EXHIBIT 3.2
Quebec [GRAPHIC OMITTED]
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CERTIFICAT DE CONSTITUTION
Loi sur les compagnies, Partie IA
(L.R.Q., chap. C-38)
J'atteste par les presentes que la compagnie
LA CORPORATION GUITRON
et sa ou ses version(s)
THE GUITRON CORPORATION
a ete constituee le 20 AOUT 1997, en vertu de la partie IA de
la Loi sur les compagnies, tel qu'indique dans les statuts de
constitution ci-joints.
Depose au registre le 22 aout 1997
sous le matricule 1147041983
[SEAL] Gouvernement
du Quebec
L'Inspecteur /s/ ILLEGIBLE
general des Inspecteur general des institutions financieres
institutions
financieres
T010G13C89L12AA
112
Gouvernement du Quebec A-110720-H9401
L'Inspecteur general
des institutions financieres
Form 1
ARTICLES OF INCORPORATION
The Companies Act, R.S.Q., c. C-38
Part 1A
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1 Corporate name
LA CORPORATION GUITRON
THE GUITRON CORPORATION
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2 Quebec judicial district wherein 3 Precise number of minimum and 4 Effective date if after filing date
company is setting up its head maximum number of directors
office
Montreal MIMIMUM: 1 MAXIMUM: 15 N/A
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5 Description of share capital
The annexed Schedule 1 is incorporated in this form.
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6 Restrictions (if any) on transfer of shares
Any transfer of shares shall require the approval of the majority of the
directors.
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7 Limitations (if any) on company activity
None
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8 Other provisions
The annexed Schedule 2 is incorporated in this form.
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9 Incorporators
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Address and postal code Signature of each incorporator
(if a corporation, give head office (if a corporation, signature
Name and surname address and incorporation act) of authorized person)
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Rosentzveig, David L. 1000 Sherbrooke Street West /s/ David L. Rosentzveig
27th Floor
Montreal
Quebec H3A 3G4
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If space is insufficient, attach an appendix in two (2) copies
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For departmental use only CA-211 (Rev. 12-95)
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Gouvernement du Quebec
depose le
20 AOUT 1997
L'Inspecteur general des
Institutions financieres [LOGO] Corporatek
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SCHEDULE 1
The Company is authorized to issue an unlimited number of each of the following
classes of shares: Common shares, Class A shares, Class B shares, Class C
shares, Class D shares, Class E shares and Class F shares, all without par
value. The rights, privileges, restrictions and conditions attached to each
class of shares are as follows:
1.0 COMMON SHARES
1.1 The holders of the Common shares shall be entitled to receive notice of,
attend and vote at all meetings of shareholders, except meetings at which
only holders of a specified class of shares are entitled to vote. Each
Common share shall entitle its holder to one (1) vote.
1.2 Subject to the prior rights of the holders of the Class B, Class C, Class
D, Class E and Class F shares, the holders of the Common shares shall be
entitled to receive the remaining property of the Company upon
dissolution.
2.0 CLASS A SHARES
2.1 The Class A shares rank pari passu in all respects with the Common shares,
save and except that, subject to the provisions of the Companies Act, the
holders of the Class A shares shall not, as such, have any right to
receive notice of, attend or vote at meetings of shareholders.
3.0 CLASS B SHARES
3.1 The holders of the Class B shares shall be entitled to receive notice of,
attend and vote at all meetings of shareholders, except meetings at which
only holders of a specified class of shares are entitled to vote. Each
Class B share shall entitle its holder to one (1) vote.
3.2 Save and except for such dividends or distributions as are expressly
contemplated in this Section 3.0, the holders of the Class B shares shall
not be entitled to further participation in any earnings or profits of the
Company or in the value of its assets.
3.3 Annual, non-cumulative dividends may be declared by the directors on the
Class B shares provided that the aggregate amount thereof shall not be
greater than 8% of the amount of the consideration for which such shares
were issued and provided that such dividends shall only be payable if, as
and when declared and at such times and in such manner as the directors
may determine in their discretion. The holders of
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the Class B shares shall not be entitled to any dividends other than or in
excess of the above dividends.
3.4 The Company may redeem any Class B share issued by it at a price equal to
the amount of the consideration for which such share was issued. At the
time of payment of such redemption price, the Company shall pay to the
holder of said share the amount of any dividend declared thereon and
unpaid.
3.5 Upon dissolution of the Company, the holders of the Class B shares shall
be entitled to receive an amount equal to the amount of the consideration
for which such shares were issued, together with any dividends declared
thereon and unpaid, and no more, the whole in priority to the distribution
of any property to the holders of the Common and Class A shares.
4.0 CLASS C SHARES
4.1 Subject to the provisions of the Companies Act, the holders of the Class C
shares shall not, as such, have any right to receive notice of, attend or
vote at meetings of shareholders.
4.2 Save and except for such dividends or distributions as are expressly
contemplated in this Section 4.0, the holders of the Class C shares shall
not be entitled to further participation in any earnings or profits of the
Company or in the value of its assets.
4.3 Annual, non-cumulative dividends may be declared by the directors on the
Class C shares provided that the aggregate amount thereof shall not be
greater than 10% of the amount of the consideration for which such shares
were issued and provided that such dividends shall only be payable if, as
and when declared and at such times and in such manner as the directors.
may determine in their discretion. The holders of the Class C shares shall
not be entitled to any dividends other than or in excess of the above
dividends.
4.4 The Company may redeem any Class C share issued by it at a price equal to
the amount of the consideration for which such share was issued. At the
time of payment of such redemption price, the Company shall pay to the
holder of said share the amount of any dividend declared thereon and
unpaid.
4.5 Upon dissolution of the Company, the holders of the Class C shares shall
be entitled to receive an amount equal to the amount of the consideration
for which such shares were issued, together with any dividends declared
thereon and unpaid, and no more, the whole in priority to the distribution
of any property to the holders of the Common, Class A and Class B shares.
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5.0 CLASS D SHARES
5.1 Subject to the provisions of the Companies Act, the holders of the Class D
shares shall not, as such, have any right to receive notice of, attend or
vote at meetings of shareholders.
5.2 Save and except for such dividends or distributions as are expressly
contemplated in this Section 5.0, the holders of the Class D shares shall
not be entitled to further participation in any earnings or profits of the
Company or in the value of its assets.
5.3 Monthly, non-cumulative dividends may be declared by the directors on the
Class D shares provided that the aggregate amount thereof shall not be
greater than FIFTY CENTS ($0.50) per share and provided that such
dividends shall only be payable if, as and when declared and at such times
and in such manner as the directors may determine in their discretion. The
holders of the Class D shares shall not be entitled to any dividends other
than or in excess of the above dividends.
5.4 The Company may, and upon the demand of any holder thereof shall, redeem
any Class D share issued by it at a price per share equal to One Hundred
Dollars ($100). At the time of payment of such redemption price, the
Company shall pay to the holder of said share the amount of any dividend
declared thereon and unpaid.
5.5 Upon dissolution of the Company the holders of the Class D shares shall be
entitled to receive an amount equal to One Hundred Dollars ($100) per
share, together with any dividends declared thereon and unpaid, and no
more, the whole in priority to the distribution of any property to the
holders of the Common, Class A, Class B and Class C shares.
6.0 CLASS E SHARES
6.1 Subject to the provisions of the Companies Act, the holders of the Class E
shares shall not, as such, have any right to receive notice of, attend or
vote at meetings of shareholders.
6.2 Save and except for such dividends or distributions as are expressly
contemplated in this Section 6.0, the holders of the Class E shares shall
not be entitled to further participation in any earnings or profits of the
Company or in the value of its assets.
6.3 Annual, non-cumulative dividends may be declared by the directors on the
Class E shares provided that the aggregate amount thereof shall not be
greater than 9% of the amount of the consideration for which such shares
were issued and
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provided that such dividends shall only be payable if, as and when
declared and at such times and in such manner as the directors may
determine in their discretion. The holders of the Class E shares shall not
be entitled to any dividends other than or in excess of the above
dividends.
6.4 The Company may, and upon the demand of any holder thereof shall, redeem
any Class E share issued by it at a price equal to the amount of the
consideration for which such share was issued. At the time of payment of
such redemption price, the Company shall pay to the holder of said share
the amount of any dividend declared thereon and unpaid.
6.5 Upon dissolution of the Company the holders of the Class E shares shall be
entitled to receive an amount equal to the amount of the consideration for
which such shares were issued, together with any dividends declared
thereon and unpaid, and no more, the whole in priority to the distribution
of any property to the holders of the Common, Class A, Class B, Class C
and Class D shares.
7.0 CLASS F SHARES
7.1 Subject to the provisions of the Companies Act, the holders of Class F
shares shall not, as such, have any right to receive notice of, attend or
vote at meetings of shareholders.
7.2 Save and except for such dividends or distributions as are expressly
contemplated in this Section 7.0, the holders of the Class F shares shall
not be entitled to further participation in any earnings or profits of the
Company or in the value of its assets.
7.3 Monthly, non-cumulative dividends may be declared by the directors on the
Class F shares provided that the aggregate amount thereof shall not be
greater than 1% of the amount of the consideration for which such shares
were issued and provided that such dividends shall only be payable if, as
and when declared and at such times and in such manner as the directors
may determine in their discretion. The holders of the Class F shares shall
not be entitled to any dividends other than or in excess of the above
dividends.
7.4 The Company may, and upon the demand of any holder thereof shall, redeem
any Class F share issued by it at a price per share equal to the amount of
the consideration for which such share was issued. At the time of payment
of such redemption price, the Company shall pay to the holder of said
share the amount of any dividend declared thereon and unpaid.
7.5 Upon dissolution of the Company, the holders of the Class F shares shall
be entitled to receive an amount equal to the
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amount of the consideration for which such shares were issued, together
with any dividends declared thereon and unpaid, and no more, the whole in
priority to the distribution of any property to the holders of any other
class of shares.
8.0 DIVIDENDS
8.1 Subject to the provisions of the Companies Act and of this Schedule, the
directors may declare dividends on both the Common and the Class A shares
or on the Class B shares, the Class C shares, the Class D shares, the
Class E shares or the Class F shares alone, at such times, in such manner
and in such amounts as they may determine in their discretion.
8.2 Nothing contained herein shall oblige the directors to declare any
dividend or, except as hereinabove provided in respect of the Common and
Class A shares, to declare a dividend on one class of shares when a
dividend is declared on another class of shares.
9.0 PURCHASE OR ACQUISITION OF SHARES BY THE COMPANY
9.1 Subject to the provisions of the Companies Act and of this Schedule, the
Company may, with the consent of the holder, purchase or otherwise acquire
any share issued by it, at such times, in such manner and for such
consideration as the directors of the Company may determine in their
discretion, provided that the Company may not purchase or otherwise
acquire any Class B, Class C, Class E or Class F share for an amount
greater than the amount of the consideration for which such share was
issued nor may the Company purchase or otherwise acquire any Class D share
for an amount greater than the redemption price thereof.
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SCHEDULE 2
1.0 The Company shall have a lien on any share registered in the name of a
shareholder or his legal representative for a debt of that shareholder to
the Company.
2.0 The number of shareholders of the Company shall be limited to fifty (50),
exclusive of persons who are in the employment of the Company or of any of
its subsidiaries and of persons who, having been formerly in the
employment of the Company or any of its subsidiaries were, while in that
employment, and have continued to be after the termination of that
employment, shareholders of the Company, two (2) or more persons who are
the joint registered owners of one (1) or more shares being counted as a
single shareholder.
3.0 Any invitation to the public to subscribe for any securities of the
Company is prohibited.
4.0 Without in any way limiting the powers conferred upon the Company or its
directors by any of the provisions of the Companies Act, but subject to
the provisions thereof, the directors of the Company may, without the
authorization of the shareholders, cause the Company to,
4.1 hypothecate or otherwise create a security interest in any property,
moveable or immoveable, present or future, which the Company may
presently own or subsequently acquire, for the purpose of securing
any bonds, debentures or securities which it is by law entitled to
issue or for the purpose of securing the performance of any
obligation of the Company;
4.2 borrow money, without limitation or restriction, upon the credit of
the Company;
4.3 issue, re-issue, sell or hypothecate debt obligations of the
Company; or
4.4 guarantee the performance of any obligation of any person.
5.0 The shareholders of the Company may participate and vote at a
shareholders' meeting by any means allowing all the participants to
communicate with each other.
6.0 The election of the directors of the Company and its annual meeting may be
held outside of the Province of Quebec.
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