Exhibit 3.31(a)
Certified Copy
CORPORATE ACCESS NUMBER: 2010323943
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT
CANADIAN MONEY MART INC.
CHANGED ITS NAME TO MONEY MART CANADA INC. ON 2004/02/09.
CHANGED ITS NAME TO MONEY MART CANADA INC. ON 2004/02/09.
Certified Copy
Name Change Alberta Corporation — Registration Statement
Alberta Amendment Date: 2004/02/09
Service Request Number: | 5774102 | |
Corporate Access Number: | 2010323943 | |
Legal Entity Name: | CANADIAN MONEY MART INC. | |
French Equivalent Name: | ||
Legal Entity Status: | Active | |
Alberta Corporation Type: | Named Alberta Corporation | |
New Legal Entity Name: | MONEY MART CANADA INC. | |
New French Equivalent Name: | ||
Nuans Number: | 79349602 | |
Nuans Date: | 2004/02/04 | |
French Nuans Number: | ||
French Nuans Date: | ||
Professional Endorsement Provided: | ||
Future Dating Required: | ||
Annual Return | ||
No Records returned |
Attachment
| Attachment Type | Microfilm Bar Code | Date Recorded | ||
| Restrictions on Share Transfers | ELECTRONIC | 2003/02/19 | ||
| Other Rules or Provisions | ELECTRONIC | 2003/02/19 |
| Registration Authorized By: | NORMAN J.K. BISHOP SOLICITOR |
| Certified Copy of Transaction Corporate Registration System |
| Date of report: | 2009/11/30 | |
| Time of report: | 10:20 AM | |
| Report provided by: | MCCAFFERY MUDRY PRITCHARD | |
| Service Request Number: | 13971128 | |
| Customer Reference Number: | 81890 | |
Corporate Access Number: | 2010323943 | |
Current Legal Entity Name: | MONEY MART CANADA INC. | |
Current Legal Entity Status: | Active | |
Service Request Number: | 5774102 | |
Transaction Type: | Name Change Alberta Corporation | |
Date Completed: | 2004/02/09 | |
Authorized Representative | ||
Last Name: | BISHOP | |
First Name: | NORMAN | |
Middle Name: | J.K. | |
Relationship to Legal Entity: | Solicitor | |
| Information Added or Changed by the Service Request | ||
Legal Entity | ||
Legal Entity Name: | MONEY MART CANADA INC. | |
Nuans Number: | 79349602 | |
Nuans Date: | 2004/02/04 | |
Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.
| Certified Copy of Transaction Corporate Registration System |
| Date of report: | 2009/11/30 | |
| Time of report: | 10:21 AM | |
| Report provided by: | MCCAFFERY MUDRY PRITCHARD | |
| Service Request Number: | 13971145 | |
| Customer Reference Number: | 81890 | |
Corporate Access Number: | 2010323943 | |
Current Legal Entity Name: | MONEY MART CANADA INC. | |
Current Legal Entity Status: | Active | |
Service Request Number: | 12904005 | |
Transaction Type: | Change Director / Shareholder | |
Date Completed: | 2009/03/25 | |
Authorized Representative | ||
Last Name: | BISHOP, Q.C. | |
First Name: | NORMAN | |
Middle Name: | J.K. | |
Relationship to Legal Entity: | Solicitor | |
| Information Added or Changed by the Service Request | ||
| Legal Entity | ||
| Director/Shareholder/Officer/Record Keeper | ||
Last Name/Legal Entity Name: | UNDERWOOD | |
First Name: | RANDALL | |
Type: | Director | |
Status: | Active | |
Individual or Legal Entity Type: | Individual | |
Street/Box Number: | SUITE 210, 1436 LANCASTER AVENUE | |
City: | BERWYN | |
Province: | PENNSYLVANIA | |
Postal Code: | 19312 | |
Appointment Date: . | 2008/06/01 | |
Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.
| Certified Copy of Transaction Corporate Registration System |
| Date of report: | 2009/11/30 | |
| Time of report: | 10:21 AM | |
| Report provided by; | MCCAFFERY MUDRY PRITCHARD | |
| Service Request Number: | 13971149 | |
| Customer Reference Number: | 81890 | |
Corporate Access Number: | 2010323943 | |
Current Legal Entity Name: | MONEY MART CANADA INC. | |
Current Legal Entity Status: | Active | |
Service Request Number: | 12970973 | |
Transaction Type: | Change Address | |
Date Completed: | 2009/04/08 | |
Authorized Representative | ||
Last Name: | MEITIN | |
First Name: | LAURIE | |
Relationship to Legal Entity: | Agent of Corporation | |
| Information Added or Changed by the Service Request | ||
| Legal Entity | ||
Registered Address | ||
Street: | C/O MCCAFFERY GOSS MUDRY, 2200, 736-SIXTH AVE S.W. | |
City: | CALGARY | |
Postal Code: | T2P 3T7 | |
Records Address Street: | BISHOP & MCKENZIE LLP, #2500, 10104 — 103 AVENUE | |
Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.
Certified Copy
CORPORATE ACCESS NUMBER: 2010323943
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
CANADIAN MONEY MART INC.
WAS INCORPORATED IN ALBERTA ON 2003/02/19.
WAS INCORPORATED IN ALBERTA ON 2003/02/19.
Certified Copy
Articles of Incorporation
For
CANADIAN MONEY MART INC.
For
CANADIAN MONEY MART INC.
Share Structure: | AN UNLIMITED NUMBER OF SHARES | |
Share Transfers Restrictions: | AS PER ATTACHED SCHEDULE “A” | |
Number of Directors: | ||
Min Number of Directors: | 1 | |
Max Number of Directors: | 7 | |
Business Restricted To: | NONE | |
Business Restricted From: | NONE | |
Other Provisions: | AS PER ATTACHED SCHEDULE “B” |
| Registration Authorized By: | NORMAN J.K. BISHOP SOLICITOR |
SCHEDULE “A”
ARTICLES OF INCORPORATION
OF
CANADIAN MONEY MART INC.
RESTRICTIONS ON SHARE TRANSFERS
1. Subject to the provisions of the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9, as amended from time to time, (the “Act”) no share of the Corporation shall be transferred by any shareholder (which, for the purposes of this Schedule, includes any executor or administrator of a deceased shareholder or the liquidator of a shareholder which is a corporation) except as provided in this Schedule.
2. Except as provided in Sections 3 and 4 of this Schedule no share of the Corporation shall be transferred by a shareholder except under and subject to the following conditions:
| (a) | A shareholder (herein called the “Proposing Transferor”) proposing to transfer any share or shares in the Corporation shall give notice in writing (herein called the “Transfer Notice”) to the Corporation of his intention to transfer the said shares. | |
| (b) | The Transfer Notice shall be signed by the Proposing Transferor and shall specify: |
| (i) | the number and classes of shares the Proposing Transferor proposes to transfer, | ||
| (ii) | any conditions subject to which the offer is made, | ||
| (iii) | the consideration per share which shall be expressed in lawful money of Canada, if the consideration is money, | ||
| (iv) | the cash equivalent consideration per share expressed in Canadian dollars if the consideration is other than Canadian dollars (the “Cash Equivalent Sum”), | ||
| (v) | the terms of payment of the purchase consideration, | ||
| (vi) | that the Proposing Transferor has received a bona fide offer to purchase the shares for the consideration and upon the terms and subject to the conditions set out in the Transfer Notice, | ||
| (vii) | the names and addresses of the parson or persons from whom the bona fide offer has been received by the Proposing Transferor, | ||
| (viii) | whether or not the Proposing Transferor is willing to sell less than the total number of shares specified in the Transfer Notice. If the Transfer Notice pertains to shares of more than 1 class then the consideration, terms and conditions pertaining to each class shall be |
| stated separately in the Transfer Notice. |
| (c) | No Transfer Notice shall be given to the Corporation unless the Proposing Transferor has received a bona fide offer to purchase the shares for lawful money of Canada or for other consideration, and the Proposing Transferor intends to transfer such shares at that price or for such consideration, upon the terms and conditions and to the persons named as specified in the Transfer Notice. | |
| (d) | The Transfer Notice shall constitute an offer by the Proposing Transferor to all other shareholders of the Corporation holding voting shares of the Corporation to sell the shares specified in the Transfer Notice which offer may be accepted by such other shareholders in the manner hereinafter provided. | |
| (e) | The Secretary of the Corporation or such other officer as the Directors may designate shall forthwith upon receipt by the Corporation of the Transfer Notice forward a copy of the Transfer Notice to each holder of voting shares of the Corporation other than the Proposing Transferor. | |
| (f) | If the bona fide offer is for a consideration other than in Canadian dollars, any other shareholder may, within 7 days of receipt of the Transfer Notice serve notice (the “Disagreement Notice”) on the Proposing Transferor and the Corporation that such other shareholder disagrees with the Proposing Transferor’s stated Cash Equivalent Sum as stated in the Transfer Notice and thereupon the Directors of the Corporation shall refer the determination of the Cash Equivalent Sum to arbitration. The Proposing Transferor and the disagreeing shareholder shall each appoint 1 arbitrator and the 2 so appointed shall appoint a third. In all other respects the provisions of the Arbitration Act of Alberta shall apply. | |
| (g) | Upon receipt of a Disagreement Notice within 7 days of receipt of the Transfer Notice, the Secretary or other officer of the Corporation designated by the Directors shall notify all holders of shares of the class or classes of shares referred to in the Transfer Notice that a Disagreement Notice has been received and that the Cash Equivalent Sum will be determined by arbitration. Upon receipt by the Corporation of notice from the arbitrators stipulating their decision regarding the Cash Equivalent Sum, the Secretary or other officer designated by the Directors shall notify all holders of voting shares of the Corporation of the decision of the arbitrators. | |
| (h) | For the purposes of this Schedule the Cash Equivalent Sum, which is the lesser of that stated in the Transfer Notice or as determined by arbitration, shall be substituted for the consideration for the purchase of shares set forth in the Transfer Notice. | |
| (i) | Each holder of voting shares of the Corporation, other than the Proposing Transferor shall be entitled, up to a date (the “First Acceptance Date”) 30 days from the date of the mailing by the Corporation of the Transfer |
| Notice, or the mailing by the Corporation of the notice stating the decision of the arbitrators regarding the Cash Equivalent Sum (if the matter is referred to arbitration), to purchase a portion of the shares specified in the Transfer Notice in the proportion in which he already holds voting shares of the Corporation at the price per share (or the Cash Equivalent Sum if the terms and subject to the conditions stipulated in the Transfer Notice. | ||
| (j) | If, at the close of business on the First Acceptance Date, the other shareholders have not agreed to purchase all the hares being offered to which they are entitled, the Board of Directors may by resolution designate a nominee to purchase the remainder of the shares being offered. | |
| (k) | If, upon the expiration of 10 days from the First Acceptance Date, the other shareholders or a nominee of the Board of Directors have not agreed to purchase any of the shares being offered for sale on the terms and conditions stipulated in the Transfer Notice, then: |
| (i) | if the Proposing Transferor specified in the Transfer Notice that he was not willing to sell less than the total number of shares being offered he may for a period of 90 days after the expiration of the said 10 days sell not less than the total number of shares which have been offered to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that a sale has been completed, and such notice shall include all terms of the sale, or | ||
| (ii) | if the Proposing Transferor specified in the Transfer Notice that he was willing to sell less than the total number of shares being offered, such shares as were agreed to be taken by the other shareholders or by the nominee of the Board of Directors shall be sold to them on the terms and conditions set forth in the Transfer Notice and the Proposing Transferor may for a period of 90 days after the expiration of the said 10 days sell no less than such number of shares as were offered but were not taken up by the other shareholders or the nominee of the Board of Directors to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that sales have been completed and such notice shall include all terms of such sales. |
| (l) | A Proposing Transferor may, at his option, serve the Transfer Notice directly on all the holders of the voting shares of the Corporation rather than upon the Corporation and, in such case, the First Acceptance Date shall be 30 days after the date of such mailing of the Transfer Notice or 30 days after |
| the date of receipt from the Corporation of the notice stating the amount of the Cash Equivalent Sum, whichever is the later date, and all the remaining provisions of this Schedule shall apply mutatis mutandis. | ||
| (m) | Any transfer of shares made pursuant to the provisions of this Schedule shall be recorded on the books of the corporation upon surrender of the certificates representing the shares being transferred and new certificates shall be issued to the transferees and no resolution or consent of Directors shall be required in connection therewith. | |
| (n) | If the Proposing Transferor receives another or further bona fide offer or offers to purchase he may serve a new Transfer Notice upon the Corporation or upon each of the holders of voting shares of the Corporation as aforesaid, but no new Transfer Notice shall supercede or cancel a previous Transfer Notice or any agreement to purchase arising under a previous Transfer Notice pursuant to the provisions of this Section. |
3. The provisions as to transfer of shares contained in Section 2 of this Schedule shall not apply if:
| (a) | The Proposing Transferor shall obtain written consents to a proposed transfer from all holders of voting shares of the Corporation; and | |
| (b) | Such transfer is completed prior to the expiration of 90 days following the date on which the first such written consent is obtained; and in such case the transfer of shares shall be recorded on the books of the Corporation upon surrender to the Corporation of the certificates representing the shares being transferred together with all such consents as aforesaid and new certificates shall be issued to the transferees, and no resolution or consent of Directors shall be required in connection therewith. |
4. Notwithstanding the provisions of Sections 2 and 3 of this Schedule, shares of the Corporation may be transferred by a Shareholder to another person who is already a shareholder if Such transfer is first consented to by all Directors of the Corporation.
SCHEDULE “B”
ARTICLES OF INCORPORATION
OF
CANADIAN MONEY MART INC.
OTHER PROVISIONS
1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.
3. The Board of Directors of the Corporation may, without authorization of the shareholders:
| (a) | Borrow money on the credit of the Corporation, | |
| (b) | Issue, re-issue, sell or pledge debt obligations of the Corporation, and | |
| (c) | Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and | |
| (d) | Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation. |
Certified Copy
Incorporate Alberta Corporation — Registration Statement
Alberta Registration Date: 2003/02/19
Corporate Access Number: 2010323943
Service Request Number: | 4712204 | |
Alberta Corporation Type: | Named Alberta Corporation | |
Legal Entity Name: | CANADIAN MONEY MART INC. | |
French Equivalent Name: | ||
Nuans Number: | 76210190 | |
Nuans Date: | 2003/02/12 | |
French Nuans Number: | ||
French Nuans Date: | ||
REGISTERED ADDRESS | ||
Street: | 2500, 10104 — 103 AVENUE | |
Legal Description: | ||
City: | EDMONTON | |
Province: | ALBERTA | |
Postal Code: | T5J 1V3 | |
RECORDS ADDRESS | ||
Street: | 2500, 10104 — 103 AVENUE | |
Legal Description: | ||
City: | EDMONTON | |
Province: | ALBERTA | |
Postal Code: | T5J 1V3 | |
ADDRESS FOR SERVICE BY MAIL | ||
Post Office Box: | ||
City: | ||
Province: | ||
Postal Code: | ||
Internet Mail ID: | ||
Share Structure: | AN UNLIMITED NUMBER OF SHARES | |
Share Transfers Restrictions: | AS PER ATTACHED SCHEDULE “A” | |
Number of Directors: |
Min Number Of Directors: | 1 | |
Max Number Of Directors: | 7 | |
Business Restricted To: | NONE | |
Business Restricted From: | NONE | |
Other Provisions: | AS PER ATTACHED SCHEDULE “B” | |
Professional Endorsement Provided: | ||
Future Dating Required: | ||
Registration Date: | 2003/02/19 | |
Director | ||
Last Name: | FRANCHUK | |
First Name: | SYD | |
Middle Name: | ||
Street/Box Number: | 2940 JUTLAND ROAD, SUITE 201 | |
City: | VICTORIA | |
Province: | BRITISH COLUMBIA | |
Postal Code: | V8T 5K6 | |
Country: | ||
Resident Canadian: | Y |
Attachment
| Attachment Type | Microfilm Bar Code | Date Recorded | ||
| Restrictions on Share Transfers | ELECTRONIC | 2003/02/19 | ||
| Other Rules or Provisions | ELECTRONIC | 2003/02/19 |
| Registration Authorized By: | NORMAN J.K. BISHOP SOLICITOR |
| Certified Copy of Transaction Corporate Registration System |
| Date of report: | 2009/11/30 | |
| Time of report: | 10:19 AM | |
| Report provided by: | MCCAFFERY MUDRY PRITCHARD | |
| Service Request Number: | 13971121 | |
| Customer Reference Number: | 81890 | |
Corporate Access Number: | 2010323943 | |
Current Legal Entity Name: | MONEY MART CANADA INC. | |
Current Legal Entity Status: | Active | |
Service Request Number: | 4712204 | |
Transaction Type: | Incorporate Alberta Corporation | |
Date Completed: | 2003/02/19 | |
Authorized Representative | ||
Last Name: | BISHOP | |
First Name: | NORMAN | |
Middle Name: | J.K. | |
Relationship to Legal Entity: | Solicitor | |
| Information Added or Changed by the Service Request | ||
| Legal Entity | ||
Legal Entity Type: | Alberta Business Corporation | |
Alberta Corporation Type: | Named Alberta Corporation | |
Legal Entity Name: | CANADIAN MONEY MART INC. | |
Legal Entity Status: | Active | |
Nuans Number: | 76210190 | |
Nuans Date: | 2003/02/12 | |
Registered Address | ||
Street: | 2500, 10104 — 103 AVENUE | |
City: | EDMONTON | |
Province: | ALBERTA | |
Postal Code: | T5J 1V3 | |
Records Address Street: | 2500, 10104 — 103 AVENUE | |
City: | EDMONTON | |
Province: | ALBERTA | |
Postal Code: | T5J 1V3 | |
Share Structure: | AN UNLIMITED NUMBER OF SHARES | |
Share Transfers Restrictions: | AS PER ATTACHED SCHEDULE “A” | |
Min Number Of Directors: | 1 | |
Max Number Of Directors: | 7 | |
Business Restricted To: | NONE | |
Business Restricted From: | NONE | |
Other Provisions: | AS PER ATTACHED SCHEDULE “B” | |
Registration Date: | 2003/02/19 | |
| Director/Shareholder/Officer/Record Keeper | ||
Last Name/Legal Entity Name: | FRANCHUK | |
First Name: | SYD | |
Type: | Director | |
Status: | Active | |
Individual or Legal Entity Type: | Individual | |
Street/Box Number: | 2940 JUTLAND ROAD, SUITE 201 | |
City: | VICTORIA | |
Province: | BRITISH COLUMBIA | |
Postal Code: | V8T 5K6 | |
Appointment Date: | 2003/02/19 | |
Resident Canadian: | Y | |
| Attachment | ||
Attachment Type: | Restrictions on Share Transfers | |
Microfilm Bar Code: | ELECTRONIC | |
Date Recorded: | 2003/02/19 | |
Attachment Type: | Other Rules or Provisions | |
Microfilm Bar Code: | ELECTRONIC | |
Data Recorded: | 2003/02/19 | |
Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.