EXHIBIT 3.26
BY-LAW NO. 1
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A By-law relating generally
to the transaction of the
business and affairs of
NORTH AMERICAN STRUCTURES LTD.
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COOK, DUKE, COX, TOD & KENNY
BY-LAW NO. 1
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TABLE OF CONTENTS
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AND
BUSINESS CORPORATIONS ACT REFERENCE
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Section
Section of Act as at
of By-law Page Feb. 1/82
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SECTION ONE - INTERPRETATION
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Definitions 1.1 1 1
Interpretation 1.2 1 -
Conflict with Act 1.3 1 -
Conflict with Documents 1.4 1 -
Headings 1.5 2 -
SECTION TWO - DIRECTORS AND BOARD
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Calling of Meeting 2.1 2 99, 109
Notice of Meetings 2.2 2 109, 246
Telecommunication 2.3 2 109
Consent Resolution 2.4 2 112
Casting Vote 2.5 2 -
Committees of Directors 2.6 2 110
Corporate Seal 2.7 2 23
Execution of Instruments 2.8 3 -
Dividends 2.9 3 -
SECTION THREE - OFFICERS
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Appointment 3.1 3 116
Chairman of the Board 3.2 4 -
President 3.3 4 -
Vice-President 3.4 4 -
Managing director 3.5 4 110
Secretary 3.6 4 -
Treasurer 3.7 5 -
Other Officers 3.8 5 -
Variation of Powers and Duties 3.9 5 116
Removal and Discharge 3.10 5 116
Term of Office 3.11 5 -
Signed for identification this 28th day of October, A.D. 1988
By: /s/ Roger Gouin
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ROGER GOUIN
President
Table of Contents Page 2
Section Section
of By-law Page of Act
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SECTION FOUR - SHAREHOLDERS AND SHARES
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Telecommunication Meetings 4.1 5 126
Persons Entitled to be Present 4.2 5 105, 129, 246
Chairman 4.3 6 -
Secretary of Meeting 4.4 6 -
Chairman's Casting Vote 4.5 6 -
Chairman's Declaration 4.6 6 -
Voting by Ballot 4.7 6 135
Scrutineers 4.8 7 -
Joint Shareholders 4.9 7 134
Vote by Joint Shareholders 4.10 7 134
Proxy 4.11 7 141, 142, 143
SECTION FIVE - INDEMNIFICATION
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Indemnification of Directors
and Officers 5.1 8 119
Indemnification of Others 5.2 9 119
Right of Indemnity not Exclusive 5.3 9 -
SECTION SIX - GENERAL
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Notices 6.1 9 246
Waiver of Notice 6.2 10 248
Notice to Joint Shareholders 6.3 10 -
Signature on Notice 6.4 10 -
BY-LAW NO. 1
A By-law relating generally to the
transaction of the business and affairs
of NORTH AMERICAN STRUCTURES LTD.
SECTION ONE - INTERPRETATION
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1.1 Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:
(a) "Act" means The Business Corporations Act, Statutes of Alberta 1981,
Chapter B-15 as amended from time to time, and any Statute that may be
substituted therefor, as amended from time to time;
(b) "appoint" includes "elect" and vice versa;
(c) "Board" means the board of directors of the Corporation;
(d) "By-laws" means this By-law and all other by-laws of the Corporation
from time to time in force and effect;
(e) "Corporation" means the Corporation which has adopted these By-laws
and to which the same apply.
(f) "shareholder" means a shareholder of the Corporation.
1.2 Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.
1.3 Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.
1.4 Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.
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1.5 Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.
SECTION TWO - DIRECTORS AND BOARD
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2.1 Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.
2.2 Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy-two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.
2.3 Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.
2.4 Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing or by means of telecommunication with
respect to which a written record is made.
2.5 Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.
2.6 Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.
2.7 Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.
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2.8 Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.
2.9 Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.
SECTION THREE - OFFICERS
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3.1 Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
or more assistants to any of the officers so appointed. Subject to those powers
and authority which by law may only be exercised by the directors, the officers
of the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not be, a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or
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employee to any other officer or employee or to any director of the Corporation.
3.2 Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.
3.3 President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.
3.4 Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice-President has
been appointed, the Vice-President first appointed, shall also have the powers
and duties of the office of President.
3.5 Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.
3.6 Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed a11 notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.
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3.7 Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.
3.8 Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. 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 otherwise direct.
3.9 Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.
3.10 Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.
3.11 Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.
SECTION FOUR - SHAREHOLDERS AND SHARES
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4.1 Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).
4.2 Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor
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(if any) of the Corporation and others who, although not entitled to vote, are
entitled or required under any provision of the Act or the articles or By-laws
to be present at the meeting. Any other persons may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.
4.3 Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:
(a) The Chairman of the Board;
(b) The President;
(c) Any Vice-President (and where more than one Vice-President is present
at the meeting, then the priority to act as chairman as between them
shall be in order of their appointment to the office of
Vice-President).
If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one of their number then present to be chairman of
that meeting.
4.4 Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.
4.5 Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.
4.6 Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a 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.
4.7 Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting an the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in
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respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles. The
declaration by the chairman of the meeting that the vote upon the question has
been carried, or carried unanimously or by a particular majority, or lost or not
carried by a particular majority and an entry in the minutes of the meeting
shall be prima facie evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against any resolution or question.
4.8 Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.
4.9 Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.
4.10 Vote by Joint Shareholders. If two or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may, in the
absence of the others, vote the shares, but if two or more of those persons who
are present in person or by proxy shall fail to vote as one, the vote of such
joint shareholders shall not be recognized.
4.11 Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:
"Proxy
------
I/WE the undersigned, being (a) shareholder(s) of ___________________,
hereby nominate, constitute and appoint ___________________________________, or
in the absence of __________________________________, as my/our attorney,
representative and/or proxy-holder with full power and authority to attend,
vote and otherwise act for me/our in my/our name and on my/our behalf at the
annual (or special) meeting of shareholders of the Corporation, to be held at
_____________________________, on the _______________ day of __________________,
19__, and at any and all adjournments thereof, with full power of substitution,
and I/WE, the undersigned, hereby revoke all other proxies given by me/us, the
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undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.
Given this _________ day of ___________________, 19_____.
________________________________________
________________________________________
_______________________________________"
SECTION FIVE - INDEMNIFICATION
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5.1 Indemnification of directors and officers.
(a) Except in respect of an action by or on behalf of the Corporation or
body corporate procure a judgment in its favour, the Corporation shall
indemnify a director or officer of the Corporation, a former director
or officer of the Corporation 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 his
heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, 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 that
Corporation or body corporate, 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 monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
(b) The Corporation may with the approval of the Court indemnify a person
referred to in subparagraph (a) in respect of an action by or on
behalf of the Corporation or body corporate to procure a judgment in
its favour, to which he is made a party by reason of being or having
been a director or an officer of the Corporation or body corporate,
against all costs, charges and expenses reasonably incurred by him in
connection with the action
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if he fulfills the conditions set out in subparagraphs (a) (i) and
(ii).
5.2 Indemnification of Others. Subject to subparagraph 5.l(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful.
5.3 Riqht of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.
SECTION SIX - GENERAL
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6.1 Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.
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6.2 Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.
6.3 Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.
6.4 Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.