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EXHIBIT 3.2
COTT BEVERAGES LTD.
LES BREUVAGES COTT LTEE
BY-LAW NO. 1986-1
being a by-law relating generally to the transaction of the
business and affairs of the Corporation
ARTICLE ONE
INTERPRETATION
SECTION 1.01 DEFINITIONS.
In the by-laws of the Corporation, unless the context otherwise requires:
"ACT" means the Canada Business Corporations Act, and any statute that may
be substituted therefor, as from time to time amended;
"APPOINT" includes "ELECT" and vice versa;
"ARTICLES" means the articles of continuance of the Corporation attached to
the certificate of continuance dated November 4, 1980, as from time to time
amended or restated;
"BOARD" means the board of directors of the Corporation;
"BY-LAWS" means this by-law and all other by-laws of the Corporation from
time to time in force and effect;
"CORPORATION" means the corporation continued under the Act by certificate
of continuance, as amended, and named COTT BEVERAGES LTD. - LES BREUVAGES
COTT LTEE;
"MEETING OF SHAREHOLDERS" means an annual meeting of shareholders or a
special meeting of shareholders;
"NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada);
"RECORDED ADDRESS" means in the case of a shareholder his latest address as
recorded in the securities register; and in the case of joint shareholders
the address appearing in the securities register in respect of such joint
holding or the first address so appearing if there are more than one; and
in the case of a director, officer, auditor or member of a committee of the
board, his latest address as shown in the records of the Corporation;
"SIGNING OFFICER" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by section 2.02,
or by a resolution passed pursuant thereto;
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save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein or in any other by-law; and
words importing the singular number include the plural and vice versa;
words importing gender include the masculine, feminine and neuter genders;
and words importing persons include individuals, bodies corporate,
partnerships, trusts and unincorporated organizations; and a reference to a
section means that section in the by-laws in which such section appears.
In the case of any conflict between the articles and the provisions of this or
any other by-law the provisions of the articles shall prevail.
ARTICLE TWO
BUSINESS OF THE CORPORATION
SECTION 2.01 REGISTERED OFFICE.
Until changed in accordance with the Act, the address of the registered office
of the Corporation will be within the place specified in the articles or within
articles of amendment changing the place in which its registered office is
situated.
SECTION 2.02 EXECUTION OF INSTRUMENTS.
Deeds, documents, bonds, debentures, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by two persons, one of whom holds the office of chairman of the
board, chairman of the executive committee, president, vice-president or
director and the other of whom holds one of the said offices or the office of
secretary, treasurer, assistant-secretary or assistant-treasurer or director or
any other office created by by-law or by resolution of the board. Where one
person holds more than one office, he may sign any of the above said deeds,
documents, bonds, debentures, transfers, assignments, contracts, obligations,
certificates and other instruments on behalf of the Corporation in one or more
capacities. In addition, the board may from time to time direct the manner in
which and the person or persons by whom any particular instrument or class of
instruments may or shall be signed. Any signing officer may affix the corporate
seal to any instrument requiring the same.
SECTION 2.03 BANKING AND FINANCIAL ARRANGEMENTS.
The banking and financial business of the Corporation including, without
limitation, the borrowing of money and the giving of security therefor, shall be
transacted with such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under the authority
of the board. Such banking and financial business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.
SECTION 2.04 VOTING RIGHTS IN OTHER BODIES CORPORATE.
The signing officers of the Corporation may execute and deliver proxies and
arrange for the issuance of voting certificates or other evidence of the right
to exercise the voting rights
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attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.
SECTION 2.05 WITHHOLDING INFORMATION FROM SHAREHOLDERS.
Subject to the provisions of the Act, no shareholder shall be entitled to
discovery of any information respecting any details or conduct of the
Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by resolution
passed at a general meeting of shareholders.
SECTION 2.06 DECLARATIONS.
Any officer of the Corporation or any other person appointed for the purpose by
resolution of the board is authorized and empowered to appear and make answer
for, on behalf and in the name of the Corporation, to writs, orders and
interrogatories upon articulated facts issued out of any court and to declare
for, on behalf and in the name of the Corporation, any answer to writs of
attachment by way of garnishment or otherwise and to make all affidavits and
sworn declarations in connection therewith or in connection with any and all
judicial proceedings. Such officers and persons may make demands of abandonment
or petitions for winding-up or bankruptcy orders upon any debtor of the
Corporation, may attend and vote at all meetings of creditors of the
Corporation's debtors and grant proxies in connection therewith, and may
generally do all such things in respect thereof as they deem to be in the best
interests of the Corporation.
ARTICLE THREE
BORROWING AND SECURITIES
SECTION 3.01 BORROWING POWER.
Without limiting the borrowing powers of the Corporation as set forth in the Act
or in the articles, the board may from time to time:
(a) borrow money upon the credit of the Corporation and limit or increase
the amount to be borrowed;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness, guarantees or securities of the
Corporation, whether secured or unsecured;
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(c) to the extent permitted by the Act, give guarantees on behalf of the
Corporation to secure performance of an obligation of any person or
give, directly or indirectly, financial assistance to any person on
behalf of the Corporation by means of a loan, guarantee or otherwise;
and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any of the real or personal, moveable or immoveable property
of the Corporation, currently owned or subsequently acquired,
including book debts, rights, powers, franchises and undertakings, to
secure any present or future debt obligations or any money borrowed or
other debt or liability of the Corporation, including any bonds,
debentures, notes, debenture stock, other evidences of indebtedness,
guarantees or securities of the Corporation which it is by law
entitled to issue.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
SECTION 3.02 DELEGATION.
The board may from time to time delegate to such one or more of the directors or
officers of the Corporation as may be designated by the board all or any of the
powers conferred on the board by section 3.01 or by the Act to such extent and
in such manner as the board shall determine at the time of each such delegation.
ARTICLE FOUR
DIRECTORS
SECTION 4.01 NUMBER OF DIRECTORS AND QUORUM.
Until changed in accordance with the Act, the board shall consist of such fixed
number, or minimum and maximum number, of directors as may be set out in the
articles.
The directors may, from time to time, fix by resolution the quorum for meetings
of directors, but until otherwise fixed, a majority of the directors in office
from time to time shall constitute a quorum. Subject to the provisions of
section 4.06 hereof, any meeting of directors at which a quorum is present shall
be competent to exercise all or any of the authorities, powers and discretions
by or under the by-laws of the Corporation for the time being vested in or
exercisable by the directors generally.
Subject to the Canada Business Corporations Act and to the articles of the
Corporation, the directors may appoint one or more directors, who shall hold
office for a term expiring not later than the close of the next annual meeting
of shareholders, but the total number of directors so appointed may not exceed
one-third of the number of directors elected at the previous annual meeting of
shareholders.
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SECTION 4.02 QUALIFICATION.
No person shall be qualified for election as a director if he is less than
eighteen (18) years of age; if he is of unsound mind and has been so found by a
court in Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt. A director need not be a shareholder. A majority of the
directors shall be resident Canadians unless the Act permits otherwise.
SECTION 4.03 ELECTION AND TERM.
The election of directors shall take place at each annual meeting of
shareholders at which time all the directors then in office shall cease to hold
office, but, if qualified, shall be eligible for re-election. The number of
directors to be elected at any such meeting shall be the number of directors
then in office unless the directors or the shareholders otherwise determine. The
election shall be by resolution. If an election of directors is not held at any
such meeting of shareholders, the incumbent directors shall continue in office
until their successors are elected.
SECTION 4.04 VACATION OF OFFICE.
A director ceases to hold office when he dies; when he is removed from office by
the shareholders in accordance with the provisions of the Act; when he ceases to
be qualified for election as a director; or when his written resignation is
received by the Corporation, or if a time is specified in such resignation, at
the time so specified, whichever is later.
SECTION 4.05 VACANCIES.
Subject to the Act, a quorum of the board may fill a vacancy in the board,
except a vacancy resulting from an increase in the number or minimum number of
directors or from a failure of the shareholders to elect the number or minimum
number of directors. In the absence of a quorum of the board, or if the vacancy
has arisen from a failure of the shareholders to elect the number or minimum
number of directors, the board may call a special meeting of shareholders to
fill the vacancy. If the board fails to call such meeting or if there are no
such directors then in office, any shareholder may call the meeting. Where there
is a vacancy in the board, the remaining directors may exercise all the
authorities, powers and discretions of the board so long as a quorum remains in
office.
SECTION 4.06 CANADIAN MAJORITY.
The board shall not transact business at a meeting, other than filling a vacancy
in the board arising otherwise than by an increase in the number or minimum
number of directors or from a failure to elect the number or minimum number of
directors required by the articles, unless a majority of the directors present
are resident Canadians, except where
(a) a resident Canadian director who is unable to be present approves in
writing or by telephone or other communication facilities the business
transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that
director been present at the meeting.
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SECTION 4.07 MEETINGS BY TELEPHONE.
If all the directors consent, a director may participate in a meeting of the
board or of a committee of the board by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means is
deemed to be present at that meeting. Any such consent shall be effective
whether given before or after the meeting to which it relates and may be given
with respect to all meetings of the board and of committees of the board held
while a director holds office.
SECTION 4.08 PLACE OF MEETINGS.
Meetings of the board may be held at any place in or outside Canada.
SECTION 4.09 CALLING OF MEETINGS.
Meetings of the board shall be held from time to time and at such place as the
board, the chairman of the board, the chairman of the executive committee, the
president or any two directors may determine.
SECTION 4.10 NOTICE OF MEETING.
Notice of the time and place of each meeting of the board shall be given in the
manner provided in section 12.01 to each director not less than twenty-four (24)
hours before the time when the meeting is to be held. A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified. A director may in any manner, whether before, during or after a
meeting of the board, waive notice of or otherwise consent to a meeting of the
board. No action taken at any meeting of the board shall be invalidated by the
accidental failure to give notice or sufficient notice thereof to any director.
SECTION 4.11 FIRST MEETING OF NEW BOARD.
Provided a quorum of directors is present, each newly elected board may without
notice hold its first meeting immediately following the meeting of shareholders
at which such board is elected.
SECTION 4.12 ADJOURNED MEETING.
Notice of an adjourned meeting of the board is not required if the time and
place of the adjourned meeting is announced at the original meeting.
SECTION 4.13 REGULAR MEETINGS.
The board may appoint a day or days in any month or months for regular meetings
of the board at a place and hour to be named. A copy of any resolution of the
board fixing the place and time of such regular meetings shall be sent to each
director forthwith after being passed, but no other notice shall be required for
any such regular meeting except where the Act requires the purpose thereof or
the business to be transacted thereat to be specified.
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SECTION 4.14 CHAIRMAN.
The chairman of any meeting of the board shall be the first mentioned of such of
the following officers as have been appointed and who is a director and is
present at the meeting: chairman of the board, chairman of the executive
committee, president or a vice-president, who is a director. If no such officer
is present, the directors present shall choose one of their number to be
chairman.
SECTION 4.15 VOTES TO GOVERN.
At all meetings of the board every question shall be decided by a majority of
the votes cast on the question. In case of an equality of votes the chairman of
the meeting shall be entitled to a second or casting vote.
SECTION 4.16 REMUNERATION AND EXPENSES.
The directors shall be paid such remuneration for their services as the board
may from time to time determine. The directors shall also be entitled to be
reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.
ARTICLE FIVE
COMMITTEES
SECTION 5.01 COMMITTEES OF DIRECTORS.
The board may appoint a committee or committees of directors, however
designated, and delegate to such committee or committees any of the powers of
the board except those which, under the Act, a committee of directors has no
authority to exercise. A majority of the members of each committee of the board
shall be resident Canadians.
SECTION 5.02 EXECUTIVE COMMITTEE.
The board may designate one of the committees appointed by it as the executive
committee. It shall comprise at least three (3) members who shall remain in
office at the pleasure of the board and while still directors. It shall, subject
to section 5.01, be vested with all the powers and authority of the board
between meetings thereof. All acts and proceedings of the executive committee
shall be reported to the board at the next meeting thereof, but any right
granted or obligation incurred pursuant to the authority of the executive
committee shall be treated as valid and binding upon the Corporation.
SECTION 5.03 AUDIT COMMITTEE.
The board shall elect from among its number an audit committee to be composed of
at least three (3) directors of whom the majority shall not be officers or
employees of the Corporation or its affiliates. Members of the audit committee
shall remain in office at the pleasure of the board and while still directors.
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SECTION 5.04 TRANSACTION OF BUSINESS.
Subject to the provisions of section 4.07, the powers of a committee of
directors may be exercised by a meeting at which a quorum is present or by
resolution in writing signed by all the members of such committee who would have
been entitled to vote on that resolution at a meeting of the committee. Meetings
of a committee of directors may be held at any place in or outside Canada.
SECTION 5.05 PROCEDURE.
Unless otherwise determined by the board, each committee shall have the power to
fix its quorum at not less than a majority of its members, to elect its chairman
and to regulate its procedure.
ARTICLE SIX
OFFICERS
SECTION 6.01 APPOINTMENT.
The board may from time to time appoint a chairman of the board, a chairman of
the executive committee, a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), a secretary and such
other officers as the board may determine, including one or more assistants to
any of the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Subject to section 6.02, an officer may but need not be a director and one
person may hold more than one office.
SECTION 6.02 CHAIRMAN OF THE BOARD, CHAIRMAN OF THE EXECUTIVE COMMITTEE AND
PRESIDENT.
The chairman of the board, chairman of the executive committee and the president
shall each be chosen from among the directors and, if appointed, shall have such
powers and duties as the board may specify.
SECTION 6.03 VICE-PRESIDENT OR VICE-PRESIDENTS.
The vice-president or vice-presidents shall have such powers and duties as the
board may specify.
SECTION 6.04 SECRETARY.
Except as may be otherwise determined from time to time by the board, the
secretary shall attend and be the secretary of all meetings of the board,
shareholders and committees of the board and shall enter or cause to be entered
in records kept for that purpose minutes of all proceedings thereat; he shall
give or cause to be given, as and when instructed, all notices to shareholders,
directors, officers, auditors and members of committees of the board; he shall
be the custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation
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and of all books, papers, records, documents and instruments belonging to the
Corporation, except when some other officer or agent has been appointed for that
purpose; and he shall have such other powers and duties as the board or the
chief executive officer may specify.
SECTION 6.05 POWERS AND DUTIES OF OTHER OFFICERS.
The powers and duties of all other officers shall be such as the terms of their
engagement call for or as the board or the chief executive officer may specify.
Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board or
the chief executive officer otherwise directs.
SECTION 6.06 VARIATION OF POWERS AND DUTIES.
The board may from time to time and subject to the provisions of the Act, vary,
add to or limit the powers and duties of any officer.
SECTION 6.07 TERM OF OFFICE.
The board, in its discretion, may remove and discharge any or all the officers
of the Corporation either with or without cause at any meeting called for that
purpose and may elect or appoint others in their place or places. Any officer or
employee of the Corporation, not being a member of the board, may also be
removed and discharged, either with or without cause, by the chairman of the
board, chairman of the executive committee or president. If, however, there be a
contract with an officer or employee derogating from the provisions of this
section such removal or discharge shall be subject to the provisions of such
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed.
SECTION 6.08 TERMS OF EMPLOYMENT AND REMUNERATION.
The terms of employment and the remuneration of officers appointed by the board
shall be settled by it from time to time.
SECTION 6.09 AGENTS AND ATTORNEYS.
The board, the chairman of the board, the chairman of the executive committee or
the president or any person delegated by any of them shall have power from time
to time to appoint agents or attorneys for the Corporation in or outside Canada
with such powers of management or otherwise (including the power to sub-
delegate) as may be thought fit.
SECTION 6.10 FIDELITY BONDS.
The board, the chairman of the board, the chairman of executive committee or the
president or any person delegated by any of them may require such officers,
employees and agents of the Corporation as the board deems advisable to furnish
bonds for the faithful discharge of their powers and duties, in such form and
with such surety as the board may from time to time determine.
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ARTICLE SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 7.01 LIMITATION OF LIABILITY.
No director or officer shall be liable for the acts, receipts, neglects or
defaults of any other person including any director or officer or employee or
agent, or for joining in any receipt or acts for conformity, or for any loss,
damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by or on behalf of the Corporation,
or for the insufficiency or deficiency of any security in or upon which any of
the moneys of the Corporation shall be invested, or for any loss or damage
arising from the bankruptcy, insolvency, delictual, quasi-delictual or tortious
acts of any person with whom any of the moneys, securities or other property of
the Corporation shall be deposited or for any loss occasioned by an error of
judgment or oversight on his part, or for any other loss, damage or misfortune
whatever which may arise out of the execution of the duties of his office or in
relation thereto, unless the same are occasioned by his own wilful neglect or
default; provided that nothing herein shall relieve any director or officer from
the duty to act in accordance with the mandatory provisions of the Act and the
regulations thereunder or from liability for any breach thereof.
SECTION 7.02 INDEMNITY.
Without in any manner derogating from or limiting the mandatory provisions of
the Act but subject to the conditions contained therein, the Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation, or a person who acts or acted at the Corporation's request
as a director or officer of a body corporate of which the Corporation is or was
a shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate), and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgement, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or such body corporate (including, but
without limiting the generality of the foregoing, all losses, liabilities,
costs, charges and expenses (including an amount paid to settle an action or
satisfy a judgment) incurred by him in respect of any action or proceeding for
the recovery of claims of employees or former employees of the Corporation or
such body corporate (including, without limitation, claims for wages, salaries
and other remuneration or benefits) or in respect of any claim based upon the
failure of the Corporation to deduct, withhold, remit or pay any amount for
taxes, assessments and other charges of any nature whatsoever as required by
law), if
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he has reasonable grounds for
believing that his conduct was lawful.
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SECTION 7.03 INSURANCE.
Subject to the limitations contained in the Act, the Corporation may purchase
and maintain such insurance for the benefit of its directors and officers as
such, as the board may from time to time determine.
ARTICLE EIGHT
SHARES
SECTION 8.01 ALLOTMENT.
Subject to the articles, shares of the Corporation may be issued at such times
and to such persons and for such consideration as the board may determine and
the board may from time to time allot or grant options or other rights to
purchase any of the shares of the Corporation at such times and to such persons
and for such consideration as the board shall determine.
SECTION 8.02 COMMISSIONS.
Subject to the provisions of the Act the board may from time to time authorize
the Corporation to pay a commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether from the
Corporation or from any other person, or procuring or agreeing to procure
purchasers for any such shares.
SECTION 8.03 REGISTRATION OF TRANSFER.
Subject to the provisions of the Act, no transfer of shares shall be registered
in a securities register except upon presentation of the certificate
representing such shares with a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by his attorney or successor duly
appointed, together with such reasonable assurance or evidence of signature,
identification and authority to transfer as the board may from time to time
prescribe, and upon payment of all applicable taxes and any fees prescribed by
the board.
SECTION 8.04 TRANSFER AGENTS, REGISTRARS AND DIVIDEND DISBURSING AGENTS.
The board may from time to time appoint a registrar to maintain the securities
register and a transfer agent to maintain the register of transfers and may also
appoint one or more branch registrars to maintain branch securities registers
and one or more branch transfer agents to maintain branch registers of
transfers. The board may also from time to time appoint a dividend disbursing
agent to disburse dividends. One person may be appointed to any number of the
aforesaid positions. The board may at any time terminate any such appointment.
SECTION 8.05 CONCLUSIVENESS OF SECURITIES REGISTER.
Subject to the provisions of the Act, the Corporation shall treat the person in
whose name any share is registered in the securities register as absolute owner
of such share with full legal capacity and authority to exercise all rights of
ownership, irrespective of any indication to the contrary through knowledge or
notice or description in the Corporation's records or on the share certificate.
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SECTION 8.06 SHARE CERTIFICATES.
Every holder of one or more shares of the Corporation shall be entitled, at his
option, to a share certificate, or to a non-transferable written acknowledgement
of his right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Share
certificates and acknowledgements of a shareholder's right to a share
certificate respectively, shall be in such form as the board shall from time to
time approve. Any share certificate shall be signed in accordance with section
2.02, and need not be under the corporate seal; provided that, unless the board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing officers or, in the case of share certificates
which are not valid unless counter-signed by or on behalf of a transfer agent
and/or registrar, the signatures of both signing officers, may be printed or
mechanically reproduced upon share certificates and every such printed or
mechanically reproduced signature shall for all purposes be deemed to be the
signature of the officer whose signature it reproduces and shall be binding upon
the Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.
SECTION 8.07 REPLACEMENT OF SHARE CERTIFICATES.
The board or any officer or agent designated by the board may in its or his
discretion direct the issue of a new share certificate in lieu and upon
cancellation of a share certificate that has been mutilated or in substitution
for a share certificate claimed to have been lost, destroyed or wrongfully taken
upon payment of such fee, if any, and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the board may
from time to time prescribe, whether generally or in any particular case.
SECTION 8.08 JOINT SHAREHOLDERS.
If two or more persons are registered as joint holders of any share, the
Corporation shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
SECTION 8.09 DECEASED SHAREHOLDERS.
In the event of the death of a holder, or of one of the joint holders, of any
share, the Corporation shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon or other
distributions in respect thereof except upon production of all such documents as
may be required by law and upon compliance with the reasonable requirements of
the Corporation and its transfer agent.
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ARTICLE NINE
DIVIDENDS AND RIGHTS
SECTION 9.01 DIVIDENDS.
Subject to the provisions of the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and
interests in the Corporation. Dividends may be paid in money or property or by
issuing fully paid shares of the Corporation.
SECTION 9.02 DIVIDEND CHEQUES.
A dividend payable in cash shall be paid by cheque drawn on the Corporation's
bankers or one of them or those of its dividend disbursing agent to the order of
each registered holder of shares of the class or series in respect of which it
has been declared and mailed by pre-paid ordinary mail to such registered holder
at his recorded address, unless such holder otherwise directs. In the case of
joint holders the cheque shall, unless such joint holders otherwise direct, be
made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the same
is not paid on due presentation on or after the applicable dividend payment
date, 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.
SECTION 9.03 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 board may from time to
time prescribe, whether generally or in any particular case.
SECTION 9.04 UNCLAIMED DIVIDENDS.
Any dividend unclaimed after a period of six (6) years from the date on which
the same has been declared to be payable shall be forfeited and shall revert to
the Corporation.
ARTICLE TEN
MEETINGS OF SHAREHOLDERS
SECTION 10.01 ANNUAL MEETINGS.
The annual meeting of shareholders shall be held at such time in each year and,
subject to section 10.03, at such place as the board or failing it, the chairman
of the board, the chairman of the executive committee or the president may from
time to time determine, for the purpose of considering the financial statements
and reports required by the Act to be placed before the annual meeting, electing
directors, appointing auditors and for the transaction of such other business as
may properly be brought before the meeting.
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SECTION 10.02 SPECIAL MEETINGS.
The board, the chairman of the board, the chairman of the executive committee or
the president shall have power to call a special meeting of shareholders at any
time.
SECTION 10.03 PLACE OF MEETINGS.
Meetings of shareholders shall be held at the registered office of the
Corporation or elsewhere in the municipality in which the registered office is
situated or, if the board shall so determine, at some other place in Canada.
SECTION 10.04 NOTICE OF MEETINGS.
Notice of the time and place of each meeting of shareholders shall be given in
the manner provided in section 12.01 not less than twenty-one (21) nor more than
fifty (50) days before the date of the meeting to each director, to the auditor
and to each shareholder who at the close of business on the record date for
notice is entered in the securities register as the holder of one or more shares
carrying the right to vote at the meeting. A shareholder may in any manner
either before, during or after a meeting of shareholders waive notice of or
otherwise consent to a meeting of shareholders.
SECTION 10.05 CHAIRMAN, SECRETARY AND SCRUTINEERS.
The chairman of any meeting of shareholders shall be the first mentioned of such
of the following officers as have been appointed and who is present at the
meeting: chairman of the board, chairman of the executive committee, president
or a vice-president who is a shareholder. If no such officer is present within
fifteen (15) minutes after the time fixed for holding the meeting, the persons
present and entitled to vote shall choose one of their number to be chairman. If
the secretary and each assistant-secretary of the Corporation is absent, the
chairman shall appoint some person, who need not be a shareholder, to act as
secretary of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman of the
meeting.
SECTION 10.06 PERSONS ENTITLED TO BE PRESENT.
The only persons entitled to be present at a meeting of shareholders shall be
those entitled to vote thereat, the directors and auditors of the Corporation
and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to be present at the
meeting. Any other person may be admitted only on the invitation of the chairman
of the meeting or with the consent of the meeting.
SECTION 10.07 QUORUM.
Subject to the articles, a quorum for the transaction of business at any meeting
of shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxy for an absent shareholder so
entitled, and holding or representing the holder or holders of shares carrying
not less than ten percent (10%) of the total number of votes attached to the
issued shares of the Corporation for the time being enjoying voting rights at
such meeting. If
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a quorum is present at the opening of a meeting of shareholders, the
shareholders present may proceed with the business of the meeting,
notwithstanding that a quorum is not present throughout the meeting.
If a quorum is not present at the opening of a meeting of shareholders, the
shareholders present in person and entitled to be counted for the purpose of
forming a quorum shall have power to adjourn the meeting from time to time to a
fixed time and place without notice other than announcement at the meeting until
a quorum shall be present, subject to the provisions of the Act, the articles
and section 10.15 of this by-law. At any such adjourned meeting, provided a
quorum is present, any business may be transacted which might have been
transacted at the meeting adjourned.
SECTION 10.08 RIGHT TO VOTE.
The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of the Act and the articles.
SECTION 10.09 PROXIES.
Every shareholder entitled to vote at a meeting of shareholders may appoint a
proxyholder, or one or more alternate proxyholders, who need not be
shareholders, to attend and act at the meeting in the manner and to the extent
authorized and with the authority conferred by the proxy. A proxy shall be in
writing executed by the shareholder or his attorney and shall conform with the
requirements of the Act.
SECTION 10.10 TIME FOR DEPOSIT OF PROXIES.
The board may specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting by not more than forty-eight (48) hours
exclusive of non-business days, before which time proxies to be used at such
meeting must be deposited. A proxy shall be acted upon only if, prior to the
time so specified, it shall have been deposited with the Corporation or an agent
thereof specified in such notice or, if no such time is specified in such
notice, unless it has been received by the secretary of the Corporation or by
the chairman of the meeting or any adjournment thereof prior to the time of
voting.
SECTION 10.11 JOINT SHAREHOLDERS.
If two or more persons hold shares jointly, any one of them present in person or
represented by proxy at a meeting of shareholders may, in the absence of the
other or others, vote the shares; but if two or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on the shares
jointly held by them.
SECTION 10.12 VOTES TO GOVERN.
At any meeting of shareholders every question shall, unless otherwise required
by the articles or by-laws or by law, be determined by the majority of the votes
cast on the question. In case of an equality of votes, either upon a show of
hands or upon a poll, the chairman of the meeting shall be entitled to a second
or casting vote.
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SECTION 10.13 SHOW OF HANDS.
Subject to the provisions of the Act, any question at a meeting of shareholders
shall be decided by a show of hands unless a ballot thereon is required or
demanded as hereinafter provided. Upon a show of hands every person who is
present and entitled to vote shall have one vote. Whenever a vote by show of
hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.
SECTION 10.14 BALLOTS.
On any question proposed for consideration at a meeting of shareholders, and
whether or not a show of hands has been taken thereon, any shareholder or
proxyholder entitled to vote at the meeting may require or demand a ballot. A
ballot so required or demanded shall be taken in such manner as the chairman
shall direct. A requirement or demand for a ballot may be withdrawn at any time
prior to the taking of the ballot. If a ballot is taken each person present
shall be entitled, in respect of the shares which he is entitled to votes at the
meeting upon the question, to that number of votes provided by the Act or the
articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.
SECTION 10.15 ADJOURNMENT.
Subject to the articles, if a meeting of shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the meeting that is adjourned. If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of thirty (30) days or more, notice of the adjourned meeting shall be
given as for required by the Act.
SECTION 10.16 RESOLUTION IN WRITING.
A resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of shareholders is as valid as if it had been passed at
a meeting of the shareholders unless a written statement with respect to the
subject matter of the resolution is submitted by a director or the auditors in
accordance with the Act.
ARTICLE ELEVEN
DIVISIONS AND DEPARTMENTS
SECTION 11.01 CREATION AND CONSOLIDATION OF DIVISIONS.
The board may cause the business and operations of the Corporation or any part
thereof to be divided or to be segregated into one or more divisions upon such
basis as the board may consider appropriate in each case. The board may also
cause the business and operations of any such division to be further divided
into sub-units and the business and operations of any such
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divisions or sub-units to be consolidated upon such basis as the board may
consider appropriate in each case.
SECTION 11.02 NAME OF DIVISIONS.
Any division or its sub-units may be designated by such name as the board may
from time to time determine and may transact business, enter into contracts,
sign cheques and other documents of any kind and do all acts and things under
such name.
ARTICLE TWELVE
NOTICES
SECTION 12.01 METHOD OF GIVING NOTICES.
Any notice (which term includes any communication or document) to be given
(which term includes sent, delivered or served) pursuant to the Act, the
regulations thereunder, the articles, the by-laws or otherwise to a shareholder,
director, officer, auditor or member of a committee of the board shall be
sufficiently given if delivered personally to the person to whom it is to be
given or if delivered to his recorded address or if mailed to him at his
recorded address by prepaid ordinary or air mail or if sent to him at his
recorded address by any means of prepaid transmitted or recorded communication.
A notice so delivered shall be deemed to have been given when it is delivered
personally or to the recorded address as aforesaid; a notice so mailed shall be
deemed to have been given when deposited in a post office or public letter box;
and a notice so sent by any means of transmitted or recorded communication shall
be deemed to have been given when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The
secretary or assistant-secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor or member of a committee
of the board in accordance with any information believed by him to be reliable.
SECTION 12.02 NOTICE TO JOINT SHAREHOLDERS.
If two or more persons are registered as joint holders of any share, any notice
shall be addressed to all of such joint holders but notice to one of such
persons shall be sufficient notice to all of them. The address to be used for
the purpose of giving notices shall be the recorded address.
SECTION 12.03 COMPUTATION OF TIME.
In computing the date when notice must be given under any provision requiring a
specified number of days' notice of any meeting or other event, the date of
giving the notice shall be excluded and the date of the meeting or other event
shall be included.
SECTION 12.04 UNDELIVERED NOTICES.
If any notice given to a shareholder pursuant to section 12.01 is returned on
three (3) consecutive occasions because he cannot be found, the Corporation
shall not be required to give any further notices to such shareholder until he
informs the Corporation in writing of his new address.
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SECTION 12.05 OMISSIONS AND ERRORS.
The accidental omission to give any notice to any shareholder, director,
officer, auditor or member of a committee of the board or the non-receipt of any
notice by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise founded thereon.
SECTION 12.06 PERSONS ENTITLED TO SHARES BY DEATH OR OPERATION OF LAW.
Every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever, shall become entitled to any share, shall be bound by
every notice in respect of such share which shall have been duly given to the
shareholder from whom he derives his title to such share prior to his name and
address being entered on the securities register (whether such notice was given
before or after the happening of the event upon which he became so entitled) and
prior to his furnishing to the Corporation the proof of authority or evidence of
his entitlement as provided in the Act.
SECTION 12.07 WAIVER OF NOTICE.
Any shareholder (or his duly appointed proxyholder), director, officer, auditor
or member of a committee of the board may at any time waive any notice, or waive
or abridge the time for any notice, required to be given to him under any
provision of the Act, the regulations thereunder, the articles, the by-laws or
otherwise and such waiver or abridgement shall cure any default in the giving or
in the time of such notice, as the case may be. Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of shareholders or of
the board or committee thereof which may be given in any manner.
ARTICLE THIRTEEN
FISCAL YEAR
SECTION 13.01 FISCAL YEAR.
The fiscal period of the Corporation shall terminate on such day in each year as
the board of directors may from time to time determine. Until otherwise
determined by the board of directors, the fiscal year of the Corporation shall
terminate on the Saturday closest to the last day of January in each year.
ARTICLE FOURTEEN
EFFECTIVE DATE
SECTION 14.01 EFFECTIVE DATE.
This by-law is effective from the date of the resolution of the directors
adopting same and shall continue to be effective unless amended by the directors
until the next meeting of shareholders of the Corporation, whereat if same is
confirmed or confirmed as amended, this by-law shall continue in effect in the
form in which it was so confirmed.
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SECTION 14.02 REPEAL.
Upon the date of this by-law coming into force, By-Law No. One of the
Corporation, being a by-law relating generally to the transaction of the
business and affairs of the Corporation, shall be repealed, provided that such
repeal shall not affect the previous operation of any by-law so repealed or
affect the validity of any act done or right, privilege, obligation or liability
acquired or incurred under or the validity of any contract or agreement made
pursuant to any such by-law prior to its repeal.
All officers and persons acting under any by-law so repealed shall continue to
act as appointed under the provisions of this by-law and all resolutions of the
shareholders or board or committee thereof with continuing effect passed under
any repealed by-law shall continue to be valid except to the extent inconsistent
with this by-law and until amended or repealed.
The foregoing By-Law 1986-1 is hereby consented to by the signatures of all the
directors of COTT BEVERAGES LTD. - LES BREUVAGES COTT LTEE, this 26th day of
September, 1986.
/s/ Samuel Pencer
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Samuel Pencer
/s/ Manuel Pencer
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Manuel Pencer
/s/ Gerald Pencer
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Gerald Pencer
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COTT CORPORATION
AMENDMENT NO. 1 TO BY-LAW NO. 1986-1
By-law No. 1986-1 is amended by deleting the first paragraph of section
10.07 thereof and substituting therefor the following:
"Section 10.07 QUORUM. Subject to the articles, a quorum for the
transaction of business of any meeting of shareholders shall be two persons
present in person, each being a shareholder entitled to vote thereat or a
duly appointed proxy for an absent shareholder so entitled, and holding or
representing the holder or holders of shares carrying not less than 1/3 of
the total number of votes attaching to the issued shares of the Corporation
for the time being enjoying voting rights at such meeting. If a quorum is
present at the opening of the meeting of shareholders, the shareholders
present may proceed with the business of the meeting, notwithstanding that
a quorum is not present throughout the meeting."
The foregoing amendment to By-law No. 1986-1 was passed by the directors of
the Corporation at a meeting held on the 26th day of May, 1992.
Confirmed by the shareholders: 14 July , 1992.
COTT CORPORATION
AMENDMENT NO. 2 TO BY-LAW NO. 1986-1
By-law No. 1986-1 is amended by adding the following paragraph to section
4.01 thereof:
"Subject to the Canada Business Corporations Act and to the articles of the
Corporation, the directors may appoint one or more directors, who shall
hold office for a term expiring not later than the close of the next annual
meeting of shareholders, but the total number of directors so appointed may
not exceed one-third of the number of directors elected at the previous
annual meeting of shareholders."
The foregoing amendment to By-law No. 1986-1 was passed by the directors of
the Corporation at a meeting held on the 19th day of May, 1995.
Confirmed by the shareholders: 22 June, 1995