Article 7—Powers of Directors

7.01

The Directors of the Corporation may:

 

7.01.01

administer the affairs of the Corporation in all things;

 

7.01.02

make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into; and

 

7.01.03

save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Corporation, by its Letters Patent or otherwise, is authorized to exercise and do.

7.02

The Directors shall have power to:

 

7.02.01

authorize expenditures on behalf of the Corporation from time to time;

 

7.02.02

delegate by resolution to an Officer or Officers of the Corporation the right to employ and pay salaries to employees; and

 

7.02.03

enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the funds of the Corporation and any interest thereon may be made available for the benefit of promoting the interests of the Corporation in accordance with such terms as the Board may prescribe.

7.03

From time to time and by way of a unanimous resolution, the Board of Directors may:

 

7.03.01

borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions and at such times, in such sums, to such an extent and in such manner as the Board in its discretion may deem expedient;

 

7.03.02

limit or increase the amount to be borrowed;

 

7.03.03

issue or cause to be issued bonds, debentures or other securities of the Corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board; and

 

7.03.04

secure any such bond, debenture or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal property of the Corporation, whether movable or immovable, including the undertakings and rights of the Corporation.

7.04

The Board shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

7.05

The Board may appoint such agents and engage such employees as it may deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

7.06

In cases of special need the Board may propose a levy on Members. Such proposal must be approved by a majority of Members at an Annual General Meeting or Special Meeting and notice of such proposal must comply with the provisions of Article 5.07.

7.07

Remuneration for all agents and employees shall be fixed by the Board by resolution. Such resolution shall have force and effect only until the next meeting of Members when such resolution shall be confirmed by resolution of the Members; in the absence of such confirmation the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such Meeting