EXHIBIT 3.26
BY-LAW NO. 7
A by-law relating generally to the transaction
of the business and affairs of
450500 ONTARIO LIMITED
(hereinafter called the "Corporation")
SECTION 1
INTERPRETATION
1.01 DEFINITIONS: In this by-law, unless the context otherwise requires:
(a) "Act" means the Business Corporations Act, as amended or re-
enacted from time to time;
(b) "articles" means the original or restated articles of
incorporation, articles of amendment, articles of
amalgamation, articles of arrangement, articles of
continuance, articles of dissolution, articles of
reorganization, articles of revival and includes any
amendments thereto;
(c) "board" means the board of directors of the Corporation;
(d) "by-law" means any by-law of the Corporation as from time to
time in force and effect;
(e) "resident Canadian" means an individual who is,
(i) a Canadian citizen ordinarily resident in Canada,
(ii) a Canadian citizen not ordinarily resident in Canada
who is a member of a prescribed class of persons, or
(iii) a permanent resident within the meaning of the
Immigration Act (Canada) and ordinarily resident in
Canada ("resident canadien");
(f) "unanimous shareholder agreement" means a written agreement
among all the shareholders of the Corporation or among all the
shareholders and one or more persons who are not shareholders,
or a written declaration of the beneficial holder of all of
the issued shares of the Corporation that restricts in whole
or in part the
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power of the directors to manage or supervise the management
of the business and affairs of the Corporation;
(g) All terms contained in the by-laws which are defined in the
Act shall have the meanings given to such terms in the Act
save as specifically provided herein to the contrary.
1.02 INTERPRETATION: Words importing the singular number only shall include
the plural and vice versa; words importing masculine gender shall include the
feminine and neuter genders. Wherever reference is made in this or any other
by-law or in any special resolution of the Corporation to any statute or section
thereof, such reference shall be deemed to extend and refer to any amendment or
to re-enactment of such statute or section, as the case may be.
SECTION 2
GENERAL
2.01 CORPORATE SEAL: The Corporation may have a corporate seal which the
directors may by resolution from time to time adopt.
2.02 FISCAL PERIOD: The fiscal period of the Corporation shall terminate on
such day in each year as the board of directors may from time to time by
resolution determine.
2.03 EXECUTION OF DOCUMENTS: Contracts, documents, share certificates or any
instruments in writing requiring the signature of the Corporation may be signed
by any one of the directors or officers of the Corporation and all contracts,
documents, share certificates and instruments in writing so signed shall be
binding upon the Corporation without any further authorization or formality.
Notwithstanding this, the board may at any time and from time to time direct the
manner in which and the person or persons by whom any particular deed, transfer,
contract or obligation or any class of deeds, transfers, contracts or
obligations may be signed.
SECTION 3
DIRECTORS
3.01 POWERS: Subject to any unanimous shareholder agreement, the board shall
manage, or supervise the management of, the business and affairs of the
Corporation. The board 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, a unanimous shareholder agreement, any special
resolution of the Corporation or by statute expressly directed or required to be
done in some other manner.
3.02 ELECTION AND TERM: Subject to subsection 120(a) of the Act, the
election of directors shall take place at the first meeting of shareholders
after the effective date of
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this by-law, and at each succeeding annual meeting at which an election of
directors is required. The directors shall hold office for a term expiring not
later than the close of the third annual meeting of shareholders following the
election. A director not elected for an expressly stated term ceases to hold
office at the close of the first annual meeting of shareholders following his
election. Incumbent directors, if qualified, shall be eligible for re-election.
If an election of directors is not held at the proper time the directors shall
continue in office until their successors are elected.
SECTION 4
MEETING OF DIRECTORS
4.01 CALLING OF MEETINGS: Meetings of the board shall be held from time to
time at such place within or outside Ontario as the Chairman of the Board, the
President or a majority of the directors may determine. A meeting of the board
may be convened by the Chairman of the Board, the President or any one director
at any time and the Secretary shall, upon direction from any of the foregoing,
convene a meeting of the board.
4.02 NOTICE OF MEETING: Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 9.01 to each director not
less than forty-eight hours before the time when the meeting is to be held. A
notice of a meeting of directors need not specify the purpose of or the business
to be transacted at the meeting except where the Act requires such purpose or
business to be specified. A director may in any manner and at any time waive
notice of or otherwise consent to a meeting of the board and 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.
4.03 MEETINGS BY TELEPHONE OR ELECTRONIC FACILITIES: If all the directors
present at or participating in the meeting consent, a director or all of the
directors may participate in a meeting of the board or of a committee of the
board 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 any director participating in such
a meeting by such means is deemed to be present at the meeting. Any such consent
shall be effective whether given before or after the meeting to which it relates
and may be given with respect to all meetings of the board and of committees of
the board held while a director holds office. For the purpose hereof,
participation in a meeting by such means shall be deemed to be such consent. If
a majority of the directors participating in such a meeting are then in Canada
the meeting shall be deemed to have been held in Canada.
4.04 QUORUM: Subject to any unanimous shareholder agreement, a quorum at any
meeting of directors shall be a majority of the directors.
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4.05 CHAIRMAN OF MEETINGS: Subject to the provisions of any resolution of
the directors specifying the duties of the Chairman of the Board hereof, the
President (if he is a director and if he is present), shall preside as chairman
at all meetings of the board. In the absence of a President who is a director,
the directors present shall choose one of their number to be chairman of the
meeting.
4.06 VOTES TO GOVERN: All questions arising at any meeting of directors
shall, subject to any unanimous shareholder agreement, be decided by a majority
of the votes cast on the question.
4.07 COMMITTEES OF DIRECTORS: Directors may appoint from their number a
committee of directors and delegate to such committee any of the powers of the
directors except those which, under the Act, a committee of directors has no
authority to exercise. If the directors appoint a committee of directors, a
majority of the members of the committee must be resident Canadians. The
meetings and proceedings of the committee shall be governed by the provisions of
the by-laws of the Corporation for regulating the meetings and proceedings of
the directors as far as the same are applicable thereto.
SECTION 5
OFFICERS
5.01 APPOINTMENT: Subject to the Act and to any unanimous shareholder
agreement, the board may from time to time designate the offices of the
Corporation, appoint officers, specify their duties and delegate to them powers
to manage the business and affairs of the Corporation. None of the officers,
except the Chairman of the Board, if any, need be a director of the Corporation.
Two or more offices of the Corporation may be held by the same person.
5.02 CHAIRMAN OF THE BOARD: The Chairman of the Board (if any) shall, when
present, preside at all meetings of the directors and shareholders and of any
committee of directors; he shall sign such contracts, documents or instruments
in writing as may require his signature in accordance with the by-laws and shall
have such other powers and duties as may from time to time be assigned to him by
the board of directors.
5.03 PRESIDENT: If appointed, the President shall be the chief executive
officer of the Corporation and, subject to the authority of the board, shall
exercise general supervision of the business and affairs of the Corporation; and
he shall have such other powers and duties as the board may specify. In the
absence of the Chairman of the Board, if any, the President shall, when present,
chair all meetings of the directors and the shareholders and of any committee of
directors.
5.04 VICE-PRESIDENT: In the absence or disability or refusal to act of the
President, a Vice-President may be vested with all the powers and may perform
all the duties of the President, or if there is more than one Vice-President, by
the Vice-President
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in order of seniority or designation (as determined by the board), except that
no Vice-President shall preside at a meeting of the board unless he is also a
director.
5.05 SECRETARY: The Secretary shall attend and be the Secretary of all
meetings of the board, shareholders and committees of the board and shall enter
or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when instructed,
all notices to shareholders, directors, officers, auditors and members of
committees of the board; he shall be the custodian of all books, papers,
records, documents and instruments belonging to the Corporation, except when
some other officer or agent has been appointed for that purpose; and he shall
have such other powers and duties as the board may specify.
5.06 TREASURER: The Treasurer shall keep or cause to be kept proper
accounting records in compliance with the Act and shall be responsible for the
deposit of money, the safekeeping of securities and the disbursement of the
funds of the Corporation; he shall render to the board whenever required an
account of all his transactions as Treasurer and of the financial position of
the Corporation; and he shall have such other powers and duties as the board may
specify or as are incident to his office.
5.07 MANAGING DIRECTOR: The directors may appoint from their number a
managing director who is a resident Canadian and, subject to the Act and any
unanimous shareholder agreement, may delegate to such managing director any of
the powers of the board.
SECTION 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.01 LIMITATION OF LIABILITY: Every director and officer of the Corporation
in exercising their powers and discharging their duties shall act honestly and
in good faith with a view to the best interest of the Corporation and shall
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. Subject to the foregoing, no director or
officer shall be liable for the acts, omissions, failures, neglects or defaults
of any other director, officer or employee, or for joining in any 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 the Corporation shall be invested, or damage arising from the bankruptcy,
insolvency, or tortious act of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss
occasioned by any error of judgment or oversight on his or her part, or for any
other loss, damage or misfortune which shall happen in the execution of the
duties of his or her office or in relation thereto. Nothing herein shall relieve
any director or officer from the duty to act in accordance with the Act and the
regulations thereunder or from liability for any breach thereof.
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6.02 INDEMNITY: Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, 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 or 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 the Corporation or such body
corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
6.03 RIGHT TO INDEMNIFICATION: The Corporation shall also indemnify an
individual referred to in section 6.02 in such other circumstances as the Act or
law permits or requires. Nothing in these by-laws shall limit the right of any
person entitled to indemnity to claim indemnity apart from the provisions of
these by-laws.
6.04 INSURANCE: Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any
individual referred to in section 6.02 as the board may from time to time
determine.
SECTION 7
MEETINGS OF SHAREHOLDERS
7.01 CALLING OF MEETINGS: The directors of the Corporation shall call an
annual meeting of shareholders not later than eighteen (18) months after the
Corporation comes into existence and subsequently not later than fifteen (15)
months after holding the last preceding annual meeting. The directors of the
Corporation may at any time call a special meeting of shareholders. The
Secretary shall cause notice of a meeting of shareholders to be given in
accordance with section 7.03 hereof when directed to do so by the board or the
President.
7.02 PLACE OF MEETINGS: Subject to the articles and any unanimous
shareholder agreement, meetings of shareholders shall be held at such place in
or outside Ontario as the directors determine or at the registered office of the
Corporation.
7.03 NOTICE OF MEETINGS: Notice of the time and place of each meeting of
shareholders shall be given by the Secretary of the Corporation in the manner
provided in section 9.01 hereof not less than ten (10), nor more than fifty (50)
days before the date of
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the meeting to each director, to the auditor and to each shareholder entitled to
vote at the meeting. A shareholder may in any manner and at any time waive
notice of or otherwise consent to a meeting of shareholders.
7.04 MEETINGS WITHOUT NOTICE: A meeting of shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present
in person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to
such meeting being held; and
(b) if the auditors and the directors are present or waive notice
of or otherwise consent to such meeting being held.
At such a meeting any business may be transacted which the Corporation
at a meeting of shareholders may transact.
7.05 MEETINGS BY ELECTRONIC MEANS: A meeting of shareholders may be held by
telephone or electronic means and a shareholder who, through those means, votes
at the meeting or establishes a communications link to the meeting shall be
deemed to be present at the meeting.
7.06 CHAIRMAN AND SECRETARY: Subject to the provisions of this section and
of section 5.02 hereof, the President shall preside as chairman at each meeting
of the shareholders. In the event that the President is not present within
fifteen (15) minutes from the time fixed for holding the meeting, or is unable
or refuses to preside as Chairman at such meeting, the persons present and
entitled to vote shall choose one of their number to be chairman. The Secretary
shall be the secretary of any meeting of shareholders. If the Secretary is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as Secretary of the meeting.
7.07 PERSONS ENTITLED TO BE PRESENT: The only persons entitled to be present
at a meeting of the shareholders shall be those entitled to vote thereat, the
directors and auditors of the Corporation and others who, although not entitled
to vote, are entitled or required under any provision of the Act or the articles
or by-laws to be present at the meeting. Any other person may be admitted only
on the invitation of the chairman of the meeting or with the consent of the
meeting.
7.08 QUORUM: Subject to any unanimous shareholder agreement, the holders of
a majority of the shares entitled to vote at a meeting of shareholders, whether
present in person or represented by proxy, constitute a quorum, irrespective of
the number of persons actually present at the meeting. No business shall be
transacted at any meeting while a quorum is not present. If the Corporation has
only one (1) shareholder or only one (1) shareholder of any class or series of
shares, the shareholder present in person or represented by proxy constitutes a
meeting.
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7.09 PROXIES: Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not be shareholders as the shareholder's nominee, to attend and act at
the meeting in the manner, to the extent authorized and with the authority
conferred by the proxy. A proxy shall be in writing executed by the shareholder
or his duly appointed attorney and shall conform with the requirements of the
Act.
7.10 VOTES TO GOVERN: At any meeting of shareholders every question shall,
unless otherwise required by the Act, the articles, by-laws or any unanimous
shareholder agreement, be determined by the majority of the votes cast on the
question.
7.11 SHOW OF HANDS: Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Whenever a vote by show
of hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.
7.12 BALLOTS: On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereof, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct except if the ballot be demanded on the election of a
chairman or on the question or adjournment or termination, in which event the
ballot shall be taken forthwith without adjournment. A requirement or demand for
a ballot may be withdrawn at any time prior to the taking of the ballot. If a
ballot is taken, each person present shall be entitled, in respect of the shares
which he is entitled to vote at the meeting upon the question, to that number of
votes provided by the Act or the articles, and the result of the ballot so
taken shall be the decision of the shareholders upon the said question.
SECTION 8
SHARES AND TRANSFERS
8.01 LIEN FOR INDEBTEDNESS: If the articles of the Corporation provide that
the Corporation has a lien on a share or shares registered in the name of a
shareholder or the shareholder's personal representative for a debt of that
shareholder to the Corporation, the right of the Corporation to the lien shall
be noted conspicuously on every security certificate. The directors may refuse
to permit the registration of a transfer of any share or share of the
Corporation registered in the name of a shareholder who is indebted to the
Corporation. Subject to the Act, the directors of the Corporation may
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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.
8.2 TRANSFER OF SHARES: Subject to the provisions of the Act and subject to
the restrictions on transfer (if any) set forth in the articles, by-laws and any
unanimous shareholder agreement, shares of the Corporation shall be transferable
on the books of the Corporation upon surrender of the certificate representing
such shares properly endorsed or accomplished by a properly executed transfer.
8.3 DEFACED, DESTROYED, STOLEN OR LOST CERTIFICATES: Where the owner of a
share or shares of the Corporation claims that the certificate for such share or
shares has been defaced, lost, apparently destroyed or wrongfully taken, the
Corporation shall issue a new share certificate in place of the original share
certificate on such terms as to indemnity, reimbursement of expenses and
evidence of loss and of title as the board may from time to time prescribe,
whether generally or in any particular case.
SECTION 9
NOTICES
9.01 METHOD OF GIVING NOTICE: Any notice, communication or other document to
be given by the Corporation to a shareholder, director, officer, or auditor of
the Corporation under any provision of the Act, the articles or by-laws shall be
sufficiently given if delivered personally to the person to whom it is to be
given or if delivered to his latest address as shown in the records of the
Corporation or if mailed by prepaid ordinary mail or airmail in a sealed
envelope addressed to him at his latest address as shown in the records of the
Corporation or if sent by any means of any telephonic, electronic or other
communication facility. The Secretary may change the address on the records of
the Corporation of any shareholder that produces a written copy in accordance
with any information believed by him to be reliable. A notice, communication or
document so delivered shall be deemed to have been given when it is delivered
personally or at the address aforesaid. A notice, communication or document so
mailed shall be deemed to have been given on the fifth day after it is deposited
in a post office or public letter box. A notice sent by any means of electronic
or recorded telephonic communication shall be deemed to have been given when
delivered to the appropriate communication corporation or agency or its
representative for dispatch.
SECTION 10
MISCELLANEOUS
10.01 EFFECTIVE DATE: These by-laws shall come into force when made by the
board and confirmed by the shareholders in accordance with the Act.
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10.02 PARAMOUNTCY: In the event of any conflict between any provision of
these by-laws and any unanimous shareholder agreement, the provisions of the
unanimous shareholder agreement shall prevail to the extent of the conflict, and
the directors and the shareholders shall amend these by-laws accordingly.
PASSED this 30th day of October 2003
WITNESS the corporate seal of the Corporation.
/s/ David Lawrence
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President- David Lawrence