ACE AVIATION HOLDINGS INC.
BY-LAW NO. 1
SECTION 1.1 DEFINITIONS
As used in this by-law, the following terms have the following meanings:
"ACT" means the Canada Business Corporations Act and the regulations under
the Act, all as amended, re-enacted or replaced from time to time.
"CORPORATION" means ACE Aviation Holdings Inc.
"PERSON" means a natural person, partnership, limited partnership, limited
liability partnership, corporation, limited liability corporation,
unlimited liability corporation, joint stock company, trust,
unincorporated association, joint venture or other entity or governmental
entity, and pronouns have a similarly extended meaning.
"RECORDED ADDRESS" means (i) in the case of a shareholder or other
securityholder, the shareholder's or securityholder's latest address as
shown in the records of the Corporation, (ii) in the case of joint
shareholders or other joint securityholders, the address appearing in the
records of the Corporation in respect of the joint holding or, if there is
more than one address in respect of the joint holding, the first address
that appears, and (iii) in the case of a director, officer or auditor, the
person's latest address as shown in the records of the Corporation or, if
applicable, the last notice filed with the Director under the Act,
whichever is the most recent.
Terms used in this by-law that are defined in the Act have the meanings
given to such terms in the Act.
SECTION 1.2 INTERPRETATION
The division of this by-law into articles, sections and other subdivisions
and the insertion of headings are for convenient reference only and do not
affect its interpretation. Words importing the singular number include the
plural and vice
versa. Any reference in this by-law to gender includes all genders. In this
by-law the words "including", "includes" and "include" mean "including (or
includes or include) without limitation".
SECTION 1.3 SUBJECT TO ACT AND ARTICLES
This by-law is subject to, and should be read in conjunction with, the Act
and the articles. If there is any conflict or inconsistency between any
provision of the Act or the articles and any provision of this by-law, the
provision of the Act or the articles will govern.
BUSINESS OF THE CORPORATION
SECTION 2.1 REGISTERED OFFICE
The registered office of the Corporation shall be situated in the Province
of Quebec, and at such location therein as the directors may from time to time
SECTION 2.2 FINANCIAL YEAR
The financial year of the Corporation ends on such date of each year as
the directors determine from time to time.
SECTION 3.1 NUMBER OF DIRECTORS
If the articles specify a minimum and a maximum number of directors, the
number of directors is the number, within the minimum and maximum, determined by
the directors from time to time. No decrease in the number of directors will
shorten the term of an incumbent director.
SECTION 3.2 QUALIFICATION
No person shall be qualified for election or appointment as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found
by a court in Canada or elsewhere; if he is not an individual or if he has the
status of a bankrupt. A director need not be a shareholder. A majority of
directors of the Corporation shall be resident Canadians and shall not be
officers or employees of the Corporation or its affiliates. A director shall
cease to hold office at the time and in the manner set forth in the Act, and
directors who are not officers shall also cease to hold office at the annual
meeting of shareholders immediately following an age to be determined by the
directors from time to time.
SECTION 3.3 PLACE OF MEETINGS
Meetings of directors may be held at any place in or outside Canada.
SECTION 3.4 CALLING OF MEETINGS
The chair of the board, the president, the chief executive officer or any
two or more directors may call a meeting of the directors at any time. Meetings
of directors will be held at the time and place as the persons calling the
SECTION 3.5 REGULAR MEETINGS
The directors may establish regular meetings of directors. Any resolution
establishing such meetings will specify the dates, times and places of the
regular meetings and will be sent to each director.
SECTION 3.6 NOTICE OF MEETING
Subject to this section, notice of the time and place of each meeting of
directors will be given to each director not less than 24 hours before the time
of the meeting. No notice of meeting is required for any regularly scheduled
meeting except where the Act requires the notice to specify the purpose of, or
the business to be transacted at, the meeting. Provided a quorum of directors is
present, a meeting
of directors may be held, without notice, immediately following the annual
meeting of shareholders.
The accidental omission to give notice of any meeting of directors to, or
the non-receipt of any notice by, any person, or any error in any notice not
affecting the substance of the notice, does not invalidate any resolution passed
or any action taken at the meeting.
SECTION 3.7 WAIVER OF NOTICE
A director may waive notice of a meeting of directors, any irregularity in
a notice of meeting of directors or any irregularity in a meeting of directors.
Such waiver may be given in any manner and may be given at any time either
before or after the meeting to which the waiver relates. Waiver of any notice of
a meeting of directors cures any irregularity in the notice, any default in the
giving of the notice and any default in the timeliness of the notice.
SECTION 3.8 QUORUM
Subject to Section 3.9 of this by-law, a majority of the number of
directors in office or such greater or lesser number as the directors may
determine from time to time, constitutes a quorum at any meeting of directors.
Notwithstanding any vacancy among the directors, a quorum of directors may
exercise all the powers of the directors.
SECTION 3.9 CANADIAN MAJORITY
The directors shall not transact business at a meeting, other than filling
a vacancy on the board, unless a majority of the directors present are resident
Canadians, except where:
(a) a resident Canadian director who is unable to be present approves in
writing or by telephone, electronic or other communications
facilities the business transacted at the meeting; and
(b) a majority of resident Canadian directors would have been present
had the director specified in paragraph (a) above been present at
SECTION 3.10 CONSENT TO BE ELECTED OR APPOINTED DIRECTOR
An individual who is elected or appointed to hold office as a director is
not a director and is deemed not to have been elected or appointed to hold
office as a director unless:
(a) the said individual was present at the meeting when the election or
appointment took place and the said individual did not refuse to
hold office as a director; or
(b) the said individual was not present at the meeting when the election
or appointment took place and the said individual consented to hold
office as a director in writing before the election or appointment
or within 10 days after it, or the said individual has acted as a
director pursuant to the election or appointment.
SECTION 3.11 MEETING BY TELEPHONIC, ELECTRONIC OR OTHER COMMUNICATION
A director may, if all the directors consent, participate in a meeting of
directors by means of a telephonic, electronic or other communication facility.
A director participating in a meeting by such means is deemed to be present at
the meeting. Any consent is effective whether given before or after the meeting
to which it relates and may be given with respect to all meetings of the
SECTION 3.12 CHAIR
The chair of any meeting of directors is the first mentioned of the
following officers that is a director and is present at the meeting:
(a) the chair of the board; or
(b) the president; or
(c) a vice-president (in order of seniority measured by length of
service with the Corporation).
If no such person is present at the meeting, the directors present shall choose
one of their number to chair the meeting.
SECTION 3.13 SECRETARY
The corporate secretary of the Corporation will act as secretary at
meetings of directors. If the corporate secretary is absent or has not been
appointed, the chair of the meeting will appoint a person, who need not be a
director, to act as secretary of the meeting.
SECTION 3.14 VOTES TO GOVERN
At all meetings of directors, every question shall be decided by a
majority of the votes cast.
SECTION 3.15 REMUNERATION AND EXPENSES
The directors may determine from time to time the remuneration, if any, to
be paid to a director for his services as a director. The directors are also
entitled to be reimbursed for travelling and other out-of-pocket expenses
properly incurred by them in attending directors meetings, committee meetings
and shareholders meetings and in the performance of other duties of directors.
The directors may also
award additional remuneration to any director undertaking special services on
the Corporation's behalf beyond the services ordinarily required of a director
by the Corporation.
A director may be employed by or provide services to the Corporation
otherwise than as a director. Such a director may receive remuneration for such
employment or services in addition to any remuneration paid to the director for
his services as a director.
SECTION 3.16 ADMINISTRATIVE AND STANDING RESOLUTIONS
For the purposes of establishing at any time, and amending as may be
required from time to time, the power and duties of committees of the board, of
officers of the Corporation and of such other persons and any such other
continuing administrative procedures as it may deem appropriate, the directors
may adopt resolutions not contrary to the Act or the Corporation's articles or
by-laws, which resolutions may but need not be designated as administrative
resolutions or standing resolutions.
SECTION 4.1 COMMITTEES OF DIRECTORS
The directors may appoint from their number one or more committees and
delegate to such committees any of the powers of the directors except those
powers that, under the Act, a committee of directors has no authority to
SECTION 4.2 AUDIT COMMITTEE
The directors shall appoint annually from among their number an audit
committee to be composed of not fewer than three directors all of whom shall be
independent. The audit committee shall have the powers and duties provided in
the Act and delegated to it by the board.
SECTION 4.3 PROCEEDINGS
Meetings of committees of directors may be held at any place in or outside
Canada. At all meetings of committees, every question shall be decided by a
majority of the votes cast on the question. Unless otherwise determined by the
directors, each committee of directors may make, amend or repeal rules and
procedures to regulate its meetings including: (i) fixing its quorum, provided
that the quorum may not be less than a majority of its members; (ii) procedures
for calling meetings; (iii) requirements for providing notice of meetings; (iv)
selecting a chair for a meeting; and (v) determining whether the chair will have
a deciding vote in the event there is an equality of votes cast on a question.
Subject to a committee of directors establishing rules and procedures to
regulate its meetings, Section 3.3 to Section 3.13 (inclusive) of this by-law
apply to committees of directors, with such changes as are necessary.
SECTION 4.4 REMOVAL AND VACANCIES
The directors may from time to time remove from office any member of a
committee of the board. Any vacancy that may occur in the membership of a
committee of the board shall be filled only by the directors.
SECTION 5.1 APPOINTMENT OF OFFICERS
The directors may appoint such officers of the Corporation as they deem
appropriate from time to time. The officers may include any of a chair of the
board, a president, a chief executive officer, one or more vice-presidents, a
chief financial officer, a corporate secretary and a treasurer and one or more
assistants to any of the appointed officers. No person may be the chair of the
board unless that person is a director.
SECTION 5.2 POWERS AND DUTIES
Unless the directors determine otherwise, an officer has all powers and
authority and will perform all functions and duties that are incident to his
office. An officer will have such other powers, authority, functions and duties
that are prescribed or delegated, from time to time, by the directors, or by
other officers if authorized to do so by the directors. The directors or
authorized officers may, from time to time, vary, add to or limit the powers and
duties of any officer.
SECTION 5.3 CHAIR OF THE BOARD
If appointed, the chair of the board will preside at all director meetings
and shareholder meetings. The chair of the board will have such other powers and
duties as the directors determine.
SECTION 5.4 PRESIDENT
If appointed, the president of the Corporation will have general
supervision of the business and affairs of the Corporation. The president will
have such other powers and duties as the directors determine. Subject to Section
3.12 and Section 7.14 of this by-law, during the absence or disability of the
corporate secretary or the treasurer, or if no corporate secretary or treasurer
is appointed, the president will also have the powers and duties of the office
of corporate secretary and treasurer, as the case may be.
SECTION 5.5 CORPORATE SECRETARY
If appointed, the corporate secretary will have the following powers and
duties. The corporate secretary will: (i) give or cause to be given, as and when
instructed, all notices required to be given to shareholders, directors,
officers, auditors and members of committees of directors; (ii) attend at and be
the secretary of all meetings of directors, shareholders, and committees of
directors and shall have the minutes of all proceedings at such meetings entered
in the books and records kept for that purpose; and (iii) be the custodian of
any corporate seal of the Corporation and of all books, papers, records,
documents, and instruments belonging to the Corporation, except when another
officer or agent has been appointed for that purpose. In addition, the corporate
secretary will have such other powers and duties as the directors or the
president of the Corporation determine.
SECTION 5.6 TREASURER
If appointed, the treasurer of the Corporation will have the following
powers and duties. The treasurer will: (i) ensure that the Corporation prepares
and maintains adequate accounting records in compliance with the Act; (ii) be
responsible for the deposit of money, the safekeeping of securities and the
disbursement of the funds of the Corporation; and (iii) at the request of the
directors, render an account of all the treasurer's transactions and of the
financial position of the Corporation. In addition, the treasurer will have such
other powers and duties as the directors or the president of the Corporation
SECTION 5.7 REMOVAL OF OFFICERS
The directors may remove an officer from office at any time, with or
without cause. Such removal is without prejudice to the officer's rights under
any employment contract with the Corporation.
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 6.1 LIMITATION OF LIABILITY
Subject to the Act and other applicable law, no director or officer is
liable for: (i) the acts, omissions, receipts, failures, neglects or defaults of
any other director, officer or employee; (ii) any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to
any property acquired for or on behalf of the Corporation; (iii) the
insufficiency or deficiency of any security in or upon which any of the monies
of the Corporation shall be invested; (iv) any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any of the
monies, securities or effects of the Corporation shall be deposited; or (v) any
loss occasioned by any error of judgment or oversight on his part, or for any
other loss, damage or misfortune whatever which shall happen in the execution of
the duties of his office or in relation to his office.
SECTION 6.2 INDEMNITY
Subject to the Act, the Corporation shall indemnify a director or officer
of the Corporation, a former director or officer of the Corporation or another
individual who acts or acted at the Corporation's request as a director or
officer, or an individual acting in a similar capacity, of another entity
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
Corporation or other entity. The Corporation shall advance the necessary moneys
to a director, officer or other individual for the costs, charges and expenses
of such proceeding. The indemnified individual shall repay such moneys to the
Corporation if the individual does not fulfil the following conditions:
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as a
director or officer or in a similar capacity at the Corporation's
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
The Corporation shall also indemnify such director, officer or individual
in such other circumstances as the Act permits or requires. Nothing in this
by-law shall limit the right of any such director, officer or individual
entitled to indemnity to claim indemnity apart from the provisions of this
SECTION 6.3 INSURANCE
The Corporation may purchase and maintain insurance for the benefit of any
person referred to in Section 6.2 of this by-law against such liabilities and in
such amounts as the directors may determine and as are permitted by the Act.
SECTION 7.1 CALLING ANNUAL AND SPECIAL MEETINGS
The directors and each of the chair of the board, the president and the
chief executive officer have the power to call annual meetings of shareholders
and special meetings of shareholders. Annual meetings of shareholders and
special meetings of shareholders will be held on the date and at the time and
place in Canada as the persons calling the meeting determine.
SECTION 7.2 ELECTRONIC MEETINGS
A shareholder or any other person entitled to attend a meeting may
participate in the meeting by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting if the Corporation makes available such a
communication facility. A person participating in a meeting by such means is
deemed to be present at that meeting. Meetings of shareholders may be held
entirely by means of telephonic, electronic or other communications facility if
the requirements listed previously are met. The directors may establish
procedures regarding the holding of meetings of shareholders by such means.
SECTION 7.3 VOTING BY ELECTRONIC FACILITIES
Any vote may be held, in accordance with the regulations under the Act,
entirely by means of a telephonic, electronic or other communications facility,
if the Corporation makes available such a communications facility. Any duly
authorized person participating in a meeting of shareholders and entitled to
vote at that meeting may vote, in accordance with the regulations under the Act,
if any, by means of a telephonic, electronic or other communications facility
that the Corporation has made available for that purpose.
SECTION 7.4 NOTICE OF MEETINGS
Subject to the Act, notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section 12.1 of this
by-law not less than 21 days nor more than 55 days (or such other minimum or
maximum periods prescribed pursuant to the Act) before the date of the meeting
to each director, to the auditor, and to each shareholder of the Corporation
whose name appears on the list of shareholders entitled to receive notice as
provided in Section 7.5 of this by-law. Notice of a meeting of shareholders
called for any purpose other than consideration of the financial statements and
auditor's report, election of directors and re-appointment of the incumbent
auditor shall state the nature of such business in sufficient detail to permit
the shareholder to form a reasoned judgment thereon and shall state the text of
any special resolution to be submitted to the meeting. A shareholder and any
other person entitled to attend a meeting of shareholders may in any manner
waive notice of or otherwise consent to a meeting of shareholders.
SECTION 7.5 LIST OF SHAREHOLDERS ENTITLED TO NOTICE AND RIGHT TO VOTE
The Corporation shall prepare an alphabetical list of its shareholders
entitled to receive notice of a meeting, showing the number of shares held by
each shareholder, (a) if a record date for the meeting is fixed pursuant to
Section 7.6of this by-law, not later than 10 days after that record date; or (b)
if no record date is fixed, at the close of business on the day immediately
preceding the day on which notice of the meeting is given. The list shall be
available for examination by any shareholder during usual business hours at the
registered office of the Corporation or at the
place where the central securities register is maintained and at the meeting for
which the list was prepared. Where a separate list of shareholders has not been
prepared, the names of persons appearing in the securities register at the
requisite time as the holder of one or more shares carrying the right to vote at
such meeting shall be deemed to be a list of shareholders. Subject to Section
7.12 of this by-law, a shareholder whose name appears on a list prepared as
described above is entitled to vote the shares shown opposite his name at the
meeting to which the list related.
SECTION 7.6 RECORD DATE FOR NOTICE
Subject to the Act, the directors may fix in advance a date, preceding the
date of any meeting of shareholders within the period prescribed pursuant to the
Act, as a record date for the determination of the shareholders entitled to
receive notice of the meeting, in the manner provided in the Act. If no record
date for notice is so fixed, the record date for the determination of the
shareholders entitled to receive notice of the meeting shall be at the close of
business on the day immediately preceding the day on which the notice is given
or, if no notice is given, the day on which the meeting is held.
SECTION 7.7 MEETINGS WITHOUT NOTICE
A meeting of shareholders may be held without notice at any time and place
permitted by the Act if: (a) all the shareholders entitled to vote thereat are
present in person or represented by proxy or if those not present or represented
by proxy waive notice of or otherwise consent to such meeting being held; and
(b) the auditors and the directors of the Corporation are present or waive
notice of or otherwise consent to such meeting being held; so long as such
shareholders, auditors or directors present are not attending for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. At such a meeting, any business may be
transacted which the Corporation at a meeting of shareholders may transact. If
the meeting is held at a place outside Canada, shareholders not present or
represented by proxy, but who have waived notice of or otherwise consented to
such meeting, shall also be deemed to have consented to the meeting being held
at such place.
SECTION 7.8 WAIVER OF NOTICE
A shareholder, a proxyholder, a director or the auditor and any other
person entitled to attend a meeting of shareholders may waive notice of a
meeting of shareholders, any irregularity in a notice of meeting of shareholders
or any irregularity in a meeting of shareholders. Such waiver may be waived in
any manner and may be given at any time either before or after the meeting to
which the waiver relates. Waiver of any notice of a meeting of shareholders
cures any irregularity in the notice, any default in the giving of the notice
and any default in the timeliness of the notice.
SECTION 7.9 REPRESENTATIVES
No representative of a shareholder that is a body corporate or an
association will be recognized unless: (i) a certified copy of the resolution of
the directors or governing body of the body corporate or association, or a
certified copy of an extract from the by-laws of the body corporate or
association, authorizing the representative to represent the body corporate or
association is deposited with the Corporation; or (ii) the authorization of the
representative is established in another manner that is satisfactory to the
corporate secretary or the chair of the meeting.
SECTION 7.10 PERSONS ENTITLED TO BE PRESENT
The only persons entitled to be present at a meeting of shareholders are
those persons entitled to vote at the meeting, the directors, the officers, the
auditor 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 person may be admitted only with the
consent of the chair of the meeting.
SECTION 7.11 QUORUM
A quorum of shareholders is present at a meeting of shareholders if the
holders of not less than 25% of the shares entitled to vote at the meeting are
present in person or represented by proxy, irrespective of the number of persons
actually present at the meeting.
SECTION 7.12 RIGHT TO VOTE
Subject to the Act, the directors may fix in advance a date as the record
date for the purpose of determining shareholders entitled to vote at a meeting
of shareholders and notice of any such record date shall be given in the manner
provided in the Act. If a record date for voting is fixed under this Section
7.12, the Corporation shall prepare, no later than 10 days after the record
date, an alphabetical list of shareholders entitled to vote as of the record
date at a meeting of shareholders that shows the number of shares held by each
shareholder. If a record date for voting is not fixed under this Section 7.12,
the Corporation shall prepare, no later than 10 days after a record date is
fixed under Section 7.6 of this by-law or no later than the record date
established under Section 7.6 in the absence of a determination of a record date
by the directors, as the case may be, an alphabetical list of shareholders who
are entitled to vote as of the record date that shows the number of shares held
by each shareholder. A shareholder whose name appears on a list prepared under
this Section 7.12 is entitled to vote the shares shown opposite such
shareholder's name at the meeting to which the list relates.
SECTION 7.13 PROXIES
A proxy shall comply with the applicable requirements of the Act and other
applicable law and will be in such form as the directors may approve from time
time or such other form as may be acceptable to the chair of the meeting at
which the instrument of proxy is to be used. A proxy will be acted on only if it
is deposited with the Corporation or its agent prior to the time specified in
the notice calling the meeting at which the proxy is to be used or, if no time
is specified in the notice, it is deposited with the corporate secretary or the
chair of the meeting or any adjournment of the meeting prior to the time of
SECTION 7.14 CHAIR, SECRETARY AND SCRUTINEERS
The chair of any meeting of shareholders is the first mentioned of the
following officers that is a shareholder or a director and is present at the
(a) the chair of the board;
(b) the president; or
(c) a vice-president (in order of seniority measured by length of
service with the Corporation).
If no such person is present at the meeting, the shareholders present who are
entitled to vote shall choose (by a majority vote) a director who is present, or
a shareholder who is present or another person who is present, to chair the
The corporate secretary, if any, will act as secretary at meetings of
shareholders. If a corporate secretary has not been appointed or the corporate
secretary is absent, the chair of the meeting will appoint a person, who need
not be a shareholder, to act as secretary of the meeting.
If desired, the chair of the meeting may appoint one or more persons, who
need not be shareholders, to act as scrutineers at any meeting of shareholders.
The scrutineers will assist in determining the number of shares held by persons
entitled to vote who are present at the meeting and the existence of a quorum.
The scrutineers will also receive, count and tabulate all ballots and assist in
determining the result of a vote by ballot, and do such acts as are necessary to
conduct the vote in an equitable manner. The decision of a majority of the
scrutineers shall be conclusive and binding upon the meeting and a declaration
or certificate of the scrutineers will be conclusive evidence of the facts
declared or stated in it.
SECTION 7.15 PROCEDURE
The chair of a meeting of shareholders will conduct the meeting and
determine the procedure to be followed at the meeting. The chair's decision on
all matters or things, including any questions regarding the validity or
invalidity of a form of proxy or other instrument appointing a proxy, shall be
conclusive and binding upon the meeting of shareholders.
SECTION 7.16 MANNER OF VOTING
Subject to the Act and other applicable law, any question at a meeting of
shareholders shall be decided by a show of hands, unless a ballot on the
question is required or demanded. Subject to the Act and other applicable law,
the chair of the meeting may require a ballot or any person who is present and
entitled to vote may demand a ballot on any question at a meeting of
shareholders. The requirement or demand for a ballot may be made either before
or after any vote on the question by a show of hands. A ballot will be taken in
the manner the chair of the meeting directs. A requirement or demand for a
ballot may be withdrawn at any time prior to the taking of the ballot. The
result of such ballot shall be the decision of the shareholders upon the
In the case of a vote by a show of hands, each person present who is
entitled to vote has one vote. If a ballot is taken, each person present who is
entitled to vote is entitled to the number of votes that are attached to the
shares which such person is entitled to vote at the meeting.
SECTION 7.17 VOTES TO GOVERN
Any question at a meeting of shareholders shall be decided by a majority
of the votes cast on the question unless the articles, the by-laws, the Act or
other applicable law requires otherwise. In case of an equality of votes either
when the vote is by a show of hands or when the vote is by a ballot the chair of
the meeting is not entitled to a second or casting vote.
SECTION 7.18 ADJOURNMENT
The chair of any meeting of shareholders may, with the consent of the
persons present who are entitled to vote at the meeting, adjourn the meeting
from time to time and place to place, subject to such conditions as such persons
may decide. Any adjourned meeting is duly constituted if held in accordance with
the terms of the adjournment and a quorum is present at the adjourned meeting.
Any business may be considered and transacted at any adjourned meeting which
might have been considered and transacted at the original meeting of
SECTION 8.1 TRANSFER OF SHARES
Subject to the Act, the Corporation's articles and Section 8.2 of this
by-law, no transfer of a security issued by the Corporation will be registered
except upon: (i) presentation of the security certificate representing the
security with an endorsement which complies with the Act, together with such
reasonable assurance that the endorsement is genuine and effective as the
directors or officers may require; (ii) payment of all applicable taxes and
fees; and (iii) compliance with the
articles of the Corporation. If no security certificate has been issued by the
Corporation in respect of a security issued by the Corporation, clause (i) above
may be satisfied by presentation of a duly executed security transfer power,
together with such reasonable assurance that the security transfer power is
genuine and effective as the directors or officers may require.
SECTION 8.2 STATUTORY DECLARATIONS
For the purposes of administering the constrained share provisions set out
in the Corporation's articles, any person in whose name voting shares of the
Corporation are registered who desires to exercise the voting rights pertaining
to such shares and any person seeking to have a transfer of a voting share
registered in his name or to have a voting share issued to him shall, if
required by the Corporation to do so, furnish a statutory declaration under the
Canada Evidence Act declaring whether:
(a) the person is the beneficial owner of the voting shares of the
Corporation or holds them for a beneficial owner;
(b) the person or beneficial owner is a "Canadian" as such term is
defined in the Corporation's articles;
and declaring any further facts as may be considered relevant by the
A statutory declaration shall, unless otherwise determined by the
directors, be required in respect of, and at the time of a request for, each
subscription for and each transfer of a voting share of the Corporation and in
such other circumstances and at such times as the general counsel or corporate
secretary of the Corporation shall from time to time determine. The form of any
statutory declaration required pursuant hereto shall be approved by the general
counsel or corporate secretary of the Corporation. Where a person is required to
furnish a statutory declaration, the directors may refuse to recognize all
ownership rights attributable to the voting share, including the voting rights
attached to such share, to register a transfer of a voting share in his name or
to issue a voting share to him until that person has furnished the statutory
SECTION 8.3 ALLOTMENT
Subject to the Act and the Corporation's articles and by-laws, the
directors may from time to time allot or grant options to purchase, accept
subscriptions for, issue or otherwise dispose of the whole or any part of the
authorized and unissued shares of the Corporation at such times and to such
persons and for such consideration as the directors shall determine, provided
that no share shall be issued until it is fully paid as provided by the Act.
SECTION 8.4 COMMISSION
The directors may from time to time authorize the Corporation to pay a
reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
SECTION 8.5 NON-RECOGNITION OF TRUSTS
Subject to the Act and the Corporation's articles, the Corporation may
treat as absolute owner of any share the person in whose name the share is
registered in the securities register as if that person had full legal capacity
and authority to exercise all rights of ownership, irrespective of any
indication to the contrary through knowledge or notice or description in the
Corporation's records or on the share certificate.
SECTION 8.6 FORM OF SECURITY CERTIFICATES
Subject to the Act and the Corporation's articles, security certificates
will be in the form that the directors approve from time to time or that the
SECTION 8.7 REPLACEMENT OF SECURITY CERTIFICATES
The directors or any officer or agent designated by the directors may in
its or his discretion direct the issue of a new security certificate in lieu of
and upon cancellation of a certificate that has been mutilated or in
substitution for a security certificate claimed to have been lost, destroyed or
wrongfully taken on payment of such fee and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the directors or
any officer or agent designated by the directors may from time to time
prescribe, whether generally or in any particular case.
SECTION 8.8 TRANSFER AGENTS AND REGISTRARS
The Corporation may from time to time appoint one or more agents to
maintain, for each class or series of securities issued by it in registered or
other form, a central securities register and one or more branch securities
registers. Such an agent may be designated as transfer agent or registrar
according to their functions and one person may be designated both registrar and
transfer agent. The Corporation may at any time terminate such appointment.
SECTION 8.9 LIEN FOR INDEBTEDNESS
If the articles provide that the Corporation has a lien on shares
registered in the name of a shareholder or the shareholder's personal
representative for a debt of that shareholder to the Corporation, such lien may
be enforced, subject to applicable law, as follows:
(a) where such shares are redeemable pursuant to the articles, by
redeeming such shares and applying the redemption price to the debt;
(b) by purchasing such shares for cancellation for a price equal to the
fair value of such shares as determined by the directors and
applying the proceeds to the debt;
(c) by selling such shares to any third party whether or not such party
is at arm's length to the Corporation for the best price which the
directors in their sole discretion consider to be obtainable on
reasonable terms for such shares and applying the proceeds to the
(d) by refusing to permit the registration of a transfer of such shares
until the debt is paid; and
(e) by any other means permitted by law.
SECTION 9.1 PAYMENTS OF DIVIDENDS AND OTHER DISTRIBUTIONS
Any dividend or other distribution payable in cash to shareholders
will be paid by cheque or by electronic means or by such other method as the
directors may determine. The payment will be made to or to the order of each
registered holder of shares in respect of which the payment is to be made.
Cheques will be sent to the registered holder's recorded address, unless the
holder otherwise directs. In the case of joint holders, the payment will be made
to the order of all such joint holders and, if applicable, sent to them at their
recorded address, unless such joint holders otherwise direct. The sending of the
cheque or the sending of the payment by electronic means or the sending of the
payment by a method determined by the directors in an amount equal to the
dividend or other distribution to be paid less any tax that the Corporation is
required to withhold will satisfy and discharge the liability for the payment,
unless payment is not made upon presentation, if applicable.
SECTION 9.2 NON-RECEIPT OF PAYMENT
In the event of non-receipt of any payment made as contemplated by
Section 9.1 of this by-law by the person to whom it is sent, the Corporation may
issue re-payment to such person for a like amount. The directors may determine,
whether generally or in any particular case, the terms on which any re-payment
may be made, including terms as to indemnity, reimbursement of expenses, and
evidence of non-receipt and of title.
SECTION 9.3 RECORD DATE FOR DIVIDENDS AND RIGHTS
The directors may fix in advance a date, preceding by not more than 55
days the date for the payment of any dividend or the date for the issue of any
warrant or other evidence of the right to subscribe for securities of the
Corporation, as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribe for such
securities, and notice of any such record date shall be given not less than 7
days before such record date in the manner provided by the Act. If no record
date is so fixed, the record date for the determination of the persons entitled
to receive payment of any dividend or to exercise the right to subscribe for
securities of the Corporation shall be at the close of business on the day on
which the resolution relating to such dividend or right to subscribe is passed
by the directors.
SECTION 9.4 UNCLAIMED DIVIDENDS
To the extent permitted by law, any dividend or other distribution that
remains unclaimed after a period of 2 years from the date on which the dividend
has been declared to be payable is forfeited and will revert to the Corporation.
SUBSIDIARY AND OTHER COMPANIES
SECTION 10.1 INVESTMENT, LOAN, GUARANTEE
Subject to the Act, any loan or guarantee in favour of, or investment in
shares of any subsidiary or other companies of the Corporation, or any disposal
thereof, shall be subject to approval by the directors.
SECTION 10.2 VOTING
A person delegated by the directors to vote such shares in a subsidiary or
associated company or to serve as a director thereof, shall comply with any
applicable policies in respect thereof adopted by the directors from time to
SECTION 10.3 GENERAL
Provisions for the control, conduct, regulation and administration of
subsidiary companies of the Corporation shall be in conformity with any
applicable policies in respect thereof adopted by the directors from time to
BANKING AND BORROWING
SECTION 11.1 BANKING ARRANGEMENTS
The banking and borrowing business of the Corporation or any part of it
may be transacted with such banks, trust companies or other firms or
corporations as the directors determine from time to time. All such banking and
borrowing business or
any part of it may be transacted on the Corporation's behalf under the
agreements, instructions and delegations and by the one or more officers and
other persons that the directors authorize from time to time.
SECTION 11.2 BORROWING POWERS
Without limiting the borrowing powers of the Corporation as set forth in
the Act, the directors may from time to time on behalf of the Corporation,
without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, re-issue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Corporation, whether
secured or unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of
the Corporation to secure performance of any present or future
indebtedness, liability or obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real
or personal, moveable or immoveable property of the Corporation,
including book debts, rights, franchises and undertakings, to secure
any such bonds, debentures, notes or other evidences of indebtedness
or guarantee or any other present or future indebtedness, liability
or obligation of the Corporation; and, without limiting the
generality of the foregoing, mortgage, hypothecate or pledge any
property of the Corporation, moveable or immoveable, present or
future, for the purpose of securing any bonds, debentures, or
debenture-stock which it is entitled to issue, pursuant to and in
accordance with the Special Corporate Powers Act (Quebec).
Nothing in this Section 11.2 limits or restricts the borrowing of money by
the Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.
SECTION 11.3 DELEGATION
The directors may from time to time delegate to a committee of the board,
a director or officer of the Corporation or any other person as may be
designated by the directors, all or any of the powers conferred on the
directors, to such extent and in such manner as the directors shall determine at
the time of each such delegation.
SECTION 12.1 NOTICES
Any notice, communication or document required to be given, delivered or
sent by the Corporation to any director, officer, shareholder, auditor or other
person is sufficiently given, delivered or sent if delivered personally, or if
delivered to the person's recorded address, or if mailed to the person at the
person's recorded address by pre-paid mail, or if otherwise communicated by
electronic means permitted by the Act. The directors may establish procedures to
give, deliver or send a notice, communication or document to any director,
officer, shareholder, auditor or other person by any means of communication
permitted by the Act or other applicable law. In addition, any notice,
communication or document may be delivered by the Corporation in the form of an
electronic document. The accidental omission to give notice of any meeting of
shareholders to, or the non-receipt of any notice by, any person, or any error
in any notice not affecting the substance of the notice, does not invalidate any
resolution passed or any action taken at the meeting.
SECTION 12.2 NOTICE TO JOINT HOLDERS
If two or more persons are registered as joint holders of any security,
any notice may be addressed to all such joint holders, but notice addressed to
one of them constitutes sufficient notice to all of them.
SECTION 12.3 COMPUTATION OF TIME
In computing the date when notice must be given when a specified number of
days' notice of any meeting or other event is required, the date of giving the
notice is excluded and the date of the meeting or other event is included.
SECTION 12.4 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW
Every person who, by operation of law, transfer, death of a securityholder
or any other means whatsoever, becomes entitled to any security, is bound by
every notice and other acts in respect of such security which has been given to
the securityholder from whom the person derives title to such security. Such
notices may have been given before or after the happening of the event upon
which they became entitled to the security.
SECTION 13.1 EFFECTIVE DATE
This by-law comes into force on the date determined in the Articles of
Arrangement of the Corporation.