Here are the bylaws mentioned below
Forgive the formatting: Stockhouse really isn't set up for this. I'll have a look at how intelligible it is, and if necessary we'll create a datastore and supply a link.
BYLAWS OF THE AD HOC COMMITTEE OF EQUITY SECURITY HOLDERS TUSCANY INTERNATIONAL HOLDINGS (U.S.A.) LTD., et al. Case No. 14-10193 (KG) Pending in the United States Bankruptcy Court for the District of Delaware AS ADOPTED ON February ___, 2014 ARTICLE I NAME This Ad Hoc Committee shall be known as the Ad Hoc Committee of Equity Security Holders of debtors Tuscany International Holdings (U.S.A.) Ltd., et al. (collectively, the “Debtors”), and is referred to in these Bylaws as the “Ad Hoc Committee.” ARTICLE II PURPOSE The purpose of the Ad Hoc Committee is to seek the appointment of an official committee of equity security holders pursuant to 11 U.S.C. § 1102(a)(2). The purpose of the Ad Hoc Committee may also include additional other matters as may be added by amendment to these Bylaws. ARTICLE III AD HOC COMMITTEE MEMBERSHIP A. Membership on the Ad Hoc Committee shall be held in the name of certain equity security holders agreeing to and executing these Bylaws as identified on the attached Schedule A (each a “Member” and together, the “Members”). Membership on the Ad Hoc Committee may be hereafter amended by majority vote of the Steering Committee (as defined herein). ARTICLE IV THE STEERING COMMITTEE A. The Members of the Ad Hoc Committee appoint and designate the Steering Committee of the Ad Hoc Committee (the “Steering Committee”) with full and exclusive authority to act and transact on behalf of the Ad Hoc Committee pursuant to these Bylaws. Unless and until these Bylaws are amended, the Steering Committee shall act on behalf of the Ad Hoc Committee as set forth in these Bylaws in furtherance of the purpose of the Ad Hoc Committee. The Steering Committee is composed of the seven (7) equity security holders whose names are listed below (each a “Steering Committee Member” and together, the “Steering Committee Members”). Each Steering Committee Member shall have one vote in Meetings of the Steering Committee. B. The names of the Steering Committee Members are: 1. Jason Pageau; 2. John Adler; 3. Peter Graham Delany Jr.; 4. Benoit Beauchemin; 5. Collin Merritt; 6. Nassos Kirykos; and 7. Robert Hertig. C. Any Steering Committee Member may designate a representative and alternate representatives to attend Steering Committee meetings or act on such Steering Committee Member’s behalf, provided such representative and alternates are an attorney or an attorney in fact for the Steering Committee Member, and such designation is made to the Chair of the Steering Committee (as defined herein) prior to the relevant Steering Committee meeting. An alternate shall be deemed a representative of the Steering Committee Member for all purposes of the meetings in the absence of the primary representative. ARTICLE V RESIGNATIONS A. A Member may resign from the Ad Hoc Committee by providing written notice of such resignation to the Chair (as defined herein) of the Steering Committee and Counsel (as defined herein). If a Member sells, trades or otherwise transfers its equity interest in the Debtors, such Member shall immediately provide written notice of such transaction to the Steering Committee and Counsel. Any such Member that sells, trades or otherwise transfers its equity interest in the Debtors will be deemed to have resigned from the Ad Hoc Committee immediately upon such transaction and the resigning Member shall automatically cease to be a Member. B. A Steering Committee Member may resign from the Steering Committee by providing written notice of such resignation to the Steering Committee and Counsel. If a Steering Committee Member sells, trades or otherwise transfers its equity interest in the Debtors, such Steering Committee Member shall immediately provide written notice of such transaction to the Steering Committee and Counsel. Any such Steering Committee Member that sells, trades or otherwise transfers its equity interest in the Debtors will be deemed to have resigned from the Steering Committee immediately upon such transaction and the resigning Steering Committee Member shall automatically cease to be a Steering Committee Member. C. Upon the resignation of a Steering Committee Member, any remaining Steering Committee Member may (but shall not be required to) request that the Steering Committee appoint a substitute member to the Steering Committee to replace resigned Steering Committee Member. If feasible, the recommended substitute should represent equity interests similar to those of the resigned Steering Committee Member but in no event shall a resigning Steering Committee Member or any transferee of such resigning Steering Committee Member’s interest have the right to designate or recommend a successor for membership on the Steering Committee. Following the resignation of a Steering Committee Member and prior to the appointment of a substitute (if any), the membership of the Steering Committee shall consist of those Steering Committee Members after the resignation. ARTICLE VI STEERING COMMITTEE CHAIRMANSHIP A. At the first meeting of the Steering Committee, the Steering Committee Members shall select by majority vote a Steering Committee Member to serve as Chair of the Steering Committee (the “Chair”). The Chair will preside at meetings of the Steering Committee. The Steering Committee, may, with or without cause, replace the Chair by a majority of the vote of the Steering Committee. In the event the Chair resigns or for any other reason is unable to serve as Chair, the Steering Committee shall, as soon as practicable, choose a successor by a majority vote of the remaining members of the Steering Committee. If such vote of the remaining Steering Committee Members to elect a successor Chair results in a tie, the vote of the Steering Committee Member holding the smallest equity interest shall be disqualified for purposes of voting to elect the successor Chair and the successor Chair shall be such candidate receiving a majority of the non-disqualified votes. B. As authorized by the Ad Hoc Committee: (i) the Ad Hoc Committee’s professional advisors shall speak for the Ad Hoc Committee in reporting the Ad Hoc Committee’s non-confidential, decided positions to other parties-in-interest in this proceeding and to the press, if appropriate; (ii) legal counsel and other professionals retained by the Steering Committee shall be authorized to act on the advice and instructions of the Steering Committee’s Chair, issued in accordance with these Bylaws (including Article XI herein); and (iii) the Steering Committee’s Chair shall have the authority to sign documents on behalf of the Ad Hoc Committee as appropriate in order to implement decisions of the Steering Committee. ARTICLE VII COUNSEL The Steering Committee has employed Landis Rath & Cobb LLP as counsel (“Counsel”) to assist the Ad Hoc Committee in the performance of its duties. Counsel may be replaced by the Steering Committee at a meeting on motion duly made and seconded, and approved by a majority of all voting Steering Committee Members, after discussion by the full Steering Committee. Any such decision by the Steering Committee to replace or remove counsel shall not excuse payment for any fees and expenses incurred prior to removal. ARTICLE VIII QUORUM A. A quorum of the Steering Committee shall consist of a majority of voting Steering Committee Members, including any Steering Committee Members voting by proxy or present by telephonic conference facilities. B. No Steering Committee Member may vote except by its designated representative, or designated alternate. C. Proxies will be permitted, provided such proxy vote shall be confirmed in writing by the voting Steering Committee Member to the Chair and Counsel. Voting by a designated alternate will not be deemed to be voting by proxy. ARTICLE IX STEERING COMMITTEE MEETINGS A. Any official business of the Ad Hoc Committee shall be conducted at a meeting of the Steering Committee. There shall be no official business transacted at a meeting of the Steering Committee unless there is a quorum present. B. Meetings shall be held from time to time on dates and at locations designated by the Chair or Counsel. All reasonable efforts will be made to hold such meetings telephonically. Announcements of the date, place and time of the next succeeding meeting shall be made by the Chair or Counsel at a duly scheduled meeting, if possible. The announcement shall be noticed by mail, e-mail, overnight mail or facsimile transmission, where possible, and by telephone when necessary, on as much notice as is reasonably practicable under the circumstances. C. The Chair or Counsel shall notice all meetings, and shall notice special meetings whenever the Chair or Counsel deems it appropriate or whenever requested to do so by any Steering Committee Member. D. Steering Committee meetings shall be held in person or by telephone conference call. In the case of any in person meeting, Steering Committee Members may participate in each meeting thereof by personal attendance or by telephone conference call. E. Due to the potentially sensitive, non-public subject matter that may be discussed by the Steering Committee that could have a detrimental effect on the Debtors, their estates, creditors and the equity holders in the case of public dissemination of such discussions, meetings of the Steering Committee shall not be open to persons other than members of the Steering Committee, their designated representatives or alternates and designated counsel, and professionals employed by the Steering Committee, including Counsel and any financial advisor retained by the Steering Committee (collectively, the “Professionals”); provided, however, that the Steering Committee, by affirmative vote of a majority of its Steering Committee Members, may, for special, limited purposes, permit other persons to attend. F. The Chair, or such other person as the Chair may designate, shall preside at all meetings of the Steering Committee. ARTICLE X MEETING AGENDAS A. To the extent possible, matters shall be presented to the Steering Committee upon written agenda prepared by the Chair with the assistance of the Professionals, or by the Professionals and transmitted to the Steering Committee Members as soon as reasonably practicable prior to Steering Committee meetings. B. Matters as to which the Debtors or the United States Trustee request action by the Ad Hoc Committee shall be presented to the Chair and each Steering Committee Member, where feasible, as soon as reasonably practicable prior to the Steering Committee meeting at which such matters are to be considered. C. Any Steering Committee Member may at any time bring any matter before the Steering Committee for its attention. ARTICLE XI ACTION BY STEERING COMMITTEE A. Action of the Ad Hoc Committee shall be taken only by the Steering Committee at a Steering Committee meeting, and any such action shall require the affirmative vote of a majority of the Steering Committee Members voting (either in person or by proxy); provided that, a quorum is present at the time the vote is taken. The Chair or Counsel shall tally and record the votes of Steering Committee Members. Votes shall be by secret ballot only if requested by a Steering Committee Member. The Chair’s determination of the vote of the Steering Committee with respect to any matter will be final. B. Action may be taken by Steering Committee vote without a meeting provided the Chair determines, upon consultation with the Professionals, that such action is unavoidable. In such cases, votes may be obtained by polling members on the issue by telephone, facsimile transmission or e-mail. Polling may be conducted by the Chair, Counsel, or an agent or employee of either of such persons. Such a vote shall be effective if a good faith effort is made to reach and consult with the Steering Committee Members or their designated alternates, with respect to the proposed action, and if, prior to the taking of such action, a majority of the Steering Committee Members or their designated alternates who are permitted to vote on such action actually cast votes with respect to such action. The Chair or his or her designee(s) shall provide prompt notice of any such action to each Steering Committee Member who has not voted, which notice shall be confirmed in writing. C. Without prior Steering Committee action or consent, the Chair, with the advice of the Professionals, shall be empowered to consent to or otherwise act on relatively minor matters between meetings, which may include, without limitation, matters in the normal course of the Steering Committee’s business or matters that, subject to the Chair’s discretion are not significant so as to require full Steering Committee action. The Steering Committee Members shall be advised of any matters so acted on by the Chair or the Professionals no later than two (2) business days after such action. D. In special, unexpected situations, action may be taken by the Chair on behalf of the Steering Committee without a meeting; provided, however, the Chair determines, after consultation with the Professionals, that such action is absolutely vital to the interests of the Ad Hoc Committee; and provided, further, that, if reasonable, the Chair or the Professionals shall first make a good faith effort to poll the Steering Committee Members concerning the matter at issue. E. Upon request, a Steering Committee Member’s vote on any matter shall be recorded in the minutes of the appropriate meeting. ARTICLE XII CONFLICTS OF INTEREST If any matter under consideration by the Steering Committee appears to involve, in the judgment of any Steering Committee Member or Professional, a conflict of interest with any Steering Committee Member(s), any Steering Committee Member or Committee Professional shall advise the Steering Committee of the potential conflict of which he or she has knowledge. The Chair shall have the authority to excuse any Steering Committee Member(s) identified as having a potential conflict of interest from any meeting with respect to any matter upon which any Steering Committee Member has a conflict of interest at any appropriate time, subject to the contrary vote of a majority of the non-involved Steering Committee Members. The existence of a conflict of interest shall be determined by the affirmative vote of a majority in number of the Steering Committee Members present at a given meeting (less the vote of the Steering Committee Member(s) having the apparent conflict of interest). ARTICLE XIII CONFIDENTIALITY OF INFORMATION A. Confidential information means: (i) any and all non-public information, documents and matters of whatever nature and kind disclosed to the Ad Hoc Committee, the Steering Committee and/or Professionals (including, but not limited to, non-public material, documents or information received from the Debtors, their counsel or advisors), (ii) information or documents generated by the Steering Committee, the Professionals, or by Steering Committee Members or counsel to Steering Committee Members for the non-public use of the Steering Committee, and (iii) Steering Committee discussions and the minutes thereof (collectively, “Confidential Information”). Each Member agrees that Confidential Information shall not be used, disclosed or revealed except as provided herein for the purpose of performing its duties as a Member or Steering Committee Member. Members shall protect the confidentiality of, and take all necessary steps to safeguard and prevent disclosure of, the Confidential Information to prevent it from public disclosure or possession by any unauthorized persons and to advise immediately the Chair of the Steering Committee and Counsel in writing of any misappropriation or misuse by any person of such Confidential Information. A Member may share any Confidential Information, documents and matters: (a) with the Member’s agents, representatives, consultants, accountants, experts, legal counsel and other professionals to the extent that disclosure to such person is necessary; and (b) where required by law, rule or where demanded by any regulatory authority; provided that appropriate confidentiality agreements acceptable to the Steering Committee and, if appropriate, the Debtors, are duly executed, with such other persons and approved by the affirmative vote of a majority of the Steering Committee. Prior to receiving any Confidential Information, each Member agrees to refrain from buying, selling or trading any equity security instrument, claim or other interest in the Debtors based on the Confidential Information. B. Upon the resignation or removal of a Member, such Member shall promptly return to Counsel or destroy any Confidential Information (including copies thereof) received by the Member in its capacity and in the course of its tenure as a Member. Notwithstanding the resignation or removal of a Member, such Member shall continue to be bound by the confidentiality provisions of these Bylaws. C. If any Member violates the provisions of this Article, as determined by a majority vote of the Steering Committee in consultation with Counsel, the Steering Committee may remove such Member from membership in the Ad Hoc Committee and/or the Steering Committee. Nothing in this Article may be construed as conferring upon the Debtors or any other party any right of enforcement, these Bylaws being for the sole benefit of the Ad Hoc Committee. ARTICLE XIV NO FIDUCIARY CAPACITY Members and Steering Committee Members do not have the fiduciary duties imposed on official committees, nor are they subject to oversight by the United States Trustee. Nothing contained in these Bylaws shall prevent any Member from exercising (or omitting to exercise) or seeking (or omitting to seek) to enforce or protect any of its rights as an individual equity holder or other party-interest in the Debtors chapter 11 cases as it deems appropriate, provided however, that in no event shall a Member violate its duties as a Member with regard to Confidential Information. ARTICLE XV SUBCOMMITTEES/EX OFFICIO MEMBERS A. The Steering Committee may take action to create and appoint the membership in subcommittees as it deems appropriate and delegate to such subcommittees such powers and responsibilities as it deems appropriate, so long as such appointment and delegation are approved by a majority of Steering Committee Members voting (either in person or by proxy). B. The Steering Committee may designate ex officio non-voting members from time to time by a vote of the majority of the Steering Committee Members. Any such ex officio member shall have only the rights and privileges as provided in these Bylaws. The presence or absence of an ex officio member shall not be considered in determining the existence of a quorum or a majority for any purpose hereunder. Subject in all respects to any limitations of such participation imposed by the Chair or a majority of the Steering Committee Members, ex officio members may participate in the Steering Committee meetings, but shall not be entitled to make motions or seconds or to vote on matters before the Steering Committee. Upon a vote of a majority of the Steering Committee Members, ex officio members may be excluded from all or any portion of any meeting of the Steering Committee. Ex officio members of the Steering Committee shall be bound by, and shall comply with, these Bylaws, including the confidentiality provisions and shall acknowledge such provisions by signing these Bylaws. ARTICLE XVI EXPENSES The Members shall be responsible for their own costs and expenses incurred in connection with the Steering Committee or the Ad Hoc Committee. Steering Committee Members may elect, however, to document and record their costs and expenses in the event the Ad Hoc Committee later decides to seek reimbursement from the Debtors of reasonable expenses of the Ad Hoc Committee incurred in connection with Ad Hoc Committee business. Reasonable expenses that may be documented include expenses for attendance at meetings by the respective representatives or alternates of Steering Committee Members, and shall include expenses incurred for transportation, hotel, food, cabs, and related expenses. Documentation of expenses shall be itemized in in the event the Ad Hoc Committee later seeks reimbursement. Legal fees and expenses of counsel to individual Members will not be reimbursable in any event and shall be borne by each Member. ARTICLE XVII RULES OF PROCEDURE The Chair shall preside over each Steering Committee meeting in a manner that promotes fairness, a full opportunity for analysis of all business coming before the Steering Committee, and a full opportunity for each Steering Committee Member to express its view. Parliamentary procedure, such as “Robert’s Rules of Order” need not be followed. ARTICLE XVIII EFFECTIVENESS/AMENDMENT TO BYLAWS These Bylaws shall become effective when approved, and may be amended, waived or repealed, by a majority of the voting Steering Committee Members. ARTICLE XIX “SUNSET” PROVISION These Bylaws shall cease to apply and the Ad Hoc Committee and the Steering Committee shall cease to exist immediately upon the appointment an official committee of equity security holders or a final decision declining to appoint an official committee of equity security holders. Dated this ___ day of February, 2014. Agreed and Accepted: JASON PAGEAU #BY: Jason Pageau # JOHN ADLER #BY: ## John Adler PETER GRAHAM DELANY JR. BY: Peter Graham Delany Jr. BENOIT BEAUCHEMIN BY: Benoit Beauchemin COLLIN MERRITT BY: Collin Merritt NASSOS KIRYKOS BY: Nassos Kirykos ROBERT HERTIG BY: Robert Hertig SCHEDULE A Ad Hoc Committee Membership