Tembec Holdings Inc. – ‘F-X’ on 3/31/03 re: Tembec Holdings Inc. – EX-3.1

On:  Monday, 3/31/03, at 4:07pm ET   ·   Effective:  3/31/03   ·   Accession #:  1125282-3-2612   ·   File #:  333-104030-01

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Appointment of Agent for Service of Process by a Foreign Non-Financial Entity   —   Form F-X
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-X         Appointment of Agent                                   4     14K 
 2: EX-3.1      Certififed Extract of Minutes                          4     19K 

EX-3.1   —   Certififed Extract of Minutes

EX-3.1
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CERTIFIED EXTRACT OF THE MINUTES of a meeting of the Board of Directors of      
TEMBEC INDUSTRIES INC. (the "Company") duly held on March 24, 2003.             

   "WHEREAS the Company issued on March 14, 2003 U.S.$100,000,000 of
Senior Notes due June 30, 2009 ("Notes"), unconditionally guaranteed by Tembec  
Inc. ("Tembec") by a 144A Private Placement and is considering following that   
issue with an exchange offer made pursuant to the multi-jurisdictional          
disclosure system ("MJDS").                                                     

       WHEREAS if such an exchange offer is made, the Company will issue new
notes in exchange for some or all of the Notes originally issued and such new   
notes shall be on terms substantially identical to the terms of the Notes       
originally issued and shall be included in the term "Notes" in lieu of the Notes
for which they are offered or exchanged as appropriate to give effect to these  
resolutions and accomplish the exchange offer.                                  

RESOLVED:                                                     

Exchange and Registration Rights Agreement                                      
------------------------------------------                                      

   THAT the execution on behalf of the Company by the Executive Vice
President, Finance and Chief Financial Officer of the Company of an exchange and
registration rights agreement dated March 14, 2003 (the "Exchange Agreement")   
among the Company, Tembec and Goldman, Sachs & Co. and providing for exchange of
Notes in an exchange offer pursuant to a registration statement on the          
appropriate form under United States Securities Act of 1933, as amended, be and 
it is hereby approved, confirmed and ratified and such Exchange Agreement be and
it is hereby approved, confirmed and ratified;                                  

Exchange Offer                                                                  
--------------                                                                  

       THAT Frank A. Dottori and Michel Dumas and any two or more directors,
as required by law, of the Company (the "Authorized Officers") be, and each of  
them hereby is, authorized to prepare and file with the securities commission of
the Provinces, or cause to be prepared and filed, (i) a preliminary prospectus  
and a final prospectus (collectively, the "Canadian Prospectus"), substantially 
in the form of the draft preliminary prospectus submitted to the directors,     
prepared in connection with the distribution of Notes, qualifying the           
distribution of the Exchange Notes pursuant to the Exchange Offer, together with
such exhibits and other documents as they or any of them may deem necessary,    
appropriate or desirable, all in such form as they or any of them shall approve,
the execution thereof and the receipt of such approval, and (ii) such           
amendments, including post-effective amendments, to the Canadian Prospectus,    
together with such additional exhibits and other documents, as they or any of   
them may deem necessary, may become and remain effective with respect to the    
distribution of the Exchange Notes under the securities laws of each such       
Province, and to pay any and all fees and expenses incurred in connection       
therewith;                                                                      

EX-3.1
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         THAT the Authorized Officers be, and each of them hereby is, authorized
to prepare and file with the U.S. Securities and Exchange Commission (the       
"Commission"), or cause to be prepared and filed (i) a registration statement   
(the "Registration Statement") on the appropriate form under the Securities Act,
with respect to the Exchange Offer, together with such exhibits and other       
documents as they or any of them may deem necessary, appropriate or desirable,  
all in such form as they or any of them shall approve, the execution thereof and
the filing thereof with the Commission by the persons executing the same        
constitute conclusive evidence of such approval covering the registration of the
Notes and the Exchange Offer, and (ii) such amendments, including post-effective
amendments, to the Registration Statement, together with such additional        
exhibits and other documents, as they or any of them may deem necessary,        
appropriate or desirable in order that the Registration Statement, as amended,  
may become and remain effective, and to pay any and all fees and expenses       
incurred in connection therewith;                                               

         THAT the Authorized Officers be, and each of them hereby is, authorized
in the name and on behalf of the Company, to execute and deliver the            
Registration Statement, the Canadian Prospectus and/or the Registration         
Statement in such form and with such additions and changes thereto as the       
Authorized Officer executing the Registration Statement or the Canadian         
Prospectus shall deem necessary, appropriate or desirable, such determination to
be conclusively evidenced by such Authorized Officer's execution or delivery    
thereof;                                                                        

      THAT the appointment of Kronish, Lieb, Weiner & Hellman LLP as agent
for service of process on behalf of the Company is hereby authorized and        
approved;                                                                       

Additional Acts And Documents                                                   
-----------------------------                                                   

     THAT any one director or officer of the Company be and he is hereby
authorized and directed, for and on behalf of the Company, to sign all documents
and to do such other things as he may, in his sole discretion, consider         
necessary, appropriate or useful so as to give effect to the present            
resolutions."                                                                   

-------------                                                                   

      I, the undersigned, Secretary of the Corporation, hereby certify the
foregoing to be a true extract of the minutes of a meeting of the Board of      
Directors of the Company held on March 24, 2003.                                

Certified this 24th day of March, 2003.            (s) Claude Imbeau            
                                                  ----------------------------
                                              Claude Imbeau, Secretary

EX-3.1
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CERTIFIED EXTRACT OF THE MINUTES of a meeting of the Board of Directors of      
TEMBEC INC. (the "Company") duly held on March 24, 2003.                        

         "WHEREAS Tembec Industries Inc. ("Industries") issued on March 14, 2003
U.S.$100,000,000 of Senior Notes due June 30, 2009 ("Notes") by a 144A Private  
Placement and is considering following that issue with an exchange offer made   
pursuant to the multi-jurisdictional disclosure system ("MJDS"), which would be 
guaranteed by the Company.                                                      

      WHEREAS if such an exchange offer is made, Industries will issue new
notes in exchange for some or all of the Notes originally issued and such new   
notes shall be on terms substantially identical to the terms of the Notes       
originally issued and shall be included in the term "Notes" in lieu of the Notes
for which they are offered or exchanged as appropriate to give effect to these  
resolutions and accomplish the exchange offer.                                  

RESOLVED:                                                     

Exchange and Registration Rights Agreement                                      
------------------------------------------                                      

   THAT the execution on behalf of the Company by the Executive Vice
President, Finance and Chief Financial Officer of the Company of an exchange and
registration rights agreement dated March 14, 2003 (the "Exchange Agreement")   
among the Company, Industries and Goldman, Sachs & Co. and providing for        
exchange of Notes in an exchange offer pursuant to a registration statement on  
the appropriate form under United States Securities Act of 1933, as amended, be 
and it is hereby approved, confirmed and ratified and such Exchange Agreement be
and it is hereby approved, confirmed and ratified;                              

Exchange Offer                                                                  
--------------                                                                  

       THAT Frank A. Dottori and Michel Dumas and any two or more directors,
as required by law, of the Company (the "Authorized Officers") be, and each of  
them hereby is, authorized to prepare and file with the securities commission of
the Provinces, or cause to be prepared and filed, (i) a preliminary prospectus  
and a final prospectus (collectively, the "Canadian Prospectus"), substantially 
in the form of the draft preliminary prospectus submitted to the directors,     
prepared in connection with the distribution of the Notes, qualifying the       
distribution of the guarantee of the Exchange Notes and the Exchange Offer,     
together with such exhibits and other documents as they or any of them may deem 
necessary, appropriate or desirable, all in such form as they or any of them    
shall approve, the execution thereof and the receipt of such approval, and (ii) 
such amendments, including post-effective amendments, to the Canadian           
Prospectus, together with such additional exhibits and other documents, as they 
or any of them may deem necessary, may become and remain effective with respect 
to the distribution of the Exchange Notes under the securities laws of each such
Province, and to pay any and all fees and expenses incurred in connection       
therewith;                                                                      

EX-3.1
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         THAT the Authorized Officers be, and each of them hereby is, authorized
to prepare and file with the U.S. Securities and Exchange Commission (the       
"Commission"), or cause to be prepared and filed (i) a registration statement   
(the "Registration Statement") on the appropriate form under the Securities Act,
with respect to the Exchange Offer, together with such exhibits and other       
documents as they or any of them may deem necessary, appropriate or desirable,  
all in such form as they or any of them shall approve, the execution thereof and
the filing thereof with the Commission by the persons executing the same        
constitute conclusive evidence of such approval covering the registration of the
guarantee of the Notes and the Exchange Offer, and (ii) such amendments,        
including post-effective amendments, to the Registration Statement, together    
with such additional exhibits and other documents, as they or any of them may   
deem necessary, appropriate or desirable in order that the Registration         
Statement, as amended, may become and remain effective, and to pay any and all  
fees and expenses incurred in connection therewith;                             

         THAT the Authorized Officers be, and each of them hereby is, authorized
in the name and on behalf of the Company, to execute and deliver the            
Registration Statement, the Canadian Prospectus and/or the Registration         
Statement in such form and with such additions and changes thereto as the       
Authorized Officer executing the Registration Statement or the Canadian         
Prospectus shall deem necessary, appropriate or desirable, such determination to
be conclusively evidenced by such Authorized Officer's execution or delivery    
thereof;                                                                        

      THAT the appointment of Kronish, Lieb, Weiner & Hellman LLP as agent
for service of process on behalf of the Company is hereby authorized and        
approved;                                                                       

Additional Acts And Documents                                                   
-----------------------------                                                   

     THAT any one director or officer of the Company be and he is hereby
authorized and directed, for and on behalf of the Company, to sign all documents
and to do such other things as he may, in his sole discretion, consider         
necessary, appropriate or useful so as to give effect to the present            
resolutions."                                                                   

-------------                                                                   

      I, the undersigned, Secretary of the Corporation, hereby certify the
foregoing to be a true extract of the minutes of a meeting of the Board of      
Directors of the Company held on March 24, 2003.                                

Certified this 24th day of March, 2003.             (s) Claude Imbeau           
                                          ------------------
                                                Claude Imbeau, Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-X’ Filing		Date		First		Last			Other Filings
		6/30/09		1		3
Filed on / Effective on:		3/31/03							305B2,  F-10/A
		3/24/03		1		4
		3/14/03		1		3			6-K
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