EXHIBIT 99.2
BY-LAW 1
A by-law relating generally to the transaction
of the business and affairs of
ATI TECHNOLOGIES INC.
CONTENTS
ARTICLE ONE - INTERPRETATION....................................... 1
ARTICLE TWO - MEETINGS OF SHAREHOLDERS............................. 1
ARTICLE THREE - DIRECTORS............................................ 3
ARTICLE FOUR - OFFICERS AND EMPLOYEES............................... 4
ARTICLE FIVE - INDEMNIFICATION OF DIRECTORS AND OFFICERS............ 4
ARTICLE SIX - SHARE CERTIFICATES AND DIVIDENDS..................... 5
ARTICLE SEVEN - NOTICE............................................... 6
ARTICLE EIGHT - MISCELLANEOUS........................................ 6
ATI TECHNOLOGIES INC.
BY-LAW 1
ARTICLE ONE - INTERPRETATION
1.01 Definitions: In this by-law, unless the context otherwise requires:
(a) "Act" means the Canada Business Corporations Act or its successor,
as amended from time to time, and the regulations thereunder;
(b) "board" means the board of directors of the Corporation;
(c) "by-law" means a by-law of the Corporation;
(d) "Corporation" means ATI Technologies Inc. and its successors;
(e) "holiday" means Saturday, Sunday and any other day that is a holiday
as defined in the Interpretation Act (Canada) or its successor, as
amended from time to time;
(f) "person" includes an individual, body corporate, sole
proprietorship, partnership or syndicate, an unincorporated
association or organization, a joint venture, trust or employee
benefit plan, a government or any agency or political subdivision
thereof, and a person acting as trustee, executor, administrator or
other legal representative;
(g) "recorded address" means, with respect to a single shareholder, the
address of such holder most recently recorded in the securities
register of the Corporation; with respect to joint shareholders, the
first address appearing in the securities register in respect of
their joint holding; and with respect to any other person, but
subject to the Act, the address of such person most recently
recorded in the records of the Corporation or otherwise known to the
Secretary of the Corporation; and
(h) "shareholder" means a shareholder of the Corporation.
Terms defined in the Act, unless otherwise defined herein or the context
otherwise requires, shall have the same meaning herein as in the Act.
1.02 Number, Gender and Headings: Words importing the singular include the
plural and vice-versa, words importing any gender include the masculine,
feminine and neuter genders, and headings are for convenience of reference
only and shall not affect the interpretation of the by-laws.
1.03 By-laws Subordinate to Other Documents: The by-laws are subordinate to,
and should be read in conjunction with, the Act and the articles of the
Corporation.
1.04 Computation of Days: The computation of time and any period of days shall
be determined in accordance with the Act and the provisions of the
Interpretation Act (Canada) or its successor, as amended from time to
time.
ARTICLE TWO - MEETINGS OF SHAREHOLDERS
2.01 Meetings: A meeting of the shareholders shall be held at such place, at
such time, on such day and in such manner as the board may, subject to the
Act and any other applicable laws, determine from time to time, for the
purpose of transacting such business as is properly brought before such
meeting.
2.02 Persons Entitled to be Present: The only persons entitled to attend a
meeting of shareholders shall be those persons entitled to notice thereof,
those entitled to vote thereat, the directors, the auditors of the
Corporation and any others who although not entitled to notice thereof or
to vote thereat are entitled or required under any provision of the Act,
the articles or any by-law to be present at the meeting. Any other persons
may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.
2.03 Participation in meeting by electronic means: If the directors of the
Corporation call a meeting of shareholders and the Corporation makes
available a telephonic, electronic or other communication facility that
permits all participants to communicate adequately with each other during
the meeting, any person entitled to attend that meeting of shareholders
may participate in the meeting, in accordance with the Act, by means of
such communication facility. A person participating in the meeting by such
means shall be deemed to be present at the meeting.
2.04 Chairman, Secretary and Scrutineer: The Chairman of the board or such
other person being an officer or director of the Corporation designated by
the board, shall be chairman of any meeting of shareholders. If no such
person is present within 15 minutes after the time appointed for the
holding of the meeting, the persons present and entitled to vote shall
choose one of their number to be chairman of the meeting. The Secretary or
any other officer in attendance shall act as secretary of the meeting. If
none of such persons are present, the chairman shall appoint another
person, who need not be a shareholder, to act as secretary of the meeting.
One or more scrutineers, who need not be shareholders, may be appointed by
the chairman or by a resolution of the shareholders.
2.05 Quorum: The quorum for the transaction of business at any meeting of
shareholders shall be at least two persons present at the opening of the
meeting who are entitled to vote thereat either as shareholders or
proxyholders, representing collectively not less than 5% of the
outstanding shares of the Corporation entitled to be voted at the meeting.
2.06 Voting:
(a) Except as otherwise required by the Act, the articles or a by-law,
at each meeting of shareholders every question proposed for
consideration by the shareholders shall be decided by a majority of
the votes duly cast thereon.
(b) At each meeting of shareholders voting shall be by show of hands
unless a ballot is required by the chairman or demanded by a
shareholder or proxyholder entitled to vote at the meeting. Upon a
show of hands every person present and entitled to vote on the show
of hands shall have one vote on the show of hands. Whenever a vote
by show of hands has been taken upon a question, unless a ballot or
such question is required or demanded and such requirement or demand
is not withdrawn, a declaration by the chairman of the meeting that
the vote upon the question was carried, carried by a particular
majority, not carried or not carried by a particular majority, and
an entry to that effect in the minutes of the meeting, shall be
prima facie evidence of the result of the vote without proof of the
number or proportion of votes cast for or against.
(c) On any question proposed for consideration at a meeting of
shareholders a ballot may be required by the chairman or demanded by
any person present and entitled to vote, either before or after any
vote by show of hands. If a ballot is so required or demanded and
such requirement or demand is not withdrawn, a poll upon the
question shall be taken in such manner as the chairman of the
meeting shall direct. Subject to the articles, upon a ballot each
person present shall be entitled to one vote in respect of each
share which such person is entitled to vote at the meeting on the
question.
2.07 Proxies:
(a) Signatures to instruments of proxy need not be witnessed and may be
printed, lithographed, electronically produced as permitted by the
Act or otherwise reproduced thereon. The chairman of the meeting
shall determine the authenticity of all signatures.
(b) The board may also permit particulars of instruments of proxy for
use at or in connection with any meeting or any adjournment thereof
to be transmitted by facsimile, telegraphed, telexed, cabled or
otherwise electronically transmitted to the Secretary of the
Corporation or such other agent as the board may from time to time
determine prior to any such meeting, and, in such event, such
instruments of proxy, if otherwise in order, shall be valid and any
votes cast in accordance therewith shall be counted.
(c) The chairman of any meeting of shareholders may also in his or her
discretion, unless otherwise determined by resolution of the board,
accept (i) instruments of proxy which have been transmitted by
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facsimile, telegraphed, telexed, cabled or otherwise electronically
transmitted and (ii) facsimile, telegraphic, telex, cable or
electronic communication as to the authority of anyone claiming to
vote on behalf of or to represent a shareholder, in each case
whether or not an instrument of proxy conferring such authority has
been lodged with the Corporation, and any votes cast in accordance
with such facsimile, telegraphic, telex, cable or electronic proxy
or communication accepted by the chairman shall be valid and shall
be counted.
(d) A proxy may be signed and delivered in blank and filled in
afterwards by the Chairman of the board, the President or the
Secretary.
(e) It shall not be necessary to insert in the proxy the number of
shares owned by the appointor.
(f) The board may, at the Corporation's expense, send out forms of proxy
in which certain directors or officers are named, which may be
accompanied by stamped envelopes for the return of the forms, even
if the directors so named vote the proxies in favour of their own
election as directors.
(g) A proxy shall be acted upon only if it shall have been deposited
with the Corporation or an agent thereof specified in the notice
calling the meeting of shareholders prior to the time specified in
the notice or such later time before the time of voting as the
chairman of the meeting may determine, or, where no such time is
specified in such notice, if it has been received by the Corporation
or an agent thereof or the chairman of the meeting or any
adjournment thereof before the time of voting.
(h) A proxy ceases to be valid one year from its date.
2.08 Procedure at Meetings: The chairman of any meeting of shareholders shall
conduct the procedure thereat in all respects and his or her decision on
all matters or things, including but without in any way limiting the
generality of the foregoing, any question regarding the validity or
invalidity of any instruments of proxy or ballot, shall be conclusive and
binding upon the shareholders, except as otherwise provided in the by-laws
of the Corporation. Any business may be brought before or dealt with at
any adjourned meeting which may have been brought before or dealt with at
the original meeting.
ARTICLE THREE - DIRECTORS
3.01 Meetings: Meetings of the board may be convened at such place, at such
time, on such day and in such manner as any two directors or the Chief
Executive Officer or any other officer designated by the board may
determine.
3.02 Notice: Notice of the time and place or manner of participation for every
meeting of the board shall be sent to each director not less than 72 hours
(excluding holidays) before the time of the meeting. Reference is made to
Article Seven.
3.03 First Meeting of New Board: Each newly constituted board may hold its
first meeting without notice on the same day as the meeting of
shareholders at which the directors are elected.
3.04 Appointments: From time to time the board may appoint a Chairman of the
board and a Lead Director of the board.
3.05 Chairman: The Lead Director of the board or in his or her absence, the
Chairman of the board, or in his or her absence, the Chief Executive
Officer (if elected a director), or in the absence of all of them, a
director designated by the meeting, shall be the chairman of any meeting
of the board.
3.06 Quorum of Directors: The number of directors from time to time required to
constitute a quorum for the transaction of business at a meeting of the
board shall be 50% of the number of directors so fixed or determined at
that time (or, if that is a fraction, the next largest whole number of
directors).
3.07 Voting: At all meetings of the board each director shall have one vote and
every question shall be decided by a majority of the votes cast on the
question. In the case of an equality of votes the chairman of the meeting
shall not be entitled to a second or casting vote.
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3.08 Signed Resolutions: Any resolution in writing may be signed in
counterparts and if signed as of any date shall be deemed to have been
passed on such date.
3.09 Remuneration: Directors may be paid such remuneration for acting as
directors and such sums in respect of their out-of-pocket expenses
incurred in performing their duties as the board may determine from time
to time. Any remuneration or expenses so payable shall be in addition to
any other amount payable to any director acting in another capacity and
receiving remuneration therefor.
3.10 Committees: Unless otherwise determined by the board, each committee of
the board may fix its quorum, elect its chairman and secretary and adopt
rules to regulate its procedure, provided that, the procedure of each
committee shall be governed by the provisions of this by-law which govern
proceedings of the board so far as the same can apply except that a
meeting of a committee may be called by any member thereof (or by any
member or the auditor, in the case of the audit committee), notice of any
such meeting shall be given to each member of the committee (or each
member and the auditor, in the case of the audit committee) and the
meeting shall be chaired by the chairman of the committee or, in his or
her absence, another member of the committee. In the absence of the
secretary of any committee at any meeting, another member of the committee
shall so act. Each committee shall keep records of its proceedings and
transactions and shall report all such proceedings and transactions to the
board in a timely manner.
ARTICLE FOUR - OFFICERS AND EMPLOYEES
4.01 Appointment of Officers: From time to time the board may appoint a
President, one or more Executive Vice-Presidents, one or more Senior
Vice-Presidents, one or more Vice-Presidents, a Treasurer, a Secretary, a
Controller and such other officers as the board may determine, including
one or more assistants to any of the officers so appointed, may designate
one officer as a Chief Executive Officer of the Corporation, one officer
as Chief Operating Officer of the Corporation, one officer as Chief
Financial Officer of the Corporation, and one officer as Chief Technology
Officer of the Corporation and may revoke any such designation.
4.02 Terms of Employment or Service: Every officer shall hold office at the
pleasure of the board. The board may settle from time to time the terms of
employment of the officers and other persons appointed by it.
4.03 Powers and Duties of Officers: The board may from time to time specify the
duties of each officer, delegate to him or her powers to manage any
business or affairs of the Corporation (including the power to
sub-delegate) and change such duties and powers, all insofar as not
prohibited by the Act. To the extent not otherwise so specified or
delegated, and subject to the Act, the duties and powers of the officers
of the Corporation shall be those usually pertaining to their respective
offices.
ARTICLE FIVE - INDEMNIFICATION OF DIRECTORS AND OFFICERS
5.01 Indemnity: Subject to the limitations in the Act, but without limitation
of the right of the Corporation to indemnify any individual under the Act
or otherwise to the full extent permitted by law, the Corporation:
(a) shall indemnify every director and officer of the Corporation, every
former director and officer of the Corporation and every other
individual who acts or acted at the Corporation's request as a
director or officer, or an individual acting in a similar capacity,
of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the individual in respect of any civil,
criminal, administrative, investigative or other proceeding in which
the individual is involved because of that association with the
Corporation or other entity, provided:
(i) the individual acted honestly and in good faith with a view to
the best interests of the Corporation, or, as the case may be,
to the best interests of the other entity for which the
individual acted as director or officer or in a similar
capacity at the Corporation's request; and
(ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the
individual had reasonable grounds for believing that the
individual's conduct was lawful.
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(b) shall advance moneys to every director, officer and other individual
for the costs, charges and expenses of a proceeding referred to in
Section 5.01(a), however, the individual shall repay the moneys if
the individual does not fulfil the conditions of Sections 5.01(a)(i)
and 5.01(a)(ii); and
(c) shall, with the approval of a court, indemnify an individual
referred to in Section 5.01(a), or advance moneys under Section
5.01(b), in respect of an action by or on behalf of the Corporation
or other entity to procure a judgment in its favour, to which the
individual is made a party because of the individual's association
with the Corporation or other entity as described in Section 5.01(a)
against all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the individual fulfils
the conditions set out in Sections 5.01(a)(i) and 5.01(a)(ii).
From time to time the board may determine that this Section shall
also apply to the employees of the Corporation who are not directors
or officers of the Corporation or to any particular one or more or
class of such employees, either generally or in respect of a
particular occurrence or class of occurrences and either
prospectively or retroactively (to any date not earlier than the
date of this by-law). From time to time thereafter the board may
also revoke, limit or vary such application of this Section.
5.02 Limitation of Liability: So long as he or she acts honestly and in good
faith with a view to the best interests of the Corporation, no person
referred to in Section 5.01 (including, to the extent it is then
applicable to them, any employees referred to therein) shall be liable for
any damage, loss, cost or liability sustained or incurred by the
Corporation, except where so required by the Act.
5.03 Indemnities Not Limiting: The provisions of this Article Five shall be in
addition to and not in substitution for or limitation of any rights,
immunities and protections to which a person is otherwise entitled.
ARTICLE SIX - SHARE CERTIFICATES AND DIVIDENDS
6.01 Share Certificates: Share certificates shall be in such forms as the board
by resolution shall approve from time to time.
6.02 Replacement of Share Certificates: The Secretary or any other officer of
the Corporation may prescribe either generally or in a particular case
reasonable conditions, in addition to those provided in the Act, upon
which a new share certificate may be issued in place of any share
certificate which is claimed to have been lost, destroyed or wrongfully
taken, or which has become defaced.
6.03 Registration of Transfer: No transfer of shares need be recorded in the
register of transfers except upon presentation of the certificate
representing such shares endorsed by the appropriate person in accordance
with the Act, together with reasonable assurance that the endorsement is
genuine and effective, and upon compliance with all other conditions set
out in the Act.
6.04 Dividends: Subject to the Act and the articles, the board may from time to
time declare dividends payable to the shareholders according to their
respective rights and interests in the Corporation. A dividend payable to
any shareholder in money may be paid by cheque payable to the order of the
shareholder and shall be mailed to the shareholder by prepaid mail
addressed to him or her at his or her recorded address unless he or she
directs otherwise. In the case of joint holders the cheque shall be made
payable to the order of all of them, unless such joint holders direct
otherwise in writing. The mailing of a cheque as aforesaid, unless it is
not paid on due presentation, shall discharge the Corporation's liability
for the dividend to the extent of the amount of the cheque plus the amount
of any tax thereon which the Corporation has properly withheld. If any
dividend cheque sent is not received by the payee, the Corporation shall
issue to such person a replacement cheque for a like amount on such
reasonable terms as to indemnity, reimbursement of expenses and evidence
of non-receipt and of title as the Secretary or any other officer may
require.
6.05 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.
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ARTICLE SEVEN - NOTICE
7.01 Notices To Shareholders, Directors: Any notice or document required or
permitted to be sent by the Corporation to a shareholder or director may
be sent by prepaid Canadian mail addressed to, or may be delivered
personally to, such person at his or her last recorded address or may be
sent by any means of facsimile transmission or by the creation or
provision of an electronic document or may be sent by any other means
permitted under the Act, subject to compliance with any applicable
provisions of the Act. A notice sent by facsimile transmission or
electronic document shall be deemed to have been received when sent or
provided to a designated information system. 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. If the address of any shareholder does
not appear in the records of the Corporation, then any notice or document
may be delivered to such address as the person sending the notice or
document may consider to be the most likely to reach promptly such
shareholder.
7.02 Changes in Recorded Address: The Secretary or any other officer may change
the recorded address of any person in accordance with any information such
officer believes to be reliable.
7.03 Omissions and Errors: The accidental omission to give any notice to any
person, or the non-receipt of any notice by any person or any immaterial
error in any notice shall not invalidate any proceeding or action taken at
any meeting held pursuant to such notice or otherwise founded thereon.
ARTICLE EIGHT - MISCELLANEOUS
8.01 Execution of Documents: Any contracts or documents to be executed by the
Corporation may be signed, including through the use of electronic
signatures, as contemplated by the Act, by any two of the Chairman of the
board or Lead Director of the board, the President, an Executive
Vice-President, a Senior Vice-President, a Vice-President, the Secretary,
the Treasurer or the Controller or by any one of the foregoing persons and
a director. In addition, the board may from time to time indicate who may
or shall sign any particular contract or document or class of contracts or
documents. Any officer of the Corporation may affix the corporate seal, if
any, to any contract or document and may certify a copy of any resolution
or of any by-law or contract or document of the Corporation to be a true
copy thereof. Subject to the Act, and if authorized by the board, the
corporate seal of the Corporation, if any, and the signature of any
signing officer may be mechanically or electronically reproduced upon any
contracts or documents of the Corporation. Any such facsimile signature
shall bind the Corporation notwithstanding that any signing officer whose
signature is so reproduced may have ceased to hold office at the date of
delivery or issue of such contracts or documents.
8.02 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
instruments, certificates or other evidence shall be in favour of such
person or persons as may be determined by the officers executing such
proxies or arranging for the issuance of voting certificates or such other
evidence of the right to exercise such voting rights. 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.
8.03 Incentive Plans: For the purposes of enabling directors, officers and
employees of the Corporation and its affiliates to participate in the
growth of the Corporation and of providing effective incentives to such
directors, officers and employees, the board may establish such plans
(including stock option plans, restricted share unit plans and stock
purchase plans) and make such rules and regulations with respect thereto,
and such changes in such plans, rules and regulations, as the board may
deem advisable from time to time. From time to time the board may
designate the directors, officers and employees entitled to participate in
any such plan. For the purposes of any such plan the Corporation may
provide such financial assistance by means of loan, guarantee or otherwise
to directors, officers and employees as is permitted by the Act or by any
other applicable legislation.
8.04 Dealings with Registered Shareholder: Subject to the Act, the Corporation
may treat the registered owner of a share as the person exclusively
entitled to vote, to receive notices, to receive any dividend or other
payment in respect of the share and otherwise to exercise all the rights
and powers of a holder of the share. The Corporation may, however, treat
as the registered shareholder any executor, administrator, heir, legal
representative, guardian,
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committee, trustee, curator, tutor, liquidator or trustee in bankruptcy
who furnishes appropriate evidence to the Corporation establishing his or
her authority to exercise the rights relating to a share of the
Corporation.
8.05 Withholding Information from Shareholders: No shareholder shall be
entitled to discovery of any information respecting the Corporation's
business which, in the opinion of the board would not be in the best
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 and
regulations the accounts, records and documents of the Corporation or any
of them shall be open to the inspection of shareholders or other persons
and no shareholder or other person shall have any right of inspecting any
account, record or other document of the Corporation except as conferred
by the Act or by any other applicable legislation or as authorized by the
board.
8.06 Repeal of Existing By-Laws: Upon this By-law becoming effective, By-law
No. 1 of the Corporation enacted October 13, 1993 shall be repealed
without prejudice to any action taken thereunder.
APPROVED by the Board of Directors the 14th day of December, 2004.
RATIFIED by shareholders at the Annual and Special Meeting of Shareholders held
on the 25th day of January, 2005.
EFFECTIVE upon issuance of the Certificate of Continuance on January 31, 2005.
/s/ David Orton /s/ Dean Blain
- ------------------------------------ -----------------------------
David Orton Dean Blain
President & Chief Executive Officer Secretary
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