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EXHIBIT 3.18
SUPERCLUB VIDEOTRON CANADA INC. / SUPERCLUB VIDEOTRON CANADA INC.
(FORMERLY 9137-5055 QUEBEC INC.)
GENERAL BY-LAWS
BY-LAW ONE
SHAREHOLDERS
ARTICLE 1. ANNUAL MEETINGS The annual meeting of shareholders of the Company
shall be held at such place, on such date and at such time as the Board of
Directors may determine from time to time. Annual meetings of shareholders may
be called at any time by order of the Board of Directors, the Chairman of the
Board or, provided they are directors of the Company, the President or any
Vice-President.
ARTICLE 2. SPECIAL GENERAL MEETINGS Special general meetings of shareholders
shall be held at such place, on such date and at such time as the Board of
Directors may determine from time to time or at any place where all the
shareholders of the Company entitled to vote thereat are present in person or
represented by proxy or at such other place as all the shareholders of the
Company shall approve in writing.
Special general meetings of shareholders may be called at any time by order
of the Board of Directors, the Chairman of the Board or, provided they are
directors of the Company, the President or any Vice-President.
ARTICLE 3. NOTICE OF MEETING Notice specifying the place, date, time and
purpose of any meeting of shareholders shall be given to all the shareholders
entitled thereto at least 21 days but not more than 50 days prior to the date
fixed for the meeting. The notice may be mailed, postage prepaid, to the
shareholders at their respective addresses as they appear on the books of the
Company or delivered by hand or transmitted by any means of telecommunication.
If the convening of a meeting of shareholders is a matter of urgency, notice
of such meeting may be given not less than 48 hours before such meeting is to be
held.
In the case of joint holders of a share, the notice of meeting shall be
given to that one of them whose name stands first in the books of the Company
and notice so given shall be sufficient notice to all the joint holders.
Irregularities in the notice or in the giving thereof as well as the
unintentional omission to give notice to, or the non-receipt of any such notice
by, any of the shareholders shall not invalidate any action taken by or at any
such meeting.
ARTICLE 4. CHAIRMAN The Chairman of the Board or, in his absence, the
President, if he is a director, or, in his absence, one of the Vice-Presidents
who is a director of the Company (to be designated by the meeting in the event
of more than one such Vice-President being present) shall preside at all
meetings of shareholders. If all of the aforesaid officers be absent or decline
to act, the persons present and entitled to vote may choose one of their number
to act as chairman of the meeting. In the event of an equality of votes, the
chairman of any meeting shall not be entitled to a casting vote in respect of
any matter submitted to the vote of the meeting.
ARTICLE 5. QUORUM, VOTING AND ADJOURNMENTS The holder or holders of not less
than 30% of the outstanding shares of the share capital of the Company carrying
voting rights at such meeting, present in person or represented by proxy, shall
constitute a quorum for any meeting of shareholders of the Company.
The acts of the holders of a majority of the shares so present or
represented and carrying voting rights thereat shall be the acts of all the
shareholders except as to matters on which the vote or consent of the holders of
a greater number of shares is required or directed by the laws governing the
Company, the constituting act or the by-laws of the Company.
Should a quorum not be present at any meeting of shareholders, those present
in person and entitled to be counted for the purpose of forming a quorum shall
have power to adjourn the meeting from time to time and from place to place
without notice other than announcement at the meeting until a quorum shall be
present. At any such adjourned meeting, provided a quorum is present, any
business may be transacted which might have been transacted at the meeting
adjourned.
ARTICLE 6. RIGHT TO VOTE AND PROXY At all meetings of shareholders, each
shareholder present and entitled to vote thereat shall have on a show of hands
one vote and, upon a poll, each shareholder present in person
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or represented by proxy shall be entitled to one vote for each share carrying
voting rights registered in his name in the books of the Company unless, under
the terms of the constituting act some other scale of voting is fixed, in which
event such scale of voting shall be adopted. Any shareholder or proxy may demand
a ballot (either before or on the declaration of the result of a vote upon a
show of hands) in respect of any matter submitted to the vote of the
shareholders.
In the case of joint holders of a share, the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the books of the Company.
ARTICLE 7. SCRUTINEERS The chairman at any meeting of shareholders may appoint
one or more persons, who need not be shareholders, to act as scrutineer or
scrutineers at the meeting.
ARTICLE 8. ADDRESSES OF SHAREHOLDERS Every shareholder shall furnish to the
Company an address to which all notices intended for such shareholder shall be
given, failing which, any such notice may be given to him at any other address
appearing on the books of the Company. If no address appears on the books of the
Company, such notice may be sent to such address as the person sending the
notice may consider to be the most likely to result in such notice promptly
reaching such shareholder.
BY-LAW TWO
BOARD OF DIRECTORS
ARTICLE 1. ELECTION OF DIRECTORS AND TERM OF OFFICE Except as herein otherwise
provided, each director shall be elected at an annual meeting of shareholders or
at any special general meeting of shareholders called for that purpose, by a
majority of the votes cast in respect of such election. It shall not be
necessary that the voting for the election of directors of the Company be
conducted by ballot unless voting by ballot is requested by a shareholder or
proxy. Each director so elected shall hold office until the election of his
successor unless he shall resign or his office become vacant by death, removal
or other cause.
ARTICLE 2. ACTS OF DIRECTORS All acts done by the directors or by any person
acting as a director, until their successors have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were qualified to be directors of the Company.
ARTICLE 3. POWER TO ALLOT STOCK AND GRANT OPTIONS Subject to the provisions of
the constituting act of the Company, the shares of the Company shall be at all
times under the control of the directors who may by resolution, from time to
time, accept subscriptions, allot, issue, grant options in respect of or
otherwise dispose of the whole or any part of the unissued shares of the share
capital of the Company on such terms and conditions, for such consideration not
contrary to law or to the constituting act of the Company and at such times
prescribed in such resolutions. The directors may, from time to time, make calls
upon the shareholders in respect of any moneys unpaid upon their shares. Each
shareholder shall pay the amount called on his shares at the time and place
fixed by the directors.
ARTICLE 4. POWER TO DECLARE DIVIDENDS The directors may from time to time as
they may deem advisable, declare and pay dividends out of any funds available
for dividends to the shareholders according to their respective rights and
interest therein.
Any dividend may be paid by cheque or warrant made payable to and mailed to
the address on the books of the Company of the shareholder entitled thereto and
in the case of joint holders to that one of them whose name stands first in the
books of the Company, and the mailing of such cheque or warrant shall constitute
payment unless the cheque or warrant is not paid upon presentation.
ARTICLE 5. PLACE OF MEETINGS AND NOTICES All meetings of the Board of
Directors shall be held at such place, on such date and at such time as may be
determined from time to time by the Board of Directors or at any place where all
the directors are present.
Any meeting of the Board of Directors may be called at any time by or on the
order of the Chairman of the Board or, provided they are directors of the
Company, the President or any Vice-President or by any two directors.
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Notice specifying the place, date and time of any meeting of the Board of
Directors shall be given to each of the directors at least 72 hours prior to the
date fixed for such meeting. The notice may be mailed, postage prepaid, to each
director at his residence or usual place of business, or delivered by hand or
transmitted by any means of telecommunication.
In any case where the convening of a meeting of directors is a matter of
urgency, notice of such meeting may be given not less than 3 hours before such
meeting is to be held.
Notwithstanding any other provisions of this ARTICLE 5, immediately after
the annual meeting of shareholders in each year, a meeting of such of the newly
elected directors as are then present shall be held, provided they shall
constitute a quorum, without further notice, for the election or appointment of
officers of the Company and the transaction of such other business as may come
before them.
ARTICLE 6. CHAIRMAN The Chairman of the Board or, in his absence, the
President, if he is a director, or, in his absence, one of the Vice-Presidents
who is a director of the Company (to be designated by the meeting in the event
of more than one such Vice-President being present) shall preside at all
meetings of the directors. If all of the aforesaid officers are absent or
decline to act, the directors present may choose one of their number to act as
chairman of the meeting. In the event of an equality of votes, the chairman of
any meeting shall be entitled to cast one vote as a director, but not a second
or casting vote in respect of any matter submitted to the vote of the meeting.
ARTICLE 7. QUORUM Except when the Company has only one director, the directors
may from time to time fix by resolution the quorum for meetings of directors,
but until otherwise fixed, a majority of the directors in office shall
constitute a quorum.
ARTICLE 8. VACANCIES AND RESIGNATION In the case of a vacancy occurring in the
Board of Directors, the directors then in office, by the affirmative vote of a
majority of said remaining directors, so long as a quorum of the Board remains
in office, may from time to time and at any time fill such vacancy for the
remainder of the term.
ARTICLE 9. SOLE DIRECTOR In the case where the Company has only one director,
the acts that may be or are required to be taken by the Board of Directors or by
two directors of the Company, under the Company's by-laws, may be taken by the
sole director of the Company.
BY-LAW THREE
OFFICERS
ARTICLE 1. OFFICERS The directors shall elect or appoint a President, shall
appoint a Secretary and may also elect or appoint as officers a Chairman of the
Board, one or more Vice-Presidents, one or more Assistant-Secretaries, a
Treasurer and one or more Assistant-Treasurers. Such officers shall be elected
or appointed at the first meeting of the Board of Directors after each annual
meeting of shareholders. There may also be appointed such other officers as the
Board of Directors may from time to time deem necessary. Such officers shall
respectively perform such duties, in addition to those specified in the by-laws
of the Company, as shall from time to time be prescribed by the Board of
Directors. The same person may hold more than one office, provided, however,
that the same person shall not hold the office of President and Vice-President.
None of such officers except the Chairman of the Board and the President, need
be a director of the Company.
ARTICLE 2. CHAIRMAN OF THE BOARD The Chairman of the Board, if any, shall
preside at all meetings of directors and shareholders of the Company and he
shall have such other powers and duties as the Board of Directors may determine
from time to time.
ARTICLE 3. PRESIDENT The President shall be the chief executive officer of the
Company and shall exercise a general control of and supervision over its
affairs. He shall have such other powers and duties as the Board of Directors
may determine from time to time.
ARTICLE 4. VICE-PRESIDENT OR VICE-PRESIDENTS The Vice-President or
Vice-Presidents shall have such powers and duties as may be determined by the
Board of Directors from time to time. In case of the absence, disability,
refusal or omission to act of the President, a Vice-President designated by the
directors may exercise the powers and perform the duties of the President and,
if such Vice-President exercises any of the powers or performs
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any of the duties of the President, the absence, disability, refusal or omission
to act of the President shall be presumed.
ARTICLE 5. TREASURER AND ASSISTANT-TREASURERS The Treasurer shall have general
charge of the finances of the Company. He shall render to the Board of
Directors, whenever directed by the Board and as soon as possible after the
close of each financial year, an account of the financial condition of the
Company and of all his transactions as Treasurer. He shall have charge and
custody of and be responsible for the keeping of the books of account required
under the laws governing the Company. He shall perform all the acts incidental
to the office of Treasurer or as may be determined by the Board of Directors
from time to time.
Assistant-Treasurers shall perform any of the duties of the Treasurer
delegated to them from time to time by the Board of Directors or by the
Treasurer.
ARTICLE 6. SECRETARY AND ASSISTANT-SECRETARIES The Secretary shall attend to
the giving of all notices of the Company and shall keep the records of all
meetings and resolutions of the shareholders and of the Board of Directors in a
book to be kept for that purpose. He shall keep in safe custody the seal of the
Company, if any. He shall have charge of the books containing the names and
addresses of the shareholders and directors of the Company and such other books
and papers as the Board of Directors may direct. He shall perform such other
duties incidental to his office or as may be required by the Board of Directors
from time to time.
Assistant-Secretaries shall perform any of the duties of the Secretary
delegated to them from time to time by the Board of Directors or by the
Secretary.
ARTICLE 7. SECRETARY-TREASURER Whenever the Secretary shall also be the
Treasurer he may, at the option of the Board of Directors, be designated the
"Secretary-Treasurer".
ARTICLE 8. REMOVAL The Board of Directors may, subject to the law and the
provisions of any contract, remove and discharge any officer of the Company at
any meeting called for that purpose and may elect or appoint any other person.
BY-LAW FOUR
SHARE CAPITAL
ARTICLE 1. SHARE CERTIFICATES Certificates representing shares of the share
capital of the Company shall be approved by the Board of Directors. Share
certificates shall bear the signatures of two directors or two officers of the
Company or of one director and one officer of the Company. Such signatures may
be engraved, lithographed or otherwise mechanically reproduced thereon. Any
certificate bearing the facsimile reproduction of the signature of any of such
authorized persons shall be deemed to have been manually signed by him and shall
be as valid to all intents and purposes as if it had been manually signed,
notwithstanding that the person whose signature is so reproduced shall, at the
time that the certificate is issued or on the date of such certificate, have
ceased to be an officer or director of the Company, as the case may be.
ARTICLE 2. TRANSFER OF SHARES A register of transfers containing the date and
particulars of all transfers of shares of the share capital of the Company shall
be kept either at the head office or at such other office of the Company or at
such other place in the Province of Quebec as may be determined, from time to
time, by resolution of the Board of Directors. One or more branch registers of
transfers may be kept at any office of the Company or any other place within the
Province of Quebec or elsewhere as may from time to time be determined by
resolution of the Board of Directors. The date and particulars of all transfers
of shares contained in a branch register of transfers must also be entered in
the register of transfers. Such register of transfers and branch registers of
transfers shall be kept by the Secretary or by such other officer or officers as
may be specially charged with this duty or by such agent or agents as may be
appointed from time to time for that purpose by resolution of the Board of
Directors.
Entry of the transfer of any share of the share capital of the Company may
be made in the register of transfers or in a branch register of transfers
regardless of where the certificate representing the share to be transferred
shall have been issued.
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If the shares of the share capital of the Company to be transferred are
represented by a certificate, the transfer of such shares shall not be entered
in the register of transfers or the branch register of transfers, unless or
until the certificate representing the shares to be transferred has been duly
endorsed and surrendered for cancellation.
ARTICLE 3. CLOSING OF BOOKS The Board of Directors may, from time to time, by
resolution close the register of transfers and the branch registers of
transfers, if any, for any time or times not exceeding in the whole 60 days in
each financial year of the Company on giving notice by advertisement in a
newspaper published in the place where the register of transfers is kept and in
a newspaper published in the place where each of the branch registers of
transfers is kept. The Board of Directors may by resolution fix in advance a
date not exceeding 60 days preceding the date of any meeting of shareholders of
the Company or the date for the payment of any dividend or the date for the
allotment of any rights as a record date for the determination of the
shareholders entitled to receive notice of any such meeting or to receive
payment of any such dividend or to be allotted any such rights. Only
shareholders of record on the record date so fixed shall be entitled to receive
such notice or to receive payment of such dividend or to be allotted such
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Company after such record date.
ARTICLE 4. TRANSFER AGENTS AND REGISTRARS The Board of Directors may appoint
or remove from time to time transfer agents or registrars of transfers of shares
of the share capital of the Company and, subject to the laws governing the
Company, make regulations generally, from time to time, with reference to the
transfer of the shares of the share capital of the Company. Upon any such
appointment being made, all certificates representing shares of the share
capital of the Company thereafter issued shall be countersigned by one of such
transfer agents or one of such registrars of transfers and shall not be valid
unless so countersigned.
BY-LAW FIVE
FINANCIAL YEAR
The financial year of the Company shall end on the second to last Saturday
of December in each year. Such date may, however, be changed from time to time
by resolution of the Board of Directors.
BY-LAW SIX
CONTRACTS
All contracts, deeds, agreements, documents, bonds, debentures and other
instruments requiring execution by the Company may be signed by two directors or
two officers of the Company or by one director and one officer of the Company or
by such persons as the Board of Directors may otherwise authorize from time to
time by resolution. Any such authorization may be general or confined to
specific instances. Save as aforesaid or as otherwise provided in the by-laws of
the Company, no director, officer, agent or employee shall have any power or
authority to bind the Company under any contract or obligation or to pledge its
credit.
The Company may transact business with one or more of its directors or with
any firm of which one or more of its directors are members or employees or with
any corporation or association of which one or more of its directors are
shareholders, directors, officers or employees. The director who has an interest
in such transaction shall disclose it to the Company and to the other directors
making a decision in respect of such transaction and shall abstain from
discussing and voting on the question except if his vote is required to bind the
Company in respect of such transaction.
BY-LAW SEVEN
DECLARATIONS
Any director or officer of the Company or any other person nominated for
that purpose by any director or officer of the Company is authorized and
empowered to give instructions to an attorney to appear and make answer for and
on behalf and in the name of the Company to all writs, orders and
interrogatories upon articulated facts issued out of any court and to declare
for and on behalf and in the name of the Company any answer to writs of
attachment by way of garnishment in which the Company is garnishee. Any
director, officer or person so nominated is authorized and empowered to make all
affidavits and sworn declarations in connection therewith or in connection with
any and all judicial proceedings to which the Company is a party and to instruct
an attorney to make demands of abandonment or petitions for winding-up or
bankruptcy orders upon any debtor of the Company
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and to attend and vote at all meetings of creditors of the Company's debtors and
grant proxies in connection therewith. Any such director, officer or person is
authorized to appoint by general or special power or powers of attorney any
person or persons, including any person other than those directors, officers and
persons hereinbefore mentioned, as attorney or attorneys of the Company to do
any of the foregoing things.
BY-LAW EIGHT
SEAL
The seal of the Company, if any, may be affixed by any director or officer
of the Company or by any person designated by such director or officer.
ENACTED January 1, 2004.
Witness the signatures of the President
and the Secretary of the Company.
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President
/s/ PIERRE KARL PELADEAU
-----------------------------
Pierre Karl Peladeau
Secretary
/s/ LOUIS SAINT-ARNAUD
-----------------------------
Louis Saint-Arnaud
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SUPERCLUB VIDEOTRON CANADA INC.
(FORMERLY 9137-5055 QUEBEC INC.)
BY-LAW NINE
GENERAL BORROWING
The directors of the company may, from time to time, or when they deem
expedient:
(a) borrow money and obtain advances on the credit of the company from any
bank, corporation, firm, association or person at the time and for
amounts subject to the extent and terms that are deemed appropriate by
the board of directors;
(b) restrict or increase the amount to borrow;
(c) issue, or cause to be issued, obligations, or other borrowing or
undertaking of the company and pledge or sell the same for such sums,
subject to the terms and conditions deemed appropriate by the board of
directors;
(d) hypothecate, all or part of the property, movable or immovable, present
or future, of the company in order to ensure payment of such obligations
or other borrowing or undertakings of the company, or assign only a part
of these guarantees for the same purposes;
(e) hypothecate, or otherwise charge in any manner whatsoever all or part of
the property, movable or immovable, present or future, of the company or
assign the various guarantees in order to ensure payment of any borrowing
other than issued obligations or other undertakings of the company, as
well as payment or execution of other debts, contracts and commitments of
the company;
(f) as guarantee for any discounts, overdrafts, loans, credit, advances or
other debts or obligations of the company in favour of any bank,
corporation, firm or person, including interest accruing therefrom,
hypothecate and pledge to any bank, corporation, firm or person, all or
part of the property, movable or immovable, present or future, of the
company and give guarantees acceptable to any bank according to the
Banking Law and renew, modify, vary or substitute such guarantees from
time to time, with powers to contract all promissory notes authorizing
such guarantees according to the Banking Law, regarding any debt
contracted or to be contracted by the company to any bank.
(g) delegate some or all of the powers mentioned above to such officers, or
directors of the company, to the extent and according to the terms set
out by the board of directors;
AND the powers to borrow and to issue guarantees conferred by the present
are considered as permanent powers and shall remain in force after their first
exercise. These powers may therefore be exercised from time to time as long as
the present by-law has not been repealed and notice of such has not been
confirmed by writing.
ENACTED January 1, 2004.
Witness the signatures of the President and the Secretary of the Company.
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President
/s/ PIERRE KARL PELADEAU
-----------------------------
Pierre Karl Peladeau
Secretary
/s/ LOUIS SAINT-ARNAUD
-----------------------------
Louis Saint-Arnaud
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[Translation]
9137-5055 QUEBEC INC.
(the "Company")
BY-LAW AUTHORIZING THE AMENDMENT
OF THE CORPORATE NAME
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 corporate name of the
Company to SUPERCLUB VIDEOTRON CANADA INC./SUPERCLUB VIDEOTRON
CANADA INC.
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 shareholder 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 corporate name of the Company.
By-law number 2004-1, adopted and signed on June 4, 2004.
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/s/ RICHARD SOLY /s/ CLAUDINE TREMBLAY
- ------------------------------------------ ------------------------------------------
Richard Soly Claudine Tremblay
President Secretary
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