EXHIBIT 3.25
450500
----------------
CERTIFICATE
[LOGO] Ministry of
Consumer and
Commercial
Ontario Relations
THIS IS TO CERTIFY THAT THESE
ARTICLES ARE EFFECTIVE ON
JULY 4, 1980
/s/ [ILLEGIBLE]
--------------------- Trans Line Comp Method
CONTROLLER OF RECORDS Code No. Stat Type Incorp.
COMPANIES SERVICES BRANCH ----- ---- ---- ---- -------
[A] [0] [0] [A] [3]
18 20 28 29 30
Notice
Share Reg'd Jurisdiction
----- ------ ----------------
[S] [N] [ONTARIO]
31 32 33 47
ARTICLES OF INCORPORATION
Form 1 1. THE NAME OF THE CORPORATION IS
The Business
Corporation 450500 ONTARIO LIMITED
Act
2. THE ADDRESS OF THE HEAD OFFICE IS
875 Ouellette Avenue
-------------------------------------------------------------
(Street & Number or R.R. Number & if Multi-Office
Building give Room No.)
Windsor [N 9 A 6 S 7]
---------------------------------------------------------------
(Name of Municipality or Post Office) (Postal Code)
City of Windsor County of Essex
--------------------------------- in the ----------------------
(Name of Municipality, Geographical (County, District,
Township) Regional Municipality)
3. THE NUMBER OF DIRECTORS IS ONE
4. THE FIRST DIRECTOR(S) IS/ARE
RESIDENCE ADDRESS, GIVING STREET &
NAME IN FULL, INCLUDING NO. OR R.R. NO. & MUNICIPALITY OR
ALL GIVEN NAMES POST OFFICE AND POSTAL CODE
------------------------ -------------------------------------
ALLAN MUIR PATON 1139 Argyle Street
Windsor, Ontario
N8Y 3K2
5. THE OBJECTS FOR WHICH THE CORPORATION IS INCORPORATED ARE
(a) To manufacture, produce, adapt, prepare, import, export, buy,
sell and otherwise deal in goods, wares, materials, articles and
merchandise of every nature and kind whatsoever and, without
limiting the generality of the foregoing, to manufacture or
otherwise produce, buy, sell and deal in plastics and plastic goods
and materials, metals, chemicals, minerals, rubber and products
thereof, paints, glass, building materials and supplies, bricks,
blocks, furniture, wood-work, toys and all kinds of household
articles; and to build, purchase, lease or otherwise acquire and
establish factories, warehouses, plants, machinery and tools for
the manufacture, distribution and sale of all or any of the
aforementioned articles and things.
(b) To invest in shares, stocks, bonds, debentures and other
securities and other evidences of indebtedness and obligations
issued or guaranteed by any corporation, company, chartered bank,
association, partnership, syndicate, entity, person or
governmental, municipal or public authority, domestic or foreign,
and evidences of any interest in respect of any such shares,
stocks, bonds, debentures, and other securities and other
evidences of indebtedness and obligations and to lend money
without security or upon the security of personal property and to
change, alter or realize upon any investments and to re-invest any
moneys which may at any time be available for that purpose;
(c) To promote, organize, manage or develop or to assist in the
promotion, organization, management or development of any
corporation, company, syndicate, firm, partnership, enterprise or
undertaking or to take over, manage and dispose of in any manner
whatsoever any business or undertaking in which the Corporation
may be interested or in the securities of which it may have
invested its funds or with which it may have business relations;
(d) To purchase or otherwise acquire and hold real and personal property and
rights and, in particular, lands, buildings, hereditaments, business or
industrial concerns and undertakings, mortgages, charges, contracts,
concessions, franchises, annuities, policies, book debts and any interest in
real or personal property and any claims against such property or against any
person or Corporation, and privileges and choses in action of all kinds;
(e) To carry on any other trade or business whatsoever which can, in the
opinion of the Board of Directors, be advantageously carried on by the
Corporation in connection with or ancillary to any of the above businesses or
the general business of the Corporation;
(f) It is hereby declared that the objects specified in each of the foregoing
clauses shall be regarded as independent objects and accordingly shall in no way
be limited or restricted (except where otherwise expressed in such clauses) by
reference to or inference from the terms of any other clause or the name of the
Corporation, but may be exercised in as full a manner and construed in as wide a
sense as if each of the said clauses defines the objects of a separate
corporation.
PROVIDED however, that the Corporation shall not directly or indirectly transact
or undertake any business within the meaning of The Loan and Trust Corporations
Act.
3.
6. THE AUTHORIZED CAPITAL IS to be divided into Seventy Thousand (70,000)
special shares with a par value of One Dollar ($1.00) each and Thirty Thousand
(30,000) common shares without par value; provided that the aggregate
consideration for the issue of the said shares without par value shall not
exceed in amount or value of the sum of Thirty Thousand Dollars ($30,000.00) or
such greater amount as the board of directors of the corporation by resolution
determine; and provided further that such resolution shall not be effective
until a certified copy thereof has been filed with the Minister of Consumer and
Commercial Relations, all prescribed fees have been paid and the Minister has so
certified.
4
7. THE DESIGNATIONS, PREFERENCES, RIGHTS, CONDITIONS, RESTRICTIONS,
LIMITATIONS OR PROHIBITIONS ATTACHING TO THE SPECIAL SHARES, IF ANY, ARE
(a) The holders of the special shares shall in each year in the discretion of
the Directors, but always in preference and priority to any payments of
dividends for such year on the common shares or on the shares of any other class
ranking junior to the special shares, be entitled out of any or all profits or
surplus available for dividends, to non-cumulative dividends at the rate of
eight cents ($.08) per share and no more; if in any year, after providing for
the full dividend on the special shares for such year 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
common shares or on the shares of any other class ranking junior to the special
shares; the special shares shall not be entitled to any dividend other than or
in excess of the non-cumulative dividends at the rate of eight cents ($.08) per
share hereinbefore provided for; if within four (4) months from the expiration
of any fiscal year of the Corporation the Board of Directors in its discretion
shall not declare the said dividend or any part thereof on the said special
shares for such fiscal year, then the rights of the holders of the said special
shares to such dividend or to any undeclared part thereof for such fiscal year
shall be forever extinguished;
(b) In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of the assets of the Corporation among its
shareholders by way of repayment of capital the holders of the special shares
shall be entitled to receive, before any distribution of any part of the assets
of the Corporation is made among the holders of the common shares or of the
shares of any other class ranking junior to the special shares, the par value of
each such special share and any dividends declared thereon and unpaid; after
payments to the holders of the special shares of the amount payable to them as
aforesaid, they shall not be entitled to any further or other distribution of
the property or assets of the Corporation;
4A
(c) The Corporation may, upon giving notice as hereinafter provided, redeem
all or part of the special shares on payment to the holders thereof, for each
share to be redeemed, the par value of each such special share, together with
all dividends declared thereon and unpaid; not less than thirty (30) days'
notice in writing of such redemption shall be given by mailing such notice to
the registered holders of the shares to be redeemed specifying the date and
place or places of redemption; if notice of any such redemption be given by the
Corporation in the manner aforesaid and an amount sufficient to redeem the
shares be deposited with any trust company or chartered bank in Canada, as
specified in the notice, on or before the date fixed for redemption, dividends
on the special shares to be redeemed shall cease after the date so fixed for
redemption and the holders thereof shall thereafter have no rights against the
Corporation in respect thereof, except upon the surrender of the certificates
for such shares, to receive payment therefor out of the moneys so depsoited;
(d) The Corporation may at any time and from time to time purchase for
cancellation all or part of the special shares at the lowest price at which in
the opinion of the directors, such shares are obtainable on the open market or
if the Corporation has requested tenders from the holders of all such special
shares, at the lowest tender received by the Corporation, but in any case the
purchase price for each such special share shall not exceed the par value
thereof plus any dividend thereon and unpaid. Where, in response to the
invitation for tenders, two or more shareholders submit tenders at the same
price and the tenders are accepted by the Corporation as to part only of the
shares offered, the Corporation shall accept part of the shares offered in each
tender in proportion as nearly as may be to the total number of shares offered
in each tender;
(e) The holders of the special shares shall have the right in any year, by
instrument in writing, to waive for that year the right to dividends upon the
special shares held by them;
(f) The holders of 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; holders of special shares shall,
however, be entitled to notice of meetings of shareholders called for the
purpose of authorizing the dissolution of the Corporation or the sale of its
undertaking or a substantial part thereof; holders of common shares shall be
entitled to one (1) vote for each common shares held by them, at all
shareholders' meetings;
(g) The authorization required by subsection 4 of Section 189 of The Business
Corporations Act, 1970 may be given by resolution passed or confirmed at a
meeting of holders of special shares duly called and held upon at least ten (10)
days' notice at which the holders of at least a majority of the outstanding
special shares are present or represented by proxy and carried by the
affirmative votes of the holders of not less than two-thirds (2/3) of the
special shares represented and voted at such meeting cast on a poll; if at any
such meeting the holders of a majority of the outstanding special shares are not
present or represented by proxy within half an hour after the time appointed for
the meeting, then the meeting shall be adjourned to such date not being less
then ten (10) days later and to such time and place as may be appointed by the
Chairman and at least five (5) days' notice shall be given of such adjourned
meeting but it shall not be necessary in such notice to specify the purpose for
which the meeting was originally called; at such adjourned meeting the holders
of special shares present or represented by proxy may transact the business for
which the meeting was originally convened and a resolution passed thereat by the
affirmative votes of the holders of not less than two-thirds (2/3) of the
special shares represented and voted at such adjourned meeting cast on a poll
shall constitute the authorization of the holders of special shares referred
to above; the formalities to be observed with respect to the giving of notice of
any such meeting and the conduct thereof shall be those from time to time
prescribed in the by-laws of the Corporation with respect to meetings of
shareholders; on every poll taken at
every such meeting every holder of special shares shall be entitled to one (1)
vote in respect of each special share held.
5
8. THE RESTRICTIONS, IF ANY, ON THE ALLOTMENT, ISSUE OR TRANSFER OF SHARES
ARE
No shares shall be transferred without the express consent of a majority of
the directors, to be signified by a resolution passed by the board.
5.A.
9. THE SPECIAL PROVISIONS, IF ANY, ARE
(a) The number of shareholders of the Corporation, exclusive of persons who
are in the employment of the Corporation, is hereby limited to fifty (50), two
(2) or more persons holding one (1) or more shares jointly being counted as a
single shareholder;
(b) Any invitation to the public to subscribe for any shares or securities of
the Corporation is prohibited;
(c) That except in the case of any class or series of shares of the
Corporation listed on a stock exchange recognized by the Ontario Securities
Commission, the Corporation shall have a lien on the shares registered in the
name of a shareholder who is indebted to the Corporation to the extent of such
debt;
(d) That the Corporation may pay commissions or allow discounts to persons in
consideration of their subscribing or agreeing to subscribe, whether absolutely
or conditionally, for shares in the Corporation, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for such shares, but no
such commission or discount shall exceed twenty-five per cent (25%) of the
amount of the subscription price;
(e) The Corporation may purchase any of its common shares subject to the
provisions of The Business Corporations Act, R.S.O. 1970, Chapter 53, as
amended;
(f) The Corporation may be dissolved upon the authorization of:
(i) the majority of the votes cast at a general meeting of the
shareholders of the corporation duly called for the purpose or by at
least fifty (50%) per cent of the votes of all shareholders entitled
to vote at such meeting; or
(ii) the consent in writing of all the shareholders entitled to vote at
such meeting; or
(iii) all its incorporators or their personal representatives at any
time within two (2) years after the date of issuance of its
certificate of incorporation where the corporation has not
commenced
6
10. THE SHARES, IF ANY, TO BE TAKEN BY THE INCORPORATORS ARE
INCORPORATORS FULL NAMES, NUMBER OF AMOUNT TO
INCLUDING ALL GIVEN NAMES SHARES CLASS DESIGNATION BE PAID $
- ------------------------- --------- ------------------- ----------
ALLAN MUIR PATON ------------------N O N E--------------------
11. THE NAMES AND RESIDENCE ADDRESSES OF THE INCORPORATORS ARE
FULL RESIDENCE ADDRESS GIVING
STREET & NO. OR R.R. NO., MUNICIPALITY
FULL NAMES, INCLUDING ALL GIVEN NAMES OR POST OFFICE AND POSTAL CODE
- ------------------------------------- --------------------------------------
ALLAN MUIR PATON 1139 Argyle Street
Windsor, Ontario
N8Y 3K2
THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER
SIGNATURES OF INCORPORATORS
/s/ Allan Muir Paton
---------------------
Allan Muir Paton
CERTIFICATE
1.
[LOGO] Ministry of
Consumer and
Commercial
Ontario Relations
THIS IS TO CERTIFY THAT THESE
ARTICLES ARE EFFECTIVE ON
JANUARY 11, 1983
/s/ [ILLEGIBLE] Trans
CONTROLLER OF RECORDS Code.
COMPANIES SERVICES BRANCH [C]
18
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
FORM 4 1. THE NAME OF THE CORPORATION IS
THE BUSINESS -------------------------------------------------------------
CORPORATIONS 450500 ONTARIO LIMITED
ACT -------------------------------------------------------------
-------------------------------------------------------------
2. DATE OF INCORPORATION/AMALGAMATION 4th 07 80
--------------------------
(DAY, MONTH AND YEAR)
3. THE FOLLOWING IS A CERTIFIED COPY OF THE RESOLUTION AMENDING
THE ARTICLES OF THE CORPORATION:
RESOLVED as a special resolution that the articles of the
Corporation are hereby amended to:
(a) delete the existing authorized capital of the
Corporation;
(b) delete the designations, preferences, rights,
conditions, restrictions, limitations or prohibitions attaching
to the special shares;
and declaring that the authorized capital of the Corporation
shall be divided into Three Thousand (3,000) common shares
without par value; provided that the aggregate consideration for
the issue of the said shares without par value shall not exceed
in amount or value of the sum of One Million Two Hundred
Thousand Dollars ($1,200,000,00) or such greater amount as the
board of directors of the Corporation by resolution determine.
4. THE AMENDMENT HAS BEEN DULY AUTHORIZED AS REQUIRED BY
SUBSECTIONS 2, 3 AND 4 (AS APPLICABLE) OF SECTION 189 OF
THE BUSINESS CORPORATIONS ACT.
5. THE RESOLUTION AUTHORIZING THE AMENDMENT WAS CONFIRMED
BY THE SHAREHOLDERS Of THE CORPORATION ON November 26,
1982.
6. THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY
TO THE MINISTER.
CERTIFIED
450500 ONTARIO LIMITED
-----------------------------------
(NAME OF CORPORATION)
(CORPORATE SEAL) BY /s/ Robert Edward Tutton
----------------------------------
(SIGNATURE) (DESCRIPTION OF OFFICE)
Robert Edward Tutton - President
BY /s/ Shirley Mary Tutton
----------------------------------
(SIGNATURE) (DESCRIPTION OF OFFICE)
Shirley Mary Tutton - Secretary
17119(04/80)
For Ministry Use Only Ontario Corporation Number
A l'usage exclusive du ministere Numero de la societe en Ontario
[LOGO] Ministry of Ministere des 450500
Consumer and Services aux
Business consummateurs
Services et aux entreprises
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents statuts
articles are effective on entrent en vigueur le
NOVEMBER 21, 2003
/s/ [ILLEGIBLE]
Director/Directrice
Business Corporations Act/ Loi sur les societes par actions
Form 3 1. The name of the corporation is: (Set out in BLOCK CAPITAL
Business LETTERS)
Corporation Denomination sociale actuelle de la societe: (Ecrire
Act en LETTRES MAJUSCULES SEULEMENT)
-------------------------------------------------------------
450500 ONTARIO LIMITED
-------------------------------------------------------------
Formule 3 -------------------------------------------------------------
Loi sur les
societe par -------------------------------------------------------------
actions
-------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
(Set out in BLOCK CAPITAL LETTERS)
Nouvelle denomination sociale de la societe (s'il y a lieu)
(Ecrire en LETTRES MAJUSCULES SEULEMENT)
-------------------------------------------------------------
N/A
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
3. Date of incorporation/amalgamation
Date de la constitution ou de la fusion
1980/07/04
-------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. Complete only if there is a change in the number of
directors or the minimum / maximum number of directors.
Il faut remplir cette partie seulement si le nombre
d'administrateurs ou si le nombre minimal ou
maximal d'administrateurs a change
Number (or minimum and maximum number) of Number or minimum and maximum
directors is/are:
Nombre (ou nombres minimal et maximal)
d'administrateurs Nombre ou minimal et maximal
- ------------------------------------------------------------------------------------------------------------------------
1 2
------ ------- -------
5. The articles of the corporation are amended as follow:
(Continued next page)
Les statuts de la societe sont modifies de la facon
suivante:
(continuer suite page)
see attached schedule 1a
07119(05/2002)
SCHEDULE to the Articles of Amendment of 450500 Ontario Limited 1a
1. The Articles of the Corporation are amended as follows:
a. to change the number of directors of the Corporation from four (4)
to a minimum of one (1) and maximum of five (5).
b. to change the number of common shares which the Corporation is
authorized to issue from 3,000 common shares to an unlimited number
of common shares without par value.
c. to delete in their entirety the objects contained in the Articles,
so that there will be no restrictions on the business which the
Corporation may carry on or on the powers which the Corporation may
exercise.
d. to delete in their entirety the restrictions on the issue, transfer
or ownership of shares contained in the Articles and to substitute
the following therefor:
No shares shall be transferred without the approval of:
(a) the directors of the Corporation, expressed by a resolution of
the board of directors;
or
(b) the shareholders of the Corporation, expressed by a resolution
of the shareholders.
e. to delete in their entirety the other provisions contained in the
Articles and to substitute the following therefor:
i) It shall be a condition of these Articles that 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 50, 2 or more persons who are the
joint registered owners of 1 or more shares being counted as a
single shareholder.
ii) It shall be a condition of these articles that any invitation
to the public to subscribe for securities of the Corporation
is prohibited.
2
5. The articles of the corporation are amended as follows:
(continued)
Les statuts de la societe sont modifies de la facon suivante:
(continuation)
6. The amendment has been duly authorized as required by
sections 168 and 170 (as applicable) of the Business
Corporations Act.
La modification a ete dument autorisee conformement aux
articles 168 et 170 (selon le cas) de la Loi sur les societes
par actions
7. 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 reaction autorisant le modification
le
2003/10/30
-------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
450500 ONTARIO LIMITED
-------------------------------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
(if the name is to be changed by these articles set out current name)
Si l'on demande un changement de nom, indiquer ci-dessous
le denomination sociale actuelle
By:
Par:
/s/ David Lawrence David Lawrence - President
------------------------- --------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)