BY-LAW NO. 1
A by-law to regulate generally
the business and affairs of the Corporation
Section 1.01. Meetings
The Directors shall call an annual meeting of shareholders not later than the earlier of (a) 15 months after holding the last preceding annual meeting; and (b) six months after the financial year end of the Corporation. The Chairman of the Board of Directors, a President or the Directors may at any time call a special meeting of shareholders to be held at such place within Canada and at such time as the Directors shall determine.
Section 1.02. Notice of Meetings
Subject to the Corporation’s articles, notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 60 days before the meeting to each shareholder entitled to vote at the meeting, to each director and to the auditors of the Corporation. Irregularities in a notice or in the giving thereof or the accidental omission to give notice to, or the non-receipt of a notice by any person entitled thereto shall not invalidate any action taken at the meeting.
Section 1.03. Quorum
At least two shareholders representing not less than 25% of the voting rights attaching to the outstanding shares of the Corporation entitled to vote at a meeting of shareholders present in person or by proxy shall constitute a quorum.
Section 1.04. Chairman of Meetings
Subject to the provisions of any resolution of the Directors, the Chairman of the Board of Directors or, in his or her absence, the Chairman of the Executive Committee, or, in his or her absence, a President or, in the absence of all of the foregoing officers, any officer who is also a director designated by the Directors for that purpose shall preside at any meeting of the shareholders. If all of the foregoing officers be absent, the shareholders present and entitled to vote at such meeting shall choose another Director as chairman of the meeting. If no Director is present or if all Directors present decline to take the chair, then the shareholders present and entitled to vote at such meeting shall choose one of their number to be chairman.
Section 1.05. Procedure at Meetings
The chairman of any meeting of shareholders shall conduct the procedure thereat in all respects and his or her decision on all matters or things, including, but without in any way limiting the generality of the foregoing, any question regarding the validity or invalidity of any instruments of proxy, shall be conclusive and binding upon the shareholders. The chairman may appoint one or more persons to act as scrutineers at any such meeting.
Section 1.06. Voting
Voting at every meeting of shareholders shall be by a show of hands except where, either before or after a show of hands, a ballot is required by the chairman of the meeting or is demanded by any person present and entitled to vote at the meeting. At every meeting of shareholders all questions proposed for the consideration of shareholders shall be decided by the majority of votes, unless otherwise required by the laws governing the Corporation or by the articles of the Corporation.
Section 1.07. Attendance at Meetings
The only persons entitled to attend any meeting of shareholders shall be those persons entitled to vote thereat, the Directors, the auditor and others who, although not entitled to vote, are entitled or required by the laws governing the Corporation or by the articles of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
Section 1.08. Adjournment of Meetings
The chairman of any meeting of shareholders may at any time during the proceedings adjourn the meeting. Should a quorum not be present at any meeting of shareholders, shareholders present and entitled to vote thereat may determine to adjourn the meeting. Provided a quorum is present, except where otherwise provided in the articles of the Corporation, any business may be transacted at the adjourned meeting which might have been transacted at the original meeting.
Section 2.01. Number
The Board of Directors shall consist of such number of directors, not greater than the maximum nor less than the minimum set out in the articles of the Corporation, as the directors may determine from time to time.
Section 2.02. Election and Term of Office
At each annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting or until their successors shall be elected or appointed.
Section 2.03. Meetings of Directors and Notices
As soon as may be practicable after the annual meeting of shareholders there may be held, without notice, a meeting of such of the newly elected Directors as are then present, provided they shall constitute a quorum, for the appointment of officers of the Corporation and the transaction of such other business as may come before the meeting.
Meetings of the Directors may be called at any time by or by order of the Chairman of the Board of Directors, the Chairman of the Executive Committee, such other Director as may from time to time be authorized by the Chairman of the Board or a majority of the Directors, and may be held at the registered office of the Corporation, or at any place determined by the Directors.
Notice specifying the place and time of each such meeting shall be delivered personally to each Director, left at such Director’s usual residence or usual place of business, mailed by prepaid ordinary mail or air mail, transmitted via facsimile or, if such Director has consented, delivered as an electronic document, in each case, to each Director at such Director’s address information as it appears on the books of the Corporation at least 48 hours prior to the time fixed for such meeting in all other cases. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any Director either before or after the meeting is held.
Section 2.04. Quorum
The quorum for meetings of directors will be a majority of the Directors, unless the Directors fix the quorum at a higher percentage of Directors. No business shall be transacted at such a meeting unless at least 50% of the Directors present are resident Canadians.
Section 2.05. Remuneration
Each Director may be paid such fees as may be fixed by the directors, and any such remuneration shall be in addition to any salary a Director may receive as an officer or employee of the Corporation.
Section 2.06. Chairman
Subject to the provisions of any resolution of the Directors, the Chairman of the Board of Directors or, in his or her absence, the Chairman of the Executive Committee, or, in his or her absence, a President shall preside at all meetings of the directors. If all of the foregoing officers be absent, the Directors present may choose a chairman from among their number. The chairman at any meeting of Directors may vote as a director.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 3.01. Indemnification of Directors, Officers and Others
Subject to the Canadian Business Corporations Act, the Corporation shall indemnify a Director or an officer, a former Director or officer, 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, and their 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 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, if such individual (a) 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 director or officer or in a similar capacity at the Corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. The Corporation shall advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to this Section. The individual shall repay the moneys if the individual does not fulfil the conditions of this Section.
EXECUTION OF INSTRUMENTS
Section 4.01. Execution of Instruments
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two persons, one of whom holds the office of Chairman of the Board of Directors, President, Vice-President or Director and the other of whom holds one of the said offices or the office of Secretary, Treasurer, Assistant Secretary or Assistant Treasurer or any other office created by by-law or by the board. In addition, the board or the said two persons 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.
ENACTED THIS 11thday of February, 2011.
CONFIRMED by the shareholders of the Corporation on the 6th day of May, 2011.
WITNESS the seal of the Corporation.
“ Murray J. Taylor”
Murray J. Taylor, Co-President and
Chief Executive Officer
“ Donna L. Janovcik”
Donna L. Janovcik,
Associate Corporate Secretary