Goodfellow Inc. Announces Amendments to Its by-laws and Articles
April 22 2021 - 5:14PM
Goodfellow Inc. (TSX: GDL) (“Goodfellow” or the “Corporation”)
announced today the adoption by its board of directors (the
“Board”) of amendments to its by-laws and articles.
Amendments to the By-Laws
The Board has adopted revised general by-laws
replacing the Corporation’s current general by-laws adopted back in
1983. The adoption of revised general by-laws was made in order to,
amongst other things, allow the Corporation to hold virtual
shareholder meetings and also reduce the threshold required to
constitute quorum at shareholder meetings to 25% of the outstanding
common shares from 51% currently.
The Board also adopted an advance notice by-law
which creates procedures for giving advance notice to the Board of
shareholder nominations for directors at meetings of shareholders
where directors are being elected in order to facilitate an orderly
and efficient meeting process and allow all shareholders a
reasonable opportunity to evaluate all proposed nominees and make
an informed voting decision. Under the advance notice by-law,
shareholders seeking to nominate a candidate for a Board seat will
generally be required to provide notice at least 30 days prior to
the date of an annual general meeting, or within 15 days following
the announcement of any special meeting where directors are being
elected.
The foregoing amendments to the by-laws are
effective as of their adoption by the Board and are subject to
confirmation and ratification by shareholders at Goodfellow’s
upcoming annual and special meeting of shareholders, which is
scheduled for June 22, 2021.
Amendment to the Articles
The Board also adopted an amendment to the
Corporation’s articles in order to provide the directors with the
flexibility to appoint one or more additional directors to hold
office for a term expiring not later than the close of the next
annual meeting of shareholders, provided however that the total
number of directors so appointed does not exceed one third of the
number of directors elected at the previous annual meeting of
shareholders. The amendment to the articles will not be effective
until it is approved by shareholders at the upcoming annual and
special meeting of shareholders.
The foregoing descriptions of the amendments to
the Corporation’s by-laws and articles are only summaries. The full
text will be made available under the Corporation’s profile on
SEDAR at www.sedar.com following their approval by shareholders and
on the Corporation’s website at www.goodfellowinc.com, and each
will be more completely described in Goodfellow’s management
information circular for its 2021 annual general and special
meeting.
About Goodfellow
Goodfellow Inc. is a distributor of lumber
products, building materials and floor coverings. Goodfellow shares
trade on the Toronto Stock Exchange under the symbol GDL.
From: Goodfellow Inc.
Patrick Goodfellow President and
CEO Tel: 450 635-6511 Fax: 450
635-3730 Internet:
info@goodfellowinc.com
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