Exhibit 3.4
BY-LAWS PRODIJEUX
BYLAW # 1
GENERAL BYLAW CONCERNING THE BUSINESS OF THE COMPANY
1.0 INTERPRETATION
Unless otherwise indicated in the text of the present Bylaw, the following
should be interpreted in conformity with the Companies Act (R.S.Q. c.
C-38), and includes any subsequent amendment thereof and any statute
enacted in replacement thereof, hereinafter the "Act".
The term "Articles" in the present Bylaw refers to the articles of
incorporation of the Company and to any articles of amendment thereto
subsequently filed with the Inspector General of Companies.
The words and expressions defined in the Act have the same meaning for
purposes of this Bylaw.
The singular includes the plural and the plural includes the singular, and
any word susceptible of containing gender is deemed to include the
masculine and the feminine.
Any words referring to persons are deemed to include individuals,
incorporated and non-incorporated companies, companies, corporations,
trusts and unincorporated entities.
Should any provision of this Bylaw or any bylaw of the Company conflict
with or derogate from the provisions of a "Unanimous Shareholders'
Agreement" within the meaning of art. 123.91 of the Act, the provisions of
such Unanimous Shareholders' Agreement take precedence.
2.0 ORGANISATION OF THE COMPANY
2.1 Administrative decisions
The board of directors establishes, via resolution:
(a) the address of the head office of the Company within the
limits of the judicial district indicated in the Articles;
(b) the form and content of the seal of the Company;
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(c) the date envisioned for the fiscal year-end of the Company;
2.2 Representation of the Company
Each director or any other person designated by the board of
directors is authorised and has the power to:
(a) represent the Company for any writ of seizure before or after
judgement that may be served upon him;
(b) prepare affidavits which may be necessary in case of
oppositions or other judicial proceedings;
(c) make any demand for dissolution or winding-up of the Company
or any motion to place in bankruptcy any debtor of the
Company;
(d) be present and to vote in creditors' meetings and to grant
proxies in such instances;
(e) answer any questions with regard to the facts and
circumstances that might be necessary in any litigation
involving the Company. The board of directors may, by
resolution, name any person to represent the Company at any
particular instance with regard to any other matters.
3.0 SHAREHOLDERS' MEETINGS
3.1 Annual meeting
At the end of each fiscal year, within the time period prescribed by
the Act, an annual meeting of shareholders must be held at such time
and date as is determined each year by the board of directors, in
order to review the financial statements of the Company, elect board
members and, if necessary, review the auditor's report as well as
nominate new auditors or renew the term of the current auditor.
3.2 Place of meeting
Meetings of shareholders of the Company are held at the head office
of the Company or at any other place as determined by the board of
directors.
3.3 Notice of meeting
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Notice of date, time, place and the nature of any special business
to be submitted at the annual meeting must be sent to each
shareholder of the Company possessing the right to vote at such
meeting, to each director and to the auditor of the company. Such
notice must be sent no less than ten (10) days before the holding of
such meeting.
3.4 Waiver of notice
Any shareholder and any other person permitted to attend such
meeting may renounce the right to receive notice of such meeting or
consent to the holding of such meeting; the presence of any persons
at a shareholders' meeting is deemed to constitute a renunciation of
notice, except if such person is present in order to oppose any
order of business to be conducted or to challenge the legality of
the convening of the meeting.
3.5 Meeting without notice
A meeting of shareholders may be held without notice at any time and
place permitted by the Act:
(a) if all shareholders having the right to vote at such meeting
are present in person or by proxy or if all persons not
present in person or by proxy have renounced in writing the
notice of convening or otherwise consented to the holding of
the meeting; and
(b) if the auditor and all the directors are present or have
renounced in writing the notice of convening or otherwise
consented to the holding of the meeting.
3.6 Quorum
At any meeting of shareholders, quorum exists where there is
present, in person or by proxy, a majority of voting shares in the
share-capital of the Company.
3.7 Right to vote
Subject to the Articles of the Company, each shareholder having the
right to vote at a meeting of shareholders, and who is present in
person or by proxy, has the right to one vote for each share to
which is attached the right to vote as registered in his name in the
book of the Company.
3.8 Proxies
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Every shareholder having the right to vote at a meeting of
shareholders may name an authorized representative, who is not
required to be a shareholder of the Company, to attend the meeting
and to act thereat in the manner and according to the limits of the
mandate indicated in the proxy. The authorized representative must
be empowered in writing, under the signature of the shareholder
naming the authorized representative or his attorney, authorised in
writing, and in conformity with the Act.
3.09 Filing of proxies
The board of directors may determine in a notice of convening of a
meeting of shareholders a date at least forty-eight (48) hours prior
to the date of the meeting, not including holidays, as the date by
which proxies to be used at the said meeting must be filed.
A proxy is only valid for purposes of a meeting if, before the
above-mentioned date, it has been filed with the Company or its
designated representative before the convening of the meeting or, if
no date was specified in the notice, given to the Secretary of the
Company or the chair of the meeting before the time established for
the vote.
3.10 Majority
Subject to the provisions of the Act, the Articles, a Unanimous
Shareholders Agreement or any other bylaw of the Company, any
question submitted to a meeting of shareholders is to be decided by
a majority of votes cast on the question.
In the event of a tie, neither the Chair of the meeting, nor any
director or officer has the right to a deciding vote.
3.11 Voting by show of hands
During a meeting of shareholders, voting is conducted through the
raising of hands unless a shareholder or an authorized
representative having the right to vote at such meeting demands a
vote by secret ballot and such proposition is approved by a majority
of votes.
3.12 Resolution binding the meeting
Unless otherwise stated in the Act, a written resolution carrying
the signature of all shareholders having the right to vote on the
said resolution at a meeting of shareholders is also valid and has
the same effect as if it was adopted during a meeting of
shareholders.
3.13 Sole shareholder
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If the Company has but one shareholder or one holder of a category
or series of shares, such shareholder, present in person or by
proxy, constitutes a meeting.
4.0 BOARD OF DIRECTORS
4.1 Composition
Subject to Art. 123.73 of the Act, the board of directors is
comprised of directors who must possess the characteristics required
of them by the meeting of shareholders, as the case may be.
The number of directors sitting on the board is determined annually
by the shareholders, within the limits imposed by the Article of the
Company.
4.2 Quorum
The presence of a majority of directors or the minimum number of
directors set forth in the Articles constitutes quorum at any
meeting of the board of directors, subject to any resolution to the
opposite effect adopted by the shareholders of the Company.
4.3 Election and length of mandate
The election of directors takes place at the first meeting of
shareholders and, following, at each annual meeting of shareholders.
All sitting directors must vacate but remain eligible for
reelection. If the election of directors is not held at the time
indicated, the sitting directors continue their mandate until their
successors are elected.
4.4 Revocation
Subject to the provisions of the Act, the shareholders may, by
ordinary resolution adopted at a special meeting duly convened for
such purpose, revoke the mandate of any director.
4.5 Vacancy
Any vacancy on the board of directors arising due to the death,
resignation, revocation or loss of characteristics required of a
director, except for a vacancy resulting from an increase in the
number of directors, may be filled by the board of directors,
provided that quorum exists, by the sitting directors or, if
impossible, by a meeting of shareholders.
4.6 Powers of the board
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Subject to any Unanimous Shareholders' Agreement, the board
administers the business and affairs of the Company. Subject to
Article 4.10 of this Bylaw, the board of directors exercises its
powers via resolutions adopted at a meeting in the presence of
quorum or via written resolutions signed by all directors having the
right to vote on such resolutions at a meeting of the board of
directors.
4.7 Calling of meetings
Meetings of the board of directors may be called by any director of
the Company.
4.8 Notice of meetings
A notice of convocation specifying the date, time and place of the
meeting, as well as the business to be transacted at the meeting
must be sent by mail, hand delivered or sent by telegraph to each
director at least ten (10) days prior to the holding of the meeting.
4.9 Renunciation of notice
A director may at any time and in any manner renounce his right to
notice of a meeting of the board of directors or otherwise consent
to such meeting; the presence of a director at a meeting of the
board of directors constitutes a renunciation of notice except where
the director is present specifically to object to the business to be
conducted at such meeting for the reason that the meeting was not
properly convened.
4.10 Participation by telephone
A director may, provided that all directors of the Company consent,
participate in a meeting of directors with the assistance of
telecommunication equipment permitting all persons participating in
such meeting to communicate with one another and in so doing, a
director is deemed to attend at such meeting.
4.11 Resolution binding the meeting
Any written resolution signed by all of the directors authorised to
vote on such a resolution at a meeting of directors is deemed valid
as if it was adopted at such meeting.
4.12 Votes
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Each director has the right to one vote. Any question brought before
a meeting of the board of directors must be decided by a majority of
votes on such question and even in the event of a tie, the chair
does not have a second or deciding vote.
4.13 Sole director
If the Company has but one director, such director constitutes the
board of directors.
4.14 Remuneration and expenses
Subject to any Unanimous Shareholders' Agreement, directors receive
as consideration for their service such remuneration as is
determined from time to time by the board of directors. Directors
have the right to be reimbursed for all reasonable expenses incurred
in the performance of their duties. Nothing in this Bylaw has the
effect of preventing a director from occupying a position or
performing a duty for the Company and receiving remuneration as a
result.
5.0 OFFICERS
5.1 Nomination
Subject to the Article or any Unanimous Shareholders' Agreement, the
board of directors may, annually or when required, name a president,
one or more vice-presidents, a secretary, one or more assistant
secretaries, a treasurer and one or more assistant treasurers. None
of these officers is required to be a director of the Company. Where
the same person holds the position of secretary and treasurer, that
person shall be identified as the secretary-treasurer.
5.2 Powers
Subject to the Articles of the Company, the Bylaws and any
resolution of the board of directors on this matter, officers
possess all of the powers and assume all of the responsibilities
normally undertaken by the holders of such positions.
5.3 Other officers
The board may, where it deems it necessary to do so, create other
positions and name officers, employees or agents to fill them at its
discretion, such persons to exercise the powers and perform the
duties that the board establishes by resolution.
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5.4 Joining of offices
The same person may hold two or more offices in the Company.
5.5 Term of duty
Officers occupy their positions from the day of their nomination
until the time of their replacement.
5.6 Resignation and removal
Any officer may resign at any time by remitting his resignation in
writing to the board of directors. Any officer may removed at any
time, with or without reason, by a resolution adopted by a majority
of directors, subject, however, to any contract that might bind the
Company and the officer.
5.7 Delegation of the powers of an officer
In the case of absence, incapacity or refusal to act by an officer
of the Company, or for any reason that the board of directors deems
sufficient, the board may delegate, for the time necessary, some or
all of the powers of such officer to another officer or to a
director.
5.8 Vacancy
The board of directors shall fill any vacancy among the officers of
the Company.
5.9 Remuneration
Subject to any Unanimous Shareholders' Agreement, officers and other
employees of the Company will receive as consideration for their
services, such remuneration as is determined from time to time by
the board of directors.
6.0 LIABILITY OF DIRECTORS, OFFICERS AND OTHER AGENTS
6.1 Limitation of responsibility
To the extent permitted by the Act, the Company will indemnify any
director, officer, former director or former officer, or any person
who acts or has acted at the request of the Company as a director or
officer of a moral person of which the Company is or has been a
shareholder or creditor, as well as the heirs and legal
representatives of such persons, against all charges, costs and
expenses, including any amount paid during any litigation or to
satisfy a judgement, that such persons reasonably
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incurred as a result of any civil action or criminal or
administrative procedure to which they were party as a result of
their service as a director or officer of the Company, provided that
such persons acted with integrity and in good faith in the best
interests of the Company and, in the case of a criminal or
administrative action or procedure involving the payment of a
monetary fine, provided they had serious reason to believe that
their behaviour was in conformity with the Act.
6.2 Indemnity
Without limiting the generality of Article 6.1, the directors of the
Company are by these presents authorised, without the approval or
confirmation of the shareholders, to ensure that the Company
indemnifies any director or other person who has accepted or is
prepared to accept liability for the benefit of the Company and to
guaranty by pledge or otherwise, the reimbursement of any loss that
such director may suffer by reason of such acceptance of
responsibility.
7.0 SHARE CAPITAL
7.1 Distribution of shares
Subject to the Articles, the Bylaws and a Unanimous Shareholders
Agreement, shares of the share-capital of the Company or any options
to purchase such shares may be issued at any time, to the benefit of
any person and for any consideration established via resolution of
the board of directors.
7.1 Share certificates
Share certificates in a form approved by resolution of the board of
directors must be signed by at least one director or officer of the
Company, or otherwise as the board of directors shall direct.
8.0 ADOPTION, REPEAL AND AMENDMENT
The board of directors may, from time to time, adopt or enact new bylaws
that do not contradict the Act and the Articles of the Company. The board
may repeal, amend or enact other bylaws of the Company.
Montreal, June 5, 1998
/s/ Michel Chiarore
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MICHEL CHIARORE, CHAIRMAN
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BYLAW # 2
GENERAL BORROWING BYLAW
Subject to the Articles, the Bylaws and a Unanimous Shareholders' Agreement,
without restricting the powers conferred on the Company by virtue of the Quebec
Companies Act (L.R.Q., c. C-38)
It is decreed:
That the directors of the Company are by these presents authorised
at any time:
(a) to borrow money against the credit of the Company in amounts and
under conditions that will be judged acceptable in obtaining loans
or advances;
(b) to issue bonds or other securities of the Company;
(c) to guaranty or sell such bonds or securities in amounts and for
prices that will be judged acceptable;
(d) to mortgage, pledge or guaranty in whole or in part the real
property, movables or immovables, businesses and rights, present and
future, of the Company, to guaranty all bonds and other securities,
present and future, of the Company, or any amounts borrowed or to be
borrowed or any obligation or other undertaking, present or future,
of the Company;
(e) to delegate, in whole or in part, to certain officers or directors
of the Company designated by the directors, the above-mentioned
powers in any manner and according to the conditions to be
determined by the directors.
Nothing herein limits or restricts the power of the Company to borrow against
any letter of credit or promissory note accepted or endorsed by or in the name
of the Company.
MONTREAL, 5 JUNE 1998
/s/ Michel Chiarore
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MICHEL CHIARORE, CHAIRMAN