<Page>
Exhibit 3.92
RESOLUTIONS OF THE DIRECTORS
OF
SERVICES SECURIVOL INC.
Dated August 6, 1984
We the undersigned, being all the directors of
SERVICES SECURIVOL INC.,
a corporation incorporated under the CANADA BUSINESS CORPORATIONS ACT, do hereby
pass, pursuant to the provisions of section 112 of the CANADA BUSINESS
CORPORATIONS ACT, by unanimous written consent and without calling a meeting,
the following resolutions, which resolutions have the same validity as if they
had been passed at a meeting duly called and held:
CERTIFICATE OF INCORPORATION
BE IT RESOLVED:
That the certificate of incorporation by which the Corporation was
incorporated, as indicated in the articles of incorporation attached thereto,
under the provisions of the CANADA BUSINESS CORPORATIONS ACT, which certificate
is dated August 3, 1984, be and hereby is adopted as the articles of
incorporation of the Corporation, and that the secretary of the Corporation be
and hereby is authorized and instructed to insert such certificate of
incorporation or a copy thereof in the book of minutes of the Corporation.
ENACTMENT OF THE GENERAL BY-LAWS
BE IT RESOLVED:
That the following be and hereby is enacted as the general by-laws
of the Corporation, numbered from 1 to 13 inclusive:
BY-LAW NUMBER 1
INTERPRETATION
Unless the context otherwise requires, the following terms and
expressions, when used in these by-laws of the Corporation, shall have the
following meanings:
<Page>
- 2 -
1.1 "director" means, regardless of his actual title, the holder of
such position, and the terms "directors" and "board of directors" shall include
a sole director;
1.2 "Act" means the CANADA BUSINESS CORPORATIONS ACT (S.C. 1974-75,
ch. 33) and any act that may replace it, as amended from time to time;
1.3 "by-laws" means the general by-laws of the Corporation,
numbered from 1 to 13 inclusive, and any other by-laws of the Corporation in
force from time to time;
1.4 "Corporation" means the corporation incorporated under the name
SERVICES SECURIVOL INC. by certificate of incorporation pursuant to the Act;
1.5 "articles" means the original or amended clauses governing the
incorporation, as well as any amendment, merger, continuation, reorganization,
winding up, re-incorporation or other arrangement of the Corporation.
Subject to the foregoing, the terms and expressions defined in the
Act shall have the same meanings when used in these by-laws.
Words denoting the singular shall also include the plural and vice
versa, and words denoting the masculine gender shall also include the feminine
gender; and words designating a person shall also include corporations,
companies, partnerships and associations.
BY-LAW NO. 2
CORPORATE NAME,
REGISTERED OFFICE AND CORPORATE SEAL
SECTION 1. CORPORATE NAME
The corporate name of the Corporation is as indicated in the
articles.
SECTION 2. REGISTERED OFFICE
The registered office of the Corporation shall be situated in the
place specified in the articles of the Corporation and at the address indicated
in the notice of registered office filed upon incorporation, or at such other
address within the limits of the place specified in the articles as the board of
directors may from time to time determine by resolution.
In addition to its registered office and principal place of
business, the Corporation may establish and maintain such other offices, places
of business,
<Page>
- 3 -
subsidiaries and agencies within or outside Canada as the board of directors may
from time to time decide by resolution.
SECTION 3. CORPORATE SEAL
The seal of the Corporation shall be in circular form and the name
of the Corporation as well as the year it was incorporated shall appear thereon.
The chairman of the board of directors, the president of the
Corporation, any vice-president, the secretary, the treasurer, any assistant
secretary, assistant treasurer or director, or such other officer of the
Corporation as the board of directors may designate and authorize for such
purpose from time to time, shall all and each of them shall be permitted to
affix the seal of the Corporation to any document that may require it.
BY-LAW NO. 3
SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS
The annual meeting of the shareholders of the Corporation shall be
held at such date (not later than fifteen (15) months following the preceding
annual meeting of the shareholders of the Corporation) as the directors may fix
from time to time by resolution.
Annual meetings of the shareholders of the Corporation shall be
held at the registered office of the Corporation or elsewhere in Canada pursuant
to the resolution of the board of directors, or in any other place outside
Canada if all the shareholders of the Corporation entitled to vote thereat
consent thereto.
SECTION 2. SPECIAL MEETINGS
Special meetings of shareholders may be called from time to time
and at any time by the chairman of the board of directors, the president of the
Corporation or the managing director, or by resolution of the board of
directors, and shall be called where required in writing by the holders of not
less than five percent (5%) of the shares issued by the Corporation that carry
the right to vote thereat. Fractions of shares represented by certificates or
scrips in bearer form, if any, shall not be considered as issued and outstanding
for the purposes of determining such percentage. Each such resolution or
requisition shall state the business to be transacted at such future meeting and
each requisition shall be sent to each director and to the registered office of
the Corporation.
<Page>
- 4 -
The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director shall, in the event that
such a resolution is passed or requisition is received, cause the meeting to be
called forthwith by the secretary of the Corporation pursuant to the terms of
such resolution or requisition. If the secretary of the Corporation fails to
call the meeting within twenty-one {21) days following the adoption of the
resolution or receipt of the requisition, any director may call the meeting or
such meeting may be called by any shareholder having signed the requisition in
accordance with and subject to the provisions of the Act.
Special meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in Canada pursuant to the resolution of
the board of directors, or anywhere outside Canada if all the shareholders of
the Corporation entitled to vote thereat consent thereto.
SECTION 3. NOTICE OF MEETINGS
A notice specifying the date, time and place of an annual meeting
and special meeting of the shareholders shall be sent by prepaid mail to each
shareholder entitled to vote at such meeting, at such shareholder's last address
as shown in the registers of the Corporation, and to each director and to the
auditor of the Corporation, not less than twenty-one (21) days and not more than
fifty (50) days before the meeting, and neither the day on which notice is
served or sent (TERMINUS A QUO) nor the day on which the meeting is held
(TERMINUS AD QUEM) shall be counted for the purposes of determining the time for
calling the meeting.
In the case of joint shareholders, notice shall be given to the
shareholder whose name first appears in the registers of the Corporation and
notice so given shall constitute sufficient notice to each of the joint
shareholders.
A shareholder and any other person entitled to attend a meeting of
the shareholders may waive notice of the meeting in any manner before or after
the meeting is held, and the attendance of such shareholder or other person at
the meeting constitutes a waiver of notice, except where he attends for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.
Notice of a meeting of the shareholders at which special business
is to be transacted shall state:
(a) the nature of such business in sufficient detail to permit the
shareholders to form a reasoned judgement thereon; and
(b) the text of any special resolution to be submitted to the
meeting.
All business to be transacted at a special meeting of the
shareholders or at an annual meeting of the shareholders, except for
consideration of the financial
<Page>
- 5 -
statements and auditor's report thereon, the reappointment of the incumbent
auditor and the election of directors, is deemed to be special business.
Simple irregularities in the notice or in the manner in which
notice is given or the accidental omission to give notice of any meeting to a
shareholder or the non-receipt of any notice by a shareholder shall not
invalidate any actions taken at such meeting.
SECTION 4. CHAIRMAN OF THE MEETING
The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, any vice-president who is a member of the board
of directors (such vice-president to be designated by the meeting if more than
one such vice-president is present) shall preside at any meeting of the
shareholders. If the chairman of the board, the president of the Corporation and
such vice-presidents are absent or decline to act, the persons present may
choose one of their number to act as chairman of the meeting. In the case of an
equality of votes, the chairman of a meeting of the shareholders shall have a
second or casting vote in respect of any matter submitted to a vote at the
meeting.
SECTION 5. QUORUM, VOTE AND ADJOURNMENT
The quorum at annual meetings of the shareholders and special
meetings of the shareholders of the Corporation shall be constituted, regardless
of the number of persons actually present, if the holder or holders of not less
than fifty-one percent (51%) of the shares of the share capital of the
Corporation issued and outstanding and carrying the right to vote at such
meeting are present or represented by proxy.
The acts of the holder or holders of a majority of shares
represented and carrying the right to vote at such meeting shall be deemed to be
the acts of all the shareholders, except where the vote or consent of a number
of shares greater than the majority is required by the Act or the articles or
by-laws of the Corporation. Subject to the foregoing, the vote of the holder or
holders of a majority of shares represented at any annual meeting and carrying
the right to vote at such meeting is sufficient to lawfully ratify any prior act
of the board of directors and of the officers of the Corporation.
If no quorum is present at the commencement of a meeting of the
shareholders, the meeting, if called at the requisition of shareholders, shall
be adjourned. In any other case, any persons present in person and entitled to
be counted for the purpose of constituting a quorum may adjourn the meeting to
such date, time and place as they may determine by resolution.
Notice of the adjournment of a meeting to a date less than thirty
{30) days later shall be given by an announcement made at the original meeting.
Notice of a meeting adjourned by one or more adjournments for an
<Page>
- 6 -
aggregate of thirty (30) days or more shall be given in the manner and in the
period set forth under section 3 of this By-law No. Three.
The quorum at the second or adjourned meeting shall consist solely
of such person or persons as are physically present and entitled to vote
thereat.
Any business which could lawfully have been transacted at the
original meeting may be transacted at such second or adjourned meeting.
SECTION 6. RIGHT TO VOTE
Any body corporate or association holding shares in the share
capital of the Corporation carrying the right to vote at any meeting of the
shareholders of the Corporation or at any meeting of a particular category of
shareholders of the Corporation, may act and vote at such meeting through a duly
authorized representative, who need not be a shareholder of the Corporation.
At any meeting of the shareholders, each shareholder who is present
at such meeting and entitled to vote thereat (including the authorized
representative of a body corporate or association who is present in person) is
entitled to one (1) vote on a show of hands and, if voting by secret ballot,
each shareholder present in person or represented by proxy (including the
authorized representative of a body corporate or an association) is entitled to
one (1) vote for each share carrying the right to vote at the meeting and
registered in his name (or in the name of the relevant body corporate or
association) in the registers of the Corporation, unless the articles of the
Corporation prescribe another form of vote, in which case voting shall be
pursuant to such other form.
Any matter submitted to a meeting of the shareholders shall be
decided on a show of hands, unless a secret ballot is demanded pursuant to the
following paragraph.
A shareholder or a proxyholder of a shareholder, including the
authorized representative of a body corporate or an association, may demand a
secret ballot in respect of any matter to be submitted to a vote of the
shareholders.
At a meeting of the shareholders, shareholders entitled to vote,
including a body corporate or an association, may vote by written proxy where
the vote is held by secret ballot. The same principle applies to the authorized
representative of a body corporate or an association if he is duly authorized to
do so by such body corporate or association.
In the case of joint shareholders, the vote of the most senior of
such joint shareholders, either in person or by proxy, shall be accepted to the
exclusion of the vote of any other joint holder of the same shares and, for the
purposes of this paragraph, "most senior of such joint shareholders" shall mean
the holder whose name first appears in the registers of the Corporation.
<Page>
- 7 -
SECTION 7. PROXY AND SOLICITATION OF PROXIES
Any shareholder entitled to vote at a meeting of the shareholders
may, by proxy, appoint a proxyholder and several alternate proxyholders, who
need not be shareholders, for the purpose of attending such meeting and acting
thereat within the limits prescribed by the proxy.
The instrument appointing a proxyholder shall be in writing and
executed by the shareholder or his agent authorized in writing or, if the
shareholder is a body corporate, either under its seal and by an officer thereof
or by an agent duly authorized. A proxy is valid only at the meeting in respect
of which it is given or any adjournment thereof.
A shareholder may revoke a proxy by tendering a written instrument
signed by him or by his agent authorized in writing, at the registered office of
the Corporation until the last business day inclusive preceding the relevant
meeting, or at the adjournment thereof, or by delivering the same to the
chairman of the meeting upon the commencement of the meeting or the adjournment
thereof.
The directors may, in the notice of meeting, specify a closing date
for the tender of proxies to the Corporation or to the agent thereof, which
closing date shall not precede the commencement of the meeting or the
adjournment thereof by more than forty-eight (48) hours, not including Saturdays
and holidays.
If the Corporation has fifteen (15) or more shareholders, counting
joint shareholders as single shareholders, the management, when giving notice of
any meeting of the shareholders, shall send a proxy form and management proxy
circular in the form prescribed by the Act, to the auditor of the Corporation,
to the relevant shareholders and to the Director under the Act.
Subject to the provisions of the Act regarding the solicitation of
proxies, an instrument appointing a proxyholder may be in the form set out
below, but shall provide only for the appointment of the proxyholder and, if
applicable, the revocation of a prior instrument appointing a proxyholder:
PROXY
TO ALL WHO SHALL SEE THESE PRESENTS,
I the undersigned, ______________ of ______________, being the registered holder
of ______________ (__________) shares issued and outstanding of the share
capital of
SERVICES SECURIVOL INC.
do hereby appoint ______________, of ______________, or failing him,
______________ of ______________, as the proxyholder of the undersigned, to
attend
<Page>
- 8 -
and vote to the extent of the number of votes to which I am now entitled or may
be entitled, and otherwise to act for and on behalf of the undersigned and in
his stead at the (special or annual) meeting of the shareholders of the
Corporation, to be held at ______________, Province of Quebec, Canada, on the
_______ day of ____________ 19__ at _____ a.m. / p.m. and at any adjournment or
adjournments thereof, as fully as the undersigned would or could do if the
undersigned were present in person, with full power of substitution and
revocation, for the purpose of ______________ and (if applicable) I hereby
revoke any prior proxy given to ______________ on the _______ day of
____________ 19__.
And I hereby approve, ratify and confirm any action that my
proxyholder or alternate proxyholder may legally take or cause to be taken, for
and on my behalf and in my stead hereunder.
MADE AND SIGNED IN THE CITY OF ______________, Province of ______________,
Canada, on this the _______ day of ____________ 19__.
IN THE PRESENCE OF:
- ------------------------ ------------------------
Witness Shareholder
SECTION 8. SCRUTINEERS
The chairman of a meeting of the shareholders may appoint one (1)
or more persons (who need not be shareholders) to act as scrutineer or
scrutineers at such meeting.
SECTION 9. SHAREHOLDER ADDRESSES
Every shareholder shall provide the Corporation with an address to
which or at which notices intended for such shareholder may be sent or served,
failing which, notices may be sent to such shareholder at any address then
appearing in the registers of the Corporation. If no address appears in the
registers of the Corporation, notices shall be sent to such address as the
sender of the notice considers the most likely to reach the intended recipient
as soon as possible.
SECTION 10. PURPOSES OF MEETING
Annual meetings of the shareholders shall be called for the
following purposes:
(a) opening the meeting;
<Page>
- 9 -
(b) reading the notice of meeting, if any, and determining that it
has been duly given or waived;
(c) determining that a quorum exists;
(d) reading the minutes of the last annual meeting and any special
meetings of the shareholders held thereafter, and approving the
same, if applicable;
(e) presenting the directors' annual report, if any;
(f) presenting the balance sheet, statement of retained earnings,
statement of income and expenses and statement of changes in
financial position;
(g) discussing the auditor's report, if any, and the financial
statements and approving the same, if applicable;
(h) electing the directors;
(i) appointing the auditor and determining his remuneration;
(j) approving, ratifying, and confirming the enactment, repeal or
amendment of the by-laws, if any, to the extent that reference
thereto was made in the notice of meeting;
(k) approving, ratifying, and confirming the acts, decisions and
resolutions of the directors and/or officers since the last annual
general meeting, to the extent that reference thereto was made in
the notice of meeting;
(l) any other matters, provided that reference thereto was made in
the notice of meeting; and
(m) adjourning the meeting.
SECTION 11. RESOLUTIONS
All proposals or resolutions of the shareholders shall be adopted
at meetings duly called. However, except where calling shareholders to a meeting
is required by the Act, the signature of all the shareholders of the Corporation
entitled to vote, on any document (which may be signed in counterparts)
constituting a proposal or resolution which could be passed by the shareholders,
shall confer upon such proposal or resolution the same value and effect as if it
had been passed by the shareholders entitled
<Page>
- 10 -
to vote on such resolution at a meeting duly called and held for such purpose.
SECTION 12. MEETING OF SOLE SHAREHOLDER
If the Corporation has only one shareholder or only one holder of a
category or series of shares, meetings may be held by such shareholder or his
proxyholder.
BY-LAW NO. 4
BOARD OF DIRECTORS
SECTION 1. NUMBER OF DIRECTORS
The board of directors of the Corporation is comprised of such
fixed number or minimum and maximum number of directors as is indicated in the
articles of the Corporation, the exact number of directors in the latter case
being that number fixed from time to time by resolution of the board of
directors.
SECTION 2. CAPACITY AND TERM OF OFFICE
Unless otherwise provided hereunder, each director shall be elected
by a majority of votes cast at the annual meeting of the shareholders. The vote
to elect the directors of the Corporation need not be by secret ballot, unless a
person present and entitled to vote at the meeting where such election takes
place demands that a ballot vote be held. Each director so elected shall remain
in office until his successor is elected, unless such director resigns or is
unable to act, either as a result of death or removal or for any other cause.
The position of director shall become vacant automatically upon the
occurrence of any of the following events:
a) if he becomes bankrupt or makes an authorized assignment of his
assets for the benefit of his creditors in general, or becomes
insolvent; or
b) if he is declared incompetent or is feeble-minded or is declared
insane.
The board of directors of the Corporation shall be comprised of a
majority of Canadian residents.
<Page>
- 11 -
SECTION 3. GENERAL POWERS OF DIRECTORS
The directors of the Corporation shall manage the business and
internal affairs of the Corporation and may enter into all manner of agreements
permitted by law on behalf of the Corporation and, except as otherwise provided
below, may generally exercise such other powers and do such other things as the
Corporation is authorized to exercise or do under its articles or on any other
basis.
Without limiting in any way the generality of the foregoing, the
directors are expressly authorized, at any time, to purchase, rent or otherwise
acquire, alienate, sell, exchange or otherwise dispose of the shares,
securities, rights, securities in bearer form, options and other assets, land,
buildings or other movable or immovable, real or personal or mixed, tangible or
intangible property as well as any rights and interests therein, at such price
and upon such terms and conditions as they see fit.
Any action taken at a meeting of directors or by any person acting
as director shall be as valid as if the directors or such other person, as the
case may be, had been duly elected and authorized to act as directors of the
Corporation, so long as no successor has been duly elected or appointed, even if
the election of the directors or of such other person acting as director is
subsequently revealed to have been defective, or that one or more directors were
not authorized to act.
SECTION 4. POWER TO ALLOT SHARES AND GRANT OPTIONS
The shares of the Corporation are at all times under the control of
the directors who, subject to the Act and the articles of the Corporation, may,
from time to time, by resolution, accept subscriptions for, allot, distribute
and issue, in whole or in part, unissued shares of the Corporation, or otherwise
dispose thereof in any way or manner whatsoever and grant options thereon, to
such directors, persons, firms, companies or corporations, and upon such terms
and conditions, and for such consideration (in accordance with the Act or the
articles of the Corporation) and at such time as they may prescribe in the
resolution relating thereto.
SECTION 5. POWER TO DECLARE DIVIDENDS
The directors may, from time to time, subject to the Act, declare
and pay such dividends as they see fit, out of the funds available for such
purpose, to the shareholders according to their respective rights and interest
in the Corporation.
Before declaring a dividend or making any distribution of profits,
the directors may set aside, out of the profits of the Corporation, such amounts
as they deem appropriate as a reserve or reserves to be used for any purpose for
which the profits of the Corporation may lawfully be used.
<Page>
- 12 -
The directors may, by resolution, stipulate that the amount of any
dividend that may lawfully be declared by them be paid, in whole or in part, in
shares of the share capital of the Corporation, and, for such purpose, may
authorize the allotment, distribution and issuance of shares of the share
capital of the Corporation as fully paid-up shares.
A dividend may be paid by cheque or money order made payable to the
shareholder or other person entitled thereto, and mailed to such shareholder's
or other person's last address as it appears in the registers of the Corporation
or, in the case of joint shareholders, to such joint shareholder whose name
first appears in the registers of the Corporation, and the sending of such a
cheque or money order shall constitute payment thereof, unless the cheque or
money order is not paid upon presentation.
SECTION 6. DATE OF MEETINGS AND NOTICE
A meeting, called "annual meeting", of the new directors then
present shall be held immediately following the first meeting of the
shareholders and, subsequently, immediately following each annual meeting of the
shareholders, without the requirement to give notice thereof, on the condition
that such directors constitute a quorum, for the purpose of appointing the
officers of the Corporation and transacting such other business as may arise.
Regular meetings of the board of directors may be held anywhere
within or outside Canada, at such date and time and upon such notice, if any, as
the board of directors may, from time to time, determine by resolution. A copy
of the resolution of the board of directors fixing the date and place of such
regular meetings shall be sent to each director immediately after the adoption
thereof, but no other notice shall be required for a regular meeting, except
where the Act requires that the purpose of the meeting and the business to be
transacted thereat be specified.
Any meeting of the board of directors that has not been called in
accordance with the preceding provisions of this section is a special meeting.
Special meetings of the board of directors may be called at any
time by the chairman of the board, the president of the Corporation, the
managing director or two (2) directors. A notice specifying the date, time and
place of such meeting shall be served upon each director or left at his place of
residence or regular place of business or sent by prepaid mail, telegram or
cablegram to his address as it appears in the registers of the Corporation, not
less than forty-eight (48) hours before the meeting. If the address of a
director does not appear in the registers of the Corporation, the notice shall
be mailed to such address as the sender thereof considers the most likely to
reach the relevant director promptly. A special meeting so called may be held at
the registered office of the Corporation or in such other place within or
outside Canada as is approved by resolution of the directors.
<Page>
- 13 -
Whenever the chairman of the board, the president of the
Corporation or the managing director considers, at his discretion, that an
urgent meeting of the directors must be called, he may give notice thereof in
writing or verbally, by telegram, telephone or otherwise, not less than one (1)
hour before the meeting, and such notice shall be valid for the purposes of the
meeting called in such circumstances.
Special meetings of the board of directors may be held at any time,
date and place and for any purpose, without notice, when all directors are
present or when such directors as are absent have waived notice of such meeting
in writing. A director may waive notice of any meeting before or after the
meeting is held, and attendance by a director at a meeting of directors shall
constitute a waiver of notice, except where such director attends for the
express purpose of objecting to the transaction of business on the grounds that
the meeting is not lawfully called.
A director may, with the consent of all the directors, participate
in a meeting of the board of directors or of a committee of the board, by such
technical means, including by telephone, as permit all the participants to
communicate orally with one another, and a director participating in a meeting
by such means shall be deemed to be present at that meeting.
SECTION 7. CHAIRMAN OF THE MEETING
The chairman of the board or, in his absence, the president of the
Corporation or, in his absence, the managing director or, in his absence, any
vice-president who is a member of the board of directors (such vice-president to
be designated by the meeting if more than one such vice-president is present)
shall preside at the meeting of directors. If the chairman of the board, the
president of the Corporation, the managing director or such vice-presidents are
absent or decline to act, the persons present may choose one of their number to
act as chairman of the meeting. The chairman of a meeting of the board of
directors is entitled to vote as a director on any matter submitted to the vote
at the meeting, but shall not have a second or casting vote in the case of an
equality of votes.
SECTION 8. QUORUM
Subject to Act, the directors may, from time to time, by
resolution, fix the quorum for the meetings of the board of directors, but,
until such time as a quorum has been fixed, a majority of directors in office
from time to time shall constitute a quorum.
A meeting of the board of directors at which there is a quorum,
provided that such quorum consists of a majority of Canadian residents, is
authorized to exercise any and all mandates, powers and discretions attributed
to or recognized as belonging to the directors under the Act, the articles or
the by-laws of the Corporation, notwithstanding any vacancy on the board.
<Page>
- 14 -
Notwithstanding the foregoing, directors may transact business even
in the absence of a majority of Canadian residents:
(a) if a Canadian resident who is among the directors absent
approves the transactions in writing, by telephone or by any other
means of communications, and
(b) if the presence of such director would have caused the required
majority to be constituted.
The questions raised at any meeting of the directors are resolved
by the affirmative vote of a majority of directors present.
SECTION 9. REMOVAL OF DIRECTORS
A director may be removed with or without cause by ordinary
resolution passed at a special meeting of the shareholders called for such
purpose, and may be replaced by another duly qualified person elected by
resolution passed at that same meeting. The person so elected shall remain in
office only for such time as remains in the term of the director being replaced.
SECTION 10. VACANCIES AND ADDITIONAL DIRECTORS
Except for a vacancy resulting from the failure to elect the fixed
number or minimum number of directors required by the articles of the
Corporation or from an increase in such number, the directors then in office,
provided they form a quorum, may fill the vacancies on the board. Any director
so elected shall, subject to the provisions of section 9 of this by-law, remain
in office for the remainder of his predecessor's term and may then be
re-elected, provided that at no time shall the board of directors exceed the
legally fixed number of directors.
If the directors then in office do not form a quorum or if the
vacancy is the result of the failure to elect the fixed number or minimum number
of directors required by the articles of the Corporation or the result of an
increase in such number, the directors in office shall then call a special
meeting of the shareholders for the purpose of filling such vacancy. If the
directors fail to call a special meeting of the shareholders or if no director
is then in office, any shareholder of the Corporation may call such a meeting.
A director may tender his resignation in writing at any meeting of
directors and the other directors may, at the same meeting, accept such
resignation and immediately fill the vacancy thereby created.
SECTION 11. REMUNERATION OF THE DIRECTORS
Each director shall receive such remuneration as the board of
directors may determine from time to time by resolution.
<Page>
- 15 -
The directors have the right to be reimbursed by the Corporation
for any reasonable travel expenses (including hotel costs and incidental
expenses) that they may incur to attend meetings of the directors or meetings of
the shareholders or that they may otherwise incur in the ordinary course of
business of the Corporation.
Any director who performs special services for the Corporation upon
demand may receive such additional remuneration as the directors may determine.
SECTION 12. BY-LAWS AND RESOLUTIONS
All by-laws and resolutions of the directors shall be passed at
meetings that have been duly called. However, the signature of all the directors
of the Corporation appearing at the bottom of any document (which may be
executed in counterparts) constituting a by-law or a resolution which could be
passed by the directors at a meeting shall confer upon such by-law or resolution
the same value and effect as if such by-law or resolution had been passed by the
directors at a meeting duly called and held.
SECTION 13. SOLE DIRECTOR
Where the Corporation has only one director, such director may
lawfully hold meetings.
BY-LAW NO. 5
COMMITTEES
SECTION 1.. COMMITTEE OF DIRECTORS
The directors of the Corporation may appoint, from among their
number, a committee of directors, however designated, and delegate to such
committee any of the powers vested in them, except for such powers as a
committee of directors may not exercise under the Act. The members of such
committee shall be a majority of Canadian residents.
SECTION 2. OPERATING PROCEDURE
Subject to the provisions of the last paragraph of section 6 of
By-law No. 4, the powers of the committee of directors may be exercised by a
meeting at which a quorum is present or by a written resolution signed by all
the members of the committee who would have been entitled to vote on such
resolution at a meeting of the committee. The meetings of the committee may be
held anywhere within or outside Canada.
<Page>
- 16 -
SECTION 3. ADVISORY COMMITTEES
The directors of the Corporation may, from time to time, appoint
such other committees as they deem appropriate, provided that such other
committees shall be advisory only.
SECTION 4. PROCEDURE
Unless otherwise decided by the directors, each committee has the
power to fix its quorum to any number, provided that it shall not be less than a
majority of its members, and to elect its chairman and determine its procedure.
BY-LAW NO. 6
OFFICERS
SECTION 1. MANAGEMENT
The management of the Corporation is comprised of a president and,
if deemed advisable, one or more vice-presidents (one of whom may be appointed
executive vice-president), a treasurer and a secretary. The chairman of the
board, one or more other vice-presidents, one or more assistant secretaries or
assistant treasurers or a managing director may also be appointed members of
management.
Such officers shall be appointed by the board of directors at its
first meeting following the first meeting of the shareholders and, subsequently,
at the first meeting of the board of directors following each annual meeting of
the shareholders, and such officers of the Corporation shall remain in office
until such time as their successors have been chosen and appointed to replace
them. Other officers may also be appointed where the board of directors deems it
necessary from time to time.
In addition to the duties set forth in the by-laws, such officers
shall duly perform such other duties as the board of directors may prescribe
from time to time. One person may hold more than one (1) position. The officers
of the Corporation need not be shareholders or directors of the Corporation,
with the exception of the chairman of the board, the president of the
Corporation and the managing director.
SECTION 2. CHAIRMAN OF THE BOARD
The chairman of the board is chosen from among the directors. The
chairman of the board shall preside at all the meetings of the shareholders and
all meetings of the board of directors, and shall have such other powers and
duties as the board of directors may, from time to time, assign to him by
resolution, subject to the Act.
<Page>
- 17 -
SECTION 3. PRESIDENT OF THE CORPORATION
The president of the Corporation is chosen from among the
directors. In the absence of the chairman of the board, the president of the
Corporation shall preside at all meetings of the shareholders and meetings of
the board of directors. The president of the Corporation is the principal
officer of the Corporation and, if no managing director is appointed, he shall
exercise general control and supervision of the business of the Corporation. He
shall have such other powers and duties as the board of directors may, from time
to time, assign to him by resolution, subject to the Act.
SECTION 4 VICE-PRESIDENT OR VICE-PRESIDENTS
The vice-president or vice-presidents, whether or not they are
chosen from among the directors, shall have such powers and exercise such
functions as the board of directors may, from time to time, assign to them by
resolution. In the event of the absence or incapacity of the chairman of the
board, the president of the Corporation and the managing director, the
vice-president appointed to the position of executive vice-president or any
other vice-president designated by the chairman of the board, the president of
the Corporation or the managing director, may exercise the powers and functions
of chairman of the board, president of the Corporation and managing director,
and where such vice-president exercises any of the powers or functions of the
chairman of the board, the president of the Corporation or the managing
director, the absence or incapacity of the chairman of the board, the president
of the Corporation or the managing director, as the case may be, shall be
presumed.
SECTION 5. TREASURER AND ASSISTANT TREASURERS
The finances of the Corporation are under the express supervision
of the treasurer. The treasurer deposits the monies and other assets of the
Corporation on behalf and to the account of the Corporation, with such banks,
trust companies or other depositaries as the board of directors may designate
from time to time by resolution. Upon request by the board of directors, the
treasurer shall render account to the board of directors in respect of the
financial situation of the Corporation and all transactions effected by him in
his capacity as treasurer and, as soon as possible after the end of each fiscal
year, the treasurer shall prepare a report on the fiscal year just ended and
submit the same to the board of directors. The treasurer is responsible for the
custody, filing and keeping of all books and records and other documents which,
pursuant to the laws governing the Corporation, shall be held by the
Corporation. The treasurer shall perform all other duties specific to his
function as treasurer, as well as such other duties as the board of directors
may assign to him from time to time by resolution, subject to the supervision of
the board of directors and subject to the Act.
Assistant treasurers may exercise such functions of the treasurer
as the board of directors or the treasurer himself may assign to them from time
to time, subject to the Act.
<Page>
- 18 -
SECTION 6. SECRETARY AND ASSISTANT SECRETARIES
The secretary shall give and cause to be served all the notices of
the Corporation and shall draft and keep the minutes of all meetings of the
shareholders and meetings of the board of directors and committees of directors,
in one or more registers intended for such purpose. The secretary is responsible
for the safekeeping of the corporate seal of the Corporation. He is responsible
for the registers of the Corporation, including the registers in which are
entered the names and addresses of the shareholders and members of the board of
directors, along with copies of all reports prepared by the Corporation and such
other books and documents as the board of directors may order or assign. The
secretary is responsible for the safekeeping and production of all books,
reports, certificates and other documents, the safekeeping and production of
which is required by the Act. He shall fulfil all other duties relating to his
functions, as well as such other duties as the board of directors may assign to
him from time to time, by resolution, subject to the Act.
Assistant Secretaries may perform such duties of the secretary as
the board of directors or the secretary himself may assign from time to time,
subject to the Act.
SECTION 7. SECRETARY-TREASURER
Where the secretary also performs the duties of the treasurer, he
may, at the discretion of the board of directors, be designated as "secretary
treasurer".
SECTION 8. MANAGING DIRECTOR
The directors may, from time to time, appoint a managing director
from among their number, provided that such managing director is a Canadian
resident. The managing director shall manage the business and internal affairs
of the Corporation under the supervision of the board of directors, and shall
exercise such powers as the board of directors may generally or specifically
delegate to him from time to time by resolution, subject to the Act.
SECTION 9. REMOVAL
The board of directors may, by resolution, remove and dismiss any
officer or employee of the Corporation or any member of management, with or
without cause, at a meeting called for such purpose, and elect or appoint
another in his stead. Any officer or employee of the Corporation who is not a
member of management or of the board of directors may also be removed and
dismissed, with or without cause, by the chairman of the board, the president of
the Corporation, any vice-president or the managing director. However, if
removal or dismissal is without cause and there is a specific contract
overriding the provisions of this section, removal shall be in accordance with
the provisions of such contract.
<Page>
- 19 -
SECTION 10. REMUNERATION
The remuneration of all the members of the management of the
Corporation and the other officers of the Corporation shall be determined from
time to time by resolution of the board of directors.
BY-LAW NO. 7
SECURITIES
SECTION 1. SECURITIES CERTIFICATES
Certificates representing the securities of the Corporation shall
be in a form approved by the board of directors. Such certificates shall be
signed by the president of the Corporation or any vice-president and the
secretary or assistant secretary of the Corporation, provided that the signature
of the president of the Corporation or any vice-president may also be engraved,
lithographed or mechanically reproduced in any other way on the certificates
and, if the Corporation has appointed a transfer agent, the signature of the
secretary or assistant secretary may also be engraved, lithographed or
mechanically reproduced in any other manner on the certificates. All
certificates so signed are deemed to have been signed by hand by such officers
and are, for all intents and purposes, as valid as if they had been signed by
hand, even where the persons whose signatures are reproduced in this manner have
ceased to be officers of the Corporation upon the issuance of the certificates
or at the date inscribed thereon.
As regards securities in bearer form, if any, reference is made to
any by-law adopted from time to time in regard thereto.
SECTION 2. SECURITIES REGISTERS
A central securities register shall be maintained at the registered
office of the Corporation or any other place in Canada designated by the
directors, and one or more local securities registers may be maintained within
or outside Canada, at such place as the directors may designate from time to
time by resolution. Such central securities register and local securities
registers shall be kept by the secretary or such other officer as may
specifically be tasked therewith or such other agent as the board of directors
may appoint for such purpose by resolution, if required.
Subject to the provisions of any by-law that may be passed
regarding the issuance of securities in bearer form, the names, in alphabetical
order, and the last known address of persons who hold or have held securities
issued by the Corporation, the number of securities held by each of them, and
the date and conditions of issuance and transfer of each security, shall be
entered into the central securities register. A local securities register shall
contain only such details as relate to securities issued or
<Page>
- 20 -
transferred locally; the terms and conditions of each issuance or transfer of a
security registered in a local securities register shall also be entered in the
central securities register.
Subject to the aforementioned by-law, any reference to the issuance
or transfer of a security of the Corporation in any of the registers shall
constitute a full and valid registration thereof. All securities of the
Corporation are, subject to such by-law, transferable in the central securities
register or in a local securities register, regardless where the certificate
representing the securities being transferred was issued.
Such registers shall be open to inspection by shareholders and
creditors of the Corporation and their agents and legal representatives during
normal business hours, every day except Sundays and statutory holidays, at such
place or places as the directors have authorized such registers to be kept
respectively, in accordance with the provisions of this by-law, and each such
shareholder or creditor of the Corporation or their agents and legal
representatives may take extracts thereof without charge.
Subject to the provisions of any by-law regarding the issuance of
securities in bearer form, a transfer of the securities of the Corporation shall
not be valid and shall not be entered on the central securities register or a
local securities register unless the certificates representing the securities
being transferred have been tendered or cancelled.
SECTION 3. RECORD DATE
The board of directors may, from time to time and at any time, fix
in advance a date as the record date for the determination of the shareholders
entitled to receive notice of a meeting of the shareholders, but such record
date shall not precede by more than fifty (50) days or by less than twenty-one
(21) days the date on which the meeting is held.
The board of directors may also, from time to time and at any time,
within the fifty (50) days preceding the relevant procedure, fix in advance a
final registration date as the record date for the determination of the
shareholders entitled:
a) to receive dividends;
b) to share in the distribution resulting from liquidation; or
c) for any other purpose, except as regards the right to receive
notice of a meeting or vote thereat.
A notice of any record date so selected shall be given not later
than seven (7) days prior to such record date, by publication in a newspaper
published or distributed at the place where the registered office of the
Corporation is situated, and at every place in Canada where the Corporation has
a transfer agent or at which a transfer of
<Page>
- 21 -
its shares may be registered, and in writing to each Canadian stock exchange
where the Corporation's shares are listed, as the case may be.
Only such shareholders whose names appear in the register on the
record date fixed as aforesaid may exercise the rights referred to above,
provided that, if a shareholder has not received a notice of meeting, such
shareholder is not precluded from exercising his right to vote at such meeting.
SECTION 4. REGISTRARS AND TRANSFER AGENTS
The board of directors may, from time to time, by resolution,
appoint or replace the registrars and transfer agents for the securities of the
Corporation and generally make by-laws governing the transfer of the securities
of the Corporation. All securities certificates of the Corporation issued after
such appointment shall be countersigned by one of such registrars or transfer
agents, failing which, they shall be null and void.
SECTION 5. LOST, DESTROYED OR DEFACED CERTIFICATES
The board of directors shall order that a new certificate for the
securities of the Corporation be issued to replace any certificate previously
issued by the Corporation which has been defaced, lost, destroyed or stolen if
the owner:
a) so requires before being notified of the acquisition of such
security by a good faith purchaser;
b) provides the Corporation with a sufficient guarantee; and
c) meets any other reasonable requirement prescribed by the
Corporation.
SECTION 6. RESTRICTIONS ON SECURITIES AND SHAREHOLDERS
The securities and shareholders of the Corporation are subject to
such restrictions, if any, as are or may be set forth in respect thereof in the
articles of the Corporation.
BY-LAW NO. 8
FISCAL YEAR, ACCOUNTS AND AUDIT
SECTION 1. FISCAL YEAR
The fiscal year of the Corporation shall end on May 31st of each
year.
<Page>
- 22 -
SECTION 2. ACCOUNTS
The directors shall cause proper books of accounts to be kept in
respect of all monies received and expended by the Corporation, the purposes for
which such amounts are received and expended, all sales and purchases of
property by the Corporation, all assets and liabilities of the Corporation and
all other transactions relating to the financial situation of the Corporation.
The books of accounts shall be kept at the registered office of the
Corporation or at such other place as the directors deem appropriate and such
books of accounts may be examined by the directors at all reasonable times.
If the books of accounts of the Corporation are kept outside
Canada, then sufficient accounting records shall be kept at the registered
office or in another office in Canada to permit the directors to verify the
financial situation of the Corporation on a quarterly basis and with
sufficiently reasonable accuracy.
SECTION 3. AUDIT
The appointment, rights and duties of the auditor or auditors of
the Corporation are governed by the Act. The books and records of the
Corporation shall be examined not less often than once every fiscal year and the
accuracy of the statements of income and expenses and balance sheet shall be
certified by such auditors or auditors.
BY-LAW NO. 9
CONTRACTS, CHEQUES, BANK DRAFTS AND ACCOUNTS
SECTION 1. CONTRACTS
All deeds, documents, transfers, contracts, undertakings,
obligations, debentures and other instruments to be signed by the Corporation
shall be signed by the chairman of the board or the president of the Corporation
or a vice-president or the managing director, or by a director and countersigned
by the secretary or treasurer or an assistant secretary or assistant treasurer
or another director of the Corporation. The board of directors may, from time to
time, by resolution, authorize other persons to sign on behalf of the
Corporation. Such authority may be general or limited to a specific case. Except
as aforesaid or as otherwise provided in the by-laws of the Corporation, no
director, officer, representative or employee of the Corporation has the power
or the authority to bind the Corporation by contract or otherwise, or to borrow
funds on the credit of the Corporation.
<Page>
- 23 -
Subject to the Act, the Corporation may enter into a contract or
transact business with one or more directors or officers of the Corporation, or
with any firm of which one or more of the directors or officers of the
Corporation are members or employees, or with any other company or corporation
of which one or more directors or officers of the Corporation are shareholders,
directors, officers or employees.
Any director or officer of the Corporation who is a party to a
material contract or proposed contract with the Corporation or who is a director
or officer of a body corporate that is a party to a material contract or
proposed contract or who has material interests in such a body corporate shall
disclose in writing to the Corporation or require that be entered into the
minutes of the meetings of directors the nature and scope of his interests, at
the time and in the manner provided under the Act, and such director shall
abstain from voting on any resolution involving the approval of the contract,
except as provided under the Act.
SECTION 2. CHEQUES AND BANK DRAFTS
All cheques, bills of exchange and other money orders, promissory
notes or debt instruments issued, accepted or endorsed on behalf of the
Corporation shall be signed by a director, officer or representative or by
directors, officers or representatives of the Corporation in such manner as the
board of directors shall determine from time to time by resolution. Any
director, officer or representative of the Corporation acting alone may endorse
promissory notes and bank drafts to be collected for the account of the
Corporation through its bankers, and may endorse promissory notes and cheques
for deposit in the bank of the Corporation to the account of the Corporation.
Such commercial papers may also be endorsed "for collection" or "for deposit" at
the Corporation's bank by using the stamp of the Corporation intended for this
purpose. Any director, officer or representative appointed for this purpose may
arrange, settle, verify and certify all books, records and accounts between the
Corporation and its bankers, and may receive all cancelled cheques and vouchers
and sign all verification forms, release forms and bank checklists.
SECTION 3. DEPOSITS
The funds of the Corporation may, from time to time, be deposited
to the account of the Corporation in such banks or trust companies as the board
of directors may approve from time to time by resolution.
SECTION 4. CUSTODY OF SECURITIES
The securities of the Corporation shall be lodged with one or more
bankers, trust companies or other financial institutions in Canada, the United
States of America or such other places as are designated by the board of
directors. All securities so lodged shall be withdrawn from time to time but
only by written order of the Corporation, signed by such director, officer or
representative or by such directors, officers or representatives and in such
manner as the board of directors shall determine from time to
<Page>
- 24 -
time by resolution. Such authority may be general or limited to a particular
case. Any financial institution so selected as custodian by the board of
directors is entirely protected when acting in accordance with the instructions
of the board of directors and shall in no way be responsible for the manner in
which securities so removed from custody, or the proceeds thereof, are disposed
of.
BY-LAW NO. 10
DECLARATIONS
The chairman of the board, the president of the Corporation, any
vice-president, the treasurer, the secretary, the secretary-treasurer, any
assistant treasurer, any assistant secretary, the managing director, the
accountant, any assistant accountant or chief clerk, or any other officer or
person designated for this purpose by the president of the Corporation or by a
vice-president are, collectively or individually, authorized and empowered to
appear and make answer for the Corporation and on its behalf to all writs,
orders and interrogatories upon articulated facts issued out of any court and to
declare, for and on behalf of the Corporation, any answer to writs of attachment
by way of garnishment in which the Corporation is garnishee, and to make all
affidavits and sworn declarations in connection therewith or in connection with
any or 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 meeting of creditors of
any of the Corporation's debtors and grant proxies in connection therewith.
BY-LAW NO. 11
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subject to the limitations provided under the Act, the Corporation
shall, from time to time and at any time, indemnify and hold harmless and
reimburse, out of the funds of the Corporation, each director and officer of the
Corporation and his predecessors and any person who, at the request of the
Corporation, acted as a director or officer of a corporation of which the
Corporation is shareholder or a creditor, as well as his heirs, testamentary
executors, administrators and assigns, including their patrimony, respectively
against the following:
(a) all costs, charges and expenses, including any 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 another body
corporate, except in respect
<Page>
- 25 -
of an action by or on behalf of the Corporation or another body
corporate to obtain a favourable judgement, if:
(i) he acted honestly and in good faith with a view to the
best interests of the Corporation; and
(ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was
lawful;
(b) all costs, charges and expenses resulting from having been a
party to an action commenced by or on behalf of the Corporation or
a body corporate with a view to obtaining a favourable judgement,
where the conditions set forth under subparagraph (i) and (ii)
above are met, and with the approval of the court;
(c) all other costs, charges and expenses reasonably incurred by
such director, officer or other person in the course of or in
connection with the business relating to his duties or in
connection therewith from time to time;
with the exception of the costs, charges and expenses incurred by reason of his
own fault, gross negligence or wilful omission.
Furthermore, subject to the limitations provided under the Act, no
director or officer of the Corporation then in office shall be liab1e for the
acts, receipts, neg1ects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, 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 by order of the board of directors, 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, firm or corporation, including any
person, firm or corporation with which any of the moneys, securities or
instruments of the Corporation shall be invested or deposited, or for any
misuse, loss, usurpation, embezzlement or damage occasioned by any transaction
involving money, securities or other assets of the Corporation or for any other
loss, damage or misfortune whatever which shall happen in the execution of the
duties of his office or trust or in relation thereto; provided that nothing
herein shall relieve any director or officer from any liability resulting from
his own fault, gross negligence or wilful omission.
AND the Corporation hereby consents to the indemnification provided
under this by-law.
<Page>
- 26 -
BY-LAW NO. 12
BORROWING POWER
The board of directors is hereby authorized, from time to time and
at any time:
(a) to borrow money and obtain advance(s) upon the credit of the
Corporation from any bank, corporation, company, partnership or
person, upon such terms and conditions, at such time, in such
sums, to such an extent and in such manner as the board of
directors may deem appropriate in its discretion;
(b) to limit or increase the amount to be borrowed;
(c) to issue, reissue or cause to be issued bonds, debentures or
other securities of the Corporation and to pledge or sell the
same for such sums, upon such terms and conditions and at such
prices as the board of directors may deem appropriate;
(d) to secure any such bonds, debentures or other securities of the
Corporation or any other present or future loan or undertaking
of the Corporation by means of a hypothec, charge or pledge on
any or all moveable or immoveable property, currently owned or
hereafter acquired by the Corporation, and all or part of the
business and rights of the Corporation;
(e) as security for any discounts, overdrafts, loans, credits,
advances or other indebtedness or liability of the Corporation
to any bank, corporation, company, partnership or person, and
interest thereon, to hypothecate, pledge or charge, assign and
transfer to any bank, corporation, company, partnership or
person, any or all of the property of the Corporation, real or
personal or mixed, moveable or immoveable, now owned or
hereafter acquired, and to give such security thereon as may be
taken by a bank under the provisions of the BANK ACT, and to
renew, alter, vary or substitute such security from time to
time, with authority to enter into promises to give security
under the BANK ACT for any indebtedness contracted or to be
contracted by the Corporation to any bank;
(f) subject to the Act, to procure or help to procure funds and to
help, by means of bonuses, loans, promises, endorsements,
guarantees or otherwise, any company, corporation or person and
to secure the performance or accomplishment of any contracts,
undertakings or obligations of any company, partnership or
person and, more particularly, to secure the payment of the
capital and interest on
<Page>
- 27 -
the bonds or other securities, hypothecs and indebtedness of
any company, partnership or person;
(g) generally to exercise all and any rights or powers that the
Corporation may exercise under its articles and the laws
governing the Corporation;
(h) to delegate by resolution to any director or officer, subject
to the limitations contained in the Act, all and any of the
powers hereby conferred upon the board of directors.
AND the powers to borrow and to give security authorized hereunder
are deemed to be permanent powers and not powers that shall terminate after
first use thereof, and they may be exercised thereafter from time to time, so
long as this by-law has not been repealed and that notice of the repeal thereof
has not been given to whomever it may concern.
BY-LAW NO. 13
ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
The directors may, from time to time, make, enact or pass by-laws
that do not contravene the Act or the articles of the Corporation, and may
repeal, amend or re-enact any by-law of the Corporation. Such by-laws (except
such by-laws as, under the provisions of the Act, must be approved and ratified
by the shareholders before coming into force) and each repeal, amendment or
re-enactment of such by-laws shall take effect from the date of the resolution
of the directors and shall be submitted at the next meeting to the shareholders
of the Corporation who may, by ordinary resolution, confirm, reject or amend
such by-laws. In the event that the by-laws are rejected by the shareholders or
that such a by-law, amendment or repeal is not so submitted to the shareholders,
such by-law, amendment or repeal becomes null and void.
SEAL
BE IT RESOLVED:
That the seal, whose imprint appears
opposite hereto, be and hereby is approved and
adopted as the seal of the Corporation.
<Page>
- 28 -
CORPORATE REGISTERS
BE IT RESOLVED:
That the corporate registers listed below be and hereby are adopted
as the corporate registers of the Corporation:
1. Register of shareholders;
2. Register of directors;
3. Securities register; and
4. Register of transfers.
FORM OF COMMON SHARE CERTIFICATES
BE IT RESOLVED:
That the share certificate forms attached hereto as Schedules "A"
and "B" be and hereby are approved and that such forms be and hereby are adopted
as the forms for the common share certificates and preferred share certificates
of the Corporation; and
That two directors be and hereby are authorized and instructed to
initial such drafts for identification purposes.
ENACTMENT OF BY-LAW NO. 14
(BORROWING POWER - NATIONAL BANK OF CANADA)
BE IT RESOLVED:
That the following be and hereby is enacted as By-law No. 14 of the
Corporation:
BY-LAW NO. 14
BE IT RESOLVED THAT:
The board of directors be authorized :
(a) to borrow money and obtain advance(s) upon the credit of the
Corporation from the National Bank of Canada (hereinafter
referred to as the "Bank"), at such time, in such sums and upon
such terms and conditions as the board of directors may deem
<Page>
- 29 -
appropriate, by discounting or causing to be discounted
negotiable instruments made, drawn, accepted or endorsed by the
Corporation, by means of bank overdrafts or credit arrangements
or by obtaining loans or advances or in any other manner;
(b) to issue bonds, debentures or other securities of the
Corporation and to pledge or otherwise assign the same to the
Bank, upon such terms and conditions and for such consideration
as the board of directors may deem appropriate;
(c) to hypothecate, charge, pledge or assign in any way whatsoever
all or any of the real or personal, moveable or immoveable
property or rights, present or future, of the Corporation, to
secure such bonds, debentures or other securities issued, or
any loan, indebtedness, liabilities or undertakings whatsoever,
present or future, direct or indirect, of the Corporation to
the Bank;
(d) to delegate at any time by resolution to one or more directors
or officers or other employees of the Corporation or to any
other person, at the discretion of the board of directors, all
or part of the aforementioned powers.
The powers referred to in this by-law are in addition to the powers
that the directors or officers of the Corporation may otherwise hold under the
Act or the articles of the Corporation.
This by-law shall remain in force in respect of the Bank until such
time as a written notice of the repeal or amendment thereof has been given to
the Bank and acknowledged in writing by the Bank.
BANKING RESOLUTION (NATIONAL BANK OF CANADA)
BE IT RESOLVED:
(1) THAT the banking business of the Company be transacted at the
National Bank of Canada and that said Bank be authorized to pay and accept all
cheques, bank drafts, promissory notes, bills of exchange, money orders and
other instruments signed, drawn, accepted or endorsed for the Corporation by two
(2) officers and, furthermore, to accept in deposit to the account of the
Corporation all cheques, bank drafts, promissory notes, bills of exchange and
other instruments endorsed on behalf of the Corporation by such persons, or
bearing the following reference, stamped or otherwise: "FOR DEPOSIT TO THE
ACCOUNT OF THE BENEFICIARY" or any equivalent reference;
(2) THAT two (2) officers be authorized, for and on behalf of the
Corporation, to exercise the rights and powers referred to in paragraphs (a),
(b) and (c) of By-law No. 14 of the Corporation and, more particularly, to make
arrangements or
<Page>
- 30 -
agreements with the Bank regarding any matter relating to loans or advances
extended by the Bank to the Corporation, including overdrafts, to transact and
discharge all banking business with the Bank and to sign all deeds or documents
for the above purposes or for the purposes referred to in the said by-law,
including without limitation, any deed or document granting to the Bank
security, title or rights in and to all or any of the real or personal, movable
or immovable, present or future property of the Corporation, including any deed
or clause of giving in payment deemed appropriate;
(3) THAT the persons authorized under paragraphs (1) and (2) above,
and each of them separately, be authorized to receive from the Bank the
statements of account, cancelled cheques and other instruments debited from the
account of the Corporation, and to certify and accept all accounts and all
account balances between the Corporation and the Bank;
(4) THAT all instruments, security and documents signed, made,
drawn, accepted or endorsed as aforesaid be valid and binding upon the
Corporation;
(5) THAT the Bank be provided with a list of the names of such
directors, officers or other agents of the Corporation as are authorized for the
purposes referred to above, as well as a specimen of their signatures, and that
the Bank be notified in writing of all changes that could arise in respect of
such persons; such list when received by the Bank shall be binding upon the
Corporation until such time as a notice to the contrary is given to the Bank and
acknowledged by the Bank;
(6) THAT the Bank be provided with this resolution and that such
resolution remain in force until the Bank be notified otherwise in writing and
acknowledge receipt thereof;
(7) THAT the president of the Corporation and the secretary or the
sole director, if any, be authorized to certify this resolution and By-law No.
14 referred to above.
DETERMINATION OF EXACT NUMBER OF DIRECTORS
WHEREAS it is necessary to fix the exact number of directors in
accordance with the provisions of the by-laws of the Corporation;
BE IT RESOLVED:
That, unless otherwise decided by resolution of the directors, the
board of directors shall be comprised of four (4) directors.
SHARE SUBSCRIPTION
Whereas the Corporation has received from SERVICES FARMICO INC. a
subscription for one thousand (1,000) common shares without nominal or par
<Page>
- 31 -
value of the share capital of the Corporation, at a price of one dollar ($1.00)
per share;
BE IT RESOLVED:
That the subscription from SERVICES FARMICO INC. for one thousand
(1,000) common shares without nominal or value of the share capital of the
Corporation, attached hereto, be and hereby is accepted.
ALLOTMENT, DISTRIBUTION AND ISSUANCE OF SHARES
Whereas the Corporation has received payment for the said one
thousand (1,000) common shares;
BE IT RESOLVED:
1. that one thousand (1,000) common shares without nominal or par
value of the share capital of the Corporation be and hereby are
allotted, distributed and issued to SERVICES FARMICO INC. in
accordance with the terms and conditions of its subscription;
2. that the consideration for the issuance of the said one thousand
(1,000) common shares without nominal or par value of the share
capital of the Corporation be and hereby is fixed in the amount of
one dollar ($1.00) per share; and
3. that the said one thousand (1,000) common shares without nominal
or par value of the share capital of the Corporation so allotted,
distributed and issued be and hereby are declared fully paid up and
non-assessable as the Corporation has received full payment
therefor.
****** ****** ******
<Page>
- 32 -
The by-laws number 1 to 13 inclusive, the resolutions regarding the
adoption of the seal, the adoption of the corporate registers, the adoption of
the forms of share certificates, the making of By-law No. 14 regarding borrowing
power vis-a-vis the National Bank of Canada, the banking resolution vis-a-vis
the National Bank of Canada, the determination of the exact number of directors,
the approval of the share subscription and the allotment, distribution and
issuance of shares are hereby passed by the directors of the Corporation
pursuant to the provisions of subsection 112(1) of the CANADA BUSINESS
CORPORATIONS ACT, on this the 6th day of August 1984.
[signed] Jean Coutu
-------------------------------------
Jean Coutu
[signed] Jacques Masse
-------------------------------------
Jacques Masse
[signed] Yvon Bechard
-------------------------------------
Yvon Bechard
[signed] Gilles C. Lachance
-------------------------------------
Gilles C. Lachance
DIRECTORS