EXHIBIT 3.19
Ontario Corporation Number
1414002
CERTIFICATE
This is to certify that these
articles are effective on
APRIL 19, 2000
ARTICLES OF INCORPORATION
1. The name of the corporation is:
CO-STEEL BENEFIT PLANS INC.
2. The address of the registered office is:
300 Consilium Place, Suite 800
Toronto, Ontario M1H 3G2
3. Number (or minimum and maximum number) of directors:
Minimum 1, Maximum 20
4. The first director(s) is/are:
Residence address, giving street & No. or R.R. Resident Canadian
First name, initials and surname No. or municipality and postal code. State Yes or No
- ------------------------------------- -------------------------------------------------- -----------------------------------
Terry G. Newman 128 Longwater Chase Yes
Unionville, Ontario L3R 6C4
Brett Richards 25 Windsor Valley Place Yes
Courtice, Ontario L1E 1J4
Lionel H. Schipper 33 Jackes Avenue, #701 Yes
Toronto, Ontario M4T 1E2
5. Restrictions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
There are no restrictions on business the Corporation may carry on or on
powers the Corporation may exercise.
6. The classes and any maximum number of shares that the corporation is
authorized to issue:
The Corporation is authorized to issue an unlimited number of shares of one
class, designated as 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:
The rights of the holders of Common Shares of the Corporation are equal in
all respects and include the rights,
(a) to vote at all meetings of shareholders; and,
(b) to receive the remaining property of the Corporation upon dissolution.
8. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
No shares of the Corporation shall be transferred without the consent of
the directors of the Corporation expressed by a resolution passed by the
board of directors or by an instrument or instruments in writing signed by
all of the directors then in office.
9. Other provisions, if any, are:
(a) The number of shareholders of the Corporation, exclusive of persons
who are in the employment of the Corporation, and exclusive of persons
who, having been formerly in the employment of the Corporation, were,
while in that employment, and have continued after termination of that
employment, to be shareholders of the Corporation, is limited to not
more than 50, 2 or more persons who are the joint registered owners of
1 or more shares being counted as one shareholder;
(b) Any invitation to the public to subscribe for securities of the
Corporation is prohibited;
(c) Subject to the provisions of the Business Corporations Act (Ontario)
as amended or re-enacted from time to time, the directors may, without
authorization of the shareholders:
(i) borrow money on the credit of the Corporation;
(ii) issue, re-issue, sell or pledge debt obligations of the
Corporation;
(iii) give a guarantee on behalf of the Corporation to secure
performance of an obligation of any person;
(iv) 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; and
(v) by resolution, delegate any or all such powers to a director, a
committee of directors or an officer of the Corporation.
Nothing in this paragraph (3) shall limit or restrict the borrowing of
money by the Corporation on bills of exchange or promissory notes
made, drawn, accepted or endorsed by or on behalf of the Corporation.
(d) Except in the case of any class or series of shares of the Corporation
listed on a stock exchange, the Corporation shall have a lien on the
shares registered in the name of a shareholder or his legal
representative for a debt of that shareholder to the Corporation.
(e) The holders of any fractional shares issued by the Corporation shall
be entitled to exercise voting rights and to receive dividends in
respect of each such fractional share.
(f) Holders of shares of any class or series shall not be entitled to
dissent nor to vote separately as a class or series upon a proposal to
amend the articles of the Corporation to:
(i) increase or decrease any maximum number of authorized shares of
such class or series, or increase any maximum number of
authorized shares of a class or series having rights or
privileges equal or superior to the shares of such class or
series;
(ii) effect an exchange, reclassification or cancellation of the
shares of such class or series; or
(iii) create a new class or series of shares equal or superior to the
shares of such class or series.
10. The names and addresses of the incorporators are:
Full residence address or address of registered office or
of principal place of business giving street & No. or R.R.
First name, initials and surname or corporate name No., municipality and postal code.
- ------------------------------------------------------------ ------------------------------------------------------------
Terry G. Newman 128 Longwater Chase
Unionville, Ontario L3R 6C4
Brett Richards 25 Windsor Valley Place
Courtice, Ontario L1E 1J4
Lionel H. Schipper 33 Jackes Avenue, #701
Toronto, Ontario M4T 1E2
There articles are signed in duplicate
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Signatures of incorporators
/s/ Terry G. Newman
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TERRY G. NEWMAN
/s/ Brett Richards
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BRETT RICHARDS
/s/ Lionel H. Schipper
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LIONEL H. SCHIPPER