EXHIBIT 3.23
PROVINCE OF ONTARIO
BY THE HONOURABLE
[ILLEGIBLE]
PROVINCIAL SECRETARY AND MINISTER OF CITIZENSHIP
TO ALL TO WHOM THESE PRESENTS SHALL COME
GREETING
WHEREAS The Corporations Act provides that with the exceptions therein contained
the Lieutenant Governor may in his discretion, by Letters Patent, issue a
Charter to any number of persons, not fewer than three, of twenty-one or more
years of age, who apply therefor, constituting them and any others who become
shareholders or members of the corporation thereby created a corporation for any
of the objects to which the authority of the Legislature extends;
AND WHEREAS by the said Act it is further provided that the Provincial Secretary
may in his discretion and under the Seal of his office have, use, exercise and
enjoy any power, right or authority conferred by the said Act on the Lieutenant
Governor;
AND WHEREAS by their Application in that behalf the persons herein named have
applied for the issue of a Charter constituting them a corporation for the due
carrying out of the undertaking hereinafter set forth;
AND WHEREAS it has been made to appear that the said persons have complied with
the conditions precedent to the issue of the desired Charter and that the said
undertaking is within the scope of the said Act;
AND WHEREAS by The Department of the Provincial Secretary and Citizenship Act,
1960-61 it is provided that the Provincial Secretary and Minister of Citizenship
may exercise the powers that were conferred on the Provincial Secretary at the
time the said Act came into force;
[ILLEGIBLE] THEREFORE KNOW YE that under the [ILLEGIBLE] of the
hereinbefore in part recited Acts I DO BY THESE [ILLEGIBLE] issue a Charter to
the Persons hereinafter named
[ILLEGIBLE] Ivan Milankov, Machinist, and [ILLEGIBLE] Milankov, housewife,
both of the City of Toronto, in the County of York and Province of Ontario, and
Jovan Milankov, Machinist, and Nada Milankov, housewife, both of the town of
[ILLEGIBLE], in the said County of York; constituting them and any others who
become shareholders of the Company hereby created a company under the name of
PROGRESS PRECISION MACHINERY & TOOL MANUFACTURING
LIMITED
for the following subjects, that is to say:
(a) TO manufacture, import, export, buy, sell, deal in, repair, [ILLEGIBLE] and
maintain all kinds of machinery, tools, [ILLEGIBLE] and equipment, whether moved
by mechanical power or not; and
(b) TO carry on business as iron and brass founders and manufacturers and
fabricators of and dealers in steel, iron, brass, copper, zinc, wood and other
natural products and as [ILLEGIBLE] and [ILLEGIBLE], and to manufacture, buy,
sell and deal in goods, [ILLEGIBLE] and merchandise used in whole or in part of
steel, [ILLEGIBLE], brass, copper, zinc, wood and other natural products, and to
buy, sell, and deal in hardware and specialties of all [ILLEGIBLE], machines and
[ILLEGIBLE] supplies;
[ILLEGIBLE] Company to be divided into Thirty-six [ILLEGIBLE] preference shares
with a par value of [ILLEGIBLE] and Four Thousand (4,000) common shares without
par value; provided that the common shares shall not be issued for a
consideration exceeding in amount or value the sum of Four Thousand dollars
($4,000) or such greater amount as the board of directors of the Company deems
expedient on payment to the Treasurer of Ontario of the fees payable on such
greater amount and on the issuance by the Provincial Secretary of a certificate
of such payment;
THE HEAD OFFICE of the Company to be situate in The Municipality of Metropolitan
Toronto, in the said County of York; and
THE FIRST DIRECTORS of the Company to be Ivan Milankov, [ILLEGIBLE] Milankov,
Jovan Milankov and Nada Milankov, hereinbefore mentioned;
AND IT IS [ILLEGIBLE] AND DECLARED that the said Company shall be a PRIVATE
COMPANY and that the following provisions shall apply thereto: (1) The right to
transfer shares of the Company shall be restricted in that no share shall be
transferred without the express consent of the directors, to be signified by a
resolution passed by the board; (2) The number of shareholders of the Company,
exclusive of persons who are in the employment of the Company, is hereby limited
to fifty (50), two (2) or more persons holding one (1) or more shares jointly
being counted as a single shareholder; and (3) Any invitation to the public to
subscribe for any shares or securities of the Company is hereby prohibited;
AND IT IS [ILLEGIBLE] AND DECLARED that the said non-voting preference shares
(hereinafter called the "preference shares") shall have attached thereto the
following:
(1) The preference shares shall carry the right to receive, when declared by the
board of directors, a fixed non-cumulative preferential dividend at the rate of
six per cent (6%) [ILLEGIBLE] on the amount paid up thereon, payable out of the
net profits of the Company, such dividends to be paid annually;
(2) The preference shares shall rank, both as regards dividend and repayment of
capital, in priority to all other shares of the Company but shall not
[ILLEGIBLE] any further right to participate in profits or assets;
(3) In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of preference shares shall be
entitled to receive, before any distribution of any part of the assets of the
Company among the holders of any other shares, the amount paid up thereon and
any dividends declared thereon and unpaid and no more;
(4) The Company may at its option redeem the whole or any part
[ILLEGIBLE] for each share to be redeemed [ILLEGIBLE] thereon plus a premium of
ten per cent (10%) [ILLEGIBLE]; and
(5) The holders of the preference shares shall not be entitled to vote at any
[ILLEGIBLE] of the shareholders of the Company but shall be entitled to notice
of meetings of shareholders called for the purpose of authorizing the
dissolution of the Company or the sale of its undertaking or a substantial part
thereof; the holders of the common shares shall be entitled to one (1) vote for
each common share held by them at all shareholders' meetings.
GIVEN under my hand and Seal of office at the City of Toronto in the said
Province of Ontario this twenty-third day of July in the year of Our Lord one
thousand nine hundred and sixty-five.
John [ILLEGIBLE]
John [ILLEGIBLE]
Provincial Secretary and [ILLEGIBLE]
[LOGO] Ministry of Ministere de 142088
Consumer and la Consommation
Commercial et du Commerce
Relations
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
DECEMBER 3 DECEMBRE, 1987
-------------------------
/s/ [ILLEGIBLE]
Director Le Director TRANS
Companies Branch Direction des Compagnies CODE
[c]
ARTICLE OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 1. The present name of the Denomination sociale actuelle
Business corporation is: de la compagnie:
Corporations
Act, PROGRESS PRECISION INC.
1982
Formule 2. The name of the corporation Nouvelle denomination sociale
numero 3 is changed to (If applicable): de la compagnie (s'il y a lieu):
Loi de 1982 ----------------------------------------------------------------
sur les ----------------------------------------------------------------
compagnies ----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
3. Date of incorporation/ Date de la constitution ou
amalgamation: de la fusion:
July 23rd, 1965
-------------------------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
4. The articles of the corporation, are amended as follows:
Les statuts de la compagnie sont modifies de la facon suivante:
BE IT RESOLVED as a special resolution of the Corporation that
the Letters Patent of the Corporation are hereby amended to
change the 36,000 authorized preference shares of capital of
the Corporation to:
an unlimited number of Class A special retractable, redeemable
voting shares without par value, and
an unlimited number of Class B special non-voting,
non-retractable, redeemable shares without par value.
1A
The 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:
1. The Class A special shares shall have attaching thereto as a class, the
following rights, privileges, restrictions and conditions:
(a) the holders of the Class A special shares shall in each year in the
discretion of the directors, but always in preference and priority to any
payment of dividends on the Class B special shares and the common shares for
such year, be entitled, out of any of all profits or surplus available for
dividends, to such non-cumulative dividends at the rate of 1/2% per month on the
amount paid to the Corporation for such share. If in any year, after providing
for the full dividend on the Class A special shares, there shall remain any
profits or surplus available for dividends, such profits or surplus or any part
thereof may, in the discretion of the directors, be applied to dividends on the
Class B special shares and the Common shares; the holders of Class A special
shares shall not be entitled to any dividend other than or in excess of the
non-cumulative dividends at the said rate hereinbefore provided for;
(b) the Class A special shares shall rank, both as regards dividends and
return of capital, in priority to the Class B special shares and the common
shares of the Corporation but shall not confer any further right to participate
in profits or assets. Except with the consent in writing of all the Class A
special shares outstanding, no dividend shall at any time be declared and paid
on or set apart for payment on the Class B special shares or common shares in
any fiscal year unless and until the preferential non-cumulative dividend on all
the class A shares outstanding in respect of such fiscal year has been declared
and paid or set apart for payment;
(c) the Corporation may redeem the whole or any part of the Class A
special shares on payment for each share to be redeemed of the amount paid to
the Corporation for such shares, together with all dividends declared thereon
and unpaid (the "redemption price"). In case a part only of the then outstanding
Class A special shares is at any time to be redeemed the shares so to be
redeemed shall be selected by lot in such manner as the directors in their
discretion shall decide or, if the directors so determine, may be redeemed pro
rate, disregarding fractions, and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares.
(d) the corporation shall have the right at its option at any time and
from time to time to purchase for cancellation the whole or any of the Class A
special shares pursuant to tenders or, with the unanimous consent of the holders
of all issued Class A special shares, by private contract at the
1B
lowest price at which, in the opinion of the directors, such shares are
obtainable but not exceeding the redemption price. If, in response to an
invitation for tenders, two or more shareholders submit tenders at the same
price and if such tenders are accepted by the Corporation in whole or in part,
then unless the Corporation accepts all such tenders in whole, the Corporation
shall accept such tenders in proportion as nearly as may be to the number of
shares offered in each such tender.
(e) in the event of the liquidation, or dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Class A
special shares shall be entitled to receive, before any distribution of any part
of the assets of the Corporation among the holders of the Class B special shares
and the common shares, an amount equal to the redemption price and no more.
(f) subject to applicable law the holders of the Class A special shares shall
have voting rights for the election of directors or for any other purpose, and
shall therefore be entitled to notice of meetings of the shareholders.
(g) the foregoing provisions, the provisions of this paragraph and the
provisions of paragraph (h) hereof may be repealed, altered, modified or amended
by articles of amendment, but only with the approval of the holders of the Class
A special shares given as hereinafter specified in addition to any other
approval required by the Business Corporations Act, 1982; and
(h) the approval of the holders of the Class A special shares as to any and
all matters referred to herein may be given by special resolution sanctioned at
a meeting of holders of the Class A special shares duly called and held upon at
least 10 days' notice at which the holders of at least a majority of the
outstanding class A special shares are present or represented by proxy and
carried by the affirmative votes of the holders of not less than two-thirds of
the Class A special shares represented and voted at such meeting cast on a poll.
On every poll taken at such meeting every holder of Class A special shares shall
be entitled to one (1) vote in respect of each Class A special share held.
2. The Class B special shares shall have attaching thereto, as a class, the
following rights, privileges, restrictions and conditions.
(a) the holders of the Class B special shares shall in each year in the
discretion of the directors together with the common shares be entitled, out of
any or all profits or surplus available for dividends, to such non-cumulative
dividends at the rate to be determined by the Board of Directors on the amount
paid to the Corporation for such share. If in any year, after providing for the
full dividend on the Class B special shares, there shall remain any profits or
surplus
1C
available for dividends, such profits or surplus or any part thereof may, in the
discretion of the directors be applied to dividends on the common shares; the
holders of the Class B special shares shall not be entitled to any dividend
other than or in excess of the non-cumulative dividend at the said rate
hereinbefore provided for.
(b) the Class B special shares shall rank both as regards dividends and return
capital, equal to the common shares of the Corporation, but shall not confer any
further right to participate in profits or assets.
(c) the Corporation may redeem the whole or any part of the Class B special
shares on payment for each share to be redeemed of the amount paid to the
Corporation for such shares, together with all dividends declared thereon and
unpaid (the "redemption price"). In case a part only of the then outstanding
Class B special shares is at any time to be redeemed the shares so to be
redeemed shall be selected by lot in such manner as the directors in their
discretion shall decide or, if the directors so determine, may be redeemed pro
rate, disregarding fractions, and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares.
(d) the Corporation shall not have the right to purchase for cancellation the
whole or any of the Class B special shares.
(e) in the event of the liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the Class B
special shares shall be entitled to receive, before any distribution of any part
of the assets of the Corporation among the holders of the common shares, an
amount equal to the redemption price and no more.
(f) subject to application law the holders of the Class B special shares shall
not, as such, have any voting rights for the election of directors or for any
other purpose nor shall they be entitled to attend shareholders' meetings. The
holders of the Class B special shares, however, shall be entitled to notice of
meetings of the shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale of its undertaking or a substantial
part thereof.
(g) the foregoing provisions, the provisions of this paragraph and the
provisions of paragraph (h) hereof may be repealed, altered, modified or amended
by Articles of Amendment but only with the approval of the holders of the Class
B special shares given as hereinafter specified in addition to any other
approval required by the Business Corporations Act, 1982; and,
(h) the approval of the holders of the Class B special shares as to any and
all matters referred to herein may be given by special resolution sanctioned at
a meeting of the holders of the Class B special shares duly called and held upon
at least
1D
ten days' notice at which the holders of at least a majority of the outstanding
Class B special shares are present or represented by proxy and carried by the
affirmative votes of the holders of not less than two-thirds of the Class B
special shares represented and voted at such meeting cast on a poll. On every
poll taken at such meeting every holder of Class B special shares shall be
entitled to one (1) vote in respect of each Class B special share held.
2
5. The amendment has been duly authorized La modification a ete dument
as required by Sections 167 and 169 (as autorisee conformement a l'article
applicable) of the Business 167 et, s'il y a lieu, article 169
Corporations Act. de la Loi sur les compagnies.
6. The resolution authorizing the Les actionnaires ou les
amendment was approved by the administrateurs (le cas echeant) de
shareholders/directors (as applicable) la compagnie ont approuve la
of the corporation on resolution autorisant la
modification
9th day of October, 1987
-------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
These articles are signed in duplicate. Les presents statuts sont signes en
double exemplaire.
PROGRESS PRECISION INC.
--------------------------------------
(Name of Corporation)
(Denomination sociale de la compagnie)
By/Par: [ILLEGIBLE] President
-----------------------------------------
[Signature] (Description of office)
[Signature] (Fonction)
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la Compagnie en Ontario
[LOGO] Ministry of Ministere de 142088
Consumer and la Consommation
Commercial at du Commerce
Relations
CERTIFICATE CERTIFICATE
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
DECEMBER 12 DECEMBRE, 1984
- -------------------------
/S/ [ILLEGIBLE]
Controleur des Dossiers TRANS
Controller of Records Direction des Compagnies CODE
Companies Branch [c]
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 1. The present name of the Denomination sociale actuelle
Business corporation is: de la compagnie:
Corporations
Act, PROGRESS PRECISION MACHINERY
1982
Formule TOOL MANUFACTURING LIMITED
numero 3
Loi de 1982 2. The name of the corporation Nouvelle denomination sociale
sur les is changed to (if applicable): de la companie (s'il y a lieu):
compagnies
PROGRESS PRECISION INC.
3. Date of incorporation/ Date de la constitution ou
amalgamation: de la fusion:
JULY 23, 1965
------------------------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
4. The articles of the Les statuts de la compagnie
corporation are amended as sont modifies de la facon
follows: suivante:
BE IT RESOLVED as a special resolution of the Corporation that the
Letters Patent of the Corporation are hereby amended to change the
name of the Corporation from PROGRESS PRECISION MACHINERY & TOOL
MANUFACTURING LIMITED to
PROGRESS PRECISION INC.
5. The amendment has been duly authorized La modification a ete dument
as required by Sections 187 and 169 (as autorisee conformement a l'article
applicable) of the Business 167 et, s'il y lieu, article 169
Corporations Act. de la Loi sur les compagnies.
6. The resolution authorizing the Les actionnaires ou les
amendment was approved by the administrateurs (le cas echeant) de
shareholders/directors (as applicable) la compagnie ont approuve la
of the corporation on resolution autorisant la
modification
NOVEMBER 27th, 1984
-------------------------------------------------
(Day, Month, Year)
(jour, mois, annee)
These articles are signed in duplicate. Les presents statuts sont signes en
double exemplaire.
PROGRESS PRECISION MACHINERY &
TOOL MANUFACTURING LIMITED
-----------------------------------
(Name of Corporation)
(Denomination sociale de la compagnie)
By/Par: [ILLEGIBLE] President
-----------------------------------------
[Signature] (Description of office)
[Signature] (Fonction)
1.
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la societe en Ontario
[LOGO] Ministry of Ministere de 142088
Consumer and la Consommation
Commercial et du Commercial
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les
articles are effective on statuts entrent en vigueur le
MARCH 15 MARS, 2001
- ----------------------------
/S/ [ILLEGIBLE]
Director/Directrice
Business Corporations Act/Loi sur les societes par actions
ARTICLES OF AMENDMENT
STATUTS MODIFICATION
Form 3 1. The name of the corporation Denomination sociale de la
Business is: societe:
Corporations
Act. PROGRESS PRECISION INC.
Formule 3
Loi sur les 2. The name of the corporation Nouvelle denomination sociale
societes par is changed to (If applicable): de la societe (s'il y a lieu):
actions
3. Date of incorporation/ Date de la constitution ou
amalgamation: de la fusion:
1965 / July / 23
- --------------------------------------------------------------------------------
(Day, Month, Year)
(annee, mois, jour)
4. The articles of the Les statuts de la societe sont
corporations are amended as modifies de la facon suivante.
follows:
See Annexed
1a
(1) To change the number of directors of the corporation to a minimum of 1
and a maximum of 20 directors.
(2) To delete all the objects of the corporation set out in its articles and
to remove any restriction upon the business or the businesses that the
corporation may carry on or upon the powers that the corporation may exercise.
(3) To reorganize the share capital of the corporation:
(a) to remove the maximum number of common shares that the corporation
is authorized to issue and to delete the reference to the aggregate
consideration for which the common shares may be issued;
(4) To add the following provision:
(a) Each holder of a fractional share issued by the corporation is
entitled to exercise voting rights and to receive a dividend in respect of
each such fractional share to the extent of such fraction.
(b) The corporation has a lien on each share registered in the name of a
shareholder or his legal representative for a debt of that shareholder to
the corporation.
(c) Without in any way limiting the powers of the corporation, or of the
directors, as set forth in the Business Corporations Act (Ontario), as
amended or re-enacted from time to time, the directors of the corporation
may, without authorization of the shareholders,
(i) borrow money upon the credit of the corporation;
(ii) issue, reissue, sell or pledge debt obligations of the
corporation;
(iii) 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.
(d) Articles of dissolution may be filed when authorized by at least a
majority of the votes of all shareholders entitled to vote at a meeting of
shareholders duly called to authorize the dissolution.
2.
5. The amendment has been duly authorized La modification a ete dument
as required by Sections 168 and 170 autorisee conformement aux article
(as applicable) of the Business 168 et 178 (selon le cas) de la Loi
Corporations Act. sur les societes par actions.
6. The resolution authorizing the Les actionnaires ou les
amendment was approved by the administrateurs (selon le cas) de
shareholders/directors (as applicable) la societe ont approuve la
of the corporation on resolution autorisant la
modification le
2001 / March / 13
-------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate. Les presents statuts sont signes en
double exemplaire.
PROGRESS PRECISION INC.
--------------------------------------
(Name of Corporation)
(Denomination sociale de societe)
By/Par: /s/ Bosko Milankov
-----------------------------------------
[Signature] (Description of Office)
[Signature] (Fonction)
Bosko Milankov - President