Full Press Release Details
GENERAL BY-LAW 2020-1
| 1 - DEFINITIONS | 1 |
| 1.1 Definitions | 1 |
| 1.2 Interpretation | 1 |
| 1.3 Execution in Counterpart, by Facsimile and by Electronic Signature | 1 |
| 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 | 3 |
| 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 | 5 |
| 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 | 8 |
| 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 | 9 |
| 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 | 12 |
| 7.7 Waiver of Notice | 13 |
| 7.8 Record Date for Notice | 13 |
| 7.9 Chair and Secretary | 13 |
| 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 | 15 |
| 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 | 16 |
| 8.4 Securities Register | 16 |
| 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 | 18 |
| 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 | 19 |
| 9.1 Dividends | 19 |
| 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 | 20 |
| 10.1 Method of Giving Notices | 20 |
| 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 | 21 |
| 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
2 - GENERAL BUSINESS
The head office of the Corporation must be permanently located in
Quebec. The Corporation may relocate its head office in accordance with the Act.
In addition to its head office, the Corporation may establish and
maintain other establishments, offices, places of business and branches both within and outside Quebec, as the Board may determine
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 be March 31 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 thereby provided.
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
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 such delegation.
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
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.
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.
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
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.
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.