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If, on the coming into force of the Act, a pre-existing extraprovincial company has, as its attorney, a person that is neither an individual nor a company, the extraprovincial company need not comply with section 386 (2) of the Act until the later of(a) the date that is 6 months after the date on which the Act comes into force, and(b) the date by which the extraprovincial company is required to file its annual report under section 380 of the Act. 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,(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 undertaking of the Company., 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.

5.] Despite any restriction imposed under section 352 (4) of the Act on the time or times during which a person may inspect records referred to in section 352 (1) or (2) of the Act, the person who is required under section 351 (2) of the Act to retain and produce those records must permit inspection of those records for a period of at least 2 consecutive hours per day within statutory business hours. 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.

If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.

(1) The financial statements required for a company under Part 6 of the Act must be prepared in accordance with generally accepted accounting principles and must include(a) a balance sheet,(b) a statement of retained earnings,(c) an income statement, and(d) a cash flow statement.(2) Despite subsection (1), the financial statements required for a company under Part 6 of the Act for a financial year need not be prepared in accordance with generally accepted accounting principles if the shareholders of the company, whether or not their shares otherwise carry the right to vote, resolve, by unanimous resolution, to waive those principles for that financial year.(3) The financial statements referred to in subsection (1) or (2) need not be designated by the names set out in subsection (1) (a) to (d).[am. 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 meeting stands adjourned to the same day in the next week at the same time and place.

If there are joint shareholders registered in respect of any share,(a) any one of the joint shareholders 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.

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) be provided, at the meeting, to the chair of the meeting, and(b) if a representative is appointed under this Article,(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.

12.] A record may be certified to be a true copy for the purposes of section 418 (2) of the Act by adding a cover page to the record bearing a statement, signed by the registrar or by a person designated as a signing officer by the registrar, to the effect that the record is a true copy of the record of which it purports to be a copy., the certificate of incorporation, the certificate of conversion, the certificate of amalgamation, the certificate of restoration or the certificate of continuation, as the case may be, that applied to the pre-existing company before the coming into force of the constitutes conclusive evidence that(a) the pre-existing company has been duly incorporated, has been duly converted, has duly resulted from an amalgamation, has been duly restored or has been duly continued, as the case may be, and(b) every requirement of the applicable former , a pre-existing company need not include in its articles under those sections any provision of its memorandum respecting its subscribers, their names, addresses and occupations and the number and types of shares taken by those subscribers. 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.

5.] For the purposes of section 351 (4) (b) of the Act, a dissolved company's records may be retained(a) in an electronic form,(b) in a microfilmed form, or(c) in a bound or looseleaf form.[en. 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;(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.

(1) Subject to subsection (2), unless otherwise allowed or required by the registrar, a record that is to be filed with the registrar must be submitted for filing in paper form.(2) Unless otherwise allowed or required by the registrar, the following records must be submitted for filing with the registrar in an electronic format that is compatible with the technical requirements of the registrar:(a) an incorporation application;(b) a notice of change of address under section 35 or 36 of the Act;(c) an annual report under section 51 or 380 of the Act;(d) a notice of change of directors;(e) a notice of alteration;(e.1) a conversion application under section 267.2 of the Act;(f) an amalgamation application;(g) a continuation application;(h) a post-restoration transition application;(i) a transition application;(j) applications for dissolution under section 316 of the Act;(k) a registration statement referred to in section 376 (1) (c) (i) of the Act;(l) an application for extension under section 422 (5.1) of the Act.[am. 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 by 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.

1.] (1) The number of days prescribed for paragraph (a) (i) of the definition of "exceptional resolution" in section 1 of the Act, paragraph (a) (i) of the definition of "special resolution" in section 1 of the Act and paragraph (a) (i) of the definition of "special separate resolution" in section 1 of the Act and for sections 167 (5) (a), 169 (1), 171 (2) (b), 240 (1), 271 (2), 284 (3) and 289 (1) (a) (ii) and (c) of the Act is,(a) if the company to which the period relates is a public company, 21 days or any longer period specified in the company's articles or memorandum, or(b) if the company to which the period relates is not a public company,(i) the period specified in its articles or memorandum, if that period is at least 10 days, or(ii) if no period of at least 10 days is specified, 21 days.(1.1) A company's articles or memorandum may specify different periods for the different matters referred to in subsection (1).(2) Nothing in subsection (1) of this section prevents the court from directing a different period of notice under section 291 (2) (b) of the Act.[am. (1) For the purposes of sections 22 (4), 26 (1), 28 (1) and (2) and 382 (1) (b) (ii) of the Act, a name or assumed name must not resemble any of the following to such an extent that, in the opinion of the registrar, the name or assumed name is likely to confuse or mislead:(a) the name of a company;(b) the name or assumed name under which an extraprovincial company is registered under the Act;(c) the name of another corporation incorporated, amalgamated, continued or otherwise formed in British Columbia;(d) the name or assumed name under which another corporation is registered(i) under the (1) Subject to subsection (2), in the Act and this regulation, "incorporation number" means, in relation to a company, the unique combination of alphabetic characters and numerals attributed to the company on its recognition under the Act or a former , and includes any amendments to that combination of alphabetic characters and numerals effected by the registrar for the better functioning of the registry.(2) In sections 10 (3) (d) (ii), 21 (1) (b), 51.21 (4) (b), 263 (3) (c), 266 (4) (b) (ii), 275 (2) (b) (i) (C), 302 (2) (b) (ii), 355 (2) (c) (i), 357 (2) (a) and 366 (1) (b) of the Act, "incorporation number" means the numerals that form part of the incorporation number, but does not include the alphabetic character or characters that precede those numerals.(3) Nothing in subsection (1) precludes the incorporation number of a company from being abbreviated by removing either or both of the alphabetic characters and the zeros that precede the first numeral of the incorporation number that is not a zero.[en. Subject to Article 8.14, 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.

For the purposes of sections 13 (3) (c), 263 (5) (a) (iii), 266 (7) (c), 281 (c), 286 (2), 303 (2) (c), 311 (2), 345 (c), 359 (4), 361 (4), 367 (1) (a), 377 (2) (d), 379 (3) (d), 382 (3) (b), 383 (3) (b), 399, 422 (3) and 424 of the Act, a record referred to in those sections must be published by being published on a website maintained by or on behalf of the government. 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.

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