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EXHIBIT 3.10
[Translation]
VIDEOTRON (1998) LTEE
(the "Company")
BY-LAW AUTHORIZING THE AMENDMENT OF THE
CLASS D PREFERRED SHARES
OF THE SHARE CAPITAL
being
BY-LAW NUMBER 2004-1
BE IT ENACTED AND IT IS HEREBY ENACTED AS BY-LAW NO. 2004-1 OF THE COMPANY AS
FOLLOWS:
1. This by-law authorizes the amendment of the rights, privileges,
restrictions and conditions attaching to the Class D Preferred Shares,
which rights, privileges, restrictions and conditions are more fully
described in Schedule 1 hereto, which forms an integral part hereof.
2. Pursuant to this by-law, the President and the Secretary of the Company
are authorized and instructed and have the power to sign this by-law for
and on behalf of the Company and their signature hereto shall be deemed
conclusive evidence of the approval of this by-law by the board of
directors and the shareholders of the Company.
3. Any director or officer of the Company is hereby authorized and has the
power to sign and deliver, for and on behalf of the Company, all such
deeds, documents, contracts and agreements, to make any representation,
to deliver or have delivered any certificate and to do such other acts
and things as he or she may deem necessary, in his or her full
discretion, to give effect to this by-law, including, without limitation,
the filing of articles of amendment to give effect to the amendment of
the rights, privileges, restrictions and conditions attaching to the
Class D Preferred Shares, as provided in this by-law.
By-law number 2004-1, adopted and signed on January 16, 2004.
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/s/ ROBERT DEPATIE /s/ J. SERGE SASSEVILLE
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Robert Depatie J. Serge Sasseville
President Secretary
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SCHEDULE 1
TO THE ARTICLES OF AMENDMENT OF
VIDEOTRON (1998) LTEE
D) CLASS "D" PREFERRED SHARES
The number of Class "D" Shares is unlimited; Class "D" Shares shall have no
par value and shall carry the following rights, privileges, conditions and
restrictions:
(1) DIVIDEND
Where the Company declares a dividend, the holders of Class "D" Shares shall
be entitled to receive up to and not exceeding the declared dividend, in
preference to the holders of any other class of shares of the Company, a
cumulative preferential semi-annual dividend at the rate of 11.00% per annum
per share, calculated on the "Redemption Price" (as defined in Section (6)
below) of the Class "D" Shares.
All dividends declared on the Class "D" Shares shall be payable
semi-annually on a cumulative basis on the 20th day of the months of June
and December in each year, at such place as the directors of the Company may
determine from time to time, in cash or by certified cheque, bank draft or
wire transfer, provided that in respect of any payment of dividends
denominated in a currency other than Canadian, the applicable exchange rate
be that published by the Bank of Canada in effect on the date of payment.
The holders of Class "D" Shares shall be entitled to receive only the
aforementioned dividends. No dividends may be paid on any shares ranking
junior to the Class "D" Shares, unless all dividends that have become
payable on the Class "D" Shares have been paid or set aside for payment.
(2) LIQUIDATION OR WINDING-UP
In the event of the liquidation, winding-up, dissolution or reorganization
of the Company or any other distribution of its assets among its
shareholders for the purpose of winding up its affairs, whether voluntarily
or involuntarily, the holders of Class "D" Shares shall be entitled to
receive, in preference to the holders of any other class of shares of the
Company, an amount equal to the Redemption Price (as defined below) for each
Class "D" Share held and any accrued but unpaid dividends on such shares.
(3) VOTING RIGHT
The holders of Class "D" Shares shall not be entitled to receive notice of,
attend or vote at the meetings of shareholders of the Company, unless the
Company has failed to pay eight (8) semi-annual dividends on the Class "D"
Shares, whether or not consecutive. In that event and only so long as the
said dividends remain in arrears, the holders of Class "D" Shares shall be
entitled to receive notice of, attend and vote at the meetings of
shareholders of the Company, except meetings at which only the holders of
another specified series or class of shares are entitled to vote. At each
such meeting, each Class "D" Share shall entitle the holder thereof to one
(1) vote.
(4) RETRACTION RIGHT
Subject to the provisions of Section 123.54, paragraph 2, of the COMPANIES
ACT (Quebec), each holder of Class "D" Shares shall be entitled, at any time
and at such holder's discretion, upon written notice, to require the Company
to redeem all or part of such holder's Class "D" Shares for an aggregate
amount equal to the Redemption Price (as defined below) and any accrued but
unpaid dividends on such shares. The shares shall be redeemed in accordance
with the procedure established in Part II, Section C), of the Articles of
Incorporation of the Company.
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(5) REDEMPTION RIGHT
The Company shall be entitled, at its discretion, subject to the provisions
of the Act in this regard, to redeem at any time all or from time to time
part of the Class "D" Shares then outstanding upon giving notice as
hereinafter provided, on payment to the holders of the Class "D" Shares of
an aggregate amount equal to the Redemption Price (as defined below) and any
accrued but unpaid dividends on such Class "D" Shares being redeemed. In the
case of partial redemption, the Class "D" Shares to be redeemed shall be
selected PRO RATA among the holders of all Class "D" Shares then
outstanding, except that, with the consent of all the holders of Class "D"
Shares, the shares to be redeemed may be selected in any other manner.
The Company shall, at least one (1) business day prior to the date fixed for
redemption (the "Redemption Date"), give written notice, to each then
registered holder of Class "D" Shares, of the Company's intention to redeem
such shares. Such notice shall set out the date and the place at which the
redemption is to take place and where payment is to occur and, in the case
of partial redemption, the number of shares to be redeemed from each such
holder of Class "D" Shares. If notice of redemption is given as aforesaid
and an amount sufficient to redeem the Class "D" Shares called for
redemption is deposited with the Company's bankers or at any other place or
places specified in the notice, on or before the Redemption Date, the
holders of Class "D" Shares shall, after the Redemption Date, have no right
in or against the Company, except the right to receive payment of the
Redemption Price (as defined below) and any accrued but unpaid dividends on
such Class "D" Shares being redeemed, in the manner described in
Section (6), upon presentation and surrender of the certificates
representing such number of shares to be redeemed.
(6) REDEMPTION PRICE
The Redemption Price of the Class "D" Shares shall be an amount equal to
$1,000 per Class "D" Share being redeemed. The Redemption Price may be paid
in cash, or by certified cheque, bank draft or wire transfer, or by the
delivery of assets having equivalent value, provided that in respect of any
such payment denominated in a currency other than Canadian, for the purposes
of this Section (6), the applicable exchange rate shall be that published by
the Bank of Canada in effect on the date of payment.
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