EXHIBIT 3.2
BUSINESS CORPORATIONS ACT
FORM 3
Certificate of Continuance
SXC HEALTH SOLUTIONS CORP.
I hereby certify that the above-mentioned corporation was continued into Yukon, as set out in the attached Articles of Continuance, under section 190 of the Business Corporations Act.
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![](https://capedge.com/proxy/10-K/0000950137-08-003804/c24582c2458204.gif) | | |
| | | | /s/ Rhonda Horte | | |
Corporate Access Number:32368 | | | | Rhonda Horte | | |
Date of Continuance:2007-06-27 | | | | Registrar of Corporations | | |
YUKON
BUSINESS CORPORATIONS ACT
(Section 190)
Form 3-01
ARTICLES OF CONTINUANCE
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1. | | Name of Corporation:SXC HEALTH SOLUTIONS CORP. |
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2. | | The classes and any maximum number of shares that the Corporation is authorized to issue: An unlimited number of common shares without nominal or par value. |
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3. | | Restrictions, if any, on share transfers: None. |
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4. | | Number (or minimum and maximum number) of Directors: Not less than three (3), nor more than ten (10). |
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5. | | Restrictions, if any, on business the Corporation may carry on: None. |
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6. | | If change of Name effected, previous name: Systems Xcellence Inc./Les Systemes Xcellence Inc. |
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7. | | Details of Incorporation: |
| | Amalgamation of Systems Xcellence Inc./Les Systemes Xcellence Inc. and Systems Xcellence, Ltd. under the Canada Business Corporations Act dated August 1, 1995, under the name of Systems Xcellence Inc./Les Systemes Xcellence Inc., as amended by Articles of Amendment dated July 12, 1996 and June 5, 2006. |
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8. | | Other provisions, if any: |
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(a) | | A meeting of the shareholders of the Corporation may, in the Directors’ unfettered discretion, be held at any location in Canada or the United States of America specified by the Directors in the Notice of such meeting. |
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(b) | | The Directors may, between annual general meetings, appoint one or more additional Directors of the Corporation to serve until the next annual general meeting, but the number of additional Directors shall not at any time exceed one third of the number of Directors who held office at the expiration of the last annual general meeting of the Corporation, provided that the total number of directors shall not exceed the maximum number of directors fixed pursuant to the Articles. |
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9. | | Date: JUN 19, 2007 | | | | | | |
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| | Signature: /s/ GORDON GLENN | | | | CHAIRMAN | | |
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| | GORDON GLENN | | | | | | |
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YUKON
BUSINESS CORPORATIONS ACT
(Sections 107, 114 and 290)
Form 1-03
NOTICE OF DIRECTORS AND OFFICERS OR
NOTICE OF CHANGE OF DIRECTORS AND OFFICERS
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1. | | Name of Corporation:SXC HEALTH SOLUTIONS CORP. |
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2. | | Notice is given that on the day of continuance, the following person(s) were appointed Director(s): |
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| | Name | | Mailing Address | | |
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| | Terrence C. Burke | | 26611 North Point Road, Eston, MD 21601 | | |
| | William J. Davis | | 311 The Lane, Hinsdale, IL 60521 | | |
| | Gordons S Glenn | | 1809 Sycamore Trace, McKinney, TX 75070 | | |
| | Philip R. Reddon | | 1207 Appleford Lane, Burlington, ON L7M 3P1 | | |
| | James A. Ryan | | Apt. 903, Building 6 Europlaza, Gibraltar | | |
| | Mark A. Thierer | | 917 Lakewood Drive, Barrington, IL 60010 | | |
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3. | | Notice is given that on the day of , , the following person(s) ceased to hold office as Director(s): |
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| | Name | | Mailing Address | | |
| | n/a | | | | | | |
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4. | | The officers of the corporation as of this date are: |
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| | Name | | Office(s) Held | | |
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| | Gordon S. Glenn | | Chairman and Chief Executive Officer | | |
| | Mark Thierer | | President and Chief Operating Officer | | |
| | Jeffrey Park | | Senior V.P., Finance and Chief Financial Officer | | |
| | Michael H. Bennof | | Senior V.P., Public Sector and Project Services
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| | John Romza | | Senior V.P., Research and Development and Chief Technology Officer | | |
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5. | | Date: JUN 19, 2007 | | | | | | |
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| | Signature:/s/ GORDON GLENN | | | | | | |
| | | | | | Title: Director | | |
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| | GORDON GLENN | | | | | | |
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YUKON
BUSINESS CORPORATIONS ACT
(Section 22)
Form 1-02
NOTICE OF ADDRESS OR
NOTICE OF CHANGE OF ADDRESS
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1. | | Name of Corporation:SXC HEALTH SOLUTIONS CORP. |
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2. | | Address of Registered Office: |
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| | Lackowicz, Shier & Hoffman |
| | Barristers & Solicitors |
| | Suite 300, 204 Black Street |
| | Whitehorse, YT Y1A 2M9 |
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3. | | Records Address: |
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| | Lackowicz, Shier & Hoffman |
| | Barristers & Solicitors |
| | Suite 300, 204 Black Street |
| | Whitehorse, YT Y1A 2M9 |
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4. | | Post Office Box (address for service by mail): |
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| | Not applicable |
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5. | | Effective Date: |
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| | Upon continuance |
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6. | | Date: JUN 19, 2007 | | | | | | |
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| | Signature: /s/ GORDON GLENN | | | | | | |
| | | | | | Title: Director | | |
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| | GORDON GLENN | | | | | | |