Exhibit 3.1
![]() | Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises |
Certificate of Incorporation | Certificat de constitution |
Business Corporations Act | Loi sur les sociétés par actions |
SENSTAR TECHNOLOGIES CORPORATION
Corporation Name / Dénomination sociale
1000650589
Ontario Corporation Number / Numéro de société de I'Ontario
This is to certify that these articles are effective on | La présente vise à attester que ces statuts entreront en vigueur le |
September 12, 2023 /12 septembre 2023
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Incorporation is not complete without the Articles of Incorporation.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar
| ![]() | Le certificat de constitution n'est pas complet s'il ne contient pas les statuts constitutifs.
Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
Directeur ou registrateur |
BCA-Articles of Incorporation - SENSTAR TECHNOLOGIES CORPORATION - OCN:1000650589 - September 12, 2023
![]() | Ministry of Public and Business Service Delivery |
Articles of Incorporation
Business Corporations Act
1. Corporation Name
SENSTAR TECHNOLOGIES CORPORATION
2. Registered Office Address
119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0
3. Number of Directors Minimum/Maximum | Min 3/Max 11 |
4. The first director(s) is/are: Full Name Resident Canadian Address for Service | GILLON BECK No 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
Full Name Resident Canadian Address for Service | FABIEN HAUBERT Yes 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
Full Name Address for Service | BRIAN RICH Yes 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. | |
Certified a true copy of the record of the Ministry of Public and Business Service Delivery. | |
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Director/Registrar, Ministry of Public and Business Service Delivery | Page 2 of 4 |
BCA-Articles of Incorporation - SENSTAR TECHNOLOGIES CORPORATION - OCN:1000650589 - September 12, 2023
5. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter “None”:
None
6. The classes and any maximum number of shares that the corporation is authorized to issue:
An unlimited number of common shares.
7. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter “Not Applicable”:
Not applicable
8. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter “None”:
None
9. Other provisions, if any. Enter other provisions, or if no other provisions enter “None”:
None
10. The name(s) and address(es) of incorporator(s) are: Full Name Address for Service | BRIAN RICH 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
Full Name Address for Service | FABIEN HAUBERT 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
Full Name Address for Service | GILLON BECK 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0 |
The articles have been properly executed by the required person(s).
The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. | |
Certified a true copy of the record of the Ministry of Public and Business Service Delivery. | |
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Director/Registrar, Ministry of Public and Business Service Delivery | Page 3 of 4 |
BCA-Articles of Incorporation - SENSTAR TECHNOLOGIES CORPORATION - OCN:1000650589 - September 12, 2023
Supporting Information - Nuans Report Information | |
Nuans Report Reference # | 121970267 |
Nuans Report Date | August 01, 2023 |
The endorsed Articles of Incorporation are not complete without the Certificate of Incorporation. | |
Certified a true copy of the record of the Ministry of Public and Business Service Delivery. | |
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Director/Registrar, Ministry of Public and Business Service Delivery | Page 4 of 4 |
1.1 | Definitions |
a) | “Act” means the Business Corporations Act (Ontario), or any statute which may be substituted therefor, including the regulations made thereunder as amended from time to time; |
b) | “Applicable Canadian Securities Laws” means the applicable securities legislation of each relevant province of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province of Canada; |
c) | “Applicable Securities Laws” means the Applicable U.S. Securities Laws and, if and to the extent applicable to the Corporation at the relevant time, the Applicable Canadian Securities Laws; |
d) | “Applicable U.S. Securities Laws” means all applicable U.S. federal securities laws; |
e) | “Articles” shall mean the articles of the Corporation and includes any amendments thereto; |
f) | “Board” means the board of directors of the Corporation; |
g) | “By-laws” means this by-law and all other by-laws of the Corporation in force and effect from time to time, and any amendments which may be made to such By-laws from time to time; |
h) | “Director” means a director of the Corporation as defined in the Act; |
i) | “non-business day” means Saturday, Sunday and any other day on which banks are not open for business in Ottawa, Ontario; |
j) | “Offering Corporation” means an offering corporation as defined in the Act; |
k) | “Officer” means an officer of the Corporation as defined in the Act; |
l) | “Person” includes an individual, a sole proprietorship, a partnership, an association, a labour organization, an organization, a trust, a body corporate and all individuals acting as a trustee, executor, curator or as any other legal representative; |
m) | “Public Announcement” shall mean disclosure in a press release reported by a national news service in Canada and the United States, or in a document publicly filed or furnished by the Corporation under its profile on the Electronic Data Gathering, Analysis, and Retrieval system at https://www.sec.gov/edgar/search-and-access, if required by Applicable U.S. Securities Laws, and filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval Plus at https://www.sedarplus.ca, if required by Applicable Canadian Securities Laws; and |
n) | “Shareholders Meeting” means an annual meeting of shareholders or a special meeting of shareholders. |
1.2 | Interpretation |
a) | words importing the singular number also include the plural and vice-versa; words importing the masculine gender include the feminine and vice-versa; |
b) | all words used in this By-law and defined in the Act shall have the meanings given to such words in the Act or in the related parts thereof; |
c) | this By-law is adopted pursuant to the Act, and is subject to, and must be read in conjunction with the Act. In the event of an inconsistency between a provision of this By-law and a provision of the Act, the latter shall prevail. |
1.3 | Execution in Counterpart, by Facsimile and by Electronic Signature |
2.1 | Registered Office |
2.2 | Seal |
2.3 | Fiscal Year |
2.4 | Execution of Instruments |
2.5 | Banking Arrangements |
2.6 | Voting Rights in Other Bodies Corporate |
3.1 | Duties of Directors |
3.2 | Qualifications of Directors |
3.3 | Number of Directors |
a) | the Board may appoint additional Directors provided that after such appointment the total number of Directors would not be greater than one and one-third times the number of Directors required to have been elected at the last annual meeting nor greater than the maximum number set out above; and |
b) | the number of Directors to be elected at the annual meeting shall be the number of Directors last determined by the Board. |
3.4 | Quorum |
3.5 | Election and Term |
3.6 | Advance Notice for Nomination of Directors |
a) | Subject only to the Act and the Articles, only individuals who are nominated in accordance with the procedures set out in this section 3.6 and who, at the discretion of the Board, satisfy the qualifications of a Director as set out in the Articles and By-laws of the Corporation shall be eligible for election as Directors of the Corporation. Nominations of individuals for election to the Board may be made at any annual Shareholders Meeting or at any special Shareholders Meeting if one of the purposes for which the special Shareholders Meeting was called was the election of directors. Such nominations may be made in the following manner: |
i) | by or at the direction of the Board, including pursuant to a notice of meeting; |
ii) | by or at the direction or request of one or more shareholders of the Corporation pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of meeting of the shareholders of the Corporation made in accordance with the provisions of the Act; or |
iii) | by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided below in this section 3.6 and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this section 3.6. |
b) | In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation. |
c) | To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made: |
i) | in the case of an annual Shareholders Meeting, not less than 30 days prior to the date of the annual Shareholders Meeting; provided, however, that in the event that the annual Shareholders Meeting is to be held on a date that is less than 50 days after the date on which the first Public Announcement (the “Notice Date”) of the date of the annual Shareholders Meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and |
ii) | in the case of a special Shareholders Meeting (which is not also an annual Shareholders Meeting) called for the purpose of electing Directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first Public Announcement of the date of the special Shareholders Meeting was made, |
d) | To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must set forth: |
i) | the identity of the Nominating Shareholder and the number of voting securities held by the Nominating Shareholder; |
ii) | if the Nominating Shareholder is not the beneficial owner of all of those voting securities, the identity of the beneficial owner and the number of voting securities beneficially owned by that beneficial owner; |
iii) | a declaration signed by the Nominating Shareholder declaring that all of the information that is required to be provided to the Company under applicable law (including Applicable Securities Laws) in connection with such matter has been provided to the Company; |
iv) | with respect to the Nominating Shareholder and, if applicable, any beneficial owner referred to in Section 3.6(d)(ii), the following: |
(1) | the class or series and number of any securities in the capital of the Corporation which are controlled, or over which control or direction is exercised, directly or indirectly, by the Nominating Shareholder or beneficial owner, and each person acting jointly or in concert with any of them (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; |
(2) | any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the Nominating Shareholder or beneficial owner has a right to vote any shares in the capital of the Corporation on the election of directors; |
(3) | a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination; |
(4) | in the case of a special Shareholders Meeting called for the purpose of electing Directors, a statement as to whether the Nominating Shareholder or beneficial owner intends to send an information circular and form of proxy to any shareholders of the Corporation in connection with the individual’s nomination; and |
(5) | any other information relating to the Nominating Shareholder or beneficial owner that would be required to be disclosed in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of Directors pursuant to the Act and Applicable Securities Laws; and |
v) | as to each individual whom the Nominating Shareholder proposes to nominate for election as a Director: |
(1) | the name, age, citizenship, business address and residential address of the individual; |
(2) | the principal occupation or employment of the individual, both presently and for the past five years; |
(3) | the class or series and number of securities in the capital of the Corporation which are beneficially owned, or over which control or direction is exercised, directly or indirectly, by such individual as of the record date for the Shareholders Meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; |
(4) | a declaration signed by the individual that he or she consents to be named in the Corporation’s notices and proxy materials and that he or she, if elected, consents to serve on the Board and to be named in the Corporation’s disclosures and filings; |
(5) | a duly completed personal information form in respect of the individual in the form prescribed by the principal stock exchange on which the securities of the Corporation are then listed for trading; |
(6) | a declaration signed by the individual declaring that all of the information that is required to be provided to the Corporation under applicable law (including Applicable Securities Laws) in connection with such an appointment has been provided (including, information in respect of the individual as would be provided in response to the applicable disclosure requirements under Form 20-F (or Form 10-K, if applicable) or any other applicable form prescribed by the U.S. Securities and Exchange Commission; |
(7) | any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the individual or any of his or her affiliates and the Nominating Shareholder, any person acting jointly or in concert with the Nominating Shareholder or any of their respective affiliates; and |
(8) | any other information relating to the individual that would be required to be disclosed in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of Directors pursuant to the Act and Applicable Securities Laws. |
e) | A Nominating Shareholders’ notice to the Corporate Secretary of the Corporation must also state: |
i) | whether, in the opinion of the Nominating Shareholder and the proposed nominee, the proposed nominee would qualify to be an independent Director of the Corporation under sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”), if applicable, and Sections 5605(a)(2) and 5605(c)(2) of the Nasdaq Listing Rules and the commentary relating thereto and Rule 10A-3(b) under the Securities and Exchange Act of 1934, as well as any other applicable independence criterion of a stock exchange or regulatory authority that may be applicable to the Corporation as a result of a listing of its securities on any additional stock exchanges; and |
ii) | whether, with respect to the Corporation, the proposed nominee has one or more of the relationships described in sections 1.4(3), 1.4(8) or 1.5 of NI 52-110, if applicable, Sections 5605(a)(2) and 5605(c)(2) of the Nasdaq Listing Rules and the commentary relating thereto and Rule 10A-3(b) under the Securities and Exchange Act of 1934, as well as any other applicable independence criterion of a stock exchange or regulatory authority that may be applicable to the Corporation as a result of a listing of its securities on any additional stock exchanges. |
f) | In addition to the provisions of this section 3.6, a Nominating Shareholder and any individual nominated by the Nominating Shareholder must satisfy and comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth herein. |
g) | Except as otherwise provided by the special rights or restrictions attached to the shares of any class or series of the Corporation, no individual shall be eligible for election as a Director of the Corporation unless nominated in accordance with the provisions of the by-laws of the Corporation; provided, however, that nothing in this section 3.6 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of Directors) at a Shareholders Meeting of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairperson of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. A duly appointed proxyholder of a Nominating Shareholder shall be entitled to nominate at a Shareholders Meeting the Directors nominated by the Nominating Shareholder, provided that all of the requirements of this section 3.6 have been satisfied. |
h) | In addition to the provisions of this section 3.6, a Nominating Shareholder and any individual nominated by the Nominating Shareholder shall also comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth herein. |
i) | Notwithstanding any other provision of this section 3.6, notice given to the Corporate Secretary of the Corporation may only be given by personal delivery to 119 John Cavanaugh Drive, Ottawa, Ontario, K0A 1L0, and shall be deemed to have been given and made only at the time it is served by personal delivery to the Corporate Secretary of the Corporation at the address of the principal executive offices of the Corporation, or sent by email to such email address (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Ottawa time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. |
3.7 | Removal of Directors |
3.8 | Cessation of Office |
3.9 | Resignation |
3.10 | Vacancies |
a) | an increase in the number of Directors otherwise than pursuant to a special resolution empowering the Board to fix the number of Directors within a range set out in the Articles; |
b) | an increase in the maximum number of Directors set out in the Articles; or |
c) | a failure to elect the number of Directors required to be elected at any Shareholder Meeting. |
3.11 | Borrowings |
a) | borrow money upon the credit of the Corporation; |
b) | issue, reissue, sell or pledge debt obligations of the Corporation; |
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. |
3.12 | Action by the Board |
3.13 | Delegation |
3.14 | Resolution in Writing |
3.15 | Meetings by Telephone, Electronic or other Communication Facility |
3.16 | Place of Meetings |
3.17 | Calling of Meetings |
3.18 | Notice of Meetings |
3.19 | First Meeting of New Board |
3.20 | Adjourned Meeting |
3.21 | Votes to Govern |
3.22 | Chairperson and Secretary |
3.23 | Remuneration and Expenses |
3.24 | Conflict of Interest |
3.25 | Dissent |
a) | the Director requests that his or her dissent is entered in the minutes of the meeting; |
b) | the Director sends a written dissent to the secretary of the meeting before the meeting is terminated; or |
c) | the Director sends a dissent by registered mail or delivers it to the registered office of the Corporation immediately after the meeting is terminated. |
a) | causes his or her dissent to be placed within the minutes of the meeting; or |
b) | sends his or her dissent by registered mail or delivers it to the registered office of the Corporation. |
4.1 | Committees of the Board |
4.2 | Procedure |
4.3 | Audit Committee |
5.1 | Appointment of Officers |
5.2 | Agents and Attorneys |
5.3 | Disclosure of Interest |
a) | forthwith after the Officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of Directors; |
b) | if the Officer becomes interested after a contract is made or a transaction is entered into, forthwith after he or she becomes so interested; or |
c) | if an individual who is interested in a contract or transaction later becomes an Officer, forthwith after he or she becomes an Officer. |
5.4 | Mandate |
5.5 | Employment Conditions and Remuneration |
6.1 | Indemnity of Directors and Officers |
a) | The Corporation shall indemnify a Director or Officer of the Corporation, a former Director or Officer of the Corporation or another individual who acts or acted at the Corporation’s request as a Director or Officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative or investigative action or other proceeding in which the individual is involved because of that association with the Corporation or other entity. |
b) | The Corporation shall advance monies to such individual for the costs, charges and expenses of a proceeding referred to in paragraph (a) provided such individual agrees in advance, in writing, to repay the monies if the individual does not fulfill the conditions of paragraph (c). |
c) | The Corporation may not indemnify an individual under paragraph (a) unless the individual: |
i) | acted honestly and in good faith with a view to the best interests of the Corporation or other entity for which the individual acted as a Director or Officer or in a similar capacity at the Corporation’s request, as the case may be; and |
ii) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. |
d) | The Corporation shall also seek the approval of a court to indemnify an individual referred to in paragraph (a), or advance monies under paragraph (b) in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which such individual is made a party because of the individual’s association with the Corporation or other entity as described in paragraph (a), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in paragraph (c). |
6.2 | Insurance |
a) | in the individual’s capacity as a Director or Officer of the Corporation; or |
b) | in the individual’s capacity as a Director or Officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request. |
7.1 | Annual Meetings |
7.2 | Special Meetings |
7.3 | Place of Meetings |
7.4 | Participation in Meetings by Electronic, Telephonic or Other Means |
7.5 | Notice of Meetings |
7.6 | Waiver of Notice |
7.7 | Record Date for Notice |
7.8 | Chair and Secretary |
7.9 | Persons Entitled to be Present |
7.10 | Quorum |
7.11 | Persons Entitled to Vote |
7.12 | Proxies and Representatives |
7.13 | Time for Deposit of Proxies |
7.14 | Joint Shareholders |
7.15 | Votes to Govern |
7.16 | Casting Vote |
7.17 | Show of Hands |
7.18 | Ballots |
7.19 | Advance Notice for Proposals |
a) | No business may be transacted at an annual Shareholders Meeting, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual Shareholders Meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual Shareholder Meeting by any shareholder of the Corporation who complies with the proposal procedures set forth in this section 7.19. For business to be properly brought before an annual Shareholder Meeting by a shareholder of the Corporation, such shareholder must submit a proposal to the Corporation for inclusion in the Corporation’s management proxy circular in accordance with the requirements of the Act; provided that any proposal that includes nominations for the election of Directors shall be submitted to the Corporation in accordance with the requirements set forth in section 3.6.1 The Corporation shall set out the proposal in the management proxy circular or attach the proposal thereto, subject to the exemptions and bases for refusal set forth in the Act. |
b) | At a special Shareholders Meeting, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board may be made at a special Shareholders Meeting at which Directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to and in compliance with section 3.6. |
7.20 | Adjournment and Termination |
8.1 | Issuance of Securities |
8.2 | Payment of Shares |
8.3 | Securities Register |
a) | the names, alphabetically arranged, of Persons who, |
(i) | are or have been within six years registered as shareholders of the Corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such Person while a holder, and the number and class of shares registered in the name of such holder; |
(ii) | are or have been within six years registered as holders of debt obligations of the Corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such Person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder; or |
(iii) | are or have been within six years registered as holders of warrants of the Corporation, other than warrants exercisable within one year from the date of issue, the address including the street and number, if any, and an e-mail address if one is provided, of every such Person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and |
b) | the date and particulars of the issue of each security and warrant. |
8.4 | Register of Transfer |
8.5 | Registration of Transfer |
8.6 | Registered Ownership |
8.7 | Security Certificates |
8.8 | Certificated Securities |
8.9 | Electronic, Book-Based or Other Non-Certificated Registered Positions |
8.10 | Replacement of Securities Certificates |
8.11 | Joint Shareholders |
8.12 | Deceased Securityholders |
9.1 | Dividends |
9.2 | Dividend Cheques |
9.3 | Non-receipt or Loss of Cheques |
9.4 | Record Date for Dividends and Rights |
9.5 | Unclaimed Dividends |
10.1 | Notice to Shareholders |
10.2 | Notice to Joint Shareholders |
10.3 | Computation of Time |
10.4 | Undelivered Notices |
10.5 | Omissions and Errors |
10.6 | Persons Entitled by Death or Operation of Law |
10.7 | Waiver of Notice |
10.8 | Applicable Forum |