TORONTO, April 7, 2014 /CNW/ - BSM Technologies Inc. ("BSM" or the "Company") (GPS.V), a leading provider of remote monitoring, fleet management, fleet diagnostics and automated vehicle security systems, today announced that the Company's board of directors (the "Board") has approved a new by-law ("By-Law No.4") replacing the previous By-Law No.2A and By-Law No.3 (the "Previous By-Laws"). The Previous By-Laws were first approved by the Board on June 15, 2006 and ratified by the shareholders of the Company ("Shareholders") on May 17, 2007. Given the amount of time that has passed, many of the provisions contained therein were outdated, particularly in light of amendments to the Business Corporations Act (Ontario) ("OBCA"), and new legislation.
Of note, the New By-Law includes the addition of the advance notice provision (the "Provision") for nominations of directors by Shareholders in certain circumstances. The Provision requires advance notice to BSM in circumstances where nominations of persons for election to the Board are made by the Shareholders of the Company other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the OBCA, or (b) a Shareholder proposal made pursuant to the provisions of the OBCA.
Among other things, the Provision fixes a deadline by which holders of record of common shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Company.
In the case of an annual meeting of Shareholders, notice to the Company must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Company must be provided no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The Company believes that the Provision is considered to be good corporate governance. The Provision provides a clear process for Shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Provision is to treat all Shareholders fairly by ensuring that all Shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Provision should assist in facilitating an orderly and efficient meeting process.
Another important enhancement to the New By-Law was granting the Board the option to distribute a notice, document or other information to any person electronically which will enable the Company, moving forward, to utilize the "notice and access" process that came into effect on February 11, 2013, under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102- Continuous Disclosure Obligations.
When compared to the Previous By-Laws, the New By-Law incorporates a number of other substantive changes which are intended to conform the Company's general by-law to the current requirements of the OBCA.
The New By-Law is effective immediately and will be placed before shareholders for ratification and confirmation at the next annual and special meeting of shareholders of the Company to be held on May 15, 2014. The implementation of the New By-Law also remains subject to receipt of conditional acceptance by the TSX Venture Exchange. The full text of the New By-Law may be obtained upon request by contacting the Corporate Secretary of the Corporation at (416) 675-1201 or firstname.lastname@example.org.
The Company also announces that Louis De Jong has been appointed as Corporate Secretary of the Company. Mr. De Jong has served as the Chief Financial Officer of the Company since January 2014.
About BSM Technologies (bsmwireless.com)
BSM Technologies, through its subsidiary BSM Wireless Inc., is a leading provider of remote monitoring, fleet tracking, fleet maintenance, and business intelligent engine providing real time, web‐based tracking of mobile and fixed assets. BSM provides solutions for commercial, government, and law enforcement organizations who manage and operate diverse assets and large fleets, and who seek to enhance customer service, improve the safety of their drivers and vehicles, and lower business costs.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
For more information, please visit http://www.bsmwireless.com
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