**Exhibit 1.11**

 

**VIDEOTRON US INC.**

 

**BY-LAWS**

 

**ARTICLE I**

 

**OFFICES**

 

**Section 1.**              The registered office shall be in the City ofWilmington, County of New Castle, State of Delaware.

 

**Section 2.**              The corporation may also have offices at such otherplaces both within and without the State of Delaware as the board of directorsmay from time to time determine or the business of the corporation may require.

 

**ARTICLE Il**

 

**MEETINGS OFSTOCKHOLDERS**

 

**Section 1**.              All meetings of the stockholders for the election ofdirectors shall be held at such place either within or without the State ofDelaware as shall be designated from time to time by the board of directors andstated in the notice of the meeting. Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof

 

**Section 2.**              Annual meetings of stockholders shall be held at suchdate and time as shall be designated from time to time by the board ofdirectors and stated in the notice of the meeting, at which they shall elect bya plurality vote a board of directors and transact such other business as mayproperly be brought before the meeting.

 

**Section 3**.              Written notice of the annual meeting stating the place,date and hour of the meeting shall be given to each stockholder entitled tovote at such meeting not less than ten nor more than sixty days before the dateof the meeting.

 

**Section 4.**              Special meetings of the stockholders, for any purposeor purposes, unless otherwise prescribed by statute or by the certificate ofincorporation, may be called by the chairman or the president and shall becalled by the president or secretary at the request in writing of:

 

**a)****      **a majority of the board of directors: or

 

**b)****      **stockholders owning a majority in amount of the entirecapital stock

 

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ofthe corporation issued and outstanding and entitled to vote.

 

Such request shallstate the purpose or purposes of the proposed meeting.

 

**Section 5**.                 Written notice of a special meeting stating the place,date and hour of the meeting and the purpose or purposes for which the meetingis called shall be given not less than ten nor more than sixty days before thedate of the meeting, to each stockholder entitled to vote at such meeting.

 

**Section 6.**                 Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice.

 

**Section 7.**                 The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purpose germaneto the meeting, during ordinary business hours, for a period of at least tendays prior to the meeting, either at a place within the city where the meeting isto be held, which place shall be specified in the notice of the meeting, or, ifnot so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the wholetime thereof, and may be inspected by any stockholder who is present.

 

**Section 8.**                 The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business except as otherwise provided by statute or by thecertificate of incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat the meeting, until a quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified. If the adjournment is for more than thirty days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a noticeof the adjourned meeting shall be given to each stockholder of record entitledto vote at the meeting.

 

**Section 9.**                 When a quorum is present at any meeting, the vote ofthe holders of a majority of the stock having voting power present in person orrepresented by proxy shall decide any question brought before such meeting,unless the question is one upon which by express provision of the statutes orof the certificate of incorporation, a different vote is required in which casesuch express provision shall govern and control the decision of such question.

 

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**Section 10.**           Unless otherwise provided in the certificate ofincorporation, each stockholder shall at every meeting of the stockholders beentitled to one vote in person or by proxy for each share of the capital stockhaving voting power held by such stockholder, but no proxy shall be voted on afterthree years from its date, unless the proxy provides for a longer period.

 

**Section 11.**           Unless otherwise provided in the certificate ofincorporation, any action required to be taken at any annual or special meetingof stockholders of the corporation, or any action which may be taken at anyannual or special meeting of such stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forththe action so taken, shall be signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted. Prompt notice of the taking of the corporate actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing.

 

**ARTICLE III**

 

**DIRECTORS**

 

**Section 1.**              The business of the corporation shall be managed by orunder the direction of its board of directors which may exercise all suchpowers of the corporation and do all such lawful acts and things as are not bystatute or by the certificate of incorporation or by these by-laws directed orrequired to be exercised or done by the stockholders.

 

**Section 2**.              The number of directors which all constitute the wholeboard shall be not less than one not more than seven. Within the limits abovespecified, the number of directors shall be fixed from time to time byresolution of the board of directors or by the stockholders at the annualmeeting. The directors shall be elected at the annual meeting of thestockholders, except as provided in Section 3 of this Article, and eachdirector elected shall hold office until his successor is elected andqualified. Directors need not be stockholders.

 

**Section 3.**              Vacancies and newly created directorships resulting fromany increase in the authorized number of directors may be filled by a majorityof the directors then in office, though less than a quorum, or by a soleremaining director, and the directors so chosen shall hold office until thenext annual election and until their successors are duly elected and shall qualify,unless sooner displaced. If there are no directors in office, then an electionof directors may be held in the manner provided by statute. If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice shall constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), the Court of chancery may, uponapplication of any stockholder or stockholders holding at least ten percent

 

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of the total number of the shares at the timeoutstanding having the right to vote for such directors, summarily order anelection to be held to fill any such vacancies or newly created directorships,or to replace the directors chosen by the directors then in office.

 

**MEETINGS OF THE BOARDOF DIRECTORS**

 

**Section 4.**              The board of directors of the corporation may holdmeetings, both regular and special, either within or without the State of Delaware.

 

**Section 5.**              The first meeting of each newly elected board ofdirectors all be held at such time and place as shall be fixed by the vote ofthe stockholders at the annual meeting and no notice of such meeting shall benecessary to the newly elected directors in order legally to constitute themeeting, provided a quorum shall be present. In the event of the failure of thestockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the board of directors, or as shall be specified in awritten waiver signed by all of the directors.

 

**Section 6.**              Regular meetings of the board of directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by the board.

 

**Section 7.**              Special meetings of the board may be called by thechairman or the president on two days’ notice to each director, eitherpersonally or by mail or by telegram; special meetings shall be called in likemanner and on like notice on the written request of two directors, unless theboard consists of only one director in which case special meetings shall becalled in like manner and on like notice on the written request of the soledirector.

 

**Section 8.**              At all meetings of the board, a majority of thedirectors shall constitute a quorum for the transaction of business and the actof a majority of the directors present at any meeting at which there is aquorum shall be the act of the board of directors, except as may be otherwisespecifically provided by statute or by the certificate of incorporation. If aquorum shall not be present at any meeting of the board of directors, thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

**Section 9**.              Unless otherwise restricted by the certificate ofincorporation or these by-laws, any action required or permitted to be taken atany meeting of the board of directors or ofany**committee thereof maybe taken without a meeting, if all members of the board or committee, as thecase may be, consent thereto in writing, and the writing or writings are filedwith the minutes of proceedings of the board or committee.

 

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**Section 10.**           Unless otherwise restricted by the certificate ofincorporation or these -by-laws, membersof the board of directors, or any committee designated by the board ofdirectors, may participate in a meeting of the board of directors, or anycommittee, by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other,and such participation in a meeting shall constitute presence in person at themeeting.

 

**COMMITTEES OFDIRECTORS**

 

**Section 11**.           The board of directors may, by resolution passed by amajority of the whole board, designate one or more committees, each committeeto consist of one or more of the directors of the corporation. The board maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee. Inthe absence or disqualification of a member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the board of directors to act at the meeting in the place of any suchabsent or disqualified member. Any such committee, to the extent provided inthe resolution of the board of directors, shall have and may exercise all thepowers and authority of the board of directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no such committeeshall have the power or authority in reference to amending the certificate ofincorporation (except that a committee may, to the extent authorized in theresolution or resolutions providing for the issuance of shares of stock adoptedby the board of directors as provided in Section 151(a) of theGeneral Corporation Law of Delaware, fix any of the preferences or rights ofsuch shares relating to dividends, redemption, dissolution, any distribution ofassets of the corporation, or the conversion into, or the exchange of suchshares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the corporation), adopting anagreement of merger or consolidation, recommending to the stockholders thesale, lease or exchange of all or substantially all of the corporation’sproperty and assets, recommending to the stockholders a dissolution of thecorporation or a revocation of a dissolution, or amending the by-laws of thecorporation; and, unless the resolution or the certificate of incorporationexpressly so provides, no such committee shall have the power or authority todeclare a dividend or to authorize the issuance of stock or to adopt acertificate of ownership and merger. Such committee or committees shall havesuch name or names as may be determined from time to time by resolution adoptedby the board of directors.

 

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**Section 12**.           Each committee shall keep regular minutes of itsmeetings and report the same to the board of directors when required.

 

**COMPENSATION OFDIRECTORS**

 

**Section 13.**           Unless otherwise restricted by the certificate ofincorporation or these by-laws, the board of directors shall have the authorityto fix the compensation of directors. The directors may be paid their expenses,if any, of attendance at each meeting of the board of directors and may be paida fixed sum for attendance at each meeting of the board of directors or astated salary as director. No such payment shall preclude any director from servingthe corporation in any other capacity and receiving compensation therefore.Members of special or standing committees may be allowed like compensation forattending committee meetings.

 

**REMOVAL OF DIRECTORS**

 

**Section 14.**           Unless otherwise restricted by the certificate ofincorporation or by laws, any director or the entire board of directors may beremoved, with or without cause, by the holders of a majority of shares entitledto vote at an election of directors.

 

**ARTICLE IV**

 

**NOTICES**

 

**Section 1**.              Whenever, under the provisions of the statutes or ofthe certificate of incorporation or of these by-laws, notice is required to begiven to any director or stockholder, it shall not be construed to meanpersonal notice, but such notice may be given in writing, by mail, addressed tosuch director or stockholder, at his address as it appears on the records ofthe corporation, with postage thereon prepaid, and such notice shall be deemedto be given at the time when the same shall be deposited in the United States mail.Notice to directors may also be given by telegram.

 

**Section 2**.              Whenever any notice is required to be given under theprovisions of the statutes or of the certificate of incorporation or of theseby-laws, a waiver thereof in writing, signed by the person or persons entitledto said notice, whether before or after the time stated therein, shall bedeemed equivalent thereto.

 

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**ARTICLE V**

 

**OFFICERS**

 

**Section 1.**              The officers of the corporation shall be chosen by theboard of directors and shall consist of a president and a  secretary. The board of directors may alsochoose one or more vice-presidents, a treasurer, one or more assistanttreasurers and one or more assistant secretaries. Any number of offices may be heldby the same person, unless the certificate of incorporation or these by-lawsotherwise provide.

 

**Section 2.**              The board of directors may appoint such other officersand agents as it shall deem necessary who shall hold their offices for suchterms and shall exercise such powers and perform such duties as shall bedetermined from time to time by the board.

 

**Section 3.**              The board of directors at its first meeting after eachannual meeting of stockholders shall choose the officers of the corporation whoshall hold their offices until their successors are chosen and qualified, oruntil their resignation or removal. If any officers are not chosen at an annualmeeting, any such officers may be chosen at any subsequent regular or specialmeeting.

 

**Section 4.**              The salaries of all officers and agents of thecorporation shall be fixed by the board of directors.

 

**Section 5**.              The officers of the corporation shall hold office untiltheir successors are chosen and qualified. Any officer elected or appointed bythe board of directors may be removed at any time by the affirmative vote of amajority of the board of directors. Any vacancy occurring in any office of thecorporation shall be filled by the board of directors.

 

**THE CHAIRMAN**

 

**Section 6.**              The chairman shall preside at all stockholders’meetings and all meetings of the board of directors at which he is present and shallhave such other duties as may be assigned to him by the board of directors.

 

**THE PRESIDENT**

 

**Section 7**.              The president shall have general and active managementof the business of the corporation and shall see that all orders andresolutions of the board of directors are carried into effect. In the absenceof the chairman or in the event of his inability or refusal to act, thepresident shall also perform the duties of the chairman and, when so acting, shallhave all the powers of and be subject to all the restrictions upon thechairman.

 

**Section 8**.              The president shall execute bonds, mortgages and othercontracts requiring a seal, under the seal of the corporation, except whererequired or permitted by law to be otherwise signed and executed and exceptwhere the signing and execution thereof shall be expressly delegated by theboard of directors to

 

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some other officer or agent of thecorporation. The president shall perform such other duties and have such otherpowers as the board of directors may from time to time prescribe.

 

**THE VICE-PRESIDENT**

 

**Section 9**.              In the absence of the president or in the event of hisinability or refusal to act, the vice-president (or in the event there be morethan one vice-president, the vice-presidents in the order designated by thedirectors, or in the absence of any designation, then in the order of theirelection) shall perform the duties of the president and, when so acting, shallhave all the powers of and be subject to all the restrictions upon thepresident. The vice-president shall perform such other duties and have suchother powers as the board of directors may from time to time prescribe.

 

**THE SECRETARY ANDASSISTANT SECRETARY**

 

**Section 10.**           The secretary shall attend all meetings of the board ofdirectors and all meetings of the stockholders and record all the proceedingsof the meetings of the corporation and of the board of directors in a book tobe kept for that purpose and shall perform like duties for the standingcommittees when required. The secretary shall give, or cause to be given,notice of all meetings of the stockholders and special meetings of the board ofdirectors, and shall perform such other duties as may be prescribed by theboard of directors or president, under whose supervision he shall be. The secretaryshall have custody of the corporate seal of the corporation and the secretary,or an assistant secretary, shall have authority to affix the same to anyinstrument requiring it and, when so affixed, it may be attested by the secretary’ssignature or by the signature of such assistant secretary. The board ofdirectors may give general authority to any other officer to affix the seal ofthe corporation and to attest the affixing by that officer’s signature.

 

**Section 11**.           The assistant secretary or, if there be more than one,the assistant secretaries in the order determined by the board of directors(or, if there be no such determination, then in the order of their election)shall, in the absence of the secretary or in the event of his inability or refusalto act, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as the board of directorsmay from time to time prescribe.

 

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**THE TREASURER ANDASSISTANT TREASURER**

 

**Section 12**.           The treasurer shall have the custody of the corporate fundsand securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit allmoneys and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the board ofdirectors.

 

**Section 13.**           The treasurer shall disburse the funds of thecorporation as may be ordered by the board of directors, taking proper vouchersfor such disbursements, and shall render to the chairman, the president and theboard of directors, at its regular meetings, or when the board of directors sorequires, an account of all his transactions as treasurer and of the financialcondition of the corporation.

 

**Section 14**.           If required by the board of directors, the treasurer shallgive the corporation a bond (which shall be renewed every six years) in suchsum and with such surety or sureties as shall be satisfactory to the board ofdirectors for the faithful performance of the duties of the treasurer’s officeand for the restoration to the corporation, in case of the treasurer’s death,resignation, retirement or removal from office, of all books, papers, vouchers,money and other property of whatever kind in the treasurer’s possession orunder the treasurer’s control belonging to the corporation.

 

**Section 15.**           The assistant treasurer or, if there shall be more thanone, the assistant treasurers in the order determined by the board of directors(or, if there be no such determination, then in the order of their election) shall,in the absence of the treasurer or in the event of his inability or refusal toact, perform the duties and exercise the powers of the treasurer and shall performsuch other duties and have such other powers as the board of directors may fromtime to time prescribe.

 

**ARTICLE VI**

 

**CERTIFICATES FORSHARES**

 

**Section 1.**              The shares of the corporation shall be represented by acertificate or shall be uncertificated. Certificates shall be signed by, or in thename of the corporation by, (a) the chairman or the president or avice-president of the corporation and (b) the treasurer or an assistanttreasurer or the secretary or an assistant secretary of the corporation. Withina reasonable time after the issuance or transfer of uncertificated stock, thecorporation shall send to the registered owner thereof a written noticecontaining the information required to be set forth or stated on certificatespursuant to Sections 151, 156, 202(a) or 218(a) of the GeneralCorporation Law of Delaware or a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, designations

 

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preferences and relative participating,optional or other special rights of each class of stock or series thereof andthe qualifications, limitations or restrictions of such preferences and/orrights.

 

**Section 2.**              Any of or all the signatures on a certificate may befacsimile. In case any officer, transfer agent or registrer who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrer before such certificate isissued, it may be issued by the corporation with the same effect as if he weresuch officer, transfer agent or registrer at the date of issue.

 

**LOST CERTIFICATES**

 

**Section 3.**              The board of directors may direct a new certificate orcertificates or uncertificated shares to be issued in place of any certificateor certificates therefore issued by the corporation alleged to have been lost,stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed. Whenauthorizing such issue of a new certificate or certificates or uncertificatedshares, the board of directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen ordestroyed certificate or certificates, or his legal representative, toadvertise the same in such manner as it shall require and/or to give thecorporation a bond in such sum as it may direct as indemnity against any claim thatmay be made against the corporation with respect to the certificate alleged tohave been lost, stolen or destroyed.

 

**TRANSFER OF STOCK**

 

**Section 4.**              Upon surrender to the corporation or the transfer agentof the corporation of a certificate for shares duly endorsed or accompanied byproper evidence of succession, assignation or authority to transfer, it shallbe the duty of the corporation to issue a new certificate to the personentitled thereto, cancel the old certificate and record the transaction uponits books. Upon receipt of proper transfer instructions from the registeredowner of uncertificated shares, such uncertificated shares shall be cancelledand issuance of new equivalent uncertificated shares or certificated shares shallbe made to the person entitled thereto and the transaction shall be recordedupon the books of the corporation.

 

**FIXING RECORD DATE**

 

**Section 5.**              In order that the corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or other

 

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distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion or exchangeof stock or for the purpose of any other lawful action, the board of directorsmay fix, in advance, a record date, which shall not be more than sixty nor lessthan ten days before the date of such meeting, nor more than sixty days priorto any other action. A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the board of directors mayfix a new record date for the adjourned meeting.

 

**REGISTEREDSTOCKHOLDERS**

 

**Section 6**.              The corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends, and to vote as such owner, and to hold liable for calls andassessments a person registered on its books as the owner of shares, and shallnot be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws ofDelaware.

 

**ARTICLE VII**

 

**GENERAL PROVISIONS DIVIDENDS**

 

**Section 1**.              Dividends upon the capital stock of the corporation,subject to the provisions of the certificate of incorporation, if any, may bedeclared by the board of directors at any regular or special meeting, pursuantto law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the certificate of incorporation.

 

**Section 2**.              Before payment of *any*dividend, there may be set aside out of any funds of the corporation availablefor dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or for such other purpose as the directors shallthink conducive to the interest of the corporation, and the directors maymodify or abolish any**such reserve in the manner in which it was created.

 

**ANNUAL STATEMENT**

 

**Section 3**.              The board of directors shall present at each annualmeeting; and at any special meeting of the stockholders when called for by voteof the stockholders, a full and clear statement of the business and conditionof the corporation.

 

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**CHECKS**

 

**Section 4.**              All checks or demands for money and notes of thecorporation shall be signed by such officer or officers or such other person orpersons as the board of directors may from time to time designate.

 

**FISCAL YEAR**

 

**Section 5.**              The fiscal year of the corporation shall be fixed byresolution of the board of directors.

 

**SEAL**

 

**Section 6.**              The corporate seal shall have inscribed thereon the nameof the corporation, the year of its organization and the words “Corporate Seal,Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

 

**INDEMNIFICATION**

 

**Section 7**.              The corporation shall indemnify its officers,directors, employees and agents to the extent permitted by the GeneralCorporation Law of Delaware.

 

**ARTICLE VIII**

 

**AMENDMENTS**

 

**Section 1.**              These by-laws may be altered, amended or repealed ornew by-laws may be adopted by the stockholders or by the board of directors,when such power is conferred upon the board of directors by the certificate ofincorporation at any regular meeting of the stockholders or of the board ofdirectors or at any special meeting of the stockholders or of the board ofdirectors if notice of such alteration, amendment, repeal or adoption of newby-laws be contained in the notice of such special meeting. If the power toadopt, amend or repeal by-laws is conferred upon the board of directors by thecertificate of incorporation, it shall not divest or limit the power of thestockholders to adopt, amend or repeal by-laws.

 

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