**Exhibit 1.2****Videotron Ltd. / Vidéotron Ltée**(the “Company”)**GENERAL BY-LAWS**BY-LAW ONESHAREHOLDERSARTICLE 1. ANNUAL MEETINGS The annual meeting of shareholders of the Company shall beheld at such place, on such date and at such time as the Board of Directors may determine from timeto time. Annual meetings of shareholders may be called at any time by order of the Board ofDirectors, the Chairman of the Board or, provided they are directors of the Company, the Presidentor any Vice-President.ARTICLE 2. SPECIAL GENERAL MEETINGS Special general meetings of shareholders shall beheld at such place, on such date and at such time as the Board of Directors may determine from timeto time or at any place where all the shareholders of the Company entitled to vote thereat arepresent in person or represented by proxy or at such other place as all the shareholders of theCompany shall approve in writing.          Special general meetings of shareholders may be called at any time by order of the Board ofDirectors, the Chairman of the Board or, provided they are directors of the Company, the Presidentor any Vice-President.ARTICLE 3. NOTICE OF MEETING Notice specifying the place, date, time and purpose of anymeeting of shareholders shall be given to all the shareholders entitled thereto at least 21 daysbut not more than 50 days prior to the date fixed for the meeting. The notice may be mailed,postage prepaid, to the shareholders at their respective addresses as they appear on the books ofthe Company or delivered by hand or transmitted by any means of telecommunication.          If the convening of a meeting of shareholders is a matter of urgency, notice of such meetingmay be given not less than 48 hours before such meeting is to be held.
 

 
 - 2 -          In the case of joint holders of a share, the notice of meeting shall be given to that one ofthem whose name stands first in the books of the Company and notice so given shall be sufficientnotice to all the joint holders.          Irregularities in the notice or in the giving thereof as well as the unintentional omission togive notice to, or the non-receipt of any such notice by, any of the shareholders shall notinvalidate any action taken by or at any such meeting.ARTICLE 4. CHAIRMAN The Chairman of the Board or, in his absence, the President, if heis a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (tobe designated by the meeting in the event of more than one such Vice-President being present) shallpreside at all meetings of shareholders. If all of the aforesaid officers be absent or decline toact, the persons present and entitled to vote may choose one of their number to act as chairman ofthe meeting. In the event of an equality of votes, the chairman of any meeting shall not beentitled to a casting vote in respect of any matter submitted to the vote of the meeting.ARTICLE 5. QUORUM, VOTING AND ADJOURNMENTS The holder or holders of not less than 30% ofthe outstanding shares of the share capital of the Company carrying voting rights at such meeting,present in person or represented by proxy, shall constitute a quorum for any meeting ofshareholders of the Company.          The acts of the holders of a majority of the shares so present or represented and carryingvoting rights thereat shall be the acts of all the shareholders except as to matters on which thevote or consent of the holders of a greater number of shares is required or directed by the lawsgoverning the Company, the constituting act or the by-laws of the Company.          Should a quorum not be present at any meeting of shareholders, those present in person andentitled to be counted for the purpose of forming a quorum shall have power to adjourn the meetingfrom time to time and from place to place without notice other than announcement at the meetinguntil a quorum shall be present. At any such adjourned meeting, provided a quorum is present, anybusiness may be transacted which might have been transacted at the meeting adjourned.ARTICLE 6. RIGHT TO VOTE AND PROXY At all meetings of shareholders, each shareholderpresent and entitled to vote thereat shall have on a show of hands one vote and, upon a poll, eachshareholder present in person or represented by proxy shall be entitled to one vote for each sharecarrying voting rights registered in his name in the books of the Company unless, under the termsof the constituting act some other scale of voting is fixed, in which event such scale of votingshall be adopted. Any shareholder or proxy may demand a ballot (either before or on the
 

 
 - 3 -declaration of the result of a vote upon a show of hands) in respect of any matter submitted to thevote of the shareholders.          In the case of joint holders of a share, the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, andfor this purpose seniority shall be determined by the order in which the names stand in the booksof the Company.ARTICLE 7. SCRUTINEERS The chairman at any meeting of shareholders may appoint one ormore persons, who need not be shareholders, to act as scrutineer or scrutineers at the meeting.ARTICLE 8. ADDRESSES OF SHAREHOLDERS Every shareholder shall furnish to the Company anaddress to which all notices intended for such shareholder shall be given, failing which, any suchnotice may be given to him at any other address appearing on the books of the Company. If noaddress appears on the books of the Company, such notice may be sent to such address as the personsending the notice may consider to be the most likely to result in such notice promptly reachingsuch shareholder.BY-LAW TWOBOARD OF DIRECTORSARTICLE 1. ELECTION OF DIRECTORS AND TERM OF OFFICE Except as herein otherwise provided,each director shall be elected at an annual meeting of shareholders or at any special generalmeeting of shareholders called for that purpose, by a majority of the votes cast in respect of suchelection. It shall not be necessary that the voting for the election of directors of the Companybe conducted by ballot unless voting by ballot is requested by a shareholder or proxy. Eachdirector so elected shall hold office until the election of his successor unless he shall resign orhis office become vacant by death, removal or other cause.ARTICLE 2. ACTS OF DIRECTORS All acts done by the directors or by any person acting as adirector, until their successors have been duly elected or appointed, shall, notwithstanding thatit be afterwards discovered that there was some defect in the election of the directors or suchperson acting as aforesaid or that they or any of them were disqualified, be as valid as if thedirectors or such other person, as the case may be, had been duly elected and were qualified to bedirectors of the Company.ARTICLE 3. POWER TO ALLOT STOCK AND GRANT OPTIONS Subject to the provisions of theconstituting act of the Company, the shares of the Company
 

 
 - 4 -shall be at all times under the controlof the directors who may by resolution, from time to time, accept subscriptions, allot, issue,grant options in respect of or otherwise dispose of the whole or any part of the unissued shares ofthe share capital of the Company on such terms and conditions, for such consideration not contraryto law or to the constituting act of the Company and at such timesprescribed in such resolutions. The directors may, from time to time, make calls upon theshareholders in respect of any moneys unpaid upon their shares. Each shareholder shall pay theamount called on his shares at the time and place fixed by the directors.ARTICLE 4. POWER TO DECLARE DIVIDENDS The directors may from time to time as they maydeem advisable, declare and pay dividends out of any funds available for dividends to theshareholders according to their respective rights and interest therein.          Any dividend may be paid by cheque or warrant made payable to and mailed to the address on thebooks of the Company of the shareholder entitled thereto and in the case of joint holders to thatone of them whose name stands first in the books of the Company, and the mailing of such cheque orwarrant shall constitute payment unless the cheque or warrant is not paid upon presentation.ARTICLE 5. PLACE OF MEETINGS AND NOTICES All meetings of the Board of Directors shall beheld at such place, on such date and at such time as may be determined from time to time by theBoard of Directors or at any place where all the directors are present.          Any meeting of the Board of Directors may be called at any time by or on the order of theChairman of the Board or, provided they are directors of the Company, the President or anyVice-President or by any two directors.          Notice specifying the place, date and time of any meeting of the Board of Directors shall begiven to each of the directors at least 72 hours prior to the date fixed for such meeting. Thenotice may be mailed, postage prepaid, to each director at his residence or usual place ofbusiness, or delivered by hand or transmitted by any means of telecommunication.          In any case where the convening of a meeting of directors is a matter of urgency, notice ofsuch meeting may be given not less than 3 hours before such meeting is to be held.          Notwithstanding any other provisions of this ARTICLE 5, immediately after the annual meetingof shareholders in each year, a meeting of such of the newly elected directors as are then presentshall be held, provided they shall constitute a quorum, without further notice, for the election orappointment of
 

 
 - 5 -officers of the Company and the transaction of such other business as may comebefore them.ARTICLE 6. CHAIRMAN The Chairman of the Board or, in his absence, the President, if heis a director, or, in his absence, one of the Vice-Presidents who is a director of the Company (tobe designated by the meeting in the event of more thanone such Vice-President being present) shall preside at all meetings of the directors. If all ofthe aforesaid officers are absent or decline to act, the directors present may choose one of theirnumber to act as chairman of the meeting. In the event of an equality of votes, the chairman ofany meeting shall be entitled to cast one vote as a director, but not a second or casting vote inrespect of any matter submitted to the vote of the meeting.ARTICLE 7. QUORUM Except when the Company has only one director, the directors may fromtime to time fix by resolution the quorum for meetings of directors, but until otherwise fixed, amajority of the directors in office shall constitute a quorum.ARTICLE 8. VACANCIES AND RESIGNATION In the case of a vacancy occurring in the Board ofDirectors, the directors then in office, by the affirmative vote of a majority of said remainingdirectors, so long as a quorum of the Board remains in office, may from time to time and at anytime fill such vacancy for the remainder of the term.ARTICLE 9. SOLE DIRECTOR In the case where the Company has only one director, the actsthat may be or are required to be taken by the Board of Directors or by two directors of theCompany, under the Company’s by-laws, may be taken by the sole director of the Company.BY-LAW THREEOFFICERSARTICLE 1. OFFICERS The directors shall elect or appoint a President, shall appoint aSecretary and may also elect or appoint as officers a Chairman of the Board, one or moreVice-Presidents, one or more Assistant-Secretaries, a Treasurer and one or moreAssistant-Treasurers. Such officers shall be elected or appointed at the first meeting of theBoard of Directors after each annual meeting of shareholders. There may also be appointed suchother officers as the Board of Directors may from time to time deem necessary. Such officers shallrespectively perform such duties, in addition to those specified in the by-laws of the Company, asshall from time to time be prescribed by the Board of Directors. The same person may hold morethan one
 

 
 - 6 -office, provided, however, that the same person shall not hold the office of President andVice-President. None of such officers except the Chairman of the Board need be a director of theCompany.ARTICLE 2. CHAIRMAN OF THE BOARD The Chairman of the Board, if any, shall preside at allmeetings of directors and shareholders of the Company and he shall have such other powers andduties as the Board of Directors may determine from time to time.ARTICLE 3. PRESIDENT The President shall be the chief executive officer of the Companyand shall exercise a general control of and supervision over its affairs. He shall have such otherpowers and duties as the Board of Directors may determine from time to time.ARTICLE 4. VICE-PRESIDENT OR VICE-PRESIDENTS The Vice-President or Vice-Presidents shallhave such powers and duties as may be determined by the Board of Directors from time to time. Incase of the absence, disability, refusal or omission to act of the President, a Vice-Presidentdesignated by the directors may exercise the powers and perform the duties of the President and, ifsuch Vice-President exercises any of the powers or performs any of the duties of the President, theabsence, disability, refusal or omission to act of the President shall be presumed.ARTICLE 5. TREASURER AND ASSISTANT-TREASURERS The Treasurer shall have general charge ofthe finances of the Company. He shall render to the Board of Directors, whenever directed by theBoard and as soon as possible after the close of each financial year, an account of the financialcondition of the Company and of all his transactions as Treasurer. He shall have charge andcustody of and be responsible for the keeping of the books of account required under the lawsgoverning the Company. He shall perform all the acts incidental to the office of Treasurer or asmay be determined by the Board of Directors from time to time.          Assistant-Treasurers shall perform any of the duties of the Treasurer delegated to them fromtime to time by the Board of Directors or by the Treasurer.ARTICLE 6. SECRETARY AND ASSISTANT-SECRETARIES The Secretary shall attend to the givingof all notices of the Company and shall keep the records of all meetings and resolutions of theshareholders and of the Board of Directors in a book to be kept for that purpose. He shall keep insafe custody the seal of the Company, if any. He shall have charge of the books containing thenames and addresses of the shareholders and directors of the Company and such other books andpapers as the Board of Directors may direct. He shall perform such other duties
 

 
 - 7 -incidental to hisoffice or as may be required by the Board of Directors from time to time.          Assistant-Secretaries shall perform any of the duties of the Secretary delegated to them fromtime to time by the Board of Directors or by the Secretary.ARTICLE 7. SECRETARY-TREASURER Whenever the Secretary shall also be the Treasurer hemay, at the option of the Board of Directors, be designated the “Secretary-Treasurer”.ARTICLE 8. REMOVAL The Board of Directors may, subject to the law and the provisions ofany contract, remove and discharge any officer of the Company at any meeting called for thatpurpose and may elect or appoint any other person.BY-LAW FOURSHARE CAPITALARTICLE 1. SHARE CERTIFICATES Certificates representing shares of the share capital ofthe Company shall be approved by the Board of Directors. Share certificates shall bear thesignatures of two directors or two officers of the Company or of one director and one officer ofthe Company. Such signatures may be engraved, lithographed or otherwise mechanically reproducedthereon. Any certificate bearing the facsimile reproduction of the signature of any of suchauthorized persons shall be deemed to have been manually signed by him and shall be as valid to allintents and purposes as if it had been manually signed, notwithstanding that the person whosesignature is so reproduced shall, at the time that the certificate is issued or on the date of suchcertificate, have ceased to be an officer or director of the Company, as the case may be.
 

 
 - 8 -ARTICLE 2. TRANSFER OF SHARES A register of transfers containing the date andparticulars of all transfers of shares of the share capital of the Company shall be kept either atthe head office or at such other office of the Company or at such other place in the Province ofQuébec as may be determined, from time to time, by resolution of the Board of Directors. One ormore branch registers of transfers may be kept at any office of the Company or any other placewithin the Province of Québec or elsewhere as may from time to time be determined by resolution ofthe Board of Directors. The date and particulars of all transfers of shares contained in a branchregister of transfers must also be entered in the register of transfers. Such register oftransfers and branch registers of transfers shall be kept by the Secretary or by such other officeror officers as may be specially charged with this duty or by such agent or agents as may beappointed from time to time for that purpose by resolution of the Board of Directors.          Entry of the transfer of any share of the share capital of the Company may be made in theregister of transfers or in a branch register of transfers regardless of where the certificaterepresenting the share to be transferred shall have been issued.          If the shares of the share capital of the Company to be transferred are represented by acertificate, the transfer of such shares shall not be entered in the register of transfers or thebranch register of transfers, unless or until the certificate representing the shares to betransferred has been duly endorsed and surrendered for cancellation.ARTICLE 3. CLOSING OF BOOKS The Board of Directors may, from time to time, by resolutionclose the register of transfers and the branch registers of transfers, if any, for any time ortimes not exceeding in the whole 60 days in each financial year of the Company on giving notice byadvertisement in a newspaper published in the place where the register of transfers is kept and ina newspaper published in the place where each of the branch registers of transfers is kept. TheBoard of Directors may by resolution fix in advance a date not exceeding 60 days preceding the dateof any meeting of shareholders of the Company or the date for the payment of any dividend or thedate for the allotment of any rights as a record date for the determination of the shareholdersentitled to receive notice of any such meeting or to receive payment of any such dividend or to beallotted any such rights. Only shareholders of record on the record date so fixed shall beentitled to receive such notice or to receive payment of such dividend or to be allotted suchrights, as the case may be, notwithstanding any transfer of any shares on the books of the Companyafter such record date.ARTICLE 4. TRANSFER AGENTS AND REGISTRARS The Board of Directors may appoint or removefrom time to time transfer agents or registrars of transfers of
 

 
 - 9 -shares of the share capital of theCompany and, subject to the laws governing the Company, make regulations generally, from time totime, with reference to the transfer of the shares of the share capital of the Company. Upon anysuch appointment being made, all certificates representing shares of the share capital of theCompany thereafter issued shall be countersigned by one of such transfer agents or one of suchregistrars of transfers and shall not be valid unless so countersigned.BY-LAW FIVEFINANCIAL YEAR          The financial year of the Company shall end on December 31 in each year. Such date may,however, be changed from time to time by resolution of the Board of Directors.BY-LAW SIXCONTRACTS          All contracts, deeds, agreements, documents, bonds, debentures and other instruments requiringexecution by the Company may be signed by two directors or two officers of the Company or by onedirector and one officer of the Company or by such persons as the Board of Directors may otherwiseauthorize from time to time by resolution. Any such authorization may be general or confined tospecific instances. Save as aforesaid or as otherwise provided in the by-laws of the Company, nodirector, officer, agent or employee shall have any power or authority to bind the Company underany contract or obligation or to pledge its credit.          The Company may transact business with one or more of its directors or with any firm of whichone or more of its directors are members or employees or with any corporation or association ofwhich one or more of its directors are shareholders, directors, officers or employees. Thedirector who has an interest in such transaction shall disclose it to the Company and to the otherdirectors making a decision in respect of such transaction and shall abstain from discussing andvoting on the question except if his vote is required to bind the Company in respect of suchtransaction.BY-LAW SEVENDECLARATIONS
 

 
 - 10 -     Any director or officer of the Company or any other person nominated for that purpose by anydirector or officer of the Company is authorized and empowered to give instructions to an attorneyto appear and make answer for and on behalf and in the name of the Company to all writs, orders andinterrogatories upon articulated facts issued out of any court and to declare for and on behalf andin the name of the Company any answer to writs of attachment by way of garnishment in which theCompany is garnishee. Any director, officer or person so nominated is authorized and empowered tomake all affidavits and sworn declarations in connection therewith or in connection with any andall judicial proceedings to which the Company is a party and to instruct an attorney to makedemands of abandonment or petitions for winding-up or bankruptcy orders upon any debtor of theCompany and to attend and vote at all meetings of creditors of the Company’s debtors and grantproxies in connection therewith. Any such director, officer or person is authorized to appoint bygeneral or special power or powers of attorney any person or persons, including any person otherthan those directors, officers and persons hereinbefore mentioned, as attorney or attorneys of theCompany to do any of the foregoing things.
 

 
 - 11 -BY-LAW EIGHTSEAL          The seal of the Company, if any, may be affixed by any director or officer of the Company orby any person designated by such director or officer.       ENACTED January 1st, 2006.         Witness the signatures of the President    and the Assistant Secretary of the Company.         /s/ Robert Dépatie     Robert Dépatie    President         /s/ Claudine Tremblay     Claudine Tremblay    Assistant Secretary