Exhibit 3.20
BY-LAW NO.1
A BY-LAW RELATING GENERALLY TO THE
CONDUCT OF THE AFFAIRS OF
IPSCO RECYCLING INC.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of IPSCO Recycling
Inc. (hereinafter called the "Corporation"), as follows:
DEFINITIONS
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1. In this by-law and all other by-laws of the Corporation, unless the context
otherwise requires:
(a) "Act" means the Canada Business Corporations Act of the Dominion of
Canada, as from time to time amended, and every statute that may be
substituted therefor and, in the case of such amendment or
substitution, any references in the by-laws of the Corporation shall
be read as referring to the amended or substituted provisions
therefor;
(b) "articles" means the articles attached to the certificate of
incorporation or continuance of the Corporation as from time to time
amended or restated;
(c) "by-law" means any by-law of the Corporation from time to time in
force and effect;
(d) all terms contained in the by-laws which are not defined in the
by-laws and which are defined in the Act shall have the meaning given
to such terms in the Act;
(e) "the directors" and "Board" means the directors of the Corporation for
the time being;
(f) "in writing" and "written" includes printing, typewriting,
lithographing and other modes of representing or reproducing words in
visible form;
(g) words importing the singular number only shall include the plural and
vice versa; words importing the masculine gender shall include the
feminine and neuter genders, words importing persons shall include
bodies corporate, corporations, companies, partnerships, syndicates,
trusts and any number of persons; and
(h) the headings used in this by-law are inserted for reference purposes
only and are not to be considered in construing the terms and
provisions hereof or to be deemed in any way to clarify, modify or
explain the effect of such terms or provisions.
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REGISTERED OFFICE
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2. The Corporation may from time to time:
(1) by resolution of the Board change the address of the registered office
of the Corporation within the municipality specified in the articles;
and
(2) by special resolution change the municipality in which its registered
office is located to a different municipality in Saskatchewan than
that specified in the articles.
SEAL
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3. The seal of the Corporation shall be such as the Board may from time to
time adopt.
MANNER OF EXECUTION OF CONTRACTS
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4. Contracts, documents or instruments in writing requiring execution by the
Corporation may be signed by any two officers or directors (or where the
Corporation has only one officer or director, the signature of that officer
or director), and all contracts, documents or instruments in writing so
signed shall be binding upon the Corporation. The Board may from time to
time by resolution appoint any officer or officers or any person or persons
on behalf of the Corporation either to sign contracts, documents or
instruments in writing generally or to sign specific contracts, documents
or instruments in writing.
The seal of the Corporation may, when required, be affixed to contracts,
documents or instruments in writing, signed as aforesaid or by an officer
or officers, person or persons appointed as aforesaid by resolution of the
Board.
SHARES AND TRANSFERS
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5. Shares in the authorized capital of the Corporation may from time to time
be allotted and issued, and options to purchase shares may be granted by
resolution of the Board on such terms and conditions and to such persons as
the Board may determine.
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6. Security certificates (and the transfer form on the reserve side thereof)
shall, subject to compliance with the Act, be in such form as the Board may
from time to time by resolution approve and such certificates shall be
signed by any two officers of the Corporation (or where the Corporation has
only one officer, the signature of that officer) holding office at the time
of signing. Notwithstanding any change in the persons holding such office
between the time of actual signing and the issuance of any certificate, any
such certificate so signed shall be valid and binding upon the Corporation.
7. A transfer of a security issued by the Corporation shall be recorded or
registered in accordance with the Act and no transfer shall be recorded or
registered unless or until the certificate representing the security has
been surrendered and cancelled or, if no certificate has been issued by the
Corporation in respect of such security, unless or until a duly executed
security transfer power in respect thereof has been presented for
registration.
8. If a security certificate is defaced, lost or destroyed, it may be renewed
on payment of such fee, if any, and on such terms, if any, as to evidence
and indemnity as the Board thinks fit.
9. The Corporation shall have a lien on the shares registered in the name of a
shareholder or his legal representative for a debt of that shareholder to
the Corporation.
SHAREHOLDERS' MEETINGS
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10. The Chairman of the Board, if any, or the President, or the Board by
resolution, may, and the Secretary shall upon direction of any of the
foregoing, subject to compliance with the Act, the articles and the by-
laws, at any time call and at any place convene the annual or a special
meeting of shareholders.
11. Notice of any meeting of shareholders or any irregularity in any such
meeting or in the notice thereof may be waived by any shareholder, the duly
appointed proxy of such shareholder or any other person entitled to attend
the meeting of shareholders on behalf of such shareholder, in any manner
and such waiver may be validly given either before or after the meeting to
which such waiver relates. Attendance of any shareholder, duly appointed
proxy of any shareholder or any other person entitled to attend the meeting
of shareholders on behalf of such shareholder shall be deemed to constitute
a waiver of notice of the meeting, except where that person at the opening
of business of the meeting states to the meeting that his attendance at the
meeting is solely for the purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called.
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12. A quorum for any meeting of shareholders shall be constituted only if
shareholders holding fifty-one (51%) percent of the total number of issued
shares of the Corporation for the time being enjoying voting rights at such
meeting are present or represented by proxy or other representative. If a
quorum is present when the meeting is called to order, then a quorum shall
be deemed to be constituted throughout the continuance of the meeting. If a
quorum is not present at the time and place fixed for the meeting in the
notice thereof, the meeting shall, without further action, stand adjourned
to be convened on the same day of the following week at the same place and
at the same time and those present at the adjourned meeting shall
constitute a quorum.
13. The Chairman, if any of the Board or in his absence the President, or in
his absence, any Vice-President shall preside as Chairman of every meeting
of shareholders of the Corporation. If there is no such Chairman, or if at
any meeting he is not present within thirty (30) minutes after the time
appointed for holding the meeting or is unwilling to act as Chairman, the
shareholders present shall endorse someone of their number to be Chairman
of the meeting.
14. The Chairman of the meeting may with the consent of the meeting adjourn any
meeting of shareholders from time to time to a fixed time and place and,
subject to the Act, no notice of the time and place for the holding of the
adjourned meeting shall be required if the adjourned meeting is held in
accordance with the terms of adjournment and if a quorum as constituted at
the time of adjournment is present thereat. If there is not a quorum as so
constituted present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment. Any business may
be brought or dealt with at any adjourned meeting which might have been
brought before or dealt with at the original meeting in accordance with the
notice calling the same.
15. Voting at a meeting of shareholders shall be by show of hands except where
a ballot is demanded by a shareholder or proxyholder entitled to vote at
the meeting, and in the case of an equality of votes the Chairman of the
meeting shall both on a show of hands and on a ballot have a second or
casting vote in addition to the vote or votes to which he may be entitled
as a shareholder.
At a meeting, unless a ballot is demanded, a declaration by the Chairman of
the meeting that a resolution has been carried or carried unanimously or by
any particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against the motion.
16. (1) Votes at meetings of shareholders may be given either personally or
by proxy. At every meeting at which he is entitled to vote every
shareholder present in person shall have one (1) vote on a show of
hands. Upon a ballot on which he is entitled to vote every shareholder
present in person or by proxy shall have one vote for every share
registered in his name.
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(2) The directors may from time to time pass regulations regarding the
lodging of instruments appointing a proxy at some place or places
other than the place at which a meeting or adjourned meeting of
shareholders is to be held and for particulars of such instruments to
be telegraphed, cabled, telexed, telecopied or sent in writing before
the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such
particulars and providing that instruments appointing a proxy so
lodged may be voted upon as though the instruments themselves were
produced at the meeting or adjourned meeting and votes given in
accordance with such regulations shall be valid and shall be counted.
The Chairman of any meeting of shareholders may, subject to any
regulations made as aforesaid, in his discretion accept telegraphic,
cable, telex, telecopied or written communication as to the authority
of anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority
has been lodged with the Corporation, and any votes given in
accordance with such telegraphic, cable, telex, telecopied or written
communication accepted by the Chairman of the meeting shall be valid
and shall be counted.
17. (1) A resolution in writing signed by all the shareholders entitled to
vote on that resolution at a meeting of shareholders is as valid as if
it had been passed at a meeting of shareholders.
(2) A resolution in writing dealing with all the matters required by the
Act to be dealt with at a meeting of shareholders, and signed by all
the shareholders entitled to vote at the meeting, satisfies all the
requirements of the Act relating to meetings of shareholders.
(3) Resolutions in writing contemplated by this section 17 may be signed
in several counterparts, which counterparts together shall constitute
a single resolution in writing.
DIRECTORS
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18. The Board shall consist of such number of directors as may be specifically
fixed from time to time by resolution of the directors. The Board shall
manage or supervise the management of the affairs and business of the
Corporation and may exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation and which are not by
the Act or other statute, the articles, the by-laws or any special
resolution of the Corporation expressly directed or required to be done in
some other manner.
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Where there is a vacancy or vacancies on the Board, the remaining directors
may exercise all the powers of the Board so long as a quorum of the Board
remains in office.
19. The term of office for a director shall be from the date of the meeting at
which he is elected until the annual meeting next following; provided that
a retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such
meeting was called for the purpose of removing him from office as a
director in which case the director so removed shall vacate office
forthwith upon the passing of the resolution for his removal. Retiring
directors, if qualified, are eligible for re-election.
Whenever at any election of directors of the Corporation the full number of
directors is not elected by reason of the disqualification, the refusal to
act or the failure to consent to act as a director or the death of any
nominee or nominees, the directors elected may exercise all powers of the
Board so long as the number of directors so elected constitutes a quorum.
MEETINGS OF DIRECTORS
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20. Meetings of the Board and of any committee of the Board may be held at any
place within or outside Canada. A meeting of the Board may be convened by
the Chairman of the Board (if any), the President or any two (2) directors
at any time and the Secretary shall upon direction of any of the foregoing
convene a meeting of the Board. Except as otherwise provided by the Act and
the by-laws, the directors either as a Board or as a committee thereof may
convene, adjourn and otherwise regulate their meetings as they think fit.
21. Notice of the time and place of each meeting of the Board shall be given in
the manner provided in paragraph 30 hereof to each director, in the case of
notice given by personal delivery or by telecopier, telex, telegram or
cable, not less than forty-eight (48) hours before the time when the
meeting is so held, and in the case of notice given by mail, not less than
ninety-six (96) hours before the time when the meeting is to be held;
provided that meetings of the Board or of any committee of the Board may be
held at any time without formal notice if all the directors are present
(including present by way of telephone participation) or if all the absent
director waive notice.
For the first meeting of the Board to be held immediately following the
election of directors at an annual or general meeting of the shareholders
or for a meeting of the Board at which a director is appointed to fill a
vacancy in the Board, no notice need be given to the newly elected or
appointed director or directors in order for the meeting to be duly
constituted, provided a quorum of the directors is present.
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22. Notice of any meeting of the Board shall state in reasonable detail the
business to be conducted at the meeting.
23. Notice of any meeting of the Board or any irregularity in any meeting or in
the notice thereof may be waived by any director in any manner, and such
waiver may be validly given either before or after the meeting to which
such waiver relates.
24. Unless otherwise determined by a resolution of the directors, a minimum of
three (3) directors of the Corporation shall constitute a quorum for any
meeting of the Board. If a quorum is present when the meeting is called to
order, then a quorum shall be deemed to be constituted throughout the
continuance of the meeting. If a quorum is not present at the time and
place fixed for the meeting in the notice thereof, the meeting shall,
without further action, stand adjourned to be convened on the same day of
the following week at the same place and at the same time and those present
at the adjourned meeting shall constitute a quorum.
25. The Chairman, if any, of the Board, or in his absence the President, or in
his absence, any Vice-President, shall preside as Chairman of every meeting
of directors of the Corporation, but if at any meeting the Chairman is not
present within thirty (30) minutes after the time appointed for holding the
same, the directors present may choose one of their number to be Chairman
of the meeting.
26. The Chairman of a meeting may with the consent of the meeting adjourn any
meeting of the Board from time to time to a fixed time and place and
subject to the Act no notice of the fixed time and place for the holding of
the adjourned meeting shall be required if the adjourned meeting is held in
accordance with the terms of the adjournment and if a quorum as constituted
at the time of adjournment is present thereat. If there is not a quorum as
so constituted present at the adjourned meeting, the original meeting shall
be deemed to have terminated forthwith after its adjournment. Any business
may be brought before or dealt with at any adjourned meeting which might
have been brought before or dealt with at the original meeting in
accordance with the notice calling the same.
27. Decisions of the directors shall be determined by a majority of votes of
the directors present, and in the case of an equality of votes the Chairman
of the meeting shall have a second and casting vote.
28. (1) A resolution in writing, signed by all the directors entitled to
vote on that resolution at a meeting of directors is as valid as if it
had been passed at a meeting of directors.
(2) A resolution in writing, signed by all the directors entitled to vote
on that resolution at a meeting of directors, satisfies all the
requirements of the Act relating to meetings of directors.
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(3) Resolutions in writing contemplated by this section 28 may be signed
in several counterparts, which counterparts together shall constitute
a single resolution in writing.
VOTING SECURITIES IN OTHER BODIES CORPORATE
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29. All securities of any other body corporate carrying voting rights held from
time to time by the Corporation may be voted at all meetings of
shareholders, bondholders, debentureholders or holders of such securities,
as the case may be, of such other body corporate, in such manner and by
such person or persons as the Board shall from time to time determine by
resolution. Any two officers of the Corporation (or where the Corporation
has only one officer, that officer) may also from time to time execute and
deliver for and on behalf of the Corporation proxies and/or arrange for the
issuance of voting certificates and/or other evidence of the right to vote
in such names as they may determine without the necessity of a resolution
or other action by the Board.
NOTICES
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30. Any notice (which includes any communication or document) to be given
(which term includes sent, delivered or served) pursuant to the Act, the
articles, the by-laws or otherwise to a shareholder, director, officer,
auditor or member of a committee of the Board shall be sufficiently given
if delivered personally to the person to whom it is to be given or if
delivered to his latest address as shown on the records of the Corporation
or if mailed to him at his said address by prepaid ordinary or airmail or
if sent to him by telex, telecopier, telegram or cablegram. A notice so
delivered shall be deemed to have been given when it is delivered
personally or to the said address as aforesaid; a notice so mailed shall be
deemed to have been given when deposited in a post office or public letter
box; a notice so sent by telex, telecopier, telegram or cablegram shall be
deemed to have been given when dispatched or when delivered to the
appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor, or member of a
committee of the Board in accordance with any information which he
reasonably believes to be reliable.
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31. In computing the time when notice must be given under any provision
requiring a specific number of hours notice of any meeting or other event,
the hour of giving the notice and the hour of commencement of the meeting
shall be excluded, and in computing the date when notice must be given
under any provision requiring a specified number of days notice of any
meeting or other event, the date of giving the notice shall be excluded and
the date of the meeting or other event shall be included.
32. Where notices or other documents required to be given by the Corporation to
its shareholders have been mailed to a shareholder at his latest address as
shown on the records of the Corporation and where, on three (3) consecutive
occasions, notices or other documents have been returned by the post office
to the Corporation, the Corporation is not required to mail to the
shareholder any further notices or other documents until such time as the
Corporation receives written notice from the shareholder requesting that
notices and other documents be sent to the shareholder at a specified
address.
33. All notices or other documents shall, with respect to any shares in the
capital of the Corporation registered in more than one name, be given to
whichever of such persons is named first in the records of the Corporation
and any notice or other document so given shall be sufficient notice of
delivery of such document to all the holders of such shares.
34. Every person who by operation of law, transfer or by any other means
whatsoever shall become entitled to any shares in the capital of the
Corporation, shall be bound by every notice or other document in respect of
such shares which prior to his name and address being entered on the
records of the Corporation shall have been given to the person or persons
from whom he derives his title to such shares.
35. Any notice or other document given by post shall, notwithstanding that such
shareholder be then deceased and whether or not the Corporation has notice
of his decease, be deemed to have been duly served in respect of the shares
held by such shareholder (whether held solely or with other persons) until
some other person be entered in his stead in the records of the Corporation
as the holder or one of the holders thereof and such service shall for all
purposes be deemed a sufficient service of such notice or other document on
his heirs, executors or administrators and all persons (if any), interested
with him in such shares.
36. The signature of any director or officer of the Corporation to any notice
may be written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
37. A certificate of any officer of the Corporation in office at the time of
the making of the certificate or of a transfer officer or any transfer
agent or branch transfer agent of shares to any class of the Corporation as
to facts in relation to the mailing or delivery or service of any notice or
other document to any shareholder, director, officer or auditors or
publication of any notice or other document shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer or
auditor of the Corporation, as the case may be.
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38. A special general meeting and the annual general meeting of shareholders of
the Corporation may be convened by one and the same notice, and it shall be
no objection to the said notice that it only convenes the second meeting
contingently on any resolution being passed by the requisite majority at
the first meeting.
FISCAL YEAR
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39. The fiscal year of the Corporation shall terminate on such day in each year
as the Board may from time to time by resolution determine.
ENACTED by the Board the 25th day of February, 1997.
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President Secretary
CONFIRMED by the shareholders in accordance with the Act on the 25th day of
February, 1997.
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Secretary