Full Press Release Details
| 1 - DEFINITIONS | 1 | |||||||
| 1.1 | Definitions | 1 | ||||||
| 1.2 | Interpretation | 1 | ||||||
| 1.3 | Execution in Counterpart, by Facsimile and by Electronic Signature | 2 | ||||||
| 2 - GENERAL BUSINESS | 2 | |||||||
| 2.1 | Head Office | 2 | ||||||
| 2.2 | Establishment | 2 | ||||||
| 2.3 | Seal | 2 | ||||||
| 2.4 | Fiscal Year | 2 | ||||||
| 2.5 | Execution of Instruments | 2 | ||||||
| 2.6 | Banking Arrangements | 2 | ||||||
| 2.7 | Voting Rights in Other Bodies Corporate | 3 | ||||||
| 3 - DIRECTORS | 3 | |||||||
| 3.1 | Duties and Powers | 3 | ||||||
| 3.2 | Delegation | 3 | ||||||
| 3.3 | Qualifications of Directors | 3 | ||||||
| 3.4 | Number of Directors | 4 | ||||||
| 3.5 | Quorum | 4 | ||||||
| 3.6 | Election and Term | 4 | ||||||
| 3.7 | Removal of Directors | 4 | ||||||
| 3.8 | Cessation of Office | 5 | ||||||
| 3.9 | Resignation | 5 | ||||||
| 3.10 | Vacancies | 5 | ||||||
| 3.11 | Meetings by Telephone, Electronic or other Communication Facility | 5 | ||||||
| 3.12 | Attendance | 5 | ||||||
| 3.13 | Place of Meetings | 5 | ||||||
| 3.14 | Calling of Meetings | 6 | ||||||
| 3.15 | Notice of Meetings | 6 | ||||||
| 3.16 | First Meeting of New Board | 6 | ||||||
| 3.17 | Adjourned Meeting | 6 | ||||||
| 3.18 | Votes to Govern | 6 | ||||||
| 3.19 | Dissent | 6 | ||||||
| 3.20 | Resolution in Writing | 7 | ||||||
| 3.21 | Chairperson and Secretary | 7 | ||||||
| 3.22 | Remuneration and Expenses | 7 | ||||||
| 3.23 | Duty of Loyalty and Conflict of Interest | 7 | ||||||
| 3.24 | Contracts or Transactions - Disclosure of Interest | 8 | ||||||
| 3.25 | Contracts or Transactions Votes | 9 | ||||||
| 4 - COMMITTEES | 9 | |||||||
| 4.1 | Committees of the Board | 9 |
| 4.2 | Procedure | 9 | ||||||
| 5 - OFFICERS | 9 | |||||||
| 5.1 | Appointment of Officers | 9 | ||||||
| 5.2 | Agents and Attorneys | 10 | ||||||
| 5.3 | Disclosure of Interest | 10 | ||||||
| 5.4 | End of Mandate | 10 | ||||||
| 6 - PROTECTION OF DIRECTORS AND OFFICERS | 10 | |||||||
| 6.1 | Indemnity of Directors and Officers | 10 | ||||||
| 6.2 | Insurance | 11 | ||||||
| 7 - MEETINGS OF SHAREHOLDERS | 11 | |||||||
| 7.1 | General Business | 11 | ||||||
| 7.2 | Annual Meetings | 11 | ||||||
| 7.3 | Special Meetings | 12 | ||||||
| 7.4 | Place of Meetings | 12 | ||||||
| 7.5 | Participation in Meetings by Electronic Means | 12 | ||||||
| 7.6 | Notice of Meetings | 13 | ||||||
| 7.7 | Waiver of Notice | 13 | ||||||
| 7.8 | Record Date for Notice | 13 | ||||||
| 7.9 | Chair and Secretary | 14 | ||||||
| 7.10 | Procedure | 14 | ||||||
| 7.11 | Persons Entitled to be Present | 14 | ||||||
| 7.12 | Quorum | 14 | ||||||
| 7.13 | Right to Vote | 14 | ||||||
| 7.14 | Proxies and Representatives | 14 | ||||||
| 7.15 | Joint Shareholders | 15 | ||||||
| 7.16 | Votes to Govern | 15 | ||||||
| 7.17 | Casting Vote | 15 | ||||||
| 7.18 | Show of Hands | 15 | ||||||
| 7.19 | Ballots | 15 | ||||||
| 7.20 | Adjournment | 16 | ||||||
| 7.21 | Storage of Ballots and Proxies | 16 | ||||||
| 8 - SHARES AND CERTIFICATES | 16 | |||||||
| 8.1 | Issuance of Shares | 16 | ||||||
| 8.2 | Payment of Shares | 16 | ||||||
| 8.3 | Unpaid Shares | 17 | ||||||
| 8.4 | Securities Register | 17 | ||||||
| 8.5 | Register of Transfer | 17 | ||||||
| 8.6 | Registration of Transfer | 17 | ||||||
| 8.7 | Registered Ownership | 18 | ||||||
| 8.8 | Share Certificates | 18 | ||||||
| 8.9 | Certificated Shares | 18 |
| 8.10 | Uncertificated Shares | 19 | ||||||
| 8.11 | Replacement of Share Certificates | 19 | ||||||
| 8.12 | Joint Shareholders | 19 | ||||||
| 8.13 | Deceased Shareholders | 19 | ||||||
| 8.14 | Delegation | 19 | ||||||
| 9 - DIVIDENDS AND RIGHTS | 20 | |||||||
| 9.1 | Dividends | 20 | ||||||
| 9.2 | Dividend Cheques | 20 | ||||||
| 9.3 | Non-receipt or Loss of Cheques | 20 | ||||||
| 9.4 | Record Date for Dividends and Rights | 20 | ||||||
| 9.5 | Unclaimed Dividends | 20 | ||||||
| 10 - NOTICES | 21 | |||||||
| 10.1 | Method of Giving Notices | 21 | ||||||
| 10.2 | Notice to Joint Shareholders | 21 | ||||||
| 10.3 | Undelivered Notices | 21 | ||||||
| 10.4 | Omissions and Errors | 21 | ||||||
| 10.5 | Persons Entitled by Death or Operation of Law | 21 | ||||||
| 10.6 | Waiver of Notice | 22 | ||||||
| 11 - MISCELLANEOUS | 22 | |||||||
| 11.1 | Declarations to the Enterprise Register | 22 | ||||||
| 11.2 | Enactment, Repeal and Amendment of the By-Law | 22 |
In this By-law, and all other By-laws of the Corporation,
unless the context indicates otherwise:
Subject to the Act, any notice, resolution, requisition, statement or other document required or permitted to be executed for the purposes of
the Act, may be signed by way of electronic signature, by way of a facsimile signature or by way of signing several similar documents by one or more Persons, and those documents, when duly signed by all Persons required or permitted to sign, as
appropriate, shall constitute a single document for the purposes of the Act.
2 - GENERAL BUSINESS
The head office of the Corporation must be permanently located in Qu bec. The Corporation may relocate its head office in accordance
In addition to its head office, the Corporation may establish and maintain other establishments, offices, places of business and branches both
within and outside Qu bec, as the Board may determine from time to time.
The Corporation may have a seal, which shall be adopted and may be changed by the Board. The absence of a seal on a document of the
Corporation does not render the document invalid.
The fiscal year end of the Corporation shall end on the last day of February or be as determined from time to time by the Board.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed on behalf of the Corporation by any
Director or officer of the Corporation. In addition, 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.
Notwithstanding the foregoing, the secretary or any other officer or any Director may sign certificates and similar instruments (other than
share certificates) on the Corporation s behalf with respect to any factual matters relating to the Corporation s business and affairs, including certificates verifying copies of the Articles,
By-laws, resolutions and minutes of meetings of the Corporation.
The banking business of the Corporation, or any part or division of the Corporation, shall be transacted with such bank, trust company or
other firm or body corporate as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation s behalf by such one or more officers or other
Persons as the Board may designate, direct or authorize from time to time and to the extent
Except as otherwise provided by the Board, any Director or officer has the full power to represent the Corporation, and more
particularly to vote all of the shares or other securities carrying voting rights of any other entity held from time to time by the Corporation, at any and all meetings of shareholders, bondholders, debentureholders or holders of other securities
(as the case may be) of such other entity and exercise all other rights attached to the said shares or securities as if he were the owner thereof. The Board may, from time to time, appoint any other Person for the same purpose.
The Board exercises all the powers necessary to manage, or supervise the management of the business and affairs of the Corporation. Subject to
the Act, the Board shall exercise its powers by or pursuant to a resolution passed at a meeting of the Board at which a quorum is present or approved in writing by all Directors in office.
Without limiting the foregoing, the Board may, on behalf of the Corporation:
Subject to the Act, the Articles and any By-laws, the Board may from time to time delegate to a
Director, a committee of the Board or an officer or such other person or persons so designated by the Board all or any of the powers conferred on the Board by the Act to such extent and in such manner as the Board shall determine at the time of each
Any natural person may be a Director of the Corporation unless such a person is less than eighteen (18) years of age, is under
guardianship or curatorship, is of unsound mind and has been so found by a court in Canada or elsewhere, is a person for whom the court prohibits the exercise of this function, or has the status of bankrupt. A Director is not required to hold
shares of the Corporation.
The Board of Directors of the Corporation shall be made up of a minimum and a maximum number of Directors as indicated in the Articles of the
Corporation as amended from time to time. The exact number of Directors shall be established from time to time by resolution of the Board.
A majority of the Directors in office constitutes a quorum at any meeting of the Board. In the absence of a quorum within the first fifteen
(15) minutes following the start of the meeting, the Directors may only deliberate on the meeting s adjournment. A quorum of Directors may exercise all the powers of the Board despite any vacancy on the Board.
Directors shall be elected by the shareholders at the first Shareholders Meeting and at each subsequent annual meeting at which an election of
Directors is required, by an ordinary resolution adopted by a majority of the votes cast by shareholders able to vote on such resolution, and shall hold office until the next annual Shareholders Meeting or, if elected for an expressly stated term,
for a term expiring no later than three (3) years following the election. The election need not be by ballot unless a ballot is demanded by any shareholder or required by the chairperson in accordance with section 7.19. If an election of
Directors is not held at an annual Shareholders Meeting at which such election is required, the incumbent Directors shall continue in office until their resignation, replacement or removal.
If shareholders holding a certain class or series of shares have an exclusive right to elect one or more Directors, such number of Directors
shall be elected by the majority of votes cast by the holders of such class or series of shares.
If permitted by the articles, the
Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual Shareholders Meeting, provided the total number of Directors so appointed does not exceed one-third (1/3) of the number of Directors elected at the annual Meeting of Shareholders preceding their appointment.
Subject to the Act, the shareholders may, by ordinary resolution passed by a majority of votes cast at a special Shareholders Meeting duly
called for that purpose, remove any Director or Directors. If holders of any class or series of shares have an exclusive right to elect one or more Directors, a Director so elected may only be removed by ordinary resolution of such holders.
A Director whose removal is to be proposed at a Shareholders Meeting must be informed of the time and place of the meeting within the same
delays as those prescribed for the calling of such meeting. Such Director may attend the meeting and be heard or, if not in attendance, may explain, in a written statement read by the person presiding over the meeting or made available to the
shareholders before or at the meeting, why he opposes the resolution proposing his removal.
Any vacancy created by the removal of a Director may be filled by a resolution of the
shareholders at the Shareholders Meeting at which the Director is removed or, if it is not, at a subsequent meeting of the Board. If the holders of any class or series of shares have an exclusive right to elect one or more Directors and a vacancy
occurs among these Directors, the vacancy may be filled by the holders of that class or series of shares by ordinary resolution at the Shareholders Meeting at which the Director is removed or, if it is not, by the remaining Directors elected by the
holders of that class or series of shares, if there are such remaining Directors.
A Director ceases to hold office when he dies, resigns, is removed, becomes disqualified from holding office or otherwise no longer meets the
requirements to hold office as specified by the Act.
A Director may resign from office by delivering or sending a written notice to the Corporation and such resignation becomes effective at the
time the Director s written resignation is received by the Corporation or at the time specified in the notice, whichever is later.
Subject to the Act or to the Articles, a quorum of Directors may fill a vacancy on the Board.
If there is no quorum of Directors, or if there has been a failure to elect the number or minimum number of Directors required by the
Articles, the Directors then in office must without delay call a special Shareholders Meeting to fill the vacancies on the Board. If the Directors refuse or fail to call a meeting or if there are no Directors then in office, the meeting may be
called by any shareholder.
A Director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor and
remains in office until his successor is elected or nominated.
A Director may participate in a meeting of the Board or of a committee of the Board by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately with each other during the meeting. A Director who participates in such meeting by such means is deemed to be present at that meeting.
In addition to the Directors having to attend meetings of the Board, other Persons may also attend as needed, with the authorization of the
chairperson of the meeting or the majority of the Directors present at that meeting.
Meetings of the Board are held at the registered office of the Corporation or at any other place within or outside of Qu bec.
Meetings of the Board shall be held from time to time at such place, on such day and at such time as the Board, the chairperson of the Board,
the president, the secretary or any two Directors may determine. Meetings are called by the chairperson of the Board, the president or two Directors or by the secretary upon being asked to call such a meeting by the chairperson of the Board, the
president or two Directors.
The notice stating the time and place of the meeting and specifying any matter to be dealt with relating to powers which the Board may not
delegate, shall be given to each Director at least forty-eight (48) hours before the meeting is to occur. In the event of an emergency, such time limit shall be shortened to twenty-four (24) hours. This notice does not have to be
Any Director may waive a notice of a meeting of the Board. Attendance of a Director at a meeting of the Board
constitutes a waiver of notice of such meeting unless the Director attends such meeting for the sole purpose of objecting to the holding of the meeting on the grounds that it was not duly called.
Provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting following the Shareholders
Meeting at which such Board is elected.
Whether or not there is quorum, any meeting of the Board may be adjourned from time to time by a vote of a majority of the Directors who are
present and subsequently resumed without the requirement that a new notice be given, if the time and place of the adjourned meeting is announced at the same time as the adjournment.
At the adjourned meeting, the Board may validly transact business in accordance with the terms established at the time of the adjournment
provided that there is a quorum. The Directors who constituted a quorum at the original meeting do not have to constitute the quorum at the adjourned meeting. If there is no quorum at the adjourned meeting, the meeting is deemed to have ended
immediately after the adjournment.
Subject to the Act, at all meetings of the Board, any question shall be decided by a majority of the votes cast on the question and, in the
case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote. Any question at a meeting of the Board shall be decided by a show of hands unless a ballot is required or demanded.
A Director who is present at a meeting of the Board or a committee of the Board is deemed to have consented to any resolution passed at the
A Director is not entitled to dissent after voting for or consenting to a resolution.
A Director who was not present at a meeting at which a resolution was passed is deemed to have consented to the resolution unless he delivers
a written dissent to the chairperson of the Board, sends it to the chairperson of the Board by any means providing proof of the date of receipt or delivers it to the head office of the Corporation within seven (7) days after becoming aware of
A resolution in writing, signed by all the Directors entitled to vote thereon is as valid as if it had been passed at a meeting of the Board
or, as the case may be, of a committee of the Board. A copy of the resolution must be kept with the minutes of the meetings and the resolutions of the Board and its committees.
The chairperson of the Board or, in the chairperson s absence, the president or, in the president s absence, a vice-president, shall
be chairperson of any meeting of the Board. If none of these officers are present, the Directors present shall choose one of their number to be chairperson. The secretary of the Corporation shall act as secretary at any meeting of the Board and, if
the secretary of the Corporation is absent, the chairperson of the meeting shall appoint a Person, who need not be a Director, to act as secretary of the meeting.
The Directors shall be paid such remuneration for their services as Directors as the Board may from time to time authorize. In addition, the
Board may authorize, by resolution, a special remuneration to a Director who executes specific or additional duties on behalf of the Corporation. The Directors shall also be entitled to be paid in respect of travelling and other expenses properly
incurred by them in attending meetings of the Board or any committee thereof or in otherwise serving the Corporation. Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration
Subject to the Act, the Directors are bound by the same obligations as are imposed by the Civil Code of Qu bec (Qu bec)
on any Director of a legal person. Consequently, in the exercise of their functions, the Directors are duty-bound toward the Corporation to act with prudence and diligence, honesty and loyalty and in the interest of the Corporation.