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EXHIBIT 3.3
[LOGO]
BY-LAW
NUMBER 1
A By-law relating generally to
the transaction of the business
and affairs of
TransCanada Corporation
May 15, 2003
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TRANSCANADA CORPORATION
BY-LAW NUMBER 1
A By-law relating generally to
the transaction of the business
and affairs of
TransCanada Corporation
BE IT ENACTED as a by-law of TransCanada Corporation as follows:
SECTION ONE
INTERPRETATION
1.01 DEFINITIONS. In this by-law and all other by-laws and ordinary and special
resolutions of the Corporation, unless the context otherwise requires:
(i) "Act" means the Canada Business Corporations Act and any act that may
be substituted therefor as from time to time in effect;
(ii) "articles" means the articles of incorporation of the Corporation, as
from time to time amended or restated;
(iii) "board" means the board of directors of the Corporation;
(iv) "Corporation" means the corporation, "TransCanada Corporation";
(v) "meetings of shareholders" includes an annual or special meeting of
shareholders or of any class or classes of shareholders; and
1.02 INTERPRETATION. Subject to section 1.01 of this by-law, words and
expressions defined in the Act have the same meanings when used herein and words
importing the singular include the plural and vice versa; words importing any
gender include any other gender; and words importing persons include
individuals, bodies corporate, partnerships, trusts and unincorporated
organizations.
SECTION TWO
REGISTERED OFFICE
2.01 REGISTERED OFFICE. The registered office of the Corporation shall be at
such place in the City of Calgary, in the Province of Alberta, as the board may
from time to time determine.
2.02 TRADE NAME. The Corporation may carry on business as or identify itself by
"TransCanada".
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SECTION THREE
DIRECTORS
3.01 POWERS AND QUORUM. The board shall manage the business and affairs of the
Corporation. Four directors shall constitute a quorum.
3.02 ELECTION AND TERM. The directors shall be elected at each annual meeting of
shareholders to hold office until the next annual meeting or until their
respective successors are elected or appointed. At any annual meeting every
retiring director shall, if qualified under the Act, be eligible for re-election
unless such director is older than the maximum age which may be fixed from time
to time by the directors.
3.03 VACANCIES. Subject to the Act, where a vacancy occurs in the board, and a
quorum of directors remains, the directors remaining in office may appoint a
qualified person to fill the vacancy for the remainder of the term.
3.04 MEETINGS. Meetings of the board may be held at any place within or outside
Canada. Meetings may be called by the chair, vice chair, the chief executive
officer, the president or any two directors.
3.05 MEETINGS BY TELEPHONE. Subject to the requirements of the Act, any director
may participate in a meeting of the board by means of a telephonic, electronic
or other communication facility as permit all persons participating in the
meeting to communicate adequately with each other during the meeting. Each
director so participating shall be deemed to be present at such meeting and such
meeting shall be deemed to be held at the place specified in the notice calling
such meeting and, in the absence of any such specification, at the place where
or from which the chair of the meeting shall have presided.
3.06 RESOLUTION IN LIEU OF MEETING. A resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors or a
committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors.
3.07 NOTICES. Notice of the time and place for holding a meeting shall be given
to every director not less than 48 hours before the meeting is to be held;
provided that notice shall not be required if the meeting is held immediately
following an annual meeting of shareholders.
3.08 VOTING. At all meetings of the board every matter shall be decided by a
majority of the votes cast; and in case of an equality of votes the chair of the
meeting shall be entitled to a casting vote in addition to his original vote.
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3.09 REMUNERATION OF DIRECTORS. The directors shall be paid such remuneration
for their services as the board may from time to time determine. The
remuneration, if any, payable to a director who is also an officer or employee
of the Corporation or who serves it in any professional capacity shall, unless
the board otherwise directs, be in addition to his salary as an officer or
employee or to his professional fees, as the case may be. The directors may also
be paid their reasonable out-of-pocket expenses incurred in attending meetings
of the directors, shareholders or committees of the board or otherwise in the
performance of their duties.
SECTION FOUR
COMMITTEES
4.01 EXECUTIVE OR PLANNING COMMITTEE. The directors may appoint from among their
number an executive or planning committee and delegate to the executive or
planning committee any powers of the board, subject to any restrictions imposed
from time to time by the board or by the Act. Meetings of the executive or
planning committee may be held at any place within or outside Canada.
4.02 AUDIT COMMITTEE. The directors shall appoint from among their number an
audit committee to be composed of not fewer than three directors, who shall not
be officers or employees of the Corporation or any affiliate of the Corporation.
The audit committee shall have the duties provided in the Act and may exercise
such other duties and perform such other functions as may be determined by the
board.
4.03 OTHER COMMITTEES. Subject to the Act, the directors may from time to time
appoint such other committees with such duties as it may deem advisable.
4.04 PROCEDURE. Subject to the Act and any restrictions imposed by the board,
each committee shall have power to fix its quorum, to elect its chair and to
regulate its procedure.
SECTION FIVE
OFFICERS
5.01 APPOINTMENT. The board shall elect or appoint a chair of the board who may
serve in a non-executive capacity, and a president and may elect or appoint a
vice chair, one or more executive, senior, assistant and/or other vice
presidents, a corporate secretary, a treasurer and a controller and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. No person may hold the office of chair or vice chair
unless that person is a director. The same person may hold more than one office.
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5.02 CHIEF EXECUTIVE OFFICER. The board may designate an officer as the chief
executive officer. The chief executive officer shall have the general
supervision of the business and affairs of the Corporation, subject to the
direction of the board. In addition, the chief executive officer shall have the
power to appoint an assistant controller, an assistant treasurer, an assistant
corporate secretary and such division or business unit presidents and/or
division or business unit vice presidents and such other divisional or business
unit officers as the chief executive officer considers appropriate. Any such
division or business unit presidents and division or business unit vice
presidents are not, and shall not be, unless otherwise designated by the Board,
officers of the Corporation.
5.03 CHIEF OPERATING OFFICER. The board may designate an officer as the chief
operating officer. The chief operating officer shall have the general
supervision of the operations of the Corporation, subject to the direction of
the chief executive officer.
5.04 CHAIR. The chair shall preside at all meetings of the board and of
shareholders and shall have such other powers and duties as the board may
prescribe. If and whenever the chair is unable to act, his powers and duties
shall devolve upon the vice chair, if appointed, or failing the vice chair, the
chief executive officer.
5.05 PRESIDENT. If and whenever the president is unable to act, his powers and
duties shall devolve upon such director or officer as the board may designate.
5.06 CORPORATE SECRETARY. The corporate secretary shall attend and be the
secretary of all meetings of the board and shareholders; shall give or cause to
be given notices of such meetings; and shall be the custodian of the corporate
seal and of the records and contracts, documents and other instruments of the
Corporation except when some other person has been designated for that purpose
by the board.
5.07 OTHER POWERS AND DUTIES. Every officer, except the chief executive officer
and the chair, shall have such powers and duties as the board or the chief
executive officer may prescribe in addition to the powers and duties provided by
this by-law. 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.
5.08 TERM OF OFFICE. Every officer appointed by the board shall hold office
during the pleasure of the board.
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SECTION SIX
PROTECTION OF DIRECTORS AND OFFICERS
6.01 LIMITATION OF LIABILITY. No director or officer of the Corporation shall be
liable for the acts, receipts, neglects or defaults of any other director or
officer or any employee or for any liability or expense sustained or incurred by
the Corporation in the execution of the duties of his office, provided that
nothing herein contained shall relieve any director or officer of any liability
in contravention of the Act or any other applicable statute.
6.02 INDEMNITY AND INSURANCE. 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, the Corporation shall indemnify a director or officer, a
former director or officer, and may indemnify an individual who acts or acted at
the Corporation's request as a director or officer or in a similar capacity of
another entity, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal or administrative, investigative or
other proceeding in which the individual is involved because of that association
with the Corporation or other entity, if the individual:
(a) acted honestly and in good faith with a view to the best interests of
the Corporation, or as the case may be, to the best interests of the
other entity for which the individual acted as director or officer or
in a similar capacity at the Corporation's request; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, the individual had reasonable
grounds for believing that the individual's conduct was lawful.
Subject to the limitations contained in the Act, the Corporation may purchase
and maintain such insurance for the benefit of such persons referred to in this
section as the board may from time to time determine.
SECTION SEVEN
SHARES
7.01 SHARE CERTIFICATES. Share certificates shall be signed by the chair, the
vice chair, the president or a vice president and by the corporate secretary or
an assistant secretary and need not be under the corporate seal. Share
certificates representing shares in respect of which a transfer agent has been
appointed shall be countersigned manually by or on behalf of such transfer
agent. The facsimile signature of such officers or, in the case of share
certificates representing shares in respect of which a transfer agent has been
appointed, of both of such officers, may be mechanically reproduced thereon.
Share certificates so signed shall continue to be valid notwithstanding that one
or both of the officers whose signature is mechanically reproduced thereon no
longer holds office at the date of issue thereof.
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7.02 TRANSFER AGENT AND REGISTRAR. The board may appoint or remove a transfer
agent or a registrar and one or more branch transfer agents or registrars for
the shares of the Corporation.
SECTION EIGHT
MEETING OF SHAREHOLDERS
8.01 MEETINGS. Meetings of shareholders shall be held at such place within
Canada or outside of Canada at any of the following places: Chicago, Illinois;
Boston, Massachusetts; New York, New York; Washington, D.C.; Denver, Colorado;
Houston, Texas; San Francisco, California; Los Angeles, California; Atlanta,
Georgia; Tampa, Florida; Orlando, Florida; and Seattle, Washington as specified
in the Corporation's articles at such time and on such day as the board may
determine.
8.02 NOTICE OF MEETINGS AND DOCUMENTATION. Notice of the time and place of a
meeting of shareholders shall be sent not less than 21 days and not more than 60
days before the meeting to each shareholder entitled to vote at the meeting, to
each director and to the auditor of the Corporation. Where there is more than
one person registered as a shareholder in respect of any share or shares, such
notice may be given to whichever of such persons is named first in the
securities register of the Corporation and any notice so given shall be
sufficient notice to all of them.
Notice of shareholder meetings or any notices or documents intended for
shareholders may be given by prepaid mail, facsimile, or by any electronic or
other communication facilities. The Board of Directors may establish, by
resolution, procedures to give, deliver or send a notice or other document to
the shareholders, directors and the auditor by any means permitted under the
laws governing the Corporation pursuant to the articles or by-laws of the
Corporation. In the event that it is impossible or impracticable for any reason
whatsoever to give notice as otherwise permitted under the laws governing the
Corporation, notice may be given by advertisement published once in a newspaper
in such cities or places as the directors may from time to time determine.
Subject to applicable laws, a notice or other document shall be deemed to have
been given, delivered or sent (i) when it is delivered personally or to the
address recorded in the records or security register of the Corporation; (ii)
when it has been deposited in a post office or post office letter box; or (iii)
when it has been dispatched or delivered for dispatch by means of facsimile,
electronic or other communication facilities.
8.03 RECORD DATE OF NOTICE. The board may fix in advance a record date preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days for the determination of the shareholders entitled to notice of the
meeting, provided that notice of any such record date is given not less than 7
days before such record date in the manner provided in the Act. If no record
date is so fixed, the record date for the determination of the shareholders
entitled to notice of the meeting shall be the close of business on the day
immediately preceding the day on which the notice is given.
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8.04 QUORUM. Two persons present in person and each entitled to vote thereat and
representing either in their own right or by proxy or as the duly authorized
representative of a corporate shareholder 20% of the issued shares of the
Corporation carrying voting rights at such time shall constitute a quorum at any
meeting of shareholders.
8.05 PROXIES. A shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder or one or more alternate proxyholders,
who are not required to be shareholders, to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the power conferred by
the proxy.
8.06 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat and such others
who, although not entitled to vote thereat, are entitled or required to attend
under the articles or the Act. Any other person may be permitted to attend a
meeting of shareholders by the chair of the meeting or with the consent of the
meeting.
8.07 VOTING. Subject to the Act, every matter at a meeting of shareholders shall
be decided by a show of hands unless a ballot is required by the chair or
demanded by any person entitled to vote. Upon a show of hands every person
entitled to vote shall have one vote. After a vote by a show of hands has been
taken the chair may still require or any person entitled to vote may still
demand a ballot thereon. Whenever a vote by show of hands has been taken, unless
a ballot is required or demanded, a declaration by the chair of the meeting that
the vote upon the matter 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 result of the vote.
8.08 ELECTRONIC VOTING. The board may determine, that in combination with other
voting means, any vote of shareholders may also be held, in accordance with any
regulations under the Act, by means of telephonic, electronic or other
communication facility, if the Corporation makes available such a communication
facility.
8.09 VOTES TO GOVERN. Unless otherwise required by the Act or the articles,
every matter at a meeting of shareholders shall be decided by a majority of the
votes cast on the matter. In the event of an equality of votes on any matter at
a meeting of shareholders either upon a show of hands or upon a ballot, the
chair of the meeting shall be entitled to a casting or second vote.
8.10 BALLOTS. If a ballot is required by the chair of the meeting or demanded by
any person entitled to vote, a ballot upon the matter shall be taken in such
manner as the chair of the meeting shall direct.
8.11 SCRUTINEERS. At any meeting of the shareholders, one or more persons, who
may be shareholders, may be appointed to serve as scrutineers at the meeting
either by a resolution of the meeting or by the chair.
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SECTION NINE
NOTICES
9.01 GIVING OF NOTICE. Any notice or other document to be given or sent by the
Corporation to a shareholder, director or officer or to the auditor of the
Corporation or any other person may be given or sent by prepaid mail, facsimile,
or by any electronic or other communication facility, or may be delivered
personally to, the person to whom it is to be given or sent at the person's
latest address as shown in the records of the Corporation or its transfer agent
or in any notice filed in accordance with the provisions of the Act. The board
may establish, by resolution, procedures to give, deliver or send a notice or
other document to the shareholders, directors, the auditor or other persons by
any means permitted under the laws governing the Corporation or pursuant to the
articles or by-laws of the Corporation. The accidental omission to give notice
to any shareholder, director or officer or to the auditor or other persons or
the non-receipt of any notice or any error in a notice not affecting the
substance thereof shall not invalidate any action taken at any meeting called by
such notice or otherwise founded thereon. Any notice with respect to any shares
registered in more than one name may, if more than one address appears on the
books of the Corporation in respect of such joint holding, be given the joint
shareholders at any such address.
SECTION TEN
DIVIDENDS AND OTHER RIGHTS
10.01 DIVIDENDS. Subject to 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.
10.02 RECORD DATE FOR DIVIDENDS AND OTHER RIGHTS. For the purpose of determining
the person entitled to receive payment of any dividend or for any other purpose
except the right to receive notice of or to vote at a meeting of shareholders,
the board may fix in advance a date preceding the date for the particular action
by not more than 60 days for the determination of such persons. Notice of such
date shall be given not less than 7 days prior to such date:
(i) by advertisement in a newspaper distributed in the place where the
Corporation has its registered office and in each place in Canada
where it has a transfer agent or where a transfer of its shares may be
recorded; and
(ii) by written notice to each stock exchange in Canada on which the shares
of the Corporation are listed for trading.
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SECTION ELEVEN
GENERAL
11.01 FINANCIAL YEAR. The financial year of the Corporation shall end on the
31st day of December unless and until changed by the board.
11.02 CORPORATE SEAL. The corporate seal shall bear the name of the Corporation
and may bear such insignia as may be approved from time to time by the board.
11.03 EXECUTION OF INSTRUMENTS. Contracts, documents or other instruments
requiring execution by the Corporation may be signed by one of the chair, vice
chair, if any, the chief executive officer, the president or any vice president,
together with any one of the foregoing or with the corporate secretary or an
assistant corporate secretary, assistant controller or assistant treasurer. The
board may appoint any other person or persons to sign instruments generally or
specific instruments. In the absence of any specific board authority, the chief
executive officer, as to any instruments pertaining solely to a division,
business unit or sub-unit, may designate any two divisional or business unit
officers or employees to execute instruments, either generally or specifically,
on behalf of such division or business unit.
11.04 GRANT OF POWERS OF ATTORNEY. The chief executive officer or the president
together with an executive or senior vice-president may grant a power of
attorney appointing one or more persons as attorneys for the Corporation with
general, specific or continuing power to act on behalf of the Corporation
outside of Canada.
11.05 BANKING. The bank accounts of the Corporation shall be kept with such
banks or trust companies as the board may from time to time determine. The board
may appoint any person or persons as authorized signatories on any such bank
accounts as it may from time to time determine.
SECTION TWELVE
DIVISIONS AND BUSINESS UNITS
12.01 CREATION AND CONSOLIDATION OF DIVISIONS AND BUSINESS UNITS. 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 or business units upon
such basis, including without limitation, character or type of operation,
geographical territory, product manufactured or service rendered, as the Board
may consider appropriate in each case. The Board may also cause the business and
operations of any such division or business unit to be further divided into
sub-units and the business and operations of any such divisions, business units
or sub-units to be consolidated upon such basis as the Board may consider
appropriate in each case.
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12.02 NAME OF DIVISION OR BUSINESS UNITS. Any division, business unit or their
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. Any such
contract, cheque or document shall be binding upon the Corporation when signed
in accordance with Section 11.03 as if it had been entered into or signed in the
name of the Corporation.
SECTION THIRTEEN
EFFECTIVE DATE AND REPEAL
13.01 EFFECTIVE DATE. This by-law shall come into force upon the date of the
approval of the by-law by the board.
13.02 REPEAL. The by-laws of the Corporation heretofore enacted are repealed.
The repeal of such by-laws shall be without prejudice to any action taken or
right acquired or obligation incurred thereunder. All directors, officers and
other persons acting under any repealed by-law shall continue to act as if
elected or appointed under the provisions of this by-law. All resolutions with
continuing effect of the board, committees of the board and shareholders shall
continue in effect except to the extent inconsistent with this by-law.
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