EXHIBIT 4.14
BY-LAWS
(consisting of General and Special By-Laws)
of
SOCIETE D'ALUMINIUM REYNOLDS DU CANADA, LTEE
REYNOLDS ALUMINUM COMPANY OF CANADA, LTD.
(Incorporated under the Laws of the Province of Quebec)
GENERAL BY-LAWS
GENERAL BY-LAW NO. 1
ARTICLE I - Shares
1. Share Certificates. Share certificates shall be issued in numerical
order, be signed by the Chairman of the Board of Directors, the President or a
Vice President who is a director, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, and sealed with the
corporate seal.
2. Transfers of Shares. Transfers of shares shall be made only upon the
register of transfers of the company, and only by the person named in the
certificate or by attorney, lawfully constituted in writing, and only upon
surrender of the certificate therefor. The Board of Directors may by
resolution make reasonable regulations for the transfers of shares.
3. Holders of Record. Registered shareholders only shall be entitled to
be treated by the company as the holders in fact of the shares standing in
their respective names and the company shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Quebec.
4. Lost or Destroyed Certificates. In case of loss or destruction of
any share certificate another may be issued in its place upon satisfactory
proof of such loss or destruction and upon the giving of a satisfactory bond of
indemnity to the company, all as determined either expressly by the Board of
Directors or pursuant to general authority granted by them.
ARTICLE II - Shareholders' Meetings
1. Place of Meetings. Subject to paragraph 2 of this Article II, unless
otherwise prescribed by law or by the articles of the company, meetings of the
shareholders shall be held at such place, within or outside Quebec, as the
Board of Directors may determine.
2. Annual Meeting. So long as the company has not made a distribution
of its securities to the public, the annual meeting of the shareholders of the
company, for the election of directors and for the transaction of such other
business as may properly come before the meeting, may be held within or outside
Quebec at such place as the Board of Directors may from time to time designate.
The annual meeting of the shareholders shall be held on the first Friday after
April 15th of each year, if not a legal holiday, and if a legal holiday, then
on the first business day following, at 10:00 o'clock in the A.M., or on such
other date and at such other time as may be fixed by the Board of Directors.
If the annual meeting of the shareholders be not held as herein prescribed, the
election of directors may be held at any meeting of shareholders thereafter
called pursuant to the By-Laws of the company.
3. Special Meetings. Special meetings of the shareholders may be called
by the Chairman of the Board of Directors, or by the President, or by the Board
of Directors, and shall be called at any time by the Board of Directors or, if
there is not a quorum in office, the director or directors which remain, upon
receipt by the Secretary of the company of a request in writing of shareholders
owning not less than one-tenth of the subscribed shares of the company. Such
request must state the purpose of the meeting.
If such meeting is not called and held within twenty-one days of the date
on which the requisition is delivered to the Secretary of the company, any
group of shareholders, whether signatories to the requisition or not, who hold
in the aggregate not less than one-tenth of the outstanding voting shares of
the company, may themselves call the meeting.
4. Notice of Meetings. Written notice of the place, date and hour of
the annual and of all special meetings of the shareholders and, in the case of
special meetings, of the purpose or purposes for which such special meeting is
called, shall be given in the manner specified in Section 1 of Article VII of
these By-Laws not less than ten (10) nor more than sixty (60) days prior to the
meeting, to each shareholder of record of the company entitled to vote thereat.
Business transacted at all special meetings shall be confined to the purposes
stated in the notice.
The attendance of a shareholder at a meeting constitutes waiver of notice
thereof or of any irregularity in the notice except where he attends for the
express purpose of objecting to the holding of the meeting on the grounds that
the manner of calling it was irregular.
5. Quorum. A quorum at any annual or special meeting of the
shareholders shall consist of shareholders holding a majority of the shares of
the company outstanding and entitled to vote thereat, represented either in
person or by proxy, except as otherwise specifically provided by law, in the
articles of the company or in the By-Laws of the company. Where the company
has only one shareholder or only one holder of any class or series of shares,
the shareholder present in person or by proxy constitutes a quorum.
6. Adjourned Meetings. If a quorum be not present at a properly called
shareholders' meeting, the meeting may be adjourned from time to time by a
majority in interest of those present in person or by proxy and entitled to
vote thereat. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting; otherwise, no notice of
such adjourned meeting need be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. The absence from
any meeting of shareholders holding the number of shares of stock of the
company required by law, the articles of the company or the By-Laws of the
company for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat in person or by proxy shareholders
holding the number of shares of the company required in respect of such other
matter or matters.
7. Voting. Unless otherwise prescribed by law or by the articles of the
company, and subject to the provisions of Article VI, Section 2 of these
By-Laws, each holder of shares of a class which is entitled to vote in any
election or on any other questions at any annual or special meeting of the
shareholders shall be entitled to one vote, in person or by written proxy, for
each share of such class held of record. However, no shareholder in arrears in
respect of any call may vote at a shareholders' meeting. Except where, and to
the extent that, a different percentage of votes and/or a different exercise of
voting power is prescribed by law, the articles of the company or the By-Laws
of the company, all elections and other questions shall be decided by the
holders of a majority in number of the shares of the company present in person
or by proxy and entitled to vote. The votes for directors and the votes upon
any question before the meeting shall be cast by such method as the Chairman of
the Board of Directors prescribes, provided that any shareholder or proxy may
demand a poll in respect of any matter submitted to the vote of the
shareholders. In case of an equality of votes, the chairman of the meeting
shall not have a second or casting vote in addition to the vote or votes to
which he may be entitled as a shareholder.
8. Consents in Writing. Any action which might have been taken by a
vote of the shareholders at a meeting thereof may be taken by them without a
meeting, without prior notice and without a vote, if a resolution in writing
setting forth the action so taken shall be signed by all the holders of
outstanding shares entitled to vote at a shareholders' meeting of the company
on that resolution.
9. Irregularities and Omissions. Any irregularities affecting the
notice of meeting or its expedition, the involuntary omission to give any such
notice or the fact that such a notice has not been received by a shareholder,
shall not affect in any manner the validity of the meeting of shareholders.
Furthermore, the involuntary omission of the general nature of an item of
business which should have been mentioned in the notice of the meeting as being
on the agenda of the meeting does not prevent such item of business from being
considered and voted upon at the meeting, unless a shareholder suffers
prejudice or his interests are injured as a result. A certificate signed by
the Secretary or any other duly authorized officer of the company or any
registrar or transfer agent for shares of the company shall constitute
conclusive evidence of the expedition of a notice of meeting to the
shareholders and the shareholders shall be bound by such certificate.
10. Participation by Telephone. So long as the company has not made a
distribution of its securities to the public, the shareholders may participate
and vote at a shareholders' meeting by any means allowing all the participants
to communicate with each other if all the shareholders entitled to participate
and vote at the meeting consent thereto.
ARTICLE III - Board of Directors
1. Number, Term of Office and Powers. The business and affairs of the
company shall be under the direction of a Board of Directors, consisting of
such minimum and maximum number of persons as may be set out in the articles of
the company, the exact number of which shall be fixed from time to time by
resolution of the Board of Directors. Until such time as the Board of
Directors shall by resolution fix a different number of directors, the Board of
Directors shall consist of ten (10) persons. Each director shall be elected
for a term running from the date of his election to the next annual meeting of
shareholders, but, notwithstanding the expiration of his term, each director
shall remain in office until he is re-elected, replaced or removed. Directors
need not be shareholders and need not be residents of Canada or Quebec. In
addition to the power and authority expressly conferred upon them by the
By-Laws and the articles, the Board of Directors may exercise all such powers
of the company and do all such lawful acts and things as are not by law or by
the articles of the company or by the By-Laws of the company directed or
required to be exercised or done by the shareholders.
2. Resignations. Any director may resign at any time by giving written
notice of resignation to the Board of Directors, to the Chairman of the Board
of Directors or to the Secretary of the company. Any such resignation shall
take effect at the time specified therein, or if the time be not specified
therein, then upon receipt thereof. The acceptance of such resignation shall
not be necessary to make it effective.
3. Vacancies. Except as otherwise specifically provided by law, by the
articles of the company or by the By-Laws of the company, all vacancies in the
Board of Directors, whether caused by resignation, death, increase in the
number of authorized directors or otherwise, may be filled by a majority of the
Board of Directors then in office, even though less than a quorum, or by the
shareholders at a special meeting. A director thus elected to fill any vacancy
shall hold office until he is re-elected, replaced or removed.
4. Annual Meeting. The annual meeting of the Board of Directors, for
the election of officers and the transaction of other business, shall be held
on the same day and at the same place as, and as soon as practicable following,
the annual meeting of shareholders, or at such other date, time or place as the
Board of Directors may by resolution designate.
5. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such times, and at such place within or outside Quebec, as the Board
of Directors may from time to time by resolution designate.
6. Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of Directors; or any Vice
Chairman of the Board of Directors; or the President; or by the Secretary upon
written request of one-third of the directors, such request stating the purpose
for which the meeting is to be called. Special meetings shall be held at the
principal office of the company or at such office within or outside Quebec as
the directors may from time to time designate.
7. Notice of Meetings. Except as otherwise required by law, notice of
special meetings of the Board of Directors shall be given to each director, at
least two days before the day on which the meeting is to be held, by personal
delivery, mail, telegram, telephone, radio, cable or other comparable means.
Such notice shall state the time and place of such meeting, but need not state
the purpose thereof unless otherwise required by law. No notice need be given
of the annual meeting of the Board of Directors or of regular meetings,
provided that, whenever the time or place of such meetings shall be fixed or
changed, notice of such action shall be mailed promptly to each director who
shall not have been present at the meeting at which such action was taken.
8. Quorum; Adjourned Meetings; Required Vote. A majority of the Board
of Directors as constituted from time to time shall be necessary and sufficient
at all meetings to constitute a quorum for the transaction of business. In the
absence of a quorum, a majority of those present may adjourn the meeting from
time to time and the meeting may be held as adjourned without further notice
provided a quorum be present at such adjourned meeting. Unless otherwise
specifically provided by law, by the articles of the company or by the By-Laws
of the company, the act of a majority of the directors present at any properly
convened meeting at which there is a quorum, but in no case less than one-third
of all of the directors then in office, shall be the act of the Board of
Directors.
9. Advisory Committees. Standing or temporary advisory committees may
be appointed from their own number by the Board of Directors from time to time,
and the directors may from time to time vest such committees with such advisory
powers as the directors may see fit, subject to such conditions as the
directors may prescribe or as may be prescribed by the laws of Quebec. All
advisory committees shall consist of two or more directors. The term of office
of the members of each advisory committee shall be as fixed from time to time
by the Board of Directors; provided, however, that any committee member who
ceases to be a director shall ipso facto cease to be a committee member. Any
member of an advisory committee may be removed at any time with or without
cause by the Board of Directors, and any vacancy in the committee may be filled
by the Board of Directors. All advisory committees shall keep regular minutes
of their transactions and shall cause them to be recorded in books kept for
that purpose in the office of the company, and shall report the same to the
Board of Directors at their regular meetings. Subject to this Section 9 and
except as otherwise determined by the Board of Directors, each advisory
committee may make rules for the conduct of its business.
10. Compensation. Subject to the articles or any unanimous shareholders'
agreement, directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees, other compensation and expenses for their services as
directors, including, without limitation, services as chairmen or as members of
committees of the Board of Directors; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the company
in any other capacity and receiving compensation therefor.
11. Consents in Writing. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors entitled to vote thereon at a meeting thereof
sign a resolution in writing setting forth the actions so taken, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.
12. Participation by Conference Telephone. Members of the Board of
Directors may participate in a meeting thereof, if all such members consent, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
the meeting.
13. Validation. All acts done at any meeting of the directors by any
person or persons acting as a director or directors shall, notwithstanding that
it be afterwards discovered that there was a defect in the appointment of any
such director or directors or person or persons acting as aforesaid, or that
they or any of them were disqualified as directors, be as valid as if every
such person or persons had been duly appointed and qualified as directors.
ARTICLE IV - Officers
1. Officers. The company may have a Chairman of the Board of Directors,
one or more Vice Chairmen of the Board of Directors, a President, one or more
Vice Presidents, which may include Executive and Senior Vice Presidents, a
General Counsel, a Secretary, a Treasurer, a Controller and such other officers
and assistant officers as the Board of Directors shall deem appropriate;
provided, that the company shall have such officers as are required by
applicable law. Officers shall be elected annually by the Board of Directors.
One person may hold more than one office.
2. Chairman of the Board. The Chairman of the Board of Directors shall
preside at all meetings of shareholders and directors, shall be the chief
executive officer of the company and, subject to the direction of the Board of
Directors, shall have general supervision and management of the business and
affairs of the company and shall perform all such duties as are incident to
such office or are properly required by the Board of Directors. The Chairman
of the Board shall be a director.
3. Vice Chairmen of the Board. A Vice Chairman of the Board of
Directors shall perform all such duties as are properly required by the Board
of Directors. A Vice Chairman of the Board shall be a director.
4. President. The President shall be the chief operating officer of the
company and shall, subject to the direction of the Board of Directors and the
Chairman of the Board of Directors, direct and supervise the business and
affairs of the company and shall perform all such other duties as are incident
to such office or as are properly required by the Board of Directors or the
Chairman of the Board of Directors. During the absence or disability of the
Chairman of the Board of Directors, or in the event such office remains vacant,
the President shall exercise all powers and discharge all the duties of the
Chairman of the Board of Directors. The President shall be a director.
5. Executive Vice Presidents and Vice Presidents. Each of the Executive
Vice Presidents and other Vice Presidents shall perform such duties as are
properly required by the Board of Directors, the Chairman of the Board of
Directors or the President. If any Executive Vice President or other Vice
President shall be elected and designated the "General Manager" by the Board of
Directors, during the absence of the President, he shall, subject to the
direction of the Board of Directors, the Chairman of the Board of Directors and
the President, direct and supervise the business and affairs of the company and
shall perform all such other duties as are incident to such office or as are
properly required by the Board of Directors, the Chairman of the Board of
Directors, or the President.
6. General Counsel. The General Counsel shall advise the company on
legal matters affecting the company and its activities, shall supervise and
direct the handling of all such legal matters and shall perform all such other
duties as are incident to the office of General Counsel.
7. Treasurer. The Treasurer shall have the custody of all moneys and
securities of the company and shall keep or cause to be kept accurate accounts
of all moneys received or payments made in books kept for that purpose. The
Treasurer shall deposit or cause to be deposited funds of the company in
accordance with Article V, Section 2 of these By-Laws and shall disburse the
funds of the company by checks or vouchers as authorized by the Board of
Directors. The Treasurer shall also perform all other duties incident to the
office of Treasurer.
8. Secretary. The Secretary shall keep the minutes of the meetings of
the shareholders and of the Board of Directors, and, when required, the minutes
of the meetings of the Executive Committee, and shall be responsible for the
custody of all such minutes. The Secretary shall be responsible for the
custody of the stock ledger and documents of the company. The Secretary shall
have custody of the corporate seal and shall affix and attest such seal to any
instrument whose execution under seal shall have been duly authorized and enjoy
all other powers incident to the office of Secretary.
9. Secretary - Treasurer. Whenever one person is to hold the offices of
Secretary and Treasurer, he may, at the option of the Board of Directors, be
elected and designated as the "Secretary-Treasurer," and references to the
"Secretary" or to the "Treasurer" shall be deemed to include the
"Secretary-Treasurer."
10. Controller. The Controller shall be the chief accounting officer
of the company. The Controller shall keep or cause to be kept all books of
accounts and accounting records of the company and shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the company. The Controller shall
prepare or cause to be prepared appropriate financial statements for the
company and shall have such other powers and perform such other duties as may
be incident to the office of Controller.
11. Other Officers and Assistant Officers. All other officers and
assistant officers shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.
12. Term of Office; Vacancies. Each officer shall hold office until the
annual meeting of the Board of Directors following the end of the term of the
Board by which such officer is elected, except in the case of earlier death,
resignation or removal. Vacancies in any office arising from any cause may be
filled by the directors at any regular or special meeting.
13. Removal. Any officer elected or appointed by the Board of Directors
may be removed at any time, with or without cause, by the Board of Directors.
ARTICLE V - Dividends and Finance
1. Dividends. Subject to the provisions of the laws of Quebec, the
Board of Directors may from time to time by resolution declare dividends
payable to the shareholders according to their respective rights and interests
in the company. Dividends may be paid in money or property or by issuing fully
paid shares of the company. The Directors may deduct from the dividends
payable to a shareholder any amounts owed by the shareholder to the company by
virtue of a call or calls or for any other reason.
2. Deposits; Withdrawals; Notes and Other Instruments. The moneys of the
company shall be deposited in the name of the company in such banks or trust
companies as shall be designated by the Board of Directors or by an officer or
assistant officer of the company to whom the Board of Directors has delegated
such authority, and shall be drawn out only by persons designated, from time to
time, by the Board of Directors or by an officer or assistant officer of this
company to whom the Board of Directors has delegated such authority. All notes
and other instruments for the payment of money shall be signed or endorsed by
officers or other persons authorized from time to time by the Board of
Directors or by an officer or assistant officer of this company to whom the
Board of Directors has delegated such authority.
3. Fiscal Year. The fiscal year of the company shall date from the
first day of January in each year.
ARTICLE VI - Books and Records; Record Date
1. Books and Records. The books, accounts and records of the company,
except as may be otherwise required by the laws of Quebec (including with
respect to the book of the company, which shall be kept at the head office of
the company), may be kept within or outside of Quebec at such places as the
Board of Directors may from time to time designate.
2. Record Date. The Board of Directors is authorized to fix in advance
a date, not exceeding sixty (60) days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares shall go into effect, or a date in connection with obtaining consent, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital shares, or to give such consent. In such case such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any shares on the register of
transfers of the company after any such record date fixed as aforesaid. Any
such record date fixed in connection with a meeting of shareholders shall not
be less than ten (10) days before the date of such meeting.
ARTICLE VII - Notices
1. Notices. Whenever any provision of law or the By-Laws of the company
requires notice to be given to any director, officer or shareholder, such
notice may be given in writing by mailing the same to such director, officer or
shareholder at his or her address as the same appears in the books of the
company, unless such shareholder shall have filed with the Secretary a written
request that notices intended for him or her be mailed to some other address,
in which case it shall be mailed to the address designated in such request.
The time when the same shall be mailed shall be deemed to be the time of the
giving of such notice. However, any notice given by the company to
shareholders, other than notices of annual or special meetings, shall be by
registered or certified letter. Such notice by registered or certified letter
shall be deemed given at the time such letter would be delivered in the
ordinary course of post. This section shall not be deemed to preclude the
giving of notice by other means if permitted by law, by the articles of the
company, or by the By-Laws of the company.
2. Waivers of Notice. A waiver of any notice in writing, signed by a
shareholder, director or officer, whether before or after the time stated in
said waiver for holding a meeting, shall be deemed equivalent to a notice
required to be given to any director, officer or shareholder.
ARTICLE VIII - Contracts
1. Interested Directors or Officers. No contract or transaction between
the company and one or more of its directors or officers, or between the
company and any other company, partnership, association, or other organization
in which one or more of the directors or officers of the company are directors
or officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer of the company is
present at or participates in the meeting of the Board of Directors or the
Executive Committee thereof which authorizes the contract or transaction, or
solely because his, her or their votes are counted for such purpose, if:
(i) The material facts as to the relationship or interest of such
person and as to the contract or transaction are disclosed or are known to
the Board of Directors or the Executive Committee thereof, and the Board
of Directors or Executive Committee in good faith authorizes the contract
or transaction by a vote sufficient for such purpose without counting the
vote of the interested director or directors of the company; provided,
however, that common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or
Executive Committee; or
(ii) The material facts as to the relationship or interest of such
person and as to the contract or transaction are disclosed or are known to
the shareholders of the company entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
shareholders of the company; or
(iii) The contract or transaction is fair as to the company as of the
time it is authorized, approved or ratified, by the Board of Directors,
the Executive Committee thereof, or the shareholders of the company.
ARTICLE IX - Seal
1. Seal. The corporate seal of the company shall be circular in form
and bear the name of the company and the year of its incorporation.
ARTICLE X - Indemnification
1. Indemnification in Third Party Action. Unless and except to the
extent prohibited by law, the company shall assume the defense of each person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
company) by reason of the fact that such person is or was a director, officer,
employee or agent of the company, or is or was serving at the request of the
company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, and shall indemnify each
such person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding unless such person has
committed a grievous offense or personal offense separable from the exercise of
his or her duties. With respect to any penal or criminal action or proceeding,
the company shall likewise indemnify each such person if he or she had reason
to believe his or her conduct was lawful or if they have been freed or
acquitted. The termination of any action or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not have
reasonable cause to believe that his or her conduct was unlawful.
2. Indemnification in an Action by or in the Right of the Company. The
company shall indemnify each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the company to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
company, or is or was serving at the request of the company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if the company loses its case and the
court so decides. If the company wins its case only in part, the court may
determine the amount of the expense the company shall assume.
3. Determination of Indemnification. Any indemnification under Sections
1 and 2 of this Article X (unless ordered by a court) shall be made by the
company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met or failed to meet, as the case may be,
the applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the shareholders.
4. Advance for Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the company in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the company as authorized in this Article X.
5. General Provisions.
(a) Any payment of indemnification made pursuant to this Article X
shall be reported to the shareholders, except that no such payment need be
reported if the person to whom it was made has been fully successful on the
merits or otherwise.
(b) All expenses incurred in defending a civil or criminal action or
proceeding which are advanced by the company under Section 4 of this Article X
shall be repaid (i) in case the person receiving such advance is ultimately
found, under the procedure set forth in this Article X, not to be entitled to
indemnification, or (ii) where indemnification is granted, to the extent that
the expenses so advanced by the company exceed the indemnification to which
such person is entitled.
(c) The company may indemnify each person, though he or she is not
or was not a director, officer, employee or agent of the corporation, who
served at the request of the company on a committee created by the Board to
consider and report to it in respect of any matter. Any such indemnification
may be made under the preceding provisions of this Article X and shall be
subject to the limitations thereof except that (as indicated) any such
committee member need not be nor have been a director, officer, employee or
agent of the company.
(d) If any section, subsection, paragraph, sentence, clause, phrase
or word in this Article X shall be adjudicated invalid or unenforceable, such
adjudication shall not be deemed to invalidate or otherwise affect any other
section, subsection, paragraph, sentence, clause, phrase or word of this
Article.
(e) The indemnification provided by this Article X shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any By-Law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ARTICLE XI - Borrowing of Money by the Company
1. Borrowing. The Board of Directors of the company may from time to
time:
(a) borrow money upon the credit of the company;
(b) issue debentures or other securities of the company, and pledge
or sell the same for such sums and at such prices as may be deemed
expedient;
(c) notwithstanding the provisions of the Civil Code, hypothecate,
mortgage or pledge the moveable or immoveable property, present or future,
of the company, to secure any such debentures or other securities, or give
part only of such guarantee for such purposes and constitute the hypothec,
mortgage or pledge above mentioned, by trust deed, in accordance with
Sections 28 and 29 of the Special Corporate Powers Act (Chap. P-16), or in
any other manner; and
(d) hypothecate or mortgage the immoveable property of the company,
or pledge or otherwise affect the moveable property, or give all such
guarantees, to secure the payment of loans made otherwise than by the
issue of debentures, as well as the payment or performance of any other
debt, contract or obligation of the company.
The limitations and restrictions contained in this section shall not
apply to the borrowing of money by the company on bills of exchange or
promissory notes made, drawn, accepted or endorsed by or on behalf of the
company.
2. Delegation. The Board of Directors may from time to time delegate to
such one or more of the directors and officers of the company as may be
designated by the Board of Directors all or any of the powers conferred on the
Board of Directors by Article XI, Section 1 hereof or by the laws of Quebec to
such extent and in such manner as the Board of Directors shall determine at the
time of each such delegation. The powers hereby confirmed by this paragraph
and the preceding paragraph shall be deemed to be in supplement to and not in
substitution for any other borrowing powers which may otherwise be conferred on
the directors or officers of the company independently of such paragraphs.
ARTICLE XII - Executive Committee
1. Number; Term of Office; Increase or Decrease; Removal; Vacancies;
Resignation. So long as the board of directors shall consist of more than six
directors, the Board of Directors may designate and elect from among its
members an Executive Committee. The Executive Committee shall be composed of
three directors, unless and until the Board of Directors shall fix a different
number of members; provided, that the Executive Committee may not be composed
of less than three directors. Each member of the Executive Committee shall
continue to be a member thereof so long as he shall continue to be a member of
the Board of Directors or until his successor is designated and elected,
unless, prior to his ceasing to be a director or his successor being designated
and elected, he shall be removed from the Executive Committee by the Board of
Directors or he shall resign from the Executive Committee. A majority of the
Board of Directors then in office, even though less than a quorum, may at any
time (i) increase or decrease (to not less than three) the number of members of
the Executive Committee, (ii) remove (with or without cause) members of the
Executive Committee, and (iii) designate and elect new members of the Executive
Committee to replace existing members thereof or to fill vacancies therein,
whether caused by death, increase in the number of members, resignation,
removal or otherwise. Any member of the Executive Committee may at any time
resign therefrom by giving written notice thereof to the Board of Directors,
the Chairman of the Board, or the Secretary, and any such resignation shall
take effect at the time specified therein, or if a time is not specified
therein, then upon receipt thereof.
2. Powers. Subject to the provisions of paragraph 5 of this Article
XII, during intervals between meetings of the Board of Directors, the Executive
Committee shall have, and may exercise, any and all powers of the Board of
Directors, except those powers which by law, by the Articles of the Company, or
by any By-Laws of the Company hereafter enacted by the Board of Directors must
be exercised only by the Board of Directors.
3. Meetings; Notice; Waiver of Notice. Meetings of the Executive
Committee may be called by the Chairman of the Board, any Vice Chairman of the
Board, the President, or, upon written request of any member, by the Secretary.
Notice of a meeting of the Executive Committee shall be given to each member at
least two days before the day on which the meeting is to be held by personal
delivery, mail, telegram, radio, cable or other means. The notice shall state
the time and place of the meeting and the purpose or purposes for which the
meeting has been called. A written waiver of notice signed by a member of the
Executive Committee, whether signed before or after a meeting, shall be deemed
to satisfy any requirement to give notice of the meeting to such member.
4. Quorum; Adjourned Meetings; Required Vote; Consent in Writing;
Participation by Conference Phone. A majority of the Executive Committee as
then constituted, but in no event less than two members thereof, shall be
necessary and sufficient at all meetings to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority of the members
present may adjourn the meeting from time to time and the meeting may be held
as adjourned without further notice provided that a majority of the Executive
Committee as then constituted, but in no event less than two members thereof,
are present at such adjourned meeting. Unless otherwise specifically required
by law, by the Articles of the Company, or by any By-Laws of the Company
hereafter enacted by the Board of Directors, the act of a majority of the
members of the Executive Committee present at any properly convened meeting at
which there is a quorum shall be the act of the Executive Committee. Any
action permitted to be taken at any meeting of the Executive Committee may be
taken without a meeting if all members thereof entitled to vote at a meeting
sign a resolution in writing setting forth the actions so taken, and the
writing or writings are filed with the minutes of proceedings of the Executive
Committee. If all members of the Executive Committee consent, members thereof
may participate in a meeting thereof by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at the meeting.
5. Validation. All acts done at any meeting of the Executive Committee
by any person or persons acting as a member or members thereof shall,
notwithstanding that it may subsequently be discovered that there was a defect
in the appointment of any such person or persons as a member or members
thereof, or that any such person or persons were disqualified as members
thereof, be valid as if every such person or persons had been duly designated
and elected as members of the Executive Committee. Actions by the Executive
Committee need not be approved by the Board of Directors to be valid; however,
any action by the Executive Committee shall be subject to rescission or
alteration by the Board of Directors; provided, that no rights or actions of or
with respect to third parties shall be prejudiced or affected by any such
rescission or alteration.
ARTICLE XIII - Head Office
The company shall maintain a head office in Quebec in the judicial
district indicated in its articles. The company may change the address of its
head office within the limits of such judicial district by a resolution of its
Board of Directors. It may also transfer its head office to another judicial
district by amending its articles and such transfer shall have effect as of the
date of the amendment to the articles.
ARTICLE XIV - Amendments to the By-Laws
The Board of Directors may from time to time repeal, amend, or re-enact
By-Laws of the company, but every such By-law, (except By-Laws respecting
agents, officers and servants of the company, and except such By-Laws which by
law require approval or sanction by the shareholders before coming into effect)
and every repeal, amendment or re-enactment thereof, unless in the meantime
confirmed at a meeting of the shareholders of the company duly called for that
purpose, shall have force only until the next annual meeting of shareholders of
the company, and in default of confirmation thereat, shall, at and from that
time only, cease to be in force.
SPECIAL BY-LAWS
SPECIAL BY-LAW NO. 1 (originally adopted as By-Law No. 1 at a meeting of the
Directors held on September 17, 1982)
That:
1. The Company be, and it hereby is, authorized to make an application
to the Ministre des Consommateurs, Cooperatives et Institutions
Financieres de la Province de Quebec for a Certificate of Continuance
continuing the Company under Part 1A of the Companies Act, Quebec.
2. Subject to the issuance of such Certificate of Continuance and
without affecting the validity of the incorporation and existence of
the Company by and under its Charter, and of any act done thereunder,
its Charter is hereby amended by deleting all of the provisions
thereof and substituting therefor all provisions set out in the
Articles of Continuance, a copy of which has been presented at this
meeting and is to be included in the Minutes of this Meeting; and
that the Chairman of the Board, the Vice Chairman of the Board and
the President of the Company be, and each of them hereby is,
authorized to execute and deliver such documents and instruments
(including, without limitation, the Articles of Continuance of the
Company), and to take and cause to be taken such additional actions,
as he deems necessary or desirable to effect the foregoing.
SPECIAL BY-LAW NO. 2 (originally adopted as By-Law No. 7 by consent of the
Executive Committee of the Board of Directors dated July 18, 1986)
1. THAT the articles of amendment attached hereto, providing for
increasing the maximum number of directors from twelve to thirteen
which the board of directors may determine, is hereby approved;
2. THAT the Company file the articles of amendment with the Inspecteur
general des institutions financieres in order to obtain a certificate
of amendment, and that any one of the directors of the Company is
hereby authorized to file the said articles of amendment for and on
behalf of and in the name of the Company;
3. THAT upon the issuance of the certificate of amendment and without
affecting the validity and the existence of the Company by virtue of
its certificate of continuance, the articles of continuance are
hereby amended by amending section 6 of the articles of continuance
in accordance with the provisions of the articles of amendment
attached hereto;
4. THAT any one of the directors of the Company is hereby authorized to
sign all documents and forms necessary or incidental for the due
carrying out of the foregoing; and
5. THAT upon the issuance of the certificate of amendment, the Board of
Directors of the Company shall consist of thirteen persons.
SPECIAL BY-LAW NO. 3 (originally adopted as By-Law No. 9 by consent of the
Directors dated February 19, 1988)
1. THAT the articles of amendment presented at this meeting, amending
the share capital to authorize an unlimited number of shares of Class
D Preferred Stock, are hereby approved;
2. THAT the Company file articles of amendment with the Inspecteur
general des institutions financieres in order to obtain a certificate
of amendment amending its capital structure and that any one of the
Directors of the Company be and he is hereby authorized to file the
said articles of amendment for and on behalf of and in the name of
the Company;
3. THAT upon the issuance of the certificate of amendment and without
affecting the validity and the existence of the Company by virtue of
its certificate of continuance, the articles of continuance be and
they are hereby amended by amending Section 4 of the articles of
continuance in accordance with the provisions of the articles of
amendment approved by the Board of Directors of the Company; and
4. THAT any one of the Directors of the Company be and he is hereby
authorized to sign all documents and forms necessary or incidental
for the due carrying out of the foregoing.
SPECIAL BY-LAW NO. 4 (originally adopted as By-Law No. 10 by consent of the
Executive Committee of the Board of Directors dated February 15, 1993)
1. THAT the articles of amendment attached hereto amending Section 5 of
the Company's articles of continuance to permit the Company to offer
its securities to the public are hereby approved;
2. THAT the Company file articles of amendment with the Inspecteur
general des institutions financieres in order to obtain a certificate
of amendment amending the limitations on the public offering of the
Company's securities set forth in Section 5 of the Company's articles
of continuance and that any one of the Directors of the Company be
and he is hereby authorized to execute and file the said articles of
amendment for and on behalf of and in the name of the Company;
3. THAT upon the issuance of the certificate of amendment and without
affecting the validity and the existence of the Company by virtue of
its certificate of continuance, the articles of continuance be and
they are hereby amended by amending Section 5 of the articles of
continuance in accordance with the provisions of the articles of
amendment approved by the Executive Committee of the Board of
Directors of the Company; and
4. THAT any one of the Directors of the Company be and he is hereby
authorized to do all things and sign all documents and forms
necessary or incidental for the due carrying out of the foregoing.
SPECIAL BY-LAW NO. 5
being a by-law authorizing the Company to file articles of amendment with
the Inspecteur general des institutions financieres, in order to obtain a
certificate of amendment changing the corporate name of the Company:
1. THAT the Company file articles of amendment with the Inspecteur
general des institutions financieres, in order to obtain a
certificate of amendment changing its corporate name from "Societe
Canadienne de Metaux Reynolds, Limitee-Canadian Reynolds Metals
Company, Limited" to "Societe d'Aluminium Reynolds du Canada,
Ltee/Reynolds Aluminum Company of Canada, Ltd." effective January 1,
1996; and
2. THAT any one of the directors of the Company be and he/she is hereby
authorized to do all things and sign all documents and forms
necessary or incidental for the due carrying out of the foregoing.
SPECIAL BY-LAW NO. 6
THAT the Company is hereby authorized to enter into and carry out a Plan
of Reorganization (the "Plan of Reorganization") among the Company,
Southern Graphic Systems, Inc. ("SGS") and Systemes Graphiques
Southern-Canada, Ltee-Southern Graphic Systems-Canada, Ltd. ("SGSC").
THAT each of the officers of the Company is hereby authorized to execute
and deliver on behalf of the Company the Plan of Reorganization in the
form or substantially the form attached hereto, with such changes therein
as the executing officer shall deem necessary or advisable.
THAT each of the officers of the Company is hereby authorized to sign any
and all certificates, agreements, instruments and documents required under
Canadian federal or Quebec law relating to an election under Section 85 of
the Canadian Income Tax Act.
THAT each officer of the Company is hereby authorized to cause the Company
to acquire from SGS (i) 100 class A common shares without par value of
SGSC and (ii) 4,288 class A preferred shares without par value of SGSC
(together, being all of the outstanding shares of SGSC, the "SGSC
Shares"), solely in consideration of and exchange for 45,000 Class A
Preferred Shares, Cdn. $100 Par Value, of the Company (the "Class A
Preferred Shares").
THAT the Board of Directors hereby determines that the SGSC Shares to be
acquired by the Company have a fair market value, and are the fair
equivalent of cash in the amount, of Cdn. $4,500,000.
THAT the Company issue, allot and deliver to SGS the Class A Preferred
Shares for the consideration established above.
THAT the Class A Preferred Shares when issued, allotted and delivered to
SGS for the consideration described above shall be, and shall be deemed to
be, fully paid and nonassessable, and the holders of the Class A Preferred
Shares shall be subject to no further call or liability with respect
thereto.
THAT in the event the fair market value of the SGSC Shares to be acquired
by the Company pursuant to this resolution shall be determined by final
judgment of any competent administrative tribunal or court, or by
uncontested decision of any revenue authority, to be other than Cdn.
$4,500,000 as of the date such SGSC Shares are exchanged for the Class A
Preferred Shares, each officer of the Company is hereby authorized to
execute and deliver such documents and instruments, and to take and cause
to be taken such additional action, as any such officer deems necessary or
desirable to adjust retroactively the stated capital of the Class A
Preferred Shares to reflect the valuation so determined, and to make or
cause to be made all necessary adjustments, payments or repayments,
cancellation or issuance of shares as may be required in order to give
effect to such changes as of the date of issuance of the Class A Preferred
Shares.
THAT each of the officers of the Company is hereby authorized to take any
and all such other actions, including without limitation the incurrence
and payment of all fees, expenses and other charges, and to execute and
deliver any and all agreements, instruments and documents which in the
opinion of any of them may be necessary or desirable to achieve the
purposes of, or effect the transactions contemplated by, this resolution,
the taking of any such action or the execution and delivery of any such
agreements, instruments or documents to be conclusive evidence of the
authority to take, execute and deliver the same"; and
FURTHER RESOLVED, that the amount of $4,500,000 be added to the paid-up
share capital account being maintained by the Company for its Class A
Preferred Shares.