2.1 Composition of the Board of Directors
| (1) | The Board of Directors of the Company comprises the number of directors, and alternate directors shown on the cover sheet, each of whom— |
| (a) | is to be appointed in the manner set out on the cover sheet; and |
| (b) | serves for an indefinite term until substituted by the person or entity that appointed the director. |
| (2) | In addition to the appointed directors— |
| – | there are no ex officio directors of the company, as contemplated in section 66 (4). |
| – | there are _____ ex officio directors of the company, as contemplated in section 66 (4), to be designated in the manner specified in Part A of Schedule 2. |
| (3) | In addition to satisfying the qualification and eligibility requirements set out in section 69, to become or remain a director of the Company, a person— |
| – | need not satisfy any further eligibility requirements or qualifications. |
| – | must satisfy the additional eligibility requirements and qualifications set out in Part B of Schedule 2. |
2.2 Authority of the Board of Directors
The authority of the Company’s Board of Directors to manage and direct the business and affairs of the Company, as set out in section 66 (1)—
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part C of Schedule 2. |
2.2 Board of Directors meetings
| (1) | The authority of the Company's Board of Directors to manage and direct the business and affairs of the Company, as set out in section 74— |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part D of Schedule 2. |
(2) The right of the Company's Directors to requisition a meeting of the Board, as set out in section 73 (1), may be exercised by—
| ––– | at least 25% of the directors, as provided in that section. |
| ––– | at least of the directors, despite the provisions of that section. |
| (3) | The authority of the Company's Board of Directors to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 73 (3);— |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited or restricted to the extent set out in Part E of Schedule 2. |
(4) The authority of the Company's Board of Directors to determine the manner and form of providing notice of its meetings, as set out in section 73 (4)—
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited or restricted to the extent set out in Part E of Schedule 2. |
(5) The authority of the Company's Board of Directors to proceed with a meeting despite a failure or defect in giving notice of the meeting, as set out in section 73 (5)—
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited or restricted to the extent set out in Part E of Schedule 2. |
(6) The quorum requirement for a directors meeting to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting, are—
| ––– | as set out in section 73 (5). |
| ––– | as set out in section 73 (5), subject to the variations set out in Part E of Schedule 2. |
| 2.3 | Indemnification of Directors |
| (1) | The authority of the Company's Board of Directors to advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78 (3)— |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited, restricted or extended to the extent set out in Part F of Schedule 2. |
| (2) | The authority of the Company's Board of Directors to indemnify a director in respect of liability, as set out in section 78 (5)— |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited, restricted or extended to the extent set out in Part F of Schedule 2. |
| (3) | The authority of the Company's Board of Directors to purchase insurance to protect the Company, or a director, as set out in section 78 (6)— |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited, restricted or extended to the extent set out in Part F of Schedule 2. |
| 2.4 | Officers and Committees |
| (1) | The Board of Directors may appoint any officers it considers necessary to better achieve the objects of the Company. |
| (2) | The authority of the Company's Board of Directors to appoint committees of directors, and to delegate to any such committee any of the authority of the Board as set out in section 72 (1), or to include in any such committee persons who are not directors, as set out in section 73 (2)(a)— |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited, restricted or extended to the extent set out in Part G of Schedule 2. |
| (3) | The authority of a committee appointed by the Company's Board, as set out in section 72 (2)(b) and (c) |
| ––– | is not limited or restricted by this Memorandum of incorporation. |
| ––– | is limited, restricted or extended to the extent set out in Part G of Schedule 2. |
