ARTICLES OF INCORPORATION
1. NAME OF CORPORATION:
ACME INDUSTRIES LTD.
2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE.
Yes, See Schedule A attached
3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):
Yes, See Schedule A attached
4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION MAY HAVE.
Minimum of I, Maximum of II
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR RESTRICTED TO CARRYING
ON A CERTAIN BUSINESS. SPECIFY THE RESTRICTION(S);
None
6. OTHER RULES OR PROVISIONS (IF ANY):
See Schedule A attached
7. DATE
00/00/00
year
month
A.B. Acme
day
123 Anywhere Street Calgary,
Alberta A1B 2C3
SCHEDULE A
TO THE ARTICLES OF INCORPORATION OF LTD.
The corporation is authorized to issue an unlimited number of Class A and Class B shares without
nominal or par value.
The holders of the Class A shares shall have the rights, privileges and conditions of the holder of
common shares; without restricting the generality of the foregoing the holders of Class A shares are
entitled:
(a)
to vote at any meeting of shareholders of the Corporation except meetings of holders of
another class of shares;
(b)
To receive any dividend declared by the Corporation on the Class A shares;
(c)
to receive subject to the rights of holders of shares of a class other than Class A
shares, the remaining property of the Corporation on dissolution.
The Class B shares shall have the following rights, privileges, restrictions and conditions:
(a)
Issuable in Series:
The Class B shares may at any time and from time to time be issued in one or more series,
each series to consist of such number of shares as may, before the issue thereof, be determined
by resolution of the Directors of the Corporation.
(b)
Designation, Rights, Privileges, Restrictions and Conditions of Series:
Subject to the provisions of the Business Corporations Act, the provisions herein contained and to
any provisions in that regard attaching to any outstanding series of Class B shares, the
Directors of the Corporation may by resolution fix from time to time before the issue thereof the
designation, rights, privileges, restrictions and conditions attaching to each series of Class B
shares including, without limitation, the rate or amount of dividends or the method of calculating
dividends (which may be cumulative or non-cumulative), the dates of payment thereof, the
redemption and/or purchase prices, and terms and conditions of any redemption and/or purchase
rights, any voting rights, any conversion rights and any sinking fund or such other provisions.
(c)
Distributions:
The Class B shares of each series shall, with respect to the payment of dividends and the
distributions of assets in the event of any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the Corporation among
its shareholders for the purpose of winding-up of its affairs, rank on a parity with the Class B
shares of every other series and be entitled to a preference over the Class A shares of the
Corporation ranking junior to the Class B shares. The Class B shares of any series may
also be given such other preferences, not inconsistent with the provisions hereof over the Class
A shares of the Corporation and over any other shares of the Corporation ranking junior to the
Class B shares as may be fixed in accordance with the provisions hereof.
(d)
Dividends:
No dividends shall at any time be declared or paid on or set apart for payment on any shares of
the Corporation ranking junior to the Class B shares unless all dividends up to and including
the dividend payable for the completed period for which such dividends shall be payable on each
series of Class B shares then issued and outstanding shall have been declared and either paid
or set apart for payment at the date of such declaration of payment or setting apart for payment
on such shares of the Corporation ranking junior to the Class B shares; nor shall the
Corporation call for redemption or redeem or purchase for cancellation or reduce or otherwise
pay off any of the Class B shares (less than the total amount then outstanding) or any shares
of the Corporation ranking junior to the Class B shares unless all dividends up to and including
the dividend payable for the last completed period for which such dividends shall be payable on
each series of the Class B shares then issued and outstanding shall have been declared and
either paid or set apart for payment at the date of such call for redemption, purchase, reduction or
other payment of.
(e)
Voting:
Except as otherwise specifically provided in the Business Corporations Act and except as may be
otherwise specifically provided in the provisions attaching to any series of the Class B shares,
the holders of the Class B shares shall not be entitled to receive any notice of or attend any
meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting.
(f)
Amendment of share Provisions
The provisions hereof may be repealed, altered, modified, amended, or amplified with the
approval of the holders of the Class B shares given as follows:
(i)
any approval given by the holders of the Class B shares shall be deemed to
have been sufficiently given if it shall have been given in writing by the holders of
all the outstanding Class B shares or by a resolution passed at a meeting of
holders of Class B shares duly called and held upon no less than 21 days
notice at which the holders of at least 25% of the outstanding class B shares
are present or are represented by proxy and carried by the affirmative vote of not
less than two-thirds of the votes cast at such a meeting, in addition to any vote or
other consent or approval that may be required by the Business Corporations Act
of Alberta. If at any such meeting the holders of at least 25% of the outstanding
Class B shares are not present or represented by proxy within one-half hour
after the time appointed for such meeting then the meeting shall be adjourned to
such date not less than 15 days thereafter and to such time and place as may be
designated by the Chairman, and not less than 10 days written notice shall be
given of such adjourned meeting. At such adjourned meeting the holders of
Class B shares present or represented by proxy may transact the business for
which the meeting was originally called and a resolution passed thereat by the
affirmative vote of not less than two-thirds of the votes cast at such meeting shall
constitute the approval of the holders of the Class B shares;
(ii)
on every poll taken at any meeting of holders of Class B shares, every holder
of Class B shares shall be entitled to one vote in respect of each Class B
share held. Subject to the foregoing, the formalities to be observed in respect of
the giving or waiving of notice of any meeting and the conduct thereof shall be
those from time to time prescribed in the articles or by-laws of the Corporation
with respect to meetings of shareholders.
Restrictions of Share Transfers
(a)
No shareholder shall be entitled to sell, transfer or otherwise dispose of any interest in the share
or shares of the capital of the Corporation without the prior approval of the directors of the
Corporation expressed either by resolution passed by the votes of a majority of the directors
present at a meeting of the directors or by a written instrument signed by a majority of the
directors.
(b)
The Corporation shall not make a distribution to the public of any of its securities.
(c)
The number of the Corporations shareholders, exclusive of:
(i)
persons who are in its employment and are shareholders of the Corporation; and
(ii)
persons who, having been formerly in the employment of the Corporation and have
continued to be shareholders of the Corporation after termination of the employment,
is limited to not more than fifty persons, two or more persons who are joint registered holders of
one or more shares being counted as one shareholder.
Right of First Refusal
(a)
In the event that any holder of Class A shares of the Corporation (the Offeror) desires to
sell, transfer, assign or otherwise dispose of any Class A shares in the Corporation (the
proposed sale), the Offeror shall first make an offer in writing to all other Class A
shareholders of the Offeror. Such offer shall specify and incorporate the exact terms and
conditions of the proposed sale.
(b)
The Offeree(s) may accept the offer to purchase any or all of the Class A shares within a ten
(10) day period, the offer shall be deemed to have been refused.
(c)
If any offered shares still remain unaccepted after the ten (10) day period the Offeror may, subject
to the Articles and By-laws, sell, transfer, assign or otherwise dispose of all (but not less than all) of the
unaccepted shares to any person, firm or corporation at a price not less than the price and on terms not
more favourable than terms at which such shares were offered to the Offeree(s).