BY-LAW NO. 1
A by-law relating generally to the transaction
of the business and affairs of
CANADIAN DRAWN STEEL COMPANY INC.
CONTENTS
Part Description
I - Interpretation
II - Business of the Corporation
III - Borrowing and Securities
IV - Directors
V - Committees
VI - Officers
VII - Protection of Directors, Officers and Others
VIII - Shares
IX - Dividends and Rights
X - Meetings of Shareholders
XI - Notices
XII - Effective Date
BE IT ENACTED as a by-law of CANADIAN DRAWN STEEL COMPANY INC. (hereinafter
referred to as the "Corporation") as follows:
PART I
INTERPRETATION
1.01 Definitions. In the by-laws of the Corporation, unless the context
otherwise requires:
"Act" means the Canada Business Corporations Act, and any statute that may be
substituted therefor, as from time to time amended;
"appoint" includes "elect" and vice versa;
"articles" means the articles of incorporation of the Corporation as from time
to time amended or restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation from time
to time in force and effect;
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"meeting of shareholders" includes an annual meeting of shareholders and a
special meeting of shareholders; "special meeting of shareholders"
includes a meeting of any class or classes of shareholders and a special
meeting of all shareholders entitled to vote at an annual meeting of
shareholders;
"non-business day" means Saturday, Sunday and any other day that is a holiday as
defined in the Interpretation Act (Canada);
"recorded address" means in the case of a shareholder his address as recorded in
the securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holding or
the first address so appearing if there are more than one; and in the case
of a director, officer, auditor or member of a committee of the board, his
latest address as recorded in the records of the Corporation;
"signing officer" means, in relation to any instrument, any person authorized to
sign the same on behalf of the Corporation by section 2.03 or by a
resolution passed pursuant thereto;
"unanimous shareholder agreement" means a written agreement among all the
shareholders of the Corporation, or among all such shareholders and a
person who is not a shareholder, or a written declaration of the
beneficial owner of all of the issued shares of the Corporation, that
restricts, in whole or in part, the powers of the directors to manage the
business and affairs of the Corporation, as from time to time amended;
save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and
words importing the singular number include the plural and vice versa; words
importing the masculine gender include the feminine and neuter genders;
and words importing persons include individuals, bodies corporate,
partnerships, trusts and unincorporated organizations.
PART II
BUSINESS OF THE CORPORATION
2.01 Corporate Seal. The Corporation may have one or more different corporate
seals which may be adopted or changed from time to time by the board, on which
the name of the Corporation appears in the language or one or more of the
languages set out in the articles.
2.02 Financial Year. The financial year of the Corporation shall end on such
day in each year as the board may from time to time by resolution determine.
2.03 Execution of Instruments. Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any officer or director. In addition, the board may from time to
time direct the manner in which and the person
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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 instrument. Any signing officer may certify a copy of any instrument,
resolution, by-law or other document of the Corporation to be a true copy
thereof.
2.04 Execution in Counterpart. Any articles, notice, resolution, requisition,
statement or other document required or permitted to be executed in several
documents of like form each of which is executed by all persons required or
permitted, as the case may be, to do so, shall be deemed to constitute one
document and to bear date as of the date of execution thereof by the last
person.
2.05 Banking Arrangements. The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.
2.06 Voting Rights in Other Bodies Corporate. The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such proxies, certificates
or other evidence shall be in favour of such persons or persons as may be
determined by the officers signing or arranging for them. In addition, the board
may from time to time direct the manner in which and the person or persons by
whom any particular voting rights or class of voting rights may or shall be
exercised.
2.07 Withholding Information from Shareholders. No shareholders shall be
entitled to discovery of any information respecting any details or conduct of
the Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by resolution
passed at a meeting of shareholders.
2.08 Creation and Consolidation of Divisions. The board may cause the business
and operations of the Corporation or any part thereof to be divided or to be
segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the board may consider appropriate in each
case. The board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the board may
consider appropriate in each case.
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2.09 Name of Division. Subject to compliance with law, any division or its
sub-units may be designated by such name as the board may from time to time
determine and may transact business under such name, provided that the
Corporation shall set out its corporate name in legible characters in all
contracts, invoices, negotiable instruments and orders for goods or services
issued or made by or on behalf of the Corporation.
2.10 Officers of Division. From time to time the board or, if authorized by the
board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The board or, if authorized by the board, the chief executive
officer, may remove at its or his pleasure any officer so appointed, without
prejudice to such officer's rights under any employment contract. Officers of
divisions or their sub-units shall not, as such, be officers of the Corporation.
PART III
BORROWING AND SECURITIES
3.01 Borrowing Power. Without limiting the borrowing powers of the Corporation
as set forth in the Act, but subject to the articles and any unanimous
shareholder agreement, the board may from time to time on behalf of the
Corporation, without authorization of the shareholders:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences
of indebtedness or guarantee of the Corporation, whether secured or
unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of the
Corporation to secure performance of any present or future indebtedness,
liability or obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired real or personal,
movable or immovable, property of the Corporation including book debts,
rights, powers, franchises and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or guarantee or any
other present or future indebtedness, liability or obligation of the
Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation. The board may from time to time delegate to a committee of the
board, a director or an officer of the Corporation or any other person as may be
designated by the board all or any of the powers conferred on the board by
section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of each such delegation.
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PART IV
DIRECTORS
4.01 Number of Directors and Quorum. Until changed in accordance with the Act,
the board shall consist of not less than the minimum and not more than the
maximum number of directors provided for in the articles. The directors or the
shareholders may by resolution from time to time determine the number of
directors to be elected at an annual meeting, within such minimum and maximum.
Subject to section 4.08, the quorum for the transaction of business at any
meeting of the board shall consist of a majority of the minimum number of
directors provided for in the articles or such greater number of directors as
the board may from time to time determine.
4.02 Qualification. Unless otherwise provided by the Act, a majority of the
directors shall be resident Canadians. No person shall be qualified for election
as a director if he is less than 18 years of age; if he is of unsound mind and
has been so found by a court in Canada or elsewhere; if he is not an individual;
or if he has the status of a bankrupt. A director need not be a shareholder.
4.03 Election and Term. The election of directors shall take place at the first
meeting of shareholders and at each annual meeting of shareholders and all the
directors then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall be
the number of directors then in office unless the directors or the shareholders
otherwise determine. The election shall be by resolution. If an election of
directors is not held at the proper time, the incumbent directors shall continue
in office until their successors are elected. Where the shareholders adopt an
amendment to the articles to increase the number or minimum number of directors,
the shareholders may, at the meeting at which they adopt the amendment, elect
the additional number of directors thereby authorized.
4.04 Removal of Directors. Subject to the provisions of the Act, the
shareholders may by resolution passed at a meeting specially called for such
purpose remove any director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the board.
4.05 Vacation of Office. A director ceases to hold office when he dies, is
removed from office by the shareholders acting pursuant to the Act, or ceases to
be qualified for election as a director, or earlier if he shall have submitted
his written resignation to the Corporation; in which last-mentioned event he
shall cease to hold office at the later of (i) the time when such written
resignation is sent or delivered to the Corporation and (ii) the time, if any,
specified in such written resignation as the effective time of such resignation.
4.06 Vacancies. Subject to the Act, a quorum of the board may fill a vacancy in
the board, except a vacancy resulting from an increase in the minimum number of
directors or from a failure of the shareholders to elect the minimum number of
directors. In the absence of a quorum of the board, or if the vacancy has arisen
from a failure of the shareholders to elect the minimum number of directors, the
board shall forthwith call a special meeting of shareholders to fill the
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vacancy. If the board fails to call such meeting or if there are no directors
then in office, any shareholder may call the meeting.
4.07 Action by the Board. Subject to any unanimous shareholder agreement, the
board shall manage the business and affairs of the Corporation. Subject to
sections 4.08 and 4.09, the powers of the board may be exercised by a meeting at
which the quorum is present or by resolution in writing signed by all the
directors entitled to vote on that resolution at a meeting of the board. Where
there is a vacancy in the board, the remaining directors may exercise all the
powers of the board so long as a quorum remains in office. Where the Corporation
has only one director, that director may constitute a meeting.
4.08 Canadian Majority. Unless otherwise provided by the Act, the board shall
not transact business at a meeting, other than filling a vacancy in the board,
unless a majority of the directors present are resident Canadians, except where
(a) a resident Canadian director who is unable to be present approves in
writing or by telephone or other communications facilities the business
transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that director
been present at the meeting.
4.09 Meeting by Telephone. If all the directors of the Corporation consent, a
director may participate in a meeting of the board or of a committee of the
board by means of such telephone or other communications facilities as permit
all persons participating in the meeting to hear each other, and a director
participating in such a meeting by such means is deemed to be present at the
meeting. Any such consent shall be effective whether given before or after the
meeting to which it relates and may be given with respect to all meetings of the
board and of committees of the board.
4.10 Place of Meetings. Meetings of the board may be held at any place in or
outside Canada.
4.11 Calling of Meetings. Meetings of the board shall be held from time to time
at such time and at such place as the board, the chairman of the board, the
managing director, the president or any two directors may determine.
4.12 Notice of Meeting. Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 11.01 to each director
not less than 48 hours before the time when the meeting is to be held. A notice
of a meeting of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including, if required by the Act, any proposal to:
(a) submit to the shareholders any question or matter requiring approval of
the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
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(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve a take-over bid circular or directors' circular;
(i) approve any annual financial statement; or
(j) adopt, amend or repeal by-laws.
4.13 First Meeting of New Board. Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.
4.14 Adjourned Meeting. Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
4.15 Regular Meetings. The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.
4.16 Chairman. The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman.
4.17 Votes to Govern. At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall be entitled to a second or casting
vote.
4.18 Declaration of Interest. A director or officer who is a party to, or who
is a director or officer of or has a material interest in any person who is a
party to, a material contract or proposed material contract with the Corporation
shall disclose the nature and extent of his interest at the time and in the
manner provided by the Act. Any such contract or proposed contract shall be
referred to the board or shareholders for approval even is such contract is one
that in the ordinary course of the Corporation's business would not require
approval by the board
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or shareholders, and a director interested in a contract so referred to the
board shall not vote on any resolution to approve the same except as provided by
the Act.
4.19 Remuneration and Expenses. Subject to any unanimous shareholder agreement,
the directors shall be paid such remuneration for their services as the board
may from time to time determine. The directors shall also be entitled to be
reimbursed for traveling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.
PART V
COMMITTEES
5.01 Committee of Board. The board may appoint one or more committees of the
board, however designated, and delegate to any such committee any of the powers
of the board except those which, under the Act, a committee of the board has no
authority to exercise. A majority of the members of such committee shall be
resident Canadians unless the Act permits otherwise.
5.02 Transaction of Business. Subject to the provisions of section 4.09, the
powers of a committee of the board may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside Canada.
5.03 Advisory Bodies. The board may from time to time appoint advisory bodies.
5.04 Procedure. Unless otherwise determined by the board, each committee and
advisory body shall have power to fix its quorum at not less than a majority of
its members, to elect its chairman and to regulate its procedure.
PART VI
OFFICERS
6.01 Appointment. Subject to any unanimous shareholder agreement, the board may
from time to time appoint a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), a secretary, a
treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed. The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not
be a director and one person may hold more than one office.
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6.02 Chairman of the Board. The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law assigned to the managing director or to the president, and he shall,
subject to the provisions of the Act, have such other powers and duties as the
board may specify. During the absence or disability of the chairman of the
board, his duties shall be performed and his powers exercised by the managing
director, if any, or by the president.
6.03 Chief Executive Officer. The board may from time to time also appoint a
chief executive officer. Subject to the authority of the board, the chief
executive officer shall have general supervision of the business and affairs of
the Corporation; and he shall, subject to the provisions of the Act, have such
other powers and duties as the board may specify. During the absence or
disability of the president, or if no president has been appointed, the managing
director shall also have the powers and duties of that office.
6.04 President. If appointed, the president shall be the chief operating
officer and, subject to the authority of the board, shall have general
supervision of the business of the Corporation; and he shall have such other
powers and duties as the board may specify. During the absence or disability of
the chief executive officer or if no chief executive officer has been appointed,
the president shall also have the powers and duties of that office.
6.05 Vice-President. A vice-president shall have such powers and duties as the
board or the chief executive officer may specify.
6.06 Secretary. The secretary, as and when requested to do so, shall attend and
be the secretary of all meetings of the board, shareholders and committees of
the board and shall enter or cause to be entered in records kept for that
purpose minutes of all proceedings thereat; he shall give or cause to be given,
as and when instructed, all notices to shareholders, directors, officers,
auditors and members of committees of the board; he shall be the custodian of
the stamp or mechanical device generally used for affixing the corporate seal of
the Corporation (if any) and of all books, papers, records, documents and
instruments belonging to the Corporation, except when some other officer or
agent has been appointed for that purpose; and he shall have such other powers
and duties as the board or the chief executive officer may specify.
6.07 Treasurer. The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the board whenever required an account of all his
transactions as treasurer and of the financial position of the Corporation; and
he shall have such other powers and duties as the board or the chief executive
officer may specify.
6.08 Powers and Duties of Other Officers. The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the board
or the chief executive officer may specify. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the board or the chief executive officer otherwise
directs.
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6.09 Variation of Powers and Duties. The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.
6.10 Term of Office. The board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed, or until his earlier resignation.
6.11 Terms of Employment and Remuneration. The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.
6.12 Declaration of Interest. An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with section 4.18.
6.13 Agents and Attorneys. The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to subdelegate) as may
be thought fit.
6.14 Fidelity bonds. The board may require such officers, employees and agents
of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the board may from time to time determine.
PART VII
PROTECTION OR DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability. No director or officer shall be liable for the
acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Act and the regulations thereunder or from
liability for any breach thereof.
7.02 Indemnity. Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or a person who acts or acted at the Corporations's request as a director or
officer of a body corporate of which the Corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably
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incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or such body corporate, if
(a) he acted honestly and in good faith with a view to the best interests of
the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Corporation shall also indemnify such person in such other circumstances as
the Act permits or requires. Nothing in this by-law shall limit the right of any
person entitled to indemnity apart from the provisions of this by-law.
7.03 Insurance. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in section 7.02 against such liabilities and
in such amounts as the board may from time to time determine and are permitted
by the Act.
PART VIII
SHARES
8.01 Allotment. Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as provided by the Act.
8.02 Commissions. The board may from time to time authorize the Corporation to
pay a commission to any person in consideration of his purchasing or agreeing to
purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
8.03 Registration of Transfers. Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with an endorsement,
which complies with the Act, made thereon or delivered therewith duly executed
by an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.05.
8.04 Transfer Agents and Registrars. The board may from time to time appoint
one or more agents to maintain, in respect of each class of securities of the
Corporation issued by it in registered form, a central securities register and
one or more branch securities registers. Such a
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person may be designated as transfer agent or registrar according to his
functions and one person may be designated both registrar and transfer agent.
The board may at any time terminate such appointment.
8.05 Lien for Indebtedness. If the articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
articles and to any unanimous shareholder agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, the Corporation
may refuse to register a transfer of the whole or any part of such shares.
8.06 Non-recognition of Trusts. Subject to the provisions of the Act, the
Corporation may treat the person in whose name a share is registered in the
securities register as the person exclusively entitled to vote, to receive
notices, to receive any dividend or other payments in respect of the share and
otherwise to exercise all the rights and powers of an owner.
8.07 Share Certificates. Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a share certificate, or to a
non-transferable written certificate of acknowledgment of his right to obtain a
share certificate, stating the number and class or series of shares held by him
as shown on the securities register. Such certificate shall be in such form as
the board shall from time to time approve. Any such certificate shall be signed
in accordance with section 2.03 and need not be under corporate seal; provided
that, unless the board otherwise determines, certificates in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing officers or, in the case of certificates which
are not valid unless countersigned by or on behalf of a transfer agent and/or
registrar, the signatures of both signing officers, may be printed or
mechanically reproduced in facsimile upon certificates and every such facsimile
signature shall for all purposes be deemed to be the signature of the officer
whose signature it reproduces and shall be binding upon the Corporation. A
certificate executed as aforesaid shall be valid notwithstanding that one or
both of the officers whose facsimile signature appears thereon no longer holds
office at the date of the issue of the certificate.
8.08 Replacement of Share Certificates. The board or any officer or agent
designated by the board may in its or his discretion direct the issue of a new
share certificate or certificate of acknowledgment in lieu of and upon
cancellation of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken on payment
of such fee, not exceeding $3, and on such terms as to indemnity, reimbursement
of expenses and evidence of loss and of title as the board may from time to time
prescribe, whether generally or in any particular case.
8.09 Joint Shareholders. If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for
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any dividend, bonus, return of capital or other money payable or warrant
issuable in respect of such share.
8.10 Deceased Shareholders. In the event of the death of a holder, or of one of
the joint holders, of any share, the Corporation shall not be required to make
any entry in the securities register in respect thereof or to make payment of
any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
PART IX
DIVIDENDS AND RIGHTS
9.01 Dividends. Subject to the provisions of the Act and the articles, the
board may from time to time declare dividends payable to the shareholders
according to their respective rights and interest in the Corporation. Dividends
may be paid in money or property or by issuing fully paid shares of the
Corporation.
9.02 Dividend Cheques. A dividend payable in money shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address, unless such holder otherwise directs. In the case of joint
holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all of such joint holders and mailed to them at their
recorded address. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.
9.03 Non-receipt of Cheques. In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.
9.04 Record Date for Dividends and Rights. The board may fix in advance a date,
preceding by not more than 50 days the date for the payment of any dividend or
the date for the issue of any warrant or other evidence of the right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, and notice of any such
record date shall be given not less than 7 days before such record date in the
manner provided by the Act. If no record date is so fixed, the record date for
the determination of the persons entitled to receive payment of any dividend or
to exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
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9.05 Unclaimed Dividends. Any dividend unclaimed after a period of 6 years from
the date on which the same has been declared to be payable shall be forfeited
and shall revert to the Corporation.
PART X
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings. The annual meeting of shareholders shall be held at such
time in each year and, subject to section 10.03, at such place as the board may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing an auditor and transacting such other
business as may properly be brought before the meeting.
10.02 Special Meetings. The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.
10.03 Place of Meetings. Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada.
10.04 Notice of Meetings. Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 11.01 not less
than 21 nor more than 50 days before the date of the meeting to each director,
to the auditor and to each shareholder who at the close of business on the
record date for notice is entered in the securities register as the holder of
one or more shares carrying the right to vote at the meeting. Notice of a
meeting of shareholders called for any purpose other than consideration of the
financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting.
10.05 List of Shareholders Entitled to Notice. For every meeting of
shareholders, the Corporation shall prepare within the time specified by the Act
a list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder
entitled to vote at the meeting. If a record date for the meeting is fixed
pursuant to section 10.06, the shareholders listed shall be those registered at
the close of business on such record date. If no record date is fixed, the
shareholders listed shall be those registered (a) at the close of business on
the day immediately preceding the day on which notice of the meeting is given,
or (b) on the day on which the meeting is held where no such notice is given.
The list shall be available for examination by any shareholder during the usual
business hours at the registered office of the Corporation or at the place where
the central securities register is maintained and at the meeting for which the
list was prepared.
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10.06 Record Date for Notice. The board may fix in advance a date, preceding the
date of any meeting of shareholders by not more than 50 days and not less than
21 days, as a record date for the determination of the shareholders entitled to
notice of the meeting, and notice of any such record date shall be given not
less than 7 days before such record date, by newspaper advertisement in the
manner provided in the Act. If no record date is so fixed, the record date for
the determination of the shareholders entitled to notice of the meeting shall be
(a) at the close of business on the day immediately preceding the day on which
the notice is given or (b) the day on which the meeting is held where no such
notice is given.
10.07 Meetings without Notice. A meeting of shareholders may be held at any time
and place permitted by the Act or the articles or the by-laws without notice or
on shorter notice than that provided for herein, and proceedings thereat shall
not be invalidated (a) if all the shareholders entitled to vote thereat are
present in person or represented or if those not so present or represented have
received notice, or before or after the meeting or the time prescribed for the
notice thereof, in writing waive notice of or accept short notice of such
meeting, and (b) if the auditors and the directors are present or if those not
present have received notice or, before or after the meeting or the time
prescribed for notice thereof, in writing waive notice of or accept short notice
of such meeting. If the meeting is held at a place outside Canada, shareholders
not present or represented, but who have waived notice of or accepted short
notice of such meeting, shall also be deemed to have consented to the meeting
being held at such place.
10.08 Chairman, Secretary and Scrutineers. The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed who is present at the meeting: president, managing director,
chairman of the board, or a vice-president who is a director. If no such officer
is present within 15 minutes from the time fixed for holding the meeting, the
persons present and entitled to vote shall choose one of their number to be
chairman. If the secretary of the Corporation is absent, the chairman shall
appoint some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by a resolution or by the chairman with the consent of the meeting.
10.09 Persons Entitled to Attend. The only persons entitled to attend a meeting
of shareholders shall be those entitled to vote thereat, the chairman of the
board (if any), the president, the directors and auditor of the Corporation and
others who, although not entitled to vote, are entitled or required under any
provision of the Act or the articles or by-laws to attend the meeting. Any other
person may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.
10.10 Quorum. Subject to the provisions of the Act, a quorum for the transaction
of business at any meeting of shareholders shall be persons present in person,
each being a shareholder entitled to vote thereat or a duly appointed
representative or proxyholder for an absent shareholder so entitled, being at
least 2 in number and holding or representing in the aggregate not less than 51%
of the outstanding shares of the Corporation entitled to vote at the meeting. If
a quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented may proceed with the business of the meeting
notwithstanding that a quorum is not present
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throughout the meeting. If a quorum is not present at the opening of any meeting
of shareholders, the shareholders present or represented may adjourn the meeting
to a fixed time and place but may not transact any other business.
10.11 Right to Vote. Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association, at any meeting of
shareholders for which the Corporation must prepare the list referred to in
section 10.05, every person who is named in such list shall be entitled to vote
the shares shown opposite his name except to the extent that, (a) where the
Corporation has fixed a record date in respect of such meeting, such person has
transferred any of his shares after such record date, or where the Corporation
has not fixed a record date in respect of such meeting, such person has
transferred any of his shares after the date on which such list is prepared, and
(b) the transferee, having produced properly endorsed certificates evidencing
such shares or having otherwise established that he owns such shares, has
demanded not later than 10 days before the meeting that his name be included in
such list. In any such excepted case the transferee shall be entitled to vote
the transferred shares at the meeting. At any meeting of shareholders for which
the Corporation has not prepared the list referred to in section 10.05, every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting.
10.12 Proxyholders and Representatives. Every shareholder entitled to vote at a
meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the meeting in
the manner and to the extent authorized and with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or his attorney
and shall conform with the requirements of the Act. Every such shareholder which
is a body corporate or association may by resolution of its directors or
governing body authorize an individual who need not be a shareholder to
represent it at a meeting of shareholders and such individual may exercise on
the shareholder's behalf all the powers it could exercise if it were an
individual shareholder. The authority of such an individual shall be established
by depositing with the Corporation a certified copy of such resolution, or in
such other manner as may be satisfactory to the secretary of the Corporation or
the chairman of the meeting.
10.13 Time for Deposit of Proxies. The board may specify in a notice calling a
meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time proxies to be
used at such meeting must be deposited. A proxy shall be acted upon only if,
prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, if it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.
10.14 Joint Shareholders. If two or more persons hold shares jointly, any one of
them present in person or represented at a meeting of shareholders may, in the
absence of the other or others, vote the shares; but if two or more of those
persons are present in person or represented and vote, they shall vote as one
the shares jointly held by them.
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10.15 Votes to Govern. At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
a majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a ballot, the chairman of the meeting shall
be entitled to a casting vote.
10.16 Show of Hands. Subject to the provisions of the Act any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried and an entry to that effect in the minutes of the
meeting shall be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.
10.17 Ballots. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require a ballot or any person present and entitled to vote on such
question at the meeting may demand a ballot. A ballot so required or demanded
shall be taken in such manner as the chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. If a ballot is taken each person present shall be entitled, in respect
of the shares which he is entitled to vote at the meeting upon the question, to
that number of votes provided by the Act or the articles, and the result of the
ballot so taken shall be the decision of the shareholders upon the said
question.
10.18 Adjournment. If a meeting of shareholders is adjourned for less than 30
days, it shall not be necessary to give notice of the adjourned meeting, other
than by announcement at the earliest meeting that is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.
10.19 Resolution in Writing. 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 unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditors in accordance with the Act.
10.20 Only One Shareholder. Where the Corporation has only one shareholder or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
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PART XI
NOTICES
11.01 Method of Giving Notices. Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; and a notice so sent by any means of transmitted or
recorded communication shall be deemed to have been given when dispatched or
delivered to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder, director, officer, auditor or member of a
committee of the board in accordance with any information believed by him to be
reliable.
11.02 Notice to Joint Shareholders. If two 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.
11.03 Computation of Time. In computing the date when notice must be given under
any provision requiring a specified number of days' notice of any meeting or
other event, the date of giving the notice shall be excluded and the date of the
meeting or other event shall be included.
11.04 Undelivered Notices. If any notice given to a shareholder pursuant to
section 11.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.
11.05 Omissions and Errors. The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board of
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
11.06 Persons Entitled by Death or Operation of Law. Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
11.07 Waiver of Notice. Any shareholder, proxyholder, other person entitled to
attend a meeting of shareholders, director, officer, auditor or member of a
committee of the board may at
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any time waive any notice, or waive or abridge the time for any notice, required
to be given to him under any provision of the Act, the regulations thereunder,
the articles, the by-laws or otherwise and such waiver or abridgement, whether
given before or after the meeting or other event of which notice is required to
be given, shall cure any default in the giving or in the time of such notice, as
the case may be. Any such waiver or abridgement shall be in writing except a
waiver of notice of a meeting of shareholders or of the board or of a committee
of the board which may be given in any manner.
PART XII
EFFECTIVE DATE
12.01 Effective Date. This by-law shall be effective when made by the board.
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THE FOREGOING BY-LAW is hereby passed by all of the directors
of the Corporation pursuant to the Canada Business Corporations Act as evidenced
by their signatures hereto.
DATED as of the 20th day of December, 1989.
/s/ Andrew W. Kingsmill /s/ John F.T. Warren
- ------------------------------ --------------------------------
Andrew W. Kingsmill John F.T. Warren
/s/ Gregory H. Parker
------------------------------
Gregory H. Parker
THE FOREGOING BY-LAW is hereby confirmed by the sole
shareholder of the Corporation pursuant to the Canada Business Corporations Act
as evidenced by the signature hereto of the sole shareholder.
DATED as of the 20th day of December, 1989.
BLISS & LAUGHLIN INDUSTRIES INC.
By: /s/ Gregory H. Parker
-------------------------------
Gregory H. Parker,
Chairman of the Board,
President and Chief
Executive Officer