Exhibit 3.3
BY-LAW NO. 1
OF
COREL CORPORATION
(THE "CORPORATION")
1. INTERPRETATION
1.1 Expressions used in this By-law shall have the same meanings as
corresponding expressions in the Canada Business Corporations Act (the "Act").
2. FINANCIAL YEAR
2.1 Until changed by the directors, the financial year of the Corporation shall
end on the last day of November in each year.
3. DIRECTORS
3.1 Number. The number of directors shall be not fewer than the minimum and not
more than the maximum provided in the articles. At each election of directors
the number elected shall be the number of directors then in office unless the
directors or the shareholders otherwise determine.
3.2 Quorum. A quorum of directors shall be a majority or, such greater or lesser
number as the directors or shareholders may from time to time determine.
3.3 Calling of Meetings. Meetings of the directors shall be held at such time
and place as the Chair of the Board, the President or any two directors may
determine.
3.4 Notice of Meetings. Notice of the time and place of each meeting of
directors shall be given to each director by telephone not less than 48 hours
before the time of the meeting or by written notice not less than four days
before the date of the meeting, provided that the first meeting immediately
following a meeting of shareholders at which directors are elected may be held
without notice if a quorum is present. Meetings may be held without notice if
the directors waive or are deemed to waive notice.
3.5 Meeting by Telephonic or Electronic Facility. If all the directors of the
Corporation consent, a meeting of directors or of a committee of directors may
be held by means of a telephonic, electronic or other communication facility
that permits all persons participating in the meeting to communicate adequately
with each other, and a director participating in a meeting by such means is
deemed to be present at that meeting.
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3.6 Chair. The Chair of the Board, or in the Chair's absence the President if a
director, or in the President's absence a director chosen by the directors at
the meeting, shall be chair of any meeting of directors.
3.7 Voting at Meetings. At meetings of directors each director shall have one
vote and questions shall be decided by a majority of votes. In case of an
equality of votes the chair of the meeting shall have a second or casting vote.
4. COMMITTEES
4.1 Committees of Directors. The directors may appoint from among their number
one or more committees of directors and delegate to them any of the powers of
the directors except those which under the Act a committee of directors has no
authority to exercise.
4.2 Audit Committee. The directors shall appoint from among their number an
audit committee composed of not fewer than three directors, a majority of whom
are not officers or employees of the Corporation or any affiliate of the
Corporation. The audit committee shall review the financial statements of the
Corporation and shall report thereon to the directors of the Corporation before
such financial statements are approved by the directors. The auditor of the
Corporation is entitled to receive notice of every meeting of the audit
committee and, at the expense of the Corporation, to attend and be heard
thereat; and, if so requested by a member of the audit committee, shall attend
every meeting of the committee held during the term of office of the auditor.
The auditor of the Corporation or any member of the audit committee may call a
meeting of the committee.
4.3 Transaction of Business. The powers of a committee appointed by the
directors may be exercised at a meeting at which a quorum is present or by
resolution in writing signed by all members of the committee entitled to vote on
that resolution at a meeting of the committee. Meetings of a committee may be
held at any place in or outside Canada.
4.4 Procedure. Unless otherwise determined by the directors each committee shall
have power to fix its quorum and to regulate its procedure, including the power
to adopt a committee charter. Unless otherwise determined by each committee, a
majority of the committee members shall constitute a quorum.
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5. OFFICERS
5.1 General. The directors may from time to time appoint a Chair of the Board, a
President, one or more Vice-Presidents, a Secretary, a Treasurer and such other
officers as the directors may determine.
5.2 Chair of the Board. The Chair of the Board, if any, shall be appointed from
among the directors and when present shall be chair of meetings of directors and
shareholders and shall have such other powers and duties as the directors may
determine.
5.3 President. Unless the directors otherwise determine the President shall be
the chief executive officer of the Corporation and shall have general
supervision of its business and affairs and in the absence of a Chair of the
Board shall be chair of meetings of directors and shareholders when present.
5.4 Vice-President. A Vice-President shall have such powers and duties as the
directors or the chief executive officer may determine.
5.5 Secretary. The Secretary shall give required notices to shareholders,
directors, auditors and members of committees, act as secretary of meetings of
directors and shareholders when present, keep and enter minutes of such
meetings, maintain the corporate records of the Corporation, have custody of the
corporate seal and shall have such other powers and duties as the directors or
the chief executive officer may determine.
5.6 Treasurer. The Treasurer shall keep proper accounting records in accordance
with the Act, have supervision over the safekeeping of securities and the
deposit and disbursement of funds of the Corporation, report as required on the
financial position of the Corporation, and have such other powers and duties as
the directors or the chief executive officer may determine.
5.7 Assistants. 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
directors or the chief executive officer otherwise direct.
5.8 Variation of Duties. The directors may, from time to time, vary, add to or
limit the powers and duties of any officer.
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5.9 Term of Office. Each officer shall hold office until the officer's successor
is elected or appointed, provided that the directors may at any time remove any
officer from office but such removal shall not affect the rights of such officer
under any contract of employment with the Corporation.
6. INDEMNIFICATION AND INSURANCE
6.1 Indemnification of Directors and Officers. The Corporation shall indemnify a
director or officer, a former director or officer or a person who acts or acted
at the Corporation's request as a director or officer, or in a similar capacity
of another entity, and the heirs and legal representatives of such a person to
the fullest extent permitted by the Act.
6.2 Insurance. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in the preceding section to the extent
permitted by the Act.
7. SHAREHOLDERS
7.1 Quorum. A quorum for the transaction of business at a meeting of
shareholders shall be one person present and being, or representing by proxy,
shareholders holding in the aggregate not less than 20% of the issued shares
entitled to be voted at the meeting. If within half an hour from the time set
for a general meeting, a quorum is not present, the meeting, if convened by
requisition of shareholders, shall be dissolved; but otherwise it shall stand
adjourned to the same day in the next week at the same time and place without
any requirement to give notice of the adjourned meeting to shareholders. If at
the adjourned meeting a quorum is not present within half an hour from the time
set for the meeting, the person or persons present and being, or representing by
proxy, one or more shareholders entitled to attend and vote at the meeting shall
constitute a quorum.
7.2 Casting Vote. In case of an equality of votes at a meeting of shareholders
the Chair of the meeting shall have a second or casting vote.
7.3 Scrutineers. The Chair at any meeting of shareholders may appoint one or
more persons (who need not be shareholders) to act as scrutineer or scrutineers
at the meeting.
7.4 Electronic Meetings and Voting. If the directors or shareholders call a
meeting of shareholders, they, as the case may be, may determine that the
meeting of shareholders shall be held entirely by means of a telephonic,
electronic or other communication facility that permits all participants
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to communicate adequately with each other during the meeting, and any vote at
that meeting of shareholders shall be held entirely by means of that
communication facility
8. DIVIDENDS AND RIGHTS
8.1 Declaration of Dividends. Subject to the Act, the directors may from time to
time declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation.
8.2 Payment. A dividend payable in money shall be paid by electronic funds
transfer or by cheque to the order of each registered holder of shares of the
class or series in respect of which it has been declared and shall be paid by
electronic funds transfer as directed by such holder and, if paid by cheque,
shall be mailed by prepaid ordinary mail to such registered holder at the
address of such holder in the Corporation's securities register, unless such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be paid to the order of all of such joint
holders and shall be paid by electronic funds transfer as directed by such joint
holders and, if paid by cheque, shall be mailed to them at their address in the
Corporation's securities register. The payment by electronic funds transfer or
mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.
8.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the directors may from time to time prescribe, whether generally or in any
particular case.
8.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years from
the date on which the same has been declared to be payable shall be forfeited
and shall revert to the Corporation.
9. EXECUTION OF INSTRUMENTS
9.1 Deeds, transfers, assignments, agreements, proxies and other instruments may
be signed on behalf of the Corporation by any one director or any one officer
holding the position of Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Secretary or an Executive Vice President.
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10. NOTICE
10.1 A notice mailed to a shareholder, director, auditor or member of a
committee shall be deemed to have been received at the time it would be
delivered in the ordinary course of mail unless there are reasonable grounds for
believing that the shareholder or director did not receive the notice or the
document at that time or at all.
10.2 Electronic Delivery. Provided the addressee has consented in writing or
electronically in accordance with the Act and the regulations thereunder, the
Corporation may satisfy the requirement to send any notice or document referred
to in section 10.1 by creating and providing an electronic document in
compliance with the Act and the regulations under the Act. An electronic
document is deemed to have been received when it enters the information system
designated by the addressee or, if the document is
posted on or made available through a generally accessible electronic source,
when the addressee receives notice in writing of the availability and location
of that electronic document, or, if such notice is sent electronically, when it
enters the information system designated by the addressee.
10.3 Accidental omission to give any notice to any shareholder, director,
auditor or member of a committee or non-receipt of any notice or any error in a
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
RESOLVED THAT the foregoing by-law is made a by-law of the Corporation
by the signatures hereto of all the directors of the Corporation pursuant to the
Canada Business Corporations Act, as of January 27, 2006.
/s/ Alexander Slusky
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Alexander Slusky
/s/ Douglas McCollam
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Douglas McCollam
/s/ Ian Giffen
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Ian Giffen
/s/ Steven Cohen
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Steven Cohen
/s/ Amish Mehta
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Amish Mehta
RESOLVED THAT the foregoing by-law is made a by-law of the Corporation
by the signatures hereto of all the directors of the Corporation pursuant to the
Canada Business Corporations Act, as of January 27, 2006.
VECTOR CC HOLDINGS, SRL
By: /s/ Alexander Slusky
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Name: Alexander Slusky
Title: Manager
COREL HOLDINGS, L.P., acting by its
General Partner, VECTOR CAPITAL PARTNERS
II INTERNATIONAL, LTD.
By: /s/ Alexander Slusky
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Name: Alexander Slusky
Title: Director
/s/ Robert V. Voit
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Robert V. Voit, as Trustee
/s/ Randy Eisenbach
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Randy Eisenbach