forms-8exhibit42.htm - Generated by SEC Publisher for SEC Filing



CAE INC. 

(the “Corporation”)


GENERAL BY-LAW 


A by-law
relating generally to the transaction of the business and affairs of the
Corporation.


TABLE OF CONTENTS


ARTICLE 1

INTERPRETATION


Section 1.1        Definitions......................................................................................................... 1


ARTICLE 2

BUSINESS OF THE CORPORATION


Section 2.1        Registered Office............................................................................................... 2


Section 2.2        Corporate Seal................................................................................................... 2


Section 2.3        Financial Year................................................................................................... 2


Section 2.4        Execution of Instruments.................................................................................. 2


Section 2.5        Banking Arrangements...................................................................................... 2


Section 2.6        Voting Rights In Other Bodies
Corporate......................................................... 2


ARTICLE 3

BORROWING AND SECURITIES


Section 3.1        Borrowing Power.............................................................................................. 3


ARTICLE 4

DIRECTORS


Section 4.1        Number of Directors and Quorum.................................................................... 3


Section 4.2        Election and Term............................................................................................. 4


Section 4.3        Removal of Directors........................................................................................ 4


Section 4.4        Meeting By Telephonic, Electronic
or Other Communication Facility............ 4


Section 4.5        Calling of Meetings........................................................................................... 4


Section 4.6        Notice of Meeting.............................................................................................. 4


Section 4.7        First Meeting of New Board.............................................................................. 4


Section 4.8        Adjourned Meeting........................................................................................... 5


Section 4.9        Regular Meetings.............................................................................................. 5


Section 4.10     Chairperson....................................................................................................... 5


Section 4.11     Presiding Officers.............................................................................................. 5


Section 4.12     Votes to Govern................................................................................................ 5


Section 4.13     Remuneration and Expenses............................................................................. 5





 

ARTICLE 5

COMMITTEES


Section 5.1        Committees of the Board.................................................................................. 5


Section 5.2        Transaction of Business.................................................................................... 6


Section 5.3        Advisory Bodies................................................................................................ 6


Section 5.4        Procedure........................................................................................................... 6


ARTICLE 6

OFFICERS


Section 6.1        Appointment...................................................................................................... 6


Section 6.2        President & CEO............................................................................................... 6


Section 6.3        Vice-President................................................................................................... 6


Section 6.4        Secretary............................................................................................................ 7


Section 6.5        Treasurer............................................................................................................ 7


Section 6.6        Powers and Duties of Other
Officers................................................................ 7


Section 6.7        Variation of Powers and Duties........................................................................ 7


Section 6.8        Term of Office................................................................................................... 7


Section 6.9        Agents and Attorneys........................................................................................ 7


ARTICLE 7

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


Section 7.1        Limitation of Liability....................................................................................... 8


Section 7.2        Indemnity.......................................................................................................... 8


ARTICLE 8

SHARES


Section 8.1        Allotment........................................................................................................... 9


Section 8.2        Transfer Agents and Registrars......................................................................... 9


Section 8.3        Non-Recognition of Trusts................................................................................ 9


Section 8.4        Share Certificates.............................................................................................. 9


Section 8.5        Replacement of Share Certificates.................................................................... 9


Section 8.6        Joint Holders................................................................................................... 10


Section 8.7        Deceased Shareholders.................................................................................... 10


ARTICLE 9

DIVIDENDS AND RIGHTS


Section 9.1        Dividends........................................................................................................ 10


Section 9.2        Dividend Payments......................................................................................... 10


Section 9.3        Non-Receipt of Payment................................................................................. 10


Section 9.4        Record Date for Dividends and
Rights........................................................... 11


Section 9.5        Unclaimed Dividends...................................................................................... 11





 

ARTICLE 10

MEETINGS OF SHAREHOLDERS


Section 10.1     Annual Meetings............................................................................................. 11


Section 10.2     Special Meetings............................................................................................. 11


Section
10.3     Notice of Meetings.......................................................................................... 11


Section 10.4     Chairperson, Secretary and
Scrutineers.......................................................... 11


Section 10.5     Persons Entitled to be Present......................................................................... 12


Section 10.6     Quorum............................................................................................................ 12


Section 10.7     Right to Vote................................................................................................... 12


Section 10.8     Proxyholders and Representatives.................................................................. 12


Section 10.9     Time for Deposit of Proxies............................................................................ 13


Section
10.10   Votes to Govern.............................................................................................. 13


Section
10.11   Show of Hands................................................................................................ 13


Section
10.12   Ballots.............................................................................................................. 13


Section
10.13   Meetings by Telephonic,
Electronic or Other Communication Facility......... 13


Section
10.14   Nominations of Directors................................................................................ 14


ARTICLE 11

DIVISIONS AND DEPARTMENTS


Section 11.1     Creation and Consolidation of
Divisions........................................................ 16


ARTICLE 12

NOTICES


Section 12.1     Method of Giving Notices............................................................................... 16


Section 12.2     Notice to Joint Holders.................................................................................... 17


Section 12.3     Computation of Time...................................................................................... 17


Section 12.4     Undelivered Notices........................................................................................ 17


Section 12.5     Omissions and Errors...................................................................................... 17


Section 12.6     Persons Entitled by Death or
Operation of Law............................................. 17


Section 12.7     Waiver of Notice............................................................................................. 17


ARTICLE 13

EFFECTIVE DATE


Section 13.1     Effective Date.................................................................................................. 18


Section 13.2     Repeal.............................................................................................................. 18














 

BE
IT ENACTED as a
by-law of the Corporation as follows: 


ARTICLE 1

INTERPRETATION 


Section 1.1                
Definitions. 


(1)              
In the by-laws
of the Corporation, unless the context otherwise requires: 


“Act” means the Canada
Business Corporations Act, and any statute that may be
substituted therefor, as from time to time amended. 


“appoint” includes “elect”
and vice versa. 


“articles” means the articles of the
Corporation as from time to time amended or restated. 


“board” means the board of directors of
the Corporation. 


“by-laws” means this by-law and all other
by-laws of the Corporation hereafter from time to time in force and effect. 


“cheque” includes a draft. 


“Corporation”
means the corporation named CAE Inc.


“meeting
of shareholders”
includes an annual meeting of shareholders and a special meeting of
shareholders. 


“non-business
day” means
Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada) as from time to time
amended. 


“recorded
address” means
in the case of a shareholder, the person's address as recorded in the
securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holding or the
first address so appearing if there are more than one; and in the case of a
director (subject to the provisions of Section 12.1), officer, auditor or member of a
committee of the board, their latest address as recorded in the records of the
Corporation. 


“signing
officer” means,
in relation to any instrument, any person authorized to sign the same on behalf
of the Corporation by or pursuant to Section 2.4 or by a resolution passed pursuant
thereto. 


“special meeting of shareholders” includes a meeting of any class or classes of
shareholders and a special meeting of all shareholders entitled to vote at an
annual meeting of shareholders. 


 



 

(2)              
Save as
aforesaid, words and expressions defined in the Act have the same meanings when
used herein. Words importing the singular number include the plural and vice
versa; and words importing gender include the masculine, feminine and neuter
genders; and words importing a person include an individual, partnership,
association, body corporate, unincorporated organization and personal
representative. 


ARTICLE 2

BUSINESS OF THE CORPORATION 


Section 2.1                
Registered
Office.


The
registered office of the Corporation shall be in the province within Canada
from time to time specified in the articles at the place therein as the board
may from time to time determine. 


Section 2.2                
Corporate Seal. 


Until
changed by the board, the corporate seal of the Corporation shall be in the
form impressed hereon. 


Section 2.3                
Financial Year. 


Until
changed by the board, the financial year of the Corporation shall end on the
last day of March in each year. 


Section 2.4                
Execution of
Instruments. 


Deeds,
transfers, assignments, contracts, obligations, certificates, and other
instruments may be signed, either manually or by electronic means in accordance
with the Act, on behalf of the Corporation by any two officers of the
Corporation. 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. Any signing officer may affix the corporate seal to any
instrument requiring the same. 


Section 2.5                
Banking
Arrangements. 


The
banking business of the Corporation including, without limitation, the
borrowing of money and the giving of security therefor, shall be transacted
with such banks, trust companies or other bodies corporate or organizations or
persons as may from time to time be designated by or under the authority of the
board. Such banking business or any part thereof shall be transacted under such
agreements, instructions and delegations of powers as the board may from time
to time prescribe or authorize.


Section 2.6                
Voting Rights
In Other Bodies Corporate.



The
person or persons authorized under Section 2.4 may execute and deliver proxies
and arrange for the issuance of voting certificates or other evidence of the
right to exercise the voting rights attaching to any securities held by the
Corporation. Such instruments, certificates or other evidence shall be in
favour of such person or persons as may be determined by the said person or
persons executing such proxies or arranging for the issuance of voting
certificates or such other evidence of the right to exercise such voting
rights. In 




- 2 -







 

addition, the board may from time to time
direct the manner in which and the person or persons by whom any particular
voting rights or class of voting rights may or shall be exercised.


ARTICLE 3

BORROWING AND SECURITIES 


Section 3.1                
Borrowing
Power. 


(1)              
Without
limiting the borrowing powers of the Corporation as set forth in the Act, the
board 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, reissue,
sell or pledge bonds, debentures, notes or other evidences of indebtedness or
guarantee of the Corporation, whether secured or unsecured;


(c)              
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)              
Charge, mortgage,
hypothecate, pledge or otherwise create a security interest in all or any
currently owned or subsequently acquired real or personal, movable or
immovable, property of the Corporation including book debts, rights, powers,
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. 


(2)              
Nothing in this
section 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.


ARTICLE 4

DIRECTORS 


Section 4.1                
Number of
Directors and Quorum.



Until
changed in accordance with the Act, the board shall consist of not fewer than the
minimum number and not more than the maximum number of directors provided for
in the articles.  Subject to the provisions of the Act, the quorum for the
transaction of business at any meeting of the board shall consist of a majority
of the directors, and at any meeting of a committee of the board shall consist
of a majority of the directors forming the committee. A majority of the directors shall be resident Canadians. The board shall
not transact business at a meeting, other than filling a vacancy in the board,
unless a majority of the directors present are Canadians, except where:






- 3 -







 

(a)        a Canadian director who is unable to be
present approves in writing or by telephone or other communications facilities
the business transacted at the meeting; and


(b)        a
majority of Canadians would have been present had that director been present at
the meeting.


Section 4.2                
Election and
Term. 


The
election of directors shall take place at each annual meeting of shareholders
and all the directors then in office shall retire but, if qualified, shall be
eligible for re-election. The number of directors to be elected at any such
meeting shall be the number of directors then in office unless the directors
otherwise determine. The election shall be by ordinary resolution. If an
election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected. 


Section 4.3                
Removal of
Directors. 


Subject
to the provisions of the Act, the shareholders may by ordinary resolution
passed at a special meeting of shareholders called for such purpose remove any
director from office and the vacancy created by such removal may be filled at
the same meeting, failing which it may be filled by the board. 


Section 4.4                
Meeting By
Telephonic, Electronic or Other Communication Facility.


If all
the directors of the Corporation consent, a director may participate in a
meeting of the board or of a committee of the board by such telephonic,
electronic or other communication facility as permits all persons participating
in the meeting to communicate with each other, and a director participating in
such a meeting by such means is deemed to be present at the meeting.  Any such
consent shall be effective whether given before or after the meeting to which
it relates and may be given with respect to all meetings of the board and of
committees of the board. 


Section 4.5                
Calling of
Meetings. 


Meetings
of the board shall be held from time to time at such time and at such place as
the board, the chairperson of the board, the president & CEO or any two
directors may determine. 


Section 4.6                
Notice of
Meeting. 


Notice
of the time and place of each meeting of the board shall be given in the manner
provided in Article 12 to each director not less than 48 hours before
the time when the meeting is to be held. A notice of a meeting of directors
need not specify the purpose of or the business to be transacted at the
meeting, except where the Act requires such purpose or business to be
specified. 


Section 4.7                
First Meeting
of New Board. 


Provided
a quorum of directors is present, each newly elected board may hold its first
meeting, without notice, immediately following the meeting of shareholders at
which such board is elected. 







- 4 -







 

Section 4.8                
Adjourned
Meeting. 


Notice
of an adjourned meeting of the board is not required if the time and place of
the adjourned meeting is announced at the original meeting. 


Section 4.9                
Regular
Meetings. 


The
board may appoint a day or days in any month or months for regular meetings of
the board at a place and hour to be named. A copy of any resolution of the
board fixing the place and time of such regular meetings shall be sent to each
director forthwith, after being passed, but no other notice shall be required
for any such regular meeting except where the Act requires the purpose thereof
or the business to be transacted thereat to be specified. 


Section 4.10            
Chairperson.


The
board, shall, from time to time, elect from among its members a chairperson of
the board who shall, if present, preside as chairperson at all meetings of the
board and of shareholders.  The chairperson of the board shall not be an officer
of the Corporation unless specifically so designated by the board.  The
chairperson of the board shall be a member of the Executive Committee of the
board (if one has been created).


Section 4.11            
Presiding
Officers. 


The
chairperson of any meeting of the board shall be the first mentioned of such of
the following officers as have been appointed and who is a director and is
present at the meeting: chairperson of the board or the president & CEO. If
no such officer is present, the directors present shall choose one of their
number to be chairperson. If the secretary of the Corporation is absent, the
chairperson shall appoint some person, who need not be a director, to act as
secretary of the meeting. 


Section 4.12            
Votes to
Govern. 


At all
meetings of the board every question shall be decided by a majority of the
votes cast on the question. In case of an equality of votes the chairperson of
the meeting shall not be entitled to a second or casting vote. 


Section 4.13            
Remuneration
and Expenses. 


The
directors shall be paid such remuneration for their services as the board may
from time to time determine. The directors shall also be entitled to be
reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity
and receiving remuneration therefor.


ARTICLE 5

COMMITTEES 


Section 5.1                
Committees of
the Board. 


The
board may appoint one or more committees of the board and delegate to any such
committee any of the powers of the board except those which pertain to items
which, under the Act, a committee of the board has no
authority to exercise. A majority of the members of an executive committee (if
appointed) shall be resident Canadians.




- 5 -







 



Section 5.2                
Transaction of
Business. 


Subject
to the provisions of Section 5.1 above, powers of a committee of
the board may be exercised by a meeting at which a quorum is present or by
resolution in writing signed by all members of such committee who would have
been entitled to vote on that resolution at a meeting of the committee.
Meetings of any such committee may be held at any place in or outside of Canada.
In the case of a tie vote, the chairperson of a committee shall not have a second
or casting vote.


Section 5.3                
Advisory
Bodies. 


The
board may from time to time appoint such advisory bodies as it may deem
advisable. 


Section 5.4                
Procedure. 


Unless
otherwise determined by the board, each committee and advisory body shall have
power to fix its quorum at not less than a majority of its members, to elect
its chairperson and to regulate its procedure. 


ARTICLE 6

OFFICERS 


Section 6.1                
Appointment. 


The
board may from time to time appoint a president & CEO, divisional
president(s), one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer, a controller and
such other officers as the board may determine, including one or more
assistants to any of the officers so appointed. The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation.  An officer may be a director and one person may hold more
than one office. 


Section 6.2                
President &
CEO. 


If
appointed, the president shall be the chief executive officer and, subject to
the authority of the board, shall have general supervision of the business of
the Corporation; and the president & CEO shall have such other powers and
duties as the board may specify. The Corporation may also have divisional
presidents, who shall have such powers and duties as the board or the president
& CEO may specify.


Section 6.3                
Vice-President 


A
vice-president shall have such powers and duties as the board or the president
& CEO may specify. 







- 6 -







 

Section 6.4                
Secretary. 


The
secretary shall enter or cause to be entered minutes of all proceedings of all
meetings of the board, shareholders and committees of the board in records kept
for that purpose; the secretary shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, auditors and
members of committees of the board; the secretary shall be the custodian of the
stamp used for affixing the seal of the Corporation and of all books, papers,
records, documents and instruments belonging to the Corporation, except when
some other officer or agent has been appointed for that purpose; and the
secretary shall have such other powers and duties as the board or the president
& CEO may specify. 


Section 6.5                
Treasurer. 


The
treasurer shall keep or cause to be kept proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
the treasurer shall render or cause to be rendered to the board whenever
required an account of all transactions and of the financial position of the
Corporation; and the treasurer shall have such other powers and duties as the
board, or the president & CEO may specify. 


Section 6.6                
Powers and
Duties of Other Officers.



The
powers and duties of all other officers shall be such as the terms of their
engagement call for or as the board or the president & CEO may specify. 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 board or the
president & CEO otherwise directs. 


Section 6.7                
Variation of
Powers and Duties.



The
board may from time to time and subject to the provisions of the Act, vary, add
to or limit the powers and duties of any officer. 


Section 6.8                
Term of Office. 


The
board, in its discretion, may remove any officer of the Corporation, without
prejudice to such officer's rights under any employment contract. Otherwise
each officer appointed by the board shall hold office until the officer's successor
is appointed, or until the officer's earlier resignation. 


Section 6.9                
Agents and
Attorneys. 


Subject
to the provisions of the Act, the Corporation, by or under the authority of the
board, shall have power from time to time to appoint agents or attorneys for
the Corporation in or outside Canada with such powers of management,
administration or otherwise (including the power to sub-delegate) as may be
thought fit.


 




- 7 -







 

ARTICLE 7

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 


Section 7.1                
Limitation of
Liability. 


Every
director and officer of the Corporation in exercising their powers and
discharging their duties shall act honestly and in good faith with a view to
the best interests of the Corporation and exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances.  Subject to the foregoing, no director or officer shall be
liable for the acts, receipts, neglects or defaults of any other director,
officer or employee, or for joining in any receipt or other act for conformity,
or for 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, or for the insufficiency or deficiency of any security in
or upon which any of the monies of the Corporation shall be invested, or for
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 for any loss occasioned by any error of
judgment or oversight on their part, or for any other loss, damage or
misfortune whatever which shall happen in the execution of the duties of their
office or in relation thereto; provided that nothing herein shall relieve any
director or officer from the duty to act in accordance with the Act and the
regulations thereunder or from liability for any breach thereof. 


Section 7.2                
Indemnity. 


(1)              
Subject to the
limitations contained in the Act, the Corporation shall indemnify a director or
officer, a former director or officer, or a person 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 personal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by them in
respect of any civil, criminal, administrative, investigative or other
proceeding to which the individual is made a party by reason of being or having
been a director or officer of the Corporation or at the Corporation's request
as director or officer, or an individual acting in similar capacity, of such
other entity, if: 


(a)              
they 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
they acted as director or officer, or in a similar capacity, at the
Corporation's request; and 


(b)              
in the case of
a criminal, administrative, investigative or other proceeding that is enforced
by a monetary penalty, they had reasonable grounds for believing that their
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 in this subsection (1).  The individual shall repay the moneys to
the Corporation if the individual does not fulfill the relevant conditions
specified in the Act.


 




- 8 -







 

(2)              
The Corporation
shall also indemnify such person in such other circumstances as the Act permits
or requires. Nothing in this by-law shall limit the right of any person
entitled to indemnity to claim indemnity apart from the provisions of this
by-law. 


ARTICLE 8

SHARES 


Section 8.1                
Allotment. 


Subject
to the Act and the articles, the board may from time to time allot or grant options
to purchase 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
board shall determine, provided that no share shall be issued until it is fully
paid as provided by the Act. 


Section 8.2                
Transfer Agents
and Registrars. 


The
board may from time to time appoint one or more agents to maintain, in respect
of each class of securities of the Corporation issued in registered form, a
central securities register and one or more branch securities registers. Such a
person may be designated as transfer agent or registrar according to their
functions; one person may be designated both registrar and transfer agent. The
board may at any time terminate such appointment. 


Section 8.3                
Non-Recognition
of Trusts. 


Subject
to the provisions of the Act, the Corporation may treat the person in whose
name a share is registered in the securities register as the absolute owner
having full capacity and authority to exercise all rights of ownership,
irrespective of any indication to the contrary through knowledge, notice or
description in the Corporation's records or on the share certificate.


Section 8.4                
Share
Certificates. 


Every
holder of one or more shares of the Corporation shall be entitled, at their
option, to a share certificate, or to a non-transferable written certificate of
acknowledgement of the right to obtain a share certificate, stating the number
and class or series of shares held by them as shown on the securities
register.  Such certificates and certificates of acknowledgment of a
shareholder's right to a share certificate respectively, shall be in such form
as the board may from time to time approve.  Any share certificate shall be
signed in accordance with the Act and need not be under the corporate seal.


Section 8.5                
Replacement of
Share Certificates.



The
board or any officer or agent designated by the board may in their discretion
direct the issue of a new share or other such certificate in lieu of and upon
cancellation of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken, on
payment of such reasonable fee, not to exceed the amount, if any, prescribed by
the Act, and on such terms as to indemnity, reimbursement of expenses and
evidence of loss and of title as the board may from time to time prescribe,
whether generally or in any particular case. 







- 9 -







 

Section 8.6                
Joint Holders. 


If two
or more persons are registered as joint holders of any share, the Corporation
shall not be bound to issue more than one certificate in respect thereof, and
delivery of such certificate to one of such persons shall be sufficient
delivery to all of them.  Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share. 


Section 8.7                
Deceased
Shareholders. 


In the
event of the death of a holder or of one of the joint holders of any share, the
Corporation shall not be required to make any entry in the securities register
in respect thereof or to make any dividend or other payments in respect thereof
except upon production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Corporation and its transfer
agents. 


ARTICLE 9

DIVIDENDS AND RIGHTS 


Section 9.1                
Dividends. 


Subject
to the provisions of the Act, the board may from time to time declare dividends
payable to the shareholders according to their respective rights and interest
in the Corporation. Dividends may be paid in money or property or by issuing
fully paid shares of the Corporation. 


Section 9.2                
Dividend
Payments. 


A
dividend payable in money shall be paid by cheque, or such other manner
prescribed by the board, drawn on the Corporation's bankers or one of them to
the order of each registered holder of shares of the class or series in respect
of which it has been declared and sent to such registered holder at their
recorded address, unless such holder otherwise directs. In the case of joint
holders, the cheque or other manner of payment shall, unless such joint holders
otherwise direct, be made payable to the order of all of such joint holders and
sent to them at their recorded address. The sending of such payment as
aforesaid, unless the same is not paid on due presentation, shall satisfy and
discharge the liability for the dividend to the extent of the sum represented
thereby plus the amount of any tax which the Corporation is required to and
does withhold. 


Section 9.3                
Non-Receipt of
Payment. 


In the
event of non-receipt of any dividend payment by the person to whom it is sent
as aforesaid, the Corporation shall issue re-payment of the dividend to such
person for a like amount on such terms as to indemnity, reimbursement of
expenses, and evidence of non-receipt and of title as the board may from time
to time prescribe, whether generally or in any particular case. 







- 10 -







 

Section 9.4                
Record Date for
Dividends and Rights. 


The
board may fix in advance a date, preceding by not more than 60 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 for 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
board. 


Section 9.5                
Unclaimed
Dividends. 


Any
dividend unclaimed after a period of 6 years from the date on which the same
has been declared to be payable shall be forfeited and shall revert to the
Corporation.


ARTICLE 10

MEETINGS OF SHAREHOLDERS  


Section 10.1            
Annual
Meetings. 


The
annual meeting of shareholders shall be held at such time in each year and at
such place as the board, the chairperson of the board or the president &
CEO may from time to time determine, for the purpose of considering the
financial statements and reports required by the Act to be placed before the
annual meeting, electing directors, appointing an auditor and for the
transaction of such other business as may properly be brought before the
meeting. 


Section 10.2            
Special
Meetings. 


The
board, the chairperson of the board or the president & CEO shall have power
to call a special meeting of shareholders at any time. 


Section
10.3      Notice of
Meetings.


A notice of meeting of shareholders or, to the extent required
under the Act any adjournment of
postponement thereof, shall be given as specified by the
Act and other applicable law, and may be given in the manner
provided in Article 12.


Section
10.4    Chairperson, Secretary and Scrutineers.


The
chairperson of any meeting of shareholders shall be the first mentioned of such
of the following officers as have been appointed and who is present at the
meeting: the chairperson of the board, the president & CEO or another
officer of the Corporation who is a shareholder. If no such officer is present
within 15 minutes from the time fixed for holding the meeting, the persons
present and entitled to vote shall choose one of their number to be
chairperson. If the secretary of the Corporation is absent, the chairperson
shall appoint some person, who need not be a shareholder, to act as secretary
of the meeting. If desired, one or more scrutineers,
who need not be shareholders, may be appointed by a resolution or by the
chairperson with the consent of the meeting. 




- 11 -







 



Section
10.5    Persons Entitled to be Present. 


The only
persons entitled to be present at a meeting of shareholders shall be those entitled
to vote thereat, the directors and 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 on the invitation of the chairperson of the meeting
or with the consent of the meeting. 


Section
10.6    Quorum. 


Subject
to the Act, a quorum for the transaction of business at any meeting of
shareholders shall be two (2) persons present and holding or representing by
proxy not less than twenty-five percent (25%) of the total number of issued
shares of the Corporation having voting rights at the meeting. If a quorum is
present at the opening of any meeting of shareholders, the shareholders present
or represented by proxy may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting. If a
quorum is not present at the opening of any meeting of shareholders, the
shareholders present or represented by proxy may adjourn the meeting to a fixed
time and place but may not transact any other business. 


Section
10.7    Right to Vote.



Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association, at any meeting of
shareholders for which the Corporation has prepared a list of shareholders
entitled to notice every person who is named in such list shall be entitled to
vote the shares shown thereon opposite their name at the meeting to which such
list relates.  At any meeting of shareholders for which the Corporation has not
prepared a list of shareholders entitled to notice every person shall be
entitled to vote at the meeting who at the time of the commencement of the
meeting is entered in the securities register as the holder of one or more
shares carrying the right to vote at such meeting. 


Section
10.8    Proxyholders and Representatives. 


(1)              
Every
shareholder entitled to vote at a meeting of shareholders may appoint a
proxyholder, or one or more alternate proxyholders, who need not be
shareholders, to attend and act as their representative at the meeting in the
manner and to the extent authorized and with the authority conferred by the
proxy. A proxy shall be executed by the shareholder or by the shareholder's
attorney authorized in writing and shall conform with the requirements of the
Act. 


(2)              
Alternatively,
every such shareholder which is a body corporate or association may authorize
by resolution of its directors or governing body an individual to represent it
at a meeting of shareholders and such individual may exercise on the
shareholder's behalf all the powers it could exercise if it were an individual
shareholder. The authority of such an individual shall be established by
depositing with the Corporation a certified copy of such resolution, or in such
other manner as may be 




- 12 -







 

satisfactory to the secretary
of the Corporation or the chairperson of the meeting. Any such representative
need not be a shareholder.


Section
10.9    Time for Deposit of Proxies.



The
board may specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting by not more than 48 hours exclusive of
non-business days, before which time proxies to be used at such meeting must be
deposited.  A proxy shall be acted upon only if, prior to the time so
specified, it shall have been deposited with the Corporation or an agent
thereof specified in such notice or if, no such time having been specified in
such notice, it has been received by the secretary of the Corporation or by the
chairperson of the meeting or any adjournment thereof prior to the time of
voting. To the extent permitted by the Act, the lodging and tabulation of
proxies may be performed by telephone or other electronic forms of
communication.


Section
10.10  Votes to Govern.



At any
meeting of shareholders every question shall, unless otherwise required by the
articles or by-laws or by law, be determined by a majority of the votes cast on
the question. In case of an equality of votes either upon a show of hands or
upon a poll, the chairperson of the meeting shall not be entitled to a second
or casting vote. 


Section
10.11  Show of Hands.



Subject
to the provisions of the Act, any question at a meeting of shareholders may be
decided by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote shall have one vote. Whenever a vote by show of hands shall
have been taken upon a question, unless a ballot thereon is so required or demanded,
a declaration by the chairperson of the meeting that the vote upon the question
has been carried or carried by a particular majority or not carried, and an
entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against any
resolution or other proceeding in respect of the said question, and the result
of the vote so taken shall be the decision of the shareholders upon the said
question. 


Section
10.12  Ballots. 


On any
question proposed for consideration at a meeting of shareholders, and whether
or not a show of hands has been taken thereon, the chairperson or any person
who is present and entitled to vote, whether as shareholder or proxyholder, on
such question at the meeting may require or demand a ballot. A ballot so
required or demanded shall be taken in such manner as the chairperson shall
direct. A requirement or demand for a ballot may be withdrawn at any time prior
to the taking of the ballot. If a ballot is taken, each person present shall be
entitled, in respect of the shares which they are entitled to vote at the
meeting upon the question, to that number of votes provided by the Act or the
articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question. 


Section
10.13  Meetings by Telephonic, Electronic or Other Communication Facility. 


Meetings
of shareholders may be held entirely by means of a telephonic, electronic or
other communication facility that permits all participants to communicate
adequately with each other.  Any person entitled to
attend a meeting of shareholders may participate in such meeting by means of a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other if the Corporation makes
available such a communication facility and any person participating in a
meeting by such means is deemed to be present at the meeting.  Any vote at such
a meeting may be held entirely by means of a telephonic, electronic or other
communication facility.




- 13 -







 



Section
10.14  Nominations
of Directors. 


1.                 
Subject only to
the Canada Business Corporations Act (the “Act”) and the
articles, only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation.
Nominations of persons for election to the board of directors of the
Corporation (the “Board”) may be made at any annual meeting of
shareholders, or at any special meeting of shareholders if one of the purposes
for which the special meeting was called was the election of directors.  Such
nominations may be made in the following manner:


a.                  
by or at the
direction of the Board, including pursuant to a notice of meeting; 


b.                 
by or at the
direction or request of one or more shareholders of the Corporation pursuant to
a proposal made in accordance with the provisions of the Act, or a requisition
of meeting of the shareholders of the Corporation made in accordance with the provisions
of the Act; or 


c.                  
by any person
(a “Nominating Shareholder”): (A) who, at the close of business on the
date of the giving of the notice provided below in this section 10.14 and on the record date for notice
of such meeting, is entered in the securities register of the Corporation as a
holder of one or more shares carrying the right to vote at such meeting or who
beneficially owns shares that are entitled to be voted at such meeting; and (B)
who complies with the notice procedures set forth below in this section 10.14.


2.                 
In addition to
any other applicable requirements, for a nomination to be made by a Nominating
Shareholder, the Nominating Shareholder must have given timely notice thereof
in proper written form to the Corporate Secretary of the Corporation at the
principal executive offices of the Corporation.


3.                 
To be timely, a
Nominating Shareholder’s notice to the Corporate Secretary of the Corporation
must be made:


a.                  
in the case of
an annual meeting of shareholders, not less than 30 nor more than 65 days prior
to the date of the annual meeting of shareholders; provided, however, that in
the event that the annual meeting of shareholders is to be held on a date that
is less than 50 days after the date on which the
first public announcement (the “Notice Date”) of the date of the annual
meeting was made, notice by the Nominating Shareholder may be made not later
than the close of business on the tenth (10th) day following the Notice Date;
and 


b.                 
in the case of
a special meeting (which is not also an annual meeting) of shareholders called
for the purpose of electing directors (whether or not called for other
purposes), not later than the close of business on the fifteenth (15th) day
following the day on which the first public announcement of the date of the
special meeting of shareholders was made. 






- 14 -







 

c.                  
In no event
shall any adjournment or postponement of a meeting of shareholders or the
announcement thereof commence a new time period for the giving of a Nominating
Shareholder’s notice as described above.


4.                 
To be in proper
written form, a Nominating Shareholders’ notice to the Corporate Secretary of
the Corporation must set forth:


a.                  
as to each
person whom the Nominating Shareholder proposes to nominate for election as a
director: (A) the name, age, business address and residential address of the
person; (B) the principal occupation or employment of the person; (C) the class
or series and number of shares in the capital of the Corporation which are
controlled or which are owned beneficially or of record by the person as of the
record date for the meeting of shareholders (if such date shall then have been
made publicly available and shall have occurred) and as of the date of such
notice; and (D) any other information relating to the person that would be
required to be disclosed in a dissident’s proxy circular in connection with
solicitations of proxies for election of directors pursuant to the Act and
Applicable Securities Laws (as defined below); and 


b.                 
as to the
Nominating Shareholder giving the notice, any proxy, contract, arrangement,
understanding or relationship pursuant to which such Nominating Shareholder has
a right to vote any shares of the Corporation and any other information
relating to such Nominating Shareholder that would be required to be made in a
dissident’s proxy circular in connection with solicitations of proxies for
election of directors pursuant to the Act and Applicable Securities Laws (as
defined below).  


The
Corporation may require any proposed director nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed director nominee to serve as an independent
director of the Corporation or that could be material to a reasonable
shareholder of the Corporation’s understanding of the independence, or lack
thereof, of such proposed director nominee.


5.                 
No person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the provisions of this section 10.14; provided, however, that
nothing in this section 10.14 shall be deemed to preclude discussion by a
shareholder (as distinct from the nomination of directors) at a meeting of
shareholders of the Corporation of any matter in respect of which it would have
been entitled to submit a proposal pursuant to the provisions of the Act. The
chairman of the meeting shall have the power and duty to determine whether a
nomination was made in accordance with the procedures set forth in the
foregoing provisions and, if any proposed nomination is not in compliance with
such foregoing provisions, to declare that such defective nomination shall be
disregarded.


6.                 
For purposes of
this section 10.14:


a.                  
“public
announcement” shall mean disclosure in a press release reported by a
national news service in Canada, or in a document publicly filed by the
Corporation under its profile on the System of Electronic Document Analysis and
Retrieval at www.sedar.com; and 


b.                 
“Applicable
Securities Laws” means the applicable securities legislation of each
relevant province of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such
statute and the published national instruments, multilateral instruments,
policies, bulletins and notices of the securities commission and similar
regulatory authority of each province of Canada.




- 15 -







 



7.                 
Notwithstanding
any other provision of this section 10.14, notice given to the Corporate
Secretary of the Corporation may only
be given by personal delivery, facsimile transmission or by email (at such
email address as stipulated from time to time by the Corporate Secretary of the
Corporation for purposes of this notice), and shall be deemed to have been
given and made only at the time it is served by personal delivery, email (at
the aforesaid address) or sent by facsimile transmission (provided that receipt
of confirmation of such transmission has been received) to the Corporate
Secretary of the Corporation at the address of the principal executive offices
of the Corporation; provided that if such delivery or electronic communication
is made on a day which is a not a business day or later than 5:00 p.m.
(Montreal time) on a day which is a business day, then such delivery or
electronic communication shall be deemed to have been made on the subsequent
day that is a business day.


8.                 
Notwithstanding
the foregoing, the Board may, in its sole discretion, waive any requirement in
this section 10.14.


ARTICLE 11

DIVISIONS AND DEPARTMENTS 


Section 11.1            
Creation and
Consolidation of Divisions.



The
board or the president & CEO may cause the business and operations of the
Corporation or any part thereof to be divided, segregated or consolidated into
one or more divisions upon such basis as may be considered appropriate. From
time to time the board or the president & CEO may authorize the appointment
of officers for any such division, the determination of their powers and
duties, and the removal of any such officer so appointed without prejudice to
such officer's right under any employment contract or in law, provided that any
such officers shall not, as such, be officers of the Corporation, unless
expressly designated as such. 


ARTICLE 12

NOTICES 


Section 12.1            
Method of
Giving Notices. 


Any
notice or document to be given pursuant to the Act, the regulations thereunder,
the articles or the by-laws to a shareholder or director of the Corporation may
be sent (a) by prepaid mail addressed to, or may be delivered personally to,
the shareholder at the shareholder's latest address as shown in the records of
the Corporation or its transfer agent and the director at the director's latest
address as shown on the records of the Corporation or in the last notice of
directors or notice of change of directors filed under the Act, and a notice or
document sent in accordance with the foregoing to a shareholder or director of
the Corporation shall be deemed to be received by them at the time it would be
delivered in the ordinary course of mail unless there are reasonable grounds
for believing that the shareholder or director did not
receive the notice or document at the time or at all or (b) by electronic means
as permitted by, and in accordance with, the Act and the regulations
thereunder.  The secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor or member of a committee
of the board in accordance with any information believed by the secretary to be
reliable.  The foregoing shall not be construed so as to limit the manner or
effect of giving notice by any other means of communication otherwise permitted
by law. 




- 16 -







 



Section 12.2            
Notice to Joint
Holders. 


If two
or more persons are registered as joint holders of any share, any notice shall
be addressed to all of such joint holders but notice addressed to one of such
persons shall be sufficient notice to all of them. 


Section 12.3            
Computation of
Time. 


In
computing the date when notice must be given under any provision requiring a
specified number of days' notice of any meeting or other event, the date of
giving the notice shall be excluded and the date of the meeting or other event
shall be included. 


Section 12.4            
Undelivered
Notices. 


If any
notice given to a shareholder pursuant to Section 12.1 is returned on two consecutive
occasions because the shareholder cannot be found, the Corporation shall not be
required to give any further notices to such shareholder until the shareholder
informs the Corporation in writing of the shareholder's new address. 


Section 12.5            
Omissions and
Errors. 


The
accidental omission to give any notice to any shareholder, director, officer,
auditor or member of a committee of the board or the non-receipt of any notice
by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise founded thereon. 


Section 12.6            
Persons
Entitled by Death or Operation of Law.



Every
person who, by operation of law, transfer, death of a shareholder or any other
means whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall have been duly given to the
shareholder from whom they derive their title to such share, prior to their
name and address being entered on the securities register (whether such notice
was given before or after the happening of the event upon which they became so
entitled) and prior to their furnishing to the Corporation the proof of
authority or evidence of their entitlement prescribed by the Act. 


Section 12.7            
Waiver of
Notice. 


Any
shareholder, proxyholder, other person entitled to attend a meeting of
shareholders, director, officer, auditor or member of a committee of the board
may at any time waive any notice, or waive or abridge the time for any notice,
required to be given to them under any provision of the Act, the regulations
thereunder, the articles, the by-laws or otherwise and such waiver or abridgement,
whether given before or after the meeting or other event of which notice is
required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver
or abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner. 




- 17 -







 



ARTICLE 13

EFFECTIVE DATE 


Section 13.1            
Effective Date. 


This
by-law shall come into force on the date of
the resolution of the board enacting this by-law.


Section 13.2            
Repeal. 


All
previous by-laws of the Corporation are repealed as of the coming into force of
this by-law. Such repeal shall not affect the previous operation of any by-law
so repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under, or the validity of any
contract or agreement made pursuant to, or the validity of any articles or
predecessor charter documents of the Corporation obtained pursuant to, any such
by-law prior to its repeal. All officers and persons acting under any by-law so
repealed shall continue to act as if appointed under the provisions of this
by-law and all resolutions of the shareholders or the board or a committee of
the board with continuing effect passed under any repealed by-law shall
continue good and valid except to the extent inconsistent with this by-law and
until amended or repealed. 


MADE by
the board the 6th day of February, 2015.


 


	
   

  	
   

  	
  /s/
  Hartland Paterson

  
	
   

  	
   

  	
  Secretary

  




 


 


            CONFIRMED by the
shareholders in accordance with the Act the 12th day of August,
2015.


 


	
   

  	
   

  	
  /s/
  Hartland Paterson

  
	
   

  	
   

  	
  Secretary

  




 


 








- 18 -