An Ordinance to provide for the establishment of business corporations in the Dominion of Melchizedek and to provide for matters incidental or consequential thereto.

Commencement.

Be It Enacted by the House of Elders by and with the advice and consent of the President, and by the authority of the same as follows:

Part I.

General Provisions

Short Title

1. This ordinance shall be known as the "Dominion of Melchizedek Business Corporation Ordinance of 1991".

Definitions

2. In this Ordinance, unless the context otherwise requires, the term:

"Articles of Incorporation" includes (i) the original articles of incorporation or any other instrument filed or issued under any law to form a domestic or foreign corporation, amended, supplemented, corrected or restated by articles of amendment, merger or consolidation, or other instruments filed or issued under any law; or (ii) a special law or charter creating a domestic or foreign corporation, as amended, supplemented or restated.

• "Board" means the Board of Directors.
• "Corporation" or "Domestic Corporation" means a corporation for profit formed under this ordinance, or

existing on its effective date and theretofore formed under any other ordinance of the Dominion of Melchizedek Congress.

• "High Court" means the High Court having jurisdiction in the Dominion of Melchizedek.
• "Insolvent" means being unable to pay debts as they become due in the usual course of the debtor's

business.

"Minister of Finance" means the Minister for the time being charged with the responsibility of finance in the Dominion of Melchizedek Administration.

• "Registrar of Companies" means the person who is appointed under the provisions of the Companies Act.
• "Treasury Shares" means shares which have been issued, have been subsequently acquired, and are retained

uncanceled by the corporation.

Application of the Ordinance.

3. (1) Any corporation or company created prior to the effective date of this ordinance may at any time subject itself to the provisions of this Ordinance by amending its articles of incorporation in accordance with the manner prescribed by Part IX. Any corporation formed or subject to this Ordinance which does business in the Dominion of Melchizedek, shall be subject to and comply with all requirements of the Companies Act in the same manner as a company formed thereunder.

(2) A corporation to which the Banking Law or Insurance Law is applicable shall also be subject to this Ordinance, but the Banking law or Insurance Law, as the case may be shall prevail over any conflicting provisions of this Ordinance.

Form of Instruments; Filing

4. (1) Whenever any provision of this Ordinance requires any instrument to be filed with the Registrar of Companies, such instrument shall comply with the provisions of this Part unless otherwise expressly provided by law.

(2) Every instrument referenced herein, filed or required to be filed, shall be in the English language, except that the corporate name may be in another language if written in English letters or characters.

(3) All instruments shall be signed by all directors; or, by the president, vice president or managing director, and by the secretary or an assistant secretary.

(4) Whenever any provision of this Ordinance requires an instrument to be acknowledged, such requirement means in the case of execution of an instrument within the Dominion of Melchizedek.

(i) The person signing the instrument shall acknowledge that it is his act and deed or that it is the act and deed of the corporation, as the case may be; and, (ii) The instrument shall be acknowledged before a notary public, commissioner for oaths or other person authorized to take acknowledgments, who shall attest that he knows the person who executed the instrument.

(5) In the case of the execution of an instrument outside of the Dominion of Melchizedek, an acknowledgment shall mean:

(i) The person signing the instrument shall acknowledge that it is his act and deed or that it is the act and deed of the corporation, as the case may be; and,

(ii) The instrument shall be acknowledged before a notary public or any other person authorized to take acknowledgments according to the laws of the place of execution, or a consul or vice-consul of the Dominion of Melchizedek, or other governmental official of the Dominion of Melchizedek, authorized to take acknowledgments or, in their absence, a consular official of another government having diplomatic relations with the Dominion of Melchizedek, and such notary, person, consul or vice-consul shall attest that he knows the person making the acknowledgment to be the person who executed the instrument; and,

(iii) When the acknowledgment shall be taken by a notary public or any other person authorized to take acknowledgments, except a governmental official of the Dominion of Melchizedek, or foreign consular official, the signature of such person who has authority shall be attested to by a consul or vice-consul of the Dominion of Melchizedek or, in his absence, by a consular of another government having diplomatic relations with the DOM, or a government official of the place of execution who is authorized to make such attestation, or apostille according to the convention de la Hage de 5, October 1961.

(6) Whenever any provision of this Ordinance requires any instrument to be filed with the Registrar of Companies, such requirement means that:

(i) An appropriate receipt evidencing payment of all appropriate fees shall be delivered to the office of the Registrar of Companies and, within ten days of the date of the receipt, the original instrument together with a duplicate instrument, both signed and acknowledged;

(ii) Upon delivery of the original signed and acknowledged instrument with the required receipt and an exact signed and acknowledged copy, the Registrar of Companies shall certify that the instrument has been filed in his office by endorsing the word "filed" and the date of the required receipt upon the original instrument. Said date shall be the filing date;

(iii) the Registrar of Companies shall compare the duplicate signed and acknowledged copy with the original signed and acknowledged copy with the original signed and acknowledged instrument, and if he finds that the text is identical, shall affix on the duplicate copy the same endorsement of filing as he affixed on the original. The said original, as endorsed, shall be returned to the corporation. The endorsement constitutes the certificate of the Registrar of Companies that the document is a true copy of the instrument filed in his office and that it was filed as of the date stated in the endorsement; and,

(iv) Any instrument filed in accordance with subsection (ii) shall be effective as of the filing date stated thereon.

(7) Any instrument relating to a domestic or foreign corporation filed with the Registrar of Companies under this Ordinance may be corrected with respect to any error apparent on the face or defect in the execution thereof by filing with the registrar of companies a certificate of correction, executed and acknowledged in the manner required for the original instrument. The certificate of correction shall specify the error or defect to be corrected and shall set forth the portion of the instrument in correct form. The corrected instrument when filed shall be effective as of the date the original instrument was filed.

Certificates or Certified Copies as Evidence

5. All certificates issued by the Registrar of Companies in accordance with the provisions of this Ordinance and all copies of documents filed in his office in accordance with the provisions of this Ordinance shall, when certified by him, be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated and of the execution of such instruments.

Fees on Filing Articles of Incorporation and Other Documents

6. (1) The Minister of Finance is hereby empowered to promulgate and shall so promulgate a schedule of fees for the filing and issuance of documents under this Ordinance. Fees payable in respect of this Ordinance shall be payable in United States Dollars or upon the authorization of the Minister of Finance, in a currency other than that of the Nation of the Dominion of Melchizedek.

(2) On filing with the registrar of Companies an amendment of articles of incorporation increasing the authorized number of shares or articles of merger or consolidation of two or more domestic corporations, a fee shall be computed and paid in accordance with the schedule promulgated pursuant to section (1) on the basis of the number of shares provided for in the articles of amendment or articles of merger or consolidation, except that all fees paid by the corporation with respect to the shares authorized prior to such amendment or merger or consolidation shall be deducted from the amount to paid.

(3) On filing with the Registrar of Companies an amendment of articles of incorporation other than an amendment increasing the authorized number of shares, or articles of dissolution, or articles of merger or consolidation into a foreign corporation or any other document for which a certificate is issued under this Ordinance, a fee shall be paid in accordance with the schedule promulgated pursuant to section (1)

(4) Fees for certifying copies of documents and for filing, recording or indexing papers shall be fixed by the Minister of Finance.

Annual Registration Fee

7. Every corporation shall pay to the Minister of Finance an annual fee as prescribed in the schedule required to be promulgated by the Minister of Finance under this Ordinance.

Waiver of Notice

8. Whenever any notice is required to be given to any shareholder or director or bondholder of a corporation or to any other person under the provisions of this Ordinance or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to be equivalent to the giving of such notice.

Notice to Shareholders of Bearer Shares

9. Any notice or information required to be given to shareholders of bearer shares shall be provided in the manner designated in the corporation's articles of incorporation or bylaws or, if the notice can no longer be provided as stated therein, the notice shall be published in a publication of general circulation in the Dominion of Melchizedek, or in a place where the corporation has a place of business. Any notice requiring a shareholder to take action in order to secure a right or privilege shall be published or given in time to allow a reasonable opportunity for such action to be taken.

Construction

10. In construing this Ordinance, or any part hereof, the Courts or any other person shall refer to the common law or to the construction of the same or similar acts in other jurisdictions.

Part II.

Corporate Purposes and Powers

Purposes

11. Corporations may be organized under this Ordinance for any lawful business purpose or purposes.

General Powers

12. Subject to any limitations provided in this Ordinance or any other law of Dominion of Melchizedek or its articles of incorporation, every corporation shall have power in furtherance of its corporate purposes irrespective of corporate benefit and whether or not enumerated in its articles:

(1) To have perpetual succession.

(2) To sue and be sued in all courts of competent jurisdiction.

(3) To have a corporate seal, and to alter such seal at pleasure, and to use it by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

(4) To purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease or otherwise acquire, own, hold improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

(5) To sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security interest in, all or any of its real or personal property, or any interest therein.

(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, and pledge, bonds and other obligations, shares or other securities or interest issued by others, whether engaged in similar or different business, governmental, or other activities.

(7) To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated, in any currency.

(8) To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested, in any currency.

(9) To do business, carry on its operations, and have offices and exercise the powers granted by this Part in any jurisdiction within or without the Dominion of Melchizedek.

(10) To elect or appoint officers, managing directors, employees, and other agents of the corporation, define their duties, fix their compensation, and the compensation of directors and to indemnify corporate personnel.

(11) To adopt, amend or repeal bylaws relating to the business of the corporation the conduct of its affairs, its rights or powers of the rights of powers of its shareholders, directors or officers.

(12) To make donations for the public welfare or for charitable, educational, scientific, civic, or similar purposes.

(13) To pay pensions and establish pension plans, pension trust, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers, and employees.

(14) To purchase, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares.

(15) To be a promoter, incorporator, partner, member, associate, or manager of any partnership, corporation, joint venture, trust or other enterprise.

(16) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed.

(17) To be recognized and to be domiciled or domesticated within or without the Dominion of Melchizedek, and to change the situs of said domicile or domestication from time to time.

Guarantee Authorized by Shareholders

13. A guarantee may be given by a corporation not in furtherance of its corporate purposes when authorized at a meeting of shareholder by vote of the holders of a majority of all outstanding shares entitled to vote thereon. If authorized by a like vote, such guarantee may be secured by a mortgage or pledge of, or the creation of a security interest in, all or any part of the corporate property, or any interest therein, wherever situated.

Defense of Ultra Vires

14. No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such transfer, but such lack of capacity or power may be asserted.

(i) In an action by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of such contract; provided that anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;

(ii) In an action by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a derivative suit against the incumbent or former officers or directors of the corporation for loss or damage due to their unauthorized act: and,

(iii) In a proceeding by the High Court to dissolve the corporation, or to enjoin it from the doing of unauthorized business.

Effect of Incorporation; Corporation as Proper Party to Action

15. A corporation shall be a legal entity considered in law a fictional person with separate rights and liabilities, distinct from its shareholder or members. The corporation shall be proper plaintiff in a suit to assert a legal right of the corporation and a proper defendant in a suit to assert a legal right against the corporation; and the naming of a shareholder, member, director, officer or employee of the corporation as a party to a suit in the Dominion of Melchizedek, or elsewhere to represent the corporation is subject to a motion to dismiss if such party is the sole party to sue or defend, or subject to a motion for misjoinder if such party is joined with another party who is a proper party and has been jointed only to represent the corporation.

Liability of Directors, Officers, and Shareholders

16. Unless otherwise provided by law, the directors, officers, employees and shareholders of a corporation shall not be liable for corporate debts and obligations.

Part III.

Service of Process; Registered Agent

Registered Agent for Service of Process

17. (1) Every corporation subject to this Ordinance shall designate a registered agent incorporated under the laws of the Dominion of Melchizedek, upon whom process against such corporation or any notice or demand required or permitted by law to be served may be served; such registered agent shall be a corporation having a paid-in capital of at least $500,000 USD, and which is licensed by the Government of the Dominion of Melchizedek, to act as registered agent for such corporation. A Corporation which fails to maintain a registered agent shall be dissolved or its authority to do business or registration shall be revoked, as the case may be in accordance with section 99 of Part XI.

(2) Service of process on a registered agent may be made by registered mail addressed to the registered agent or in any other manner provided by law for the service of summons as if the registered agent were a defendant.

(3) Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Registrar of Companies, who shall cause a copy thereof to be sent by registered mail to the corporation at the address of the office of the corporation or, if none, at the last known address of a person at whose request the corporation was formed. No designation of a new registered agent shall be accepted for filing unless all charges owing to former agent shall have been paid.

(4) A designation of a registered agent under this section may be made, revoked, or changed by filing an appropriate notification with the registrar of Companies.

(5) The designation of a registered agent shall terminate upon the expiration of thirty days written notice of resignation directed to the corporation and the filing of a copy of said notice of resignation with the Registrar of Companies; or sooner if a successor agent is designated.

(6) A registered agent, when served with process, notice or demand for the corporation which he represents, shall transmit the same to the corporation by personal notification or in the following manner: Upon receipt of the process, notice or demand, the registered agent shall cause a copy of such paper to be mailed to the corporation named therein at its last known address. Such mailing shall be by registered/certified mail. As soon thereafter as possible if process was issued in the Dominion of Melchizedek, the registered agent may file with the clerk of the court issuing the process either the receipt of such registered mailing or an affidavit stating that such mailing has been made, signed by the registered agent, or if the agent is a corporation, by an officer of the same, properly notarized. Compliance with the provisions of this section shall relieve the registered agent from any further obligation to the corporation for service of the process, notice or demand, but the agent's failure to comply with the provisions of this section shall in no way affect the validity of the service of the process, notice or demand.

Minister of Finance or His Appointee as Agent for Service of Process

18. (1) Wherever a corporation subject to this Ordinance fails to maintain an authorized agent in the Dominion of Melchizedek, or whenever said registered agent cannot with reasonable diligence be found at his business address, then the Minister of Finance or his appointee shall be an agent of such corporation upon whom any process or notice or demand required or permitted by law to be served may be served.

(2) Service on the Minister of Finance or his appointee as agent of a corporation shall be made by personally delivering to and leaving with him or his deputy or with any person authorized by the Minister of Finance to receive such service, at the office of the Minister of Finance, duplicate copies of such process together with the statutory fee. The Minister of Finance or his appointee shall promptly send one of such copies by registered/certified mail, return receipt requested, to such corporation at the business address of its registered agent, or if there is no such office, then the Minister of Finance or his appointee shall mail such copy in care of any director named in the articles of incorporation at his address stated therein or at the address of the corporation without the Dominion of Melchizedek, or if none, at the last known address of a person at whose request the corporation was formed or in any other manner permitted by law.

Records and Certificates of Minister of Finance

19. The Minister of Finance shall keep a record of each process served upon the Minister of Finance or his appointee under this Part, including the date of service. It shall, upon request made within five years of such service, issue a certificate under its seal certifying as to the receipt of the process by an authorized person, the date and place of such service and the receipt of the statutory fee.

Limitation on Effect of Part

20. Nothing contained in this Part shall affect the validity of service of process on a corporation effected in any other manner permitted by law.

Part IV

Formation of Corporations; Corporate Names

Incorporators

21. Any person, partnership, association or corporation, singly, or jointly with others, and without regard to his or their residence, domicile, or jurisdiction of incorporation, may incorporate or organize a corporation under this Ordinance.

Corporate Name

22. (1) Except as otherwise provided in subsection (2) of this section, the name of a corporation:

(i) Shall contain the word "Corporation", "Incorporation", "Company", or "Limited", or other words or an abbreviation of one of such or other words as will clearly indicate that it is a corporation as distinguished from a natural person or partnership; and,

(ii) Shall not be the same as the name of a corporation of any type or kind, as such name appears on the index of names of existing corporations or companies or on the reserved name list maintained by the Registrar of Companies or a name so similar to any such name as to tend to confuse or deceive.

(2) The provisions of subsection (1) of this section shall not:

(i) Require any corporation, existing or authorized to do business on the effective date of this ordinance, to add to, modify or otherwise change its corporate name; and,

(ii) Prevent a corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations, or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all the assets of another domestic corporation, including its name, from having the same name as any of such corporations if at the time such other corporation was existing under the laws of the Dominion of Melchizedek or was authorized to do business in the Dominion of Melchizedek.

Index of Names of Corporations

23. The Registrar of Companies shall keep an alphabetical index of all reserved names and those of all corporations subject to his Ordinance together with those other names required to be kept by the Registrar of Companies by law.

Reservation of Name

24. (1) Any person, natural or corporate, or any agent thereof may reserve a name with the registrar of companies provided said reservation is made in accordance with this Part and is made in good faith for subsequent use in formation of a corporation under this Ordinance or for use in changing the name of a corporation already subject to this Ordinance. A name may be reserved under Parts XII or XIII by a non- Dominion of Melchizedek corporation which has filed for a transfer of domicile thereunder. Such name reservation shall not be subject to the time limitation and fee requirements of section 24.(4) of this chapter.

(2) An application to reserve a name shall be delivered to the Registrar of Companies together with the required fee. Said application shall set forth:

(i) the name to be reserved;

(ii) the name and address of the applicant;

(iii) a statement of the reasons for the application in accordance with section (1) above; and,

(iv) the name in which the Certificate of Name Reservation is to be issued.

(3) Provided the name to be reserved is available for use, the Registrar of Companies shall enter the name upon the reserved name list and issue a Certificate of Name Reservation in the name of the applicant or in the name designated by the applicant. The Certificate of Name Reservation shall set forth:

(i) the information contained in the application therefor; and, (ii) the date the name was entered upon the reserved name list; which date shall be the date of reservation.

(4) Beginning upon the date of reservation, the name reserved will be maintained upon the reserved name list by the Registrar of Companies and shall not be used except by the person, natural or corporate, in whose name the Certificate of Name Reservation has been issued. Said reservation shall terminate upon the expiration of one hundred twenty days next following the date of reservation unless sooner renewed. Upon payment of the required fees, the reservation shall be renewed with the Registrar of Companies for no more than two like periods. An appropriate receipt for the required fees shall be taken along with the Certificate of Name Reservation to be proof of the extension of the reservation.

(5) The Certificate of Name Reservation and any renewals thereof shall be evidenced to the Registrar of Companies at the time the name reserved is utilized by the person, natural or corporate, in whose name said Certificate of Name Reservation has been issued.

Contents of Articles of Incorporation

25. The articles of incorporation shall set forth, at minimum, the following:

(1) Name of Corporation (2) Purpose of Corporation (3) Duration of Corporation (4) Capital Structure (5) Statement that the corporation is formed under this ordinance. (6) Name/Number of the initial directors including the minimum and maximum number thereof. (7) Name/Number of the initial shareholders including any limitation thereof (8) Address of Corporation's Registered Office or Agent (9) Name/Address of Incorporator/s

Powers and Rights of Bondholders

26. The articles of incorporation may confer upon the holders of any bonds, debentures, or other obligations issued or to be issued by the corporation, whether secured by mortgage or otherwise or unsecured, any one or more of the following powers and rights:

(i) The power to vote on the election of directors, or other matters specified in the articles; (ii) The right of inspection of books of account, minutes, and other corporate records; (iii) Any other rights to information concerning the financial condition of the corporation which its shareholders have or may have.

Execution and Filing of Articles of Incorporation

27. Articles of Incorporation shall be signed and acknowledged by each incorporator and filed with the Registrar of Companies in conformity with the provisions of Part I of this Ordinance.

Effect of Filing Articles of Incorporation

28. The corporate existence shall, upon filing the articles of incorporation, be effective as of the filing date stated thereon. The endorsement by the Registrar of Companies, as required by Section 4 of Part I, shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Ordinance.

Organizational Meeting

29. (1) Within a reasonable time after the filing of the articles of incorporation, an organization meeting shall be held either within or without the Dominion of Melchizedek. The said organization meeting shall be held, in person or by proxy, by the initial directors named in the articles of incorporation or by the incorporator or incorporators or their transferees pursuant to subsection (2) hereof. The purpose of the meeting shall be to adopt bylaws, transact such business as may come before the meeting , do such acts to perfect the organization of the corporation as are deemed appropriate and, if the initial directors are not named in the articles of incorporation, elect directors to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify.

(2) If the articles of incorporation state that the incorporators have subscribed for stock, such subscriptions may be transferred prior to the organization meeting of directors and such transferees may hold the organization meeting of incorporators.

(3) Any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator, transferee, or director signs an instrument setting forth the action so taken.

Bylaws

30. (1) Every corporation formed under this Ordinance shall have bylaws.

(2) The initial bylaws of a corporation may be adopted by its board of directors. Except as otherwise provided in the articles of incorporation, bylaws may be amended, repealed or adopted by vote of the shareholders. If so provided in the articles of incorporation or a bylaw adopted by the shareholders, bylaws may also be amended, repealed or adopted by the board of directors may be amended or repealed by shareholders entitled to vote thereon.

(3) The bylaws shall contain appropriate procedural provisions respecting the rights and obligations of bearer shareholders as set forth in section 25 of this Part IV in the event the articles of incorporation do not contain such provisions.

(4) The bylaws may contain any provision relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its shareholders, directors or officers, not inconsistent with this Ordinance or any other Law of the Dominion of Melchizedek or the articles of incorporation.

Part V.

Corporate Finance

Classes and Series of Shares

31. (1) Every corporation shall have power to issue the number of shares stated in its articles of incorporation. Such shares may be of one or more classes or one or more series within any class thereof, any or all of which classes may be of shares with par value or shares without par value, and may be registered or bearer shares, with such voting powers, full or limited, or without voting powers and in such series and with such designations, preferences and relative, participating, options or special rights and qualifications, limitations or restrictions thereof as shall be stated in the articles of incorporation or in the resolution providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vesting it by the provisions of the articles of incorporation.

(2) The articles of incorporation or the resolution providing for the issue of shares adopted by the board of directors may provide that shares of any class of shares or of any series of shares within any class thereof shall be convertible into the shares of one or more other classes of shares or series except into shares of a class or series having rights or preferences as to dividends or distribution of assets upon liquidation which are prior or superior in rank to those of the shares being converted.

(3) A corporation may provide in its articles of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation at such price or prices, within such period and under such conditions as are stated in the articles of incorporation or in the resolution providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation.

(4) A corporation may issue fractional shares.

(5) Before any corporation shall issue any shares of any class or of any series of any class of which the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, have not been set forth in the articles of incorporation, but are provided for in a resolution adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation, a statement setting forth a copy of such resolution and the number of shares of the class or series to be issued shall be executed, acknowledged, and filed in accordance with section 4 of Part I of this Ordinance. Upon the filing of such statement, the resolution establishing and designating the class or series and fixing the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.

Restrictions on Transfer of Shares

32. (1) A restriction on the transfer of shares of a corporation may be imposed either by the articles of incorporation or by the bylaws or by an agreement among any number of shareholders or among such shareholders and the corporation. No restriction so imposed shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders of such shares are parties to an agreement or voted in favor of the restriction. Any restriction which absolutely prohibits the transfer of shares shall be null and void.

(2) Restrictions on the transfer of shares include those which:

(i) Obligate the holder of the restricted shares to offer to the corporation or to any other holders of securities of the corporation or to any person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted shares; or

(ii) Obligate the corporation or any holder of shares of the corporation or any other person or any combination of the foregoing, to purchase at a specified price the shares which are the subject of an agreement respecting the purchase and sale of the restricted securities.

(3) Any transfer restriction adopted under this section shall be noted on the face or the back of the stock certificate.

Subscription for Shares

33. (1) A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months from its date unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of such subscription.

(2) A subscription, whether made before or after the formation of a corporation, shall not be enforceable unless in writing and signed by the subscriber.

(3) Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the class or as to all shares of the same series, as the case may be.

(4) In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may prescribe a penalty for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription, or of the amounts paid thereon, shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of thirty days after written demand has been made therefor. If mailed, such written demand shall be deemed to be made when sent by registered mail addressed to the subscriber at his last post office address known to the corporation. In the event of the sale of any shares by reason of any forfeiture, the excess of proceeds realized over the amount due and unpaid on such shares shall be paid to the delinquent subscriber or to his legal representative. If no prospective purchaser offers a cash price sufficient to pay the full balance owned by the delinquent subscriber plus the expenses incidental to such sale, the shares subscribed for shall be cancelled and restored to the status of authorized but unissued shares and all previous payments thereof shall be forfeited to the corporation and transferred to surplus.

(5) Subscriptions for shares of stock are transferable unless otherwise provided in a subscription agreement.

Consideration for Shares

34. (1) Consideration for the issue of shares shall consist of money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. In the absence of fraud in the transaction, the judgment of the board of directors or shareholders, as the case may be as to the value of the consideration received for shares shall be conclusive.

(2) Shares with par value may be issued for such consideration, not less than the par value thereof, as is fixed from time to time by the board.

(3) Shares without par value may be issued for such consideration as is fixed from time to time by the board unless the articles of incorporation reserve to the shareholders the right to fix the consideration. If such right is reserved as to any shares, a vote of the shareholders shall either fix the consideration to be received for the shares or authorize the board to fix such consideration.

(4) Treasury shares may be disposed of by a corporation on such terms and conditions as are fixed from time to time by the board.

(5) That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares.

Payment for Shares

35. (1) Neither obligations of the subscriber for future payments nor future service shall constitute payment or part payment for shares of a corporation.

(2) Certificates for shares may not be issued until the full amount of consideration therefor has been paid.

(3) When the consideration for shares has been paid in full, the subscriber shall be entitled to all rights and privileges of a holder of such shares and to a certificate representing his shares, and such shares shall be deemed fully paid and non-assessable.

Compensation, for Formation, Reorganization, and Financing

36. The reasonable charges and expenses of formation or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without thereby rendering such shares not fully paid or assessable.

Determination of Stated Capital

37. (1) Upon issue by a corporation of shares with a par value not in excess of the authorized shares, the consideration received therefor shall constitute stated capital to the extent of the par value of such shares, and the excess, if any of such consideration shall constitute surplus.

(2) Upon issue by a corporation of shares without par value not in excess of the authorized shares, the entire consideration received therefor shall constitute stated capital unless the board within a period of sixty days after issue allocates to surplus a portion, but not all, of the consideration received for such shares. No such allocation shall be made of any portion of the consideration received for shares without par value having a preference in the assets of the corporation upon involuntary liquidation except all or part of the amount, if any, of such consideration in excess of such preference, nor shall such allocation be made of any portion of the consideration for the issue of shares without par value which is fixed by the shareholders pursuant to a right reserved in the articles of incorporation unless such allocation is authorized by vote of the shareholders.

(3) The stated capital of a corporation may be increased from time to time by resolution of the board of directors transferring all or part of surplus of the corporation to stated capital.

Form and Content of Certificates

38. (1) The shares of a corporation shall be represented by certificates signed by the president, vice president, or managing director and the secretary or an assistant secretary or the treasurer or an assistant treasurer or director of the corporation, and may be sealed with the seal of the corporation, if any, or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employees. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

(2) Shares may be issued either in registered form or in bearer form provided that the articles of incorporation or bylaws prescribe the manner in which any required notice is to be given to shareholders of bearer shares in conformity with section 25 of Part IV. The transfer of bearer shares shall be by delivery of the certificates. The articles of incorporation may provide that on request of a shareholder his bearer shares shall be exchanged for registered shares or his registered shares exchanged for bearer shares.

(3) Each certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board to designate and fix the relative rights, preferences and limitations of other series.

(i) That the corporation is formed under the laws of the Dominion of Melchizedek;

(ii) The name of the person or persons to whom issued if a registered share;

(iii) The number and class of shares, and the designation of the series, if any, which such certificate represents;

(iv) The par value of each share represented by such certificate, or a statement that the shares are without par value; and,

(v) If the share does not entitle the holder to vote that it is nonvoting, or if the right to vote exists only under certain circumstances, that the right to vote is limited.

Dividends in Cash, Stock, and/or Other Property

39. (1) A corporation may declare and pay dividends in cash, stock, or other property on its outstanding shares, except when currently the corporation is insolvent or would thereby become insolvent or when the declaration or payment would be contrary to any restrictions contained in the articles of incorporation. Dividends may be declared and paid out of surplus only; but in case there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year.

(2) A corporation engaged in the exploitation of natural resources, or other wasting assets, including patents, or formed primarily for the liquidation of specific assets may declare and pay dividends regardless of any surplus from the net profits derived from the liquidation or exploitation of such assets without making any deduction for the depletion of such assets resulting from lapse of item, consumption, liquidation or exploitation of such assets if the net assets remaining after such dividends are sufficient to cover the liquidation preferences of shares having such preferences involuntary liquidation.

Share Dividends

40. (1) A corporation may make pro rata distribution of its authorized but unissued shares to holders of any class or series of its outstanding shares subject to the following conditions:

(i) If a distribution of shares having a par value is made, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate par value of such shares; and,

(ii) If a distribution of shares without par value is made, the amount of stated capital to be represented by each such share shall be fixed by the board, unless the articles of incorporation reserved to the shareholders the right to fix the consideration for the issue of such shares; and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate stated capital represented by such shares.

(2) Unrealized appreciation of assets, if any shall not be included in the computation of surplus available for a share dividend.

(3) Upon the payment of a dividend payable in shares, notice shall be given to the shareholders of the amount per share transferred from surplus.

(4) No dividend payable in shares of any class shall be paid unless the share dividend is specifically authorized by the vote of two-thirds of the shares of each class that might be adversely affected by such a share dividend.

(5) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Purchase or Redemption by Corporation of its Own Shares

41. (1) a corporation, subject to any restrictions contained in its articles of incorporation, may purchase its own shares or redeem its redeemable shares out of surplus except when currently the corporation is insolvent or would thereby be made insolvent.

(2) A corporation may purchase its own shares out of stated capital except when currently the corporation is insolvent or would thereby be made insolvent, if the purchase is made for the purpose of:

(i) Eliminating fractions of shares; (ii) Collecting or compromising indebtedness to the corporation; or, (iii) Paying dissenting shareholders entitled to receive payment for their shares under Parts IX or X.

(3) A corporation, subject to any restrictions contained in its articles of incorporation, may redeem or purchase its redeemable shares out of stated capital except when currently the corporation is insolvent or would thereby be made insolvent and except when such redemption or purchase would reduce net assets below the stated capital remaining after giving effect to the cancellation of such redeemable shares.

(4) When its redeemable shares are purchased by a corporation within the period of redeemability, the purchase price thereof share not exceed the applicable redemption price stated in the articles of incorporation. Upon a call for redemption, the amount payable by the corporation for shares having a cumulative preference on dividends may include the stated redemption price plus accrued dividends to the next dividend date of redemption of such shares.

Reacquired Shares

42. (1) Shares that have been issued and have been purchased, redeemed or otherwise reacquired by a corporation shall be canceled if they are reacquired out of stated capital or if they are converted shares, or if the articles of incorporation require that such shares be canceled upon reacquisition.

(2) Any shares reacquired by the corporation and not reacquired to be canceled may be either retained as treasury shares or canceled by the board at the time of reacquisition or at any time thereafter.

(3) Neither the retention of reacquired shares as treasury shares, nor their subsequent distribution to shareholders or disposition for a consideration shall change the stated capital. Treasury shares may be disposed of for such consideration as the directors may fix. When treasury shares are disposed of for a consideration, the surplus shall be increased by the full amount of the consideration received.

(4) When reacquired shares other than converted shares are canceled, the stated capital of the corporation shall be reduced by the amount of stated capital then represented by the shares so canceled. The amount by which stated capital has been reduced by cancellation of reacquired shares during a stated period of time shall be disclosed in the next financial statement covering such period that is furnished by the corporation to all its shareholders, or, if practicable, in the first notice of dividend or share distribution that is furnished to the holders of each class or series of its shares between the end of the period and the next such financial statement, and in any event to all its shareholders within six months of the date of the reduction of capital.

(5) Shares canceled under this section shall be restored to the status of authorized but unissued shares, except that if the articles of incorporation prohibit the reissue of any shares required or permitted to be canceled under this section, the board shall approve and deliver to the Registrar of Companies articles of amendment under Part IX eliminating such shares from the number of authorized shares.

Reduction of Stated Capital by action of the Board.

43. (1) Except as otherwise provided in the articles of incorporation, the board may at any time reduce the stated capital of a corporation by eliminating from stated capital amounts previously transferred by the board from surplus to stated capital and not allocated to any designated class or series of shares, or by eliminating any amount of stated capital represented by issued shares having a par value to the extent that the stated capital exceeds the aggregate par value of such shares, or by reducing the amount of stated capital represented by issued shares without par value. If, however, the consideration for the issue of shares without par value is fixed by the shareholders under this Part V, the board shall not reduce the stated capital represented by such shares except to the extent, if any, that the board was authorized by the shareholders to allocate any portion of such consideration to surplus.

(2) No reduction of stated capital shall be made under this section unless after such reduction the stated capital exceeds the aggregate preferential amounts payable upon involuntary liquidation upon all issued shares having preferential rights in the assets plus the par value of all other issued shares with par value.

(3) When a reduction of stated capital has been effected under this section, the amount of such reduction shall be disclosed in the next financial statement covering the period which such reduction is made that is furnished by the corporation to all its shareholders, or, if practicable, in the first notice of dividend or share distribution that is furnished to the holder of each class or series of its shares between the date of such reduction and the next such financial statement, and in any event to all its shareholders within six months of the date of such reduction.

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