Cambior Inc.: Exhibit 4.2 - Prepared by TNT Filings Inc.



 



CAMBIOR INC.



CERTIFIED EXTRACT of
a resolution adopted by the board of directors of Cambior Inc. ("Company") at a
meeting duly called and held in Montreal, Province of Quebec, on March 5, 1987.




On motion duly made and seconded, it is
unanimously resolved that the following by-law be enacted, said by-law repealing
and substituting the general by-laws previously adopted by the Company. 



BY-LAW NO. 17 



General by-law relating to the regulation of the affairs of
the Company. 

Definition and interpretation 



  1. In this by-law and in all other
  by-laws of the Company, unless the context otherwise requires: 

  
    (a) "Act"
    means the Companies Act (Revised Statutes of Quebec 1977, chapter C-38), as
    amended and any legislation which might be substituted therefore; in the
    event of amendment or substitution any reference contained in the bylaws of
    the Company shall be interpreted as a reference to the provisions of the Act
    as modified or substituted; 

    (b) "articles" means
    articles of continuation of the Company as well as all amendments which
    might be made subsequently; 

    (c) "by-laws" means this
    by-law as well as all other by-laws of the Company in force at the
    appropriate time; 

    (d) terms used
    only in singular include plural and vice versa; those used in the masculine
    gender include the feminine and vice versa; terms designating natural
    persons designate also legal persons, partnerships, companies, unions,
    trusts and any other group of natural persons or legal persons; 

    (e) headings of
    this by-law appear only to facilitate the consultation and should not be
    considered in the interpretation of the provisions of the by-law and such
    headings shall not be deemed to amend or explain the scope or the meaning of
    the said expressions or provisions; 

    (f) subject to the foregoing,
    definitions provided for in the Act apply to the by-law. 

  





	
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Company's office 



  2. Company's office. The
  head office of the Company is located in the judicial district mentioned in
  its articles. 

  The Company may open offices at any location determined by
  resolution of the board of directors. 



Shareholders



  3. Annual
  meeting. Subject to the provisions of applicable legislation, the annual
  meeting of the shareholders of the Company shall be held at such place, date
  and time as the board of directors may from time to time determine. 
  

  4. Special
  general meetings. In addition to the provisions of applicable legislation
  governing the calling of special general meetings, special general meetings of
  shareholders may be called at any time by order of the chairman or the
  president and chief executive officer or, in their absence, by order of any
  member of the executive committee of the Company. 

  Special general meetings of shareholders
  shall be held at such place, date and time as determined by the board of
  directors or at any other place where all shareholders of the Company entitled
  to vote at such meeting are present in person or represented by proxy. 
  

  5. Notice of
  meeting. A notice specifying the place, date, time and the object of any
  meeting of shareholders shall be given to all shareholders entitled to receive
  such notice or sent to them by mail in a prepaid envelope; such notice shall
  be sent to them at their last known address and sent not less than 21 days and
  not more than 50 before the date fixed for the meeting. 

  In the event of a joint holding of a share,
  any notice of meeting is addressed to the person first mentioned in the books
  as one of the holders; a notice so given shall be sufficient notice to all the
  joint holders. 

  Irregularities in the notice or in the
  giving thereof as well as the accidental omission to give notice of meeting to
  a shareholder, or the non-receipt of any notice by any of the shareholders,
  shall not invalidate any resolution adopted, any action made or any step taken
  at such meeting. 

  6. Quorum,
  voting and adjournment. Two persons representing personally or by proxy
  25% of the outstanding shares of the capital stock of the Company carrying
  voting rights at the meeting constitute a quorum necessary for the transaction
  of business at any meeting of shareholders. 

  




	
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  Subject to appropriate provisions of
  applicable legislation and articles of incorporation and any other by-law of
  the Company, all matters submitted to a meeting of shareholders shall be
  decided by a majority vote which decision shall be binding upon all
  shareholders. 

  Should a quorum not be present, the
  shareholders present at the meeting and entitled to be counted for the purpose
  of forming a quorum shall have power to adjourn any meeting of shareholders
  from time to time and from a place to another, without any other notice than
  an announcement at the meeting and this, until a quorum is present. Any
  business which could have been transacted at a meeting before its adjournment
  may be transacted at the adjournment provided that a quorum is present. 
  

  7. Right to vote and proxy.
  Voting may be done either personally or by proxy. 

  At any meeting of the shareholders, each
  shareholder present at such meeting and entitled to vote thereat shall have on
  a show of hands one vote and, upon a poll, each shareholder entitled to vote
  thereat, present or represented by proxy, shall be entitled to one vote for
  each share carrying voting rights at such meeting and registered in his name
  on the books of the Company at the time of the meeting or, if it was
  determined, the record date (i.e. date upon which the books of the Company
  were closed). Before or immediately after the result of show of hands is
  declared, any shareholder or proxyholder may demand a poll. 

  In the case of joint holding of a share, the
  vote given by the holder who votes, personally or by a proxy and whose name
  stands first on the books of the Company, will be accepted therefore excluding
  the votes of any or all other joint holders. 

  8. Chairman of
  the meeting. The chairman of the board of directors or, in his absence,
  the vice chairman of the board of directors or in his absence, the president
  and chief executive officer or, in his absence, any member of the executive
  committee chosen by a majority of the members of the board of directors shall
  preside at any meeting of shareholders. If the person designated to preside at
  any meeting of shareholders is absent or withdraws, the persons present may
  choose among them any one to perform the duties of the chairman of the
  meeting. 

  9. Secretary of
  the meeting. At each meeting of the shareholders, the secretary or, in his
  absence, a person designated by the chairman of the meeting performs the
  duties of the secretary. 

  10. Scrutineers.
  The chairman of the meeting of shareholders may appoint one or more persons,
  which need not be shareholders, to act as scrutineers at such meeting. 
  





	
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Directors 



  11. Number.
  Subject to subsequent amendments in conformity with appropriate provisions of
  the applicable legislation, the board of directors of the Company consists of
  not less than seven persons and not more than fifteen persons. 

  12. Election. The directors
  are elected at an annual meeting of shareholders. Such election is made by a
  show of hands unless a poll is demanded. 

  13. Vacancy.
  Notwithstanding any vacancy in the number of members of the board of
  directors, the directors then in office, if they are enough to constitute a
  quorum, may exercise all powers of the board. In the event of an increase in
  the number of directors within the maximum limit provided for in section 11 of
  this by-law, one or more vacancies, as the case may be, shall be deemed to
  have occurred and directors then in office, if quorum is present, may elect
  the new director(s); they will see to fill any office which became vacant due
  to death, resignation, invalidity or other reason. 

  14. Quorum.
  Directors may from time to time determine the quorum of any meeting of the
  board of directors but insofar as such quorum is not so determined, a simple
  majority of the directors in office shall constitute the quorum for the
  meetings of the board of directors. 

  15. Remuneration and fees.
  Directors' remuneration is the remuneration determined from time to time by
  resolution of the board of directors. 

  In addition to their remuneration, directors
  are entitled to be reimbursed of their travelling expenses to attend the
  meetings of the board of directors as well as any other disbursements incurred
  for the affairs of the Company. 

  16. Meeting of
  directors. Immediately after each annual meeting of shareholders,
  directors elected and then present shall meet together, without any prior
  notice, and, if a quorum is present, appoint the officers of the Company and
  transact any other business on the agenda. 

  Officers so appointed shall be a chairman of
  the board, a vice chairman of the board, a president and chief executive
  officer, a secretary and if they deem appropriate, one or more vice
  presidents, a treasurer, one or more assistant secretaries or one or more
  assistant treasurers. 

  The meetings of the board of directors may
  be called at any time by order of the chairman or the president and chief
  executive officer or by a majority of the members of the board of directors.
  





	
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  17. Notice.
  A notice of any meeting of the board of directors specifying the place, date
  and time of such meeting, shall be sent to each of the directors at his
  residence or usual office, not less than four days before the date of the
  meeting. Such notice shall be sent by mail in a prepaid envelope or by
  telegram, telex or cable or given personally to the addressee. 

  In the event where the chairman, the
  president and chief executive officer or a majority of the board of directors
  considers it is urgent to call a meeting of the board of directors, such
  meeting may be called by giving a notice of not less than twelve hours to each
  of the directors by the means, which is the most appropriate in the
  circumstances and such notice shall be sufficient for the meeting so called.
  

  Irregularities in the notice or in the
  giving thereof, as well as the accidental omission to give notice of the
  meeting to a director, or the non-receipt by any of the directors, shall not
  invalidate any resolution adopted, any action made or any step taken at such
  meeting. 

  18. Chairman of
  the meeting. The chairman of the board of directors shall preside at all
  meetings of the board of directors. In his absence, the meeting shall be
  presided by the vice chairman of the board of directors or, in his absence, by
  the president and chief executive officer. In their absence, any director
  chosen by a majority of the members of the board of directors shall preside at
  the meeting. 

  19. Voting.
  Questions submitted to the vote at any meeting of the board of directors shall
  be decided by a majority of the votes. In the event of a draw, the chairman of
  the meeting shall not have a second or casting vote. 

  20. Limits of
  liability. No director nor officer is liable for the act, negligence or
  default of a third party, including any director, officer or employee, nor for
  his participation to receipts or acts for compliance, nor for losses, damages
  or expenses incurred by the Company due to the deficiency or defect of any
  title with respect to an asset acquired by the Company or on its behalf, nor
  for the deficiency or defect of any security in which funds of the Company are
  invested, nor for losses or damages resulting from the bankruptcy, insolvency,
  delict, quasi-delict or a delictual act of a third party in whose hands funds,
  securities or other assets of the Company are deposited, nor for losses
  resulting from a misjudgment or a misunderstanding on his part, nor for other
  losses, damages or misfortunes arising from the performance of the duties of
  his office, except in case of negligence or wilful default on his part;
  however, nothing in this section discharges the directors or officers from
  their obligation to act in accordance with the binding provisions of the Act
  nor from their responsibilities resulting from such obligation. 

  21. 
  Indemnification. Without derogating in any manner whatsoever from the
  binding provisions of the Act and without limiting them, but subject to the
  conditions contained therein, the Company shall indemnify its directors, its
  officers or their 





	
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  predecessors, the persons who upon its
  request, act as such for a legal person of which it is a shareholder or
  creditor (or all the persons who assume a responsibility on behalf of the
  Company or of such a legal person), as well as their heirs and agents, for any
  reasonable expenses, including amounts paid to settle a suit or execute a
  judgment, incurred during civil, criminal or administrative proceedings to
  which they were parties in such capacity (including, without limiting the
  generality of the foregoing, losses, liabilities, expenses and charges
  (including the amounts paid to settle a suit or execute a judgment) suffered
  in connection with proceedings for recovery of claims by employees or former
  employees of the Company or of such a legal person (including, without
  restriction, claims for wages, salaries and other remunerations or benefits)
  or in connection with claims based on the omission by the Company to deduct at
  source, to withhold, to remit or to pay amounts as taxes, assessments or other
  expenses of any nature whatsoever in accordance with the requirements of the
  Act): 

  
    (a) if they acted with integrity
    and in good faith in the best interests of the Company; and 

    (b) in the case
    of criminal or administrative proceedings resulting in the payment of a
    fine, if they had sufficient grounds to believe that their conduct was in
    compliance with the Act. 

  

  22. Insurance.
  Subject to the restrictions imposed by the Act, the Company may subscribe and
  maintain in effect insurance covering the liability of its directors and
  officers, acting as directors or officers, that the board of directors deems
  appropriate from time to time. 

  23. Meeting by
  telephone. Directors may take part in a meeting of the board of directors
  through means allowing all participants to verbally communicate with each
  other, namely by telephone. They are then deemed to have been present at the
  meeting. 

  24. Written
  resolution. Written resolutions, signed by all directors entitled to vote
  for such resolutions during meetings of the board, have the same effect as if
  they had been adopted during such meetings. Copy of these resolutions is kept
  with the minutes of the board's deliberations. 

  25. Executive committee. The
  board of directors may select, from among its members, an executive committee
  comprised of at least three directors; the executive committee shall always
  include the chairman of the board of directors and the president and chief
  executive officer. Each of the members of the executive committee shall hold
  office until the board of directors decides otherwise. 





	
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  The executive committee shall have and may
  exercise all the powers of the board of directors, subject only to the
  relevant provisions of the applicable laws and to the restrictions imposed
  from time to time by the board of directors. 

  The board of directors may adopt, from time
  to time, by-laws concerning the executive committee as to the calling and
  holding of its meetings and as to the procedures to be followed during such
  meetings. 

  26. Other
  committee. The board of directors may, from time to time, establish other
  committees in its discretion, the members of which shall be selected from
  among the members of the board of directors, and the number as well as the
  operating guidelines of which shall be determined by the board of directors
  during a meeting duly held. 

  Their mandate shall be determined by
  resolution of the board of directors, and none of the powers to be exercised
  by the board of directors under the laws or by-laws, shall be so delegated.
  

  27. Power to
  distribute shares and to grant options. The shares of the Company are at
  all times under the control of the directors who may, by resolution, accept
  subscriptions therefore, allocate same, issue same, grant options for unissued
  shares of the Company and otherwise dispose of all or part of such shares to
  the directors, officers, employees, persons, firms, companies or corporations,
  subject to such terms and conditions and for such consideration, not contrary
  to the Act or the articles of the Company and at such times as the directors
  may determine. 

  28. Power to
  declare dividends. In compliance with provisions of the Act, the board of
  directors may, by resolution, declare dividends on the issued and outstanding
  shares of the capital of the Company, and cause payment therefore to be made
  by the Company at the time the board deems appropriate, by using the resources
  of the Company available for that purpose. 

  Any dividend not claimed for a five-year period following
  the date on which it was declared payable is expired and reverts to the
  Company. 





	
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Borrowing powers



  29. General borrowing powers.
  The directors may from time to time: 

  
    (a) borrow money upon the credit
    of the Company; 

    (b) limit or increase the amount
    to be borrowed; 

    (c) issue bonds,
    debentures or other securities of the Company and pledge same as security
    for such sums or sell same at such prices as may be deemed appropriate;
    

    (d)
    notwithstanding provisions of the Civil Code, hypothecate, charge or pledge
    the currently owned or subsequently acquired moveable and immoveable
    property of the Company to secure payment of such bonds, debentures or other
    securities, or pledge part only of such assets for the same purposes; and
    hypothecate, charge or pledge as abovementioned by trust deed, in compliance
    with sections 28 and 29 of the Special Corporate Powers Act (R.S.Q. c. P-16)
    or in any other manner; 

    (e) hypothecate
    or pledge immoveable properties, or charge or otherwise encumber in any way
    the moveable properties of the Company or give any such type of security
    interests to secure the payment of the borrowings made in a form other than
    the issue of bonds or debentures, as well as the payment or performance of
    other debts, contracts and commitments of the Company. 

  

  The directors may delegate any or all of the
  foregoing powers to such officers or directors of the Company, to such extent
  and in such manner as the directors may determine. 

  Nothing herein contained shall limit or
  restrict the borrowing of money by the Company on bills of exchange or
  promissory notes made, drawn, accepted or endorsed by or on behalf of the
  Company. 



Capital stock 



  30. Share
  certificates. Certificates representing shares of the capital stock of the
  Company shall be in such form and of such content as shall be approved by the
  board of directors. 

  Such certificates shall bear the signature
  of any two of the following officers: the president and chief executive
  officer, the secretary, the treasurer or the assistant secretary of the
  Company. Each share certificate shall also be countersigned by the transfer
  agent or registrar in order to be valid. 





	
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  The signature of such persons may be engraved, lithographed
  or otherwise mechanically reproduced on such certificates. 

  31. Transfer of
  shares. The transfer of shares of the Company shall be made in accordance
  with the provisions of the Act and upon the terms and conditions that the
  board of directors may determine by resolution from time to time. The board of
  directors may designate one or more transfer agents to see to the transfer and
  registration of all shares of the capital stock of the Company in all places
  determined by the board of directors. 

  The board of directors may at any time remove the transfer
  agent from office and replace him by resolution of a meeting of the board of
  directors duly held. 

  32. Record date.
  The board of directors may fix in advance a date not more than 50 clear days
  preceding the date of any meeting of shareholders of the Company or the date
  fixed for the payment of any dividend or the date fixed for the allotment of
  rights as being the record date for the determination of the shareholders
  entitled to receive notice of any such meeting or adjournment thereof, to
  receive payment of any such dividend or to receive any such allotment of
  rights, in order that in such a case only shareholders of record at the close
  of business on the date so fixed shall be entitled to receive such notice and
  to vote at such meeting, to receive payment of such dividend or allotment of
  such rights, as the case may be, notwithstanding any transfer of shares on the
  books of the Company after such record date. 



Financial year



  33. Financial year. The
  financial year of the Company shall end on the 31st day of December
  in each year. 



Negotiable instruments, contracts and legal
declarations 


  34. Cheques,
  bills of exchange, etc. All cheques, bills of exchange, promissory notes
  and other negotiable instruments shall be signed by such person or officer as
  may be designated by the board of directors. Unless a resolution of the board
  of directors states the contrary, all endorsements of cheques, bills of
  exchange, promissory notes or other negotiable instruments, payable to the
  Company, shall be made for recovery and for deposit to the credit of the
  Company with a duly authorized bank or depositary. Such endorsements may be
  made by means of a rubber stamp or other devices. 

  35. Contracts,
  etc. Any and all acts, agreements, documents, contracts and other
  instruments in writing to be signed by the Company may be validly signed by
  the chairman of the board of directors, the president and chief executive
  officer, a vice president, the secretary or in the manner authorized by the
  board of directors and any and all deeds, agreements, documents, contracts and
  other instruments in 





	
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  writing so signed shall be binding upon the Company without
  any further authorization or formality. 

  36. Legal
  declarations. The chairman of the board of directors, the president and
  chief executive officer, any vice president, the secretary or any director
  shall be authorized to make, on behalf of the Company, any declaration on
  seizure by garnishment, before and after judgment, and to make answer to any
  interrogatories upon articulated facts and other procedures which may be
  necessary in connection with a dispute involving the Company; to make any
  petition for liquidation or winding up or any petition for bankruptcy against
  any debtor of the Company and to grant any proxy with respect thereto; to
  represent the Company at any meeting of creditors at which the Company has
  interests to preserve and to vote and make any decison at such meetings.
  However, the board of directors may at its discretion designate by resolution
  any other person in order to represent the Company for the purposes set forth
  above.