EXHIBIT 3.14
4260848 CANADA INC.
(the "Corporation")
BY-LAW ONE
MEETINGS OF SHAREHOLDERS AND DIRECTORS
ARTICLE 1. MEETINGS OF SHAREHOLDERS.
1.1. Place, Time and Notice. Meetings of shareholders of the
Corporation shall be held at the registered office of the Corporation or at such
other place and at such time as the Board of Directors, the Chief Executive
Officer or the President may determine, from time to time.
If the Corporation is not a distributing corporation, notice
of any meeting of shareholders shall be given to all entitled thereto within a
period of not less than seven days prior to the time fixed for such meeting.
1.2. Electronic Meetings. If the directors or the shareholders of the
Corporation call a meeting of shareholders pursuant to the laws governing the
Corporation, those directors or shareholders, as the case may be, may determine
that the meeting shall be held (in accordance with the regulations, if any,
governing the Corporation) entirely by means of telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting.
1.3. Chairman. Subject to the provisions of any resolution of the Board
of Directors, the Chairman of the Board or, in his absence or inability or
refusal or failure to act, a Vice-Chairman of the Board or, in his absence or
inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of
shareholders. All of the foregoing officers may attend such meetings but no
Vice-President shall act as chairman if the Board of Directors shall have
determined that he shall not so act. If all of the foregoing officers be absent
or unable or refuse or fail to act, the persons present may choose a chairman.
1.4. Quorum. The holder or holders of not less than fifty-one per cent
of the outstanding shares of the Corporation carrying voting rights at the
meeting, present in person or represented by proxy or by an authorized
representative, shall constitute a quorum.
ARTICLE 2. MEETINGS OF DIRECTORS.
2.1. Place, Time and Notice. Immediately after the annual meeting of
shareholders in each year, a meeting of such of the newly elected directors as
are then present may be held, provided that they shall constitute a quorum,
without notice, for the appointment of officers of the Corporation and the
transaction of such other business as may come before the meeting.
Subject to the provisions of any resolution of the Board of
Directors, meetings of the Board of Directors may be called at any time by the
Chairman of the Board or a Vice-Chairman of the Board or the President or any
Vice-President who is a director or any two directors and notice of the time and
place for holding any meeting of the Board of Directors shall be given at least
twenty-four hours prior to the time fixed for the meeting. Any meeting so called
may be held at the registered office of the Corporation or any other place which
shall have been fixed by the Board of Directors.
2.2. Chairman. Subject to the provisions of any resolution of the Board
of Directors, the Chairman of the Board or, in his absence or inability or
refusal or failure to act, any Vice-Chairman of the Board or, in his absence or
inability or refusal or failure to act, the President or, in his absence or
inability or refusal or failure to act, the Vice-President or, if there be more
than one Vice-President, that one of them who may have been designated for the
purpose by the Board of Directors, shall preside at all meetings of the Board of
Directors; provided that neither the President nor any Vice-President shall so
act unless he is a director. If all of the foregoing officers be absent or
unable or refuse or fail to act, the directors present may choose a chairman
from among their number. The chairman at any meeting of directors may vote as a
director.
2.3. Quorum. Except where the Corporation has only one director, the
Board of Directors may, from time to time, fix by resolution the quorum for
meetings of the Board of Directors but until otherwise fixed a majority of
directors in office, from time to time, shall constitute a quorum.
Enacted November 10th, 2004.
Witness the signatures of the President and the
Secretary of the Corporation
/s/ DAYLE M. BRANDS
--------------------
President
/s/ Carole Beausepeur
--------------------
Secretary
4260848 CANADA INC.
(the "Corporation")
ADMINISTRATIVE RESOLUTIONS
1. SHARE CERTIFICATES
Share certificates issued by the Corporation shall bear the signature
of at least one director or officer of the Corporation.
2. CORPORATE SEAL
The Corporation may have a corporate seal. Any director or officer of
the Corporation or any agent of the Corporation designated by any such director
or officer shall have authority to affix the corporate seal to any document.
3. FINANCIAL PERIOD
The financial period of the Corporation shall end on December 31 in
each year.
4. CONTRACTS
All contracts, agreements, deeds, documents, engagements. bonds,
debentures and other instruments requiring execution by the Corporation may be
signed on behalf of the Corporation by any two directors or officers of the
Corporation or any director acting together with any officer of the Corporation
or as the Board of Directors may otherwise authorize from time to time. Any such
authorization may be general or confined to specific instances.
5. AUTHORIZATION
Any director or officer of the Corporation or any other person
nominated for the purpose by any director or officer of the Corporation is
authorized and empowered to appear and make answer for, on behalf of and in the
name of the Corporation to all writs, orders and interrogatories upon
articulated facts issued out of any court and to declare for, on behalf of and
in the name of the Corporation any answer to writs of seizure by way of
garnishment and orders to show cause in which the Corporation is garnishee; and
each of said directors, officers and persons is authorized and empowered to make
all affidavits and sworn declarations in connection therewith or in connection
with any and all judicial proceedings to which the Corporation is a party and to
make demands of abandonment or petitions for winding up or bankruptcy orders
upon any debtor of the Corporation and to attend and vote at all meetings of
creditors of the Corporation's debtors and grant proxies in connection
therewith; and any one of said directors, officers or persons is authorized to
appoint by general or special power or powers of attorney any person or persons,
including any person or persons other than those directors, officers and persons
hereinbefore mentioned, as attorney or attorneys for the Corporation to do any
of the foregoing things.
OFFICERS - TITLES, POWERS AND DUTIES
The officers of the Corporation and their respective titles, powers and
duties shall be as follows:-
6.1. Officers. The officers of the Corporation shall be a President and
a Secretary who shall be appointed by the Board of Directors. The Board of
Directors may also appoint, at any time and from time to time, as officers, a
Chairman of the Board, one or more Vice-Chairmen of the Board, one or more
Vice-Presidents, a Treasurer, one or more Assistant-Secretaries, one or more
Assistant-Treasurers, a Comptroller and such other officers as the Board of
Directors may, from time to time, deem expedient. All officers shall
respectively perform such duties, in addition to those specified in the by-laws
of the Corporation and in this resolution, as shall, from time to time, be
prescribed by the Board of Directors. The same person may hold more than one
office and none of such officers of the Corporation, except the Chairman of the
Board and any Vice-Chairman of the Board, need be a director of the Corporation.
6.2. Chairman and Vice-Chairman of the Board. The Chairman of the Board
shall have the powers and duties conferred upon him by the by-laws of the
Corporation and such other powers and duties as the Board of Directors may
determine from time to time. A Vice-Chairman of the Board shall possess the
powers of the Chairman of the Board in the absence or inability or refusal or
failure to act of the Chairman of the Board and, if a Vice-Chairman of the Board
exercises any of the powers and duties of the Chairman of the Board, the absence
or inability or refusal or failure to act of the Chairman of the Board shall be
presumed.
6.3. President. The President shall have the powers and duties
conferred upon him by the by-laws of the Corporation and by this resolution and
such other powers and duties as the Board of Directors may determine from time
to time. Unless some other person is appointed as Chief Executive Officer, the
President shall be the Chief Executive Officer and, as such, shall exercise a
general control of and supervision over the affairs and business of the
Corporation, except to the extent that the Board of Directors shall otherwise
determine.
6.4. Vice-President or Vice-Presidents. A Vice-president shall have the
powers and duties conferred upon him by the by-laws of the Corporation and this
resolution and such other powers and duties as the Chief Executive Officer or
the President or the Board of Directors may determine from time to time. In the
absence or inability or refusal or failure to act of the President, the
Vice-President or, if there be more than one, each of the Vice-Presidents
shall have the powers and duties of the President and, if any such
Vice-President exercises any of the powers and duties of the President, the
absence or inability or refusal or failure to act of the President shall be
presumed; provided, however, that if there be more than one Vice-President, the
extent and the conditions upon which each of them shall have the powers and
duties of the President shall be subject to any determination theretofore made
by the Board of Directors.
6.5. Secretary and Assistant-Secretaries. The Secretary shall attend to
the giving and service of all notices of the Corporation and shall keep the
minutes of all meetings of the shareholders and of the Board of Directors in a
book or books to be kept for that purpose. He shall have charge of the records
of the Corporation and such other books and papers as the Chief Executive
Officer, the President or the Board of Directors may direct. He shall be
responsible for the keeping and filing of all books, reports, certificates and
other documents required by law to be kept and filed by the Corporation and not
required to be kept by some other officer or agent of the Corporation. He shall
perform all the acts incidental to the office of Secretary subject to the
control of the Chief Executive Officer, the President or the Board of Directors
and shall have such other powers and duties as the Chief Executive Officer, the
President or the Board of Directors may determine from time to time.
Assistant-Secretaries may perform any of the duties of the Secretary delegated
to them, from time to time, by the Board of Directors, the Chief Executive
Officer, the President or the Secretary.
6.6. Treasurer and Assistant-Treasurers. The Treasurer shall have
general charge of the finances of the Corporation. He shall render to the Board
of Directors, whenever directed by the Board of Directors, an account of the
financial condition of the Corporation and of all his transactions as Treasurer;
and, as soon as possible after the close of each financial year or other period
designated by the Board of Directors, he shall make and submit to the Board of
Directors a like report for such financial year or other period. He shall have
charge and custody of and be responsible for the keeping of the accounting
records required to be kept pursuant to the laws governing the Corporation. He
shall perform all the acts incidental to the office of Treasurer subject to the
control of the Chief Executive Officer, the President or the Board of Directors
and shall have such other powers and duties as the Chief Executive Officer, the
President or the Board of Directors may determine from time to time.
Assistant-Treasurers may perform any of the duties of the Treasurer delegated to
them, from time to time, by the Board of Directors, the Chief Executive Officer,
the President or the Treasurer.
6.7. Removal. The Board of Directors may remove and discharge any or
all of the officers or employees of the Corporation, either with or without
cause, and appoint others in their place or places. Any officer or employee of
the Corporation, other than the Chairman or a Vice-Chairman of the Board or the
President, may also be removed and discharged, either with or without cause, by
the Chief Executive Officer.
7. NUMBER OF DIRECTORS
The number of directors of the Corporation shall be one.
8. ACTION BY SOLE DIRECTOR
Wherever in the Administrative Resolutions of the Corporation action
may be or is required to be taken by the Board of Directors of the Corporation
or any two directors or officers of the Corporation, such action may be taken by
the sole director of the Corporation should the Corporation have only one
director.
Passed by the sole director on November 10th, 2004.