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EXHIBIT 3.14
BY-LAW NUMBER 1
A BY-LAW RELATING TO THE BUSINESS AND AFFAIRS OF
BMG HOLDINGS INC.
ARTICLE I
INTERPRETATION
1.01 DEFINITIONS
In this by-law:
"Act" means the Business Corporations Act (Ontario) and the
regulations enacted pursuant to it and any statute and regulations
that may be substituted for them, as amended from time to time;
"articles" means the articles, as that term is defined in the
Act, of the Corporation;
"auditor" means the auditor of the Corporation;
"board" means the board of directors of the Corporation;
"by-law" means a by-law of the Corporation;
"Corporation" means the corporation incorporated on April 28,
1995 under the name BMG Holdings Inc.;
"director" means a director of the Corporation;
"officer" means an officer of the Corporation, and reference to
any specific officer is to the person holding that office of the
Corporation;
"person" means an individual, body corporate, partnership,
joint venture, trust, unincorporated organization, association, the
Crown or any agency or instrumentality thereof, or any entity
recognized by law;
"proxyholder" means a person holding a valid proxy for a shareholder;
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"resident Canadian" has the meaning ascribed to that phrase in the Act;
"shareholder" means a shareholder of the Corporation; and
"voting person" means, in respect of a meeting of shareholders,
an individual who is either a shareholder entitled to vote at that
meeting, a duly authorized representative of a shareholder entitled to
vote at the meeting or a proxyholder entitled to vote at the meeting.
1.02 NUMBER, GENDER AND HEADINGS
In this by-law, words in the singular include the plural and vice-versa
and words in one gender include all genders. The insertion of headings in this
by-law and its division into articles, sections and other subdivisions are for
convenience of reference only, and shall not affect the interpretation of this
by-law.
1.03 BY-LAW SUBORDINATE TO OTHER DOCUMENTS
This by-law is subordinate to, and should be read in conjunction with,
the Act, the articles and any unanimous shareholder agreement of the
Corporation.
1.04 COMPUTATION OF TIME
The computation of time and any period of days shall be determined in
accordance with the Act.
ARTICLE 2
DIRECTORS
2.01 NOTICE OF MEETING
Any director or the president may call a meeting of the board by giving
notice stating the time and place of the meeting to each of the directors other
than the director giving that notice. Notices sent by delivery or electronic
means shall be sent no less than 48 hours before the time of the meeting.
Notices sent by mail shall be sent no less than 5 days before the day of the
meeting.
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The board may appoint, by resolution, dates, time and places for
meetings of the board. A copy of any such resolution shall be sent to each
director forthwith after being passed, but no other notice is required for any
such meeting.
2.02 MEETINGS WITHOUT NOTICE
A meeting of the board may be held without notice immediately following
the first or any annual meeting of shareholders.
2.03 PLACE OF MEETING
A meeting of the board may be held at any place within or outside
Ontario, and no such meeting need be held at a place within Canada.
2.04 NO NOTICE TO NEWLY APPOINTED DIRECTOR
A person need not be given notice of the meeting at which that person
is appointed by the other directors to fill a vacancy on the board if present
at that meeting.
2.05 QUORUM FOR DIRECTORS' MEETINGS
If there are 1 or 2 directors, all of the directors constitute a quorum
at a meeting of the board. If there are 3, 4 or 5 directors, a majority of the
directors constitute a quorum at a meeting of the board. Otherwise, such a
quorum consists of the next whole number larger than 2/5ths of the number of
directors. In this section, the "number of directors" is either:
(a) the number of directors specified in the articles; or
(b) if a minimum and maximum number of directors is provided
for in the articles, the number determined from time to time by
special resolution or, if the special resolution empowers the
directors to determine the number, by resolution of the directors, or
if no such resolution has been passed, the number of directors named
in the articles.
2.06 CHAIRMAN OF DIRECTORS' MEETINGS
The chairman of a meeting of the board must be a director present at
the meeting who consents to preside as chairman. The first mentioned of the
chairman of the board, the managing director or the president who so qualifies
shall preside as chairman of the meeting. If none
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of them is so qualified, the directors present at the meeting shall choose a
director to preside as chairman of the meeting.
2.07 VOTES AT DIRECTORS' MEETINGS
Each director present at a meeting of the board shall have 1 vote on
each motion arising. Motions arising at meetings of the board shall be decided
by a majority vote. The chairman of the meeting shall not have a second or
casting vote.
2.08 WHEN DIRECTORS CEASE TO HOLD OFFICE
A director ceases to hold office when the Act or the articles so
provide, or when that director ceases to be a resident Canadian, if as
a result the majority of directors on the board would not be resident
Canadians.
ARTICLE 3
OFFICERS
Each officer shall hold office during the pleasure of the board. Any
officer may, however, resign at any time by giving notice to the Corporation.
ARTICLE 4
MEETINGS OF SHAREHOLDERS
4.01 NOTICE OF SHAREHOLDERS' MEETINGS
The board may call a meeting of shareholders by causing notice of the
time and place of the meeting to be sent to each shareholder entitled to vote
at the meeting, each director and the auditor. Such notice shall be sent no
less than 21 days and no more than 50 days before the meeting, if the
Corporation is an offering corporation (as defined in the Act), or no less than
10 days and no more than 50 days before the meeting, if the Corporation is not
an offering corporation.
4.02 QUORUM AT MEETINGS OF SHAREHOLDERS
If the Corporation has only 1 shareholder entitled to vote at a meeting
of shareholders, that shareholder constitutes a quorum. Otherwise, any 2
voting persons present shall constitute a quorum, but only to appoint a
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chairman and adjourn the meeting. For all other purposes, a quorum consists of
at least 2 voting persons present and authorized to cast in the aggregate not
less than 25% of the total number of votes attaching to all shares carrying the
right to vote at that meeting.
4.03 CHAIRMAN'S VOTE
The chairman of any meeting of shareholders shall not have a second or
casting vote.
4.04 VOTING
Unless the chairman of a meeting of shareholders directs a ballot, or a
voting person demands one, each motion shall be voted upon by a show of hands.
Each voting person has 1 vote in a vote by show of hands. A ballot may be
directed or demanded either before or after a vote by show of hands. If a
ballot is taken, a prior vote by show of hands has no effect.
4.05 SCRUTINEERS
The chairman of a meeting of shareholders may appoint for that meeting
1 or more scrutineers, who need not be voting persons.
4.06 WHO MAY ATTEND SHAREHOLDERS' MEETING
The only persons entitled to attend a meeting of shareholders are
voting persons, the president, the directors, the auditor and others permitted
by the chairman of the meeting.
ARTICLE 5
SECURITY CERTIFICATES
Security certificates shall be in such form as the board may approve or
the Corporation adopt. The president or the board may order the cancellation
of any security certificate that has become defaced and the issuance of a
replacement certificate for it when the defaced certificate is delivered to the
Corporation or to a transfer agent or branch transfer agent of the Corporation.
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ARTICLE 6
PAYMENTS
6.01 CHEQUES
Any amount payable in cash to shareholders (including dividends payable
in cash) may be paid by cheque drawn on any of the Corporation's bankers to the
order of each registered holder of shares of the class or series in respect of
which such amount is to be paid. Cheques may be sent by delivery or first
class mail to such registered holder at that holder's address appearing on the
register of shareholders, unless that holder otherwise directs in writing. By
sending a cheque, as provided in this by-law, in the amount of the dividend
less any tax that the Corporation is required to withhold, the Corporation
discharges its liability to pay the amount of that dividend, unless the cheque
is not paid on due presentation.
6.02 CHEQUES TO JOINT HOLDERS
Cheques payable to joint holders shall be made payable to the order of
all such joint holders unless such joint holders direct otherwise. Such
cheques may be sent to the holders at the address appearing on the register of
shareholders in respect of that joint holding, to the first address so
appearing if there is more than one, or to such other address as those joint
holders direct in writing.
6.03 NON-RECEIPT OF CHEQUES
The Corporation shall issue a replacement cheque in the same amount to
any person who does not receive a cheque sent as provided in this by- law, if
that person has satisfied the conditions regarding indemnity, evidence of
non-receipt and title set by the board from time to time, either generally or
for that particular case.
6.04 CURRENCY OF DIVIDENDS
Dividends or other distributions payable in cash may be paid to some
shareholders in Canadian currency and to other shareholders in equivalent
amounts of a currency or currencies other than Canadian currency. The board
may declare dividends or other distributions in any currency or in alternative
currencies and make such provisions as it deems advisable for the payment of
such dividends or other distributions.
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ARTICLE 7
EXECUTION OF DOCUMENTS
7.01 SIGNATORIES
The following are the only persons authorized to sign any document on
behalf of the Corporation, other than in the usual and ordinary course of the
Corporation's business:
(a) any person appointed by resolution of the board to sign a specific
document, that type of document or generally on behalf of the
Corporation, or
(b) any two of the directors and officers of the Corporation.
Any document so signed may, but need not, have the corporate seal
applied, if there is one.
7.02 FACSIMILE SIGNATURES
The signature of any person authorized to sign on behalf of the
Corporation may, if specifically authorized by resolution of the board, be
written, printed, stamped, engraved, lithographed or otherwise mechanically
reproduced. Anything so signed shall be as valid as if it had been signed
manually, even if that person has ceased to hold office when anything so signed
is issued or delivered, until revoked by resolution of the board.
ARTICLE 8
INFORMATION PROVIDED TO SHAREHOLDERS
Except as required by the Act or authorized by the board, no
shareholder is entitled by virtue of being a shareholder to disclosure of any
information or records respecting the Corporation or its business.
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ARTICLE 9
PROTECTION AND INDEMNITY
9.01 TRANSACTIONS WITH THE CORPORATION
No director or officer shall be disqualified, by virtue of being a
director, or by holding any other office of, or place of profit under, the
Corporation or any body corporate in which the Corporation is a shareholder or
is otherwise interested, from entering into, or from being concerned or
interested in any manner in, any contract, transaction or arrangement made, or
proposed to be made, with the Corporation or any body corporate in which the
Corporation is interested and no such contract, transaction or arrangement.
shall be void or voidable for any such reason. No director or officer shall be
liable to account to the Corporation for any profit arising from any such
office or place of profit or realized in respect of any such contract,
transaction or arrangement. Except as required by the Act, no director or
officer must make any declaration or disclosure of interest or, in the case of
a director, refrain from voting in respect of any such contract, transaction or
arrangement.
9.02 LIMITATION OF LIABILITY
Subject to the Act, no director or officer shall be liable for:
(a) the acts, receipts, neglects or defaults of any other person;
(b) joining in any receipt or act for conformity;
(c) any loss, damage or expense to the Corporation arising from the
insufficiency or deficiency of title to any property acquired by or
on behalf of the Corporation;
(d) the insufficiency or deficiency of any security in or upon which any
moneys of the Corporation are invested;
(e) any loss, damage or expense arising from the bankruptcy, insolvency,
act or omission of any person with whom any monies, securities
or other property of the Corporation are lodged or deposited;
(f) any loss, damage or expense occasioned by any error of judgment or
oversight;
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(g) any other loss, damage or expense related to the performance or
non-performance of the duties of that person's office.
9.03 CONTRACTS ON BEHALF OF THE CORPORATION
Subject to the Act, any contract entered into, or action taken or
omitted, by or on behalf of the Corporation shall, if duly approved by a
resolution of the shareholders, be deemed for all purposes to have had the
prior authorization of the shareholders.
9.04 INDEMNITY OF DIRECTORS AND OFFICERS
As required or permitted by the Act, the Corporation shall indemnify
each Indemnified Person against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, that that Indemnified
Person reasonably incurs in respect of any civil, criminal or administrative
action or proceeding to which that Indemnified Person is made a party by reason
of being or having been a director or officer of the Corporation or of a body
corporate of which the Corporation is or was a shareholder or creditor if:
(a) that Indemnified Person acted honestly and in good faith with a view to
the best interest of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, that Indemnified Person had
reasonable grounds for believing that the conduct was lawful.
"Indemnified Person" means
(a) each director and former director of the Corporation,
(b) each officer and former officer of the Corporation,
(c) each 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
(d) the respective heirs and legal representatives of each of the persons
designated in paragraphs (a) through (c).
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9.05 INDEMNITIES NOT LIMITING
The provisions of this Article 10 shall be in addition to and not in
substitution for any rights, immunities and protections to which an Indemnified
Person is otherwise entitled.
ARTICLE 10
NOTICES
10.01 PROCEDURE FOR SENDING NOTICES
Notice shall be deemed to have been sufficiently sent if sent in
writing to the address of the addressee on the books of the Corporation and
delivered in person, sent by prepaid first class mail or sent by any electronic
means of sending messages, including telex or facsimile transmission, which
produces a paper record. Notice shall not be- sent by mail if there is any
general interruption of postal services in the municipality in which or to
which it is mailed. Each notice so sent shall be deemed to have been received
on the day it was delivered or sent by electronic means or on the fifth day
after it was mailed.
10.02 NOTICES TO SUCCESSORS IN TITLE
Notice to a shareholder is sufficient notice to each successor in title
to that shareholder until the name and address of that successor have been
entered on the Corporation's share register.
10.03 NOTICE TO JOINT SHAREHOLDERS
Notice to one joint shareholder is sufficient notice to all of them.
Such notice shall be addressed to all such joint holders and sent to the
address for them on the Corporation's register of shareholders or to the first
such address if there is more than one.
10.04 FACSIMILE SIGNATURES ON NOTICES
The signature on any notice or other communication or document to be
sent by the Corporation may be written, printed, stamped, engraved,
lithographed or otherwise mechanically reproduced.
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10.05 OMISSION OF NOTICE DOES NOT INVALIDATE ACTIONS
All actions taken at a meeting in respect of which a notice has been
sent shall be valid even if:
(a) by accident, notice was not sent to any person,
(b) notice was not received by any person, or
(c) there was an error in a notice that did not affect the substance of
that notice.
10.06 WAIVER OF NOTICE
Any person entitled to notice under the Act, the articles or the
by-laws may waive that notice. Waiver, either before or after the event
referred to in the notice, shall cure any default in sending that notice.
ARTICLE 11
REPEAL OF FORMER BY-LAWS
11.01 FORMER BY-LAWS MAY BE REPEALED
The directors may repeal one or more by-laws by passing a by-law that
contains provisions to that effect.
11.02 EFFECT OF REPEAL OF BY-LAWS
The repeal of any by-law in whole or part shall not in any way affect
the validity of any act done or right, privilege, obligation or liability
acquired or incurred thereunder prior to such repeal. All directors, officers
and other persons acting under any by-law repealed in whole or part shall
continue to act as if elected or appointed under the provisions of this by-law.
MADE by the directors the 15th day of June, 1995.
[SIG] [SIG]
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President Secretary