**Exhibit 1.13**

 

[Translation]

 

**9193-2962 QUÉBEC INC.**

(the “Company”)

 

**GENERAL BY-LAWS**

 

BY-LAW ONE

 

SHAREHOLDERS

 

ARTICLE 1.                  ANNUAL MEETINGS    The annualmeeting of shareholders of the Company shall be held at such place, on suchdate and at such time as the Board of Directors may determine from time totime.  Annual meetings of shareholdersmay be called at any time by order of the Board of Directors, the Chairman ofthe Board or, provided they are directors of the Company, the President or anyVice-President.

 

ARTICLE 2.                  SPECIAL GENERAL MEETINGS    Specialgeneral meetings of shareholders shall be held at such place, on such date andat such time as the Board of Directors may determine from time to time or atany place where all the shareholders of the Company entitled to vote thereatare present in person or represented by proxy or at such other place as all theshareholders of the Company shall approve in writing.

 

Special general meetings of shareholders may be calledat any time by order of the Board of Directors, the Chairman of the Board or,provided they are directors of the Company, the President or anyVice-President.

 

ARTICLE 3.                  NOTICE OF MEETING    Noticespecifying the place, date, time and purpose of any meeting of shareholdersshall be given to all the shareholders entitled thereto at least 21 days butnot more than 50 days prior to the date fixed for the meeting.  The notice may be mailed, postage prepaid, tothe shareholders at their respective addresses as they appear on the books ofthe Company or delivered by hand or transmitted by any means oftelecommunication.

 

If the convening of a meeting of shareholders is amatter of urgency, notice of such meeting may be given not less than 48 hoursbefore such meeting is to be held.

 

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In the case of joint holders of a share, the notice ofmeeting shall be given to that one of them whose name stands first in the booksof the Company and notice so given shall be sufficient notice to all the jointholders.

 

Irregularities in the notice or in the giving thereofas well as the unintentional omission to give notice to, or the non-receipt ofany such notice by, any of the shareholders shall not invalidate any actiontaken by or at any such meeting.

 

ARTICLE 4.                  CHAIRMAN    The Chairman of theBoard or, in his absence, the President, if he is a director, or, in hisabsence, one of the Vice-Presidents who is a director of the Company (to bedesignated by the meeting in the event of more than one such Vice-Presidentbeing present) shall preside at all meetings of shareholders.  If all of the aforesaid officers be absent ordecline to act, the persons present and entitled to vote may choose one oftheir number to act as chairman of the meeting. In the event of an equality of votes, the chairman of any meeting shallnot be entitled to a casting vote in respect of any matter submitted to thevote of the meeting.

 

ARTICLE 5.                  QUORUM, VOTING AND ADJOURNMENTS    The holderor holders of not less than 30% of the outstanding shares of the share capitalof the Company carrying voting rights at such meeting, present in person orrepresented by proxy, shall constitute a quorum for any meeting of shareholdersof the Company.

 

The acts of the holders of a majority of the shares sopresent or represented and carrying voting rights thereat shall be the acts ofall the shareholders except as to matters on which the vote or consent of theholders 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 ofshareholders, those present in person and entitled to be counted for thepurpose of forming a quorum shall have power to adjourn the meeting from timeto time and from place to place without notice other than announcement at themeeting until 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 meetingadjourned.

 

ARTICLE 6.                  RIGHT TO VOTE AND PROXY    At allmeetings of shareholders, each shareholder present and entitled to vote thereatshall have on a show of hands one vote and, upon a poll, each shareholderpresent in person or represented by proxy shall be entitled to one vote foreach share carrying voting

 

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rights registered in his name in the books of the Company unless, underthe terms of the constituting act some other scale of voting is fixed, in whichevent such scale of voting shall be adopted. Any shareholder or proxy may demand a ballot (either before or on thedeclaration of the result of a vote upon a show of hands) in respect of anymatter submitted to the vote of the shareholders.

 

In the case of joint holders of a share, the vote of thesenior who tenders a vote, whether in person or by proxy, shall be accepted tothe exclusion of the votes of the other joint holders, and for this purposeseniority shall be determined by the order in which the names stand in thebooks of the Company.

 

ARTICLE 7.                  SCRUTINEERS    The chairmanat any meeting of shareholders may appoint one or more persons, who need not beshareholders, to act as scrutineer or scrutineers at the meeting.

 

ARTICLE 8.                  ADDRESSES OF SHAREHOLDERS    Everyshareholder shall furnish to the Company an address to which all noticesintended for such shareholder shall be given, failing which, any such noticemay be given to him at any other address appearing on the books of theCompany.  If no address appears on thebooks 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 noticepromptly reaching such shareholder.

 

BY-LAW TWO

 

BOARD OF DIRECTORS

 

ARTICLE 1.                  ELECTION OF DIRECTORS AND TERM OFOFFICE    Exceptas herein otherwise provided, each director shall be elected at an annualmeeting of shareholders or at any special general meeting of shareholderscalled for that purpose, by a majority of the votes cast in respect of suchelection.  It shall not be necessary thatthe voting for the election of directors of the Company be conducted by ballotunless voting by ballot is requested by a shareholder or proxy.  Each director so elected shall hold officeuntil the election of his successor unless he shall resign or his office becomevacant by death, removal or other cause.

 

ARTICLE 2.                  ACTS OF DIRECTORS    All actsdone by the directors or by any person acting as a director, until theirsuccessors have been duly elected or appointed, shall, notwithstanding that itbe afterwards discovered that there was some defect in the election of thedirectors or such person acting as 

 

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aforesaid or that they or any of them were disqualified, be as valid asif the directors or such other person, as the case may be, had been dulyelected and were qualified to be directors of the Company.

 

ARTICLE 3.                  POWER TO ALLOT STOCK AND GRANTOPTIONS    Subjectto the provisions of the constituting act of the Company, the shares of theCompany shall be at all times under the control of the directors who may byresolution, from time to time, accept subscriptions, allot, issue, grantoptions in respect of or otherwise dispose of the whole or any part of theunissued shares of the share capital of the Company on such terms andconditions, for such consideration not contrary to law or to the constitutingact of the Company and at such times prescribed in such resolutions.  The directors may, from time to time, makecalls upon the shareholders in respect of any moneys unpaid upon theirshares.  Each shareholder shall pay theamount called on his shares at the time and place fixed by the directors.

 

ARTICLE 4.                  POWER TO DECLARE DIVIDENDS    Thedirectors may from time to time as they may deem advisable, declare and paydividends out of any funds available for dividends to the shareholdersaccording to their respective rights and interest therein.

 

Any dividend may be paid by cheque or warrant madepayable to and mailed to the address on the books of the Company of theshareholder entitled thereto and in the case of joint holders to that one ofthem whose name stands first in the books of the Company, and the mailing ofsuch cheque or warrant shall constitute payment unless the cheque or warrant isnot paid upon presentation.

 

ARTICLE 5.                  PLACE OF MEETINGS AND NOTICES    All meetingsof the Board of Directors shall be held at such place, on such date and at suchtime as may be determined from time to time by the Board of Directors or at anyplace where all the directors are present.

 

Any meeting of the Board of Directors may be called atany time by or on the order of the Chairman of the Board or, provided they aredirectors of the Company, the President or any Vice-President or by any twodirectors.

 

Notice specifying the place, date and time of anymeeting of the Board of Directors shall be given to each of the directors atleast 72 hours prior to the date fixed for such meeting.  The notice may be mailed, postage prepaid, toeach director at his residence or usual place of business, or delivered by handor transmitted by any means of telecommunication.

 

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In any case where the convening of a meeting ofdirectors is a matter of urgency, notice of such meeting may be given not lessthan 3 hours before such meeting is to be held.

 

Notwithstanding any other provisions of this ARTICLE5, immediately after the annual meeting of shareholders in each year, a meetingof such of the newly elected directors as are then present shall be held,provided they shall constitute a quorum, without further notice, for theelection or appointment of officers of the Company and the transaction of suchother business as may come before them.

 

ARTICLE 6.                  CHAIRMAN    The Chairman of theBoard or, in his absence, the President, if he is a director, or, in hisabsence, one of the Vice-Presidents who is a director of the Company (to bedesignated by the meeting in the event of more than one such Vice-Presidentbeing present) shall preside at all meetings of the directors.  If all of the aforesaid officers are absentor decline to act, the directors present may choose one of their number to actas chairman of the meeting.  In the eventof an equality of votes, the chairman of any meeting shall be entitled to castone vote as a director, but not a second or casting vote in respect of anymatter submitted to the vote of the meeting.

 

ARTICLE 7.                  QUORUM    Except when the Companyhas only one director, the directors may from time to time fix by resolutionthe quorum for meetings of directors, but until otherwise fixed, a majority ofthe directors in office shall constitute a quorum.

 

ARTICLE 8.                  VACANCIES AND RESIGNATION    In the caseof a vacancy occurring in the Board of Directors, the directors then in office,by the affirmative vote of a majority of said remaining directors, so long as aquorum of the Board remains in office, may from time to time and at any timefill such vacancy for the remainder of the term.

 

ARTICLE 9.                  SOLE DIRECTOR    In the casewhere the Company has only one director, the acts that may be or are requiredto be taken by the Board of Directors or by two directors of the Company, underthe Company’s by-laws, may be taken by the sole director of the Company.

 

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BY-LAW THREE

 

OFFICERS

 

ARTICLE 1.                  OFFICERS    The directors shallelect or appoint a President, shall appoint a Secretary and may also elect orappoint as officers a Chairman of the Board, one or more Vice-Presidents, oneor more Assistant-Secretaries, a Treasurer and one or moreAssistant-Treasurers.  Such officersshall be elected or appointed at the first meeting of the Board of Directorsafter each annual meeting of shareholders. There may also be appointed such other officers as the Board ofDirectors may from time to time deem necessary. Such officers shall respectively perform such duties, in addition tothose specified in the by-laws of the Company, as shall from time to time beprescribed by the Board of Directors. The same person may hold more than one office, provided, however, thatthe same person shall not hold the office of President and Vice-President.  None of such officers except the Chairman ofthe Board need be a director of the Company.

 

ARTICLE 2.                  CHAIRMAN OF THE BOARD    The Chairmanof the Board, if any, shall preside at all meetings of directors andshareholders of the Company and he shall have such other powers and duties asthe Board of Directors may determine from time to time.

 

ARTICLE 3.                  PRESIDENT    ThePresident shall be the chief executive officer of the Company and shallexercise a general control of and supervision over its affairs.  He shall have such other powers and duties asthe Board of Directors may determine from time to time.

 

ARTICLE 4.                  VICE-PRESIDENT OR VICE-PRESIDENTS    TheVice-President or Vice-Presidents shall have such powers and duties as may bedetermined by the Board of Directors from time to time.  In case of the absence, disability, refusalor omission to act of the President, a Vice-President designated by thedirectors may exercise the powers and perform the duties of the President and,if such Vice-President exercises any of the powers or performs any of theduties of the President, the absence, disability, refusal or omission to act ofthe President shall be presumed.

 

ARTICLE 5.                  TREASURER AND ASSISTANT-TREASURERS    TheTreasurer shall have general charge of the finances of the Company.  He shall render to the Board of Directors,whenever directed by the Board and as soon as possible after the close of eachfinancial year, an account of the financial condition of the Company and of allhis transactions as Treasurer.  He shallhave charge and custody of and be responsible for the keeping of the books ofaccount required under the laws governing the Company.  He shall perform all the acts incidental tothe office of Treasurer or as may be determined by the Board of Directors fromtime to time.

 

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Assistant-Treasurers shall perform any of the dutiesof the Treasurer delegated to them from time to time by the Board of Directorsor by the Treasurer.

 

ARTICLE 6.                  SECRETARY AND ASSISTANT-SECRETARIES    TheSecretary shall attend to the giving of all notices of the Company and shallkeep the records of all meetings and resolutions of the shareholders and of theBoard of Directors in a book to be kept for that purpose.  He shall keep in safe custody the seal of theCompany, if any.  He shall have charge ofthe books containing the names and addresses of the shareholders and directorsof the Company and such other books and papers as the Board of Directors maydirect.  He shall perform such otherduties incidental to his office or as may be required by the Board of Directorsfrom time to time.

 

Assistant-Secretaries shall perform any of the dutiesof the Secretary delegated to them from time to time by the Board of Directorsor by the Secretary.

 

ARTICLE 7.                  SECRETARY-TREASURER    Whenever theSecretary shall also be the Treasurer he may, at the option of the Board ofDirectors, be designated the “Secretary-Treasurer”.

 

ARTICLE 8.                  REMOVAL    The Board of Directorsmay, subject to the law and the provisions of any contract, remove anddischarge any officer of the Company at any meeting called for that purpose andmay elect or appoint any other person.

 

BY-LAW FOUR

 

SHARE CAPITAL

 

ARTICLE 1.                  SHARE CERTIFICATES    Certificatesrepresenting shares of the share capital of the Company shall be approved bythe Board of Directors.  Sharecertificates shall bear the signatures of two directors or two officers of theCompany or of one director and one officer of the Company.  Such signatures may be engraved, lithographedor otherwise mechanically reproduced thereon. Any certificate bearing the facsimile reproduction of the signature ofany of such authorized persons shall be deemed to have been manually signed byhim and shall be as valid to all intents and purposes as if it had beenmanually signed, notwithstanding that the person whose signature is soreproduced shall, at the time that the certificate is issued or on the date of

 

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such certificate, have ceased to be an officer or director of theCompany, as the case may be.

 

ARTICLE 2.                  TRANSFER OF SHARES    A registerof transfers containing the date and particulars of all transfers of shares ofthe share capital of the Company shall be kept either at the head office or atsuch 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 ofDirectors.  One or more branch registersof transfers may be kept at any office of the Company or any other place withinthe Province of Québec or elsewhere as may from time to time be determined byresolution of the Board of Directors. The date and particulars of all transfers of shares contained in abranch register of transfers must also be entered in the register of transfers.  Such register of transfers and branch registersof transfers shall be kept by the Secretary or by such other officer orofficers as may be specially charged with this duty or by such agent or agentsas may be appointed from time to time for that purpose by resolution of theBoard of Directors.

 

Entry of the transfer of any share of the sharecapital of the Company may be made in the register of transfers or in a branchregister of transfers regardless of where the certificate representing theshare to be transferred shall have been issued.

 

If the shares of the share capital of the Company tobe transferred are represented by a certificate, the transfer of such sharesshall not be entered in the register of transfers or the branch register oftransfers, 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 ofDirectors may, from time to time, by resolution close the register of transfersand the branch registers of transfers, if any, for any time or times notexceeding in the whole 60 days in each financial year of the Company on givingnotice by advertisement in a newspaper published in the place where theregister of transfers is kept and in a newspaper published in the place whereeach of the branch registers of transfers is kept.  The Board of Directors may by resolution fixin advance a date not exceeding 60 days preceding the date of any meeting ofshareholders 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 ofthe shareholders entitled to receive notice of any such meeting or to receivepayment of any such dividend or to be allotted any such rights.  Only shareholders of record on the recorddate so fixed shall be entitled to receive such notice or to receive payment ofsuch dividend or to be allotted such rights,

 

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as the case may be, notwithstanding any transfer of any shares on thebooks of the Company after such record date.

 

ARTICLE 4.                  TRANSFER AGENTS AND REGISTRARS    The Board ofDirectors may appoint or remove from time to time transfer agents or registrarsof transfers of shares of the share capital of the Company and, subject to thelaws governing the Company, make regulations generally, from time to time, withreference to the transfer of the shares of the share capital of the Company.  Upon any such appointment being made, allcertificates representing shares of the share capital of the Company thereafterissued 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 FIVE

 

FINANCIAL YEAR

 

The financial year of the Company shall end on the last saturday of December ofeach year. Such date may, however, be changed from time to time by resolutionof the Board of Directors.

 

BY-LAW SIX

 

CONTRACTS

 

All contracts, deeds, agreements, documents, bonds, debentures and otherinstruments requiring execution by the Company may be signed by two directorsor two officers of the Company or by one director and one officer of theCompany or by such persons as the Board of Directors may otherwise authorizefrom time to time by resolution.  Anysuch authorization may be general or confined to specific instances.  Save as aforesaid or as otherwise provided inthe by-laws of the Company, no director, officer, agent or employee shall haveany power or authority to bind the Company under any contract or obligation orto pledge its credit.

 

The Company may transact business with one or more of its directors orwith any firm of which one or more of its directors are members or employees orwith any Company or association of which one or more of its

 

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directors are shareholders, directors, officers or employees.  The director who has an interest in suchtransaction shall disclose it to the Company and to the other directors makinga 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 inrespect of such transaction.

 

BY-LAW SEVEN

 

DECLARATIONS

 

Any director or officer of the Company or any other person nominated forthat purpose by any director or officer of the Company is authorized andempowered to give instructions to an attorney, for civil or for criminal, toappear and make answer for and on behalf and in the name of the Company to allwrits, orders and interrogatories upon articulated facts issued out of anycourt and to declare for and on behalf and in the name of the Company anyanswer to writs of attachment by way of garnishment in which the Company isgarnishee.  Any director, officer orperson so nominated is authorized and empowered to make all affidavits andsworn declarations in connection therewith or in connection with any and alljudicial proceedings to which the Company is a party and to instruct anattorney to make demands of abandonment or petitions for winding-up orbankruptcy orders upon any debtor of the Company and to attend and vote at allmeetings of creditors of the Company’s debtors and grant proxies in connectiontherewith.  Any such director, officer orperson is authorized to appoint by general or special power or powers ofattorney any person or persons, including any person other than thosedirectors, officers and persons hereinbefore mentioned, as attorney orattorneys of the Company to do any of the foregoing things.

 

BY-LAW EIGHT

 

SEAL

 

The seal of the Company, if any, may be affixed by any director orofficer of the Company or by any person designated by such director or officer.

 

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BY-LAW NINE

 

REGULATION 45-106

 

ARTICLE 1.                  NUMBER OF HOLDERS OF SHARES ANDSECURITIES     Thebeneficial ownership of securities of the Company, including its shareholders,shall be limited to fifty (50) persons, not including employees and formeremployees of the Company or its affiliates, provided that each person iscounted as one beneficial owner unless the person is created or used solely topurchase or hold securities of the Company in which case each beneficial owneror each beneficiary of the person, as the case may be, must be counted as aseparate beneficial owner

 

ARTICLE 2.                  ISSUE OF SECURITIES The directors, by way of resolution, may accept subscriptions forsecurities, allot or issue securities of the Company at such times, on suchterms and conditions, to such persons and for such consideration as they seefit.

 

ARTICLE 3.                  PRIVATE ISSUER STATUS     Thedirectors shall use their best efforts to ensure that the Company remains aprivate issuer and complies with the provisions of the *Regulation45-106*.

 

ARTICLE 4.                  DECLARATION OF SUBSCRIBER     Anyperson who subscribes shares or other securities issued by the Company shalldeclare to the Company that this subscription is exempted from prospectus andregistration requirements pursuant to section 2.4 of the *Regulation45-106*

 

ARTICLE 5.                  DECLARATION OF TRANSFEREE     Anyperson who purchases shares or other securities of the Company shall declarethat his acquisition is exempted from prospectus and registration requirementspursuant to the *Regulation 45-106*.

 

ARTICLE 6.                  COMMISSION     Nocommission or other remuneration, including a finder’s fee, shall be paid inconnection with the sale of shares or other securities to a director, executiveofficer, control person or founder of the Company or of an affiliate of theCompany.

 

 
|   | ENACTED February 28, 2008. |   |
|--------|---------------------------------|--------|
|   |                            |   |
|   | The President,                  |   |
|   |                            |   |
|   |                            |   |
|   | Pierre Karl Péladeau       |   |

 

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|   | The Secretary,    |   |
|--------|-------------------|--------|
|   |              |   |
|   |              |   |
|   | Claudine Tremblay |   |
|   | Secretary         |   |

 

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**9193-2962 QUÉBEC INC.**

(the “Company”)

 

BY-LAW TEN

 

BORROWING POWERS

 

The administrators of the Company are hereby authorized, when to theirbest judgment, it is in the best interest of the Company to:

 

(a)   borrow money on the credit of the Company fromany bank, Company, firm, association or individual, in the amount and in theconditions the Board of directions see fit, and in the best interest of theCompany;

 

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

 

(c)   issue or have issued, sell or pledge bonds,debentures, notes or other debt obligations of the Company as by the terms,agreements and conditions and for the sums as see fit by the Board ofdirectors;

 

(d)   hypothecate movable and immovable property ofthe Company currently owned or subsequently acquired to secure payment orperformance of an obligation or other debt obligations of the Company;

 

(e)   mortgage, hypothecate, charge, pledge orotherwise create a security interest in all or any currently owned or subsequentlyacquired movable and immovable property of the Company to secure such bonds,debentures, notes or other debt obligations, other than those contracted by theissuing of the shares;

 

(f)    provide a guarantee on behalf of the Company tosecure payment of all debt obligations such as borrowed monies, debentures,notes, credits, overdraft advances, or other debts in favour of a bank,Company, firm or person, including interest, hypothecate and provide to anybank, Company, firm or any individual, all or any one of the Company property,movable or immovable, currently owned or subsequently acquired and provideguarantees that may be accepted by a bank in virtue of the different sectionsof the Bank Act, renew, modify or substitute such guarantees from time to time,with the authority to contract promises, to provide guarantees in virtue of theBank Act related to any current debt or subsequently contracted by the Companywith any bank;

 

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(g)   the Board of directors may from time to time,by resolution, delegate to any one or more directors or officers all or any ofthe powers conferred on the directors by paragraph 1 of this by-law to the fullextent thereof or such lesser extent as the directors may in any suchresolution provide;

 

AND the powers hereby conferred shall be deemed to be permanent and notsubject to cease after the first exercise. Such powers can be used from time to time as long as they are notrevoked by a written resolution.

 

 
|   | ENACTED February 28, 2008. |   |
|--------|---------------------------------|--------|
|   |                            |   |
|   | The President,                  |   |
|   |                            |   |
|   |                            |   |
|   | Pierre Karl Péladeau       |   |
|   |                            |   |
|   |                            |   |
|   | The Secretary,                  |   |
|   |                            |   |
|   |                            |   |
|   | Claudine Tremblay               |   |
|   | Secretary                       |   |

 

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