EXHIBIT 3.15
CERTIFICATE OF
CONTINUANCE
THE BUSINESS CORPORATIONS ACT
I hereby certify that
GERDAU MRM STEEL INC.
is this day continued under section 181 of the Act.
Given under my hand and seal
this 7th day of July, 1995
/s/ Philip J. Flory
-----------------------------------
Philip J. Flory, Director
ARTICLES OF CONTINUANCE
The Business Corporations Act
(Section 181 and 258)
FORM 11
1. Name of Corporation:
GERDAU MRM STEEL INC.
2. The municipality in which the registered office is to be situated:
City of Regina, Province of Saskatchewan
3. The classes and any maximum number of share that the corporation is
authorized to issue:
an unlimited number of common shares
4. Restrictions, if any, on share transfers:
No transfer of shares of the Corporation shall be valid nor shall it be
registered on the securities register of the Corporation until a
majority of the directors have consented thereto, by either resolution
or instrument in writing.
5. Number (or minimum and maximum number) of directors
minimum of 1; maximum of 10
6. Restrictions, if any, on businesses the corporation may carry on or on
powers the corporation may exercise:
none
7. Other provisions if any:
(a) The number of shareholders of the Corporation, exclusive of
persons who are in its employment and exclusive of persons
who, having been formerly in the employment of the
Corporation, were, while in that employment, and have
continued after the termination of that employment to be,
shareholders of the Corporation, is limited to not more than
fifty, two or more persons who are the joint registered owners
of one or more shares being counted as one shareholder.
(b) Any invitation to the public to subscribe for any securities
of the Corporation is prohibited.
Date Name Office Held Signature
July 6, 1995 Glen Beeby Vice-President, Finance /s/ Glen Beeby
POWER OF ATTORNEY
The Business Corporations Act
(Section 268)
FORM o
Know all men by these presents that GERDAU MRM STEEL INC.
(hereinafter call the "corporation") hereby appoints:
FRED McBETH 700, 2103-11th Avenue
Regina, Sask. S4P 4G1
- --------------------------------------------------- ------------------------------------------------------
Name of Attorney in full Business address in full
- --------------------------------------------------- ------------------------------------------------------
Name of Attorney in full Business address in full
- --------------------------------------------------- ------------------------------------------------------
Name of Attorney in full Business address in full
- --------------------------------------------------- ------------------------------------------------------
Name of Attorney in full Business address in full
to act as its attorney for the purpose of receiving service of process in all
suits and proceedings by or against the corporation within Saskatchewan and for
the purpose of receiving all lawful notices; and the corporation does hereby
declare that service of process in respect of such suits and proceedings, and of
such notices, upon the attorney are legal and binding to all intents and
purposes whatsoever.
Where more than one person is hereby appointed, attorney, any one of them,
without the others, may act as true and lawful attorney of the corporation.
This appointment revokes all previous appointments.
Date Name Office Held Signature
July 6, 1995 Glen Beeby Vice-President, Finance /s/ Glen Beeby
Consent to act as Attorney
I, FRED McBETH, of 700, 2103-11th Avenue, Regina, Sask. S4P 4G1 hereby consent
to act as the attorney pursuant to the aforementioned power of attorney.
Dated this 7th day of July, 1995
/s/ Fred McBeth
------------------------------
Signature of Attorney
NOTICE OF DIRECTORS
The Business Corporations Act
(Section 101 and 108)
FORM 6
1. Name of Corporation: GERDAU MRM STEEL INC.
2. On the day of , 19 , the following
persons ceased to be directors of the corporation:
Full name Address Occupation Resident Canadian (yes or no)
--------- ------- ---------- -----------------------------
n/a
3. On the day of , 19 , the following persons became directors
of the corporation:
Full name Address Occupation Resident Canadian (yes or no)
--------- ------- ---------- -----------------------------
n/a
4. The directors of the corporation are:
Full name Address Occupation Resident Canadian (yes or no)
--------- ------- ---------- -----------------------------
Paul A. Kelly 616 Eastgate Walk Executive yes
Waterloo, Ontario
N2K 2W3
Date Name Office Held Signature
July 6, 1995 Glen Beeby Vice-President, Finance /s/ Glen Beeby
NOTICE OF REGISTERED OFFICE
The Business Corporations Act
(Section 19(2) and (4))
FORM 3
1. Name of Corporation:
GERDAU MRM STEEL INC.
2. Location of registered office:
Bank of Montreal Building
700-2103 11th Avenue
Regina, Saskatchewan
S4P 4G1
3. Mailing address of registered office including postal code:
Bank of Montreal Building
700-2103 11th Avenue
Regina, Saskatchewan
S4P 4G1
4. Effective date:
date of filing of articles of continuance
Date Name Office Held Signature
July 6, 1995 Glen Beeby Vice-President, Finance /s/ Glen Beeby
STATEMENT ON CONTINUANCE
The Business Corporations Act
FORM 28
1. Name of Corporation:
GERDAU MRM STEEL INC.
2. Corporate History:
- incorporated pursuant to the Canada Business Corporations Act
on September 27, 1994
- June 14, 1995 Certificate of Amendment issued changing name to
Gerdau MRM Steel Inc.
3. Main types of business carried on:
(a) manufacture of steel reinforcement bars and other steel
products
4. Other information:
Date Name Office Held Signature
July 6, 1995 Glen Beeby Vice-President, Finance /s/ Glen Beeby
CERTIFICATE OF
AMENDMENT
THE BUSINESS CORPORATIONS ACT
I certify that
GERDAU AMERISTEEL MRM INC.
(formerly) GERDAU MRM STEEL INC.
has amended its Articles in accordance with the attached.
Given under my hand and seal
this 15th day of January, 2003
Philip J. Flory
--------------------------------------
Director of Corporations
ARTICLES OF AMENDMENT
The Business Corporations Act
(Section 167 and 168)
FORM 4
1. Name of Corporation: GERDAU MRM STEEL INC.
Corporation No.: 611830
2. The articles of the corporation are amended as follows:
Article (1) stating the name of the corporation be changed to
"Gerdau Ameristeel MRM Inc."
3. Each amendment has been duly authorized pursuant to the requirements of
the Act.
DATE NAME OFFICE HELD SIGNATURE
January 13, 2003 Glen A. Beeby Secretary /s/ Glen A. Beeby
CERTIFICATE OF
AMENDMENT
THE BUSINESS CORPORATIONS ACT
I certify that
GERDAU AMERISTEEL MRM SPECIAL SECTIONS INC.
(formerly) GERDAU AMERISTEEL MRM INC.
has amended its Articles in accordance with the attached.
Given under my hand and seal
this 25th day of February, 2003
Philip J. Flory
----------------------------------
Director of Corporations
ARTICLES OF AMENDMENT
The Business Corporations Act
(Section 167 and 168)
FORM 4
4. Name of Corporation: GERDAU AMERISTEEL MRM INC.
Corporation No.: 611830
5. The articles of the corporation are amended as follows:
Article (1) stating the name of the corporation be changed to
"GERDAU AMERISTEEL MRM SPECIAL SECTIONS INC."
6. Each amendment has been duly authorized pursuant to the requirements of
the Act.
DATE NAME OFFICE HELD SIGNATURE
February 25, 2003 Glen Beeby Secretary /s/ Glen Beeby