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EXHIBIT 3.28
Consumer and ______________________ FORM 1 FORMULE 1
Corporate Affairs Canada et Corporations Canada ARTICLES OF INCORPORATION STATUTS CONSTITUTIFS
(SECTION 6) (ARTICLE 6)
Canada Business Loi regissant les societes
Corporations Act per actions de regime federal
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Name of Corporation Denomination de la societe
2850290 CANADA INC.
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2 - The place in Canada where the registered Lieu au Canada ou doit etre situe le siege social
office is to be situated
County of Brant, Province of Ontario
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3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la societe est
corporation is authorized to issue autorisee a emettre
The annexed Schedule 1 is incorporated in this form
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4 - Restrictions if any on share transfers Restrictions sur le transfert des actions, s'il y a lieu
The annexed Schedule 2 is incorporated in this form
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5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimum et maximum) d'administrateurs
Minimum of 1 and Maximum of 10
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6 - Restrictions if any on business the corporation may Limites imposees quani aux activites commerciales que la
carry on societe peut exploiter, s'il y a lieu
None
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7 - Other provisions if any Autres dispositions s'il y a lieu
The annexed Schedule 3 is incorporated in this form
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8 - Incorporators Fondateurs
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Address (include postal code)
Names -- Noms Adresse (inclure le code postal) Signature
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Douglas A. Laver [address] /s/ Douglas A. Laver
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FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT
Corporation No. -- Ndegrees de la societe Filed -- Deposee
285029-0 SEP 23 1992
SCHEDULE 1
ARTICLES OF INCORPORATION
THE CLASSES OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE
The Corporation is authorized to issue Class "A" shares, Class "B" shares,
Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares and Class
"G" shares.
The rights, privileges, restrictions and conditions attaching to the said
Class "A" shares, Class "B" shares, Class "C" shares, Class "D" shares, Class
"E" shares, Class "F" shares and Class "G" shares are as follows:
1. The holders of the Class "A" shares shall be entitled to one (1) vote for
each share held by them at all meetings of shareholders except meetings at
which only holders of a specified class of shares, other than the Class
"A" shares, are entitled to vote, and they shall be entitled to notice of
all meetings of shareholders of the Corporation.
2. Except as otherwise specifically provided in the Canada Business
Corporations Act, the Class "B" shares shall not carry any right to vote
nor shall the holders thereof be entitled to notice of or to attend
shareholders' meetings.
3. The Class "A" shares and Class "B" shares shall, subject to the rights of
the Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares
and Class "G" shares, be entitled at all times and from time to time, in
the sole, absolute and unfettered discretion of the directors, to an
unfixed non-cumulative dividend in any amount. Each Class "A" share and
Class "B" share shall rank pari passu with respect to any such dividend.
4. The Class "A" shares and the Class "B" shares shall rank pari passu in
every other respect, and the holders of such Class "A" shares and Class
"B" shares, shall, subject to the rights of the holders of the Class "C"
shares, Class "D" shares, Class "E" shares, Class "F" shares and Class "G"
shares, be entitled to receive the remaining property of the Corporation
upon a dissolution.
5. For purposes of this Schedule 1 the term "Redemption Amount" shall mean:
(a) In the case of a Class "C" share, Class "D" share, Class "E" share
and Class "F" share, an amount equal to the consideration for which
each such share had been issued or in the event such share had been
issued in consideration of property or past services, an amount
equal to the fair equivalent of money that the Corporation would
have received if such share had been issued for money, and
(b) In the case of a Class "G" share, an amount equal to $1.00.
6. Each Class "C" share, Class "D" share, Class "E" share, Class "F" share
and Class "G" share shall, in priority to the Class "A" shares and Class
"B" shares, carry the right, in the discretion of the directors, to a
fixed monthly non-cumulative preferential dividend in the case of the
Class "C" shares, Class "D" shares, Class "E" shares and Class "F" shares
in an amount equal to one-half (1/2) of one percent (1%) of the amount of
the consideration for which each share had been issued or in the event
such share had been issued in consideration of property or past services,
in an amount equal to one-half (1/2) of one percent (1%) of the amount of
the fair equivalent of money that the Corporation would have received if
such share had been issued for money and in the case of the Class "G"
shares, in an amount equal to one-half (1/2) of one cent.
7. Each Class "C" share, Class "D" share, Class "E" share, Class "F" share
and Class "G" share shall, in priority to the Class "A" shares and Class
"B" shares, carry the right, in the event of the liquidation or winding-up
of the Corporation, to repayment of an amount equal to the Redemption
Amount.
8. In the event that only part of the amount of the consideration received by
the Corporation for any share issued by the Corporation is added to the
stated capital account for the class or series of shares of which such
share forms part, such share shall be deemed to have been issued for the
full amount of the consideration received therefor for all purposes other
than stated capital but including dividends, redemptions, purchases,
liquidation and dissolution. If shares of the Corporation are issued in
payment of a dividend, the declared amount of the dividend stated as an
amount of money shall be added to the stated capital account maintained
for the shares of the class or seises issued in payment of the dividend
and such shares shall be deemed to be issued for a consideration equal to
the declared amount of such dividend.
9. The Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares
and Class "G" shares shall not carry the right to any further
participation in profits or assets.
10. The holders of the Class "C" shares and Class "E" shares shall be entitled
to one (1) vote for each share held by them at all meetings of
shareholders except meetings at which only holders of a specified class of
shares, other than the Class "C" shares and Class "E" shares are entitled
to vote, and they shall be entitled to notice of all meetings of
shareholders of the Corporation.
11. Except as otherwise specifically provided in the Canada Business
Corporations Act, the Class "D" shares, the Class "F" shares and the Class
"G" shares shall not carry any right to vote nor shall the holders thereof
be entitled to notice of or to attend shareholders' meetings.
12. Each Class "C" share, Class "D" share, Class "E" share, Class "F" share
and Class "G" share shall be redeemable, at the option of the Corporation,
for a price equal to the Redemption Amount. The Corporation may redeem all
or any part of
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the Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares
or Class "G" shares, at any time at the option of the directors of the
Corporation upon a notice of seven (7) days without the consent of the
holders thereof, and if less than the whole amount of the then outstanding
Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares or
Class "G" shares shall be so redeemed, the shares to be redeemed shall be
selected pro rata, by lot or in any other manner as the directors may
determine.
13. Each Class "E" share, Class "F" share and Class "G" share shall be
redeemable, at the option of the holder of such share for a price equal to
the Redemption Amount.
14. The Class "C" shares, Class "D" shares, Class "E" shares, Class "F" shares
and Class "G" shares shall rank pari passu in every other respect.
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SCHEDULE 2
ARTICLES OF INCORPORATION
RESTRICTIONS ON SHARE TRANSFERS
No shareholder shall be entitled to sell, transfer or otherwise dispose of
any share or shares in the capital stock of the Corporation, or any securities
thereof, without either:
(a) The previous express sanction of the holders of a majority of the
Class "A", Class "C" and Class "E" shares in the capital stock of
the Corporation for the time being outstanding expressed by a
resolution passed at a meeting of the Class "A", Class "C" and Class
"E" shareholders or by an instrument or instruments in writing
signed by the holders of a majority of the Class "A", Class "C" and
Class "E" shares in the capital stock of the Corporation for the
time being outstanding; or
(b) The previous express lawful sanction of the board of directors of
the Corporation at a duly constituted meeting of the board or in
lieu thereof the previous express sanction of the directors of the
Corporation as evidenced by the lawful adoption of a resolution to
that effect.
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SCHEDULE 3
ARTICLES OF INCORPORATION
OTHER PROVISIONS
1. The number of shareholders of the Corporation is limited to fifty (50),
not including persons who are in the employment of the Corporation and 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, two or more persons bolding one or more
shares jointly being counted as a single shareholder.
2. Any invitation to the public to subscribe for any shares, debentures or
any other securities of the Corporation is prohibited.
3. The directors of the Corporation may, without authorization of the
shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
and
(c) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any debt obligation of the
Corporation.
Nothing herein limits or restricts 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.
4. Subject to the provisions of the Canada Business Corporations Act, the
Corporation may purchase or otherwise acquire any shares issued by it.
5. The Corporation shall have a lien on the shares registered in the name of
a shareholder or his legal representative for any indebtedness owed by him to
the Corporation, and such lien shall be enforceable in accordance with the
by-laws of the Corporation or otherwise.
6. Subject to Schedule 1 of the Articles of Incorporation and the Canada
Business Corporations Act, the holder of a fractional share shall be entitled to
that number of votes equal to one multiplied by the fraction represented by such
share and to notice of all meetings of shareholders of the Corporation.
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