EXHIBIT 3.30
BY-LAW NO. I
A by-law relating generally to
the conduct of the affairs of
2913607 CANADA LIMITED
CONTENTS
1. Interpretation 8. Dividends
2. Directors 9. Fiscal Year
3. Meetings of Directors 10. Notices
4. Remuneration and Protection 11. Execution of Documents
5. Officers 12. Effective Date
6. Meetings of Shareholders
7. Shares
BE IT ENACTED as a by-law of
2913607 CANADA LIMITED as follows,-
1. INTERPRETATION
1.01 In this by-law and all other by-laws and resolutions of the
Corporation, unless the context otherwise requires:
(a) "Act" means the Canada Business Corporations Act as amended from
time to time;
(b) "articles" means the articles of incorporation of the Corporation as
amended from time to time;
(c) "board" means the board of directors of the Corporation;
(d) "by-laws" means all by-laws, including special by-laws, of the
Corporation as amended from time to time;
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(e) "Corporation" means this Corporation;
(f) "person" includes a body corporate, corporation, company,
partnership, syndicate, trust and any number or aggregate of
persons;
(g) the singular includes the plural, and the plural includes the
singular;
(h) the masculine gender includes the feminine and the neuter.
1.02 All terms defined in the Act have the same meanings in the by-laws
and resolutions of the Corporation.
2. DIRECTORS
2.01 Powers - Subject to any unanimous shareholder agreement, the
business and affairs of the Corporation shall be managed by a board of 2
directors who 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 by-laws or by
statute expressly directed or required to be done by the Corporation at meetings
of the shareholders.
2.02 Resident Canadians - A majority of the directors and of any committee
of the directors shall be resident Canadians as defined in the Act.
2.03 Qualifications - Any person may be a director of the Corporation who
is not disqualified by the Act.
2.04 Election and Term - The election of directors shall take place at
each annual meeting of shareholders and all the directors then in office shall
retire at the close of the
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meeting but, 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.
2.05 Resignation - A director may resign from office upon giving notice
thereof in writing to the Corporation and the resignation becomes effective at
the time specified in the resignation or upon receipt by the Corporation,
whichever is the later.
2.06 Removal - Subject to section 104 of the Act, the shareholders may, by
resolution passed by a majority of the votes cast at a special meeting of
shareholders duly called for that purpose, remove any director before the
expiration of his term of office and may, by a majority of votes cast at the
meeting, elect any person in his stead for the remainder of his term.
2.07 Vacation of Office - The office of a director is vacated if he dies
or resigns his office, if he is removed from office by the shareholders, or if
he ceases to have the necessary qualifications.
2.08 Filling Vacancies - Where a vacancy occurs in the board, except a
vacancy resulting from an increase in the number or minimum number of directors
or from failure to elect the number or minimum number of directors required by
the articles and a quorum of directors remains in office, the
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directors then in office (even though a majority of such directors are not
resident Canadians) may appoint a person to fill the vacancy for the remainder
of the term. If there is not then a quorum of directors, or if there has been a
failure to elect the number or minimum number of directors required by the
articles, the directors then in office shall forthwith call a special meeting of
shareholders to fill the vacancy, and, if they fail to do so or if there are no
directors then in office, the meeting may be called by any shareholder.
3. MEETINGS OF DIRECTORS
3.01 Place of Meetings - Meetings of the board of directors may be held at
the head office of the Corporation or at any other place in or outside Canada.
3.02 Quorum - A majority of the number of directors required by the
articles constitutes a quorum at any meeting of directors, and, notwithstanding
any vacancy among the directors, a quorum of directors may exercise all the
powers of the directors.
3.03 Resident Canadians - Directors shall not transact business at a
meeting of directors unless a majority of the directors present are resident
Canadians.
3.04 Notwithstanding Section 3.03, directors may transact business at a
meeting of directors where a majority of resident Canadian directors is not
present if,
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(a) A resident Canadian director who is unable to be present approves in
writing or by telephone or other communications facilities the
business transacted at the meeting; and
(b) A majority of resident Canadian directors would have been present
had the director been present at the meeting.
3.05 Calling of Meetings - Meetings of the board shall be held from time
to time at such place, at such time and on such day as the president or a
vice-president who is a director or any two directors may determine, and the
secretary shall call meetings when directed or authorized by the president or by
a vice-president who is a director or by any two directors. Notice of every
meeting so called shall be given to each director not less than 48 hours
(excluding any part of a Sunday and of a holiday as defined by the
Interpretation Act) before the time when the meeting is to be held, except that
no notice of a meeting shall be necessary if all the directors are present or if
those absent have waived notice of or otherwise signified their consent to the
holding of such meeting. A notice of a meeting of directors shall specify any
matter referred to in subsection 110(3) of the Act that is to be dealt with at
the meeting but need not otherwise specify the purpose of the business to be
transacted at the meeting.
3.06 Regular Meetings - The board may appoint a day or days in any month
or months for regular meetings at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of regular meetings of the
board shall be sent to each director forthwith after being passed, but no other
notice shall be required for any such regular meetings.
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3.07 First Meeting of New Board - Each newly elected board may without
notice hold its first meeting for the purpose of organization and the election
and appointment of officers immediately following a meeting of shareholders at
which such board is elected, provided that a quorum of directors is present.
3.08 Votes to Govern - At all meetings of the board, every question shall
be decided by a majority of the votes cast on the question.
3.09 Disclosure of Interests in Contracts - Every director or officer of
the Corporation who is a party to a material contract or proposed material
contract with the Corporation, or is a director or officer or has a material
interest in any Corporation which is a party to a material contract or proposed
material contract with the Corporation shall disclose in writing to the
Corporation or request to have entered in the minutes of a meeting of directors
the nature and extent of his interest as required by section 115 of the Act.
3.10 Waiver of Notice - A director may in any manner waive a notice of a
meeting of directors; 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 transactions of any business on the
grounds that the meeting is not lawfully called.
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3.11 Participation by Telephone - A director may, if all the directors of
the Corporation consent, participate in a meeting of directors or of a committee
of directors by means of such telephone or other communications facilities as
permits all persons participating at the meeting to hear each other, and a
director participating in such a meeting is deemed to be present at the meeting.
3.12 Adjournment - Notice of an adjourned meeting of directors is not
required to be given if the time and place of the adjourned meeting is announced
at the original meeting.
3.13 Delegation - Directors may appoint from their number a managing
director who is a resident Canadian or a committee of directors and delegate to
such managing director or committee any of the powers of the directors. If the
directors appoint a committee of directors, a majority of the members of the
committee must be resident Canadians.
3.14 Resolution in Lieu of Meeting - A resolution in writing, signed by
all the directors entitled to vote on that resolution at a meeting of directors
or committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors. A copy of every such resolution shall be
kept with the minutes of the proceedings of the directors or committee of
directors.
3.15 One Director Meeting - If the Corporation has only one director, that
director may constitute a meeting.
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4. REMUNERATION AND PROTECTION
4.01 Remuneration - The directors shall be paid such remuneration as may
from time to time be determined by the board. Such remuneration shall be in
addition to any salary or professional fees payable to a director who serves the
Corporation in any other capacity. In addition, directors shall be paid such
sums in respect of their out-of-pocket expenses incurred in attending board,
committee or shareholders meetings or otherwise in respect of the performance by
them of their duties as the board may from time to time determine.
4.02 Indemnity of Directors and Officers - Except as provided in Section
119 of the Act, every director and officer of the Corporation, every 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 shall, from time to time, be indemnified and saved harmless by
the Corporation from and 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
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(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.
5. OFFICERS
5.01 Election or Appointment - At the first meeting of the board after
each election of directors, the board shall elect or appoint a president, and a
secretary and if deemed advisable may appoint one or more vice-presidents, a
general manager, a treasurer and such other officers as the board may determine
including one or more assistants to any of the officers so appointed. None of
the said officers, except the president need be a director or shareholder. Any
two of the said offices may be held by the same person. If the same person holds
the office of secretary and treasurer, he may, but need not, be known as the
secretary-treasurer.
5.02 Term, Remuneration and Removal - The terms of employment and
remuneration of all officers elected or appointed by the board (including the
president) shall be determined from time to time by resolution of the board. The
fact that any office or employee is a director or shareholder of the Corporation
shall not disqualify him from receiving such remuneration as may be determined.
All officers, in the absence of agreement to the contrary, shall be subject to
removal by resolution of the board at any time with or without cause.
5.03 President - The President shall be the chief executive officer of the
Corporation. He shall, if present, presi at all meetings of the shareholders
and of the directors and shall
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be charged with the general supervision of the business and affairs of the
Corporation except the power to do anything referred to in subsection 110(3) of
the Act. Except when the board has appointed a general manager or managing
director, the President shall also have the powers and be charged with the
duties of that office except the power to do anything referred to in subsection
110(3) of the Act.
5.04 Vice-president - The vice-president, or if there are more than one,
the vice-presidents in order of seniority (as determined by the board) shall be
vested with all the powers and shall perform all the duties of the president in
the absence or disability or refusal to act of the president, except that he
shall not preside at meetings of the directors or shareholders unless he is
qualified to attend meetings of directors or shareholders as the case may be. If
a vice-president exercises any such duty or power, the absence or inability of
the president shall be presumed with reference thereto. A vice-president shall
also perform such duties and exercise such powers as the president may from time
to time delegate to him or the board may prescribe.
5.05 General Manager - The general manager, if one is appointed, shall
have the general management and direction subject to the authority of the board
and the supervision of the president, of the Corporation's business and affairs
and the power to appoint and remove any and all officers, employees and agents
of the Corporation not elected or appointed directly by
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the board and to settle the terms of their employment and remuneration but shall
not have the power to do any of the things set forth in section 110 (3) of the
Act. If and so long as the general manager is a director, he may but need not be
known as the managing director.
5.06 Secretary - The secretary shall attend all meetings of the directors,
shareholders and committees of the board and shall enter or cause to be entered
in books kept for that purpose minutes of all proceedings at such meetings; he
shall give, or cause to be given, when instructed, notices required to be given
to shareholders, directors, auditors and members of committees; he shall be the
custodian of the stamp or mechanical device generally used for affixing the
corporate seal of the Corporation and of all books, papers, records, documents
and other instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.
5.07 Treasurer - The Treasurer shall keep, or cause to be kept proper
accounting records as required by the Act; he shall deposit or cause to be
deposited all monies received by the Corporation in the Corporation's bank
account; he shall, under the direction of the board, supervise 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 perform
such other duties as may from time to time be prescribed by the board.
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5.08 Other Officers - The duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or the board requires of
them. Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board
otherwise directs.
5.09 Variation of Duties - From time to time the board may vary, add to or
limit the powers and duties of any officer or officers, but shall not delegate
to any officer any of the powers set forth in subsection 110 (3) of the Act.
5.10 Agents and Attorneys - The board shall have power from time to time
to appoint agents or attorneys for the Corporation in or out of Ontario with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
5.11 Fidelity Bonds - The board may require such officers, employees and
agents of the Corporation as it deems advisable to furnish bonds for the
faithful performance of their duties, in such form and with such surety as the
board may from time to time prescribe.
6. MEETINGS OF SHAREHOLDERS
6.01 Annual Meetings - The annual meeting of shareholders of the
Corporation shall be held at such time and on such day in each year as the board
may from time to time determine, for the purpose of receiving the reports and
statements
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required by the Act to be laid before the annual meeting, electing directors,
appointing auditors and fixing their remuneration, and for the transaction of
such other business as may properly be brought before the meeting.
6.02 Special Meetings - The directors may at any time call a special
meeting of shareholders, for the transaction of any business which may properly
be brought before such a meeting of shareholders. All business transacted at an
annual meeting of shareholders, except consideration of the financial
statements, auditors report, election of directors and re-appointment of the
incumbent auditor, is deemed to be special business.
6.03 Place of Meetings - Meetings of shareholders shall be held at the
head office of the Corporation, or at such other place within Canada as the
directors from time to time determine.
6.04 Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be sent not less than 21 days and not more than 50 days
before the date of the meeting to the auditor of the Corporation, to each
director, and to each person whose name appears on the records of the
Corporation at the close of business on the day next preceding the giving of the
notice as a shareholder entitled to vote at the meeting. Notice of a special
meeting of shareholders shall state,
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(a) the nature of the business to be transacted at the meeting in
sufficient detail to permit the shareholders to form a reasoned
judgment thereon; and
(b) the text of any special resolution to be submitted to the meeting.
6.05 Persons Entitled to be Present - The only persons entitled to attend
a meeting of shareholders shall be those entitled to vote thereat, the directors
and the auditor of the Corporation and others who although not entitled to vote
are entitled or required under any provision of the Act or by-laws of the
Corporation 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.
6.06 Quorum - The holders of a majority of the shares entitled to vote at
a meeting of shareholders present in person or by proxy constitutes a quorum for
the transaction of business at any meeting of shareholders.
6.07 One Shareholder Meeting - If the Corporation has only one
shareholder, or only one holder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting.
6.08 Right to Vote - At any meeting of shareholders, unless the articles
otherwise provide, each share of the Corporation entitles the holder thereof to
one vote at a meeting of shareholders.
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6.09 Joint Shareholders - Where two or more persons hold the same share or
shares jointly, any one of such persons present at a meeting of shareholders may
in the absence of the others vote the shares but, if two or more of such persons
who are present in person or by proxy, vote, they shall vote as one on the
shares jointly held by them.
6.10 Proxies - Every shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxyholder or one or more
alternate proxyholders who are not required to be shareholders to attend and act
at the meeting in the manner and to the extent authorized by the proxy and with
the authority conferred by the proxy. A proxy shall be in writing and executed
by the shareholder or by his attorney authorized in writing. Subject to the
requirements of the Act, the instrument may be in such form as the directors
from time to time prescribe or in such other form as the chairman of the meeting
may accept as sufficient. It shall be deposited with the secretary of the
meeting before any vote is taken under its authority, or at such earlier time
and in such manner as the board may prescribe.
6.11 Scrutineers - At each meeting of shareholders one or more scrutineers
may be appointed by a resolution of the meeting or by the chairman with the
consent of the meeting to serve at the meeting. Such scrutineers need not be
shareholders of the Corporation.
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6.12 Votes to Govern - Unless otherwise required by the Act, or the
articles or by-laws of the Corporation, all questions proposed for the
consideration of the shareholders at a meeting shall be decided by a majority of
the votes cast thereon.
6.13 Show of Hands - At all meetings of shareholders every question shall
be decided by a show of hands unless a ballot thereon be required by the
chairman or be demanded by a shareholder or proxyholder present and entitled to
vote. Upon a show of hands every person present and entitled to vote, has one
vote regardless of the number of shares he represents. After a show of hands has
been taken upon any question, the chairman may require or any shareholder or
proxyholder present and entitled to vote may demand a ballot thereon. Whenever a
vote by show of hands shall have been taken upon a question unless a ballot
thereon be so required or demanded a declaration by the chairman 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 the question. The result of the vote so
taken and declared shall be the decision of the Corporation on the question. A
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot.
6.14 Ballots - If a ballot is required by the chairman of the meeting or
is demanded and the demand is not withdrawn, a ballot upon the question shall be
taken in such manner as the chairman of the meeting directs.
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6.15 Adjournment - The chairman of a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place.
7. SHARES
7.01 issue - Shares in the Corporation may be issued at such times, to
such person or persons or class of persons as the directors may determine.
7.02 Share Certificates - Every holder of one or more shares of the
Corporation is entitled, without payment, to a share certificate showing the
number and class of shares held by him as shown on the records of the
Corporation. Share certificates shall be in such form or forms as the board from
time to time approves. unless otherwise ordered by the directors, they shall be
signed by the president or a vice-president and by the secretary or an assistant
secretary and need not be under the corporate seal; provided that certificates
representing shares in respect of which a transfer agent or registrar has been
appointed shall not be valid unless countersigned by or on behalf of such
transfer agent or registrar. If authorized by resolution of the directors, the
corporate seal of the Corporation and the signature of one of the signing
officers, or in the case of share certificates representing shares in respect of
which a transfer agent or registrar has been appointed, the signatures of both
signing officers may be printed or otherwise mechanically reproduced upon share
certificates.
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7.03 Replacement of Share Certificates - The directors may by resolution
prescribe, either generally or in a particular case, the conditions upon which a
new share certificate may be issued to replace a share certificate which has
been defaced, lost, stolen or destroyed.
7.04 Securities Records - The directors may from time to time appoint an
agent to maintain the central securities register for the shares of the
Corporation and if deemed advisable one or more branch securities registers.
8. DIVIDENDS
8.01 Declaration - Subject to the Act and articles, the directors may from
time to time declare dividends payable to the shareholders according to their
respective rights in the Corporation. Such a dividend may be paid in money or
property or by issuing fully paid shares of the Corporation.
8.02 Payment - A dividend payable in cash shall be paid by cheque drawn on
the Corporation's bankers or one of them to the order of each registered holder
of shares of the class in respect of which it has been declared, and mailed by
ordinary mail postage prepaid to such registered holder at his last address
appearing on the records of the Corporation. In the case of joint holders the
cheque shall, unless such Joint holders otherwise direct, be made payable to the
order of all of such joint holders and if more than one address appears on the
books of the Corporation in respect of such joint holding
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the cheque shall be mailed to the first address so appearing. The mailing of
such cheque as aforesaid shall satisfy and discharge all liability for the
dividend to the extent of the sum represented thereby, unless such cheque be not
paid on presentation.
8.03 Non-Receipt of Cheque - In the event of the non-receipt of any cheque
for a dividend by the person to whom it is so sent as aforesaid, the Corporation
on proof of such non-receipt and upon satisfactory indemnity being given to it
shall issue to such person a replacement cheque for a like amount.
8.04 Purchase of Business as of Past Date - Where any business is
purchased by the Corporation as from a past date (whether such date be before or
after the incorporation of the Corporation) upon terms that the Corporation
shall as from that date take the profits and bear the losses of the business,
such profits or losses as the case may be shall, at the discretion of the
directors be credited or debited wholly or in part to revenue account, and in
that case the amount so credited or debited shall, for the purpose of
ascertaining the fund available for dividends, be treated as a profit or loss
arising from the business of the Corporation.
9. FISCAL YEAR
9.01 Fiscal Year - The financial or fiscal year of the Corporation shall
end on the 30th day of April in each year.
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10. NOTICES
10.01 Method of Giving - 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 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 last address as shown on the records of the
Corporation, or if mailed by prepaid post in a sealed envelope addressed to him
at his last address shown on the records of the Corporation or if telegraphed.
The secretary may change the address on the records of the Corporation of any
shareholder 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 when it
is deposited in a post office or public letter box; and a telegraphed notice
shall be deemed to have been given when it is delivered to the appropriate
communication company or agency or its representative for dispatch.
10.02 Computation of Time - In computing the date when notice must be
given under any provision of the articles or by-laws requiring a specified
number of days' notice of any meeting or other event, the date of giving the
notice shall, unless otherwise provided, be included.
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10.03 Omissions and Errors - The accidental omission to give any notice to
any shareholder, director, officer or auditor or the non-receipt of any notice
by any shareholder, director, officer or auditor or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
10.04 Notice to Joint Shareholders - All notices with respect to any
shares registered in more than one name may if more than one address appears on
the records of the Corporation in respect of such joint holding, be given to
such joint shareholders at the first address so appearing, and notice so given
shall be sufficient notice to all the holders of such shares.
10.05 Persons Entitled By Death or Operation of Law - Every person who by
operation of law, by transfer or the death of a shareholder or otherwise becomes
entitled to shares, is bound by every notice in respect of such shares which has
been duly given to the registered holder of such shares prior to his name and
address being entered on the records of the Corporation.
10.06 Waiver of Notice - Any shareholder (or his duly appointed proxy)
director, officer or auditor may waive any notice required to be given under the
articles or
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by-laws of the Corporation and such waiver, whether given before or after the
meeting or other event of which notice is required to be given shall cure any
default in the giving of such notice.
10.07 Signatures to Notices - The signatures to any notice to be given by
the Corporation may be written, stamped, typewritten or printed or partly
written, stamped, typewritten or printed.
11. EXECUTION OF DOCUMENTS
11.01 Signing Officers - Deeds, transfers, assignments, contracts and
obligations of the Corporation may be signed by the president or a
vice-president or a director together with the secretary or treasurer or an
assistant secretary or assistant treasurer or another director. 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.
11.02 Seal - Any person authorized to sign any document may affix the
corporate seal thereto.
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12. EFFECTIVE DATE
12.01 This by-law comes into force upon confirmation by the Shareholders
of the Corporation in accordance with the Act.
ENACTED this 19th day of April, 1993.
/s/ Ronald Parent /s/ Wendy Parent
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President - Ronald Parent Secretary-Treasurer - Wendy Parent
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The foregoing by-law is hereby passed by the Directors of the Corporation
pursuant to the Canada Business Corporations Act, as evidenced by the respective
signatures hereto of all the Directors.
DATED this 19th day of April, 1993.
/s/ Ronald Parent
----------------------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------------------
Wendy Parent
The foregoing by-law is hereby confirmed by the Shareholders of the
Corporation pursuant to the Canada Business Corporations Act, as evidenced by
the respective signatures hereto of all the Shareholders.
DATED this 19th day of April, 1993.
528650 ONTARIO LIMITED
Per: /s/ Ronald Parent/Wendy Parent
-----------------------------------
/s/ Ronald Parent
----------------------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------------------
Wendy Parent
BY-LAW NO. 2
Being a by-law respecting the borrowing of money, the issuing of
securities and the securing of liabilities by
2913607 CANADA LIMITED
BE IT ENACTED as a by-law of 2913607 CANADA LIMITED (hereinafter referred
to as the "Corporation") as follows:
1. Without limiting the borrowing powers of the Corporation as set forth in
the Act, but subject to the Articles and any unanimous shareholders agreement,
the Board may from time to time on behalf of the Corporation, without
authorization of the Shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Corporation, whether secured
or unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of the
Corporation to secure performance of any present or future indebtedness,
liability or obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any currently owned or subsequently acquired real or personal,
movable or immovable, property of the Corporation including book debts,
rights, powers, franchisee and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or guarantee or any
other present or future Indebtedness, liability or obligation of the
Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
2. The Board may from time to time delegate to a committee of the Board, a
Director or an Officer of the Corporation or any other person as may be
designated by the Board all or any of the powers conferred on the Board by
Section 1 above or by the Act to such extent and in such manner as the Board may
determine at the time of such delegation.
ENACTED by the Board this 19th day of April, 1993.
/s/ Ronald Parent /s/ Wendy Parent
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President - Ronald Parent Secretary-Treasurer - Wendy Parent
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The foregoing by-law is hereby passed by the Directors of the Corporation
pursuant to the Canada Business Corporations Act, as evidenced by the respective
signatures hereto of all the Directors.
DATED this 19th day of April, 1993.
/s/ Ronald Parent
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Ronald Parent
/s/ Wendy Parent
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Wendy Parent
The foregoing by-law is hereby confirmed by the Shareholders of the
Corporation pursuant to the Canada Business Corporations Act, as evidenced by
the respective signatures hereto of all the Shareholders.
DATED this 19th day of April, 1993.
528650 ONTARIO LIMITED
Per: /s/ Ronald Parent/Wendy Parent
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/s/ Ronald Parent
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Ronald Parent
/s/ Wendy Parent
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Wendy Parent
BY-LAW NO. 3
being a by-law to amend By-law No. 1 of
2913607 CANADA LIMITED
BE IT ENACTED as a by-law of 2913607 CANADA LIMITED (hereinafter referred
to as the "Corporation") as follows;
1. By-law No. 1 of the Corporation is hereby amended as follows:
(a) by deleting the provision in Section 2.01 and substituting therefor
the following:
"2.01 Powers - Subject to any unanimous shareholder agreement, the
board shall manage the business and affairs of the Corporation.
Until changed in accordance with the Act, the board shall consist of
such number of directors not greater than 5 nor less than 1 as the
board may from time to time determine."
(b) by deleting the following sentence from Section 5.01:
"None of the said officers, except the president need be a director
or shareholder."
The foregoing By-law No. 3 is passed as evidenced by the signatures of all
the directors of the Corporation pursuant to the provisions of the Canada
Business Corporations Act.
DATED as of the 5th day of October, 2000.
/s/ Edward J. Kowal
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Edward J. Kowal
/s/ Jerry Lirette /s/ Cyril McGrath
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Jerry Lirette Cyril McGrath
The foregoing By-law No. 3 is hereby confirmed as evidenced by the
signatures of all the shareholders of the Corporation entitled to vote pursuant
to the provisions of the Canada Business o Corporations Act.
DATED December 10, 2001.
528650 ONTARIO LIMITED D-M-E OF CANADA LIMITED
By: /s/ Jerry R. Lirette By: /s/ Jerry R. Lirette
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Name: Jerry R. Lirette Name: Jerry R. Lirette
Title: President Title: President
By: /s/ Andrew J. Murany By: /s/ Andrew J. Murany
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Name: Andrew J. Murany Name: Andrew J. Murany
Title: Treasurer Title: Vice President and Treasurer