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Title: |
Articles of Incorporation |
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Date: |
2004 |
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Preview shows 8KB of 46KB total |
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$44 |
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#1774096 |
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[ONTARIO LOGO] Ministry of CERTIFICATE 528650
Consumer and
Commercial
Relations
THIS IS TO CERTIFY THAT THESE
ARTICLES ARE EFFECTIVE ON
NOVEMBER 24, 1982
----------------------------
/s/ [ILLEGIBLE]
--------------------------
CONTROLLER OF RECORDS
COMPANIES SERVICES BRANCH
Trans Line Comp Method
Code No. Stat Type Incorp.
[A] [0] [0] [A] [3]
18 20 26 29 30
Notice Jurisdiction
Share Req'd [ONTARIO]
[S] [N] 33 47
31 32
ARTICLES OF INCORPORATION
Form 1 1. THE NAME OF THE CORPORATION IS
The Business 528650 ONTARIO LIMITED
Corporations 2. THE ADDRESS OF THE HEAD OFFICE IS
Act 78 Sir Lancelot Drive,
--------------------------------------------------------------
(Street & Number of R. R. Number & if Multi-Office
Building give Room No.)
Markham, Ontario L3P2J2
--------------------------------------------------------------
(Name of Municipality or Post Office) (Postal Code)
Town of Markham in the Regional Municipality of York
---------------------- -----------------------------
(Name of Municipality, (County, District, Regional
Geographical Township) Municipality)
3. THE NUMBER OF DIRECTORS IS TWO
4. THE FIRST DIRECTOR(S) IS/ARE
RESIDENCE ADDRESS, GIVING STREET
NAME IN FULL, INCLUDING & NO. OR R.R. NO. & MUNICIPALITY
ALL GIVEN NAMES OR POST OFFICE AND POSTAL CODE
----------------------- --------------------------------
Ronald Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
Wendy Parent 78 Sir Lancelot Drive,
Markham, Ontario
L3P 2J2
{PAGE}
2A
(h) To buy, hold, own, hire, maintain, control, take, lease, sell, assign,
exchange, transfer, manage, improve, develop, pledge, mortgage or otherwise deal
in and dispose of, either absolutely as owner or by way of collateral security
or otherwise, any property, real and personal, movable and immovable, and assets
generally;
(i) To purchase, lease, take in exchange or otherwise acquire lands or
interests therein, together with any buildings or structures that may be on the
said lands or any of them, and to sell, lease, exchange, mortgage or otherwise
dispose of the whole or any portion of the lands and all or any of the buildings
or structures that are now or may hereafter be erected thereon, and to take such
security therefor as may be deemed necessary or desirable;
(j) To erect buildings, and to deal in building material;
(k) To take or hold mortgages for any unpaid balance of the purchase money on
any of the lands, buildings or structures so sold, and to sell, mortgage or
otherwise dispose of the said mortgages;
(l) To improve, alter and manage the said lands and buildings;
(m) To guarantee and otherwise assist in the performance of contracts or
mortgages of persons, firms or corporations with whom or which the Corporation
may have dealings, and to assume and take over such contracts or mortgages on
default;
(n) To prepare building sites, and to construct, reconstruct, alter, improve,
decorate, furnish and maintain offices, flats, houses, factories, warehouses and
lands, and to consolidate, connect or subdivide properties;
PROVIDED, HOWEVER, that it shall not be lawful for the Corporation hereby
incorporated directly or Indirectly to transact or undertake any business within
the meaning of The Loan and Trust Corporations Act.
{PAGE}
3
6. THE AUTHORIZED CAPITAL is to be divided into 10,000 Class "A"
Preference Shares with a par value of $1.00 each; 10,000 Class "B" Preference
Shares with a par value of $1.00 each; 250 Class "C" Preference Shares with a
par value of $100.00 each and 10,000 Common Shares without nominal or par value
provided, however, that the aggregate consideration for the issue of the said
shares without nominal or par value shall not exceed in amount or value the sum
of $10,000,00 or such greater amount as the Board of Directors of the
Corporation shall by resolution determine, provided, that such resolution shall
not be effective until a certified copy thereof has been filed with the Ministry
of Consumer and Commercial Relations, all prescribed fees have been paid and the
Minister has so certified.
{PAGE}
4
7. THE DESIGNATIONS, PREFERENCES, RIGHTS, CONDITIONS, RESTRICTIONS,
LIMITATIONS OR PROHIBITIONS ATTACHING TO THE SPECIAL SHARES, IF ANY, ARE
(a) The Class A Preference Shares shall carry the right to a fixed
non-cumulative preferential dividend at the rate of eight per cent (8%) per
annum, payable yearly, to be declared and paid before any dividend is declared
or paid on the Class B Preference Shares, the Class C Preference Shares or on
the Common Shares and the right in the liquidation or winding up of the
Corporation to repayment of capital in priority to the Class B Preference
Shares, the Class C Preference Shares and the Common Shares, but they shall not
confer the right to any further participation in profits or assets. Each Class A
Preference Share entitles the holder to repayment of capital in an amount equal
to the par value thereof provided, however, in the event the aggregate amount
available for the repayment of capital is not sufficient to pay the par value
thereof, then Class A Preference Shares shall entitle the holders thereof to
participate rateably in the aggregate amount available for repayment of capital;
(b) The said Class A Preference Shares or any part thereof shall be redeemable
at any time at the option of the Corporation without the consent of the holders
thereof on payment for each share to be redeemed of the par value thereof
together with all unpaid non-cumulative dividends, which have been previously
declared;
(c) The Corporation may at any time or times purchase for cancellation the
whole or any part of the Class A Preference Shares outstanding from time to time
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