BluMetric Board Adopts New By-Laws
OTTAWA, Feb. 21, 2018 /CNW/ - BluMetric Environmental Inc. (TSXV: BLM) announced today that its Board of Directors has adopted two new by-laws:
- By-Law No. 1 - General Corporate By-Law, relating to general corporate matters (the "General By-Law"), which rescinds and replaces the Company's existing general corporate by-law; and
- By-Law No. 2 - Advance Notice By-Law, relating to advance notice requirements for director elections (the "Advance Notice By-Law") to provide shareholders, directors, and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special shareholders' meeting.
The General By-Law, among other provisions, contains provisions designed to ensure that BluMetric's by-law remains consistent with evolving corporate laws and governance practices and guidelines. The General By-Law increases the quorum requirement for BluMetric shareholder meetings to two or more persons holding or representing at least 10% of the eligible votes, and removes the Chair's casting vote (meaning a second vote in the event of a tie) at any meeting of the Board of Directors.
The Advance Notice By-Law includes advance notice requirements for director elections in connection with any annual or special meeting of the shareholders. The Advance Notice By-Law has been adopted to ensure that all shareholders receive adequate notice of director nominations, giving them sufficient time and information to enable them to exercise their voting rights in an informed manner. The Advance Notice By-Law is similar to the advance notice by-laws adopted by several other Canadian public companies. In particular:
- In the case of an annual meeting of shareholders, notice of nomination must be given to the Company not less than 30 days prior to the date of the annual meeting. In this first year of adoption, the Board of Directors has decreased this notice requirement to be not less than 15 days prior to the date of the Annual and Special Meeting of the Company which is scheduled to be held on March 28, 2018.
- In the event that the annual meeting is to be held less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice of nomination must be given not later than the close of business on the 10th day following that public announcement.
- In the case of a special meeting of shareholders which is not also an annual meeting, notice to the Company must be given not later than the close of business on the 15th day following the day of the first public announcement of the date of the special meeting.
The Advance Notice By-Law also outlines the proper written form for a shareholder's notice. The Board of Directors may, in its sole discretion, waive any requirement under these provisions.
Both the General By-Law and Advance Notice By-Law are effective immediately and will be placed before shareholders for approval, confirmation, and ratification at the next Annual and Special Meeting of Shareholders of the Company, which is scheduled to be held on March 28, 2018. According to the provisions of the Canada Business Corporations Act, each of the General By-Law and Advance Notice By-Law, respectively, will cease to be effective unless it is approved, confirmed, and ratified by a resolution adopted by a majority of the shareholder votes cast, in person or by proxy, at the Meeting.
The full text of the by-laws is available under the Company's profile at www.sedar.com.
About BluMetric Environmental Inc.
BluMetric Environmental Inc. is a publicly traded cleantech company with a portfolio of industry-leading products, processes, and services in the environment sciences and engineering sectors. We take pride in our strong record of providing sustainable solutions to the world's environmental challenges.
Headquartered in Ottawa, Ontario, BluMetric's award-winning team of industry experts serves clients in Canada, the United States, and Central America.
For more information, visit www.blumetric.ca
Forward-Looking Statements
Some of the statements in this press release, including those relating to discussions of the Company's contractual and corporate agreements, future products, opportunities and cost initiatives, strategies and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only the Company's expectations, estimates, and projections regarding future events. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE BluMetric Environmental Inc.
Jane E. Pagel, Board Chair, BluMetric Environmental Inc., Tel: 613.839.3053 x 240, Email: [email protected]; Robin M. Sundstrom, IRonside Investor Relations, Tel: 647.822.8111, Email: [email protected]
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