EXHIBIT 4.2
BUSINESS CORPORATIONS ACT (YUKON)
(SECTION 30 OR 179)
FORM 5-01
ARTICLES OF AMENDMENT
1. Name of Corporation: PLC SYSTEMS INC.
2. Corporate Access Number: 27034
3. The Articles of the above named Corporation are amended pursuant to a
court order:
Yes _______ No ___X___
4. The Articles of the above named Corporation are amended as follows:
1. Paragraph (3) of Appendix 2 attached to the Corporation's
Articles of Continuance be deleted and replaced with the
following:
(3) At each annual meeting of the Corporation, the
Corporation shall, subject to subparagraphs (4) and
(5) below, elect directors to the Board of Directors
as may be required to fill any positions vacated by
reason of the expiration of the term of office of one
or more of the directors. A director may be elected
for a term of office of one or more years of office
as may be specified in the resolution by which he is
elected. In this part, "year of office" means the
period of time commencing on the date of an annual
general meeting of the Corporation and ending on the
date of the annual general meeting held in the next
subsequent calendar year. If in any calendar year the
Corporation does not hold an annual general meeting,
the directors whose terms of office would have
expired in such calendar year shall be deemed to have
been elected as directors on the last date on which
the annual general meeting could have been held in
such calendar year pursuant to the BUSINESS
CORPORATIONS ACT (Yukon) and each director so deemed
elected may hold office until the next annual general
meeting is held and other directors are elected.
(4) The directors or the shareholders may fix the number
of directors on the Board of Directors from time to
time as long as the total number of directors is
neither greater than the maximum nor less than the
minimum number of directors fixed pursuant to
paragraph 4 of the Articles of Continuance and
provided that the shareholders or directors are not
varying the term of office of any director whose
office has not expired. The directors or the
shareholders, by special resolution, may vary the
term of office of any director.
(5) A vacancy on the Board of Directors shall not exist
where the directors or the shareholders decrease the
number of directors upon the expiration of the term
of office of one or more of the directors as long as
the total number of directors is not less than the
minimum number of directors fixed pursuant to
paragraph 4 of the Articles of Continuance.
2. For greater certainty, Appendix 2, as amended, is attached
hereto in its entirety.
5. Date Signature Title
6-14-02 /s/ JAMES G. THOMASCH CFO
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APPENDIX "2"
ATTACHED TO AND FORMING PART OF THE FORM 3-01
ARTICLES OF CONTINUANCE OF
PLC SYSTEMS INC.
(THE "CORPORATION")
(1) The Directors of the Corporation may, between annual general meetings of
the Corporation, appoint one or more additional directors 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, and in no
event shall the total number of directors exceed the maximum number of
directors fixed pursuant to paragraph 4 of the Articles of Continuance.
(2) Meeting of Shareholders shall be held in the Cities of Boston, in the State
of Massachusetts, New York, in the State of New York, Vancouver in the
Province of British Columbia or such other place or places as the directors
in their absolute discretion may determine from time to time.
(3) At each annual meeting of the Corporation, the Corporation shall, subject
to subparagraphs (4) and (5) below, elect directors to the Board of
Directors as may be required to fill any positions vacated by reason of the
expiration of the term of office of one or more of the directors. A
director may be elected for a term of office of one or more years of office
as may be specified in the resolution by which he is elected. In this part,
"year of office" means the period of time commencing on the date of an
annual general meeting of the Corporation and ending on the date of the
annual general meeting held in the next subsequent calendar year. If in any
calendar year the Corporation does not hold an annual general meeting, the
directors whose terms of office would have expired in such calendar year
shall be deemed to have been elected as directors on the last date on which
the annual general meeting could have been held in such calendar year
pursuant to the BUSINESS CORPORATIONS ACT (Yukon) and each director so
deemed elected may hold office until the next annual general meeting is
held and other directors are elected.
(4) The directors or the shareholders may fix the number of directors on the
Board of Directors from time to time as long as the total number of
directors is neither greater than the maximum nor less than the minimum
number of directors fixed pursuant to paragraph 4 of the Articles of
Continuance and provided that the shareholders or directors are not varying
the term of office of any director whose office has not expired. The
directors or the shareholders, by special resolution, may vary the term of
office of any director.
(5) A vacancy on the Board of Directors shall not exist where the directors or
the shareholders decrease the number of directors upon the expiration of
the term of office of one or more of the directors as long as the total
number of directors is not less than the minimum number of directors fixed
pursuant to paragraph 4 of the Articles of Continuance.
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YUKON BUSINESS CORPORATIONS ACT
(SECTION 190)
FORM 3-01
ARTICLES OF CONTINUANCE
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1. NAME OF CORPORATION:
PLC SYSTEMS INC.
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2. 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 common
shares and an unlimited number of preferred shares, issuable in series,
having the special rights and restrictions set forth in Appendix "1"
hereto.
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3. RESTRICTIONS, IF ANY, ON SHARE TRANSFERS:
None.
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4. NUMBER (OR MINIMUM OR MAXIMUM NUMBER) OF DIRECTORS:
Minimum of 3 Maximum of 20
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5. RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON:
The Corporation is restricted from carrying on the business of a
railway, steamship, air transport, canal, telegraph or irrigation
company.
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6. IF CHANGE OF NAME EFFECTED, PREVIOUS NAME:
Not applicable.
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7. DETAILS OF INCORPORATION:
The Corporation was incorporated on March 3, 1987 under the name "Videx
Communication Systems Inc." by registration of memorandum pursuant to
the COMPANY ACT (British Columbia) under Certificate of Incorporation
No. 322734. The Corporation changed its name on May 20, 1987 to PLC
Systems Inc.
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8. OTHER PROVISIONS, IF ANY:
See attached Appendix "2" hereto.
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9. DATE: March 4, 1999 SIGNATURE: /s/ Jennifer T. Miller TITLE: Secretary
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APPENDIX "1"
ATTACHED TO AND FORMING PART OF FORM 3-01
ARTICLES OF CONTINUANCE OF
PLC SYSTEMS INC.
(THE "CORPORATION")
The following special rights and restrictions shall be attached to the preferred
shares ("preferred shares"):
(i) The preferred shares as a class shall have attached thereto the
special rights and restrictions specified in this Appendix "1";
(ii) Preferred shares may at any time and from time to time be issued in
one or more series. The directors may from time to time by resolution
passed before the issue of any preferred shares of any particular
series, alter the Articles of the Company to fix the number of
preferred shares of any particular series, alter the Articles of the
Company to fix the number of preferred shares in, and to determine the
designation of the preferred shares of, that series and alter the
Articles to create, define and attach special rights and restrictions
to the preferred shares of that series including, but without in any
way limiting or restricting the generality of the foregoing: the rate
or amount of dividends, whether cumulative, non-cumulative or
partially cumulative; the dates, places and currencies of payment
thereof; the consideration for, and the terms and conditions of, any
purchase for cancellation or redemption thereof, including redemption
after a fixed term or at a premium; conversion or exchange rights or
rights of retraction (provided that any such conversion or exchange
rights or rights of retraction shall be in accordance with the
provisions existing at the time of creation of such series relating to
conversion, exchange, or retraction as prescribed by the policies of
the American Stock Exchange or any other stock exchange on which the
shares of the Company are then listed); the terms and conditions of
any share purchase plan or sinking fund; and voting rights and
restrictions, but no special right or restriction so created, defined
or attached shall contravene the provisions of subclauses (iii) and
(iv) of this Appendix "1";
(iii) Holders of preferred shares shall be entitled, on the distribution of
assets of the Company or on the liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary, or on any other
distribution of assets of the Company among its shareholders for the
purpose of winding-up its affairs, to receive before any distribution
to be made to holders of common shares or any other shares of the
Company ranking junior to the preferred shares with respect to
repayment of capital, the amount due to such holders of preferred
shares in accordance with the Articles with respect to each preferred
share held by them, together with all accrued and unpaid cumulative
dividends, (if any and if preferential) thereon, and all declared and
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unpaid non-cumulative dividends (if any and if preferential) thereon.
After payment to holders of preferred shares of the amounts so payable
to them, such holders shall not be entitled to share in any further
distribution of the property or assets of the Company except as
specifically provided in the special rights and restrictions attached
to any particular series of the preferred shares; and
(iv) Except for such voting rights as may be attached to any series of the
preferred shares by the directors, holders of preferred shares shall
not be entitled as such to vote at, any general meeting of
shareholders of the Company. Holders of preferred shares shall be
given notice of and be invited to attend meetings of voting
shareholders of the Company.
APPENDIX "2"
ATTACHED TO AND FORMING PART OF THE FORM 3-01
ARTICLES OF CONTINUANCE OF
PLC SYSTEMS INC.
(THE "CORPORATION")
(1) The Directors of the Corporation may, between annual general meetings
of the Corporation, appoint one or more additional directors 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, and in no event shall the total number of directors exceed
the maximum number of directors fixed pursuant to paragraph 4 of the
Articles of Continuance.
(2) Meeting of Shareholders shall be held in the Cities of Boston, in the
State of Massachusetts, New York, in the State of New York, Vancouver
in the Province of British Columbia or such other place or places as
the directors in their absolute discretion may determine from time to
time.
(3) At each annual general meeting of the Company, the Company shall elect
directors to the Board of Directors as may be required to fill any
positions vacated by reason of the expiration of the term of office of
one or more of the directors. A director may be elected for a term of
office of one or more years of office as may be specified in the
resolution by which he is elected. In this part, "year or office"
means the period of time commencing on the date of an annual general
meeting of the Company and ending on the date of the annual general
meeting held in the next subsequent calendar year. If in any calendar
year the Company does not hold an annual general meeting, the
directors whose terms of office would have expired in such calendar
year shall be deemed to have been elected as directors on the last
date on which the annual general meeting could have been held in such
calendar year pursuant to the Yukon Business Corporations Act and each
director so deemed elected may hold office until the next annual
general meeting is held and other directors are elected. The
shareholders may, by special resolution, vary the term of office of
any director.
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