EXHIBIT 3.2
BY-LAW NO. 1
A BY-LAW TO REGULATE
THE BUSINESS AND AFFAIRS OF
GEAC COMPUTER CORPORATION LIMITED
ARTICLE 1
INTERPRETATION
1.01 DEFINITIONS. In this By-law and all other by-laws and resolutions of
the Corporation, unless the context otherwise requires:
(a) the following terms shall have the meanings specified:
(i) "Act" means the Canada Business Corporations Act or any
statute which may be substituted therefor, as amended from
time to time;
(ii) "articles" means the original or restated articles of
incorporation, articles of amendment, articles of
amalgamation, articles of continuance, articles of
arrangement, articles of dissolution, articles of
reorganization or articles of revival of the Corporation and
includes any amendments;
(iii) "board" means the board of directors of the Corporation;
(iv) "Corporation" means Geac Computer Corporation Limited;
(v) "director" means a member of the board; and
(vi) "meeting of shareholders" means an annual meeting of
shareholders of the Corporation, or a special meeting of
shareholders of the Corporation, or both, and includes a
meeting of any class or series of any class of shareholders of
the Corporation;
(b) terms used herein that are defined in the Act shall have the meanings
given to those terms in the Act; and
(c) words importing the masculine gender shall include the feminine and
neuter genders, and words importing the singular number shall include
the plural number, and vice versa.
ARTICLE 2
DIRECTORS
2.01 NUMBER OF DIRECTORS AND QUORUM. Until changed in accordance with the
Act, the board shall consist of such number of directors not greater than 15 nor
less than 3 as the board may from time to time determine, and 3 directors shall
constitute a quorum for the transaction of business. Notwithstanding vacancies,
a quorum of directors may exercise all the powers of the board.
2.02 ELECTION AND TERM. Directors shall be elected by the shareholders at
each annual meeting of shareholders to hold office until the next annual meeting
of shareholders or until their respective successors are elected or appointed.
The number of directors to be elected at any such meeting shall be that number
most recently determined by the board. At any annual meeting of shareholders
every retiring director shall, if qualified, be eligible for re-election.
2.03 QUALIFICATION. At least that number of directors as required by the Act
shall be resident Canadian and at least that number of directors as required by
the Act shall not be officers or employees of the Corporation or its affiliates.
2.04 PLACE OF MEETING. Meetings of the board may be held at any place within
or outside Canada.
2.05 CALLING OF MEETINGS. Meetings of the board shall be held from time to
time at such place, on such day and at such time as the board, the chairman of
the board, the president or any two directors may determine.
2.06 NOTICE. Notice of the time and place of each meeting of the board shall
be given to each director at least 48 hours before the meeting. A notice of
meeting of the board need not specify the business to be transacted at the
meeting except as may be required by the Act. The accidental failure to give
notice of a meeting of the board to a director or any error in such notice not
affecting the substance thereof shall not invalidate any action taken at the
meeting. A meeting of the board may be held without notice immediately following
any annual meeting of shareholders. An individual need not be given notice of
the meeting at which that individual is appointed by the other directors to fill
a vacancy on the board if that individual is present at that meeting.
2.07 VOTES TO GOVERN. At all meetings of the board any question shall be
decided by a majority of the votes cast on the question.
2.08 CHAIRMAN AND SECRETARY. The chairman of the board shall be chairman of
any meeting of the board. If the chairman of the board is not present, the
directors present shall choose one of their number to be chairman. The secretary
of the Corporation shall act as secretary at any meeting of the board and, if
the secretary of the Corporation be absent, the chairman of the meeting shall
appoint a person who need not be a director to act as secretary of the meeting.
ARTICLE 3
COMMITTEES
3.01 AUDIT COMMITTEE. The directors shall appoint from among their number an
audit committee to be composed of not fewer than three directors, of whom a
majority shall not be officers or employees of the Corporation or any affiliate
of the Corporation. The audit committee shall have the functions provided in the
Act.
3.02 OTHER COMMITTEES. The board may elect or appoint additional committees
composed of directors and/or other persons which may exercise such powers as,
subject to any limitations prescribed by the Act, the board may delegate to them
and shall have such other functions as the board may determine.
3.03 COMMITTEE PROCEDURE. Subject to the Act and any restrictions imposed by
the board, each committee shall have the power to fix its quorum to elect its
chairman and to regulate its procedure.
ARTICLE 4
OFFICERS
4.01 APPOINTMENT OF OFFICERS. The board may from time to time appoint a
chairman of the board, a president, one or more vice-presidents, a secretary, a
treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed.
4.02 TERM OF OFFICE. Every officer shall hold office during the pleasure of
the board.
ARTICLE 5
MEETINGS OF SHAREHOLDERS
5.01 ANNUAL AND SPECIAL MEETINGS. The board shall call an annual meeting of
shareholders not later than 15 months after the holding of the last preceding
annual meeting. The board may at any time call a special meeting of
shareholders. Meetings of shareholders shall be held at such place within Canada
as the board may determine.
5.02 NOTICE OF MEETINGS. Notice in writing of the time and place of each
meeting of shareholders shall be sent not less than 21 days nor more than 50
days before the meeting to each shareholder entitled to vote at the meeting, to
each director and to the auditor of the Corporation. The accidental failure to
give notice of a meeting of shareholders to any person entitled thereto or any
error in such notice not affecting the substance thereof shall not invalidate
any action taken at the meeting.
5.03 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those persons entitled to vote thereat, the
directors, the auditor of the Corporation and any other persons who, although
not entitled to vote at the meeting, are entitled or required under any
provision of the Act, the articles or any by-law of the Corporation to attend
the meeting. Any other persons may be admitted to the meeting only on the
invitation of the chairman of the meeting or with the consent of the meeting.
5.04 QUORUM. At any meeting of shareholders, the holders present in person
or represented by proxy of at least 20% of the outstanding shares of the
Corporation entitled to be voted at the meeting shall constitute a quorum for
the transaction of business.
5.05 CHAIRMAN, SECRETARY AND SCRUTINEERS. The chairman of the board or, if
he is not present, a director designated by the board shall act as chairman at
each meeting of shareholders. The secretary of the Corporation, or in his
absence, such other person as the chairman of the meeting may appoint, shall act
as secretary of the meeting. At any meeting of shareholders, the chairman of the
meeting may appoint one or more persons, who may but need not be shareholders,
to serve as scrutineers with such duties as the chairman may prescribe.
5.06 SHOW OF HANDS. 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 thereon 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.
5.07 BALLOTS. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require, or any shareholder or proxyholder entitled to vote at the
meeting may 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
each person is entitled to vote 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.
ARTICLE 6
PAYMENTS
6.01 CHEQUES. Any amount payable in cash to shareholders (including
dividends payable in cash) shall be paid by cheque drawn on the Corporation's
bankers or one of them to the order of each registered holder of shares of the
class or series in respect of which such amount is to be paid and mailed by
prepaid ordinary mail to such registered holder at such holder's address
recorded in the Corporation's securities register, unless in each case 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 address recorded in the securities
register of the Corporation. In the case of the payment of a dividend, the
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.
6.02 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any cheque by
the person to whom it is sent, 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.
6.03 UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
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.
ARTICLE 7
EXECUTION OF INSTRUMENTS
7.01 GENERAL. Contracts, documents or other instruments requiring execution
by the Corporation may be signed by any one of the chairman of the board, the
president and a vice-president together with the secretary or an assistant
secretary. In the absence or inability to act of the secretary and assistant
secretary, such instruments may be signed by any two of the chairman of the
board, the president and a vice-president. The board may appoint any other
person or persons to sign instruments generally or specific instruments. Where
appropriate, such instruments may be executed under the corporate seal.
7.02 AUTHORITY TO ACT FOR THE CORPORATION. By way of supplement to section
7.01, any one of the chairman of the board, the president and a vice-president
acting with the secretary or an assistant secretary are hereby authorized, for
and on behalf of the Corporation, to make, enter into, execute and deliver
powers of attorney appointing agents to act on behalf of the Corporation, on
such terms and conditions as they see fit, in connection with the incorporation
and other matters relating to subsidiaries of the Corporation located outside of
Canada.
ARTICLE 8
BORROWING
8.01 BORROWING. Without limit to the powers of the board as provided in the
Act, the board may from time to time on behalf of the Corporation:
(a) borrow money upon credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) to the extent permitted by the Act, give, directly or indirectly,
financial assistance to any person by means of a loan, a guarantee to
secure the performance of an obligation or otherwise;
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation; and
(e) delegate to one or more directors or officers all or any of the powers
conferred by the foregoing provisions to such extent and in such manner
as the board shall determine at the time of such delegation.
ARTICLE 9
PROTECTION OF DIRECTORS AND OFFICERS
9.01 TRANSACTIONS WITH THE CORPORATION. Except as provided by the Act and
subject to Section 9.02, no director or officer shall be disqualified, by virtue
of being a director or officer of the Corporation, 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 realized in respect of any such contract,
transaction or arrangement.
9.02 CONFLICT OF INTEREST. Subject to and in accordance with the provisions
of the Act, a director or officer of the Corporation who is a party to a
material contract [or transaction] or proposed material contract [or
transaction] with the Corporation, or is a director or an officer of or has a
material interest in any person who is a party to a material contract [or
transaction] or proposed material contract [or transaction] with the
Corporation, shall disclose in writing to the Corporation or request to have
entered in the minutes of meetings of directors the nature and extent of such
director or officer's interest, and any such director shall refrain from voting
in respect thereof unless otherwise permitted by the Act.
9.03 LIMITATION OF LIABILITY. All directors and officers of the Corporation
in exercising their powers and discharging their duties shall act honestly and
in good faith with a view to the best interests of the Corporation and exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no director or officer shall
be liable for the acts, omissions, failures, neglects or defaults of any other
director, officer or employee, or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any property
acquired for 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 or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss
occasioned by any error of judgment or oversight on the part of such director or
officer, or for any other loss, damage or misfortune which shall happen in the
execution of the duties of office or in relation thereto; provided that nothing
herein shall relieve any director or officer from the duty to act in accordance
with the Act and the regulations thereunder or from liability for any breach
thereof.
9.04 INDEMNITY OF DIRECTORS AND OFFICERS. Subject to the limitations
contained in the Act but without limit to the right of the Corporation to
indemnify any person under the Act or otherwise, to the full extent permitted by
the Act, 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 at the Corporation's request on behalf of any such body
corporate), and such director or officer's heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by such director or officer in
respect of any civil, criminal or administrative action or proceeding
to which such director or officer is made a party by reason of being or having
been a director or officer of such Corporation or body corporate (or by reason
of having undertaken such liability); and the Corporation shall with the
approval of a court indemnify a person in respect of an action by or on behalf
of the Corporation or body corporate to procure a judgment in its favour, to
which such person is made a party by reason of being or having been a director
or an officer of the Corporation or body corporate, against all costs, charges
and expenses reasonably incurred by such director or officer in connection with
such action;
if in each case such director or officer:
(a) 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, had
reasonable grounds for believing that his or her conduct was
lawful.
Notwithstanding the foregoing, the Corporation shall, without requiring the
approval of a court, indemnify any person referred to above, in respect of an
action by or on behalf of the Corporation or body corporate to procure a
judgment in its favour who has been substantially successful on the merits in
the defence of any civil, criminal or administrative action or proceeding to
which such person is made a party by reason of being or having been a director
or officer of the Corporation or body corporate, against all costs, charges and
expenses reasonably incurred by such person in respect of such action or
proceeding, provided that such person has satisfied the appropriate conditions
referred to in (a) and (b) above.
9.05 INSURANCE. Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any person
referred to in section 9.03 as the board may from time to time determine.
9.06 INDEMNITIES NOT LIMITING. The provisions of this Article 9 shall be in
addition to and not in substitution for any rights, immunities and protections
to which any person referred to in section 9.03 is otherwise entitled.
ARTICLE 10
BUSINESS OF THE CORPORATION
10.01 CORPORATE SEAL. The Corporation may have one or more different
corporate seals, which seals may be adopted or changed from time to time by the
board, on which the name of the Corporation appears in one or more language
forms set out in its articles.
10.02 FINANCIAL YEAR. Until changed by the board, the financial year of the
Corporation shall end on April 30 each year.
ARTICLE 11
EFFECTIVE DATE
11.01 EFFECTIVE DATE. This By-law shall come into force upon the approval by
the board.
11.02 REPEAL. All other by-laws of the Corporation that are in force upon the
effective date of this by-law shall be repealed. However, such repeal shall not
affect the previous operation of such by-laws or affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred under the
validity of any contract or agreement made pursuant to such by-laws prior to
their repeal. All officers and persons acting under such repealed by-laws shall
continue to act as if appointed under the provisions of this by-law and all
resolutions of the shareholders or board with continuing effect passed under
such repealed by-laws shall continue good and valid, until amended or repealed,
except to the extent inconsistent with this by-law.
MADE by the board the 22nd day of May, 2000.
"WILLIAM G. NELSON" "ELLEN NEEMAN"
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Chairman Secretary