Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 120 663K
Business-Combination Transaction
2: EX-2.1 Agreement of Sale and Plan of Merger 90 281K
3: EX-2.2 1st Amendment to Agreement of Sale 5 27K
4: EX-3.1 Cert. of Incorp. - American Home Foods Products 8 41K
13: EX-3.10 Bylaws of Canadian Home Products 14 64K
14: EX-3.11 Ceri. of Incorp. - Heritage Brands Holdings 4 22K
15: EX-3.12 Bylaws of Heritage Brands Holdings 13 57K
16: EX-3.13 Certificate of Incorporation - Heritage Brands 2 17K
17: EX-3.14 Bylaws of Heritage Brands 13 57K
18: EX-3.15 Certificate of Incorporation of Campfire 2 17K
19: EX-3.16 Bylaws of Campfire, Inc. 13 57K
5: EX-3.2 Bylaws of American Home Foods Products, Inc. 9 42K
6: EX-3.3 Certificate of Incorporation - American Home Foods 9 41K
7: EX-3.4 Bylaws of American Home Foods 7 37K
8: EX-3.5 Certificate of Incorporation - Luck's, Inc. 7 33K
9: EX-3.6 Bylaws of Luck's, Inc. 7 36K
10: EX-3.7 Certificate of Incorporation - M. Polaner, Inc. 6 32K
11: EX-3.8 Bylaws of M. Polaner, Inc. 7 41K
12: EX-3.9 Certificate of Continuance 13 45K
20: EX-4.1 Registration Rights Agreement 17 82K
21: EX-4.2 Indenture Dated as of November 1, 1996 125 413K
22: EX-10.1 Transisitional Services Agreement 9 35K
27: EX-10.10 Monitoring and Oversight Agreement 7 30K
23: EX-10.2 Financial Advisory Agreement 5 26K
24: EX-10.3 International Home Foods, Inc. Stock Option Plan 16 74K
25: EX-10.8 Indemnification Agreement 11 45K
26: EX-10.9 Credit Agreement 242 879K
28: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 1 13K
29: EX-12.2 Pro Forma Ratio of Earnings to Fixed Charges 1 13K
30: EX-16.1 Letter Re: Change to Certifying Acountants 1 12K
31: EX-21.1 List of Subsidiaries 1 12K
32: EX-23.1 Consent of Arthur Andersen LLP 1 12K
33: EX-25.1 Form T-1 5 25K
34: EX-27.1 Financial Data Schedule 1 15K
EX-3.10 — Bylaws of Canadian Home Products
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EXHIBIT 3.10
RESOLUTION OF THE BOARD OF DIRECTORS
of
CANADIAN HOME PRODUCTS LTD.
RESOLVED:
That the following By-Law be enacted:
BY-LAW NO. A
A by-law relating generally to the regulation of the affairs
of Canadian Home Products Ltd.
BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number A of
Canadian Home Products Ltd. (hereinafter called the "Corporation") as follows:
DEFINITIONS
1. In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:
(a) "Act" means the Canada Business Corporations Act, Statutes of
Canada, 1974-75, c.33, as from time to time amended, and every
statute that may be substituted therefor and, in the case of
such amendment or substitution, any reference in the by-laws
of the Corporation shall be read as referring to the amended
or substituted provisions therefor;
(b) "Articles" means the articles, as from time to time amended,
of the Corporation;
(c) "by-law" means any by-law of the Corporation, from time to
time in force and effect;
(d) "unanimous shareholders agreement" means an agreement as
described in subsection 140(2) of the Act made by the
shareholders of the Corporation;
(e) words importing the singular number only shall include the
plural and vice versa; words importing the masculine gender
shall include the feminine and neuter genders and vice-versa;
words importing persons shall include bodies corporate,
corporations, companies; partnerships, syndicates, trusts and
any number or aggregate of individuals;
(f) the headings used in the by-laws are inserted for reference
purposes only and are not to be considered or taken into
account in construing the terms or provisions thereof or to be
deemed in any way to clarify, modify or explain the effect of
any such terms or provisions; and
(g) all terms contained in the by-laws and which are defined in
the Act shall have the meanings given to such terms in the
Act.
REGISTERED OFFICE
2. The Corporation may from time to time (i) by resolution of the board
of directors change the location of the address of the registered office of the
Corporation within the place specified in the articles and (ii) by articles of
amendment change the place in which its registered office is situated to
another place within Canada.
CORPORATE SEAL
3. The Corporation may have one or more corporate seals which shall be
such as the board of directors may by resolution from time to time adopt and
change.
DIRECTORS
4. Number and Powers. There shall be a board of directors consisting of
such fixed number, or minimum and maximum number, of directors as may be set
out in the articles. A majority of the board of directors must be resident
Canadians unless the Corporation is a holding corporation referred to in
section 100(4) of the Act.
5. Vacancies. If the number of directors is increased, the resulting
vacancies shall be filled at a meeting of shareholders duly called for that
purpose. Notwithstanding the provisions of section 7 of these by-laws and
subject to the provisions of the Act, if a vacancy should otherwise occur in
the board, the remaining directors, if constituting a quorum, may appoint a
qualified person to fill the vacancy for the remainder of the term. In the
absence of a quorum the remaining directors shall forthwith call a meeting of
shareholders to fill the vacancy pursuant to section 106(2) of the Act. Where
a vacancy or vacancies exist in the board, the remaining directors may exercise
all of the powers of the board so long as a quorum remains in office.
6. Term of office. A director's term of office shall be from the meeting
to which he is elected or appointed until the annual meeting next following or
until his successor is elected or appointed, or until, if earlier, he dies or
resigns, or is removed or disqualified pursuant to the provisions of the Act.
7. Vacation of Office. The office of a director shall ipso facto be
vacated if:
(a) he dies;
(b) by notice in writing to the Corporation he resigns his office
and such resignation, if not effective immediately, becomes
effective in accordance with its terms;
(c) he is removed from office in accordance with section 104 of
the Act; or
(d) he ceases to be qualified to be a director.
8. Election. Directors shall be elected by the shareholders by ordinary
resolution in general meeting on a show of hands unless a poll is demanded and
if a poll is demanded such election shall be by ballot.
A retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such
meeting was called for the purpose of removing him from office as a director in
which case the director so removed shall vacate office forthwith upon the
passing of the resolution for his removal.
MEETING OF DIRECTORS
9. Place of Meeting. Subject to the articles, meetings of directors may
held at any place within or outside Canada as the directors may from time to
time determine or the person convening the meeting may give notice. A meeting
of the board of directors may be convened by the Chairman of the Board (if
any), the President (if any) or any director at any time. The Secretary (if
any) shall upon direction of any of the foregoing convene a meeting of the
board of directors.
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Notice. Notice of the time and place for the holding of any such
meeting shall be delivered, mailed, telegraphed, cabled or telexed to each
director at his latest address as shown on the records of the Corporation not
less than two (2) days (exclusive of the day on which the notice is delivered,
mailed, telegraphed, cabled or telexed but inclusive of the day for which
notice is given) before the date of the meeting; provided that meetings of the
board of directors may be hold at any time without notice if all the directors
have waived notice.
For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or special meeting of the
shareholders, no notice of such meeting need be given to the newly elected or
appointed director or directors in order for the meeting to be duly
constituted, provided a quorum of the directors is present.
A notice of a meeting of directors shall specify any matter referred
to in subsection 110(3) of the Act that is to be dealt with at the meeting.
Waiver of Notice. Notice of any meeting of the board of directors or
any irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, cable or telex addressed to the Corporation
or in any other manner, and such waiver may be validly given either before or
after the meeting to which such waiver relates. The attendance of a director
at a meeting of directors is a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
Telephone Participation. A director may, if all the directors of the
Corporation consent thereto (either before, during or after the meeting),
participate in a meeting of directors by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means
shall be deemed to be present at that meeting.
10. Adjournment. Any meeting of the board of directors may be adjourned
from time to time by the chairman of the meeting, with the consent of the
meeting, to a fixed time and place and no notice of the time and place for the
continuance of the adjourned meeting need be given to any director. Any
adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum s present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment.
11. Quorum and Voting. Subject to the articles, a majority of the number
directors or a minimum number of directors required by the articles shall
constitute a quorum for the transaction of business. Subject to subsection
112(1) of the Act, no business shall be transacted by the directors except at a
meeting of directors at which a quorum of the board is present. Questions
arising at any meeting of the board of directors shall be decided by a majority
of votes cast. In case of an equality of votes, the chairman of the meeting,
in addition to his original vote shall have a second or casting vote. Where
the Corporation has only one director, that director may constitute the
Meeting.
12. Resolution in lieu of meeting. A resolution in writing, signed by all
the directors entitled to vote on that resolution at a meeting of directors, is
as valid as if it had been passed at a meeting of directors or committee of
directors.
A copy of every such resolution shall be kept with the minutes of the
proceedings of the directors or committee of directors.
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REMUNERATION OF DIRECTORS
13. Subject to the articles of any unanimous shareholders agreement, the
remuneration to be paid to the directors shall be such as the board of
directors shall from time to time determine and such remuneration shall be in
addition to the salary paid to any officer of the Corporation who is also a
member of the board of directors. The directors may also by resolution award
special remuneration to any director undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director by the Corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall also
be entitled to be paid their traveling and other expenses properly incurred by
them in connection with the affairs of the Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO SHAREHOLDERS FOR APPROVAL
14. The board of directors in their discretion may submit any contract,
act or transaction for approval, ratification or confirmation at any annual
meeting of the shareholders or at any special meeting of the shareholders
called for the purpose of considering the same and any contract, act or
transaction that shall be approved, ratified or confirmed by resolution passed
by a majority of the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Act or by the Corporation's articles
or any other by-law) shall be as valid and as binding upon the Corporation and
upon all the shareholders as though it had been approved, ratified and/or
confirmed by every shareholder of the Corporation,
INDEMNITIES TO DIRECTORS AND OTHERS
15. Except in respect of any action by or on behalf of the Corporation or
Another Body Corporate (as hereinafter defined), the Corporation shall
indemnify each director and officer of the Corporation and each former director
and officer of the Corporation and each person who acts or acted at the
Corporation's request as a director or officer of Another Body Corporate, and
his heirs and legal representatives, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or Another Body Corporate, as the case
may be, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
"Another Body Corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor.
OFFICERS
16. Appointment of Officers. Subject to the articles or any unanimous
shareholders agreement, the board of directors, annually or as often as may be
required, may elect from among themselves a Chairman of the Board and may
appoint a President and a Secretary and, if deemed advisable, may also appoint
one or more Vice-Presidents, a Treasurer and one or more Assistant Secretaries
and/or one or more Assistant Treasurers. None of such officers, except the
Chairman of the Board, need be a director of the Corporation. Any two or more
of such offices may be held by the same person. In case and whenever the same
person holds the offices of Secretary and Treasurer he may but need not, be
known as the Secretary-Treasurer. The board of directors
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may from time to time designate such other offices and appoint such other
officers, employees and agents as it shall deem necessary who shall have such
authority and shall perform such functions and duties, as may from time to time
be prescribed by resolution of the board of directors.
17. Remuneration and Removal of Officers. Subject to the articles or any
unanimous shareholders agreement, the remuneration of all officers, employees
and agents elected or appointed by the board of directors may be determined
from time to time by resolution of the board of directors. The fact that any
officer, employee or agent is a director or shareholder of the Corporation
shall not disqualify him from receiving such remuneration as may be so
determined. The board of directors may by resolution remove any officer,
employee or agent at any time, with or without cause.
18. Duties of Officers may be Delegated. In case of the absence or
inability or refusal to act of any officer of the Corporation or for any other
reason that the board of directors may deem sufficient, the board may delegate
all or any of the powers of such officer to any other officer or to any
director for the time being.
19. Chairman of the Board. The Chairman of the Board (if any) shall, if
present, preside at all meetings of the board of directors and of shareholders.
He shall sign such contracts, documents or instruments in writing as require
his signature and shall have such other powers and duties as may from time to
time be assigned to him by resolution of the board of directors.
20. President. The President (if any) shall be the chief executive
officer of the Corporation and shall exercise general supervision over the
business and affairs of the Corporation. In the absence of the Chairman of the
Board (if any), the President shall, when present, preside at all meetings of
the board of directors and shareholders; he shall sign such contracts,
documents or instruments in writing as require his signature and shall have
such other powers and shall perform such other duties as may from time to time
be assigned to him by resolution of the board of directors or as are incident
to his office.
21. Vice-President. The Vice-President or, if more than one, the
Vice-President in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President, provided, however, that a Vice-President who
is not a director shall not preside as chairman at any meeting of shareholders.
The Vice-President or, if more than one, the Vice-Presidents in order of
seniority, shall sign such contacts, documents or instruments in writing as
require his or their signatures and shall also have such other powers and
duties as may from time to time be assigned to him or them by resolution of the
board of directors.
22. Secretary. The Secretary (if any) shall give or cause to be given
notices for all meetings of the board of directors, of committees thereof (if
any) and of shareholders when directed to do so and shall have charge, subject
to the provisions of paragraph 38 hereof, of the records referred to in section
20 of the Act (except the accounting records) and of the corporate seal or
seals (if any). He shall sign such contracts, documents or instruments in
writing as require hie signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the board of
directors or as are incident to his office.
23. Treasurer. Subject to the provisions of any resolution of the board
of directors, the Treasurer (if any) shall have the care and custody of all the
funds and securities of the Corporation and shall deposit the same in the name
of the Corporation in such bank or banks or with such other depositary or
depositories as the board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books or accounts and
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the board of
directors or as are incident to his office. He may be required to give such
bond for the faithful performance of his duties as the board of directors in
their uncontrolled discretion may require
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and no director shall be liable for failure to require any such bond or for the
insufficiency of any such bond or for any loss by reason of the failure of the
Corporation to receive any indemnity thereby provided.
24. Assistant Secretary and Assistant Treasurer. The Assistant Secretary
or, if more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall respectively perform all the duties of the Secretary and
Treasurer, respectively, in the absence or inability to act of the Secretary or
Treasurer as the case may be. The Assistant Secretary or Assistant
Secretaries, if more than one, and the Assistant Treasurer or Assistant
Treasurers, if more than one, shall sign such contracts, documents or
instruments in writing as require his or their signatures respectively and
shall have such other powers and duties as may from time to time be assigned to
them by resolution of the board of directors.
MANAGING DIRECTOR
25. The board of directors may from time to time appoint from their number
a Managing Director who is a resident Canadian and may delegate to him any of
the powers of the board of directors except as provided in subsection 110(3) of
the Act. The Managing Director shall conform to all lawful orders given to him
by the board of directors of the Corporation and shall at all reasonable times
give to the directors or any of them all information they may require regarding
the affairs of the Corporation. Any agent or employee appointed by the
Managing Director shall be subject to discharge by the board of directors.
COMMITTEES
26. The board of directors may from time to time appoint from their number
one or more committees consisting of one or more individuals and delegate to
such committee or committees any of the powers of the directors except as
provided in subsection 110(3) of the Act. Except in the case of a holding
corporation referred to in subsection 100(4) of the Act, a majority of the
members of any such committee must be resident Canadians. Unless otherwise
ordered by the board, a committee of directors shall have power to fix its
quorum, to elect its chairman and to regulate its proceedings.
SHAREHOLDERS' MEETINGS
27. Annual Meeting. Subject to compliance with section 127 of the Act,
the annual meeting of the shareholders shall be convened on such day in each
year and at such time as the directors may by resolution determine.
28. Special Meetings. Other meetings of the shareholders may be convened
by order of the Chairman of the Board, the President or a Vice-President who is
a director or by the board of directors, to be held at such time and place as
may be specified in such order.
Special meetings of shareholders may also be called by written
requisition to the Directors signed by shareholders holding between them not
less than five percent of the outstanding shares of the capital stock of the
Corporation entitled to vote thereat. Such requisition shall state the
business to be transacted at the meeting and shall be sent to the registered
office of the Corporation.
Except as otherwise provided in subsection 137(3) of the Act, it shall
be the duty of the Directors on receipt of such requisition, to cause the
Meeting to be called by the Secretary of the Corporation.
If the Directors do not, within twenty-one days after receiving such
requisition call a meeting, any shareholder who signed the requisition may call
the meeting.
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29. Place of Meetings. Meetings of shareholders of the Corporation shall
be held at the registered office of the Corporation or at such other place in
Canada as may be specified in the notice convening such meeting.
Notwithstanding the foregoing, a meeting of shareholders may be held outside
Canada if all the shareholders entitled to vote at that meeting so agree, and a
shareholder who attends a meeting of shareholders held outside Canada is deemed
to have so agreed except when he attends the meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully held.
30. Notice. A printed, written or typewritten notice stating the day,
hour and place of meeting and, subject to Subsection 129(6) of the Act, the
general nature of the business to be transacted shall be served to each person
who is entitled to vote at such meeting, each director of the Corporation and
the auditor of the Corporation, either personally or by sending such notice by
prepaid mail not less than twenty-one (21) days or more than fifty (50) days
before the meeting. If such notice is served by mail it shall be directed to
the latest address as shown in the records of the Corporation, of the intended
recipient. Notice of any meeting of shareholders or any irregularity in any
such meeting or in the notice thereof may be waived by any shareholder, the
duly appointed proxy of any shareholder, any directors or the auditor of the
Corporation in writing, by telegram, cable or telex addressed to the
Corporation or by any other manner, and any such waiver may be validly given
either before or after the meeting to which such waiver relates.
31. Voting. Voting at a meeting of shareholders shall be by show of hands
except where a ballot is demanded by a shareholder entitled to vote at the
meeting. A shareholder may demand a ballot either before or after any vote by
show of hands.
32. Omission of Notice. The accidental omission to give notice of any
meeting to or the non-receipt of any notice by any person shall not invalidate
any resolution passed or any proceeding taken at any meeting of shareholders.
33. Record Dates. The directors may by resolution fix in advance a date
and time as the record date for the determination of (i) the shareholders
entitled to notice of meetings of the shareholders, (ii) the shareholders
entitled to vote at meetings of the shareholders, and (iii) the shareholders
entitled to receive the financial statements of the Corporation pursuant to
subsection 153(l) of the Act.
If the directors fail to fix in advance a date and time as the record
date in respect of all or any of the matters described above for any meeting of
the shareholders of the Corporation, the following provisions shall apply, as
the case may be:
(a) the record date for the determination of the shareholders
entitled to receive notice of a meeting of shareholders shall
be at the close of business on the day immediately preceding
the day on which notice is given or sent;
(b) the record date for the determination of the shareholders
entitled to vote at a meeting of shareholders shall be the day
on which the meeting is held; and
(c) the record date for the determination of the shareholders
entitled to receive the financial statements of the
Corporation shall be the close of business on the day on which
the directors pass the resolution relating thereto.
34. Votes. Every question submitted to any meeting of shareholders shall
be decided in the first instance, unless a ballot is demanded, on a show of
hands and in case of an equality of votes the chairman of the meeting shall,
both on a show of hands and on a ballot, have a second or casting vote in
addition to the vote or votes to which he may be entitled as a shareholder.
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At any meeting, unless a ballot is demanded, a declaration by the
chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact without proof of the number
of proportion of votes recorded in favor of or against the motion.
In the absence of the Chairman of the Board, the President and every
Vice-President who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director as
present or if all the directors present decline to take the chair then the
shareholders present shall choose one of their number to be Chairman.
If at any meeting a ballot is demanded on the election of a chairman
or on the question of adjournment or termination it shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to
the election of directors it shall be taken in such manner and either at once
or later at the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.
Where a person holds shares as a personal representative, such person
or his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.
Where a person mortgages or hypothecates his shares, such person or
his proxy is the person entitled to vote at all meetings of shareholders in
respect of such shares unless, in the instrument creating the mortgage or
hypothec, he has expressly empowered the person holding the mortgage or
hypothec to vote in respect of such shares, in which case, subject to the
Corporation's articles, such holder or his proxy is the person entitled to
vote in respect of the shares.
Where two or more persons hold the same share or shares jointly, any
one of such persons present at a meeting of shareholders has the right, in the
absence of the other or others, to vote in respect of such share or shares, but
if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them.
35. Proxies. A shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a
proxy appoint a proxyholder or one or more alternate proxyholders, who are not
required to be shareholders, to attend and act at the meeting in the manner and
to the extent authorized by the proxy and with the authority conferred by the
proxy.
An instrument appointing a proxy shall be in writing and shall be
executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy is valid only at the meeting in
respect of which it is given or any adjournment thereof.
Unless the Act requires another form, an instrument appointing a
proxyholder may be in the following form:
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"The undersigned shareholder of ____________________ hereby appoints
____________________ of ____________________ or failing him,
____________________ of ____________________ as the nominee of the undersigned
to attend and act for and on behalf of the undersigned at the meeting of the
shareholders of the said Corporation to be held on the ___ day of
_____________, 19___, and at any adjournment thereof to the same extent and
with the same power as if the undersigned were personally present at the said
meeting or such adjournment thereof.
Dated the ____ day of _____________, 19___.
----------------------------------
Signature of Shareholder
NOTE:
This form of proxy must be signed by a shareholder or his attorney authorized
in writing or, if the shareholder is a body corporate, either under its seal or
by an officer or attorney thereof duly authorized."
The directors may from time to time pass regulations regarding the
deposit of instruments appointing a proxyholder at some place or places other
than the place at which a meeting or adjourned meeting of shareholders is to be
held and for particulars of such instruments to be telegraphed, cabled, telexed
or sent in writing before the meeting or adjourned meeting to the Corporation
or any agent of the Corporation for the purpose of receiving such particulars
and providing that instruments appointing a proxyholder so lodged may be voted
upon as though the instruments themselves were produced at the meeting or
adjourned meeting and votes given in accordance with such regulations shall be
valid and shall be counted. The chairman of any meeting of shareholders may,
subject to any regulations made as aforesaid, in his discretion accept
telegraphic, telex, cable or written communication as to the authority of
anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been
lodged with the Corporation, and any votes given in accordance with such
telegraphic, telex, cable or written communication accepted by the chairman of
the meeting shall be valid and shall be counted.
36. Adjournment. The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place. If a meeting of shareholders is adjourned less than thirty (30)
days, it is not necessary to give notice of the adjourned meeting other than by
announcement at the earliest meeting that is adjourned. It a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of
thirty (30) days or more, notice of the adjourned meeting shall be given as for
an original meeting but, unless the meeting is adjourned by one or more
adjournments for an aggregate or more than ninety (90) days, the requirements
of subsection 143(l) of the Act relating to mandatory solicitation of proxies
does not apply.
Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. The persons
who formed a quorum at the original meeting are not required to form a quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith
after its adjournment. Any business may be brought before or dealt with at any
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling same.
37. Quorum. Two (2) persons present and each holding or representing by
proxy at least one (1) issued share of the Corporation shall be a quorum of any
meeting of shareholders for the choice of a chairman of the
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meeting and for the adjournment of the meeting; for all other purposes a quorum
for any meeting (unless a different number of shareholders and/or a different
number of shares are required to be represented by the Act or by the articles
or by any other by-law) shall be persons present being not less than two (2) in
number and holding or representing by proxy a majority of the shares entitled
to vote at such meeting. If a quorum is present at the opening of a meeting of
the shareholders, the shareholders present may proceed with the business of the
meeting, notwithstanding that a quorum is not present throughout the meeting.
Where the Corporation has only one shareholder or only one holder of any class
or series of shares, the shareholder present in person or by proxy constitutes
a meeting.
38. Resolution in lieu of meeting. Except where a written statement is
submitted by a director under subsection 105(2) of the Act or by an auditor
under subsection 162(5) of the Act, a resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders
is as valid as if it had been passed at a meeting of the shareholders.
A copy of every such resolution shall be kept with the minutes of the
meetings of shareholders.
39. Certificates. Share certificates (and the form of stock transfer
power on the reverse side thereof) shall (subject to compliance with section 45
of the Act) be in such form and be signed by such director(s) or officer(s) as
the board of directors may from time to time by resolution determine.
40. Registrar and Transfer Agent. The board of directors may from time to
time by resolution appoint or remove one or more registrars and/or branch
registrars (which may but need not be the same person) to keep the register of
security holders and/or one or more transfer agents and/or branch transfer
agents (which may but need not be the same person) to keep the register of
transfer, and (subject to section 46 of the Act) may provide for the
registration of issues and the registration of transfers of the securities of
the Corporation in one or more places and such registrars and/or branch
registrars and/or transfer agents and/or branch transfer agents shall keep all
necessary books and registers of the Corporation for the registration of the
issuance and the registration of transfers of the securities of the Corporation
for which they are so appointed. All certificates issued after any such
appointment representing securities issued by the Corporation shall be
countersigned by or on behalf of one of the said registrars and/or branch
registrars and/or transfer agents and/or branch transfer agents, as the case
may be.
41. Surrender of Share Certificates. No transfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled or,
if no certificate has been issued by the Corporation in respect of such share,
unless or until a duly executed share transfer power in respect thereof has
been presented for registration.
42. Defaced, Destroyed Stolen or Lost Certificates. If the defacement,
destruction or apparent destruction, theft, or other wrongful taking or loss of
a share certificate is reported by the owner to the Corporation or to a
registrar, branch registrar, transfer agent or branch transfer agent of the
Corporation (hereinafter, in this paragraph, called the "Corporation's transfer
agent") and such owner gives to the Corporation or the Corporation's transfer
agent a written statement verified by oath or statutory declaration as to the
defacement, destruction or apparent destruction, theft, or other wrongful
taking or loss and the circumstances concerning the same, a request for the
issuance of a new certificate to replace the one so defaced, destroyed,
wrongfully taken or lost and a bond of a surety company (or other security
approved by the board of directors) in such form as is approved by the board of
directors or by the Chairman of the Board, the President, a Vice-President, the
Secretary or the Treasurer of the Corporation, indemnifying the Corporation
(and the Corporation's transfer agent, if any), against all loss, damage or
expense, which the Corporation and/or the Corporation's transfer agent may
suffer or be liable for by reason of the issuance of a new certificate to such
shareholder, a new certificate may be issued in replacement of the one defaced,
destroyed or apparently destroyed, stolen or
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otherwise wrongfully taken or lost, if such issuance is ordered and authorized
by any one of the Chairman of the Board, the President, a Vice President, the
Secretary or the Treasurer of the Corporation or by resolution of the board of
directors.
DIVIDENDS
43. Subject to the relevant provisions of the Act, the board of directors
may from time to time by resolution declare and the Corporation may pay
dividends on its issued shares, subject to the relevant provisions (if any) of
the articles.
NOTICE
44. Shares registered in more than one name. All notices or other
documents required to be sent to a shareholder by the Act, the regulations
under the Act, the articles or the by-laws of the Corporation shall, with
respect to any shares in the capital of the Corporation registered in more than
one name, be given to whichever of such persons is named first in the records
of the Corporation and any notice or other document so given shall be
sufficient notice or delivery of such document to all the holders of such
shares.
45. Persons becoming entitled by operation of law. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given to the person or persons from who he derives his title to such
shares.
46. Deceased Shareholder. Any notice or other document delivered or sent
by post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his decease, be
deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other person
be entered in his stead in the records of the Corporation as the holder or one
of the holders thereof and such service shall for all purposes be deemed a
sufficient service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.
47. Signatures to Notices. The signature of any director or officer of
the Corporation to any notice may be written, stamped, typewritten or printed
or partly written, stamped, typewritten or printed.
48. Computation of Time. Where a given number of days' notice or notice
extending over any period is required to he given under any provisions of the
articles or by-laws of the Corporation, the day of service or posting of the
notice shall, unless it is otherwise provided, be counted in such number of
days or other period and such notice shall be deemed to have been given or sent
on the day of service or posting;
49. Proof of Service. A certificate of any officer of the Corporation in
office at the time of the making of the certificate or of a transfer officer of
any transfer agent or branch transfer agent of shares of any class of the
Corporation as to facts in relation to the mailing or delivery or service of
any notice or other documents to any shareholder, director, officer or auditor
or publication of any notice or other document shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer or auditor
of the Corporation, as the case may be.
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CHEQUES, DRAFTS, NOTES, ETC.
50. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers
or other person or persons, whether or not officers of the Corporation, and in
such manner as the board of directors may from time to time designate by
resolution.
CUSTODY OF SECURITIES
51. All securities (including warrants) owned by the Corporation shall be
lodged (in the name of the Corporation) with a chartered bank or a trust
company or in a safety deposit box or, if so authorized by resolution of the
board of directors, with such other depositories or in such other manner as may
be determined from time to time by the board of directors.
All securities (including warrants) belonging to the Corporation may
be issued and held in the name of a nominee or nominees of the Corporation (and
if issued or held in the names of more than one nominee shall be held in the
names of the nominees jointly with right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
52. Contracts, documents or instruments in writing requiring the signature
of the Corporation may be signed by two persons, one of whom holds the office
of chairman of the board, president, managing director, vice-president or
director and the other of whom holds one of the said offices or the office of
secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by by-law or by resolution of the board. All contracts,
documents or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The board of
directors is authorized from time to time by resolution to appoint any officer
or officers or any other person or persons on behalf of the Corporation either
to sign contracts, documents or instruments in writing generally or to sign
specific contracts, documents or instruments in writing. Where the Corporation
has only one director and officer being the same person, that person may sign
all such contracts, documents or other written instruments.
The corporate seal (if any) may, when required, be affixed to
contracts, documents or instruments in writing signed as aforesaid or by an
officer or officers, person or persons appointed as aforesaid by resolution of
the board of directors.
The term "contracts, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or
moveable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignments of shares,
warrants, bonds, debentures or other securities and all paper writings.
In particular, without limiting the generality of the foregoing, two
persons, one of whom holds the office of chairman of the board, president,
managing director, vice-president or director and the other of whom holds one
of the said offices or the office of secretary, treasurer, assistant secretary
or assistant treasurer or any other office created by by-law or by resolution
of the board, are hereby authorized to sell, assign, transfer, exchange,
convert or convey all shares, bonds, debentures, rights, warrants or other
securities owned by or registered in the name of the Corporation and to sign
and execute (under the seal of the Corporation or otherwise) all assignments
transfers, conveyances, powers of attorney and other instruments that may be
necessary for the purpose of selling, assigning, transferring, exchanging,
converting or conveying or enforcing
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or exercising any voting rights in respect of any such Shares, bonds,
debentures, rights, warrants or other securities. Where the Corporation has
only one director and officer, being the same person, that person may perform
the functions and exercise the powers herein contemplated.
The signature or signatures of any officer or director of the
Corporation and/or of any other officer or officers, person or persons
appointed as aforesaid by resolution of the board of directors may, if
specifically authorized by resolution of the directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon all contracts, documents
or instruments in writing or, subject to subsections 45(4) and (5) of the Act,
bonds, debentures or other securities of the Corporation executed or issued by
or on behalf of the Corporation and all contracts, documents or instruments in
writing or bonds, debentures or other securities of the Corporation on which
the signatures of any of the foregoing officers, directors or persons shall be
so reproduced, by authorization by resolution of the board of directors, shall,
subject to subsections 45(4) and (5) of the Act, be deemed to have been duly
signed by such officers, shall be as valid to all intents and purposes as if
they had been signed manually and notwithstanding that the officers, directors
or persons whose signature or signatures is or are so reproduced way have
ceased to hold office at the date of the delivery or issue of such contracts,
documents or instruments in writing or bonds, debentures or other securities of
the Corporation.
FISCAL YEAR
53. The fiscal period of the Corporation shall terminate on such day in
each year as the board of directors may from time to time by resolution
determine.
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The foregoing By-Law is hereby consented to by the signatures of all
the directors of Canadian Home Products Ltd. pursuant to Section 112(1) of the
Canada Business Corporations Act, this 12 day of June, 1978.
/s/ William F. Laporte
-----------------------------------
William F. Laporte
/s/ David P. Jaicks
-----------------------------------
David P. Jaicks
/s/ Marvin E. Schmalzried
-----------------------------------
Marvin E. Schmalzried
/s/ W.H. Allen
-----------------------------------
W. H. Allen
/s/ W.D. Stoddart
-----------------------------------
W. D. Stoddart
/s/ D.M. Sanderson
-----------------------------------
D. M. Sanderson
/s/ Paul A. Monaghan
-----------------------------------
Paul A. Monaghan
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