For Ministry Use Only Ontario Corporation
A l'usage exclusif du ministere Number
Numero de la societe en
Ontario
219837
Ministry of Ministere de
Consumer and la Consommation
Commercial et du Commerce
Ontario Relations
CERTIFICATE CERTIFICAT
This is to certify Ceci certie que
that these les presents
articles are status entrent en
effective on vigueur le
May 27 MAI, 1997
Director/Directeur
Business Corporations Act/Los de sur les compagnies
---------------------------------------------------------------
Form 3
Business
Corporations
Act
Formula 3
Loi sur les
societes par
actions
ARTICLES OF AMENDMENT
STATUS OF MODIFICATION
1. The name of the Denomination sociale de la
corporation is: societe
A M E R I C A N E C O C O R P O R A T I O N
2. The name of the corporation is changed to (if Nouvelle
denomination sociale de la societe (s'il y a lieu):
applicable):
N / A
3. Date of incorporation/ Date de la constitution ou de
amalgamation: la fusion:
1969/02/06
-------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the Les statuts de la societe de
corporation are amended la facon suivante.
as follows:
The Articles of the Corporation be and they are hereby
amended as follows:
1. by decreasing the authorized capital of the
Corporation by deleting the Class A Preference
Shares and the Class A Preference Shares, Series 1
(none of which are issued and outstanding);
2. by increasing the authorized capital of the
Corporation by creating an unlimited number of
preference shares, issuable in series;
3. by declaring that the capital of the Corporation after
giving affect to the foregoing consists of an unlimited
number of preference shares, issuable in series and an
unlimited number of common shares;
4. by deleting the existing share conditions attaching to
the Class A Preference Shares, Class A Preference
Shares, Series 1 and common shares;
5. by providing that the rights, privileges, restrictions
and conditions attaching to the preference shares and
common shares are as follows:
A. PREFERENCE SHARES
-----------------
The preference shares, as a class, shall have attached
thereto the following rights, privileges, restrictions and
conditions:
1. Directors' Authority to Issue in One or More Series
---------------------------------------------------
1.1 The directors of the Corporation may issue the
preference shares at any time and from time to time in one
or more series. Before any shares of a particular series
are issued, the directors of the Corporation shall fix the
number of shares in such series and shall determine, subject
to the limitations set out in the articles, the designation,
rights, privileges, restrictions and conditions to be
attached to the shares of such series, including, but
without in any way limiting or restricting the generality of
the foregoing, the rate or rates, amount or method or
methods of calculation of any dividends thereon and whether
such rate(s), amount or method(s) of calculation shall be
subject to change or adjustment in the future, the currency
or currencies of payment, the date or dates and place or
places of payment thereof and the date or dates from which
such dividends shall accrue, the consideration and the terms
and conditions of any purchase for cancellation, retraction
or redemption rights (if any), the conversion or exchange
rights attached thereto (if any) and the terms and
conditions of any purchase obligation or sinking fund or
other provisions attaching thereto. Before the issue of a
series of preference shares,the directors of the Corporation
shall send to the Director appointed under the Business
Corporations Act, Ontario (as now enacted or from time to
time amended, re-enacted or replaced) (the "Act") articles
of amendment in prescribed form containing a description of
such series including the number of shares in such series
and the designation, rights, privileges, restrictions and
conditions determined by the directors.
2. Ranking of Preference Shares
----------------------------
2.1 No rights, privileges, restrictions or conditions
attaching to a series of preference shares shall confer upon
the shares of a series a priority in respect of dividends or
in respect of return of capital in the event of the
liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, over the shares of any
other series of preference shares.
2.2 The preference shares, as a class, shall be entitled to
such priority over the common shares of the Corporation and
over any other shares of any other class of the Corporation
ranking junior to the preference shares with respect to
priority in the payment of dividends and/or the return of
capital and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution
of the assets of the Corporation among its shareholders for
the purpose of winding-up its affairs as the directors of
the Corporation shall determine at the time of determining
the number and designation of, and the rights, privileges,
restrictions and conditions attaching to, the series of
preference shares. The preference shares of any series may
also be given such other preferences not inconsistent with
the preferences so determined to attach to the preference
shares as a class not inconsistent with the provisions
hereof over the common shares and over any other shares
ranking junior to the preference shares as the directors of
the Corporation may determine at the time of determining the
number and designation of, and the rights, privileges,
restrictions and conditions attached to, the shares of such
series.
2.3 If any amount of cumulative dividends, whether or not
declared, or declared non-cumulative dividends or amounts
payable on a return of capital in the event of the
liquidation, dissolution or winding-up of the Corporation in
respect of a series of preference shares is not paid in
full, the preference shares of all series shall participate
rateably in respect of all accumulated cumulative
dividends,whether or not declared,and all declared non-
cumulative dividends, and in respect of amounts payable on
return of capital in the event of liquidation, dissolution
or winding-up of the Corporation; provided, however,that in
the event of there being insufficient assets to satisfy in
full all such claims as aforesaid, the claims of the holders
of the preference shares with respect to amounts payable on
return of capital shall first be paid and satisfied and any
assets remaining thereafter shall be applied toward the
payment and satisfaction of claims in respect of dividends.
3. Voting Rights
-------------
3.1 Except as herein specifically provided or as otherwise
provided by law, the holders of the preference shares shall
not be entitled as such to receive notice of, to attend or
to vote at any meeting of the shareholders of the
Corporation. The holders of the preference shares shall be
entitled to receive notice of meetings of shareholders of
the Corporation called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or
exchange of all or substantially all the property of the
Corporation other than in the ordinary course of business of
the Corporation under subsection 184(3) of the Act.
4. Modification
------------
4.1 The rights, privileges, restrictions and conditions
attaching to the preference shares, as a class, may not be
deleted, amended, modified or varied in whole or in part
except with the prior approval of the holders of the
preference shares given as hereinafter specified in addition
to any other approval required by the Act.
4.2 The approval of the holders of the preference shares
with respect to any and all matters hereinbefore referred to
may be given by not less than two-thirds of the votes cast
at a meeting of the holders of the preference shares duly
called for that purpose and held upon at least 21 days'
notice at which the holders of not less than 25 per cent of
the outstanding preference shares are present or represented
by proxy. If at any such meeting the holders of 25 per cent
of the outstanding preference shares are not present or
represented by proxy within one-half hour after the time
appointed for such meeting, then the meeting shall be
adjourned to such date being not less than 30 days later and
at such time and place as may be determined by the person
appointed as chairman by the persons present and entitled to
vote at such meeting (and, for such purpose, the presence of
one holder of preference shares or of a proxy therefor shall
constitute a quorum) and no less than 21 days' notice shall
be given of such adjourned meeting. At such adjourned
meeting the holders of the preference shares present or
represented by proxy may transact the business for which the
meeting was originally called and a resolution passed
thereat by not less than two-thirds of the votes cast at
such adjourned meeting shall constitute the approval of the
holders of the preference shares referred to above. The
formalities to be observed in respect of the giving of
notice of any such meeting or any adjourned meeting and the
conduct thereof shall be those from time to time prescribed
by the Act and the by-laws of the Corporation with respect
to meetings of shareholders. On every poll taken at a
meeting of holders of preference shares as a class, each
holder of preference shares entitled to vote thereat shall
have one vote in respect of each $1.00 of stated capital
attributable to each preference share held by him.
B. COMMON SHARES
-------------
The common shares, as a class, shall have attached thereto
the following rights, privileges, restrictions and
conditions:
1. Dividends
---------
1.1 Subject to the prior rights of the holders of any
shares of the Corporation ranking senior to the common
shares with respect to priority in the payment of dividends,
the holders of the common shares shall be entitled to
receive dividends and the Corporation shall pay dividends
thereon, as and when declared by the Board of Directors of
the Corporation out of assets properly applicable to the
payment of dividends, in such amount and in such form as the
Board of Directors may from time to time determine and all
dividends which the directors may declare on the common
shares shall be declared and paid in equal amounts per share
on all common shares at the time outstanding. Cheques of
the Corporation payable at par at any branch of the
Corporation's bankers for the time being in Canada shall be
issued in respect of any such dividends payable in cash
(less any tax required to be withheld by the Corporation)
and payment thereof shall satisfy such dividends. Dividends
which are represented by a cheque which has not been
presented to the Corporation's bankers for payment or that
otherwise remain unclaimed for a period of six years from
the date on which they were declared to be payable shall be
forfeited to the Corporation.
2. Dissolution
-----------
2.1 In the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or
involuntary, or any other distribution of assets of the
Corporation among its shareholders for the purpose of
winding-up its affairs, subject to the prior rights of the
holders of any shares of the Corporation ranking senior to
the common shares with respect to priority in the
distribution of assets upon liquidation, dissolution or
winding-up, the holders of the common shares shall be
entitled to receive the remaining property and assets of the
Corporation and to participate equally in any distribution
thereof without preference or distinction.
3. Voting Rights
-------------
3.1 The holders of the common shares shall e entitled to
receive notice of and to attend all meetings of the
shareholders of the Corporation. At any such meeting other
than a meeting at which only holders of another specified
class or series of shares of the Corporation are entitled to
vote separately as a class or series, each common share
shall confer one vote.
4. Creation of other Voting Shares
-------------------------------
4.1 No other class or series of shares of the Corporation,
other than the common shares, carrying the right to vote at
a meeting of the Corporation (other than a meeting at which
only the holders of a particular class or series of shares
of the Corporation are entitled to vote separately as a
class or series) either under all circumstances or under
certain circumstances that have occurred and are continuing
shall be authorized without the affirmative vote of a
majority of the votes cast at a meeting of the holders of
common shares voting separately as a class.
5. The amendment has been duly authorized as required by
Sections 168 & 170 (as applicable)
La modification a ete dument autorisee by conformement
aux articles 168 et 170 Corporations Act. (selon le
cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved
by the shareholders/directors (as applicable) of the
corporation on
Les actionnaires ou les administrateurs (selon le cas)
de la societe ont approuve la resolution autorisant la
modification le
1997/05/07
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(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents status sont siges en double exemplaire.
AMERICAN ECO CORPORATION
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
President &
By/Par: /s/ Michael E. McGinnis C.E.O.
------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
CERTIFICATE
The undersigned John C. Pennie, being the duly elected or
appointed Vice-Chairman of the Board of American ECO Corporation
(the "Corporation") does hereby certify that attached hereto is a
true and correct copy of resolutions of the shareholders of the
Corporation duly passed on May 7, 1997 (regarding the approval of
future private placements) and that the same are still in full
force and effect, unamended as of the date hereof.
DATED at Toronto this 28th day of May , 1997.
------ ----------
/s/ John C. Pennie
---------------------------
John C. Pennie
APPROVAL OF FUTURE PRIVATE PLACEMENTS
-------------------------------------
The Chairman stated that the next item of business is the
authorization and approval of future private placements and that
the affirmative vote of at least a majority of the votes cast in
respect thereof is required in order to pass such resolution.
The Chairman stated that the Scrutineers' report shows that the
following resolution has been duly carried by a majority of the
votes cast as the meeting:
NOW THEREFORE BE IT RESOLVED THAT:
1. The directors of the Corporation be and they are hereby
authorized and directed to arrange from time to time,
additional private placements in the capital of the
Corporation, subject to the following terms:
(a) All private placement financings will be carried
out by the Corporation in accordance with the
guidelines of The Toronto Stock Exchange and
specifically paragraphs 619 and 622 of The Toronto
Stock Exchange Company Manual.
(b) The future private placements will not result in
additional shares of the Corporation being issued
in an amount exceeding the current number of
issued and outstanding shares in the aggregate of
the Corporation.
(c) Any of the future private placements would be
substantially at arm's length and would not
materially affect control of the Corporation.
2. Any one director of officer of the Corporation be and
he is hereby authorized and directed to execute and deliver
under the corporate seal or otherwise all such deed,
documents, instruments and assurances and to do all such
acts and things as in his opinion may be necessary or
desirable to give effect to this resolution.
The Chairman declared that if any shareholder or proxy nominee is
interested in the exact number of votes cast in favour of or
against the resolution which has been voted upon by poll, he or
she may obtain particulars after the meeting on enquiry from the
Secretary. Attached to these minutes is a copy of such ballot
results.