EXHIBIT 4.16
SOCIETE CANADIENNE DE METAUX REYNOLDS, LTEE/
CANADIAN REYNOLDS METALS COMPANY, LTD.
GENERAL BY-LAW NO. 1
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
(if any), 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 year of the Company shall end on the
31st day of December in each year, or on such other date 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 at which a quorum is present 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 shareholders 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. The
president shall be a director.
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) and
may affix and attest such seal to any instrument whose execution
under seal shall have been duly authorized. 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
INDEMNIFICATION
SECTION 8.01 STATUTORY INDEMNIFICATION. The Company shall
indemnify each person who is entitled to indemnification under
Sections 2150, 2151 and 2154 of the Civil Code of Quebec (Q.S.
1991, c.64) and/or Sections 123.87 to 123.89 of the Act, as the
same may be amended or re-enacted from time to time, to the
fullest extent possible thereunder. In addition to the foregoing
and to the extent permitted by law, the Company shall also
indemnify each person who is entitled to indemnification in
accordance with Sections 8.02 to 8.07 of this Article
SECTION 8.02 INDEMNIFICATION IN THIRD PARTY ACTIONS. 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, 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 corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise
taxes or penalties, and amounts paid or to be paid in settlement)
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, if he or she had
reasonable cause to believe his or her conduct was in conformity
with the law, except that no indemnification shall be made in
respect of any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the board of directors of the Company. The termination of any
action, suit 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 act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding,
did not have reasonable cause to believe that his or her conduct
was in conformity with the law.
SECTION 8.03 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 co
rporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, 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 person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Company and except that no
indemnification shall be made in respect of (a) any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which or such court shall deem proper, or (b) any proceeding (or
part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the board of directors of the
Company.
SECTION 8.04 INDEMNIFICATION AS OF RIGHT. To the extent that a
director, officer, employee or agent of the Company has been su
ccessful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 8.02 and 8.03 of this
Article, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
SECTION 8.05 DETERMINATION OF INDEMNIFICATION. Any
indemnification under Sections 8.02 and 8.03 of this Article
(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 the
applicable standard of conduct set forth in such Sections 8.02
and 8.03. Such determination shall be made (a) by the board of
directors (the board) 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
stockholders.
SECTION 8.06 ADVANCE FOR EXPENSES. Expenses (including
attorneys' fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall
be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Company as authorized in
this Article.
SECTION 8.07 GENERAL PROVISIONS.
(a) All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the Company
under Section 8.05 of this Article shall be repaid (i) in case
the person receiving such advance is ultimately found, under
the procedure set forth in this Article, 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.
(b) The Company may indemnify each person, though he or she is
not or was not a director, officer, employee or agent of the
Company, who served at the request of the Company on a co
mmittee 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 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.
(c) The provisions of this Article shall be applicable to
appeals. References to "serving at the request of the Company"
shall include without limitation any service as a director,
officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its partic
ipants or beneficiaries. A person who acted in good faith and
in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Company."
(d) If any section, subsection, paragraph, sentence, clause,
phrase or word in this Article 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 and advancement of expenses provided
by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders 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 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 shareholders, whether
signatories to the requisition or not, who hold not less than one-
tenth (1/10) 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 articles
so provide for it, or failing a provision in the articles 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 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.
Unless otherwise required by the Act, the articles of the Company
or these by-laws, questions arising at any meeting of
shareholders at which a quorum is present for the purposes of the
matter being considered shall be decided by a majority of votes
cast.
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 or, if after the adjournment a new record date
is fixed for the adjourned meeting, 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. So long as the
Company has not made a distribution of its securities to the
public, the shareholders of the Company 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
RECORD DATE
SECTION 12.01 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 capital stock
shall go into effect, or a date in connection with obtaining such
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 stock, 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, notwith-
standing any
transfer of any stock on the books of the corporation 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 THIRTEEN
NOTICES
SECTION 13.01 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 13.02 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 13.03 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 13.04 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 13.05 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 FOURTEEN
AUDITOR
SECTION 14.01 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 FIFTEEN
CHEQUES, DRAFTS, NOTES
SECTION 15.01 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 SIXTEEN
CUSTODY OF SECURITIES
SECTION 16.01 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 SEVENTEEN
EXECUTION OF CONTRACTS
SECTION 17.01 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 corporation,
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 at which the contract or transaction is
authorized if:
(a) 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 and the board of
directors 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
(b) 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.
ARTICLE EIGHTEEN
DECLARATIONS
SECTION 18.01 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 NINETEEN
AMENDMENTS TO BY-LAWS
SECTION 19.01 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 TWENTY
BORROWING OF MONEY BY THE COMPANY
SECTION 20.01 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 20.02 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 20.01 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-ONE
SPECIAL POWERS OF DIRECTORS
SECTION 21.01 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, 1997.
CONFIRMED ON MARCH 31, 1997.
Paul Ratki
Paul Ratki
President
D. Michael Jones
D. Michael Jones
Vice President, General Counsel
and Assistant Secretary
CANADIAN REYNOLDS METALS COMPANY, LTD./
SOCIETE CANADIENNE DE METAUX REYNOLDS, LTEE
BY-LAW 1997-1
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:
1. THAT the Company files the articles of amendment with the
Inspecteur general dees institutions financieres, in order to
obtain a certificate of amendment amending Appendix 1 referred to
in Item 5 of the Articles of Incorporation forming part of the
Certificate of Incorporation dated March 31, 1994 by deleting
Sections II. (d) and II. (e): and
2. 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.
Adopted: September 23, 1997
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