EXHIBIT 3.22
D-M-E OF CANADA LIMITED
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of D-M-E OF
CANADA LIMITED.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of D-M-E OF CANADA
LIMITED (hereinafter called the "Corporation") as follows:
DEFINITIONS
1. In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:
(a) "Act" means the Business Corporations Act, 1982, S.O.1982, c. 4, as from
time to time amended, and every statute that may be substituted therefor
and, in the case of such amendment or substitution, any reference in the
by-laws of the Corporation shall be read as referring to the amended or
substituted provisions therefor;
(b) "by-laws" means any by-law of the Corporation from time to time in force
and effect;
(c) all terms contained in the by-laws which are defined in the Act shall have
the meanings given to such terms in the Act;
(d) words importing the singular number only shall include the plural and
vice-versa; words importing the masculine gender shall include the
feminine and neuter genders; and
(e) the headings used in the by-laws are inserted for reference purposes only
and are not to be considered or taken into account in construing the terms
or provisions thereof or to be deemed in any way to clarify, modify or
explain the effect of any such terms or provisions.
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REGISTERED OFFICE
2. The Corporation may from time to time (i) by resolution of the directors
change the address of the registered office of the Corporation within the
municipality or geographic township within Ontario specified in its articles,
and (ii) by an amendment to its articles, change the municipality or geographic
township within Ontario in which its registered office is situated.
SEAL
3. The Corporation may, but need not, have a corporate seal. An instrument or
agreement executed on behalf of the Corporation by a director, an officer or an
agent of the Corporation is not invalid merely because the corporate seal, if
any, is not affixed thereto.
DIRECTORS
4. Number and powers. The number of directors of the Corporation is set out
in the articles of the Corporation. A majority of the directors shall be
resident Canadians. Subject to any unanimous shareholder agreement, the
directors shall manage or supervise the management of the business and affairs
of the Corporation and may exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation and are not by the Act,
the articles, the by-laws, any special resolution of the Corporation, a
unanimous shareholder agreement or by statute expressly directed or required to
be done in some other manner.
Notwithstanding any vacancy among the directors the remaining directors
may exercise all the powers of the board so long as a quorum of the board
remains in office.
Subject to subsections 124(1), (2), (4) and (5) of the Act and to the
Corporation's articles, where there is a quorum of directors in office and a
vacancy occurs, the directors remaining in office may appoint a qualified person
to hold office for the unexpired term of his predecessor.
5. Duties. Every director and officer of the Corporation in exercising his
powers and discharging his duties shall:
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(a) act honestly and in good faith with a view to the best interests of the
Corporation; and
(b) exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
Every director and officer of the Corporation shall comply with the Act,
the regulations thereunder, the Corporation's articles and by-laws and any
unanimous shareholder agreement.
6. Qualification. Every director shall be an individual eighteen (18) or more
years of age and no one who is of unsound mind and has been so found by a court
in Canada or elsewhere or who has the status of a bankrupt shall be a director.
7. Term of office. A director's term of office (subject to the provisions, if
any, of the Corporation's articles, and subject to his election for an expressly
stated term) shall be from the date of the meeting at which he is elected or
appointed until the close of the annual meeting of shareholders next following
his election or appointment or until his successor is elected or appointed.
8. Vacation of office. The office of a director shall be vacated if:
(a) he dies or, subject to subsection 119(2) of the Act, sends to the
Corporation a written resignation and such resignation, if not effective
upon receipt by the Corporation, becomes effective in accordance with its
terms;
(b) he is removed from office;
(c) he becomes bankrupt; or
(d) he is found by a court in Canada or elsewhere to be of unsound mind.
9. Election and removal. Directors shall be elected by the shareholders by
ordinary resolution on a show of hands unless a poll is demanded and if a poll
is demanded such election shall be by ballot. Except for those directors elected
for an expressly stated term, all the directors then
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in office shall cease to hold office at the close of the meeting of shareholders
at which directors are to be elected but, if qualified, are eligible for
re-election. Subject to subsection 122(2) of the Act, the shareholders of the
Corporation may by ordinary resolution at an annual or special meeting remove
any director before the expiration of his term of office and may, by a majority
of the votes cast at the meeting, elect any person in his stead for the
remainder of his term.
Whenever at any election of directors of the Corporation the number or the
minimum number of directors required by the articles is not elected by reason of
the disqualification, incapacity or the death of any candidates, the directors
elected at that meeting may exercise all the powers of the directors if the
number of directors so elected constitutes a quorum pending the holding of a
meeting of shareholders in accordance with subsection 124(3) of the Act.
A retiring director shall cease to hold office at the close of the meeting
at which his successor is elected unless such meeting was called for the purpose
of removing him from office as a director in which case the director so removed
shall vacate office forthwith upon the passing of the resolution for his
removal.
10. Validity of acts. An act done by a director or by an officer is not
invalid by reason only of any defect that is thereafter discovered in his
appointment, election or qualification.
MEETINGS OF DIRECTORS
11. Place of meeting. Meetings of directors and of any committee of directors
may be held at any place within or outside Ontario and in any financial year a
majority of the meetings of the board of directors need not be held at a place
within Canada. A meeting of directors may be convened by the Chairman of the
Board (if any), the President or any director at any time and the Secretary
shall upon direction of any of the foregoing convene a meeting of directors. A
quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the
notice calling the meeting.
12. Notice. Notice of the time and place for the holding of any such meeting
shall be sent to each director
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not less than 2 days (exclusive of the day on which the notice is sent but
inclusive of the day for which notice is given) before the date of the meeting;
provided that meetings of the directors or of any committee of directors may be
held at any time without formal notice if all the directors are present (except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called) or if all the absent directors have waived notice.
Notice of the time and place for the holding of any meeting of directors
or any committee of directors may be given by delivery, telegraph, cable, telex
or other electronic means that produces a written copy.
For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.
13. Waiver of notice. Notice of any meeting of directors or of any committee
of directors or any irregularity in any meeting or in the notice thereof may be
waived in any manner by any director and such waiver may be validly given either
before or after the meeting to which such waiver relates. Attendance of a
director at a meeting of directors is a waiver of notice of the meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
14. Telephone participation. Where all the directors of the Corporation
present at or participating in the meeting consent thereto (either before or
after the meeting), a director may participate in a meeting of directors or of
any committee of directors by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in a meeting by such means shall be deemed for the purposes of the
Act to be present at that meeting. If the majority of the directors
participating in the meeting are then in Canada, the meeting shall be deemed to
be held in Canada.
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15. Adjournment. Any meeting of directors or of any committee of directors may
be adjourned from time to time by the chairman of the meeting, with the consent
of the meeting, to a fixed time and place and no notice of the time and place
for the holding of the adjourned meeting need be given to any director if the
time and place of the adjourned meeting is announced at the original meeting.
Any adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum is present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment.
16. Quorum and voting. A majority of the number of directors or minimum number
of directors required by the articles shall constitute a quorum for the
transaction of business. Subject to subsection 124(1) and subsection 126(7) of
the Act, no business shall be transacted by the directors except at a meeting of
directors at which a quorum is present and at which a majority of the directors
present are resident Canadians. Questions arising at any meeting of directors
shall be decided by a majority of votes. In case of an equality of votes, the
chairman of the meeting in addition to his original vote shall have a second or
casting vote.
COMMITTEES OF DIRECTORS
17. General. The directors may from time to time appoint from their number a
committee of directors, a majority of whom shall be resident Canadians, and may
delegate to such committee any of the powers of the directors, except that no
such committee shall have the authority to:
(a) submit to the shareholders any question or matter requiring the approval
of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor or appoint
or remove any of the chief executive officer, however designated, the
chief financial officer, however designated, the chairman or the president
of the Corporation;
(c) subject to section 183 of the Act, issue securities except in the manner
and on the terms authorized by the directors;
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(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the Corporation;
(f) pay a commission referred to in section 37 of the Act;
(g) approve a management information circular referred to in Part VIII of the
Act;
(h) approve a take-over bid circular, directors' circular, or issuer bid
circular referred to in Part XIX of the Securities Act;
(i) approve any financial statements referred to in clause 153(1)(b) of the
Act and Part XVII of the Securities Act; or
(j) adopt, amend or repeal by-laws.
18. Audit Committee. If the Corporation is an "offering corporation" as
defined in paragraph 1(1)27 of the Act, the board of directors shall, and
otherwise the directors may, elect annually from among their number an audit
committee to be composed of not fewer than 3 directors, a majority of whom are
not officers or employees of the Corporation or any of its affiliates to hold
office until the next annual meeting of the shareholders.
Each member of the audit committee shall serve during the pleasure of the
board of directors and, in any event, only so long as he shall be a director.
The directors may fill vacancies in the audit committee by election from among
their number.
The audit committee shall have power to fix its quorum at not less than a
majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.
The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to attend
and be heard thereat; and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held
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during the term of office of the auditor. The auditor of the Corporation or any
member of the audit committee may call a meeting of the committee.
The audit committee shall review the financial statements of the
Corporation and shall report thereon to the board of directors of the
Corporation prior to approval thereof by the board of directors and shall have
such other powers and duties as may from time to time by resolution be assigned
to it by the board.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
19. The remuneration to be paid to the directors of the Corporation shall be
such as the directors shall from time to time by resolution determine and such
remuneration shall be in addition to the salary paid to any officer or employee
of the Corporation who is also a director. The directors may also by resolution
award special remuneration to any director in undertaking any special services
on the Corporation's behalf other than the normal work ordinarily required of a
director of a corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors may fix the
remuneration of the officers and employees of the Corporation. The directors,
officers and employees shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the affairs of the
Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
SHAREHOLDERS FOR APPROVAL
20. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any meeting of the
shareholders called for the purpose of considering the same and any contract,
act or transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any different
or additional requirement is imposed by the Act or by the Corporation's articles
or by-laws) shall be as valid and as binding upon the Corporation and upon all
the shareholders as though it had been approved, ratified and/or confirmed by
every shareholder of the Corporation.
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FOR THE PROTECTION OF DIRECTORS AND OFFICERS
21. No director or officer for the time being of the Corporation 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 act for conformity or for
any loss, damage or expense suffered or incurred by the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or 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 or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or which any
moneys, securities or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly and in
good faith with a view to the best interests of the Corporation, and in
connection therewith to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances, provided that nothing
herein contained shall relieve a director or officer from the duty to act in
accordance with the Act or regulations made thereunder or relieve him from
liability for a breach thereof. The directors for the time being of the
Corporation shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the
name or on behalf of the Corporation, except such as shall have been submitted
to and authorized or approved by the board of directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.
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INDEMNITIES TO DIRECTORS AND OTHERS
22. Subject to subsections 136(2) and (3) of the Act, the Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation or a person who acts or acted at the Corporation'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 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 such corporation or 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 is hereby authorized to execute agreements evidencing its
indemnity in favour of the foregoing persons to the full extent permitted by
law.
OFFICERS
23. Appointment of officers. The directors shall annually or as often as may
be required appoint a President and a Secretary and if deemed advisable may
annually or as often as may be required appoint a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or
one or more Assistant Treasurers. None of such officers, except the Chairman of
the Board, need be a director of the Corporation. Any director may be appointed
to any office of the Corporation. Two or more of such offices may be held by the
same person. In case and whenever the same person holds the offices of Secretary
and Treasurer he may but need not be known as the Secretary-Treasurer. The
directors may from time to time appoint such other officers, employees and
agents as they shall deem necessary who shall have such authority and shall
perform such functions and duties as may from time to time be prescribed by
resolution of the directors.
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24. Removal of officers, etc. All officers, employees and agents, in the
absence of agreement to the contrary, shall be subject to removal by resolution
of the directors at any time, with or without cause.
25. Duties of officers may be delegated. In case of the absence or inability
or refusal to act of any officer of the Corporation or for any other reason that
the directors may deem sufficient, the directors may delegate all or any of the
powers of such officer to any other officer or to any director for the time
being.
26. Chairman of the Board. The Chairman of the Board (if any), shall when
present preside at all meetings of the directors, any committee of the directors
and shareholders, shall sign such documents as may require his signature in
accordance with the by-laws of the Corporation and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incident to his office.
27. President. The President shall be the chief executive officer of the
Corporation and shall exercise general supervision over the business and affairs
of the Corporation. In the absence of the Chairman of the Board (if any), and if
the President is also a director of the Corporation, the President shall, when
present, preside at all meetings of the directors, any committee of the
directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incident to his office.
28. Vice-President. The Vice-President or, if more than one, the
Vice-Presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President, provided, however, that a Vice-President who is
not a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other powers
and duties as may from time to time be assigned to him or them by resolution of
the directors.
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29. Secretary. The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and shareholders when
directed to do so and shall have charge of the minute books of the Corporation
and, subject to the provisions of paragraph 45 hereof, of the documents and
registers referred to in subsections 140(1) and (2) of the Act. He shall sign
such contracts, documents or instruments in writing as require his signature and
shall have such other powers and duties as may from time to time be assigned to
him by resolution of the directors or as are incident to his office.
30. Treasurer. Subject to the provisions of any resolution of the directors,
the Treasurer shall have the care and custody of all the funds and securities of
the Corporation and shall deposit the same in the name of the Corporation in
such bank or banks or with such other depositary or depositaries as the
directors may by resolution direct. He shall prepare and maintain adequate
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the directors or as
are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the directors in their uncontrolled
discretion may require and no director shall be liable for failure to require
any such bond or for the insufficiency of any such bond or for any loss by
reason of the failure of the Corporation to receive any indemnity thereby
provided.
31. Assistant Secretary and Assistant Treasurer. The Assistant Secretary or,
if more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall perform all the duties of the Secretary and Treasurer,
respectively, in the absence or inability to act of the Secretary or Treasurer
as the case may be. The Assistant Secretary or Assistant Secretaries, if more
than one, and the Assistant Treasurer or Assistant Treasurers, if more than one,
shall sign such contracts, documents or instruments in writing as require his or
their signatures respectively and shall have such other powers and duties as may
from time to time be assigned to them by resolution of the directors.
32. Managing Director. The directors may from time to time appoint from their
number a Managing Director who is a
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resident Canadian and may delegate to the Managing Director any of the powers of
the directors subject to the limits on authority provided by subsection 127(3)
of the Act. A Managing Director shall conform to all lawful orders given to him
by the directors of the Corporation and shall at all reasonable times give to
the directors or any of them all information they may require regarding the
affairs of the Corporation. Any agent or employee appointed by a Managing
Director shall be subject to discharge by the directors.
33. Vacancies. If the office of Chairman of the Board, President,
Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer,
or any other office created by the directors pursuant to paragraph 23 hereof
shall be or become vacant by reason of death, resignation or in any other manner
whatsoever, the directors shall in the case of the President or the Secretary
and may in the case of the other officers appoint an officer to fill such
vacancy.
SHAREHOLDERS' MEETINGS
34. Annual or special meetings. Subject to subsection 104(1) of the Act, the
directors of the Corporation,
(a) shall call an annual meeting of shareholders not later than eighteen
months after the Corporation comes into existence and subsequently not
later than fifteen months after holding the last preceding annual meeting;
and
(b) may at any time call a special meeting of shareholders.
35. Place of meetings. Subject to the articles and any unanimous shareholder
agreement, a meeting of the shareholders of the Corporation may be held at such
place in or outside Ontario as the directors may determine or, in the absence of
such a determination, at the place where the registered office of the
Corporation is located.
36. Notice. A notice stating the day, hour and place of meeting and, if
special business is to be transacted thereat, stating (or accompanied by a
statement of) (i) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment thereon, and (ii) the text of any
special resolution or by-law to be submitted to the meeting, shall be served by
sending such notice to
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each person who is entitled to notice of such meeting and who on the record date
for notice appears on the records of the Corporation or its transfer agent as a
shareholder entitled to vote at the meeting and to each director of the
Corporation and to the auditor of the Corporation by prepaid mail not less than
21 days and not more than 50 days (exclusive of the day of mailing and of the
day for which notice is given) before the date (if the Corporation is an
offering corporation as such term is defined in the Act) or not less than 10
days before the date (if the Corporation is not an offering corporation) of
every meeting addressed to the latest address of each such person as shown in
the records of the Corporation or its transfer agent, or if no address is shown
therein, then to the last address of each such person known to the Secretary;
provided that a meeting of shareholders may be held for any purpose at any date
and time and at any place without notice if all the shareholders and other
persons entitled to notice of such meeting are present in person or represented
by proxy at the meeting (except where the shareholder or such other person
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called) or if all
the shareholders and other persons entitled to notice of such meeting and not
present in person nor represented by proxy thereat waive notice of the meeting.
Notice of any meeting of shareholders or the time for the giving of any such
notice or any irregularity in any such meeting or in the notice thereof may be
waived in any manner by any shareholder, the duly appointed proxy of any
shareholder, any director or the auditor of the Corporation and any other person
entitled to attend a meeting of shareholders, and any such waiver may be validly
given either before or after the meeting to which such waiver relates.
The auditor of the Corporation is entitled to attend any meeting of
shareholders of the Corporation and to receive all notices and other
communications relating to any such meeting that a shareholder is entitled to
receive.
37. Omission of notice. The accidental omission to give notice of any meeting
to or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders.
38. Record dates for notice of meetings. Subject to subsection 95(4) of the
Act, the directors may also fix in advance the date as the record date for the
determination of
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shareholders entitled to receive notice of a meeting of shareholders, but such
record date shall not precede by more than 50 days or by less than 21 days the
date on which the meeting is to be held.
If no record date is fixed, the record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders shall
be
(i) at the close of business on the day immediately preceding the day on which
notice is given; or
(ii) if no notice is given, the day on which the meeting is held.
39. Votes. Every question submitted to any meeting of shareholders shall be
decided in the first instance on a show of hands and in case of an equality of
votes the chairman of the meeting shall both on a show of hands and at a poll
have a second or casting vote in addition to the vote or votes to which he may
be entitled as a shareholder or proxy nominee.
At any meeting, unless a poll is demanded by a shareholder or proxyholder
entitled to vote at the meeting, either before or after any vote by a show of
hands, a declaration by the Chairman of the meeting that a resolution has been
carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be evidence of the fact without proof of
the number or proportion of votes recorded in favour of or against the motion.
In the absence of the Chairman of the Board (if any), the President and
any Vice-President who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director is
present or if all the directors present decline to take the chair then the
shareholders present shall choose one of their number to be chairman.
If at any meeting a poll is demanded on the election of a chairman or on
the question of adjournment or termination, the poll shall be taken forthwith
without adjournment. If a poll is demanded on any other question or as to the
election of directors, the poll shall be taken by ballot in such manner and
either at once or later at the meeting or after adjournment as the chairman of
the meeting
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directs. The result of a poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. A demand for a poll may be made either
before or after any vote by show of hands and may be withdrawn.
Where two or more persons hold the same share or shares jointly, any one
of such persons present at a meeting of shareholders has the right, in the
absence of the other or others, to vote in respect of such share or shares, but
if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them.
40. Proxies. Votes at meetings of the shareholders may be given either
personally or by proxy. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one (1) vote on a
show of hands. Upon a poll at which he is entitled to vote every shareholder
present in person or by proxy shall (subject to the provisions, if any, of the
Corporation's articles) have one (1) vote for every share registered in his
name.
Every shareholder, including a shareholder that is a body corporate,
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder or proxyholders or one or more alternate proxyholders, who need not
be shareholders, as his nominee to attend and act at the meeting in the manner,
to the extent and with the authority conferred by the proxy.
A proxy shall be executed by the shareholder or his attorney authorized in
writing or, if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized. If the Corporation is an "offering corporation" as
defined in paragraph 1(1)27 of the Act, any such proxy appointing a proxyholder
to attend and act at a meeting or meetings of shareholders ceases to be valid
one year from its date.
An instrument appointing a proxyholder may be in the following form or in
any other form which complies with the regulations made under the Act:
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"The undersigned shareholder of D-M-E OF CANADA LIMITED hereby appoints
of , whom failing, of as the nominee of the undersigned to attend and
act for and on behalf of the undersigned at the meeting of the shareholders of
the said Corporation to be held on the day of , 19 and at any
adjournment thereof in the same manner, to the same extent and with the same
power as if the undersigned were personally present at the said meeting or such
adjournment thereof.
Dated the day of , 19 .
/s/ Cyrus McGrath
---------------------------
/s/ Jerry Lirette
---------------------------
Signature of Shareholder
This form of proxy must be signed by a shareholder or his attorney authorized in
writing or, if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized."
The directors may from time to time pass regulations regarding the lodging
of instruments appointing a proxyholder at some place or places other than the
place at which a meeting or adjourned meeting of shareholders is to be held and
for particulars of such instruments to be telegraphed, cabled, telexed, sent in
writing or otherwise communicated by electronic means that produces a written
copy before the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted. The chairman of the meeting of shareholders may, subject to
any regulations made as aforesaid, in his discretion accept telegraphic, telex,
cable or written communication, or electronic communication that produces a
written copy, as to the authority of anyone claiming to vote on behalf of and to
represent a shareholder notwithstanding
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that no instrument of proxy conferring such authority has been lodged with the
Corporation, and any votes given in accordance with such telegraphic, telex,
cable, written or electronic communication accepted by the chairman of the
meeting shall be valid and shall be counted.
41. Adjournment. The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than thirty (30) days no
notice of the time and place for the holding of the adjourned meeting need be
given to any shareholder, 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 thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting but, unless the
meeting is adjourned by one or more adjournments for an aggregate of more than
ninety (90) days, section 111 of the Act does not apply. Any adjourned meeting
shall be duly constituted if held in accordance with the terms of the
adjournment and a quorum is present thereat. The persons who formed a quorum at
the original meeting are not required to form the quorum at the adjourned
meeting. If there is no quorum present at the adjourned meeting, the original
meeting shall be deemed to have terminated forthwith after its adjournment. Any
business may be brought before or dealt with at any adjourned meeting which
might have been brought before or dealt with at the original meeting in
accordance with the notice calling the same.
42. Quorum. Two (2) persons present and each holding or representing by proxy
at least one (1) issued share of the Corporation shall be a quorum of any
meeting of shareholders for the choice of a chairman of the meeting and for the
adjournment of the meeting to a fixed time and place but may not transact any
other business; for all other purposes a quorum for any meeting shall be persons
present not being less than two (2) in number and holding or representing by
proxy not less than a majority of the total number of the issued shares of the
Corporation for the time being enjoying voting rights at such meeting. If a
quorum is present at the opening of a meeting of shareholders, the shareholders
present may proceed with the business of the meeting, notwithstanding that a
quorum is not present throughout the meeting.
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Notwithstanding the foregoing, if the Corporation has only one
shareholder, or only one shareholder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting and a quorum for
such meeting.
SHARES AND TRANSFERS
43. Issuance. Subject to the articles of the Corporation and any unanimous
shareholder agreement, shares in the Corporation may be issued at such time and
issued to such persons and for such consideration as the directors may
determine.
44. Security certificates. Security certificates (and the form of transfer
power on the reverse side thereof) shall (subject to compliance with section 56
of the Act) be in such form as the directors may from time to time by resolution
approve and, subject to subsection 55(3) of the Act, such certificates shall be
signed manually by at least one director or officer of the Corporation or by or
on behalf of a registrar, transfer agent, branch transfer agent or issuing or
other authenticating agent of the Corporation, or by a trustee who certifies it
in accordance with a trust indenture, and any additional signatures required on
a security certificate may be printed or otherwise mechanically reproduced
thereon. Notwithstanding any change in the persons holding an office between the
time of actual signing and the issuance of any certificate and notwithstanding
that a person signing may not have held office at the date of issuance of such
certificate, any such certificate so signed shall be valid and binding upon the
Corporation.
45. Transfer agents. For each class of securities and warrants issued by the
Corporation, the directors may from time to time by resolution appoint or
remove,
(a) a trustee, transfer agent or other agent to keep the securities register
and the register of transfer and one or more persons or agents to keep
branch registers; and
(b) a registrar, trustee or agent to maintain a record of issued security
certificates and warrants,
and subject to section 48 of the Act, one person may be appointed for the
purposes of both clauses (a) and (b) in
- 20 -
respect of all securities and warrants of the Corporation or any class or
classes thereof.
46. Surrender of security certificates. Subject to the Act, no transfer of a
security issued by the Corporation shall be recorded or registered unless and
until (i) the security certificate representing the security to be transferred
has been surrendered and cancelled or (ii) if no security certificate has been
issued by the Corporation in respect of such share, a duly executed security
transfer power in respect thereof has been presented for registration.
47. Defaced, destroyed, stolen or lost security certificates. In case of the
defacement, destruction, theft or loss of a security certificate, the fact of
such defacement, destruction, theft or loss shall be reported by the owner to
the Corporation or to an agent of the Corporation (if any) acting on behalf of
the Corporation, with a statement verified by oath or statutory declaration as
to the defacement, destruction, theft or loss and the circumstances concerning
the same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or, if there be an agent, hereinafter in this paragraph referred to
as the "Corporation's agent", then to the Corporation and the Corporation's
agent) of an indemnity bond of a surety company in such form as is approved by
the directors or by the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer of the Corporation, indemnifying
the Corporation (and the Corporation's agent if any) against all loss, damage
and expense, which the Corporation and/or the Corporation's agent may suffer or
be liable for by reason of the issuance of a new security certificate to such
shareholder, and provided the Corporation or the Corporation's agent does not
have notice that the security has been acquired by a bona fide purchaser, a new
security certificate may be issued in replacement of the one defaced, destroyed,
stolen or lost, if such issuance is ordered and authorized by any one of the
Chairman of the Board (if any), the President, a Vice-President, the Secretary
or the Treasurer of the Corporation or by resolution of the directors.
DIVIDENDS
48. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued
- 21 -
shares, subject to the provisions (if any) of the Corporation's articles.
The directors shall not declare and the Corporation shall not pay a
dividend if there are reasonable grounds for believing that:
(a) the Corporation is, or, after the payment, would be unable to pay its
liabilities as they become due; or
(b) the realizable value of the Corporation's assets would thereby be less
than the aggregate of its liabilities and stated capital of all classes.
The directors may declare and the Corporation may pay a dividend by
issuing fully paid shares of the Corporation or options or rights to acquire
fully paid shares of the Corporation and, subject to section 38 of the Act, the
Corporation may pay a dividend in money or property.
49. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments on redemption of securities (if any) subject
to redemption in respect of such securities.
RECORD DATES
50. Subject to subsection 95(4) of the Act, the directors may fix in advance a
date as the record date for the determination of shareholders (i) entitled to
receive payment of a dividend, (ii) entitled to participate in a liquidation or
distribution, or (iii) for any other purpose except the right to receive notice
of or to vote at a meeting of shareholders, but such record date shall not
precede by more than 50 days the particular action to be taken.
If no record is fixed, the record date for the determination of
shareholders for any purpose, other than to establish a record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.
- 22 -
VOTING SECURITIES IN OTHER ISSUERS
51. All securities of any other body corporate or issuer of securities
carrying voting rights held from time to time by the Corporation may be voted at
all meetings of shareholders, bondholders, debenture holders or holders of such
securities, as the case may be, of such other body corporate or issuer and in
such manner and by such person or persons as the directors of the Corporation
shall from time to time determine and authorize by resolution. The duly
authorized signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation proxies and/or arrange
for the issuance of voting certificates and/or other evidence of the right to
vote in such names as they may determine without the necessity of a resolution
or other action by the directors.
NOTICES, ETC.
52. Service. Any notice or other document required to be given or sent by the
Corporation to any shareholder or director of the Corporation shall be delivered
personally or sent by prepaid mail or by telegram, telex or other electronic
means that produces a written copy addressed to:
(a) the shareholder at his latest address as shown on the records of the
Corporation or its transfer agent; and
(b) the director at his latest address as shown in the records of the
Corporation or in the last notice filed under the Corporations Information
Act, whichever is the more current.
With respect to every notice or other document sent by prepaid mail it shall be
sufficient to prove that the envelope or wrapper containing the notice or other
document was properly addressed and put into a post office or into a post office
letter box and shall be deemed to be received by the addressee on the fifth day
after mailing.
53. If the Corporation sends a notice or document to a shareholder and the
notice or document is returned on three consecutive occasions because the
shareholder cannot be found, the Corporation is not required to send any further
notices or documents to the shareholder until he informs the Corporation in
writing of his new address.
- 23 -
54. Shares registered in more than one name. All notices or other documents
shall, with respect to any shares in the capital of the Corporation registered
in more than one name, be given to whichever of such persons is named first in
the records of the Corporation and any notice or other document so given shall
be sufficient notice or delivery of such document to all the holders of such
shares.
55. Persons becoming entitled by operation of law. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior to his name and
address being entered on the records of the Corporation shall have been duly
given to the person or persons from whom he derives his title to such shares.
56. Deceased shareholder. Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his decease, be deemed
to have been duly served in respect of the shares held by such shareholder
(whether held solely or with other persons) until some other person be entered
in his stead in the records of the Corporation as the holder or one of the
holders thereof and such service shall for all purposes be deemed a sufficient
service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.
57. Signatures to notices. The signature of any director or officer of the
Corporation to any notice may be written, printed or otherwise mechanically
reproduced.
58. Computation of time. Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service, posting or other
communication of the notice shall not be counted in such number of days or other
period, and such number of days or other period shall commence on the day
following the day of service, posting or other communication of the notice and
shall terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday
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or holiday the period shall terminate at midnight of the day next following that
is not a Sunday or holiday.
59. Proof of service. A certificate of any officer of the Corporation in
office at the time of the making of the certificate or of an agent of the
Corporation as to facts in relation to the mailing or delivery or service of any
notice or other documents to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive evidence thereof
and shall be binding on every shareholder, director, officer or auditor of the
Corporation, as the case may be.
CHEQUES, DRAFTS, NOTES, ETC.
60. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers or
other person or persons, whether or not officers of the Corporation, and in such
manner as the directors may from time to time designate by resolution.
CUSTODY OF SECURITIES
61. All securities (including warrants) owned by the Corporation shall be
lodged (in the name of the Corporation) with a chartered bank or a trust company
or in a safety deposit box or, if so authorized by resolution of the directors,
with such other depositaries or in such other manner as may be determined from
time to time by the directors.
All securities (including warrants) belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with right of survivorship) and shall be endorsed in
blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
62. Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by any two officers and all contracts, documents
or instruments in writing so signed shall be binding upon the Corporation
without any further authorization or formality. The
- 25 -
directors are authorized from time to time by resolution to appoint any officer
or officers or any other person or persons on behalf of the Corporation either
to sign contracts, documents or instruments in writing generally or to sign
specific contracts, documents or instruments in writing.
The corporate seal of the Corporation may, when required, be affixed to
contracts, documents or instruments in writing signed as aforesaid or by an
officer or officers, person or persons appointed as aforesaid by resolution of
the board of directors.
The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
powers of attorney, agreements, releases, receipts and discharges for the
payment of money or other obligations, conveyances, transfers and assignments of
securities and all paper writings.
In particular, without limiting the generality of the foregoing, any two
officers are authorized to sell, assign, transfer, exchange, convert or convey
all securities owned by or registered in the name of the Corporation and to sign
and execute (under the seal of the Corporation or otherwise) all assignments,
transfers, conveyances, powers of attorney and other instruments that may be
necessary for the purpose of selling, assigning, transferring, exchanging,
converting or conveying any such securities.
The signature or signatures of any such officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
by authorization by resolution of the directors, shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and
purposes as if they had been signed manually
- 26 -
and notwithstanding that the officers, directors or persons whose signature or
signatures is or are so reproduced may have ceased to hold office at the date of
the delivery or issue of such contracts, documents or instruments in writing or
securities of the Corporation.
ENFORCEMENT OF LIEN FOR INDEBTEDNESS
63. Unless the Corporation has shares listed on a stock exchange recognized by
the Ontario Securities Commission, the Corporation has a lien on shares
registered in the name of a shareholder or his legal representative for a debt
of that shareholder to the Corporation. The directors of the Corporation may
authorize the Corporation to apply any dividends or other distributions paid or
payable on or in respect of the share or shares in respect of which the
Corporation has such a lien in repayment of the debt of that shareholder to the
Corporation.
FINANCIAL YEAR
64. The financial year of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.
ENACTED the 4th day of January , 1984.
WITNESS the corporate seal of the Corporation.
/s/ Jerry R. Lirette /s/ Cyrus McGrath
- ---------------------- C.S. -----------------------
President Secretary
The undersigned, being all the directors of D-M-E OF CANADA LIMITED,
pursuant to subsection 129(1) of the Business Corporations Act, 1982, by their
signatures hereby make the foregoing By-law No. 1 of the by-laws of the said
Corporation.
DATED the 4th day of January , 1984.
/s/ Jerry R. Lirette /s/ Cyrus McGrath
- ----------------------- -------------------------
Jerry R. Lirette Cyrus McGrath
/s/ Orey Fidani /s/ David W. Smith
- -------------------- -------------------------
Orey Fidani David W. Smith
- 27 -
The undersigned, being the sole shareholder of D-M-E OF CANADA LIMITED,
pursuant to subsection 104(1) of the Business Corporations Act, 1982, by its
signature hereby confirms without amendment the foregoing By-law No. 1 of the
by-laws of the said Corporation made by the directors of the said Corporation.
DATED the 4th day of January, 1984.
VSI CORPORATION
by /s/ Jerry Lirette
--------------------------
/s/ Cyrus McGrath C.S.
--------------------------
D-M-E OF CANADA LIMITED
THE ROYAL BANK OF CANADA
BY-LAW NO. 2
A by-law respecting the borrowing of money and the issue of securities by
D-M-E OF CANADA LIMITED.
BE IT ENACTED as a By-Law of the Corporation as follows:
The Directors of the Corporation are hereby authorized from time to time
(a) to borrow money upon the credit of the Corporation in such amounts and on
such terms as may be deemed expedient by obtaining loans or advances or by way
of overdraft or otherwise;
(b) to issue or reissue debt obligations of the Corporation;
(c) to pledge or sell such debt obligations for such sums and at such prices
as may be deemed expedient;
(d) to mortgage, charge, hypothecate, pledge or otherwise create a security
interest in all or any property real and personal, immoveable and moveable,
undertaking and rights of the Corporation, owned or subsequently acquired, to
secure any debt obligations of the Corporation present or future or any money
borrowed or to be borrowed or any other debt or liability of the Corporation
present or future;
(e) to delegate to such officer(s), Director(s) or committee of Directors of
the Corporation as the Directors may designate all or any of the foregoing
powers to such extent and such manner as the Directors may determine.
This By-law shall remain in force and be binding upon the Corporation as
regards any party acting on the faith thereof until a copy, certified by the
Secretary of the Corporation, of a By-law repealing or replacing this
- 2 -
By-law shall have been received by such party and duly acknowledged in writing.
ENACTED this 4th day of January , 1984.
AS WITNESS the corporate seal of the Corporation.
/s/ Jerry R. Lirette /s/ Cyrus McGrath
- -------------------------------------- C.S. ------------------------------------
President Secretary
The undersigned, being all the directors of D-M-E OF CANADA LIMITED,
pursuant to subsection 129(1) of the Business Corporations Act, 1982, by their
signatures hereby make the foregoing By-law No. 1 of the by-laws of the said
Corporation.
DATED the 4th day of January , 1984.
/s/ Jerry R. Lirette /s/ Cyrus McGrath
- ------------------------------ ------------------------------
Jerry R. Lirette Cyrus McGrath
/s/ Orey Fidani /s/ David W. Smith
- ------------------------------ ------------------------------
Orey Fidani David W. Smith
The undersigned, being the sole shareholder of D-M-E OF CANADA LIMITED,
pursuant to subsection 104(1) of the Business Corporations Act, 1982, by its
signature hereby confirms without amendment the foregoing By-law No. 1 of the
by-laws of the said Corporation made by the directors of the said Corporation.
DATED the 4th day of January , 1984.
VSI CORPORATION
by /s/ Jerry R. Lirette
---------------------------
/s/ Cyrus McGrath
--------------------------- C.S.