
and Retrieval at www.sedar.com. |
| (i) | Notwithstanding any other provision of this Article 12.11, notice given to the secretary of the Company
pursuant to this Article 12.11 may only be given by personal delivery, facsimile transmission or by email (at such email address
as stipulated from time to time by the secretary of the Company for purposes of this notice), and shall be deemed to have been given and
made only at the time it is served by personal delivery, email (at the address as aforesaid, provided that receipt of confirmation of
such transmission has been received) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has
been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic
communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business
day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. |
| (j) | Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 12.11. |
Part 13
- Proceedings of Directors
| 13.1 | Meetings of directors |
The directors may meet together for
the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals
may be held at the place and at the time that the board may by resolution from time to time determine.
Meetings of directors are to be chaired
by:
| (a) | the chair of the board, if any; |
| (b) | in the absence of the chair of the board, the president, if any, if the president is a director; or |
| (c) | any other director chosen by the directors if: |
| (i) | neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes
after the time set for holding the meeting, |
| (ii) | neither the chair of the board nor the president, if a director, is willing to chair the meeting, or |
| (iii) | the chair of the board and the president, if a director, have advised the secretary, if any, or any other
director, that they will not be present at the meeting. |
Questions arising at any meeting of
directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a
second or casting vote.
| 13.4 | Meetings by telephone or other communications medium |
A director may participate in a meeting
of the directors or of any committee of the directors in person, or by telephone or other communications medium, if all directors participating
in the meeting are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of
the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone
or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree
to such participation. A director who participates in a meeting in a manner contemplated by this Article 13.4 is deemed for all purposes
of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that
manner.
| 13.5 | Who may call extraordinary meetings |
A director may call a meeting of the
board at any time. The secretary, if any, must on request of a director, call a meeting of the board.
| 13.6 | Notice of extraordinary meetings |
Subject to Articles 13.7 and 13.8,
if a meeting of the board is called under Article 13.4, reasonable notice of that meeting, specifying the place, date and time of
that meeting, must be given to each of the directors:
| (a) | by mail addressed to the director's address as it appears on the books of the Company or to any other
address provided to the Company by the director for this purpose; |
| (b) | by leaving it at the director's prescribed address or at any other address provided to the Company by
the director for this purpose; or |
| (c) | orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of
legibly transmitting messages. |
| 13.7 | When notice not required |
It is not necessary to give notice of
a meeting of the directors to a director if:
| (a) | the meeting is to be held immediately following a meeting of shareholders at which that director was elected
or appointed or is the meeting of the directors at which that director is appointed; |
| (b) | the director has filed a waiver under Article 13.9; or |
| (c) | the director attends such meeting. |
| 13.8 | Meeting valid despite failure to give notice |
The accidental omission to give notice
of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at
that meeting.
| 13.9 | Waiver of notice of meetings |
Any director may file with the Company
a notice waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect
to meetings of the directors held after that withdrawal.
After a director files a waiver under
Article 13.9 with respect to future meetings of the directors, and until that waiver is withdrawn, notice of any meeting of the directors
need not be given to that director unless the director otherwise requires in writing to the Company.
The quorum necessary for the transaction
of the business of the directors may be set by the directors and, if not so set, is a majority of the directors.
| 13.12 | If only one director |
If, in accordance with Article 11.1,
the number of directors is one, the quorum necessary for the transaction of the business of the directors is one director, and that director
may constitute a meeting.
Part 14
- Committees of Directors
| 14.1 | Appointment of committees |
The directors may, by resolution:
| (a) | appoint one or more committees consisting of the director or directors that they consider appropriate; |
| (b) | delegate to a committee appointed under paragraph (a) any of the directors' powers, except: |
| (i) | the power to fill vacancies in the board, |
| (ii) | the power to change the membership of, or fill vacancies in, any committee of the board, and |
| (iii) | the power to appoint or remove officers appointed by the board; and |
| (c) | make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution. |
| 14.2 | Obligations of committee |
Any committee formed under Article 14.1,
in the exercise of the powers delegated to it, must:
| (a) | conform to any rules that may from time to time be imposed on it by the directors; and |
| (b) | report every act or thing done in exercise of those powers to the earliest meeting of the directors to
be held after the act or thing has been done. |
The board may, at any time:
| (a) | revoke the authority given to a committee, or override a decision made by a committee, except as to acts
done before such revocation or overriding; |
| (b) | terminate the appointment of, or change the membership of, a committee; and |
| (c) | fill vacancies in a committee. |
Subject to Article 14.2(a):
| (a) | the members of a directors' committee may meet and adjourn as they think proper; |
| (b) | a directors' committee may elect a chair of its meetings but, if no chair of the meeting is elected, or
if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors
present who are members of the committee may choose one of their number to chair the meeting; |
| (c) | a majority of the members of a directors' committee constitutes a quorum of the committee; and |
| (d) | questions arising at any meeting of a directors' committee are determined by a majority of votes of the
members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote. |
Part 15
- Officers
| 15.1 | Appointment of officers |
The board may, from time to time, appoint
a president, secretary or any other officers that it considers necessary or desirable, and none of the individuals appointed as officers
need be a member of the board.
| 15.2 | Functions, duties and powers of officers |
The board may, for each officer:
| (a) | determine the functions and duties the officer is to perform; |
| (b) | entrust to and confer on the officer any of the powers exercisable by the directors on such terms and
conditions and with such restrictions as the directors think fit; and |
| (c) | from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers of the
officer. |
All appointments of officers are to
be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise)
that the board thinks fit and are subject to termination at the pleasure of the board.
Part 16
- Certain Permitted Activities of Directors
| 16.1 | Other office of director |
A director may hold any office or place
of profit with the Company (other than the office of auditor of the Company) in addition to his or her office of director for the period
and on the terms (as to remuneration or otherwise) that the directors may determine.
No director or intended director is
disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit
the director holds with the Company or as vendor, purchaser or otherwise.
| 16.3 | Professional services by director or officer |
Subject to compliance with the provisions
of the Business Corporations Act, a director or officer of the Company, or any corporation or firm in which that individual has
an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such
corporation or firm is entitled to remuneration for professional services as if that individual were not a director or officer.
| 16.4 | Remuneration and benefits received from certain entities |
A director or officer may be or become
a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company
may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Business Corporations Act,
the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer
or employee of, or from his or her interest in, such other corporation, firm or entity.
Part 17
- Indemnification
| 17.1 | Indemnification of directors |
The directors must cause the Company
to indemnify its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest
extent permitted by Division 5 of Part 5 of the Business Corporations Act.
Each director is deemed to have contracted
with the Company on the terms of the indemnity referred to in Article 17.1.
Part 18
- Auditor
| 18.1 | Remuneration of an auditor |
The directors may set the remuneration
of the auditor of the Company.
| 18.2 | Waiver of appointment of an auditor |
The Company shall not be required to
appoint an auditor if all of the shareholders of the Company, whether or not their shares otherwise carry the right to vote, resolve by
a unanimous resolution to waive the appointment of an auditor. Such waiver may be given before, on or after the date on which an auditor
is required to be appointed under the Business Corporations Act, and is effective for one financial year only.
Part 19
- Dividends
| 19.1 | Declaration of dividends |
Subject to the rights, if any, of shareholders
holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of any dividends
the directors consider appropriate.
The directors need not give notice to
any shareholder of any declaration under Article 19.1.
| 19.3 | Directors may determine when dividend payable |
Any dividend declared by the directors
may be made payable on such date as is fixed by the directors.
| 19.4 | Dividends to be paid in accordance with number of shares |
Subject to the rights of shareholders,
if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared
and paid according to the number of such shares held.
| 19.5 | Manner of paying dividend |
A resolution declaring a dividend may
direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds,
debentures or other debt obligations of the Company, or in any one or more of those ways, and, if any difficulty arises in regard to the
distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution
of specific assets.
| 19.6 | Dividend bears no interest |
No dividend bears interest against the
Company.
If a dividend to which a shareholder
is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making
payment of the dividend and that payment represents full payment of the dividend.
Any dividend or other distribution payable
in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed:
| (a) | subject to paragraphs (b) and (c), to the address of the shareholder; |
| (b) | subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder whose
name stands first on the central securities register in respect of the shares; or |
| (c) | to the person and to the address as the shareholder or joint shareholders may direct in writing. |
| 19.9 | Receipt by joint shareholders |
If several persons are joint shareholders
of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
Part 20
- Accounting Records
| 20.1 | Recording of financial affairs |
The board must cause adequate accounting
records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business
Corporations Act.
Part 21
- Execution of Instruments
The Company's seal, if any, must not
be impressed on any record except when that impression is attested by the signature or signatures of:
| (b) | any officer, together with any director; |
| (c) | if the Company has only one director, that director; or |
| (d) | any one or more directors or officers or persons as may be determined by resolution of the directors. |
For the purpose of certifying under
seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 21.1, may be attested
by the signature of any director or officer.
| 21.3 | Execution of documents not under seal |
Any instrument, document or agreement
for which the seal need not be affixed may be executed for and on behalf of and in the name of the Company by any one director or officer
of the Company, or by any other person appointed by the directors for such purpose.
Part 22
- Notices
| 22.1 | Method of giving notice |
Unless the Business Corporations
Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business
Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:
| (a) | mail addressed to the person at the applicable address for that person as follows: |
| (i) | for a record mailed to a shareholder, the shareholder's registered address, |
| (ii) | for a record mailed to a director or officer, the prescribed address for mailing shown for the director
or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records
of that class, or |
| (iii) | in any other case, the mailing address of the intended recipient; |
| (b) | delivery at the applicable address for that person as follows, addressed to the person: |
| (i) | for a record delivered to a shareholder, the shareholder's registered address, |
| (ii) | for a record delivered to a director or officer, the prescribed address for delivery shown for the director
or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records
of that class, |
| (iii) | in any other case, the delivery address of the intended recipient; |
| (c) | sending the record by fax to the fax number provided by the intended recipient for the sending of that
record or records of that class; |
| (d) | sending the record by email to the email address provided by the intended recipient for the sending of
that record or records of that class; |
| (e) | physical delivery to the intended recipient; or |
| (f) | such other manner of delivery as is permitted by applicable legislation governing electronic delivery. |
| 22.2 | Deemed receipt of mailing |
A record that is mailed to a person
by ordinary mail to the applicable address for that person referred to in Article 22.1 is deemed to be received by the person to
whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.
| 22.3 | Certificate of sending |
A certificate signed by the secretary,
if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement,
report or other record was addressed as required by Article 22.1, prepaid and mailed or otherwise sent as permitted by Article 22.1
is conclusive evidence of that fact.
| 22.4 | Notice to joint shareholders |
A notice, statement, report or other
record may be provided by the Company to the joint registered shareholders of a share by providing the notice to the joint registered
shareholder first named in the central securities register in respect of the share.
A notice, statement, report or other
record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder
by:
| (a) | mailing the record, addressed to them: |
| (i) | by name, by the title of the legal personal representative of the deceased or incapacitated shareholder,
by the title of trustee of the bankrupt shareholder or by any similar description, and |
| (ii) | at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled;
or |
| (b) | if an address referred to in Article 22.5(a)(ii) has not been supplied to the Company, by giving
the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. |
Part 23
- Restriction on Share Transfer
Article 23.2 does not apply to
the Company if and for so long as it is a public company.
| 23.2 | Consent required for transfer |
No shares may be sold, transferred or
otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent
to any such sale, transfer or other disposition.
Part 24
- Transfer of Powers from Directors to Shareholders
| (a) | The Company may transfer, in one or more written agreements made among all the shareholders of the Company
(each, a "Transfer Agreement") and as contemplated by Section 137 of the Business Corporations Act, all or
some of the powers of the directors to manage or supervise the management of the business and affairs of the Company to the person(s) and
to the extent specified in each Transfer Agreement. |
| (b) | Subject to the provisions of the Business Corporations Act and with reference to Article 24.1(a),
in the event of any conflict between the provisions of these Articles and the provisions of any Transfer Agreement then in effect, the
provisions of such Transfer Agreement shall govern. |
Part 25
- Special Rights and Restrictions
| 25.1 | Preferred shares issuable in series |
The Preferred shares may include one
or more series and, subject to the Business Corporations Act, the directors may, by resolution, if none of the shares of that particular
series are issued, alter the Articles of the Company and authorize the alteration of the Notice of Articles of the Company, as the case
may be, to do one or more of the following:
| (a) | determine the maximum number of shares of that series that the Company is authorized to issue, determine
that there is no such maximum number, or alter any such determination; |
| (b) | create an identifying name for the shares of that series, or alter any such identifying name; and |
| (c) | attach special rights or restrictions to the shares of that series, or alter any such special rights or
restrictions. |
v3.23.3
Cover
|
Nov. 17, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 17, 2023
|
| Current Fiscal Year End Date |
--12-31
|
| Entity File Number |
001-38612
|
| Entity Registrant Name |
ELECTRAMECCANICA
VEHICLES CORP.
|
| Entity Central Index Key |
0001637736
|
| Entity Tax Identification Number |
98-1485035
|
| Entity Incorporation, State or Country Code |
A1
|
| Entity Address, Address Line One |
6060
Silver Drive
|
| Entity Address, Address Line Two |
Third
Floor
|
| Entity Address, City or Town |
Burnaby
|
| Entity Address, State or Province |
BC
|
| Entity Address, Country |
CA
|
| Entity Address, Postal Zip Code |
V5H 0H5
|
| City Area Code |
604
|
| Local Phone Number |
428-7656
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common
Shares, no par value
|
| Trading Symbol |
SOLO
|
| Security Exchange Name |
NASDAQ
|
| Entity Emerging Growth Company |
false
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