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.
