EXHIBIT 3.2
HUB INTERNATIONAL LIMITED
By-Law No. 1 - Amendment
Passed by the Directors as of June 28, 2001
and confirmed by the Shareholders on May , 2002
Section 5 relating to Officers of the Corporation, be amended as follows:
NOW THEREFORE BE IT RESOLVED THAT:
"5.1 General - The directors may from time to time appoint a Chairman of
the Board, a President, one or more PRESIDENTS OF DIVISIONS OR OPERATIONAL
UNITS, one or more Vice-Presidents, a Secretary, a Treasurer and such other
officers as the directors may determine.
5.3 President - Unless the directors otherwise determine, the President
shall be appointed from among the directors and shall be the CHIEF
OPERATING OFFICER of the Corporation and shall have general supervision of
its business and affairs and in the absence of the Chairman of the Board
AND THE CHIEF EXECUTIVE OFFICER, the President shall be chairman of
meetings of directors and shareholders when present."
BY-LAW NO. 1
of
THE HUB GROUP LIMITED
(the "Corporation")
1. INTERPRETATION
1.1. Expressions used in this By-law shall have the same meanings as
corresponding expressions in the Business Corporations Act (Ontario) (the
"Act").
2. CORPORATE SEAL
2.1. Until changed by the directors, the corporate seal of the Corporation
shall be in the form impressed in the margin hereof.
3. FINANCIAL YEAR
3.1. Until changed by the directors, the financial year of the Corporation
shall end on the last day of December in each year.
4. DIRECTORS
4.1. Number. The number of directors shall be not fewer than the minimum and
not more than the maximum provided in the articles. At each election of
directors the number elected shall be such number as shall be determined from
time to time by special resolution or, if the directors are empowered by
special resolution to determine the number, by the directors.
4.2. Quorum. A quorum of directors shall be two-fifths of the number of
directors or such greater number as the directors or shareholders may from time
to time determine.
4.3. Calling of Meetings. Meetings of the directors shall be held at such time
and place within or outside Ontario as the Chairman of the Board, the President
or any two directors may determine. A majority of meetings of directors need
not be held within Canada in any financial year.
4.4. Notice of Meetings. Notice of the time and place of each meeting of
directors shall be given to each director by telephone not less than 48 hours
before the time of the meeting
or by written notice not less than four days before the date of the meeting,
provided that the first meeting immediately following a meeting of shareholders
at which directors are elected may be held without notice if a quorum is
present. Meetings may be held without notice if the directors waive or are
deemed to waive notice.
4.5. Chairman. The Chairman of the Board, or in his absence the President if a
director, or in his absence a director chosen by the directors at the meeting,
shall be chairman of any meeting of directors.
4.6. Voting at Meetings. At meetings of directors each director shall have one
vote and questions shall be decided by a majority of votes. In case of an
equality of votes the Chairman of the meeting shall have a second or casting
vote.
5. OFFICERS
5.1. General. The directors may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and
such other officers as the directors may determine.
5.2. Chairman of the Board. The Chairman of the Board, if any, shall be
appointed from among the directors and when present shall be chairman of
meetings of directors and shareholders and shall have such other powers and
duties as the directors may determine.
5.3. President. Unless the directors otherwise determine the President shall
be appointed from among the directors and shall be the chief executive officer
of the Corporation and shall have general supervision of its business and
affairs and in the absence of the Chairman of the Board shall be chairman of
meetings of directors and shareholders when present.
5.4. Vice-President. A Vice-President shall have such powers and duties as the
directors or the chief executive officer may determine.
5.5. Secretary. The Secretary shall give required notices to shareholders,
directors, auditors and members of committees, act as secretary of meetings of
directors and shareholders when present, keep and enter minutes of such
meetings, maintain the corporate records of the Corporation, have custody of
the corporate seal and shall have such other powers and duties as the
directors or the chief executive officer may determine.
5.6. Treasurer. The Treasurer shall keep proper accounting records in
accordance with the Act, have supervision over the safekeeping of securities
and the deposit and disbursement of
funds of the Corporation, report as required on the financial position of the
Corporation, and have such other powers and duties as the directors or the
chief executive officer may determine.
5.7. Assistants. Any of the powers and duties of an officer to whom an
assistant has been appointed may be exercised and performed by such assistant
unless the directors or the chief executive officer otherwise direct.
5.8 Term of Office. Each officer shall hold office until his successor is
elected or appointed, provided that the directors may at any time remove any
officer from office but such removal shall not affect the rights of such
officer under any contract of employment with the Corporation.
6. INDEMNIFICATION AND INSURANCE
6.1. Indemnification of Directors and Officers. The Corporation shall indemnify
a director or officer, a former director or officer or a person who acts or
acted at the Corporation's request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor, and the heirs and
legal representative of such a person to the extent permitted by the Act.
6.2. Insurance. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in the preceding section to the extent
permitted by the Act.
7. SHAREHOLDERS
7.1. Quorum. A quorum for the transaction of business at a meeting of
shareholders shall be two persons present and each entitled to vote at the
meeting.
7.2. Casting Vote. In case of an equality of votes at a meeting of shareholders
the Chairman of the meeting shall have a second or casting vote.
7.3. 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.
8. DIVIDENDS AND RIGHTS
8.1. Declaration of Dividends. Subject to the Act, the directors may from time
to time declare dividends payable to the shareholders according to their
respective rights and interest in the Corporation.
8.2 Cheques. A dividend payable in money shall be paid by cheque to the order
of each registered holder of shares of the class or series in respect of which
it has been declared and mailed by prepaid ordinary mail to such registered
holder at the address of such holder in the Corporation's securities register,
unless such holder otherwise directs. In the case of joint holders the cheque
shall, unless such joint holders otherwise direct, be made payable to the order
of all such joint holders and mailed to them at their address in the
Corporation's securities register. The mailing of such cheque as aforesaid,
unless the same is not paid on due presentation, shall satisfy and discharge
the liability for the dividend to the extent of the sum represented thereby
plus the amount of any tax which the Corporation is required to and does
withhold.
8.3 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title
as the directors may from time to time prescribe, whether generally or in any
particular case.
8.4 Unclaimed Dividends. Any dividend unclaimed after a period of six years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
9. EXECUTION OF INSTRUMENTS
9.1 Deeds, transfers, assignments, agreements, proxies and other instruments
may be signed on behalf of the Corporation by any two directors or by a
director and an officer or by one of the Chairman of the Board, the President
and a Vice-President together with one of the Secretary and the Treasurer or in
such other manner as the directors may determine; except that insider trading
reports may be signed on behalf of the Corporation by any one director or
officer of the Corporation.
10. NOTICE
10.1 A notice mailed to a shareholder, director, auditor or member of a
committee shall be deemed to have been given when deposited in a post office or
public letter box.
10.2 Accidental omission to give any notice to any shareholder, director,
auditor or member of a committee or non-receipt of any notice or any error in a
notice not affecting the
substance thereof shall not invalidate any action taken at any meeting held
pursuant to such notice.
RESOLVED THAT the foregoing by-law is made a by-law of the Corporation by
the signature hereto of the sole director of the Corporation pursuant to the
Business Corporations Act (Ontario), this 25th day of November, 1998.
/s/ Jean D. DuGuay
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Jean D. DuGuay
/s/ Jennifer Brown
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Jennifer Brown
/s/ Jennifer Henry
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Jennifer Henry
RESOLVED THAT the foregoing by-law is confirmed as a by-law of the
Corporation by the signature hereto of the sole shareholder of the Corporation
pursuant to the Business Corporations Act (Ontario), this 25th day of November,
1998.
/s/ Jean D. DuGuay
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Jean D. DuGuay