EXHIBIT 4.16
SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.
SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
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BY-LAW ONE
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being the general by-laws of the Company.
ARTICLE ONE
DEFINITIONS
SECTION 1.01 In this by-law and all other by-laws of the Company, unless the
context otherwise requires:
(a) "Act" means the Companies Act (Quebec) (R.S.Q. 1977, c. C-38), as
amended by the Act modifying the Companies Act and other statutory
dispositions, S.Q. 1979, c. 31, as from time to time further amended,
and every statute that may be substituted therefor and, in the case
of such amendment or substitution, any reference in the by-laws of
the Company to any provision of the Act shall be read as referring to
the amended or substituted provisions therefor;
(b) "articles" means the articles of incorporation of the Company
attached to the certificate of incorporation dated March 31, 1994, as
from time to time amended;
(c) "by-law" means this by-law and any other by-law of the Company from
time to time in force and effect;
(d) words importing the singular number shall include the plural and vice
versa; words importing the masculine gender shall include the
feminine and neuter genders and vice-versa; words importing persons
shall include bodies corporate, corporations, companies,
partnerships, syndicates, trusts and any number or aggregate of
individuals;
(e) the headings used in the by-laws are inserted for reference purposes
only and are not to be considered or taken into account in construing
the terms or provisions thereof or to be deemed in any way to
clarify, modify or explain the effect of any such terms of
provisions; and
(f) all terms contained in the by-laws and which are defined in the Act
shall have the meanings given to such terms in the Act.
In the case of any conflict between the Act, the unanimous
shareholder agreement, the articles and the by-laws of the Company, the Act
shall prevail over the unanimous shareholder agreement, the articles and the
by-laws, the unanimous shareholder agreement shall prevail over the articles
and the by-laws and the articles shall prevail over the by-laws.
ARTICLE TWO
HEAD OFFICE
SECTION 2.01 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 the judicial district indicated in its
articles 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 THREE
FINANCIAL YEAR
SECTION 3.01 The fiscal period of the Company shall terminate on such date in
each year as the board of directors may from time to time by resolution
determine.
ARTICLE FOUR
CORPORATE SEAL
SECTION 4.01 The Company may have one or more corporate seals which shall be
such as the board of directors may by resolution from time to time adopt and
change.
ARTICLE FIVE
DIRECTORS
SECTION 5.01 NUMBER AND POWERS. The Company shall be managed by a board of
directors consisting of such fixed number, or minimum and maximum number, of
directors as may be set out in the articles.
SECTION 5.02 QUALIFICATIONS. Subject to any provision to the contrary in the
articles, a director of the Company need not be a shareholder of the Company or
a resident of Canada or of Quebec. Moreover, any natural person may be a
director of the Company, with the exception of a person under the age of
eighteen (18) years, an interdicted person, a person of unsound mind who has
been declared incapable by a court of another province or another country, and
an undischarged bankrupt.
SECTION 5.03 FILLING OF VACANCIES. Subject to the Act, if a vacancy occurs
in the board of directors, a quorum of the board of directors may appoint a
qualified person to fill the vacancy for the remainder of the term of the
director giving rise to the vacancy.
SECTION 5.04 TERM OF OFFICE. A director's term of office shall commence on
the date of the meeting at which he is elected or appointed and shall terminate
at the annual meeting next following his election or appointment (unless re-
elected) or, if an election of the board of directors is not held at such
meeting or if such meeting does not occur, on the date on which his successor
is elected or appointed. A director's term of office shall also terminate if
he dies or resigns, or is removed or ceases to be qualified to act as a
director.
SECTION 5.05 VACATION OF OFFICE. The office of a director shall ipso facto
be vacated if:
(a) he dies;
(b) he resigns his office, by notice in writing to the Company, such
resignation to be effective immediately upon receipt thereof by the
Company unless by its terms it is made effective at a later date;
(c) subject to the provisions of the articles, he is removed from office
in accordance with the provisions of the Act by a resolution of the
shareholders who are entitled to elect directors; or
(d) he ceases to be qualified to be a director.
SECTION 5.06 ELECTION. Directors shall be elected by the shareholders by
ordinary resolution passed on a ballot at a meeting of shareholders entitled to
elect directors.
A retiring director shall remain in office until the adjournment or
termination of the meeting at which his successor has been elected, unless such
meeting was called for the purpose of removing him from office as a director,
in which case the director so removed shall vacate office forthwith upon the
passing of the resolution for his removal.
SECTION 5.07 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.
SECTION 5.08 PLACE OF MEETING. Meetings of the board of directors shall be
held at the head office of the Company or at any other place as the officers or
directors convening the meeting may from time to time determine. A meeting of
the board of directors may be convened at any time by the chairman of the
board of directors, the president, any vice-president, the secretary, any
assistant-secretary or by two or more directors (other than any of the
foregoing officers).
SECTION 5.09 NOTICE. Notice of the time and place for the holding of any
such meeting shall be given verbally or delivered or mailed or telegraphed or
sent by any other form of transmitted or recorded message to each director at
his latest address as shown on the books of the Company not less than two (2)
days before the date of the meeting.
For the first meeting of the board of directors to be held
immediately following the election of directors at an annual or special meeting
of the shareholders, no notice of such meeting need be given to the directors
in order for the meeting to be duly constituted, provided a quorum of the
directors is present.
SECTION 5.10 WAIVER OF NOTICE. Notice of any meeting of the board of
directors or any irregularity in any meeting or in the notice thereof may be
waived by any director in writing (which shall include waiver by telegram,
cable or telex) addressed to the Company at its head office; such waiver may be
validly given either before or after the meeting to which such waiver relates.
The attendance of a director at a meeting of directors constitutes a waiver of
notice of the meeting except where a director attends a meeting for the express
purpose of objecting to the holding of the meeting on the grounds that the
manner of calling the meeting was irregular.
SECTION 5.11 PARTICIPATION BY TELEPHONE. A director may, if all the
directors of the Company consent, participate in a meeting of the board of
directors by such means, particularly by telephone as permits all persons
participating in the meeting to hear each other. A director participating in
such a meeting by such means shall be deemed to be present at that meeting.
SECTION 5.12 ADJOURNMENT. Any meeting of the board of directors may be
adjourned from time to time by the chairman of the meeting, with the consent of
the meeting, to such time and place as he may fix. No notice of an adjourned
meeting need be given to any director. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a
quorum is present thereat. The directors who formed a quorum at the original
meeting are not required to form the quorum at the adjourned meeting. If there
is no quorum present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment.
SECTION 5.13 QUORUM. The directors may, from time to time, fix by resolution
the quorum for meetings of directors, but until otherwise fixed, a majority of
the directors in office from time to time shall constitute a quorum. Any
meeting of directors at which a quorum is present shall be competent to
exercise all or any of the authorities, powers and discretions by or under the
by-laws of the Company for the time being vested in or exercisable by the
directors generally. Where the Company has only one director, that director
shall constitute the meeting.
SECTION 5.14 VOTING. Questions arising at any meeting of the board of
directors shall be decided by a majority of votes cast. In case of an equality
of votes, the chairman of the meeting shall not be entitled to a second or
casting vote.
SECTION 5.15 RESOLUTION IN WRITING IN LIEU OF MEETING. A resolution in
writing, signed by all the directors entitled to vote on that resolution at a
meeting of directors or of the executive committee of directors, as the case
may be, is as valid as if it had been passed at a meeting of directors or of
the executive committee of directors, respectively.
A copy of every such resolution shall be kept with the minutes of the
proceedings of the board of directors or executive committee of directors.
SECTION 5.16 REMUNERATION OF DIRECTORS. Subject to the articles or any
unanimous shareholders' agreement, the remuneration to be paid to the directors
shall be such as the board of directors shall from time to time by resolution
determine and such remuneration shall be in addition to the salary paid to any
officer of the Company who is also a member of the board of directors. The
directors may also by resolution award special remuneration to any director
undertaking any special services on the Company's behalf other than the routine
work ordinarily required of a director by the Company. The confirmation of any
such resolution or resolutions by the shareholders shall not be required.
ARTICLE SIX
SUBMISSION OF CONTRACTS OR
TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL
SECTION 6.01 The board of directors in its discretion may submit any
contract, act or transaction for approval, ratification or confirmation at any
annual meeting of the shareholders or at any special meeting of the
shareholders called for the purpose of considering the same. Any contract, act
or transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any
different or additional requirement is imposed by the Act or by the Company's
articles or any other by-law) shall be as valid and as binding upon the Company
and upon all the shareholders as though it had been approved, ratified and/or
confirmed by every shareholder of the Company.
ARTICLE SEVEN
OFFICERS
SECTION 7.01 APPOINTMENT OF OFFICERS. Subject to any unanimous shareholder
agreement, the board of directors, annually or as often as may be required,
shall appoint a president, and if they see fit, a chairman of the board and one
or more vice-presidents of the Company and may also appoint a secretary, a
treasurer and one or more assistant-secretaries and/or one or more assistant-
treasurers. Any two or more of such offices may be held by the same person.
If the same person holds the offices of secretary and treasurer, he may, but
need not, be known as a secretary-treasurer. The board of directors may from
time to time designate such other officers and appoint or authorize any one or
more of the foregoing officers to appoint such other officers, employees and
agents as it shall deem necessary who shall have such authority and shall
perform such functions and duties as may from time to time be prescribed by
resolution of the board of directors or by the officer or officers appointing
such other officers, employees or agents.
SECTION 7.02 QUALIFICATIONS. Subject to any contrary provisions herein, none
of the officers need be a director or a shareholder of the Company.
SECTION 7.03 REMUNERATION AND REMOVAL OF OFFICERS. Subject to any unanimous
shareholders' agreement, the remuneration of all officers, employees and agents
elected or appointed by the board of directors may be determined from time to
time by resolution of the board of directors. The fact that any officer,
employee or agent is a director or shareholder of the Company shall not
disqualify him from receiving such remuneration as may be so determined. The
board of directors may by resolution remove any officer, employee or agent at
any time, with or without cause, subject to his rights under any employment
contract in force between the Company and himself.
SECTION 7.04 DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or
inability or refusal to act of any officer of the Company or for any other
reason that the board of directors may deem sufficient, the board may delegate
all or any of the powers of such officer to any other officer or to any
director for the time being.
SECTION 7.05 CHAIRMAN OF THE BOARD. The board of directors may from time to
time appoint a chairman of the board who shall be a director. The chairman
shall be the chief executive officer of the Company. The chairman presides, if
present, at all meetings of the board of directors and shall have such other
powers and duties as may from time to time be assigned to him by the board
of directors.
SECTION 7.06 PRESIDENT. If no chairman has been appointed, the president
shall be the chief executive officer of the Company. If a chairman has been
appointed, the president shall be the chief operating officer of the Company.
He shall exercise general supervision over the business and affairs of the
Company. In the absence of the chairman of the board (if any), the president
shall, if present, preside at all meetings of the board of directors and
shareholders; he shall sign such contracts, documents or instruments in writing
as require his signature and shall have such other powers and shall perform
such other duties as may from time to time be assigned to him by resolution of
the board of directors or as are incident to his office.
SECTION 7.07 VICE-PRESIDENT. The vice-president or, if more than one, the
vice-presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the president in the absence or inability or
refusal to act of the president, provided, however, that a vice-president who
is not a director shall not preside as chairman at any meeting of directors or
shareholders. The vice-president or, if more than one, the vice-presidents,
shall sign such contracts, documents or instruments in writing as require his
or their signatures and shall also have such other powers and duties as may
from time to time be assigned to him or them by resolution of the board of
directors.
SECTION 7.08 SECRETARY. The secretary (if any), shall give or cause to be
given notices for all meetings of the board of directors and shareholders when
directed to do so. He shall have charge of the records and of the corporate
seal(s), (if any). He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties
as may from time to time be assigned to him by resolution of the board of
directors or as are incident to his office.
SECTION 7.09 TREASURER. Subject to the provisions of any resolution of the
board of directors, the treasurer (if any) shall have the care and custody of
all the funds and securities of the Company and shall deposit the same in the
name of the Company in such bank or banks or with such other depositary or
depositaries as the board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books of accounts and
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the board of
directors or as are incident to his office. He may be required to give such
bonds for the faithful performance of his duties as the board of directors in
their uncontrolled discretion may require and no director shall be liable for
failure to require any such bond or for the insufficiency of any such bond or
for any loss by reason of the failure of the Company to receive any indemnity
thereby provided.
SECTION 7.10 ASSISTANT-SECRETARY AND ASSISTANT-TREASURER. The assistant-
secretary or, if more than one, the assistant-secretaries in order of
seniority, and the assistant treasurer or, if more than one, the assistant
treasurers in order of seniority, shall respectively perform all the duties of
the secretary and treasurer, respectively, in the absence or inability to act
of the secretary or treasurer as the case may be. The assistant-secretary or
assistant-secretaries, if more than one, and the assistant-treasurer or
assistant-treasurers, if more than one, shall sign such contracts, documents or
instruments in writing as require his or their signatures respectively and
shall have such other powers and duties as may from time to time be assigned to
them by resolution of the board of directors.
ARTICLE EIGHT
INDEMNITIES AND EXCLUSION OF LIABILITY
SECTION 8.01 The Company shall assume the defence of its directors and/or
officers prosecuted by a third person for acts done in the exercise of their
duties and the Company shall pay damages, if any, resulting from those acts,
unless the directors and/or officers have committed a grievous offence or a
personal offence separable from the exercise of their duties.
However, in a penal or criminal proceeding the Company shall assume
the payment of the expenses of its directors and/or officers only if they had
reasonable grounds to believe that their conduct was in conformity with the
law, or if they have been freed or acquitted.
The Company shall assume the expenses of its directors and/or
officers, if, having prosecuted any or all of them for an act done in the
exercise of their duties, it loses its case and the court so decides.
The Company shall assume the aforesaid obligations in respect of any
person who acted at its request as a director for a corporation of which it is
a shareholder or creditor.
ARTICLE NINE
MEETING OF SHAREHOLDERS
SECTION 9.01 ANNUAL MEETING. Subject to the Act, the annual meeting of the
shareholders of the Company shall be held on the first Friday after April 15 in
each year, or on such date in each year as the board of directors may from time
to time by resolution determine, at the head office of the Company or, subject
to the provisions of the Act, at any other place as may be specified in the
notice convening such meeting, as the directors may by resolution determine.
SECTION 9.02 SPECIAL MEETINGS. Other meetings of the shareholders may be
convened by order of the chairman of the board, president or a vice-president
or by the board of directors, to be held at such time and place as may be
specified in a resolution of the board of directors.
Special meetings of shareholders shall also be convened 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 written
requisition, signed by shareholders holding in the aggregate not less than one
tenth (1/10) of the subscribed shares of the capital of the Company, stating
the business to be transacted at the proposed meeting.
If such meeting is not called and held within twenty-one (21) days of
the date on which the requisition is delivered to the head office of the
Company, any shareholder, whether signatories to the requisition or not, who
hold not less than one tenth in the value of the subscribed shares of the
capital of the Company, may themselves call the meeting. Notice of any special
meeting shall state the business which is to be transacted thereat.
SECTION 9.03 PLACE OF MEETINGS. Meetings of shareholders of the Company
shall be held at the head office of the Company or at such other place as may
be specified in the notice convening such meeting, which place must be located
in the province of Quebec in the case of annual meetings of shareholders and
meetings of shareholders at which any directors are elected. Notwithstanding
the foregoing, the annual shareholders' meeting and any meeting of shareholders
at which directors are elected may be held outside the Province of Quebec if
the Company has not made distribution to the public of its securities and if
its deed of incorporation so provides for it, or failing a provision in the
deed to that effect, if all the shareholders entitled to attend the meeting
consent. A shareholder who attends meetings held outside Quebec is deemed to
have so agreed except when he attends the meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully held.
SECTION 9.04 NOTICE. A printed, written or typewritten notice stating the
day, hour and place of meeting and the general nature of the business to be
transacted shall be sent not less than ten (10) days before the meeting, to the
shareholders entitled thereto by messenger or by prepaid registered or
certified mail to the shareholders entitled to vote at such meeting at their
respective addresses, as shown in the books of the Company. If the address of
a shareholder is not shown in the books of the Company, the notice may be
delivered by messenger or by prepaid registered or certified mail to the
address where, in the discretion of the sender, it is most likely to be
received by such shareholder. Notice of any meeting of shareholders or any
irregularity in any such meeting or in the notice thereof may be waived by any
shareholder or by the duly appointed proxy of any shareholder by telegram,
cable or telex or any other writing addressed to the Company and any such
waiver may be validly given either before or after the meeting to which such
waiver relates.
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.
SECTION 9.05 VOTING. Voting at a meeting of shareholders shall be by show of
hands except where a ballot is demanded by a shareholder entitled to vote at
the meeting. A shareholder may demand a ballot either before or after any vote
by show of hands.
SECTION 9.06 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.
SECTION 9.07 RIGHT TO VOTE. Subject to the articles of the Company, at all
shareholders' meetings, each shareholder entitled to vote has as many votes as
he holds shares in the Company, and he may, subject to section 9.09 hereof,
vote by proxy. However, no shareholder in arrears in respect of any call may
vote at a shareholders' meeting.
SECTION 9.08 VOTES. Every question submitted to any meeting of shareholders
shall be decided in the first instance on a show of hands, unless a poll is
demanded. In case of an equality of votes, the chairman of the meeting, both
on a show of hands and on a poll, shall not have a second or casting vote in
addition to the vote or votes to which he may be entitled as a shareholder.
At any meeting, unless a poll is demanded, a declaration by the chairman of the
meeting that a resolution has been carried unanimously or by a particular
majority or lost or not carried unanimously or by a particular majority, along
with an entry to that effect in the minute books of the Company, will
constitute prima facia evidence of that fact without proof of the number or
proportion of votes recorded in favour of or against such resolution.
The chairman of the board, if any, shall preside at every meeting of
shareholders of the Company. If there is no chairman of the board or if he is
absent, the president of the Company shall preside as chairman and in his
absence this right devolves to the vice-president(s) designated for the purpose
of the board of directors. If at any meeting, none of the officers mentioned
above is present within the first fifteen (15) minutes following the time fixed
for the holding of the meeting, the shareholders present shall select from
their number a chairman of such meeting.
If at any meeting a poll is demanded on the election of a chairman or
on the question of adjournment or termination, it shall be taken forthwith
without adjournment. If a poll is demanded on any other question or as to the
election of directors, it shall be taken in such manner and either at once or
later at the meeting or after an adjournment as the chairman of the meeting
directs. The result of a poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. A demand for a poll may be withdrawn.
Where a person holds shares as a personal representative, such person
or his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.
Where two (2) or more persons hold the same share or shares jointly,
any one of such persons present at a meeting of shareholders has the right, in
the absence of the other or others, to vote in respect of such share or shares,
but if more than one of such persons are present or represented by proxy and
vote, they shall vote together as one on the share or shares jointly held by
them.
SECTION 9.09 PROXIES. A shareholder, including a shareholder that is a body
corporate, who is entitled to vote at a meeting of shareholders, may by means
of a proxy appoint a proxyholder or one or more alternate proxyholders, who are
not required to be shareholders, to attend and act at the meeting in the manner
and to the extent authorized by the proxy and with the authority conferred by
the proxy. A proxyholder, holding the right to vote on behalf of an absent
shareholder, shall not have the right to vote on show of hands.
An instrument appointing a proxyholder shall be in writing and shall
be executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy expires at the end of one year from
the date on which it is issued, unless it expressly specifies some other
period.
Unless a relevant statute requires another form, an instrument
appointing a proxyholder may be in the following form or any similar form:
"The undersigned shareholder of ..... hereby appoints ..... of
.... or failing him, of ..... as the proxy of the undersigned to attend
and act for and on behalf of the undersigned at the meeting of the
shareholders of the said Company to be held on the .... day of ....,
19.., and at any adjournment thereof to the same extent and with the same
power as if the undersigned were personally present at the said meeting
or such adjournment thereof.
Dated the day of ...., 19...
Signature of shareholder
NOTE
This form of proxy must be signed by a shareholder or his attorney
authorized in writing or, if the shareholder is a body corporate, either
under its seal or by an officer or attorney thereof duly authorized."
An instrument appointing a proxy carries with it the revocation of
any previous instrument appointing another proxy in respect of such meeting.
The instrument appointing a proxy may be revoked at any time.
The directors may from time to time pass regulations regarding the
deposit of instruments appointing a proxy at some place or places other than
the place at which a meeting or adjourned meeting of shareholders is to be
held. They may as well from time to time pass regulations regarding
particulars of such instruments to be telegraphed, cabled, telexed or sent in
writing to the Company or any agent of the Company for the purpose of receiving
such particulars. These regulations may provide that any instrument appointing
a proxyholder so lodged may be voted upon as though the instruments themselves
were produced at the meeting or adjourned meeting in case of adjournment, and
votes given in accordance with such regulations shall be valid and shall be
counted. The chairman of any meeting of shareholders may, subject to
regulations, if any, made as aforesaid, in his discretion accept telegraphic,
telex, cable or written communication as to the authority of anyone claiming to
vote on behalf of and to represent a shareholder notwithstanding that no
instrument of proxy conferring such authority has been lodged with the Company.
Any votes given in accordance with such communications accepted by a chairman
of the meeting shall be counted.
SECTION 9.10 ADJOURNMENT. The chairman of the meeting may with the consent
of the meeting adjourn any meeting of shareholders from time to time to a fixed
time and place. If a meeting of shareholders is adjourned by one or more
adjournments for less than thirty (30) days, it is not necessary to give notice
of the adjourned meeting other than by announcement at the earlier meeting that
is adjourned. If a meeting of shareholders is adjourned by one or more
adjournments for an aggregate of thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting.
Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. The persons
who formed a quorum at the original meeting are not required to form a quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith
after its adjournment. Any business may be brought before or dealt with at any
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling same.
SECTION 9.11 QUORUM. Unless otherwise required by the Act, the articles or
any other by-law, one or more persons present and holding or representing by
proxy at least one (1) issued share of the Company entitled to vote at the
meeting shall constitute a quorum of any meeting of shareholders for the
choice of a chairman of the meeting and for the adjournment of the meeting.
For all other purposes, one or more persons present and holding or representing
by proxy not less than fifty-one percent (51%) of the shares entitled to vote
at the meeting shall constitute a quorum for such a meeting.
SECTION 9.12 RESOLUTION IN WRITING IN LIEU OF MEETING. A resolution in
writing signed by all the shareholders entitled to vote on that resolution at a
meeting of shareholders is as valid as if it had been passed at a meeting of
the shareholders.
A copy of every such resolution shall be kept with the minutes of the
meetings of shareholders.
SECTION 9.13 PARTICIPATION BY TELEPHONE. The shareholders of the Company
that has not made a distribution to the public of its securities may
participate and vote at a shareholders' meeting by any means allowing all the
participants to communicate with each other.
ARTICLE TEN
SHARES
SECTION 10.01 ALLOTMENT. The board of directors may from time to time allot
or grant options to purchase the whole or any part of the authorized and
unissued shares of the capital of the Company, including any shares created by
an amendment to the articles increasing or otherwise varying the capital of the
Company, to such person or persons or class of persons as the board of
directors shall, by resolution, determine.
SECTION 10.02 CALLS. The board of directors may, by resolution, make calls
upon the shareholders in respect of any moneys unpaid on the whole or any part
of shares held or subscribed by them, at the times and in the manner required
or permitted by the Act, the articles or the by-laws.
A call shall be deemed to have been made at the time when the
resolution of the board of directors authorizing such call was passed. If a
shareholder fails to pay any call due by him, on or before the day appointed
for the payment thereof, he shall be liable to pay interest thereon at the rate
of six percent (6%) per annum on the sum due from the date appointed for the
payment of such call to the time of actual payment.
The directors may, if they think fit, receive from any shareholder
willing to advance the same, all or any part of the amounts due on shares held
by such shareholder, in addition to amounts then actually owing by virtue of a
call or calls on shares held by him. The Company may pay interest at a rate
not exceeding eight percent (8%) per annum as may be agreed between the
directors and the shareholders who pay such sums in advance, on the moneys so
paid in advance, or so much thereof as, from time to time exceeds the amount of
the call then made upon the shares in respect of which the advance payment was
made.
However, if after a call is made and notice thereof is given to the
shareholder as prescribed by the resolution of the directors authorizing such
call, the call is not paid within such time as the directors prescribe by the
said resolution, the directors may, in their discretion, by resolution to that
effect and duly recorded in the minutes, summarily declare forfeited such share
or shares for which the amount called has not been paid and the same shall
thereupon become the property of the Company and may be disposed of as the
directors may prescribe. However, notwithstanding such forfeiture, the holder
of such shares at the time of the forfeiture shall continue to be liable
towards the then creditors of the Company, for the total amounts unpaid on such
shares at the time of the forfeiture, less the amounts which are subsequently
received by the Company in respect thereof.
Instead of declaring any share or shares forfeited, the directors
may, if they see fit, enforce payment of all calls, and interest thereon, by
action in any court of competent jurisdiction, the whole as prescribed by the
Act.
SECTION 10.03 SHARE CERTIFICATES. Share certificates (and the form of stock
transfer power on the reverse side thereof) shall be in such form and signed by
such director(s) and/or officer(s) as the board of directors may from time to
time by resolution determine.
SECTION 10.04 REGISTRAR AND TRANSFER AGENTS. The board of directors may
provide for the registration of securities issued as well as the registration
of transfers of securities of the Company in one or several places. The board
of directors may from time to time by resolution appoint or remove one or more
registrars and/or branch registrars (which may but need not be the same person)
to keep the register of securities and/or holders. The board of directors may
also appoint one or more transfer agents and/or branch transfer agents (which
may but need not be the same person) to keep the registers of securities
and/or transfers. All certificates issued after any such appointment
representing securities issued by the Company and in respect of the class for
which such appointment has been made shall be countersigned by or on behalf of
the said registrar transfer agent of such securities as the case may be.
SECTION 10.05 TRANSFERS. All transfers of shares of the capital of the
Company and all pertinent information relating thereto shall be registered in
the register of transfers. Registration of a transfer of shares of the capital
of the Company in the register of transfers held at the head office of the
Company or elsewhere as provided for in the by-laws, shall constitute a
complete and valid transfer. Subject to any provision to the contrary
contained in the Act, no transfer of shares of the capital of the Company shall
be valid for any purpose until entry thereof is duly made in the register of
transfers or in a branch register of transfers. The directors may refuse to
register any transfer of shares belonging to any shareholder who is indebted
to the Company. A share may not be transferred without the consent of the
directors if its price has not been fully paid. No share shall be transferable
until all calls payable thereon up to the time of transfer have been fully
paid.
SECTION 10.06 SURRENDER OF SHARE CERTIFICATES. No transfer of a share issued
by the Company shall be recorded or registered unless and until the certificate
representing the share to be transferred has been surrendered and cancelled or,
if no certificate has been issued by the Company in respect of such share,
unless and until a duly executed share transfer power in respect thereof has
been presented for registration.
SECTION 10.07 REPLACEMENT OF CERTIFICATES. Where a shareholder declares under
oath to the Company or the registrar, a branch registrar, transfer agent or a
branch transfer agent of the Company, that the share certificate which he held
has been destroyed, stolen or lost, and describes the circumstances under
which this occurred, and provides, if so required, a bond against any loss for
which the Company may be held responsible with regard to the issue of a new
certificate, the president, or vice-president, the secretary or the treasurer,
may issue a new certificate in replacement of the one which has been destroyed,
stolen or lost.
ARTICLE ELEVEN
DIVIDENDS
SECTION 11.01 Subject to the provisions of the Act, 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.
As long as the Company pays interest on any amounts received in
advance on shares in addition to amounts due by virtue of a call or calls, such
amounts shall not be deemed paid on the said shares.
Before declaring a dividend or a distribution of profits of the Company,
the directors may transfer such sums as they may in their discretion decide to
one or several reserve funds which may be used at the discretion of the
directors for all purposes for which the profits of the Company may be legally
applied.
ARTICLE TWELVE
NOTICES
SECTION 12.01 NOTICE TO JOINT SHAREHOLDERS. If two (2) or more persons are
registered as joint holders of any share, any notice shall be addressed to all
of such joint holders but notice to one of such persons shall be sufficient
notice to all of them.
SECTION 12.02 PERSONS BECOMING ENTITLED BY TRANSFER OR OPERATION OF LAW.
Every person who by operation of law, transfer or by any other means whatsoever
shall become entitled to any shares in the capital of the Company shall be
bound by every notice or other document in respect of such shares which prior
to his name and address being entered on the records of the Company shall have
been duly given to the person or persons from whom he derives his title to such
shares.
SECTION 12.03 DECEASED SHAREHOLDERS. Any notice or other document delivered
or sent by post or left at the address of any shareholder as the same appears
in the records of the Company shall, notwithstanding that such shareholder be
then deceased and whether or not the Company has notice of his decease, be
deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other person
is entered in his stead in the records of the Company as the holder or one of
the holders thereof. Such service shall for all purposes be deemed a
sufficient service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.
SECTION 12.04 SIGNATURES TO NOTICES. The signature of any director or officer
of the Company to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.
SECTION 12.05 COMPUTATION OF TIME. Where a given number of days, notice or
notice extending over any period is required to be given under any provisions
of the articles or by-laws of the Company, the day of service or posting of the
notice shall, unless it is otherwise provided, be counted in such number of
days or other period and such notice shall be deemed to have been given or sent
on the day of service or posting.
A notice or other document served by post by the Company on a
shareholder shall be held to be served at the time when the registered or
certified letter containing it would be delivered in the ordinary course of
post, and to prove the fact and time of service it shall be sufficient to prove
that such letter was properly addressed and put into the post office at the
time when it was put in and the time required for its delivery in the ordinary
course of post.
ARTICLE THIRTEEN
AUDITOR
SECTION 13.01 Subject to sections 123.98 to 123.100 of the Act, an auditor
shall be appointed each year by the shareholders at their first meeting and at
every subsequent annual meeting. The remuneration of the auditor shall be set
by the shareholders or by the directors when this power has been delegated to
them by the shareholders. No director or officer of the Company may be
appointed as auditor. If the auditor ceases to exercise his functions for any
reason before the end of his term, the directors may fill the vacancy and
appoint a replacement auditor who shall act as auditor until the annual meeting
of shareholders next following his appointment.
ARTICLE FOURTEEN
CHEQUES, DRAFTS, NOTES
SECTION 14.01 All cheques, drafts or orders for the payment of money and all
notes, acceptances and bills of exchange shall be signed by such officer or
officers or other person or persons, whether or not officers of the Company,
and in such manner as the board of directors may from time to time determine by
resolution.
ARTICLE FIFTEEN
CUSTODY OF SECURITIES
SECTION 15.01 All securities (including warrants) owned by the Company shall
be lodged (in the name of the Company) with a chartered bank or a trust company
or in a safety deposit box or with such other financial institution or in such
other manner as may be determined from time to time by the proper officers of
the Company.
ARTICLE SIXTEEN
EXECUTION OF CONTRACTS
SECTION 16.01 Deeds, contracts, documents, or instruments in writing requiring
the signature of the Company may be signed by one (1) person alone who holds
the office of chairman of the board, president, vice-president, director,
secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by by-law or by resolution of the board. In addition, the board
of directors may from time to time direct the manner in which the person or
persons by whom any particular instrument or class of instruments may or shall
be signed.
Any signing officer may affix the corporate seal (if any) to any
contract, document or instrument requiring the same.
The term contracts, documents or instruments in writing as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or
moveable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignment of shares,
warrants, bonds, debentures or other securities and all other writings.
In particular, one person alone who holds the office of chairman of
the board, president, vice-president or director, secretary, treasurer,
assistant-secretary or assistant-treasurer or any other office created by by-
law or by resolution of the board is hereby authorized to sell, assign,
transfer, exchange, convert or convey all shares, bonds, debentures, rights,
warrants or other securities owned by or registered in the name of the Company
and to sign and execute (under the seal of the Company or otherwise) all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying or enforcing or exercising any voting
rights in respect of any such shares, bonds, debentures, rights, warrants or
other securities.
Where the Company has only one director and officer, being the same
person, that person may perform the functions and exercise the powers
contemplated by this paragraph.
The signature or signatures of any officer or director of the Company
and/or of any other officer or officers, person or persons appointed as
aforesaid by resolution of the board of directors may, if specifically
authorized by resolution of the board of directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon all contracts, documents
or instruments in writing or bonds, debentures or other securities of the
Company executed or issued by or on behalf of the Company.
All contracts, documents or instruments in writing or bonds,
debentures or other securities of the Company on which the signatures of any of
the foregoing officers, directors or persons shall be so reproduced, shall be
deemed to have been duly signed by such officers, and as valid to all intents
and purposes as if they had been signed manually. These documents are valid
notwithstanding that any of the officers, directors or persons whose signature
is or are so reproduced may have ceased to hold office at the date of the
delivery or issue of such contracts, documents or instruments in writing or
bonds, debentures or other securities of the Company.
ARTICLE SEVENTEEN
DECLARATIONS
SECTION 17.01 The chairman of the board, if any, the president of the Company,
any vice-president, secretary and/or treasurer, the assistant-secretaries
and/or assistant-treasurers, comptroller, accountant, chief clerk, or any other
officer or person authorized by an officer of the Company, is authorized and
empowered to appear and make answer for the Company to all writs, orders and
interrogatories upon articulated facts issued out of any court, to declare for
and on behalf of the Company any answer to writs of attachment by way of
garnishment in which the Company is garnishee, to make all affidavits and sworn
declarations in connection therewith or in connection with any or all judicial
proceedings to which the Company is a party, to make demands of abandonment or
petitions for winding up or bankruptcy orders upon any debtor of the Company,
to attend and vote at all meetings of creditors of any of the Company's debtors
and grant proxies in connection therewith, and to generally do all such things
in respect thereof as he deems to be in the best interests of the Company.
ARTICLE EIGHTEEN
AMENDMENTS TO BY-LAWS
SECTION 18.01 The board of directors may from time to time repeal, amend, or
re-enact the 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 require, under the provisions of the Act, to be approved or
sanctioned 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.
ARTICLE NINETEEN
BORROWING OF MONEY BY THE COMPANY
SECTION 19.01 The 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) hypothecate the immovable and movable property or otherwise affect
the movable property 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.
SECTION 19.02 DELEGATION. The board 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 all or any of the powers conferred on the board by section 19.01
or by the Act to such extent and in such manner as the board 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 TWENTY
SPECIAL POWERS OF DIRECTORS
SECTION 20.01 The board of directors of the Company may from time to time
purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise
dispose of stock, rights, warrants, options, debentures, lands, buildings, and
other property, moveable and immoveable, and grant any right or privilege on
the property of the Company for such considerations and upon such terms and
conditions as they may deem advisable. Without limiting the generality of the
foregoing, by this article the directors expressly authorize the Company to
utilize, in whole or in part, its funds for the purchase of shares of other
companies.
ENACTED ON MARCH 31, 1994.
CONFIRMED ON MARCH 31, 1994.
T. L. Hammond
T. L. Hammond
President
D. Michael Jones
D. Michael Jones
Secretary
BY-LAW TWO
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 and
deleting the limitations on the public distribution of the Company's
securities, such change and deletion to become effective as of January 1, 1996:
1. THAT the Company file the articles of amendment with the
Inspecteur general des institutions financieres, in order to obtain a
certificate of amendment changing its corporate name from "Systemes
Graphiques Southern-Canada, Ltee/Southern Graphic Systems-Canada, Ltd." to
"Societe Canadienne de Metaux Reynolds, Ltee/Canadian Reynolds Metals
Company, Ltd." and deleting the limitations on the public distribution of
the Company's securities set forth in Section 8 of its Articles of
Incorporation, such change and deletion to become effective as of 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.