SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(I.R.S. Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone Number (804) 281-2000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
As of April 30, 1997, the Registrant had 73,066,714 shares of
Common Stock, no par value, outstanding and entitled to vote.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
--------------------
<TABLE>
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
- ----------------------------------------------------------------------------
Reynolds Metals Company
<CAPTION>
Quarters ended March 31
- ----------------------------------------------------------------------------
(millions, except per share amounts) 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
Revenues
Net sales $1,615 $1,662
Equity, interest and other income 9 13
Gain on sale of assets 38 -
- ----------------------------------------------------------------------------
1,662 1,675
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Costs and expenses
Cost of products sold 1,360 1,369
Selling, administrative and general expenses 102 111
Depreciation and amortization 93 91
Interest 39 42
Operational restructuring costs - 37
- ----------------------------------------------------------------------------
1,594 1,650
- ----------------------------------------------------------------------------
Income before income taxes and cumulative effect of
accounting change 68 25
Taxes on income 25 8
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Income before cumulative effect of accounting change 43 17
Cumulative effect of accounting change - (15)
- ----------------------------------------------------------------------------
Net income 43 2
Preferred stock dividends - 9
- ----------------------------------------------------------------------------
Net income (loss) available to common stockholders $ 43 ($ 7)
============================================================================
Earnings per share
Average shares outstanding 73 64
Income before cumulative effect of accounting change $0.59 $0.12
Cumulative effect of accounting change - (0.24)
- ----------------------------------------------------------------------------
Net income (loss) $0.59 ($0.12)
============================================================================
Cash dividends per common share $0.35 $0.35
============================================================================
</TABLE>
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
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Reynolds Metals Company
<CAPTION>
March 31 December 31
- ------------------------------------------------------------------------------
(millions) 1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 45 $ 38
Receivables, less allowances of $18 (1996 - $18) 1,028 961
Inventories 751 787
Prepaid expenses and other 94 87
- ------------------------------------------------------------------------------
Total current assets 1,918 1,873
Unincorporated joint ventures and associated companies 1,336 1,337
Property, plant and equipment 6,724 6,813
Less allowances for depreciation and amortization 3,564 3,576
- ------------------------------------------------------------------------------
3,160 3,237
Deferred taxes and other assets 1,054 1,069
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Total assets $7,468 $7,516
==============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, accrued and other liabilities $1,023 $1,020
Short-term borrowings 178 217
Long-term debt 254 96
- ------------------------------------------------------------------------------
Total current liabilities 1,455 1,333
Long-term debt 1,619 1,793
Postretirement benefits 1,074 1,087
Environmental, deferred taxes and other liabilities 681 669
Stockholders' equity
Common stock 1,463 1,451
Retained earnings 1,237 1,220
Cumulative currency translation adjustments (61) (37)
- ------------------------------------------------------------------------------
Total stockholders' equity 2,639 2,634
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Total liabilities and stockholders' equity $7,468 $7,516
==============================================================================
</TABLE>
<TABLE>
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
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Reynolds Metals Company
<CAPTION>
Three Months Ended
March 31
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(millions) 1997 1996
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<S> <C> <C>
Operating activities
Net income $ 43 $ 2
Adjustments to reconcile to net cash used in
operating activities:
Depreciation and amortization 93 91
Gain on sale of assets (38) -
Operational restructuring costs - 37
Cumulative effect of accountingchange - 15
Changes in operating assets and liabilities net of
effects of dispositions:
Accounts payable, accrued and other liabilities 18 (56)
Receivables (107) (28)
Inventories (63) (78)
Other (7) (64)
- ------------------------------------------------------------------------------
Net cash used in operating activities (61) (81)
Investing activities
Capital investments:
Operational (23) (45)
Strategic (40) (53)
Proceeds from sale of assets 177 -
Other (3) 7
- ------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 111 (91)
Financing activities
Increase (decrease) in borrowings (principally
short-term) (45) 201
Cash dividends paid (22) (31)
Stock issues and other 24 -
- ------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (43) 170
Cash and cash equivalents
Net increase (decrease) 7 (2)
At beginning of period 38 39
- ------------------------------------------------------------------------------
At end of period $ 45 $ 37
==============================================================================
</TABLE>
REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarters Ended March 31, 1997 and 1996
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the interim period of
1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1996. Certain amounts have
been reclassified to conform to the 1997 presentation.
NOTE 2. SALE OF ASSETS
The Company is conducting a review of all its operations and
businesses. A number of alternatives are being considered
including, among other things, asset sales, spin-offs, and the
forming of strategic alliances to increase scale. Certain
actions, if taken, could affect the Company's results and ongoing
operating performance.
In the first quarter of 1997, the Company sold its U.S.
residential construction products business. A pre-tax gain of
$38 million was recognized on the sale.
Early in the second quarter of 1997, the Company sold its coal
properties in Kentucky and an aluminum reclamation plant in
Virginia. The Company will recognize a gain in the second
quarter of 1997 related to these sales.
The Company has also announced its intention to sell aluminum
extrusion plants in Virginia and Texas. These transactions are
expected to close in the second quarter of 1997 and the Company
expects to recognize gains on the sales. Proceeds from expected
and completed transactions in the second quarter of 1997 are
expected to be approximately $100 million and will be used to
reduce debt and further strengthen our financial structure.
Also in the second quarter of 1997, the Company announced its
intention to sell its rolling mill in Alabama and related assets
including a coil coating facility and two nearby reclamation
plants that provide input metal to the mill. This transaction is
expected to be completed in the second half of 1997. The Company
expects to realize a loss, after tax, in the range of $225 to
$250 million related to this sale.
The announced pending transactions referred to above are subject
to regulatory and board approvals, negotiation and execution of
definitive agreements, and other customary closing conditions.
The Company announced early in the second quarter of 1997 that it
had signed a letter of intent for the sale of its aluminum sheet
and plate plant in Illinois. Negotiations concerning that sale
have been terminated.
NOTE 3. EARNINGS PER SHARE
In the first quarter of 1997, the Financial Accounting Standards
Board issued Statement No. 128, "Earnings Per Share". Statement
No. 128 requires a change in the method currently used to
calculate earnings per share (EPS). The Company is required to
adopt this statement beginning with its 1997 fourth quarter and
year-end financial statements, at which time all prior period EPS
presentations will be restated. The Company does not expect the
adoption to have a material impact.
NOTE 4. CONTINGENT LIABILITIES
As previously disclosed in the Company's 1996 Form 10-K, the
Company is involved in various worldwide environmental
improvement activities resulting from past operations, including
designation as a potentially responsible party (PRP), with
others, at various Environmental Protection Agency-designated
Superfund sites. The Company has recorded amounts (on an
undiscounted basis) which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation
requirements.
Estimated costs for future environmental compliance and
remediation are necessarily imprecise because of factors such as:
- - continuing evolution of environmental laws and regulatory
requirements
- - availability and application of technology
- - identification of presently unknown remediation requirements
- - cost allocations among PRPs
Further, it is not possible to predict the amount or timing of
future costs of environmental remediation that may subsequently
be determined. Based on information presently available, such
future costs are not expected to have a material adverse effect
on the Company's competitive or financial position or its ongoing
results of operations. However, such costs could be material to
results of operations in a future interim or annual reporting
period.
NOTE 5. CANADIAN REYNOLDS METALS COMPANY, LTD. AND REYNOLDS
ALUMINUM COMPANY OF CANADA, LTD.
Financial statements and financial statement schedules for
Canadian Reynolds Metals Company, Ltd. and Reynolds Aluminum
Company of Canada, Ltd. have been omitted because certain
securities registered under the Securities Act of 1933, of which
these entities are obligors (thus subjecting them to reporting
requirements under Section 13 or 15(d) of the Securities Exchange
Act of 1934), are fully and unconditionally guaranteed by
Reynolds Metals Company. Financial information relating to these
companies is presented herein in accordance with Staff Accounting
Bulletin 53 as an addition to the footnotes to the financial
statements of Reynolds Metals Company. Summarized financial
information is as follows:
NOTE 5. CANADIAN REYNOLDS METALS COMPANY, LTD. AND REYNOLDS
ALUMINUM COMPANY OF CANADA, LTD. -- continued
<TABLE>
Canadian Reynolds Metals Company, Ltd.
<CAPTION>
Quarters ended March 31
--------------------------
1997 1996
--------------------------
<S> <C> <C>
Net Sales:
Customers $ 45 $ 48
Parent and related companies 190 169
--------------------------
$235 $217
Cost of products sold 188 154
Net income $ 29 $ 37
</TABLE>
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
----------------------------
<S> <C> <C>
Current assets $ 219 $ 189
Noncurrent assets 1,195 1,225
Current liabilities (193) (50)
Noncurrent liabilities (482) (624)
</TABLE>
<TABLE>
Reynolds Aluminum Company of Canada, Ltd.
<CAPTION>
Quarters ended March 31
---------------------------
1997 1996
---------------------------
<S> <C> <C>
Net Sales:
Customers $119 $117
Parent and related companies 176 143
$295 $260
Cost of products sold 244 199
Net income $ 28 $ 32
</TABLE>
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
--------------------------
<S> <C> <C>
Current assets $ 258 $ 240
Noncurrent assets 1,347 1,370
Current liabilities (227) (95)
Noncurrent liabilities (522) (656)
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the
consolidated financial statements and related footnotes included
in the Company's 1996 Form 10-K along with the consolidated
financial statements and related footnotes included in and
referred to in this report. In the tables, dollars are in
millions, except per share and per pound amounts, and shipments
are in thousands of metric tons. A metric ton is equivalent to
2,205 pounds.
Management's Discussion and Analysis contains forecasts,
projections, estimates, statements of management's plans and
objectives for the Company and other forward-looking statements.
Please refer to the "Risk Factors" section beginning on page 12,
where we have summarized factors that could cause actual results
to differ materially from those projected in a forward-looking
statement or affect the extent to which a particular projection
is realized.
RESULTS OF OPERATIONS
Shipments were up approximately 2% in the first quarter of 1997
compared to the first quarter of 1996 as demand strengthened for
most fabricated products. Slightly lower net sales primarily
reflect lower fabricated product pricing. The average realized
price for fabricated products was approximately 6% lower in the
first quarter of 1997 ($1.72 per pound) compared to the first
quarter of 1996 ($1.83 per pound). The decline in prices
resulted from the slowdown in economic activity during most of
1996, coupled with reductions of excess inventory by customers.
The full impact of lower pricing was partially offset by
performance improvement programs.
<TABLE>
<CAPTION>
First Quarter
1997 1996
-----------------
<S> <C> <C>
Net income $43 $ 2
Special items included in net income:
Gain on sale of assets 23 -
Operational restructuring costs - (23)
Cumulative effect of accounting change - (15)
Earnings per share $0.59 $(0.12)
Special items included in earnings per share:
Gain on sale of assets 0.32 -
Operational restructuring costs - (0.36)
Cumulative effect of accounting change - (0.24)
</TABLE>
The gain on sale of assets in 1997 resulted from the sale of our
U.S. residential construction products business. Operational
restructuring costs in 1996 related principally to employee
termination costs associated with the closing of a can plant in
Houston, Texas. The accounting change resulted from adopting a
new accounting standard that required us to recognize a loss for
impaired assets held for sale, principally undeveloped land.
RESULTS OF OPERATIONS -- continued
<TABLE>
SHIPMENTS AND NET SALES
<CAPTION>
First Quarter 1997 First Quarter 1996
----------------------------------------------
Shipments Net Sales Shipments Net Sales
----------------------------------------------
<S> <C> <C> <C> <C>
Finished Products and Other Sales
Packaging and containers
Aluminum 85 $ 435 83 $ 438
Nonaluminum 132 130
Other aluminum 34 108 38 133
Other nonaluminum 92 127
----------------------------------------------
119 767 121 828
----------------------------------------------
Production and Processing
Primary aluminum 83 146 81 142
Sheet and plate 95 277 91 292
Extrusions 52 169 51 178
Other aluminum 41 124 39 113
Other nonaluminum 132 109
----------------------------------------------
271 848 262 834
----------------------------------------------
Total 390 $1,615 383 $1,662
==============================================
Average realized price per pound:
Fabricated aluminum products $1.72 $1.83
Primary aluminum $0.80 $0.80
</TABLE>
Finished Products and Other Sales
Shipments of cans, aluminum foil products and aluminum
distribution products were higher due to strong demand. Cans
also benefited from new soft drink and other business.
Distribution products also benefited from milder weather
conditions in 1997 compared to the severe winter conditions in
1996. Other aluminum reflects lower shipments of construction
products.
The decline in net sales was due to lower prices for cans,
aluminum foil products and aluminum and stainless steel
distribution products and lower sales of nonaluminum construction
products.
Production and Processing
Primary aluminum shipments fluctuate from period to period
because of variations in internal requirements and changes in
customer demand for value-added foundry ingot and billet. The
average realized price for primary aluminum rebounded in the
first quarter of 1997 to the level experienced in the first
quarter of 1996 because of improved demand.
Higher shipments were realized for most fabricated products due
to improved demand, particularly in Europe. Shipments of
aluminum wheels, both domestic and foreign, were particularly
strong, increasing 38% over the first quarter of 1996.
In addition to higher shipments, net sales were favorably
impacted by higher sales of alumina and technology. Prices for
most fabricated aluminum products were lower.
RESULTS OF OPERATIONS -- continued
COSTS AND EXPENSES
Cost of products sold decreased in the first quarter of 1997
because of:
- - lower costs for certain purchased materials
- - improved capacity utilization at fabricating facilities
- - performance improvement programs
These benefits were somewhat offset by higher costs for labor and
natural gas.
The decrease in selling, administrative and general expenses
primarily reflects lower advertising expenses.
On a quarterly basis, the Company updates the status of all
significant existing or potential environmental issues, develops
or revises estimates of costs to satisfy known remediation
requirements and adjusts its accruals accordingly. Based upon
information presently available, such future costs are not
expected to have a material adverse effect on our competitive or
financial position or our ongoing results of operations.
However, it is not possible to predict the amount or timing of
future costs of environmental requirements that may subsequently
be determined. Such costs could be material to future quarterly
or annual results of operations.
Various suits and claims are pending against the Company. In the
opinion of management, after consultation with counsel,
disposition of these suits and claims, either individually or in
the aggregate, will not have a material adverse effect on our
competitive or financial position or our ongoing results of
operations. No assurance can be given, however, that the
disposition of one or more of such suits or claims in a
particular reporting period will not be material in relation to
the reported results for such period.
TAXES ON INCOME
The effective tax rates reflected in the income statement differ
from the U.S. federal statutory rate because of state and foreign
taxes and the effects of percentage depletion allowances.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
WORKING CAPITAL
<CAPTION>
March 31 December 31
1997 1996
-------------------------
<S> <C> <C>
Working capital $463 $540
Ratio of current assets to current liabilities 1.3/1 1.4/1
</TABLE>
OPERATING ACTIVITIES
Cash from operations was supplemented with cash provided by
investing activities to fund receivables and inventories in the
first quarter of 1997. The increase in receivables reflects
higher sales activity towards the end of the first quarter of
1997. Total inventories decreased because of the sale of our
U.S. residential construction products business. This decrease
was partially offset by increases in inventories of ongoing
operations in anticipation of higher shipping volumes in the
second quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES -- continued
INVESTING ACTIVITIES
Cash provided by investing activities resulted primarily from the
sale of our U.S. residential construction products business.
Capital investments totaled $63 million in the first quarter
1997. This amount includes $23 million for operating
requirements (replacement equipment, environmental control
projects, etc.). The remainder was for strategic projects
carried forward from 1996, including:
- - the construction of a forged wheel plant in Virginia
- - the expansion and modernization of can, foil and plastic
film plants
- - the modernization of a primary aluminum plant in New York
FINANCING ACTIVITIES
Debt was reduced with part of the proceeds from the sale of our
U.S. residential construction products business.
PORTFOLIO REVIEW
We are conducting a review of all our operations and businesses
with the goals of improving corporate performance and
strengthening our financial position. Late in the first quarter
of 1997, we announced organizational and management changes to
streamline our business to focus on global aluminum markets that
hold the most promising opportunities for profitable growth.
These changes reorganized the structure of the Company into the
following six worldwide, market-focused businesses:
- - Bauxite and Alumina
- - Metals and Carbon Products
- - Construction and Distribution
- - Transportation
- - Cans
- - Packaging and Consumer
In addition, we have formed a new unit that will focus on
emerging markets, such as China, Russia and India. The potential
number of job eliminations and possible cost resulting from the
reorganization cannot be reasonably estimated at this time. We
anticipate announcing an overview of our plans when we announce
results for the second quarter of 1997. (See Note 2)
OUTLOOK
As the result of our portfolio review and the implementation of
the resulting plan, we expect to improve our operations, growth
prospects and the quality of our earnings, as well as strengthen
our financial position. As the year progresses, we also expect
to realize the full benefit of improving aluminum industry
fundamentals and improvements in our packaging and consumer
products businesses.
OUTLOOK -- continued
In 1997, we plan to spend between $300 to $325 million on capital
investments. Approximately 65% of this amount will be used for
operating requirements. The remainder will be used for
continuing expenditures for those performance improvement and
strategic investment projects already underway. We expect to
fund capital investments in 1997 with cash generated from
operations.
The Company intends to extend to the year 2001 the term of its
$150 million bank credit agreement that matures in the first
quarter of 1998. We expect to complete this extension in the
second quarter of 1997.
The Company believes its available financial resources, together
with internally generated funds, are sufficient to meet its
business needs at the present time and for the foreseeable
future. The Company continues to exceed the financial ratio
requirements contained in its financing arrangements and expects
to do so in the future. At March 31, 1997, $113 million of the
Company's $1.65-billion shelf registration remained available for
the issuance of debt securities.
RISK FACTORS
This section should be read in conjunction with Part I, Items 1
(Business), 3 (Legal Proceedings) and 7 (Management's Discussion
and Analysis of Financial Condition and Results of Operations) of
the Company's 1996 Form 10-K; Part II, Item 1 (Legal Proceedings)
of this report; and the preceding portions of this Item.
This report contains (and oral communications made by or on
behalf of the Company may contain) forecasts, projections,
estimates, statements of management's plans and objectives for
the Company and other forward-looking statements(1). The Company's
expectations for the future and related forward-looking
statements are based on a number of assumptions and forecasts as
to world economic growth and other economic indicators (including
rates of inflation, industrial production, housing starts and
light vehicle sales), trends in the Company's key markets, global
aluminum supply and demand conditions, and aluminum ingot prices,
among other items. By their nature, forward-looking statements
involve risk and uncertainty, and various factors could cause the
Company's actual results to differ materially from those
projected in a forward-looking statement or affect the extent to
which a particular projection is realized.
Consensus expectations for 1997 indicate global economic growth
of 3%. The Company is forecasting a 4-5% increase in U.S.
aluminum industry shipments and a 5-6% increase in global
aluminum consumption for the year, with especially strong
transportation and packaging markets. The Company is forecasting
the worldwide supply of aluminum to grow 3-3.5% in 1997. Barring
a recession in any major world economy, the Company expects these
improved conditions in aluminum industry supply/demand
fundamentals to continue for the next several years. The
Company's outlook for growth in aluminum consumption for the
remainder of this decade is an average of 4% per year. The
Company expects greater use of aluminum around the world in
automobiles and other light vehicles. The Company also expects
U.S. aluminum beverage can shipments to grow at about 2% per year
(2-3% in 1997) and global shipments to grow 5% annually, with
rapid growth of the aluminum beverage can market in Latin
America, Asia, the Middle East and other developing economies.
Economic and/or market conditions other than as forecast by the
Company in the preceding paragraph, particularly in the U.S.,
Japan and Germany (which are large consumers of aluminum) and in
Latin
_______________________________
(1) Forward-looking statements can be identified generally as those
containing verbs such as "forecast", "project", "estimate",
"expect", "anticipate" or "plan" and words of similar effect.
RISK FACTORS -- continued
America, could cause the Company's actual results to differ
materially from those projected in a forward-looking statement or
affect the extent to which a particular projection is realized.
The following factors also could affect the Company's results:
- - Primary aluminum is an internationally traded commodity.
The price of primary aluminum is subject to worldwide market
forces of supply and demand and other influences. Prices can be
volatile. The Company's use of contractual arrangements
including fixed-price sales contracts, fixed-price supply
contracts, and forward, futures and option contracts, reduces its
exposure to this volatility but does not eliminate it.
- - The markets for most aluminum products are highly
competitive. Certain of the Company's competitors are larger
than the Company in terms of total assets and operations and have
greater financial resources. Certain foreign governments are
involved in the operation and/or ownership of certain competitors
and may be motivated by political, as well as economic
considerations. In addition, aluminum competes with other
materials, such as steel, vinyl, plastics and glass, among
others, for various applications in the Company's key markets.
Unanticipated actions or developments by or affecting the
Company's competitors and/or the willingness of customers to
accept substitutions for the products sold by the Company could
affect results.
- - The Company spends substantial capital and operating amounts
relating to ongoing compliance with environmental laws. In
addition, the Company is involved in remedial investigations and
actions in connection with past disposal of wastes. Estimating
future environmental compliance and remediation costs is
imprecise due to the continuing evolution of environmental laws
and regulatory requirements and uncertainties about their
application to the Company's operations, the availability and
application of technology, the identification of currently
unknown remediation sites, and the allocation of costs among
potentially responsible parties.
- - Unanticipated material legal proceedings or investigations,
or the disposition of those currently pending against the Company
other than as anticipated by management and counsel, could affect
the Company's results.
- - Changes in the costs of power, resins, caustic soda, green
coke and other raw materials can affect results. The Company's
contract with the Bonneville Power Administration for the period
October 1996 - September 2001 provides fixed rates for electrical
power that are 16% less than rates previously in effect for the
Company's Washington and Oregon primary aluminum production
plants. These rates are subject to regulatory review and
approval. In addition, third parties are challenging the
contract in court, and the rates are subject to further appeal in
the courts by third parties following regulatory review.
- - The Company's key transportation market is cyclical, and
sales to that market in particular can be influenced by economic
conditions.
- - A strike at a customer facility or a significant downturn in
the business of a key customer supplied by the Company could
affect the Company's results.
RISK FACTORS -- continued
- - The Company is conducting a portfolio review of all its
operations and businesses. The Company is considering
alternatives that include, among other things, asset sales, spin-
offs and formation of strategic alliances. In connection with
the portfolio review, the Company has announced the signing of
letters of intent for the sale of its El Campo, Texas aluminum
extrusion plant; its Bellwood, Virginia extrusion plant; and its
Sheffield, Alabama rolling mill and related assets. These
pending transactions are subject to certain conditions, including
due diligence reviews by purchasers, negotiation of definitive
agreements and obtaining regulatory approvals and third party
consents. As a result, the transactions may or may not be
completed as contemplated. The timing, nature and magnitude of
additional actions, if any, that will be taken are not certain.
Such additional actions, if taken, could affect the Company's
results and ongoing operating performance.
In addition to the factors referred to above, the Company is
exposed to general financial, political, economic and business
risks in connection with its worldwide operations. The Company
continues to evaluate and manage its operations in a manner to
mitigate the effects from exposure to such risks. In general,
the Company's expectations for the future are based on the
assumption that conditions relating to costs, currency values,
competition and the legal, regulatory, financial, political and
business environments in the economies and markets in which the
Company operates will not change significantly overall.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As previously reported in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996, the Registrant
received from the U.S. Department of Justice on August 29, 1994 a
civil investigative demand relating to production of primary
aluminum. The Justice Department advised the Registrant on April
3, 1997 that this civil investigation had been concluded and
closed.
Item 2. CHANGES IN SECURITIES
(a) Amendment to Restated Certificate of Incorporation
The Registrant's Restated Certificate of Incorporation
was amended by the filing on January 21, 1997 of a
Certificate of Designation (the "January 21, 1997
Amendment") relating to its 7% PRIDES(SM), Convertible
Preferred Stock, Stated Value $47.25 Per Share (the
"PRIDES"). The Registrant issued 11,000,000 shares of
PRIDES on January 25, 1994 under a Certificate of
Designations, Preferences, Rights and Limitations (the
"PRIDES Certificate of Designations") it filed on January
20, 1994. The PRIDES shares ranked prior to the
Registrant's Common Stock as to payment of dividends and
distribution of assets upon liquidation and had certain
voting rights separate from the Common Stock. The Registrant
redeemed all outstanding shares of the PRIDES on December
31, 1996. The January 21, 1997 Amendment eliminated from
the Registrant's Restated Certificate of Incorporation all
matters set forth in the PRIDES Certificate of Designations.
______________
(SM) "PRIDES" is a service mark of Merrill Lynch & Co., Inc.
(b) Recent Sales of Unregistered Securities
Effective January 1, 1997, the Registrant terminated
its retirement and death benefit plans for current outside
Directors and adopted a Stock Plan for Outside Directors
(the "Stock Plan").
Under the Stock Plan, outside Directors serving on or
after January 1, 1997 will receive an annual grant of 225
shares of phantom stock of the Registrant, plus dividend
equivalents based on the dividends that would have been paid
on the phantom stock if the outside Director had actually
owned shares of the Registrant's Common Stock. The annual
grant will be made in quarterly installments at the end of
each calendar quarter. In addition, the accounts of current
outside Directors who were covered by the terminated
retirement and death benefit plans described above were
credited as of that date with shares of phantom stock
equivalent in value to their benefits earned under the
terminated plans through December 31, 1996. Payments under
the Stock Plan to outside Directors will be made upon the
outside Director's retirement, resignation or death in
shares of Common Stock of the Registrant, with fractional
shares paid in cash.
12,813.811 phantom shares, in the aggregate, were
granted to eight of the Registrant's nine outside Directors
on January 1, 1997, based on an average price of $56.813 per
share. 506.25 phantom shares, in the aggregate, were
granted to the nine outside Directors on March 31, 1997,
based on an average price of $62.6875 per share. To the
extent that such grants constitute sales of equity
securities, the Registrant issued such phantom shares in
reliance on the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, taking into account the
nature of the Stock Plan, the number of outside Directors
participating in the Stock Plan, the sophistication of the
outside Directors and their access to the kind of
information that a registration statement would provide.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Registrant was
held on April 16, 1997. The stockholders (i) elected the
thirteen nominees named in the Registrant's proxy statement to
serve as Directors and (ii) ratified the selection of Ernst &
Young LLP as independent auditors of the Registrant for 1997.
The number of votes cast for, against or withheld, and the number
of abstentions, as applicable, with respect to each matter were
as set forth below. There were no broker nonvotes. No other
matters were voted upon at the meeting.
(i) Election of Directors
<TABLE>
<CAPTION>
Number Of Votes Number Of Votes
Name Cast "For" Withheld
<S> <C> <C>
Patricia C. Barron 65,336,941 551,111
John R. Hall 65,322,245 565,807
Robert L. Hintz 65,315,791 572,261
William H. Joyce 65,343,532 544,520
Mylle Bell Mangum 65,344,301 543,751
D. Larry Moore 65,346,894 541,158
Randolph N. Reynolds 65,315,699 572,353
James M. Ringler 65,342,483 545,569
Henry S. Savedge, Jr. 65,326,131 561,921
Samuel C. Scott, III 65,346,224 541,828
Jeremiah J. Sheehan 65,260,081 627,971
J. Wilt Wagner 65,283,047 605,005
Joe B. Wyatt 65,322,124 565,928
</TABLE>
(ii) Ratification of Selection of Ernst & Young
LLP as Independent Auditors
Number of Votes Cast "For" 65,518,107
Number of Votes Cast "Against" 169,059
Number of Abstentions 200,887
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
first quarter of 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
REYNOLDS METALS COMPANY
By Allen M. Earehart
Allen M. Earehart
Vice President, Controller
(Chief Accounting Officer)
DATE: May 14, 1997
INDEX TO EXHIBITS
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended. (File No. 1-1430, 1996 Form
10-K Report, EXHIBIT 3.1)
EXHIBIT 3.2 - By-Laws, as amended
EXHIBIT 4.1 - Restated Certificate
of Incorporation. See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals
Company and The Bank of New York, as
Trustee, relating to Debt Securities.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT
4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November
23, 1987 (the "Rights Agreement")
between Reynolds Metals Company and The
Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT
4.11)
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))
_______________________
*Incorporated by reference.
* EXHIBIT 4.13 - Articles of Continuance of Societe
d'Aluminium Reynolds du Canada,
Ltee/Reynolds Aluminum Company of
Canada, Ltd. (formerly known as Canadian
Reynolds Metals Company, Limited --
Societe Canadienne de Metaux Reynolds,
Limitee) ("REYCAN"), as amended. (File
No. 1-1430, 1995 Form 10-K Report,
EXHIBIT 4.13)
EXHIBIT 4.14 - By-Laws of REYCAN, as amended
* EXHIBIT 4.15 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.15)
EXHIBIT 4.16 - By-Laws of CRM, as amended
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993
among REYCAN, Reynolds Metals Company
and The Bank of New York, as Trustee.
(File No. 1-1430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(a))
* EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-
K Report dated July 14, 1993, EXHIBIT
4(d))
* EXHIBIT 10.1 - Reynolds Metals Company 1987
Nonqualified Stock Option Plan.
(Registration Statement No. 33-13822 on
Form S-8, dated April 28, 1987, EXHIBIT
28.1)
* EXHIBIT 10.2 - Reynolds Metals Company 1992
Nonqualified Stock Option Plan.
(Registration Statement No. 33-44400 on
Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
* EXHIBIT 10.3 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1996. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended March 31, 1995, EXHIBIT 10.4)
* EXHIBIT 10.4 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.9)
* EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
* EXHIBIT 10.6 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form
10-K Report, EXHIBIT 10.11)
_______________________
*Incorporated by reference.
* EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
* EXHIBIT 10.8 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993. (File No. 1-
1430, 1993 Form 10-K Report, EXHIBIT
10.12)
* EXHIBIT 10.9 - Form of Indemnification Agreement for
Directors and Officers. (File No. 1-
1430, Form 8-K Report dated April 29,
1987, EXHIBIT 28.3)
* EXHIBIT 10.10 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the current executive officers (other
than Donna C. Dabney) listed in Item 4A
of the Reynolds Metals Company 1996 Form
10-K Report. (File No. 1-1430, 1987
Form 10-K Report, EXHIBIT 10.18)
* EXHIBIT 10.11 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective May 20, 1988. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 19(a))
* EXHIBIT 10.12 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective October 21, 1988. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1988, EXHIBIT 19(a))
* EXHIBIT 10.13 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 1, 1987. (File No. 1-
1430, 1988 Form 10-K Report, EXHIBIT
10.22)
* EXHIBIT 10.14 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February
16, 1990 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)
* EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT
10.26)
* EXHIBIT 10.16 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
* EXHIBIT 10.17 - Reynolds Metals Company Restricted Stock
Plan for Outside Directors.
(Registration Statement No. 33-53851 on
Form S-8, dated May 27, 1994, EXHIBIT
4.6)
* EXHIBIT 10.18 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.30)
____________________________
* Incorporated by reference.
* EXHIBIT 10.19 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1994, EXHIBIT 10.31)
* EXHIBIT 10.20 - Reynolds Metals Company Supplemental
Long Term Disability Plan for
Executives. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1994, EXHIBIT 10.32)
* EXHIBIT 10.21 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.34)
* EXHIBIT 10.22 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.35)
* EXHIBIT 10.23 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT
10.36)
* EXHIBIT 10.24 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.34)
* EXHIBIT 10.25 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.35)
* EXHIBIT 10.26 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.36)
* EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
* EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
* EXHIBIT 10.29 - Reynolds Metals Company 1996
Nonqualified Stock Option Plan.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
4.6)
* EXHIBIT 10.30 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective January 1, 1993.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
99)
____________________________
* Incorporated by reference.
* EXHIBIT 10.31 - Form of Stock Option Agreement, as approved
May 17, 1996 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1996, EXHIBIT 10.41)
* EXHIBIT 10.32 - Form of Three Party Stock Option Agreement,
as approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1996, EXHIBIT 10.42)
* EXHIBIT 10.33 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1996, EXHIBIT 10.43)
* EXHIBIT 10.34 - Amendment to Deferred Compensation Plan
for Outside Directors effective August
15, 1996. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
* EXHIBIT 10.35 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996. (File No. 1-
1430, 1996 Form 10-K Report, EXHIBIT
10.38)
* EXHIBIT 10.36 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1996. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.39)
* EXHIBIT 10.37 - Reynolds Metals Company Supplemental
Incentive Plan. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.40)
* EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for
Outside Directors. (File No. 1-1430,
1996 Form 10-K Report, EXHIBIT 10.41)
* EXHIBIT 10.39 - Special Executive Severance Package for
Certain Employees who Terminate
Employment between January 1, 1997 and
June 30, 1998, as approved by the
Compensation Committee of the Company's
Board of Directors on January 17, 1997.
(File No. 1-1430, 1996 Form 10-K Report,
EXHIBIT 10.42)
* EXHIBIT 10.40 - Special Award Program for Certain
Executives or Key Employees, as approved
by the Compensation Committee of the
Company's Board of Directors on January
17, 1997. (File No. 1-1430, 1996 Form
10-K Report, EXHIBIT 10.43)
EXHIBIT 11 - Omitted. See Part I, Item 1 for
computation of earnings per share
EXHIBIT 15 - None
EXHIBIT 18 - None
EXHIBIT 19 - None
____________________________
* Incorporated by reference.
EXHIBIT 22 - None
EXHIBIT 23 - None
EXHIBIT 24 - None
EXHIBIT 27 - Financial Data Schedule
Pursuant to Item 601 of Regulation S-K, certain instruments
with respect to long-term debt of Reynolds Metals Company (the
"Registrant") and its consolidated subsidiaries are omitted
because such debt does not exceed 10 percent of the total assets
of the Registrant and its subsidiaries on a consolidated basis.
The Registrant agrees to furnish a copy of any such instrument to
the Commission upon request.
F:\BFH\SEC\10Q\FORM10Q.197
EXHIBIT 3.2
By-Laws
of
REYNOLDS METALS COMPANY
(Incorporated under the Laws of Delaware)
By-Laws
of
REYNOLDS METALS COMPANY
Table of Contents
Page
ARTICLE I - Stock
Section 1. Certificates for Stock . . . . . . . . . 1
Section 2. Transfers of Stock . . . . . . . . . . . 1
Section 3. Holders of Record . . . . . . . . . . . 1
Section 4. Lost or Destroyed Certificates . . . . . 2
ARTICLE II - Stockholders' Meetings
Section 1. Place of Meetings . . . . . . . . . . . 2
Section 2. Annual Meetings . . . . . . . . . . . . 2
Section 3. Special Meetings . . . . . . . . . . . . 2
Section 4. Matters to be Brought Before
Stockholders Meetings . . . . . . . . . 2
Section 5. Notice of Meetings . . . . . . . . . . . 4
Section 6. Quorum . . . . . . . . . . . . . . . . . 4
Section 7. Adjourned Meetings . . . . . . . . . . . 4
Section 8. Inspectors of Election . . . . . . . . . 4
Section 9. List of Stockholders . . . . . . . . . . 5
Section 10. Voting . . . . . . . . . . . . . . . . . 5
Section 11. Consents in Writing . . . . . . . . . . 6
ARTICLE III - Board of Directors
Section 1. Number; Term of Office; Powers . . . . . 6
Section 2. Resignations . . . . . . . . . . . . . . 6
Section 3. Vacancies . . . . . . . . . . . . . . . 7
Section 4. Annual Meeting . . . . . . . . . . . . . 7
Section 5. Regular Meetings . . . . . . . . . . . . 7
Section 6. Special Meetings . . . . . . . . . . . . 7
Section 7. Notice of Meetings . . . . . . . . . . . 7
Section 8. Quorum; Adjourned Meetings;
Required Vote . . . . . . . . . . . . . 8
Section 9. Committees . . . . . . . . . . . . . . . 8
Section 10. Compensation . . . . . . . . . . . . . . 8
Section 11. Consents in Writing . . . . . . . . . . 9
Section 12. Participation by Conference Telephone . 9
Table of Contents, Continued
ARTICLE IV - Officers
Section 1. Officers . . . . . . . . . . . . . . . . 9
Section 2. Chairman of the Board . . . . . . . . . 10
Section 3. Vice Chairmen of the Board . . . . . . . 10
Section 4. President . . . . . . . . . . . . . . . 10
Section 5. Vice Presidents . . . . . . . . . . . . 10
Section 6. General Counsel . . . . . . . . . . . . 10
Section 7. Secretary . . . . . . . . . . . . . . . 10
Section 8. Treasurer . . . . . . . . . . . . . . . 10
Section 9. Controller . . . . . . . . . . . . . . . 11
Section 10. Other Officers and Assistant Officers . 11
Section 11. Term of Office; Vacancies . . . . . . . 11
Section 12. Removal . . . . . . . . . . . . . . . . 11
ARTICLE V - Dividends and Finance
Section 1. Dividends . . . . . . . . . . . . . . . 11
Section 2. Deposits; Withdrawals; Notes and Other
Instruments . . . . . . . . . . . . . . 11
Section 3. Fiscal Year . . . . . . . . . . . . . . 11
ARTICLE VI - Books and Records; Record Date
Section 1. Books and Records . . . . . . . . . . . 12
Section 2. Record Date . . . . . . . . . . . . . . 12
ARTICLE VII - Notices
Section 1. Notices . . . . . . . . . . . . . . . . 13
Section 2. Waivers of Notice . . . . . . . . . . . 13
ARTICLE VIII - Contracts
Section 1. Interested Directors or Officers . . . . 13
ARTICLE IX - Seal
Section 1. Seal . . . . . . . . . . . . . . . . . . 14
ARTICLE X - Indemnification
Section 1. Indemnification in Third Party
Actions . . . . . . . . . . . . . . . . 14
Section 2. Indemnification in an Action by or in
the Right of the Corporation . . . . . . 15
Section 3. Indemnification as of Right . . . . . . 16
Section 4. Determination of Indemnification . . . . 16
Section 5. Advance for Expenses . . . . . . . . . . 16
Section 6. General Provisions . . . . . . . . . . . 16
ARTICLE XI - Amendments
Section 1. Amendments . . . . . . . . . . . . . . . 18
By-Laws
of
REYNOLDS METALS COMPANY
(Incorporated under the Laws of Delaware)
ARTICLE I - Stock
1. Certificates for Stock. Certificates of Stock shall be
issued in numerical order, be signed by the Chairman of the Board
of Directors, a Vice Chairman of the Board of Directors, the
President or a Vice President, and by the Secretary or an Assis
tant Secretary, or the Treasurer or an Assistant Treasurer, and
sealed with the corporate seal; provided, that where any Certifi
cate of Stock is signed by a duly appointed and authorized
Transfer Agent or Registrar the signatures of the Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, the
President, Vice President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer may be facsimile, engraved or
printed, and the seal of the corporation on any such Certificate
of Stock may be facsimile, engraved or printed. In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.
2. Transfers of Stock. Transfers of stock shall be made
only upon the books of the corporation, and only by the person
named in the certificate or by attorney, lawfully constituted in
writing, and only upon surrender of the certificate therefor.
The directors may by resolution make reasonable regulations for
the transfers of stock.
3. Holders of Record. Registered stockholders only shall
be entitled to be treated by the corporation as the holders in
fact of the stock standing in their respective names and the
corporation shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Delaware.
4. Lost or Destroyed Certificates. In case of loss or
destruction of any certificate of stock another may be issued in
its place upon satisfactory proof of such loss or destruction and
upon the giving of a satisfactory bond of indemnity to the
corporation, all as determined either expressly by the directors
or pursuant to general authority granted by them.
ARTICLE II - Stockholders' Meetings
1. Place of Meetings. Meetings of the stockholders shall
be held at such place, within or outside the State of Delaware,
as the Board of Directors may determine.
2. Annual Meeting. The annual meeting of the stockholders
of the corporation, for the election of directors to succeed
those whose terms expire, and for the transaction of such other
business as may come before the meeting, shall be held on the
first Wednesday after April 15th of each year, if not a legal
holiday, and if a legal holiday, then on the first business day
following, at 10:00 a.m., or on such other date and at such other
time as may be fixed by the Board of Directors. The annual
meeting of the stockholders may be postponed by the Board of
Directors upon public notice given before the date previously
scheduled for such meeting. If the annual meeting of the
stockholders be not held as herein prescribed, the election of
directors may be held at any meeting thereafter called pursuant
to these By-Laws.
3. Special Meetings. Special meetings of the stockholders
may be called by the Chairman of the Board of Directors, or a
Vice Chairman of the Board of Directors, or the President or by
the Board of Directors, and shall be called at any time by the
Board of Directors upon the request in writing of stockholders
entitled to cast a majority of the votes which all stockholders
are entitled to cast. Such request must state the purpose of the
meeting.
4. Matters to be Brought Before Stockholders Meetings.
Except as otherwise provided by law, at any annual or special
meeting of stockholders only such business shall be conducted as
shall have been properly brought before the meeting in accordance
with this Section.
In order to be properly brought before the meeting,
such business must have either been (i) specified in the written
notice of the meeting (or any supplement thereto) given to
stockholders of record on the record date for such meeting by or
at the direction of the Board of Directors, (ii) brought before
the meeting at the direction of the Board of Directors or the
officer presiding over the meeting, or (iii) specified in a
written notice given by or on behalf of a stockholder of record
on the record date for such meeting entitled to vote thereat or a
duly authorized proxy for such stockholder, in accordance with
all of the following requirements.
A notice referred to in clause (iii) hereof must be
delivered personally to, or mailed to and received at, the
principal executive office of the corporation, addressed to the
attention of the Secretary, not more than ten (10) days after the
date of the initial notice referred to in clause (i) hereof, in
the case of business to be brought before a special meeting of
stockholders, and not less than thirty (30) days prior to the
first anniversary date of the initial notice referred to in
clause (i) hereof of the previous year's annual meeting, in the
case of business to be brought before an annual meeting of
stockholders, provided, however, that such notice shall not be
required to be given more than ninety (90) days prior to an
annual meeting of stockholders. Such notice referred to in
clause (iii) hereof shall set forth:
(a) a full description of each such item of business
proposed to be brought before the meeting;
(b) the name and address of the person proposing to bring
such business before the meeting;
(c) the class and number of shares held of record, held
beneficially and represented by proxy by such person as of the
record date for the meeting (if such date has then been made
publicly available) and as of the date of such notice;
(d) if any item of such business involves a nomination for
director, all information regarding each such nominee that would
be required to be set forth in a definitive proxy statement filed
with the Securities and Exchange Commission pursuant to Section
14 of the Securities Exchange Act of 1934, as amended, or any
successor thereto and the written consent of each such nominee to
serve if elected; and
(e) all other information that would be required to be
filed with the Securities and Exchange Commission if, with
respect to the business proposed to be brought before the meet
ing, the person proposing such business was a participant in a
solicitation subject to Section 14 of the Securities Exchange Act
of 1934, as amended, or any successor thereto.
No business shall be brought before any meeting of
stockholders of the corporation otherwise than as provided in
this Section.
5. Notice of Meetings. Written notice of the place, date
and hour of the annual and of all special meetings of the stock
holders and, in the case of special meetings, of the purpose or
purposes for which such special meeting is called, shall be given
in the manner specified in Section l of Article VII of these By-
Laws not less than ten (10) nor more than sixty (60) days prior
to the meeting, to each stockholder of record of the corporation
entitled to vote thereat. Business transacted at all special
meetings shall be confined to the purposes stated in the notice.
6. Quorum. A quorum at any annual or special meeting of
the stockholders shall consist of the presence, in person or by
proxy, of stockholders entitled to cast a majority of the votes
which all stockholders are entitled to cast, except as otherwise
specifically provided by law or in the Certificate of Incorpora
tion.
7. Adjourned Meetings. Whether or not a quorum is present
at a properly called stockholders' meeting, the meeting may be
adjourned from time to time by the Chairman of the meeting or by
a majority in interest of those present in person or by proxy and
entitled to vote thereat. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting; otherwise,
no notice of such adjourned meeting need be given if the time and
place thereof are announced at the meeting at which the
adjournment is taken. The absence from any meeting of
stockholders holding the number of shares of stock of the corpora
tion required by law, the Certificate of Incorporation or these
By-Laws for action upon any given matter shall not prevent action
at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present
thereat in person or by proxy stockholders holding the number of
shares of stock of the corporation required in respect of such
other matter or matters.
8. Inspectors of Election. In advance of any meeting of
stockholders or any corporate action to be taken by the stock
holders in writing without a meeting, the Chief Executive Offi
cer, Chief Operating Officer, Chief Financial Officer or Secre
tary of the corporation shall appoint one or more inspectors of
election to serve at such meeting or to examine such written
consents and to make a written report with respect thereto. In
addition, any such officer may, but shall not be required to,
designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is
able to act at a meeting of stockholders, the presiding officer
at such meeting shall appoint one or more inspectors to act at
the meeting. Each inspector shall discharge his or her duties in
accordance with applicable law and shall, before entering upon
the discharge of his or her duties, take and sign an oath faith
fully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability.
9. List of Stockholders. A complete list of the stock
holders entitled to vote at each annual or special meeting of the
stockholders of the corporation, arranged in alphabetical order,
showing the address of record of each and the number of voting
shares held by each, shall be prepared by the Secretary, who
shall have charge of the stock ledger, and filed in the City (or,
if such meeting is to be held at a place not within any city,
then in the county) where the meeting is to be held, at a loca
tion specified in the Notice of Meeting, or if no such location
is specified in such notice, at the place where the meeting is to
be held, at least ten (10) days before every such meeting, and
shall, during the usual hours for business, be open to the
examination of any stockholder for any purpose germane to the
meeting, and during the whole time of said meeting be open to the
examination of any stockholder.
10. Voting. Subject to the provisions of Article VI,
Section 2 of these By-Laws, and except where a different vote per
share is prescribed by the Certificate of Incorporation for a
class of stock, each holder of stock of a class which is entitled
to vote in any election or on any other questions at any annual
or special meeting of the stockholders shall be entitled to one
vote, in person or by written proxy, for each share of such class
held of record. Except where, and to the extent that, a differ
ent percentage of votes and/or a different exercise of voting
power is prescribed by law, the Certificate of Incorporation or
these By-Laws, all elections and other questions shall be decided
by the vote of stockholders, present in person or by proxy and
entitled to vote, representing a majority of the votes cast.
Abstentions shall be counted in the tabulation of the votes cast.
The votes for directors, and, upon demand of any stockholder, or
where required by law, the votes upon any question before the
meeting, shall be by ballot; otherwise, the election shall be
held as the presiding officer prescribes.
11. Consents in Writing. Any action which might have been
taken under these By-Laws by a vote of the stockholders at a
meeting thereof may be taken by them without a meeting, without
prior notice and without a vote, if a consent in writing setting
forth the action so taken shall be signed by the holders of
outstanding shares of stock of the corporation having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or the
Secretary. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of such corporate
action shall be given to those stockholders who have not
consented thereto if less than unanimous written consent is
obtained. Every written consent shall bear the date of signature
of each stockholder who signs the consent. No written consent
shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the date the earliest
dated written consent (executed and delivered in accordance with
this Section) was received by the corporation, written consents
signed by a sufficient number of holders (determined in
accordance with this Section) to take such action are delivered
to the corporation in the manner specified in this Section.
ARTICLE III - Board of Directors
1. Number; Term of Office; Powers. The business and
affairs of the corporation shall be under the direction of a
Board of Directors, consisting of thirteen (13) persons. Direc
tors shall be elected for one year, and shall hold office until
their successors are elected and qualified. Directors need not
be stockholders. In addition to the power and authority express
ly conferred upon them by the By-Laws and the Certificate of
Incorporation, the Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by law or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the
stockholders.
2. Resignations. Any director may resign at any time by
giving written notice of resignation to the Board of Directors,
to the Chief Executive Officer or to the Secretary of the corpo
ration. Any such resignation shall take effect at the time
specified therein, or if the time be not specified therein, then
upon receipt thereof. The acceptance of such resignation shall
not be necessary to make it effective.
3. Vacancies. Except as otherwise specifically provided
by law, the Certificate of Incorporation or these By-Laws, all
vacancies in the Board of Directors, whether caused by resigna
tion, death, increase in the number of authorized directors or
otherwise, may be filled by a majority of the Board of Directors
then in office, even though less than a quorum, or by the stock
holders at a special meeting. A director thus elected to fill
any vacancy shall hold office until the next annual meeting of
stockholders and until a successor is elected and qualified.
4. Annual Meeting. The annual meeting of the Board of
Directors, for the election of officers and the transaction of
other business, shall be held on the same day and at the same
place as, and as soon as practicable following, the annual
meeting of stockholders, or at such other date, time or place as
the directors may by resolution designate.
5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times, and at such place within
or outside the State of Delaware, as the Board of Directors may
from time to time by resolution designate.
6. Special Meetings. Special meetings of the directors
may be called at any time by the Chairman of the Board of Direc
tors, a Vice Chairman of the Board of Directors, the President or
an Executive Vice President, or by the Secretary upon written
request of one-third of the directors, such request stating the
purpose for which the meeting is to be called. Special meetings
shall be held at the principal office of the corporation or at
such office within or outside the State of Delaware as the
directors may from time to time designate.
7. Notice of Meetings. Except as otherwise required by
law, notice of special meetings of the Board of Directors or of
any committee of the Board of Directors shall be given to each
director or to each committee member, as the case may be, by mail
at least two days before the day on which the meeting is to be
held or by personal delivery, word-of-mouth, telephone, tele
graph, radio, cable or other comparable means at least six hours
before the time at which the meeting is to be held. Such notice
shall state the time and place of such meeting, but need not
state the purposes thereof unless otherwise required by law. No
notice need be given of the annual meeting of directors or of
regular meetings of directors or of committees of the Board of
Directors, provided that, whenever the time or place of such
meetings shall be fixed or changed, notice of such action shall
be given promptly to each director or to each committee member,
as the case may be, who shall not have been present at the
meeting at which such action was taken.
8. Quorum; Adjourned Meetings; Required Vote. A majority
of the Board of Directors as constituted from time to time shall
be necessary and sufficient at all meetings to constitute a
quorum for the transaction of business. In the absence of a
quorum, a majority of those present may adjourn the meeting from
time to time and the meeting may be held as adjourned without
further notice provided a quorum be present at such adjourned
meeting. Unless otherwise specifically provided by the Certifi
cate of Incorporation or statute, the act of a majority of the
directors present at any properly convened meeting at which there
is a quorum, but in no case less than one-third of all of the
directors then in office, shall be the act of the Board of
Directors.
9. Committees. Standing or Temporary Committees may be
appointed from their own number by the Board of Directors from
time to time, and the directors may from time to time vest such
committees with such powers as the directors may see fit, subject
to such conditions as the directors may prescribe or as may be
prescribed by law. All committees shall consist of two or more
directors. The term of office of the members of each committee
shall be as fixed from time to time by the Board of Directors;
provided, however, that any committee member who ceases to be a
director shall ipso facto cease to be a committee member. Any
member of any committee may be removed at any time with or
without cause by the Board of Directors, and any vacancy in any
committee may be filled by the Board of Directors. All commit
tees shall keep regular minutes of their transactions and shall
cause them to be recorded in books kept for that purpose in the
office of the corporation, and shall report the same to the Board
of Directors at their regular meetings. Subject to this Section
9 and except as otherwise determined by the Board of Directors,
each committee may make rules for the conduct of its business.
10. Compensation. Directors, as such, may receive, pursu
ant to resolution of the Board of Directors, fixed fees, other
compensation and expenses for their services as directors,
including, without limitation, services as chairmen or as members
of committees of the directors; provided, however, that nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.
11. Consents in Writing. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members
of the Board of Directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or
committee.
12. Participation by Conference Telephone. Members of the
Board of Directors or of any committee may participate in a
meeting of such Board of Directors or committee, as the case may
be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by
such means shall constitute presence in person at the meeting.
ARTICLE IV -
Officers
1. Officers. The corporation may have a Chairman of the
Board of Directors, one or more Vice Chairmen of the Board of
Directors, a President, one or more Vice Presidents, which may
include Executive and Senior Vice Presidents, a General Counsel,
a Secretary, a Treasurer, a Controller and such other officers
and assistant officers as the Board of Directors shall deem
appropriate; provided, that the corporation shall have such
officers as are required by applicable law. Officers shall be
elected annually by the Board of Directors. One person may hold
more than one office.
The Board of Directors shall designate a Chief Execu
tive Officer, and may designate a Chief Operating Officer and a
Chief Financial Officer from among the officers of the corpora
tion.
The Chief Executive Officer shall have general supervi
sion and management of the business and affairs of the corpora
tion, subject to the control of the Board of Directors, and may
prescribe the duties to be performed by the officers of the
corporation in addition to the duties prescribed by these By-Laws
or by the Board of Directors. In the absence or disability of
the Chairman of the Board of Directors, the Chief Executive
Officer shall preside at all meetings of stockholders and direc
tors. In the absence or disability of the Chief Executive
Officer, such officer of the corporation as the Chief Executive
Officer shall have designated in writing to the Board of Direc-
tors or to the Secretary of the corporation shall, subject to
further action by the Board of Directors, have the powers and
perform the duties of the Chief Executive Officer.
2. Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of stockholders and
directors.
3. Vice Chairmen of the Board. A Vice Chairman shall
perform such duties as are properly required by the Board of
Directors or the Chief Executive Officer.
4. President. The President shall perform such duties as
are properly required by the Board of Directors or the Chief
Executive Officer.
5. Vice Presidents. Each of the Executive Vice presi
dents, Senior Vice Presidents and other Vice Presidents shall
perform such duties as are properly required by the Board of
Directors or the Chief Executive Officer.
6. General Counsel. The General Counsel shall advise the
corporation on legal matters affecting the corporation and its
activities, shall supervise and direct the handling of all such
legal matters and shall perform all such other duties as are
incident to the office of General Counsel.
7. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders and of the Board of Directors, and,
when required, the minutes of the meetings of the committees, and
shall be responsible for the custody of all such minutes. The
Secretary shall be responsible for the custody of the stock
ledger and documents of the corporation. The Secretary shall
have custody of the corporate seal and may affix and attest such
seal to any instrument whose execution shall have been duly
authorized and shall perform all other duties incident to the
office of Secretary.
8. Treasurer. The Treasurer shall have the custody of all
moneys and securities of the corporation and shall keep or cause
to be kept accurate accounts of all money received or payments
made in books kept for that purpose. The Treasurer shall deposit
or cause to be deposited funds of the corporation in accordance
with Article V, Section 2 of these By-Laws and shall disburse the
funds of the corporation by checks or vouchers as authorized by
the Board of Directors. The Treasurer shall also perform all
other duties incident to the office of Treasurer.
9. Controller. The Controller shall be the chief account
ing officer of the corporation. The Controller shall keep or
cause to be kept all books of accounts and accounting records of
the corporation and shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties
and business transactions of the corporation. The Controller
shall prepare or cause to be prepared appropriate financial
statements for the corporation and shall perform such other
duties as may be incident to the office of Controller.
10. Other Officers and Assistant Officers. All other
officers and assistant officers shall exercise such powers and
perform such duties as shall be determined from time to time by
the Board of Directors or the Chief Executive Officer.
11. Term of Office; Vacancies. Each officer shall hold
office until the annual meeting of the Board of Directors follow
ing the end of the term of the Board by which such officer is
elected, except in the case of earlier death, resignation or
removal. Vacancies in any office arising from any cause may be
filled by the directors at any regular or special meeting.
12. Removal. Any officer elected or appointed by the Board
of Directors may be removed at any time, with or without cause,
by the Board of Directors.
ARTICLE V - Dividends and Finance
1. Dividends. Dividends may be declared to the full
extent permitted by law at such times as the Board of Directors
shall direct.
2. Deposits; Withdrawals; Notes and Other Instruments.
The moneys of the corporation shall be deposited in the name of
the corporation in such banks or trust companies as shall be
designated by the Board of Directors, and shall be drawn out only
by persons designated from time to time by the Board of Directors
or by an officer of this corporation to whom the Board of
Directors has delegated such authority. All notes and other
instruments for the payment of money shall be signed or endorsed
by officers or other persons authorized from time to time by the
Board of Directors or by an officer of this corporation to whom
the Board of Directors has delegated such authority.
3. Fiscal Year. The fiscal year of the corporation shall
date from the first day of January in each year.
ARTICLE VI - Books and Records; Record Date
1. Books and Records. The books, accounts and records of
the corporation, except as may be otherwise required by the laws
of the State of Delaware, may be kept within or outside of the
said State at such places as the Board of Directors may from time
to time appoint.
2. Record Date.
(a) The Board of Directors is authorized to fix in advance
a date, not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any
dividend, or other distribution or allotment of any rights, or
the date when any change, conversion or exchange of capital stock
shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or other distribution or allotment
of rights, or to exercise any rights in respect of any such
change, conversion or exchange of capital stock. Such stockhold
ers and only such stockholders as shall be stockholders of record
on the record date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend or other distribution or allot
ment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid. Any
such record date fixed in connection with a meeting of stockhold
ers shall not be less than ten (10) days before the date of such
meeting.
(b) In order that the corporation may determine the stock
holders entitled to consent to corporate action in writing
without a meeting, the Board of Directors is authorized to fix in
advance a record date, which record date shall not be more than
ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. Any stockhold
er of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to
the Secretary, request the Board of Directors to fix a record
date. If no record date has been fixed by the Board of Directors
within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is required by applica
ble law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or the
Secretary. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior
action. Such stockholders and only such stockholders as shall be
stockholders of record on the record date so fixed shall be
entitled to give such consent, notwithstanding any transfer of
any stock on the books of the corporation after any such record
date fixed as aforesaid.
ARTICLE VII - Notices
1. Notices. Whenever any provision of law or these By-
Laws requires notice to be given to any director, officer or
stockholder, such notice may be given in writing by mailing the
same to such director, officer or stockholder at his or her
address as the same appears in the books of the corporation,
unless such stockholder shall have filed with the Secretary a
written request that notices intended for him or her be mailed to
some other address, in which case it shall be mailed to the
address designated in such request. The time when the same shall
be mailed shall be deemed to be the time of the giving of such
notice. This section shall not be deemed to preclude the giving
of notice by other means if permitted by the applicable provision
of law or these By-Laws.
2. Waivers of Notice. A waiver of any notice in writing,
signed by a stockholder, director or officer, whether before or
after the time stated in said waiver for holding a meeting, shall
be deemed equivalent to a notice required to be given to any
stockholder, director or officer.
ARTICLE VIII - Contracts
1. Interested Directors or Officers. No contract or
transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other
corporation, partnership, association or other organization in
which one or more of the directors or officers of the corporation
are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the
director or officer of the corporation is present at or partici
pates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely
because his, her or their votes are counted for such purpose, if:
(i) The material facts as to the relationship or
interest of such person and as to the contract or transac
tion are disclosed or are known to the Board of Directors or
the committee thereof, and the Board of Directors or commit
tee in good faith authorizes the contract or transaction by
a vote sufficient for such purpose without counting the vote
of the interested director or directors of the corporation;
provided, however, that common or interested directors may
be counted in determining the presence of a quorum at a
meeting of the Board of Directors or committee; or
(ii) The material facts as to the relationship or
interest of such person and as to the contract or transac
tion are disclosed or are known to the stockholders of the
corporation entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote
of the stockholders of the corporation; or
(iii) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof or
the stockholders of the corporation.
ARTICLE IX - Seal
1. Seal. The corporate seal of the corporation shall
consist of two concentric circles, between which is the name of
the corporation, and in the center shall be inscribed the year of
its incorporation and the words, "Corporate Seal, Delaware."
ARTICLE X - Indemnification
1. Indemnification in Third Party Actions. The corpora
tion shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corpora
tion as a director, officer, employee or agent of another corpo
ration, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
all expense, liability and loss (including attorneys fees,
judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) actually and reasonably in
curred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful, except that no indemnification shall be
made in respect of any proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was autho
rized by the Board of Directors of the corporation. The termina
tion of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
2. Indemnification in an Action by or in the Right of the
Corporation. The corporation shall indemnify each person who was
or is a party or is threatened to be made a party to any threat
ened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of (a) any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which such Court of Chancery or such other court shall deem
proper, or (b) any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.
3. Indemnification as of Right. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections l and 2 of this
Article X, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by such person
in connection therewith.
4. Determination of Indemnification. Any indemnification
under Sections 1 and 2 of this Article X (unless ordered by a
court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circum
stances because the person has met the applicable standard of
conduct set forth in such Sections l and 2. Such determination
shall be made (a) by the Board of Directors (the Board) by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion or (c) by the stockholders.
5. Advance for Expenses. Expenses (including attorneys'
fees) incurred in defending any civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as authorized in
this Article X.
6. General Provisions.
(a) All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the corporation
under Section 5 of this Article X shall be repaid (i) in case the
person receiving such advance is ultimately found, under the
procedure set forth in this Article X, not to be entitled to
indemnification, or (ii) where indemnification is granted, to the
extent that the expenses so advanced by the corporation exceed
the indemnification to which such person is entitled.
(b) The corporation may indemnify each person, though he or
she is not or was not a director, officer, employee or agent of
the corporation, who served at the request of the corporation on
a committee created by the Board to consider and report to it in
respect of any matter. Any such indemnification may be made
under the preceding provisions of this Article X and shall be
subject to the limitations thereof except that (as indicated) any
such committee member need not be nor have been a director,
officer, employee or agent of the corporation.
(c) The provisions of this Article X shall be applicable to
appeals. References to "serving at the request of the corpora
tion" shall include without limitation any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries. A person who acted in good faith
and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation."
(d) If any section, subsection, paragraph, sentence,
clause, phrase or word in this Article X shall be adjudicated
invalid or unenforceable, such adjudication shall not be deemed
to invalidate or otherwise affect any other section, subsection,
paragraph, sentence, clause, phrase or word of this Article.
(e) The indemnification and advancement of expenses provid
ed by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnifica
tion or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
ARTICLE XI - Amendments
1. Amendments. Alterations or amendments of these By-Laws
may be made by the stockholders at any annual or special meeting
if the notice of such meeting contains a statement of the pro
posed alteration or amendment, or by the Board of Directors at
any annual, regular or special meeting, provided notice of such
alteration or amendment has been given to each director in
writing at least five (5) days prior to said meeting or has been
waived by all the directors.
041697
bylaws\rmet
EXHIBIT 4.14
SOCIETE D'ALUMINIUM REYNOLDS DU CANADA, LTEE
REYNOLDS ALUMINUM COMPANY OF CANADA, LTD.
GENERAL BY-LAW NO. ONE
being the general by-laws of the Company.
ARTICLE ONE
DEFINITIONS
SECTION 1.01 In this by-law and all other by-laws of the
Company, unless the context otherwise requires:
(a) "Act" means the Companies Act (Quebec) (R.S.Q.
1977, c. C-38), as amended by the Act modifying the
Companies Act and other statutory dispositions, S.Q.
1979, c. 31, as from time to time further 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 Company to any
provision of the Act shall be read as referring to the
amended or substituted provisions therefor;
(b) "articles" means the articles of continuance of
the Company dated October 1, 1982, as from time to time
amended;
(c) "by-law" means this by-law and any other by-law of
the Company from time to time in force and effect;
(d) words importing the singular number 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;
(e) 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
of provisions; and
(f) 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. In the case of any conflict
between the Act, the unanimous shareholder agreement
(if any), the articles and the by-laws of the Company,
the Act shall prevail over the unanimous shareholder
agreement, the articles and the by-laws, the unanimous
shareholder agreement shall prevail over the articles
and the by-laws and the articles shall prevail over the
by-laws.
ARTICLE TWO
HEAD OFFICE
SECTION 2.01 The Company shall maintain a head office in Quebec
in the judicial district indicated in its articles. The Company
may change the address of its head office within the limits of
the judicial district indicated in its articles by a resolution
of its board of directors. It may also transfer its head office
to another judicial district by amending its articles and such
transfer shall have effect as of the date of the amendment to the
articles.
ARTICLE THREE
FINANCIAL YEAR
SECTION 3.01 The fiscal year of the Company shall end on the
31st day of December in each year, or on such other date as the
board of directors may from time to time by resolution determine.
ARTICLE FOUR
CORPORATE SEAL
SECTION 4.01 The corporate seal of the Company shall be in
circular form and bear the name of the company in English and
French and the year of incorporation.
ARTICLE FIVE
DIRECTORS
SECTION 5.01 NUMBER AND POWERS. The Company shall be managed
by a board of directors consisting of such fixed number, or
minimum and maximum number, of directors as may be set out in the
articles.
SECTION 5.02 QUALIFICATIONS. Subject to any provision to the
contrary in the articles, a director of the Company need not be a
shareholder of the Company or a resident of Canada or of Quebec.
Moreover, any natural person may be a director of the Company,
with the exception of a person under the age of eighteen (18)
years, an interdicted person, a person of unsound mind who has
been declared incapable by a court of another province or another
country, and an undischarged bankrupt.
SECTION 5.03 FILLING OF VACANCIES. Subject to the Act, if a
vacancy occurs in the board of directors, a quorum of the board
of directors may appoint a qualified person to fill the vacancy
for the remainder of the term of the director giving rise to the
vacancy.
SECTION 5.04 TERM OF OFFICE. A director's term of office shall
commence on the date of the meeting at which he is elected or
appointed and shall terminate at the annual meeting next
following his election or appointment (unless re-elected) or, if
an election of the board of directors is not held at such meeting
or if such meeting does not occur, on the date on which his
successor is elected or appointed. A director's term of office
shall also terminate if he dies or resigns, or is removed or
ceases to be qualified to act as a director.
SECTION 5.05 VACATION OF OFFICE. The office of a director
shall ipso facto be vacated if:
(a) he dies;
(b) he resigns his office, by notice in writing to the
Company, such resignation to be effective immediately
upon receipt thereof by the Company unless by its terms
it is made effective at a later date;
(c) subject to the provisions of the articles, he is
removed from office in accordance with the provisions
of the Act by a resolution of the shareholders who are
entitled to elect directors; or
(d) he ceases to be qualified to be a director.
SECTION 5.06 ELECTION. Directors shall be elected by the
shareholders by ordinary resolution passed on a ballot at a
meeting of shareholders entitled to elect directors.
A retiring director shall remain in office until the
adjournment or termination of the meeting at which his successor
has been 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.
SECTION 5.07 VALIDATION. All acts done at any meeting of the
directors by any person or persons acting as a director or
directors shall, notwithstanding that it be afterwards discovered
that there was a defect in the appointment of any such director
or directors or person or persons acting as aforesaid, or that
they or any of them were disqualified as directors, be as valid
as if every such person or persons had been duly appointed and
qualified as directors.
SECTION 5.08 PLACE OF MEETING. Meetings of the board of
directors shall be held at the head office of the Company or at
any other place as the officers or directors convening the
meeting may from time to time determine. A meeting of the board
of directors may be convened at any time by the chairman of the
board of directors, the president, any vice-president, the
secretary, any assistant-secretary or by two or more directors
(other than any of the foregoing officers).
SECTION 5.09 NOTICE. Notice of the time and place for the
holding of any such meeting shall be given verbally or delivered
or mailed or telegraphed or sent by any other form of transmitted
or recorded message to each director at his latest address as
shown on the books of the Company not less than two (2) days
before the date of the meeting.
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 directors in order for the meeting to be
duly constituted, provided a quorum of the directors is present.
SECTION 5.10 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 (which
shall include waiver by telegram, cable or telex) addressed to
the Company at its head office; 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
constitutes a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting
to the holding of the meeting on the grounds that the manner of
calling the meeting was irregular.
SECTION 5.11 PARTICIPATION BY TELEPHONE. A director may, if
all the directors of the Company consent, participate in a
meeting of the board of directors by such means, particularly by
telephone as permits all persons participating in the meeting to
hear each other. A director participating in such a meeting by
such means shall be deemed to be present at that meeting.
SECTION 5.12 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 such time and
place as he may fix. No notice of an 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 is 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.
SECTION 5.13 QUORUM. The directors may, from time to time, fix
by resolution the quorum for meetings of directors, but until
otherwise fixed, a majority of the directors in office from time
to time shall constitute a quorum. Any meeting of directors at
which a quorum is present shall be competent to exercise all or
any of the authorities, powers and discretions by or under the by-
laws of the Company for the time being vested in or exercisable
by the directors generally. Where the Company has only one
director, that director shall constitute the meeting.
SECTION 5.14 VOTING. Questions arising at any meeting of the
board of directors at which a quorum is present shall be decided
by a majority of votes cast. In case of an equality of votes,
the chairman of the meeting shall not be entitled to a second or
casting vote.
SECTION 5.15 RESOLUTION IN WRITING IN LIEU OF MEETING. A
resolution in writing, signed by all the directors entitled to
vote on that resolution at a meeting of directors or of the
executive committee of directors, as the case may be, is as valid
as if it had been passed at a meeting of directors or of the
executive committee of directors, respectively.
A copy of every such resolution shall be kept with the
minutes of the proceedings of the board of directors or executive
committee of directors.
SECTION 5.16 REMUNERATION OF DIRECTORS. Subject to the
articles or 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 by resolution
determine and such remuneration shall be in addition to the
salary paid to any officer of the Company 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 Company's behalf other than the routine
work ordinarily required of a director by the Company. The
confirmation of any such resolution or resolutions by the
shareholders shall not be required.
ARTICLE SIX
SUBMISSION OF CONTRACTS OR
TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL
SECTION 6.01 The board of directors in its 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. 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 Company's articles or any other by-
law) shall be as valid and as binding upon the Company and upon
all the shareholders as though it had been approved, ratified
and/or confirmed by every shareholder of the Company.
ARTICLE SEVEN
OFFICERS
SECTION 7.01 APPOINTMENT OF OFFICERS. Subject to any unanimous
shareholder agreement, the board of directors, annually or as
often as may be required, shall appoint a president, and if they
see fit, a chairman of the board and one or more vice-presidents
of the Company and may also appoint a secretary, a treasurer and
one or more assistant-secretaries and/or one or more assistant-
treasurers. Any two or more of such offices may be held by the
same person. If the same person holds the offices of secretary
and treasurer, he may, but need not, be known as a secretary-
treasurer. The board of directors may from time to time
designate such other officers and appoint or authorize any one or
more of the foregoing officers to 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 or by the officer or officers appointing such other
officers, employees or agents.
SECTION 7.02 QUALIFICATIONS. Subject to any contrary
provisions herein, none of the officers need be a director or a
shareholder of the Company.
SECTION 7.03 REMUNERATION AND REMOVAL OF OFFICERS. Subject to
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 Company 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,
subject to his rights under any employment contract in force
between the Company and himself.
SECTION 7.04 DUTIES OF OFFICERS MAY BE DELEGATED. In case of
the absence or inability or refusal to act of any officer of the
Company 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.
SECTION 7.05 CHAIRMAN OF THE BOARD. The board of directors may
from time to time appoint a chairman of the board who shall be a
director. The chairman shall be the chief executive officer of
the Company. The chairman presides, if present, at all meetings
of the board of directors and shareholders and shall have such
other powers and duties as may from time to time be assigned to
him by the board of directors.
SECTION 7.06 PRESIDENT. If no chairman has been appointed, the
president shall be the chief executive officer of the Company.
If a chairman has been appointed, the president shall be the
chief operating officer of the Company. He shall exercise
general supervision over the business and affairs of the Company.
In the absence of the chairman of the board (if any), the
president shall, if 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. The
president shall be a director.
SECTION 7.07 VICE-PRESIDENT. The vice-president or, if more
than one, the vice-presidents 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
directors or shareholders. The vice-president or, if more than
one, the vice-presidents, shall sign such contracts, 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.
SECTION 7.08 SECRETARY. The secretary (if any), shall give or
cause to be given notices for all meetings of the board of
directors and shareholders when directed to do so. He shall have
charge of the records and of the corporate seal(s), (if any) and
may affix and attest such seal to any instrument whose execution
under seal shall have been duly authorized. 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.
SECTION 7.09 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 Company and shall deposit the same in the name of the
Company in such bank or banks or with such other depositary or
depositaries as the board of directors may by resolution direct.
He shall prepare, maintain and keep or cause to be kept adequate
books of 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 bonds for the faithful performance of his duties as
the board of directors in their uncontrolled discretion may
require 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 Company to receive any
indemnity thereby provided.
SECTION 7.10 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.
ARTICLE EIGHT
INDEMNIFICATION
SECTION 8.01 STATUTORY INDEMNIFICATION. The Company shall
indemnify each person who is entitled to indemnification under
Sections 2150, 2151 and 2154 of the Civil Code of Quebec (Q.S.
1991, c.64) and/or Sections 123.87 to 123.89 of the Act, as the
same may be amended or re-enacted from time to time, to the
fullest extent possible thereunder. In addition to the foregoing
and to the extent permitted by law, the Company shall also
indemnify each person who is entitled to indemnification in
accordance with Sections 8.02 to 8.07 of this Article
SECTION 8.02 INDEMNIFICATION IN THIRD PARTY ACTIONS. The
Company shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that such person
is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise
taxes or penalties, and amounts paid or to be paid in settlement)
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, if he or she had
reasonable cause to believe his or her conduct was in conforminty
with the law, except that no indemnification shall be made in
respect of any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the board of directors of the Company. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding,
did not have reasonable cause to believe that his or her conduct
was in conformity with the law.
SECTION 8.03 INDEMNIFICATION IN AN ACTION BY OR IN THE RIGHT OF
THE COMPANY. The Company shall indemnify each person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another co
rporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
expenses (including attorneys' fees) actually and reasonably i
ncurred by such person in connection with the defense or se
ttlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Company and except that no
indemnification shall be made in respect of (a) any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which or such court shall deem proper, or (b) any proceeding (or
part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the board of directors of the
Company.
SECTION 8.04 INDEMNIFICATION AS OF RIGHT. To the extent that a
director, officer, employee or agent of the Company has been su
ccessful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 8.02 and 8.03 of this
Article, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
SECTION 8.05 DETERMINATION OF INDEMNIFICATION. Any
indemnification under Sections 8.02 and 8.03 of this Article
(unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because the person has met the
applicable standard of conduct set forth in such Sections 8.02
and 8.03. Such determination shall be made (a) by the board of
directors (the board) by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (c) by the
stockholders.
SECTION 8.06 ADVANCE FOR EXPENSES. Expenses (including
attorneys' fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall
be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Company as authorized in
this Article.
SECTION 8.07 GENERAL PROVISIONS.
(a) All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the Company
under Section 8.05 of this Article shall be repaid (i) in case
the person receiving such advance is ultimately found, under
the procedure set forth in this Article, not to be entitled to
indemnification, or (ii) where indemnification is granted, to
the extent that the expenses so advanced by the Company exceed
the indemnification to which such person is entitled.
(b) The Company may indemnify each person, though he or she is
not or was not a director, officer, employee or agent of the
Company, who served at the request of the Company on a co
mmittee created by the board to consider and report to it in
respect of any matter. Any such indemnification may be made
under the preceding provisions of this Article and shall be
subject to the limitations thereof except that (as indicated)
any such committee member need not be nor have been a director,
officer, employee or agent of the Company.
(c) The provisions of this Article shall be applicable to
appeals. References to "serving at the request of the Company"
shall include without limitation any service as a director,
officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its partic
ipants or beneficiaries. A person who acted in good faith and
in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Company."
(d) If any section, subsection, paragraph, sentence, clause,
phrase or word in this Article shall be adjudicated invalid or
unenforceable, such adjudication shall not be deemed to
invalidate or otherwise affect any other section, subsection,
paragraph, sentence, clause, phrase or word of this Article.
(e) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE NINE
MEETING OF SHAREHOLDERS
SECTION 9.01 ANNUAL MEETING. Subject to the Act, the annual
meeting of the shareholders of the Company shall be held on the
first Friday after April 15 in each year, or on such date in each
year as the board of directors may from time to time by
resolution determine, at the head office of the Company or,
subject to the provisions of the Act, at any other place as may
be specified in the notice convening such meeting, as the
directors may by resolution determine.
SECTION 9.02 SPECIAL MEETINGS. Other meetings of the
shareholders may be convened by order of the chairman of the
board, president or a vice-president or by the board of
directors, to be held at such time and place as may be specified
in a resolution of the board of directors.
Special meetings of shareholders shall also be convened
by the board of directors or, if there is not a quorum in office,
the director or directors which remain, upon receipt by the
secretary of the Company of a written requisition, signed by
shareholders holding in the aggregate not less than one-tenth
(1/10) of the subscribed shares of the capital of the Company,
stating the business to be transacted at the proposed meeting.
If such meeting is not called and held within twenty-one
(21) days of the date on which the requisition is delivered to
the head office of the Company, any shareholders, whether
signatories to the requisition or not, who hold not less than one-
tenth (1/10) in the value of the subscribed shares of the capital
of the Company, may themselves call the meeting. Notice of any
special meeting shall state the business which is to be
transacted thereat.
SECTION 9.03 PLACE OF MEETINGS. Meetings of shareholders of
the Company shall be held at the head office of the Company or at
such other place as may be specified in the notice convening such
meeting, which place must be located in the province of Quebec in
the case of annual meetings of shareholders and meetings of
shareholders at which any directors are elected. Notwithstanding
the foregoing, the annual shareholders' meeting and any meeting
of shareholders at which directors are elected may be held
outside the Province of Quebec if the Company has not made
distribution to the public of its securities and if its articles
so provide for it, or failing a provision in the articles to that
effect, if all the shareholders entitled to attend the meeting
consent. A shareholder who attends meetings held outside Quebec
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.
SECTION 9.04 NOTICE. A printed, written or typewritten notice
stating the day, hour and place of meeting and the general nature
of the business to be transacted shall be sent not less than ten
(10) days before the meeting by messenger or by prepaid
registered or certified mail to the shareholders entitled to vote
at such meeting at their respective addresses, as shown in the
books of the Company. If the address of a shareholder is not
shown in the books of the Company, the notice may be delivered by
messenger or by prepaid registered or certified mail to the
address where, in the discretion of the sender, it is most likely
to be received by such shareholder. Notice of any meeting of
shareholders or any irregularity in any such meeting or in the
notice thereof may be waived by any shareholder or by the duly
appointed proxy of any shareholder by telegram, cable or telex or
any other writing addressed to the Company and any such waiver
may be validly given either before or after the meeting to which
such waiver relates.
The attendance of a shareholder at a meeting constitutes
waiver of notice thereof or of any irregularity in the notice
except where he attends for the express purpose of objecting to
the holding of the meeting on the grounds that the manner of
calling it was irregular.
SECTION 9.05 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.
Unless otherwise required by the Act, the articles of the Company
or these by-laws, questions arising at any meeting of
shareholders at which a quorum is present for the purposes of the
matter being considered shall be decided by a majority of votes
cast.
SECTION 9.06 IRREGULARITIES AND OMISSIONS. Any irregularities
affecting the notice of meeting or its expedition, the
involuntary omission to give any such notice or the fact that
such a notice has not been received by a shareholder, shall not
affect in any manner the validity of the meeting of shareholders.
Furthermore, the involuntary omission of the general nature of an
item of business which should have been mentioned in the notice
of the meeting as being on the agenda of the meeting does not
prevent such item of business from being considered and voted
upon at the meeting, unless a shareholder suffers prejudice or
his interests are injured as a result. A certificate signed by
the secretary or any other duly authorized officer of the Company
or any registrar or transfer agent for shares of the Company,
shall constitute conclusive evidence of the expedition of a
notice of meeting to the shareholders and the shareholders shall
be bound by such certificate.
SECTION 9.07 RIGHT TO VOTE. Subject to the articles of the
Company, at all shareholders' meetings, each shareholder entitled
to vote has as many votes as he holds shares in the Company, and
he may, subject to section 9.09 hereof, vote by proxy. However,
no shareholder in arrears in respect of any call may vote at a
shareholders' meeting.
SECTION 9.08 VOTES. Every question submitted to any meeting of
shareholders shall be decided in the first instance on a show of
hands, unless a poll is demanded. In case of an equality of
votes, the chairman of the meeting, both on a show of hands and
on a poll, shall not have a second or casting vote in addition to
the vote or votes to which he may be entitled as a shareholder.
At any meeting, unless a poll is demanded, a declaration by the
chairman of the meeting that a resolution has been carried
unanimously or by a particular majority or lost or not carried
unanimously or by a particular majority, along with an entry to
that effect in the minute books of the Company, will constitute
prima facia evidence of that fact without proof of the number or
proportion of votes recorded in favour of or against such
resolution.
The chairman of the board, if any, shall preside at every
meeting of shareholders of the Company. If there is no chairman
of the board or if he is absent, the president of the Company
shall preside as chairman and in his absence this right devolves
to the vice-president(s) designated for the purpose of the board
of directors. If at any meeting, none of the officers mentioned
above is present within the first fifteen (15) minutes following
the time fixed for the holding of the meeting, the shareholders
present shall select from their number a chairman of such
meeting.
If at any meeting a poll 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 poll 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 an adjournment as the chairman of
the meeting directs. The result of a poll shall be deemed to be
the resolution of the meeting at which the poll was demanded. A
demand for a poll 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 two (2) 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.
SECTION 9.09 PROXIES. A shareholder, including a shareholder
that is a body corporate, who is 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. A proxyholder holding the right to vote
on behalf of an absent shareholder, shall not have the right to
vote on show of hands.
An instrument appointing a proxyholder 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 expires at the end of one year from the date
on which it is issued unless it expressly specifies some other
period.
Unless a relevant statute requires another form, an
instrument appointing a proxyholder may be in the following form
or any similar form:
"The undersigned shareholder of ..... hereby
appoints ..... of .... or failing him, of ..... as the
proxy of the undersigned to attend and act for and on
behalf of the undersigned at the meeting of the
shareholders of the said Company 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."
An instrument appointing a proxy carries with it the
revocation of any previous instrument appointing another proxy in
respect of such meeting. The instrument appointing a proxy may
be revoked at any time.
The directors may from time to time pass regulations
regarding the deposit of instruments appointing a proxy at some
place or places other than the place at which a meeting or
adjourned meeting of shareholders is to be held. They may as
well from time to time pass regulations regarding particulars of
such instruments to be telegraphed, cabled, telexed or sent in
writing to the Company or any agent of the Company for the
purpose of receiving such particulars. These regulations may
provide that any instrument appointing a proxyholder so lodged
may be voted upon as though the instruments themselves were
produced at the meeting or adjourned meeting in case of
adjournment, 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 regulations, if any, 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 Company. Any votes given in accordance with such
communications accepted by a chairman of the meeting shall be
counted.
SECTION 9.10 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 by one or more adjournments for less
than thirty (30) days, it is not necessary to give notice of the
adjourned meeting other than by announcement at the earlier
meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of thirty
(30) days or more or, if after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as for an original meeting.
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.
SECTION 9.11 QUORUM. Unless otherwise required by the Act, the
articles or any other by-law, one or more persons present and
holding or representing by proxy at least one (1) issued share of
the Company entitled to vote at the meeting shall constitute a
quorum of any meeting of shareholders for the choice of a
chairman of the meeting and for the adjournment of the meeting.
For all other purposes, one or more persons present and holding
or representing by proxy not less than fifty-one percent (51%) of
the shares entitled to vote at the meeting shall constitute a
quorum for such a meeting.
SECTION 9.12 RESOLUTION IN WRITING IN LIEU OF MEETING. 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.
SECTION 9.13 PARTICIPATION BY TELEPHONE. So long as the
Company has not made a distribution of its securities to the
public, the shareholders of the Company may participate and vote
at a shareholders' meeting by any means allowing all the
participants to communicate with each other.
ARTICLE TEN
SHARES
SECTION 10.01 ALLOTMENT. The board of directors may from time
to time allot or grant options to purchase the whole or any part
of the authorized and unissued shares of the capital of the
Company, including any shares created by an amendment to the
articles increasing or otherwise varying the capital of the
Company, to such person or persons or class of persons as the
board of directors shall, by resolution, determine.
SECTION 10.02 CALLS. The board of directors may, by resolution,
make calls upon the shareholders in respect of any moneys unpaid
on the whole or any part of shares held or subscribed by them, at
the times and in the manner required or permitted by the Act, the
articles or the by-laws.
A call shall be deemed to have been made at the time when
the resolution of the board of directors authorizing such call
was passed. If a shareholder fails to pay any call due by him,
on or before the day appointed for the payment thereof, he shall
be liable to pay interest thereon at the rate of six percent (6%)
per annum on the sum due from the date appointed for the payment
of such call to the time of actual payment.
The directors may, if they think fit, receive from any
shareholder willing to advance the same, all or any part of the
amounts due on shares held by such shareholder, in addition to
amounts then actually owing by virtue of a call or calls on
shares held by him. The Company may pay interest at a rate not
exceeding eight percent (8%) per annum as may be agreed between
the directors and the shareholders who pay such sums in advance,
on the moneys so paid in advance, or so much thereof as, from
time to time exceeds the amount of the call then made upon the
shares in respect of which the advance payment was made.
However, if after a call is made and notice thereof is
given to the shareholder as prescribed by the resolution of the
directors authorizing such call, the call is not paid within such
time as the directors prescribe by the said resolution, the
directors may, in their discretion, by resolution to that effect
and duly recorded in the minutes, summarily declare forfeited
such share or shares for which the amount called has not been
paid and the same shall thereupon become the property of the
Company and may be disposed of as the directors may prescribe.
However, notwithstanding such forfeiture, the holder of such
shares at the time of the forfeiture shall continue to be liable
towards the then creditors of the Company, for the total amounts
unpaid on such shares at the time of the forfeiture, less the
amounts which are subsequently received by the Company in respect
thereof.
Instead of declaring any share or shares forfeited, the
directors may, if they see fit, enforce payment of all calls, and
interest thereon, by action in any court of competent
jurisdiction, the whole as prescribed by the Act.
SECTION 10.03 SHARE CERTIFICATES. Share certificates (and the
form of stock transfer power on the reverse side thereof) shall
be in such form and signed by such director(s) and/or officer(s)
as the board of directors may from time to time by resolution
determine.
SECTION 10.04 REGISTRAR AND TRANSFER AGENTS. The board of
directors may provide for the registration of securities issued
as well as the registration of transfers of securities of the
Company in one or several places. 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 securities and/or
holders. The board of directors may also appoint one or more
transfer agents and/or branch transfer agents (which may but need
not be the same person) to keep the registers of securities
and/or transfers. All certificates issued after any such
appointment representing securities issued by the Company and in
respect of the class for which such appointment has been made
shall be countersigned by or on behalf of the said registrar
transfer agent of such securities as the case may be.
SECTION 10.05 TRANSFERS. All transfers of shares of the capital
of the Company and all pertinent information relating thereto
shall be registered in the register of transfers. Registration
of a transfer of shares of the capital of the Company in the
register of transfers held at the head office of the Company or
elsewhere as provided for in the by-laws, shall constitute a
complete and valid transfer. Subject to any provision to the
contrary contained in the Act, no transfer of shares of the
capital of the Company shall be valid for any purpose until entry
thereof is duly made in the register of transfers or in a branch
register of transfers. The directors may refuse to register any
transfer of shares belonging to any shareholder who is indebted
to the Company. A share may not be transferred without the
consent of the directors if its price has not been fully paid.
No share shall be transferable until all calls payable thereon up
to the time of transfer have been fully paid.
SECTION 10.06 SURRENDER OF SHARE CERTIFICATES. No transfer of a
share issued by the Company shall be recorded or registered
unless and until the certificate representing the share to be
transferred has been surrendered and cancelled or, if no
certificate has been issued by the Company in respect of such
share, unless and until a duly executed share transfer power in
respect thereof has been presented for registration.
SECTION 10.07 REPLACEMENT OF CERTIFICATES. Where a shareholder
declares under oath to the Company or the registrar, a branch
registrar, transfer agent or a branch transfer agent of the
Company, that the share certificate which he held has been
destroyed, stolen or lost, and describes the circumstances under
which this occurred, and provides, if so required, a bond against
any loss for which the Company may be held responsible with
regard to the issue of a new certificate, the president, or vice-
president, the secretary or the treasurer, may issue a new
certificate in replacement of the one which has been destroyed,
stolen or lost.
ARTICLE ELEVEN
DIVIDENDS
SECTION 11.01 Subject to the provisions of the Act, the board of
directors may from time to time by resolution declare dividends
payable to the shareholders according to their respective rights
and interests in the Company. Dividends may be paid in money or
property or by issuing fully paid shares of the Company.
The directors may deduct from the dividends payable to a
shareholder any amounts owed by the shareholder to the Company by
virtue of a call or calls or for any other reason.
As long as the Company pays interest on any amounts
received in advance on shares in addition to amounts due by
virtue of a call or calls, such amounts shall not be deemed paid
on the said shares.
Before declaring a dividend or a distribution of profits
of the Company, the directors may transfer such sums as they may
in their discretion decide to one or several reserve funds which
may be used at the discretion of the directors for all purposes
for which the profits of the Company may be legally applied.
ARTICLE TWELVE
RECORD DATE
SECTION 12.01 The board of directors is authorized to fix in
advance a date, not exceeding sixty (60) days preceding the date
of any meeting of shareholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent.
In such case such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or to
receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any
such record date fixed as aforesaid. Any such record date fixed
in connection with a meeting of shareholders shall not be less
than ten (10) days before the date of such meeting.
ARTICLE THIRTEEN
NOTICES
SECTION 13.01 NOTICE TO JOINT SHAREHOLDERS. If two (2) or more
persons are registered as joint holders of any share, any notice
shall be addressed to all of such joint holders but notice to one
of such persons shall be sufficient notice to all of them.
SECTION 13.02 PERSONS BECOMING ENTITLED BY TRANSFER OR 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 Company 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 Company shall have
been duly given to the person or persons from whom he derives his
title to such shares.
SECTION 13.03 DECEASED SHAREHOLDERS. 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 Company
shall, notwithstanding that such shareholder be then deceased and
whether or not the Company 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 is entered in his stead in the records of the
Company as the holder or one of the holders thereof. 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.
SECTION 13.04 SIGNATURES TO NOTICES. The signature of any
director or officer of the Company to any notice may be written,
stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
SECTION 13.05 COMPUTATION OF TIME. Where a given number of
days, notice or notice extending over any period is required to
be given under any provisions of the articles or by-laws of the
Company, 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.
A notice or other document served by post by the Company
on a shareholder shall be held to be served at the time when the
registered or certified letter containing it would be delivered
in the ordinary course of post, and to prove the fact and time of
service it shall be sufficient to prove that such letter was
properly addressed and put into the post office at the time when
it was put in and the time required for its delivery in the
ordinary course of post.
ARTICLE FOURTEEN
AUDITOR
SECTION 14.01 Subject to sections 123.98 to 123.100 of the Act,
an auditor shall be appointed each year by the shareholders at
their first meeting and at every subsequent annual meeting. The
remuneration of the auditor shall be set by the shareholders or
by the directors when this power has been delegated to them by
the shareholders. No director or officer of the Company may be
appointed as auditor. If the auditor ceases to exercise his
functions for any reason before the end of his term, the
directors may fill the vacancy and appoint a replacement auditor
who shall act as auditor until the annual meeting of shareholders
next following his appointment.
ARTICLE FIFTEEN
CHEQUES, DRAFTS, NOTES
SECTION 15.01 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 Company, and in such manner as the
board of directors may from time to time determine by resolution.
ARTICLE SIXTEEN
CUSTODY OF SECURITIES
SECTION 16.01 All securities (including warrants) owned by the
Company shall be lodged (in the name of the Company) with a
chartered bank or a trust company or in a safety deposit box or
with such other financial institution or in such other manner as
may be determined from time to time by the proper officers of the
Company.
ARTICLE SEVENTEEN
EXECUTION OF CONTRACTS
SECTION 17.01 Interested Directors or Officers. No contract or
transaction between the Company and one or more of its directors
or officers, or between the Company and any other corporation,
partnership, association or other organization in which one or
more of the directors or officers of the Company are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
of the Company is present at or participates in the meeting of
the board of directors at which the contract or transaction is
authorized if:
(a) The material facts as to the relationship or interest of
such person and as to the contract or transaction are disclosed
or are known to the board of directors and the board of
directors in good faith authorizes the contract or transaction
by a vote sufficient for such purpose without counting the vote
of the interested director or directors of the Company;
provided, however, that common or interested directors may be
counted in determining the presence of a quorum at a meeting of
the board of directors; or
(b) The material facts as to the relationship or interest of
such person and as to the contract or transaction are disclosed
or are known to the shareholders of the Company entitled to
vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders of the
Company.
ARTICLE EIGHTEEN
DECLARATIONS
SECTION 18.01 The chairman of the board, if any, the president
of the Company, any vice-president, secretary and/or treasurer,
the assistant-secretaries and/or assistant-treasurers,
comptroller, accountant, chief clerk, or any other officer or
person authorized by an officer of the Company, is authorized and
empowered to appear and make answer for the Company to all writs,
orders and interrogatories upon articulated facts issued out of
any court, to declare for and on behalf of the Company any answer
to writs of attachment by way of garnishment in which the Company
is garnishee, to make all affidavits and sworn declarations in
connection therewith or in connection with any or all judicial
proceedings to which the Company is a party, to make demands of
abandonment or petitions for winding up or bankruptcy orders upon
any debtor of the Company, to attend and vote at all meetings of
creditors of any of the Company's debtors and grant proxies in
connection therewith, and to generally do all such things in
respect thereof as he deems to be in the best interests of the
Company.
ARTICLE NINETEEN
AMENDMENTS TO BY-LAWS
SECTION 19.01 The board of directors may from time to time
repeal, amend, or re-enact the by-laws of the Company, but every
such by-law, (except by-laws respecting agents, officers and
servants of the Company, and except such by-laws which require,
under the provisions of the Act, to be approved or sanctioned by
the shareholders before coming into effect) and every repeal,
amendment or re-enactment thereof unless in the meantime
confirmed at a meeting of the shareholders of the Company duly
called for that purpose, shall have force only until the next
annual meeting of shareholders of the Company, and in default of
confirmation thereat, shall, at and from that time only, cease to
be in force.
ARTICLE TWENTY
BORROWING OF MONEY BY THE COMPANY
SECTION 20.01 The directors of the Company may from time to
time:
(a) borrow money upon the credit of the Company;
(b) issue debentures or other securities of the Company,
and pledge or sell the same for such sums and at such
prices as may be deemed expedient;
(c) hypothecate the immovable and movable property or
otherwise affect the movable property of the Company.
The limitations and restrictions contained in this
section shall not apply to the borrowing of money by the Company
on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Company.
SECTION 20.02 DELEGATION. The board may from time to time
delegate to such one or more of the directors and officers of the
Company as may be designated by the board all or any of the
powers conferred on the board by section 20.01 or by the Act to
such extent and in such manner as the board shall determine at
the time of each such delegation.
The powers hereby confirmed by this paragraph and the
preceding paragraph shall be deemed to be in supplement to and
not in substitution for any other borrowing powers which may
otherwise be conferred on the directors or officers of the
Company independently of such paragraphs.
ARTICLE TWENTY-ONE
SPECIAL POWERS OF DIRECTORS
SECTION 21.01 The board of directors of the Company may from
time to time purchase, lease or otherwise acquire, alienate,
sell, exchange or otherwise dispose of stock, rights, warrants,
options, debentures, lands, buildings, and other property,
moveable and immoveable, and grant any right or privilege on the
property of the Company for such considerations and upon such
terms and conditions as they may deem advisable. Without
limiting the generality of the foregoing, by this article the
directors expressly authorize the Company to utilize, in whole or
in part, its funds for the purchase of shares of other companies.
ENACTED ON MARCH 31, 1997.
CONFIRMED ON MARCH 31, 1997.
Ralph M. Nener
Ralph M. Nener
President
D. Michael Jones
D. Michael Jones
Vice President, General Counsel
and Assistant Secretary
EXHIBIT 4.16
SOCIETE CANADIENNE DE METAUX REYNOLDS, LTEE/
CANADIAN REYNOLDS METALS COMPANY, LTD.
GENERAL BY-LAW NO. 1
being the general by-laws of the Company.
ARTICLE ONE
DEFINITIONS
SECTION 1.01 In this by-law and all other by-laws of the
Company, unless the context otherwise requires:
(a) "Act" means the Companies Act (Quebec) (R.S.Q.
1977, c. C-38), as amended by the Act modifying the
Companies Act and other statutory dispositions, S.Q.
1979, c. 31, as from time to time further 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 Company to any
provision of the Act shall be read as referring to the
amended or substituted provisions therefor;
(b) "articles" means the articles of incorporation of
the Company attached to the certificate of
incorporation dated March 31, 1994, as from time to
time amended;
(c) "by-law" means this by-law and any other by-law of
the Company from time to time in force and effect;
(d) words importing the singular number 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;
(e) 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
of provisions; and
(f) 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. In the case of any conflict
between the Act, the unanimous shareholder agreement
(if any), the articles and the by-laws of the Company,
the Act shall prevail over the unanimous shareholder
agreement, the articles and the by-laws, the unanimous
shareholder agreement shall prevail over the articles
and the by-laws and the articles shall prevail over the
by-laws.
ARTICLE TWO
HEAD OFFICE
SECTION 2.01 The Company shall maintain a head office in Quebec
in the judicial district indicated in its articles. The Company
may change the address of its head office within the limits of
the judicial district indicated in its articles by a resolution
of its board of directors. It may also transfer its head office
to another judicial district by amending its articles and such
transfer shall have effect as of the date of the amendment to the
articles.
ARTICLE THREE
FINANCIAL YEAR
SECTION 3.01 The fiscal year of the Company shall end on the
31st day of December in each year, or on such other date as the
board of directors may from time to time by resolution determine.
ARTICLE FOUR
CORPORATE SEAL
SECTION 4.01 The Company 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.
ARTICLE FIVE
DIRECTORS
SECTION 5.01 NUMBER AND POWERS. The Company shall be managed
by a board of directors consisting of such fixed number, or
minimum and maximum number, of directors as may be set out in the
articles.
SECTION 5.02 QUALIFICATIONS. Subject to any provision to the
contrary in the articles, a director of the Company need not be a
shareholder of the Company or a resident of Canada or of Quebec.
Moreover, any natural person may be a director of the Company,
with the exception of a person under the age of eighteen (18)
years, an interdicted person, a person of unsound mind who has
been declared incapable by a court of another province or another
country, and an undischarged bankrupt.
SECTION 5.03 FILLING OF VACANCIES. Subject to the Act, if a
vacancy occurs in the board of directors, a quorum of the board
of directors may appoint a qualified person to fill the vacancy
for the remainder of the term of the director giving rise to the
vacancy.
SECTION 5.04 TERM OF OFFICE. A director's term of office shall
commence on the date of the meeting at which he is elected or
appointed and shall terminate at the annual meeting next
following his election or appointment (unless re-elected) or, if
an election of the board of directors is not held at such meeting
or if such meeting does not occur, on the date on which his
successor is elected or appointed. A director's term of office
shall also terminate if he dies or resigns, or is removed or
ceases to be qualified to act as a director.
SECTION 5.05 VACATION OF OFFICE. The office of a director
shall ipso facto be vacated if:
(a) he dies;
(b) he resigns his office, by notice in writing to the
Company, such resignation to be effective immediately
upon receipt thereof by the Company unless by its terms
it is made effective at a later date;
(c) subject to the provisions of the articles, he is
removed from office in accordance with the provisions
of the Act by a resolution of the shareholders who are
entitled to elect directors; or
(d) he ceases to be qualified to be a director.
SECTION 5.06 ELECTION. Directors shall be elected by the
shareholders by ordinary resolution passed on a ballot at a
meeting of shareholders entitled to elect directors.
A retiring director shall remain in office until the
adjournment or termination of the meeting at which his successor
has been 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.
SECTION 5.07 VALIDATION. All acts done at any meeting of the
directors by any person or persons acting as a director or
directors shall, notwithstanding that it be afterwards discovered
that there was a defect in the appointment of any such director
or directors or person or persons acting as aforesaid, or that
they or any of them were disqualified as directors, be as valid
as if every such person or persons had been duly appointed and
qualified as directors.
SECTION 5.08 PLACE OF MEETING. Meetings of the board of
directors shall be held at the head office of the Company or at
any other place as the officers or directors convening the
meeting may from time to time determine. A meeting of the board
of directors may be convened at any time by the chairman of the
board of directors, the president, any vice-president, the
secretary, any assistant-secretary or by two or more directors
(other than any of the foregoing officers).
SECTION 5.09 NOTICE. Notice of the time and place for the
holding of any such meeting shall be given verbally or delivered
or mailed or telegraphed or sent by any other form of transmitted
or recorded message to each director at his latest address as
shown on the books of the Company not less than two (2) days
before the date of the meeting.
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 directors in order for the meeting to be
duly constituted, provided a quorum of the directors is present.
SECTION 5.10 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 (which
shall include waiver by telegram, cable or telex) addressed to
the Company at its head office; 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
constitutes a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting
to the holding of the meeting on the grounds that the manner of
calling the meeting was irregular.
SECTION 5.11 PARTICIPATION BY TELEPHONE. A director may, if
all the directors of the Company consent, participate in a
meeting of the board of directors by such means, particularly by
telephone as permits all persons participating in the meeting to
hear each other. A director participating in such a meeting by
such means shall be deemed to be present at that meeting.
SECTION 5.12 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 such time and
place as he may fix. No notice of an 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 is 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.
SECTION 5.13 QUORUM. The directors may, from time to time, fix
by resolution the quorum for meetings of directors, but until
otherwise fixed, a majority of the directors in office from time
to time shall constitute a quorum. Any meeting of directors at
which a quorum is present shall be competent to exercise all or
any of the authorities, powers and discretions by or under the by-
laws of the Company for the time being vested in or exercisable
by the directors generally. Where the Company has only one
director, that director shall constitute the meeting.
SECTION 5.14 VOTING. Questions arising at any meeting of the
board of directors at which a quorum is present shall be decided
by a majority of votes cast. In case of an equality of votes,
the chairman of the meeting shall not be entitled to a second or
casting vote.
SECTION 5.15 RESOLUTION IN WRITING IN LIEU OF MEETING. A
resolution in writing, signed by all the directors entitled to
vote on that resolution at a meeting of directors or of the
executive committee of directors, as the case may be, is as valid
as if it had been passed at a meeting of directors or of the
executive committee of directors, respectively.
A copy of every such resolution shall be kept with the
minutes of the proceedings of the board of directors or executive
committee of directors.
SECTION 5.16 REMUNERATION OF DIRECTORS. Subject to the
articles or 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 by resolution
determine and such remuneration shall be in addition to the
salary paid to any officer of the Company 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 Company's behalf other than the routine
work ordinarily required of a director by the Company. The
confirmation of any such resolution or resolutions by the
shareholders shall not be required.
ARTICLE SIX
SUBMISSION OF CONTRACTS OR
TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL
SECTION 6.01 The board of directors in its 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. 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 Company's articles or any other by-
law) shall be as valid and as binding upon the Company and upon
all the shareholders as though it had been approved, ratified
and/or confirmed by every shareholder of the Company.
ARTICLE SEVEN
OFFICERS
SECTION 7.01 APPOINTMENT OF OFFICERS. Subject to any unanimous
shareholder agreement, the board of directors, annually or as
often as may be required, shall appoint a president, and if they
see fit, a chairman of the board and one or more vice-presidents
of the Company and may also appoint a secretary, a treasurer and
one or more assistant-secretaries and/or one or more assistant-
treasurers. Any two or more of such offices may be held by the
same person. If the same person holds the offices of secretary
and treasurer, he may, but need not, be known as a secretary-
treasurer. The board of directors may from time to time
designate such other officers and appoint or authorize any one or
more of the foregoing officers to 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 or by the officer or officers appointing such other
officers, employees or agents.
SECTION 7.02 QUALIFICATIONS. Subject to any contrary
provisions herein, none of the officers need be a director or a
shareholder of the Company.
SECTION 7.03 REMUNERATION AND REMOVAL OF OFFICERS. Subject to
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 Company 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,
subject to his rights under any employment contract in force
between the Company and himself.
SECTION 7.04 DUTIES OF OFFICERS MAY BE DELEGATED. In case of
the absence or inability or refusal to act of any officer of the
Company 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.
SECTION 7.05 CHAIRMAN OF THE BOARD. The board of directors may
from time to time appoint a chairman of the board who shall be a
director. The chairman shall be the chief executive officer of
the Company. The chairman presides, if present, at all meetings
of the board of directors and shareholders and shall have such
other powers and duties as may from time to time be assigned to
him by the board of directors.
SECTION 7.06 PRESIDENT. If no chairman has been appointed, the
president shall be the chief executive officer of the Company.
If a chairman has been appointed, the president shall be the
chief operating officer of the Company. He shall exercise
general supervision over the business and affairs of the Company.
In the absence of the chairman of the board (if any), the
president shall, if 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. The
president shall be a director.
SECTION 7.07 VICE-PRESIDENT. The vice-president or, if more
than one, the vice-presidents 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
directors or shareholders. The vice-president or, if more than
one, the vice-presidents, shall sign such contracts, 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.
SECTION 7.08 SECRETARY. The secretary (if any), shall give or
cause to be given notices for all meetings of the board of
directors and shareholders when directed to do so. He shall have
charge of the records and of the corporate seal(s), (if any) and
may affix and attest such seal to any instrument whose execution
under seal shall have been duly authorized. 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.
SECTION 7.09 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 Company and shall deposit the same in the name of the
Company in such bank or banks or with such other depositary or
depositaries as the board of directors may by resolution direct.
He shall prepare, maintain and keep or cause to be kept adequate
books of 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 bonds for the faithful performance of his duties as
the board of directors in their uncontrolled discretion may
require 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 Company to receive any
indemnity thereby provided.
SECTION 7.10 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.
ARTICLE EIGHT
INDEMNIFICATION
SECTION 8.01 STATUTORY INDEMNIFICATION. The Company shall
indemnify each person who is entitled to indemnification under
Sections 2150, 2151 and 2154 of the Civil Code of Quebec (Q.S.
1991, c.64) and/or Sections 123.87 to 123.89 of the Act, as the
same may be amended or re-enacted from time to time, to the
fullest extent possible thereunder. In addition to the foregoing
and to the extent permitted by law, the Company shall also
indemnify each person who is entitled to indemnification in
accordance with Sections 8.02 to 8.07 of this Article
SECTION 8.02 INDEMNIFICATION IN THIRD PARTY ACTIONS. The
Company shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that such person
is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise
taxes or penalties, and amounts paid or to be paid in settlement)
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, if he or she had
reasonable cause to believe his or her conduct was in conformity
with the law, except that no indemnification shall be made in
respect of any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by
the board of directors of the Company. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding,
did not have reasonable cause to believe that his or her conduct
was in conformity with the law.
SECTION 8.03 INDEMNIFICATION IN AN ACTION BY OR IN THE RIGHT OF
THE COMPANY. The Company shall indemnify each person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another co
rporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
expenses (including attorneys' fees) actually and reasonably i
ncurred by such person in connection with the defense or se
ttlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Company and except that no
indemnification shall be made in respect of (a) any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which or such court shall deem proper, or (b) any proceeding (or
part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the board of directors of the
Company.
SECTION 8.04 INDEMNIFICATION AS OF RIGHT. To the extent that a
director, officer, employee or agent of the Company has been su
ccessful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 8.02 and 8.03 of this
Article, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
SECTION 8.05 DETERMINATION OF INDEMNIFICATION. Any
indemnification under Sections 8.02 and 8.03 of this Article
(unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because the person has met the
applicable standard of conduct set forth in such Sections 8.02
and 8.03. Such determination shall be made (a) by the board of
directors (the board) by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (c) by the
stockholders.
SECTION 8.06 ADVANCE FOR EXPENSES. Expenses (including
attorneys' fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall
be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Company as authorized in
this Article.
SECTION 8.07 GENERAL PROVISIONS.
(a) All expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding which are advanced by the Company
under Section 8.05 of this Article shall be repaid (i) in case
the person receiving such advance is ultimately found, under
the procedure set forth in this Article, not to be entitled to
indemnification, or (ii) where indemnification is granted, to
the extent that the expenses so advanced by the Company exceed
the indemnification to which such person is entitled.
(b) The Company may indemnify each person, though he or she is
not or was not a director, officer, employee or agent of the
Company, who served at the request of the Company on a co
mmittee created by the board to consider and report to it in
respect of any matter. Any such indemnification may be made
under the preceding provisions of this Article and shall be
subject to the limitations thereof except that (as indicated)
any such committee member need not be nor have been a director,
officer, employee or agent of the Company.
(c) The provisions of this Article shall be applicable to
appeals. References to "serving at the request of the Company"
shall include without limitation any service as a director,
officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its partic
ipants or beneficiaries. A person who acted in good faith and
in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Company."
(d) If any section, subsection, paragraph, sentence, clause,
phrase or word in this Article shall be adjudicated invalid or
unenforceable, such adjudication shall not be deemed to
invalidate or otherwise affect any other section, subsection,
paragraph, sentence, clause, phrase or word of this Article.
(e) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE NINE
MEETING OF SHAREHOLDERS
SECTION 9.01 ANNUAL MEETING. Subject to the Act, the annual
meeting of the shareholders of the Company shall be held on the
first Friday after April 15 in each year, or on such date in each
year as the board of directors may from time to time by
resolution determine, at the head office of the Company or,
subject to the provisions of the Act, at any other place as may
be specified in the notice convening such meeting, as the
directors may by resolution determine.
SECTION 9.02 SPECIAL MEETINGS. Other meetings of the
shareholders may be convened by order of the chairman of the
board, president or a vice-president or by the board of
directors, to be held at such time and place as may be specified
in a resolution of the board of directors.
Special meetings of shareholders shall also be convened
by the board of directors or, if there is not a quorum in office,
the director or directors which remain, upon receipt by the
secretary of the Company of a written requisition, signed by
shareholders holding in the aggregate not less than one-tenth
(1/10) of the subscribed shares of the capital of the Company,
stating the business to be transacted at the proposed meeting.
If such meeting is not called and held within twenty-one
(21) days of the date on which the requisition is delivered to
the head office of the Company, any shareholders, whether
signatories to the requisition or not, who hold not less than one-
tenth (1/10) in the value of the subscribed shares of the capital
of the Company, may themselves call the meeting. Notice of any
special meeting shall state the business which is to be
transacted thereat.
SECTION 9.03 PLACE OF MEETINGS. Meetings of shareholders of
the Company shall be held at the head office of the Company or at
such other place as may be specified in the notice convening such
meeting, which place must be located in the province of Quebec in
the case of annual meetings of shareholders and meetings of
shareholders at which any directors are elected. Notwithstanding
the foregoing, the annual shareholders' meeting and any meeting
of shareholders at which directors are elected may be held
outside the Province of Quebec if the Company has not made
distribution to the public of its securities and if its articles
so provide for it, or failing a provision in the articles to that
effect, if all the shareholders entitled to attend the meeting
consent. A shareholder who attends meetings held outside Quebec
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.
SECTION 9.04 NOTICE. A printed, written or typewritten notice
stating the day, hour and place of meeting and the general nature
of the business to be transacted shall be sent not less than ten
(10) days before the meeting by messenger or by prepaid
registered or certified mail to the shareholders entitled to vote
at such meeting at their respective addresses, as shown in the
books of the Company. If the address of a shareholder is not
shown in the books of the Company, the notice may be delivered by
messenger or by prepaid registered or certified mail to the
address where, in the discretion of the sender, it is most likely
to be received by such shareholder. Notice of any meeting of
shareholders or any irregularity in any such meeting or in the
notice thereof may be waived by any shareholder or by the duly
appointed proxy of any shareholder by telegram, cable or telex or
any other writing addressed to the Company and any such waiver
may be validly given either before or after the meeting to which
such waiver relates.
The attendance of a shareholder at a meeting constitutes
waiver of notice thereof or of any irregularity in the notice
except where he attends for the express purpose of objecting to
the holding of the meeting on the grounds that the manner of
calling it was irregular.
SECTION 9.05 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.
Unless otherwise required by the Act, the articles of the Company
or these by-laws, questions arising at any meeting of
shareholders at which a quorum is present for the purposes of the
matter being considered shall be decided by a majority of votes
cast.
SECTION 9.06 IRREGULARITIES AND OMISSIONS. Any irregularities
affecting the notice of meeting or its expedition, the
involuntary omission to give any such notice or the fact that
such a notice has not been received by a shareholder, shall not
affect in any manner the validity of the meeting of shareholders.
Furthermore, the involuntary omission of the general nature of an
item of business which should have been mentioned in the notice
of the meeting as being on the agenda of the meeting does not
prevent such item of business from being considered and voted
upon at the meeting, unless a shareholder suffers prejudice or
his interests are injured as a result. A certificate signed by
the secretary or any other duly authorized officer of the Company
or any registrar or transfer agent for shares of the Company,
shall constitute conclusive evidence of the expedition of a
notice of meeting to the shareholders and the shareholders shall
be bound by such certificate.
SECTION 9.07 RIGHT TO VOTE. Subject to the articles of the
Company, at all shareholders' meetings, each shareholder entitled
to vote has as many votes as he holds shares in the Company, and
he may, subject to section 9.09 hereof, vote by proxy. However,
no shareholder in arrears in respect of any call may vote at a
shareholders' meeting.
SECTION 9.08 VOTES. Every question submitted to any meeting of
shareholders shall be decided in the first instance on a show of
hands, unless a poll is demanded. In case of an equality of
votes, the chairman of the meeting, both on a show of hands and
on a poll, shall not have a second or casting vote in addition to
the vote or votes to which he may be entitled as a shareholder.
At any meeting, unless a poll is demanded, a declaration by the
chairman of the meeting that a resolution has been carried
unanimously or by a particular majority or lost or not carried
unanimously or by a particular majority, along with an entry to
that effect in the minute books of the Company, will constitute
prima facia evidence of that fact without proof of the number or
proportion of votes recorded in favour of or against such
resolution.
The chairman of the board, if any, shall preside at every
meeting of shareholders of the Company. If there is no chairman
of the board or if he is absent, the president of the Company
shall preside as chairman and in his absence this right devolves
to the vice-president(s) designated for the purpose of the board
of directors. If at any meeting, none of the officers mentioned
above is present within the first fifteen (15) minutes following
the time fixed for the holding of the meeting, the shareholders
present shall select from their number a chairman of such
meeting.
If at any meeting a poll 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 poll 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 an adjournment as the chairman of
the meeting directs. The result of a poll shall be deemed to be
the resolution of the meeting at which the poll was demanded. A
demand for a poll 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 two (2) 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.
SECTION 9.09 PROXIES. A shareholder, including a shareholder
that is a body corporate, who is 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. A proxyholder holding the right to vote
on behalf of an absent shareholder, shall not have the right to
vote on show of hands.
An instrument appointing a proxyholder 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 expires at the end of one year from the date
on which it is issued unless it expressly specifies some other
period.
Unless a relevant statute requires another form, an
instrument appointing a proxyholder may be in the following form
or any similar form:
"The undersigned shareholder of ..... hereby
appoints ..... of .... or failing him, of ..... as the
proxy of the undersigned to attend and act for and on
behalf of the undersigned at the meeting of the
shareholders of the said Company 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."
An instrument appointing a proxy carries with it the
revocation of any previous instrument appointing another proxy in
respect of such meeting. The instrument appointing a proxy may
be revoked at any time.
The directors may from time to time pass regulations
regarding the deposit of instruments appointing a proxy at some
place or places other than the place at which a meeting or
adjourned meeting of shareholders is to be held. They may as
well from time to time pass regulations regarding particulars of
such instruments to be telegraphed, cabled, telexed or sent in
writing to the Company or any agent of the Company for the
purpose of receiving such particulars. These regulations may
provide that any instrument appointing a proxyholder so lodged
may be voted upon as though the instruments themselves were
produced at the meeting or adjourned meeting in case of
adjournment, 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 regulations, if any, 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 Company. Any votes given in accordance with such
communications accepted by a chairman of the meeting shall be
counted.
SECTION 9.10 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 by one or more adjournments for less
than thirty (30) days, it is not necessary to give notice of the
adjourned meeting other than by announcement at the earlier
meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of thirty
(30) days or more or, if after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as for an original meeting.
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.
SECTION 9.11 QUORUM. Unless otherwise required by the Act, the
articles or any other by-law, one or more persons present and
holding or representing by proxy at least one (1) issued share of
the Company entitled to vote at the meeting shall constitute a
quorum of any meeting of shareholders for the choice of a
chairman of the meeting and for the adjournment of the meeting.
For all other purposes, one or more persons present and holding
or representing by proxy not less than fifty-one percent (51%) of
the shares entitled to vote at the meeting shall constitute a
quorum for such a meeting.
SECTION 9.12 RESOLUTION IN WRITING IN LIEU OF MEETING. 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.
SECTION 9.13 PARTICIPATION BY TELEPHONE. So long as the
Company has not made a distribution of its securities to the
public, the shareholders of the Company may participate and vote
at a shareholders' meeting by any means allowing all the
participants to communicate with each other.
ARTICLE TEN
SHARES
SECTION 10.01 ALLOTMENT. The board of directors may from time
to time allot or grant options to purchase the whole or any part
of the authorized and unissued shares of the capital of the
Company, including any shares created by an amendment to the
articles increasing or otherwise varying the capital of the
Company, to such person or persons or class of persons as the
board of directors shall, by resolution, determine.
SECTION 10.02 CALLS. The board of directors may, by resolution,
make calls upon the shareholders in respect of any moneys unpaid
on the whole or any part of shares held or subscribed by them, at
the times and in the manner required or permitted by the Act, the
articles or the by-laws.
A call shall be deemed to have been made at the time when
the resolution of the board of directors authorizing such call
was passed. If a shareholder fails to pay any call due by him,
on or before the day appointed for the payment thereof, he shall
be liable to pay interest thereon at the rate of six percent (6%)
per annum on the sum due from the date appointed for the payment
of such call to the time of actual payment.
The directors may, if they think fit, receive from any
shareholder willing to advance the same, all or any part of the
amounts due on shares held by such shareholder, in addition to
amounts then actually owing by virtue of a call or calls on
shares held by him. The Company may pay interest at a rate not
exceeding eight percent (8%) per annum as may be agreed between
the directors and the shareholders who pay such sums in advance,
on the moneys so paid in advance, or so much thereof as, from
time to time exceeds the amount of the call then made upon the
shares in respect of which the advance payment was made.
However, if after a call is made and notice thereof is
given to the shareholder as prescribed by the resolution of the
directors authorizing such call, the call is not paid within such
time as the directors prescribe by the said resolution, the
directors may, in their discretion, by resolution to that effect
and duly recorded in the minutes, summarily declare forfeited
such share or shares for which the amount called has not been
paid and the same shall thereupon become the property of the
Company and may be disposed of as the directors may prescribe.
However, notwithstanding such forfeiture, the holder of such
shares at the time of the forfeiture shall continue to be liable
towards the then creditors of the Company, for the total amounts
unpaid on such shares at the time of the forfeiture, less the
amounts which are subsequently received by the Company in respect
thereof.
Instead of declaring any share or shares forfeited, the
directors may, if they see fit, enforce payment of all calls, and
interest thereon, by action in any court of competent
jurisdiction, the whole as prescribed by the Act.
SECTION 10.03 SHARE CERTIFICATES. Share certificates (and the
form of stock transfer power on the reverse side thereof) shall
be in such form and signed by such director(s) and/or officer(s)
as the board of directors may from time to time by resolution
determine.
SECTION 10.04 REGISTRAR AND TRANSFER AGENTS. The board of
directors may provide for the registration of securities issued
as well as the registration of transfers of securities of the
Company in one or several places. 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 securities and/or
holders. The board of directors may also appoint one or more
transfer agents and/or branch transfer agents (which may but need
not be the same person) to keep the registers of securities
and/or transfers. All certificates issued after any such
appointment representing securities issued by the Company and in
respect of the class for which such appointment has been made
shall be countersigned by or on behalf of the said registrar
transfer agent of such securities as the case may be.
SECTION 10.05 TRANSFERS. All transfers of shares of the capital
of the Company and all pertinent information relating thereto
shall be registered in the register of transfers. Registration
of a transfer of shares of the capital of the Company in the
register of transfers held at the head office of the Company or
elsewhere as provided for in the by-laws, shall constitute a
complete and valid transfer. Subject to any provision to the
contrary contained in the Act, no transfer of shares of the
capital of the Company shall be valid for any purpose until entry
thereof is duly made in the register of transfers or in a branch
register of transfers. The directors may refuse to register any
transfer of shares belonging to any shareholder who is indebted
to the Company. A share may not be transferred without the
consent of the directors if its price has not been fully paid.
No share shall be transferable until all calls payable thereon up
to the time of transfer have been fully paid.
SECTION 10.06 SURRENDER OF SHARE CERTIFICATES. No transfer of a
share issued by the Company shall be recorded or registered
unless and until the certificate representing the share to be
transferred has been surrendered and cancelled or, if no
certificate has been issued by the Company in respect of such
share, unless and until a duly executed share transfer power in
respect thereof has been presented for registration.
SECTION 10.07 REPLACEMENT OF CERTIFICATES. Where a shareholder
declares under oath to the Company or the registrar, a branch
registrar, transfer agent or a branch transfer agent of the
Company, that the share certificate which he held has been
destroyed, stolen or lost, and describes the circumstances under
which this occurred, and provides, if so required, a bond against
any loss for which the Company may be held responsible with
regard to the issue of a new certificate, the president, or vice-
president, the secretary or the treasurer, may issue a new
certificate in replacement of the one which has been destroyed,
stolen or lost.
ARTICLE ELEVEN
DIVIDENDS
SECTION 11.01 Subject to the provisions of the Act, the board of
directors may from time to time by resolution declare dividends
payable to the shareholders according to their respective rights
and interests in the Company. Dividends may be paid in money or
property or by issuing fully paid shares of the Company.
The directors may deduct from the dividends payable to a
shareholder any amounts owed by the shareholder to the Company by
virtue of a call or calls or for any other reason.
As long as the Company pays interest on any amounts
received in advance on shares in addition to amounts due by
virtue of a call or calls, such amounts shall not be deemed paid
on the said shares.
Before declaring a dividend or a distribution of profits
of the Company, the directors may transfer such sums as they may
in their discretion decide to one or several reserve funds which
may be used at the discretion of the directors for all purposes
for which the profits of the Company may be legally applied.
ARTICLE TWELVE
RECORD DATE
SECTION 12.01 The board of directors is authorized to fix in
advance a date, not exceeding sixty (60) days preceding the date
of any meeting of shareholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent.
In such case such shareholders and only such shareholders as
shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or to
receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any
such record date fixed as aforesaid. Any such record date fixed
in connection with a meeting of shareholders shall not be less
than ten (10) days before the date of such meeting.
ARTICLE THIRTEEN
NOTICES
SECTION 13.01 NOTICE TO JOINT SHAREHOLDERS. If two (2) or more
persons are registered as joint holders of any share, any notice
shall be addressed to all of such joint holders but notice to one
of such persons shall be sufficient notice to all of them.
SECTION 13.02 PERSONS BECOMING ENTITLED BY TRANSFER OR 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 Company 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 Company shall have
been duly given to the person or persons from whom he derives his
title to such shares.
SECTION 13.03 DECEASED SHAREHOLDERS. 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 Company
shall, notwithstanding that such shareholder be then deceased and
whether or not the Company 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 is entered in his stead in the records of the
Company as the holder or one of the holders thereof. 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.
SECTION 13.04 SIGNATURES TO NOTICES. The signature of any
director or officer of the Company to any notice may be written,
stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
SECTION 13.05 COMPUTATION OF TIME. Where a given number of
days, notice or notice extending over any period is required to
be given under any provisions of the articles or by-laws of the
Company, 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.
A notice or other document served by post by the Company
on a shareholder shall be held to be served at the time when the
registered or certified letter containing it would be delivered
in the ordinary course of post, and to prove the fact and time of
service it shall be sufficient to prove that such letter was
properly addressed and put into the post office at the time when
it was put in and the time required for its delivery in the
ordinary course of post.
ARTICLE FOURTEEN
AUDITOR
SECTION 14.01 Subject to sections 123.98 to 123.100 of the Act,
an auditor shall be appointed each year by the shareholders at
their first meeting and at every subsequent annual meeting. The
remuneration of the auditor shall be set by the shareholders or
by the directors when this power has been delegated to them by
the shareholders. No director or officer of the Company may be
appointed as auditor. If the auditor ceases to exercise his
functions for any reason before the end of his term, the
directors may fill the vacancy and appoint a replacement auditor
who shall act as auditor until the annual meeting of shareholders
next following his appointment.
ARTICLE FIFTEEN
CHEQUES, DRAFTS, NOTES
SECTION 15.01 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 Company, and in such manner as the
board of directors may from time to time determine by resolution.
ARTICLE SIXTEEN
CUSTODY OF SECURITIES
SECTION 16.01 All securities (including warrants) owned by the
Company shall be lodged (in the name of the Company) with a
chartered bank or a trust company or in a safety deposit box or
with such other financial institution or in such other manner as
may be determined from time to time by the proper officers of the
Company.
ARTICLE SEVENTEEN
EXECUTION OF CONTRACTS
SECTION 17.01 Interested Directors or Officers. No contract or
transaction between the Company and one or more of its directors
or officers, or between the Company and any other corporation,
partnership, association or other organization in which one or
more of the directors or officers of the Company are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
of the Company is present at or participates in the meeting of
the board of directors at which the contract or transaction is
authorized if:
(a) The material facts as to the relationship or interest of
such person and as to the contract or transaction are disclosed
or are known to the board of directors and the board of
directors in good faith authorizes the contract or transaction
by a vote sufficient for such purpose without counting the vote
of the interested director or directors of the Company;
provided, however, that common or interested directors may be
counted in determining the presence of a quorum at a meeting of
the board of directors; or
(b) The material facts as to the relationship or interest of
such person and as to the contract or transaction are disclosed
or are known to the shareholders of the Company entitled to
vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders of the
Company.
ARTICLE EIGHTEEN
DECLARATIONS
SECTION 18.01 The chairman of the board, if any, the president
of the Company, any vice-president, secretary and/or treasurer,
the assistant-secretaries and/or assistant-treasurers,
comptroller, accountant, chief clerk, or any other officer or
person authorized by an officer of the Company, is authorized and
empowered to appear and make answer for the Company to all writs,
orders and interrogatories upon articulated facts issued out of
any court, to declare for and on behalf of the Company any answer
to writs of attachment by way of garnishment in which the Company
is garnishee, to make all affidavits and sworn declarations in
connection therewith or in connection with any or all judicial
proceedings to which the Company is a party, to make demands of
abandonment or petitions for winding up or bankruptcy orders upon
any debtor of the Company, to attend and vote at all meetings of
creditors of any of the Company's debtors and grant proxies in
connection therewith, and to generally do all such things in
respect thereof as he deems to be in the best interests of the
Company.
ARTICLE NINETEEN
AMENDMENTS TO BY-LAWS
SECTION 19.01 The board of directors may from time to time
repeal, amend, or re-enact the by-laws of the Company, but every
such by-law, (except by-laws respecting agents, officers and
servants of the Company, and except such by-laws which require,
under the provisions of the Act, to be approved or sanctioned by
the shareholders before coming into effect) and every repeal,
amendment or re-enactment thereof unless in the meantime
confirmed at a meeting of the shareholders of the Company duly
called for that purpose, shall have force only until the next
annual meeting of shareholders of the Company, and in default of
confirmation thereat, shall, at and from that time only, cease to
be in force.
ARTICLE TWENTY
BORROWING OF MONEY BY THE COMPANY
SECTION 20.01 The directors of the Company may from time to
time:
(a) borrow money upon the credit of the Company;
(b) issue debentures or other securities of the Company,
and pledge or sell the same for such sums and at such
prices as may be deemed expedient;
(c) hypothecate the immovable and movable property or
otherwise affect the movable property of the Company.
The limitations and restrictions contained in this
section shall not apply to the borrowing of money by the Company
on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Company.
SECTION 20.02 DELEGATION. The board may from time to time
delegate to such one or more of the directors and officers of the
Company as may be designated by the board all or any of the
powers conferred on the board by section 20.01 or by the Act to
such extent and in such manner as the board shall determine at
the time of each such delegation.
The powers hereby confirmed by this paragraph and the
preceding paragraph shall be deemed to be in supplement to and
not in substitution for any other borrowing powers which may
otherwise be conferred on the directors or officers of the
Company independently of such paragraphs.
ARTICLE TWENTY-ONE
SPECIAL POWERS OF DIRECTORS
SECTION 21.01 The board of directors of the Company may from
time to time purchase, lease or otherwise acquire, alienate,
sell, exchange or otherwise dispose of stock, rights, warrants,
options, debentures, lands, buildings, and other property,
moveable and immoveable, and grant any right or privilege on the
property of the Company for such considerations and upon such
terms and conditions as they may deem advisable. Without
limiting the generality of the foregoing, by this article the
directors expressly authorize the Company to utilize, in whole or
in part, its funds for the purchase of shares of other companies.
ENACTED ON MARCH 31, 1997.
CONFIRMED ON MARCH 31, 1997.
Paul Ratki
Paul Ratki
President
D. Michael Jones
D. Michael Jones
Vice President, General Counsel
and Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Reynolds
Metals Company Condensed Consolidated Balance Sheet (Unaudited) for March 31,
1997 and Consolidated Statement of Income (Unaudited) for the Quarter ended
March 31, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 45
<SECURITIES> 0
<RECEIVABLES> 1046<F1>
<ALLOWANCES> 18
<INVENTORY> 751
<CURRENT-ASSETS> 1918
<PP&E> 6724
<DEPRECIATION> 3564
<TOTAL-ASSETS> 7468
<CURRENT-LIABILITIES> 1455
<BONDS> 1619
0
0
<COMMON> 1463
<OTHER-SE> 1176
<TOTAL-LIABILITY-AND-EQUITY> 7468
<SALES> 1615
<TOTAL-REVENUES> 1662
<CGS> 1360
<TOTAL-COSTS> 1360
<OTHER-EXPENSES> 93
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 68
<INCOME-TAX> 25
<INCOME-CONTINUING> 43
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43
<EPS-PRIMARY> 0.59
<EPS-DILUTED> 0
<FN>
<F1>This amount represents total receivables, since trade receivables are not
broken out separately at interim dates, in accordance with S-X 10-01(2).
</FN>
</TABLE>
