EXHIBIT 3.6
9022-3751 QUEBEC INC.
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(Name of the Company)
(unofficial English Translation)
CODE OF GENERAL BY-LAWS
enacted in accordance with the provisions of
Part IA of the Companies Act (Quebec)
Adopted on August 24, 2004
CODE OF GENERAL BY-LAWS
OF THE COMPANY
enacted in accordance with the provisions of
Part IA of the Companies Act (Quebec)
INDEX
Page
DEFINITIONS....................................................................1
SITUATION OF HEAD OFFICE AND OFFICES...........................................1
1. Head Office.....................................................1
2. Offices.........................................................1
SHAREHOLDERS...................................................................1
3. Annual Meeting..................................................1
4. Special Meetings................................................2
5. Special General Meeting Called on Demand of Shareholders........2
6. Notice of Meetings..............................................2
7. Waiver of Notice................................................3
8. Chairman........................................................3
9. Quorum..........................................................3
10. Proxy...........................................................4
11. Voting Right....................................................5
12. Decisions Taken by the Majority.................................5
13. Casting Vote....................................................5
14. Vote by a Show of Hands.........................................5
15. Voice Vote......................................................5
16. Secret Ballot...................................................5
17. Procedure at Meetings...........................................5
18. Scrutineers.....................................................6
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Page
19. Addresses of Shareholders and Subsequent Transferees............6
20. Signed Resolutions..............................................6
21. Participation by Telephone......................................6
BOARD OF DIRECTORS.............................................................7
22. Number..........................................................7
23. Eligibility.....................................................7
24. Election and term of office.....................................7
25. Resignation.....................................................7
26. Removal.........................................................7
27. Vacancy.........................................................8
28. Filling of Vacancies............................................8
29. Remuneration....................................................8
30. General Powers of Directors.....................................8
31. Irregularity....................................................8
32. Borrowing.......................................................8
33. Use of Property or Information..................................9
34. Conflicts of Interest...........................................9
35. Contracts with the Company......................................9
MEETINGS OF THE BOARD OF DIRECTORS............................................10
36. Calling of Meetings............................................10
37. Participation by Telephone.....................................10
38. Quorum.........................................................10
39. Meeting Chairman and Secretary.................................11
40. Procedure......................................................11
41. Voting.........................................................11
42. Signed Resolution..............................................11
OFFICERS......................................................................11
43. Officers.......................................................11
44. Chairman of the Board..........................................12
45. President......................................................12
46. Vice-President.................................................12
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47. General Manager................................................12
48. Comptroller....................................................12
49. Secretary......................................................12
50. Treasurer......................................................13
51. Removal, Discharge and Resignation.............................13
52. Vacancy........................................................13
53. Remuneration...................................................13
EXECUTIVE COMMITTEE...........................................................13
54. Election.......................................................13
55. Officers, Quorum and Procedure.................................13
56. Chairmanship...................................................14
57. Secretary......................................................14
58. Powers.........................................................14
59. Supervisory Power of the Board of Directors....................14
60. Participation by Telephone and Signed Resolutions..............14
61. Meetings.......................................................14
62. Remuneration...................................................14
63. Removal and Filling of Vacancies...............................14
INDEMNIFICATION AND EXONERATION...............................................15
64. Indemnification and Reimbursement of Expenses..................15
65. Defence - Prosecution by Third Party...........................15
66. Expenses - Criminal Proceedings................................15
67. Prosecution by the Company.....................................15
68. Director of Another Company....................................15
69. Liability Insurance............................................16
70. Reimbursement of Expenses......................................16
CAPITAL STOCK.................................................................16
71. Issue and Stock Options........................................16
72. Calls..........................................................16
73. Share Certificates and Share Transfers.........................16
74. Transfer of Shares.............................................17
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75. Record Date and Closing of Books...............................17
76. Transfer Agents and Registrars.................................17
77. Lost or Destroyed Certificates.................................17
DIVIDENDS.....................................................................18
78. Dividends......................................................18
FISCAL YEAR AND AUDIT.........................................................18
79. Fiscal Year....................................................18
80. Audit..........................................................18
COMPANY REPRESENTATION FOR CERTAIN PURPOSES...................................19
81. Declaration....................................................19
82. Representation at Meetings.....................................19
83. Signature of Documents.........................................20
84. Declarations in the Register...................................20
MISCELLANEOUS PROVISIONS......................................................20
85. Conflict with the Articles.....................................20
86. Amendments.....................................................20
CODE OF GENERAL BY-LAWS
OF THE COMPANY
enacted in accordance with the provisions of Part IA
of the Companies Act (Quebec)
DEFINITIONS
For the purposes of these By-laws, unless otherwise provided:
"Unanimous Agreement of the Shareholders" means an agreement described in
section 123.91 of the Act entered into among all the shareholders of the
Company;
"Act" means the Companies Act, R.S.Q. c. C-38, as well as any amendment that may
be made thereto and any law that may be substituted therefor;
"Articles" means the articles of incorporation, continuance or amalgamation of
the Company, as amended, as the case may be;
"Auditor" means the auditor of the Company and includes an auditing firm.
SITUATION OF HEAD OFFICE AND OFFICES
1. Head Office. The head office of the Company is situated in the judicial
district in the province of Quebec entered in the Articles at such address as
the Board of Directors may determine.
2. Offices. The Company may, in addition to its head office, establish and
maintain any other offices and agencies elsewhere within or outside Quebec.
SHAREHOLDERS
3. Annual Meeting. The annual meeting of the shareholders of the Company shall
be held on such date and at such time as may be fixed by the Board of Directors,
to receive and consider the financial statements with the report of the Auditor,
to elect directors, to appoint an Auditor and to fix or to authorize the Board
of Directors to fix his remuneration, and to consider, deal with and dispose of
such other business as may lawfully come before the meeting.
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The annual meeting of the shareholders shall be held at the head office of
the Company or at any other place in the province of Quebec which may be
determined by the Board of Directors. However, an annual meeting of the
shareholders may be held outside Quebec, in such place as may be determined by
the Board of Directors, if the Articles so provide or, failing any such
provision in the Articles, if all shareholders entitled to attend such meeting
so consent.
Any annual meeting may also constitute a special meeting to consider, deal
with and dispose of any business to be considered, dealt with and disposed of at
any special meeting.
4. Special Meetings. Special meetings or special general meetings of the
shareholders may be called at any time as determined by the President or the
Board of Directors.
Special meetings or special general meetings of the shareholders shall be
held at the head office of the Company or at such other place, within or outside
Quebec, as may be determined by the Board of Directors. However, if directors
are to be elected at a special general meeting of the shareholders, such meeting
may be held outside Quebec provided that the Articles of the Company so permit
or, failing such provisions, that all shareholders entitled to vote thereat so
consent.
5. Special General Meeting Called on Demand of Shareholders. It shall be
incumbent upon the directors to call a special general meeting of the
shareholders whenever required in writing to do so by the shareholders holding
no less than one-tenth (1/10) of the issued shares of the Company of the class
or classes that, at the date of the deposit of the requisition, carry the right
to vote at the meeting so requested. The requisition shall indicate the general
nature of the business to be transacted at the meeting, which business shall lie
within the competence of the general meeting of the shareholders. If the meeting
is not called and held within twenty-one (21) days from the date upon which the
requisition for the meeting was deposited at the head office of the Company to
the attention of the Secretary, all shareholders, whether or not they signed the
requisition, holding not less than one-tenth (1/10) of the issued shares of the
Company carrying the right to vote at the meeting requested may themselves
convene such special general meeting.
6. Notice of Meetings. Notice of each annual, special or special general meeting
of the shareholders shall be delivered to the shareholders entitled thereto or,
at the discretion of the person charged with giving such notice, mailed by
ordinary mail or transmitted by facsimile or electronic mail, the whole to the
respective addresses, facsimile numbers or electronic-mail addresses of the
recipients recorded in the registers of the Company, at least ten (10) days
prior to the date fixed for the meeting. If the address of any shareholder does
not appear in the books of the Company, then such notice may be sent to such
address as the person sending the notice may consider to be the most likely
address at which the notice will reach such shareholder promptly. Irregularities
in the notice or in the giving thereof, including the accidental omission to
give notice or the non-receipt of a notice by any of the shareholders, shall not
invalidate any proceedings at any such meeting.
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A meeting notice shall specify the date, time and place of the meeting.
The notice of any annual meeting may, but need not, specify the purposes of the
meeting. However, the notice of a special general meeting shall specify in
general terms any by-laws and the repeal, amendment or re-enactment of any
motion to ratify the adoption, repeal, amendment, or re-enactment of a by-law
and any business to be transacted thereat. The notice of any special or special
general meeting shall specify in general terms any business to be considered,
dealt with and disposed of at such meeting.
No notice of any adjourned meeting need be given.
The signature on any notice of any meeting may be written, stamped,
typewritten, printed or otherwise mechanically reproduced thereon.
A certificate of the Secretary or of any other duly authorized officer of
the Company in office at the time of the making of the certificate or of any
officer, transfer agent or registrar of transfers of shares of the Company shall
be conclusive evidence thereof and may be set up against any shareholder as
regards the sending or delivery of a notice of meeting.
7. Waiver of Notice. A shareholder may waive the notice of a meeting of the
shareholders prior to, during or after the holding of such meeting. His sole
attendance at a meeting is a waiver except where he attends a meeting for the
express purpose of objecting to the holding of the meeting on the ground that
the manner of calling it was irregular.
8. Chairman. The President of the Company, or such other person as may from time
to time be appointed for the purpose by the Board of Directors, shall preside at
meetings of shareholders.
9. Quorum. One (1) or more persons present in person or represented in
accordance with section 10 below and holding not less than fifty percent (50%)
plus one of the aggregate number of votes attached to all the voting shares for
such meeting shall constitute a quorum at an annual, special or special general
meeting of the shareholders, regardless of the actual number of persons
physically present.
Should a quorum exist at the commencement of a meeting, the shareholders
present or represented may proceed with the business for which it was originally
called whether or not the quorum is maintained for the duration of the meeting.
Should no quorum exist at the commencement of a meeting, the shareholders
present or represented may, by a majority vote to that effect, adjourn the
meeting to another date and place, though they may not proceed with any
business.
Should a quorum exist at a meeting so adjourned, said meeting may proceed,
failing which, a new meeting shall be convened.
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10. Proxy. Shareholders shall be entitled to vote in person or, if a company, by
a representative duly authorized by resolution of the directors or other
governing body of such company. Shareholders shall also be entitled to vote by
proxy.
A proxy need not be a shareholder of the Company and may serve as proxy
for several shareholders.
The instrument appointing a proxy may be in the following form or in any
other appropriate form:
"I/We, the undersigned, being a shareholder of 9022-3751 Quebec Inc.
hereby nominate, constitute and appoint __________ or failing him,
__________, my/our attorney, representative and/or proxy with full
power and authority to attend, vote and otherwise act for me/us in
my/our name and on my/our behalf at the annual (or special) general
meeting of shareholders of the Company, to be held at __________ on
the _____ day of __________, and at any and all adjournments
thereof, with full power of substitution, and I/we, the undersigned,
hereby revoke all other instruments of proxy given by me/us, the
undersigned, which might be used in respect of such meeting and at
any and all adjournments thereof.
Given this ____ day of _____________.
(signed)"
Signatures to instruments of proxy need not be witnessed.
The instrument appointing a proxy may also contain instructions pertaining
to the vote, which the proxy is required to respect, or be prepared to
contemplate all meetings of shareholders generally to be held within a certain
period of time, whether or not determined. If such period is not determined, the
proxy shall expire one (1) year after the date of the document.
The Board of Directors may, in the notice of a meeting of shareholders,
specify a date and a time limit when instruments of proxy to be used at a
meeting must be deposited with the Company or its mandatory; such date and time
limits shall not precede the meeting by more than forty-eight (48) hours.
The Board of Directors may also permit details of proxies to be used at or
in connection with a meeting and deposited with the Company or its mandatory at
a location other than that at which such meeting shall be held to be sent by
facsimile to the Secretary
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of the Company prior to the meeting. In such case, such proxies, if they are
otherwise regular, shall be valid and the votes given under their authority
shall be counted.
11. Voting Right. Subject to the provisions of the articles and the Act, each
shareholder shall have as many votes as he has voting shares of the Company. A
shareholder owing arrears on a call on his shares shall not be entitled to vote
at the meeting.
12. Decisions Taken by the Majority. Unless otherwise provided in the Act, all
matters submitted to a meeting of shareholders will be decided by a simple
majority (50% + 1) of the votes validly cast.
13. Casting Vote. In the event of an equality in the voting, the meeting
chairman will have a casting vote.
14. Vote by a Show of Hands. Unless a voice vote or a vote by secret ballot is
requested, the vote shall be taken by a show of hands. In such case, the
shareholders shall vote by raising their hands, and the number of votes shall be
calculated in accordance with the number of raised hands. A declaration by the
meeting chairman that a resolution has been carried, and an entry made in such
regard in the minutes of the meeting shall constitute prima facie proof of such
fact, without any necessity to prove the quantity or the proportion of the votes
recorded in favour or against such resolution. Votes cast by proxy shall not be
counted in a vote by a show of hands.
15. Voice Vote. If the meeting chairman so orders or if another person holding
or representing by proxy no fewer than ten percent (10%) of the votes attached
to the outstanding voting shares so requests (notwithstanding withdrawal of such
request), and if a vote by secret ballot is not requested, a voice vote shall be
taken. In such case, each shareholder or proxy shall verbally declare his name
and that of each shareholder for whom he holds a proxy, the number of votes he
has and the manner in which he shall cast such votes. The number of votes so
cast shall determine whether or not a resolution is carried.
16. Secret Ballot. If the meeting chairman so orders or a person holding or
representing by proxy no fewer than ten percent (10%) of the issued voting
shares so requests, the vote shall be taken by secret ballot. A request for a
vote by secret ballot may be made at any time prior to the adjournment of the
meeting, even after the holding of a vote by a show of hands or a voice vote,
and such a request may also be withdrawn. Each shareholder shall remit to the
scrutineers one or more ballots, on which he shall enter the manner in which he
shall cast the votes he has and, as the case may be, his name and the number of
votes he has. Whether or not a vote by a show of hands or a voice vote has
previously been taken on the same matter, the result of a secret ballot shall be
deemed to represent the resolution of the meeting in respect thereof.
17. Procedure at Meetings. The Chairman of any meeting of shareholders shall be
responsible for conducting the procedure thereat in all respects, and his
decision on any matter, even a matter pertaining to the validity or non-validity
of a proxy and the
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receivability or non-receivability of a motion, shall be final and binding on
all the shareholders.
A declaration by the Chairman that a resolution has been carried or not
carried, with or without qualification of unanimity, by a particular majority,
shall be conclusive evidence of the fact.
At all times during the meeting, the Chairman, of his own initiative or
without the assent of the shareholders given by a simple majority, for a valid
reason, such as a disturbance or confusion rendering the harmonious and orderly
conduct of the meeting impossible, may adjourn the meeting from time to time and
no notice of any such adjourned meeting need be given.
Should the meeting chairman fail to carry out his duties loyally, the
shareholders may remove him at any time and replace him with another person
chosen from among their number.
18. Scrutineers. The Chairman at any meeting of shareholders may appoint
scrutineers (who may but need not be directors, officers, employees, or
shareholders of the Company), who shall act in accordance with the directives of
the Chairman.
19. Addresses of Shareholders and Subsequent Transferees. Every shareholder
shall furnish to the Company a mailing or electronic address to which all
notices intended for such shareholder may be sent to him. Every person who, by
operation of law, transfer or other means whatsoever, shall be entitled to any
share, shall be bound by every notice in respect of such share of stock which
was given before his name and address were entered on the register to the person
whose name appears on the register at the time such notice is given.
20. Signed Resolutions. A resolution in writing, signed by all the shareholders
entitled to vote on that resolution or their representatives at a shareholders'
meeting, shall have the same effect and be as valid as if it had been passed
unanimously at a meeting of such shareholders regularly called. Such a
resolution duly signed shall be kept with the minutes of meetings of
shareholders.
21. Participation by Telephone. Shareholders may, if the articles so permit or,
failing such permission, if all the shareholders entitled to participate and to
vote at such meeting so consent, participate and vote at a meeting using means
permitting all participants to communicate orally amongst themselves, in
particular, by telephone. Such shareholders shall then be deemed to have
attended the meeting or to constitute the meeting, if all participants so
participate in the meeting. They shall then vote by a voice vote by way of
derogation to sections 14 and 16 hereinabove.
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BOARD OF DIRECTORS
22. Number. The Company shall be managed by a Board of Directors composed of the
fixed number of directors indicated in its articles. If the articles establish a
minimum and a maximum number of directors, the Board of Directors shall be
composed of the fixed number of directors established by by-law passed by the
Board of Directors or, failing this, selected by the shareholders within such
limits.
23. Eligibility. Any natural person may be a director, except a minor, a person
of full age under tutorship or curatorship, a person declared incapable by a
court in another province or in another country, an undischarged bankrupt or a
person prohibited by the court from holding the office of director. Unless
otherwise provided in the articles, a director need not be a shareholder.
24. Election and term of office. Except where a director is appointed to fill a
vacancy created during the course of a term in office, or where one or several
additional directors are elected, each director shall be elected by a majority
of votes at an annual meeting of the shareholders. Unless he should decease,
resign, be removed or no longer qualify during the course of a term in office,
each director so elected shall remain in office until the following annual
meeting or the election of his successor.
25. Resignation. A director may resign his office by written notice to the
Company. Reasons need not be given for a resignation. Unless a subsequent date
is stipulated in such notice, the resignation shall take effect on the date of
its delivery.
26. Removal. Unless otherwise provided in the articles of the Company, the
shareholders may, by resolution, remove a director, at a special general meeting
called for that purpose. The director concerned shall receive a notice of the
place, date and time of the meeting within the same period as the shareholders;
he may attend the meeting and be heard thereat or file a written statement
destined to be read aloud by the chairman of the meeting in order to explain his
reasons for opposing his removal.
A vacancy created by the removal of a director may be filled by the
shareholders at the meeting at which the removal took place; where such is the
case, the notice of calling of the meeting shall mention that an election is to
be held if the resolution for removal is carried.
Where the holders of a specific class of shares have an exclusive right to
elect a director, he may only be removed at a special meeting of such
shareholders called for that purpose in the same manner as at a special general
meeting of the shareholders of the Company.
The removal of a director, as well as his election, shall be at the
discretion of the shareholders. A director may be removed at any time and such
removal need not be based on any particular grounds, whether serious or not.
Neither the Company nor the
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shareholders voting in favour of the removal shall incur any liability toward
the director by the mere fact of his removal, even if there be no grounds
therefor.
27. Vacancy. The office of a director shall become vacant as of the moment his
resignation or removal takes effect; likewise, a vacancy shall be created the
moment a director is no longer qualified to fulfill his duties in accordance
with section 23, or if he should decease.
28. Filling of Vacancies. If a vacancy occurs in the Board of Directors, the
directors then in office shall have the power to appoint for the remainder of
the term any other qualified person as a director. However, the directors may
continue to act notwithstanding one or more vacancies provided a quorum exists.
29. Remuneration. The remuneration to be paid to the directors shall be such as
the directors shall determine and such remuneration shall be in addition to the
salary or remuneration of any officer, employee or supplier of services of the
Company who is also a member of the Board of Directors, unless a resolution
states otherwise. The directors may also be reimbursed for travel and other
expenses incurred by them in connection with their duties.
30. General Powers of Directors. Subject to restrictions in a Unanimous
Agreement of the Shareholders, the directors of the Company shall manage and
administer the Company and may make or cause to be made for the Company any
contract which it may by law enter into. The directors shall exercise all such
powers and authority as the Company by statute or by its articles is authorized
to exercise and do. The directors shall always act by resolution.
The directors may, in particular, purchase or dispose of, by purchase,
sale, lease, exchange or otherwise, stocks, rights, warrants, options and other
securities, buildings and other movable or immovable property or any right or
interest therein; for each transaction, they shall fix the consideration and
other conditions.
31. Irregularity. Notwithstanding that it be subsequently discovered that there
was some defect in the election of any such Board of Directors or in the
election or appointment of an administrator, or the absence or loss of
eligibility thereof, acts regularly done by them shall be as valid and as
binding on the Company as if the election had been regular or each person
eligible.
32. Borrowing. The directors may when they deem expedient:
(a) borrow money upon the credit of the Company;
(b) issue debentures or other securities of the Company and pledge or
sell the same for such sums and at such prices as may be deemed
expedient;
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(c) hypothecate the immovables and movables or otherwise affect the
movable property of the Company;
(d) delegate in whole or in part the powers mentioned hereinabove to one
or more officers of the Company, to the extent and in accordance
with the terms and conditions set out in the delegation resolution.
This by-law shall be regarded as additional to and not replaced by any borrowing
by-law adopted by the Company for banking purposes unless otherwise specifically
stipulated in such by-law.
33. Use of Property or Information. No director may mingle the Company's
property with his own property or use for his own profit or that of a third
person any property of the Company or any information he obtains by reason of
his duties, unless he is expressly and specifically authorized to do so by the
shareholders of the Company.
34. Conflicts of Interest. Each director shall avoid placing himself in any
situation where his personal interest would be in conflict with his obligations
as a director of the Company.
He shall promptly declare to the Company any interest he has in an
enterprise or other entity that may place him in a situation of conflict of
interest and any right he may set up against it, indicating their nature and
value, where applicable. Such declaration of interest shall be recorded in the
minutes of the proceedings of the Board of Directors. A general declaration
shall be valid as long as the facts have not changed, and the director need not
repeat it for a specific subsequent transaction.
35. Contracts with the Company. A director may, even in carrying on his duties,
acquire, directly or indirectly, rights in the Company's property or enter into
contracts with the Company, to the extent that he immediately informs the
Company of such fact, indicating the nature and value of the rights he is
acquiring, and that he requests that such fact be recorded in the minutes of the
proceedings of the Board of Directors or the written resolution equivalent
thereto.
A director who is so interested in an acquisition of property or a
contract shall abstain, except if required, from the discussion and voting on
the question and, if he votes, his vote shall not be counted. However, this rule
does not apply to questions concerning the remuneration or conditions of
employment of the director.
At the request of the President or any director, the interested director
shall leave the meeting while the Board of Directors discusses and votes on the
acquisition or contract concerned.
Neither the Company nor its shareholders may contest the validity of an
acquisition of property or a contract involving the Company on one hand and
directly or indirectly a director on the other, for the sole reason that the
director is a party thereto or is interested
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therein, if such director made the declaration mentioned hereinabove immediately
and correctly.
MEETINGS OF THE BOARD OF DIRECTORS
36. Calling of Meetings. Every year, immediately after the annual meeting of the
shareholders, a meeting of the new directors present shall be held without
further notice if they constitute a quorum, to elect or appoint the officers of
the Company and consider, deal with and dispose of any other matter.
Meetings of the Board of Directors may be called by or by order of the
Chairman of the Board of Directors, if any, the President of the Company or two
(2) directors and may be held anywhere within or outside Quebec. A notice of
each meeting, specifying the place, date and time, shall be sent to each
director at his residence or workplace. The notice shall be sent no less than
two (2) days prior to the date fixed for the meeting by ordinary or registered
mail or by facsimile or electronic mail. In the absence of an address for a
director, the notice may be sent to the address at which the sender considers
that the notice is most likely to reach the director promptly.
The Board of Directors may resolve to hold periodic or fixed meetings of
the Board of Directors, with or without notices of meeting, at any place in
Quebec or elsewhere.
The purposes for which a meeting of the Board of Directors is called need
not be specified.
Any director may waive in writing the notice of a meeting of the Board of
Directors before, during or after the holding thereof. His sole presence is
equivalent to a waiver unless he attended the meeting solely to object to the
holding of the meeting on the ground that the manner of calling it was
irregular.
37. Participation by Telephone. Directors may, if all are in agreement,
participate in a board meeting using means permitting all participants to
communicate orally amongst themselves, in particular, by telephone. A director
participating in the meeting by such means shall be deemed to have attended the
meeting. The directors shall then vote by a voice vote, in derogation of section
41 hereinbelow.
38. Quorum. A majority of the directors in office shall constitute a quorum for
a meeting of the Board of Directors. A quorum shall be present for the entire
duration of the meeting. If the Board of Directors is composed of a sole
director, the decision of such director recorded in writing constitutes the
meeting.
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39. Meeting Chairman and Secretary. Meetings of the Board of Directors shall be
chaired by the Chairman of the Board of Directors, if any, or, failing him, by
the President of the Company or, failing him, by a Vice-President designated for
such purpose by the President. The Secretary of the Company shall act as
secretary of the meetings. The directors present at a meeting may nevertheless
appoint any other person as Chairman or secretary of such meeting.
40. Procedure. The meeting chairman ensures that the meeting is conducted
smoothly and submits to the Board the motions on which a vote is to be taken and
generally conducts the procedure thereat in all respects, in which regard his
decision shall be final and binding on all the directors. Should the meeting
chairman fail to submit a motion, any director may submit it himself before the
meeting is adjourned or closed and, if such motion lies within the competence of
the Board of Directors, the Board of Directors shall consider it. For such
purpose, the agenda of each meeting of the Board of Directors shall be deemed to
include a period for the submission of motions by the directors. Should the
meeting chairman fail to carry out his duties loyally, the directors may remove
him at any time and replace him by another person.
41. Voting. Each director shall be entitled to one vote, and all matters shall
be decided by the majority of the votes cast. The vote shall be taken by a show
of hands unless the meeting chairman or a director requests a ballot, in which
case the vote shall be taken by ballot. If the vote is taken by ballot, the
meeting secretary shall act as scrutineer and count the ballots. The fact of
having voted by ballot shall not deprive a director of the right to express his
dissidence in respect of the resolution concerned and to cause such dissidence
to be entered. Voting by proxy shall not be permitted, and the meeting chairman
shall have no casting vote in the case of an equality of votes.
42. Signed Resolution. A written resolution, signed by all the directors, shall
be valid and shall have the same effect as if it had been adopted at a meeting
of the Board of Directors duly called and held. Each signed resolution shall be
inserted in the register of the minutes of the Company, in accordance with its
date, in the same manner as minutes.
OFFICERS
43. Officers. The officers of the Company shall be the Chairman of the Board, if
appointed, the President, and, if elected or appointed, one or more
Vice-Presidents, the General Manager, the Comptroller, the Secretary, the
Treasurer, and such other officers as the Board of Directors may appoint and
whose duties it may determine by resolution. The officers of the Company shall
have the powers, functions and duties prescribed by the Board of Directors, in
addition to those specified in the by-laws. The same person may hold more than
one office. Other than the President, or, if appointed, the Chairman of the
Board of Directors, who shall be a director, none of the officers shall be
required to be a director or a shareholder of the Company.
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The Board of Directors may also appoint other officers and servants of the
Company within or outside Quebec; the titles, powers, authority, and duties of
such persons shall be determined by the Board of Directors.
In case of the absence of an officer or for any other valid reason, the
Board of Directors may delegate the powers and authority of such officer to any
other officer or to a director of the Company.
If the Board of Directors consists of one (1) director, that director may
hold the offices of President, Secretary or of any other officer of the Company.
44. Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors.
45. President. The President shall be the principal officer of the Company and,
subject to the control of the Board of Directors and the appointment of a
General Manager, shall supervise, administer and manage the affairs of the
Company generally. The President shall preside at all meetings of the
shareholders and, in the event of the absence, inability or failure of the
Chairman of the Board to act, the President shall preside at all meetings of the
Board of Directors.
46. Vice-President. In case of absence, incapacity and failure to act of the
President, the Vice-President or, if more than one, the First Vice-President
and, failing him, the Second Vice-President and so on, shall assume the powers
and duties of the President. The powers, functions and duties of a
Vice-President shall be those which the Board of Directors or the President
prescribe.
47. General Manager. The General Manager shall, subject to the control of the
President, manage the operations of the Company generally. He shall comply with
all instructions received from the Board of Directors and shall give to the
Board of Directors or the members thereof the information that they require
concerning the affairs of the Company.
When the General Manager is also a director, he may be designated as
"Managing Director".
48. Comptroller. The Comptroller shall, subject to the control of the President,
be the chief accounting officer of the Company. He shall, upon request, render
account to the President and the directors of the financial situation of the
Company and all its transactions. He shall be entrusted with and have custody of
the books of account.
49. Secretary. The Secretary shall attend to the preparation and sending of all
notices of the Company. He shall act as secretary at all shareholders' meetings
and shall keep the minutes of all meetings of the Board of Directors, the
Executive Committee and the shareholders in a book or books to be kept for that
purpose. He shall have charge of the
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records of the Company including books containing the names and addresses of the
members of the Board of Directors of the Company, together with copies of all
reports made by the Company and such other books or documents as the directors
may prescribe. He shall be responsible for the keeping and filing of all books,
reports, certificates and all other documents required by law to be kept and
filed by the Company. He shall be subject to the control of the President.
50. Treasurer. Subject to the control of the President, the Treasurer shall have
general charge of the finances of the Company. He shall deposit the money and
other valuable effects of the Company in the name and to the credit of the
Company in a bank or another deposit institution designated by the Board of
Directors.
51. Removal, Discharge and Resignation. The Board of Directors may, by the
affirmative vote of the absolute majority of the Board, remove any officer, with
or without cause, at any time, unless the resolution or contract providing for
his appointment provides otherwise. Any mandatary, officer or servant who is not
an officer of the Company may be discharged by the President or any other
officer authorized for such purpose, with or without cause, at any time, unless
the contract providing for his appointment stipulates otherwise.
Any officer may resign his office at any time by delivering his
resignation in writing to the President or the Secretary of the Company, or at a
meeting of the Board of Directors, unless otherwise agreed.
52. Vacancy. Any vacancy occurring in the office of any officer may be filled by
the Board of Directors.
53. Remuneration. The remuneration of all officers shall be fixed by the Board
of Directors. The remuneration of all other mandataries, officers and servants
of the Company shall be fixed by the President or any other officer authorized
for such purpose.
EXECUTIVE COMMITTEE
54. Election. The Board of Directors may, whenever the Board of Directors
consists of more than six (6) members, elect from among their number an
Executive Committee of no fewer than three (3) members including, ex officio,
the Chairman of the Board of Directors or, if not appointed, the President of
the Company.
55. Officers, Quorum and Procedure. The Executive Committee shall have power to
appoint officers thereto, to fix its quorum, which quorum shall consist of not
less than a majority of its members, and to determine its own procedure.
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56. Chairmanship. Meetings of the Executive Committee shall be chaired by the
Chairman of the Board of Directors or, if none is appointed, by the President of
the Company. In his absence, meetings of the Executive Committee shall be
chaired by the person whom the members of the Executive Committee present choose
amongst themselves.
57. Secretary. The Secretary of the Company shall act as secretary of the
Executive Committee unless some other secretary be appointed by such committee.
58. Powers. The Executive Committee shall possess the powers and authority of
the Board of Directors for the administration of the day-to-day affairs of the
Company, except the powers which, by law, must be exercised by the Board of
Directors, as well as the powers which the Board of Directors may expressly
reserve for itself.
59. Supervisory Power of the Board of Directors. All acts of the Executive
Committee shall be subject to the supervision of the Board of Directors and
shall be reported to the Board of Directors when the Board of Directors so
directs. The Board of Directors may invalidate or modify decisions taken by the
Executive Committee, provided that the rights of third parties are not affected.
60. Participation by Telephone and Signed Resolutions. Sections 37 and 42 shall
apply, mutatis mutandis, to meetings of the Executive Committee.
61. Meetings. Meetings of the Executive Committee may be held at the head office
of the Company or at such other place within or outside Quebec as the Executive
Committee may determine.
Meetings of the Executive Committee may be called by or by the order of the
President or by two members of such committee.
A member of the Executive Committee may waive in writing a notice of a
meeting of the Executive Committee, prior to or after the holding of the
meeting. His sole attendance at a meeting is a waiver except where he attends a
meeting solely for the purpose of objecting to the holding of the meeting on the
ground that the manner of calling it was irregular.
62. Remuneration. The members of the Executive Committee shall be entitled to
receive such remuneration for their services as members of the Executive
Committee as the Board of Directors may determine.
63. Removal and Filling of Vacancies. The Board of Directors may from time to
time remove any member of the Executive Committee from office.
The Board of Directors may also fill any vacancy which may occur in the
membership of the Executive Committee.
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INDEMNIFICATION AND EXONERATION
64. Indemnification and Reimbursement of Expenses. The Company is required to
indemnify a director, officer or other mandatary for any prejudice suffered by
reason or in respect of the performance of his duties and shall also reimburse
him for reasonable expenses incurred for the same purposes, in each case in
accordance with the provisions set out hereinbelow.
65. Defence - Prosecution by Third Party. The Company shall assume the defence
of a director, an officer or a mandatary prosecuted by a third party for an act
done in the exercise of his duties and shall pay damages, if any, resulting from
that act, unless he has committed a grievous offence or a personal offence
separable from the exercise of his duties. In particular, such an offence will
include the violation by a director, officer or mandatary of his duties of
loyalty and honesty toward the Company, especially by placing himself in a
situation of conflict of interest.
Such assumption of defence shall involve the payment or reimbursement of
reasonable judicial and extra-judicial costs incurred by the director, officer
or other mandatary who is prosecuted by a third party.
The payment of damages shall include the amounts paid to settle an action
out of court and any fine imposed.
66. Expenses - Criminal Proceedings. However, in a penal or criminal proceeding,
the Company shall assume the payment of the expenses of a director, officer or
other mandatary only if he had reasonable grounds to believe that his conduct
was in compliance with the law, or if he has been freed or acquitted.
67. Prosecution by the Company. If the Company prosecutes a director, officer or
other mandatary for an act or omission in the exercise of his duties, it shall
undertake to assume the reasonable judicial and extra-judicial costs reasonably
incurred by such director, officer or other mandatary, if it loses its case and
the court so decides. If the Company wins its case only in part, the court may
determine the amount of the expenses it shall assume.
68. Director of Another Company. The Company shall indemnify, in the manner set
out in sections 64 to 67 hereinabove, any person who acts at its request as a
director for another legal person of which it is a shareholder or creditor.
69. Liability Insurance. The Company may purchase and maintain for the benefit
of its directors, officers and other mandataries, as well as their heirs,
legatees and assigns, insurance covering their personal liability by reason of
the fact that they perform such duties or act as directors of a legal person of
which the Company is a shareholder or creditor. However, such insurance is
subject to the exclusions and restrictions imposed by
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the insurer, and it shall never cover the liability arising from the failure to
act honestly and loyally toward the Company, a grievous offence or a personal
offence separable from the execution of the duties performed for the Company.
70. Reimbursement of Expenses. Subject to a contractual agreement specifying or
restricting this obligation, the Company is required to reimburse a director, an
officer or another mandatary for reasonable and necessary expenses incurred by
him in the exercise of his duties, plus interest from the date on which such
expenses were paid by him. Such reimbursement shall be made upon presentation of
all relevant vouchers.
CAPITAL STOCK
71. Issue and Stock Options. Subject to all provisions contained in the articles
of the Company or in a Unanimous Agreement of the Shareholders limiting the
allocation or issue of shares of the capital stock of the Company, the directors
may accept subscriptions for, allot, distribute, issue, in whole or in part, the
unissued shares of the Company, grant options thereon or otherwise dispose
thereof to any person, enterprise, corporation, company, or legal person, upon
the conditions and for the lawful consideration in compliance with the articles
of the Company which is determined by the directors, without any requirement to
offer such unissued shares to persons who are already shareholders rateably to
the shares held by them.
72. Calls. The directors may at all times request or call upon the shareholders
for the payment in whole or in part of an amount still unpaid on shares
subscribed or held by them. The request shall mention that, in the event of
non-payment, the shares contemplated by the call shall be liable to forfeiture.
Each shareholder shall pay the call on his shares at the times and places fixed
by the directors. Each call shall bear interest at the rate of six percent (6%)
per year from the date designated for the payment of such call up to the date on
which such payment is actually made.
73. Share Certificates and Share Transfers. Certificates representing the shares
of the capital stock of the Company shall bear the signature of the President or
a Vice-President or that of the Secretary or an Assistant Secretary. Such
signatures may be engraved, lithographed or otherwise mechanically reproduced.
Any certificate bearing a facsimile of the signatures of the authorized officers
shall be deemed to have been signed manually, notwithstanding the fact that the
deemed signatory has since ceased to be an officer of the Company. It is not
necessary to affix the official seal of the Company on a share certificate.
74. Transfer of Shares. Subject to section 76, the Secretary or another officer
entrusted with such duty shall keep at the office of the Company a register of
transfers in which shall be recorded the particulars of every transfer of shares
of the capital stock of the Company. The directors may also decide that one or
more additional registers of shareholders or
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transfers shall also be kept in Quebec or elsewhere, in the specified locations
and may appoint officers or mandataries to keep them and to record therein
transfers of shares of the capital stock of the Company.
No transfer may be made of shares on which arrears are owing
following a call. No transfer of shares whereof the full price has not been paid
shall be made without the consent of the directors, and the directors may
decline to register a transfer of fully paid shares belonging to a shareholder
who is indebted to the Company. When a share upon which a call is unpaid is
transferred, the transferee shall be liable for the call to the same extent and
subject to the same remedy for forfeiture of the share, as if he had been the
original holder of the share, and the transferor shall also remain liable for
the call until it has been paid.
The Company shall not be bound to see to the execution of a trust on
any shares. The receipt by the shareholder in whose name a share is recorded in
the books of the Company shall be a valid and appropriate discharge to the
Company for any dividend or amount payable in respect of such share, whether or
not the trust has been disclosed to the Company, and the Company shall not be
bound to inquire about the use of the amount represented by the receipt.
75. Record Date and Closing of Books. The Board of Directors may fix a date
preceding by no more than thirty (30) days the date of payment of a dividend or
an allocation of rights, as the record date for the determination of the
shareholders entitled to such dividend or such rights; hence, only shareholders
recorded on the date so fixed shall be entitled thereto, notwithstanding any
transfer of shares on the books of the Company between the record date and the
date on which the dividend is paid or the rights allocated.
The Board of Directors may also close the principal and additional
registers of transfers for thirty (30) days in one (1) year by giving notice in
the manner established by law.
76. Transfer Agents and Registrars. The Board of Directors may appoint or remove
transfer agents and/or registrars of transfers of shares and make by-laws on
share transfers and the registration of shares. Any certificate of shares
thereafter issued after such appointment shall, on pain of invalidity, be
countersigned by one of the transfer agents or one of registrars of transfers.
77. Lost or Destroyed Certificates. The Board of Directors may, upon conditions
it shall establish, direct that one or more new certificates of shares may be
issued to replace any certificate or certificates of shares theretofore issued
by the Company that have been worn out, lost, stolen, or destroyed, and the
Board of Directors, when authorizing the issuance of such new certificate or
certificates, may, in its discretion, and as a condition precedent thereto,
require the owner of the worn-out, lost, stolen or destroyed certificate or
certificates or his legal representatives to give to the Company or transfer
agents and to such registrar or registrars as may be authorized or required to
countersign such a new certificate, a bond in such sum as it may direct, as
indemnity against any claim that may be
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made against them for or in respect of the shares of stock represented by the
certificates alleged to have been worn out, lost, stolen or destroyed.
DIVIDENDS
78. Dividends. The Board of Directors may, periodically and in compliance with
the law, declare and pay dividends to the shareholders, in accordance with their
respective rights.
Dividends payable on a share which is not fully paid up shall be reduced
in proportion to the amount remaining to be paid.
The Board of Directors may stipulate that a dividend be payable, in whole
or in part, in Company stock. For such purpose, it may authorize the issue of
shares of the capital stock of the Company as fully paid up or, with the consent
of the recipients of such dividend, partially paid up.
A transfer of shares shall not affect allocation of the rights to the
dividends declared thereon as long as the transfer is not recorded. When two (2)
or more persons are recorded as joint holders of one share, each of them may
give a valid receipt for any dividend payable or paid on such share.
FISCAL YEAR AND AUDIT
79. Fiscal Year. The fiscal year end date of the Company shall be the last day
of February.
80. Audit. The shareholders, at each annual meeting, shall appoint an auditor,
who shall hold such office until the next annual meeting or until a successor
has been appointed, unless he resigns or his position otherwise becomes vacant.
At least once in every fiscal year such auditor shall examine the accounts of
the Company and any balance sheet laid before the Company at any annual meeting
and shall report thereon to the shareholders. His remuneration shall be fixed by
the shareholders or the Board of Directors, if the shareholders so authorize.
No director or officer of the Company or any person who is affiliated
therewith may be appointed as auditor.
In the event of a vacancy in the office of auditor, the Board of Directors
may fill the position and appoint thereto a qualified replacement, who shall
hold that office until the term expires.
To the extent that the Company has not effected any public distribution of
its securities, the shareholders may decide not to appoint an auditor for a
fiscal year, by
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resolution adopted unanimously, including by shareholders who are not otherwise
qualified to vote. The resolution shall be valid only until the next annual
meeting.
COMPANY REPRESENTATION FOR CERTAIN PURPOSES
81. Declaration. The President, the Chairman of the Board of Directors, any
Vice-President, the General Manager, Comptroller, Secretary or Treasurer and
each of them or, with the authorization of the Board of Directors, any other
officer, servant or person shall be authorized and eligible to make answer for
the Company to all writs, orders or interrogatories upon articulated facts
issued by any court and to declare for and on behalf of the Company any answer
to writs of attachment by way of garnishment in which the Company is garnishee
and to make all affidavits and sworn declarations in connection therewith or any
and all judicial proceedings to which the Company is a party and to make demands
for assignment of property or petition for winding-up or receivership orders
upon any debtor of the Company and to attend and vote at all meetings of
creditors of the Company's debtors and grant proxies in connection therewith.
82. Representation at Meetings. The President, the Chairman of the Board of
Directors, any Vice-President, the General Manager, Comptroller, Secretary and
Treasurer or any one of them or any other officer or person authorized by the
Board of Directors shall represent the Company and attend and vote at any and
all meetings of shareholders or members of any enterprise, company, legal
person, or syndicate in which the Company holds shares or is otherwise
interested, and any measure taken or vote cast by them shall be deemed to be the
act or vote of the Company.
Two of the following persons acting jointly, namely the President, the
Chairman of the Board of Directors, any Vice-President, the General Manager, the
Comptroller, the Secretary and the Treasurer acting jointly shall moreover be
empowered to authorize any person (whether an officer of the Company or not) to
attend, vote and otherwise act at any and all meetings of shareholders or
members of any firm, company, corporation, or syndicate in which the Company
holds shares or is otherwise interested, and for such purpose shall be empowered
to execute and use, for and on behalf and in the name of the Company, an
instrument or instruments of proxy in such form and in accordance with such
terms as such officers so executing and delivering the same may see fit,
including therein but without in any way limiting or restricting the generality
of the foregoing, provisions for the appointment of a substitute proxy and the
revocation of all instruments of proxy given by the Company prior thereto with
respect to a meeting.
83. Signature of Documents. Contracts, documents, written acts, including
discharges and releases, requiring the signature of the Company may be validly
signed by the President alone, or by any two of any Vice-President, the General
Manager, the Secretary and the Treasurer acting jointly, and hence be binding on
the Company. The Board of Directors may also designate any other person to sign,
alone or in conjunction with one or
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more other persons, and to deliver on behalf of the Company all contracts,
documents and written acts, and such authorization may be given by resolution in
general or specific terms.
84. Declarations in the Register. Declarations to be filed with the Inspector
General of Financial Institutions in accordance with the Act respecting the
legal publicity of sole proprietorships, partnerships and legal persons shall be
signed by the President, any director of the Company or any other person
authorized for such purpose by resolution of the Board of Directors. Any
director having ceased to hold such office as a result of his resignation,
removal or otherwise shall be authorized to sign on behalf of the Company and
file an amending declaration to the effect that he has ceased to be a director,
from fifteen (15) days after the date of such cessation, unless he receives
proof that the Company has filed such a declaration.
MISCELLANEOUS PROVISIONS
85. Conflict with the Articles. In the event of conflict between the provisions
of a by-law and those of the articles, the latter shall prevail.
86. Amendments. The board of directors shall have the power to repeal or amend
any by-law, but any such repeal or amendment will be in force only until the
next annual meeting of the shareholders, unless in the interim it is confirmed
by a special general meeting of the shareholders called for such purpose. If
such repeal or amendment is not confirmed by the simple majority of the votes of
the shareholders of such annual meeting, it will cease, but from such day only,
to be in force.
/s/ Andre Heroux
--------------------------------
Andre Heroux
President