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EXHIBIT 3.15
MEMORANDUM OF ASSICIATION
OF WITHEY'S WATER SOFTENING & PURIFICATION LIMITED
1. The name of the Company is Withey's Water Softening & Purification
Limited.
2. There are no restrictions on the objects and powers of the Company and the
Company shall expressly have the following powers:
(a) To sell or dispose of its undertaking, or a substantial part
thereof;
(b) To distribute any of its property in specie among its members; and
(c) To amalgamate with any company or other body of persons.
3. The liability of the members is limited.
4. The authorized capital of the Company is:
One Thousand (1,000) Class "A" Non-Participating Common voting shares with
a par value of One ($1.00) Dollar each;
One Hundred Thousand (100,000) Class :B: Common Non-Voting shares with
a part value of One ($1.00) Dollar each;
One Hundred Thousand (100,000) Class "D: Common Non-Voting shares with
a par value of One ($0.01) Cent each;
One Hundred Thousand (100,000) Class "E" Preference shares with a par
value of One ($0.01) Cent each;
One Hundred Thousand (100,000) Class "F" Preference shares with a par
value of One ($0.01) Cent each;
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One Hundred Thousand (100,00) Class "G" Preference shares with a par value
of One Hundred ($100) Dollars each;
One Hundred thousand (100,000) Class "H" Preference shares with a par
value of One ($0.01) Cent each;
One Hundred Thousand (100,000) Class "I" Preference shares with a par
value of One ($0.01) Cent each; and
One Hundred Thousand (100,000) Class "J" preference shares with a par
value of one ($0.01) Cent each.
The Class A-J shares having attached thereto the special rights and
restrictions set out ion the attached Appendix.
With power to divide the shares in the capital for the time being into several
classes and to attach thereto respectively any preferred, deferred or qualified
rights, privileges or conditions, including restrictions on voting rights and
including redemption and purchase of such shares, subject, however, to the
provisions of the Companies Act of Nova Scotia.
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APPENDIX "A"
SHARE CONDITIONS
1. The name of the Company is "WITHEY'S WATER SOFTENING & PURIFICATION
LIMITED".
2. The authorized capital of the Company consists of:
2.1 One Thousand (1,000) Class "A" Non-Participating Common voting
shares with a par value of One ($1.00) Dollar each;
2.2 One Hundred Thousand (100,000) Class "B" Common Non-Voting shares
without par value;
2.3 Ten Thousand (10,000) Class "C" Common Non-Voting shares with a par
value of One ($1.00) Dollar each;
2.4 One Hundred Thousand (100,000) Class "D" Common Non-Voting shares
with a par value of One ($0.01) Cent each;
2.5 One Hundred Thousand (100,000) Class "E" Preference shares with a
par value of One ($0.01) Cent each;
2.6 One Hundred Thousand (100,000) Class "F" Preference shares with a
par value of One ($0.01) Cent each;
2.7 One Hundred Thousand (100,000) Class "G" Preference shares with a
par value of One Hundred ($100) Dollars each;
2.8 One Hundred Thousand (100,000) Class "H" Preference shares with a
par value of One ($0.01) Cent each;
2.9 One Hundred Thousand (100,000) Class "I" Preference shares with a
par value of One ($0.01) Cent each; and
2.10 One Hundred Thousand (100,000) Class "J" Preference shares with a
par value of one ($0.01) Cent each.
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3. The Class A-J shares having the conditions attached hereto as Appendix B.
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APPENDIX "B"
PART 26
26 - SPECIAL RIGHTS AND RESTRICTIONS
26.1 The Class "A" Non-Participating Common Voting shares shall have attached
thereto the following special rights and restrictions:
26.1.1 The holders of the Class "A" Non-Participating Common Voting
shares must be sent notice of and may attend meetings of the
shareholders of the Company, are entitled to vote at any such
meetings, and are entitled to one vote for each Class "A"
Non-Participating Common Voting share held.
26.1.2 In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the holders of the
Class "A" Non-Participating Common Shares shall be entitled to
receive, out of the assets of the Company (whether from capital
or surplus or both), the sum of ONE ($1.00) DOLLAR per share (or
the amount paid up thereon), but the holders of Class "A"
Non-Participating common shares shall not be entitled to share
any further in the distribution of the property or assets of the
Company.
26.1.3 The directors shall not declare dividends on these Class "A"
Non-Participating Common Voting shares and the holders are not
entitled to any.
26.2 The Class "B" Common Not-Voting shares shall have attached thereto the
following rights and restrictions:
26.2.1 The holders of the Class "B" Common Non-Voting shares are not
entitled to notice of or to vote at any meetings for the election
of directors or at any meeting of the shareholders except as may
be permitted by the laws of British Columbia.
26.2.2 The directors may declare dividends on these Class "B" Common
Non-Voting shares without declaring dividends on shares of any
other class, and may declare dividends on shares of any other
class without declaring dividends on these Class "B" Common
Non-Voting shares.
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26.3 The Class "C" Common Non-Voting shares shall have attached thereto the
following special rights and restrictions:
26.3.1 The holders of Class "C" Common Non-Voting shares are not
entitled to notice of or to vote at any meetings for the election
of directors or at any meeting of the shareholders except as may
be provided by the laws of the Province of British Columbia.
26.3.2 The directors may declare dividends on these Class "C" Common
Non-Voting shares without declaring dividends on shares of any
other class, and may declare dividends on shares of any other
class without declaring dividends on these Class "C" Common
Non-Voting shares.
26.4 The Class "D" Common Non-voting shares shall have attached thereto the
following special rights and restrictions:
26.4.1 The holders of Class "D" Common Non-voting shares are not
entitled to notice of or to vote at any meetings for the election
of directors or at any meeting of the shareholders except as may
be provided by the laws of the Province of British Columbia.
26.4.2 The directors may declare dividends on these Class "D" Common
Non-Voting shares without declaring dividends on shares of any
other class, and may declare dividends on shares of any other
class without declaring dividends on these Class "D" Common
Non-Voting shares.
26.5 The Class "E" Preference shares shall have attached thereto the following
special rights and restrictions:
26.5.1 The holders of Class "E" Preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
26.5.2 The holders of the Class "E" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, on-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "E" Preference shares.
26.5.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "E" Preference shares on payment of the
redemption/retraction amount set out below for each share to be
redeemed (herein called the "Redemption Amount"). Not less than
thirty (30) days' notice in writing of
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such redemption shall be given by mailing such notice to the
registered holders of the shares to be redeemed, specifying the
date and place of redemption; and if an amount sufficient to
redeem the shares is deposited with any trust company or
chartered bank of Canada, as specified in the notice, on or
before the date fixed for redemption, dividends on the Class "E"
Preference shares to be redeemed and the rights of the holders
thereof shall cease after the date so fixed for redemption, who
shall thereafter have no rights against the Company in respect
thereof except, upon the surrender of certificates for such
shares, to receive payment therefor out of the moneys so
deposited.
26.5.4 Subject to the provisions of the Company Act, the Company shall,
upon receiving notice as hereinafter provided from a holder of
Class "E" preference shares, redeem the number of the Class "E"
Preference shares registered in the name of the shareholder which
are specified in the notice by paying to such shareholder for
each Class "E" preference share to be redeemed the Redemption
Amount set out below. Not less than twenty-one (21) days notice
in writing of such redemption shall be given to the Company by
the shareholders seeking such redemption; such notice to be
delivered by mail to the registered office of the Company and to
specify the number of Class "E" Preference shares to be redeemed
and to attach the necessary number of shares certificates for
cancellation. The Company shall issue new certificates for any
shares which are not redeemed but the certificates for which have
been surrendered. The Company may waive any notice so required to
be given, and such waiver, whether given before or after or after
the redemption, shall cure any default in giving such notice.
26.5.5 When issuing any Class "E" Preference Share the directors shall
determine the amount payable by the Company to the holder for the
redemption of such share (the "Redemption Amount"). If any Class
"E" Preference Shares are issued as payment, in whole or in part,
for assets transferred to the Company, including shares of the
Company, the Redemption Amount of such Shares shall be the fair
market value of the assets or the balance of the fair market
value thereof, as the case may be, and the Redemption Amount of
each such share shall be the quotient of such fair market value,
or balance thereof, divided by the number of Class "E" Preference
Shares issued as consideration for such assets or shares. If the
Department of National Revenue, or other authority having
jurisdiction, shall determine that the Redemption Amount is not
the fair market value of the assets or shares or of the balance
of the price for such assets or shares, as the case may be, the
Redemption Amount for such shares as recorded in the proceedings
of the directors shall be increased or decreased so that it shall
be the same as the fair market value of the said assets or shares
or of the balance of the price for such assets or shares, as the
case may be, subject always to a final determination of the fair
market value by a court of competent jurisdiction upon any appeal
of such determination. If any or all of those shares had been
redeemed already, then the shareholder who redeemed them
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shall pay to or receive from the Company an amount per share
equaling the decrease or increase in the share price as
determined above.
25.5.6 The directors may declare dividends on these Class "E" Preference
shares without declaring dividends on shares of any other class,
and may declare dividends on shares of any other class without
declaring dividends on these Class "E" Preference shares.
26.6 The Class "F" Preference shares shall have attached thereto the following
special rights and restrictions:
26.6.1 The holders of Class "F" preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
26.6.2 The holders of the Class "F" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, non-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "F" Preference shares.
26.6.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "F" preference shares on payment of the
redemption/retraction amount set out below for each share to be
redeemed (herein called the "Redemption Amount"). Not less than
thirty (30) days' notice in writing of such redemption all be
given by mailing such notice to the registered holders of the
shares to be redeemed, specifying the date and place of
redemption; and if an amount sufficient to redeem the shares is
deposited with any trust company or chartered bank of Canada, as
specified in the notice, on or before the date fixed for
redemption, dividends on the Class "F" Preference shares to be
redeemed and the rights of the holders thereof shall cease after
the date so fixed for redemption, who shall thereafter have no
rights against the Company in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor out of the moneys so deposited.
26.6.4 Subject to the provisions of the Company Act, the Company shall,
upon receiving notice as hereinafter provided from a holder of
Class "F" Preference shares, redeem the number of the Class "F"
Preference shares registered in the name of the shareholder which
are specified in the notice by paying to such shareholder for
each Class "F" Preference share to be redeemed the Redemption
Amount set out below. Not less than twenty-one (21) days notice
in writing of such redemption shall be given to the Company by
the shareholder seeking such redemption; such notice to be
delivered by mail to the registered office of the Company and to
specify the number of Class "F" Preference
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shares to be redeemed and to attach the necessary number of Class
"F" preference shares to be redeemed and to attach the necessary
number of share certificates for cancellation. The Company shall
issue new certificates for any shares which are not redeemed but
the certificates for which have been surrendered. The Company may
waive any notice so required to be given, and such waiver,
whether given before or after the redemption, shall cure any
default in giving such notice.
26.6.5 When issuing any Class "F" Preference Share the directors shall
determine the amount payable by the Company to the holder for the
redemption of such share (the "Redemption Amount"). If any Class
"F" Preference Shares are issued as payment, in whole or in part,
for assets transferred to the Company, including shares of the
Company, the Redemption Amount of such Shares shall be the fair
market value of the assets or the balance of the fair market
value thereof, as the case may be, and the Redemption Amount of
each such share shall be the quotient of such fair market value,
or balance thereof, divided by the number of Class "F" Preference
Shares issued as consideration for such assets or shares. If the
Department of National Revenue, or other authority having
jurisdiction, shall determine that the Redemption Amount is not
the fair market value of the assets or shares or of the balance
of the price for such assets or shares, as the case may be, the
Redemption Amount for such shares as recorded in the proceedings
of the directors shall be increased or decreased so that it shall
be the same as the fair market value of the said assets or shares
or of the balance of the price for such assets or shares, as the
case may be, subject always to a final determination of the fair
market value by a court of competent jurisdiction upon any appeal
of such determination. If any or all of those shares had been
redeemed already, then the shareholder who redeemed them shall
pay to or receive from the Company an amount per share equaling
the decrease or increase in the share price as determined above.
26.6.6 The directors may declare dividends on these Class "F" Preference
shares without declaring dividends on shares of any other class,
and may declare dividends on shares of any other class without
declaring dividends on these Class "F" Preference Shares.
26.7 The Class "G" Preference shares shall have attached thereto the following
special rights and restrictions:
26.7.1 The holders of Class "G" Preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
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26.7.2 The holders of the Class "G" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, non-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "G" Preference shares.
26.7.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "G" Preference shares on payment of ONE
HUNDRED ($100.00) DOLLARS for each share to be redeemed
(hereinafter called the "Redemption Amount"). 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 of
redemption; and if an amount sufficient to redeem the shares is
deposited with any trust company or chartered bank of Canada, as
specified in the notice, on or before the date fixed for
redemption, dividends on the Class "G" Preference shares to be
redeemed and the rights of the holders thereof shall cease after
the date so fixed for redemption, and the holders thereof shall
then have no rights against the Company in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor out of the moneys so deposited.
26.7.4 Subject to the provisions of the Company Act, the Company shall,
upon receiving notice as hereinafter provided from a holder of
Class "G" Preference shares, redeem the number of the Class "G"
Preference shares registered in the name of the shareholder which
are specified in the notice by paying to such shareholder for
each Class "G" Preference share to be redeemed the Redemption
Amount. Not less than twenty-one (21) days notice in writing of
such redemption shall be given to the Company by the shareholder
seeking such redemption; such notice to be delivered by mail to
the registered office of the Company and to specify the number of
Class "G" Preference shares to be redeemed and to attach the
necessary number of share certificates for cancellation. The
Company shall issue new certificates for any shares which are not
redeemed but the certificates for which have been surrendered.
The Company may waive any notice so required to be given and such
waiver, whether given before or after the redemption shall cure
any default in giving such notice.
26.8 The Class "H" Preference shares shall have attached thereto the following
special rights and restrictions:
26.8.1 The holders of Class "H" Preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
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26.8.2 The holders of the Class "H" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, non-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "H" Preference shares.
26.8.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "H" Preference shares on payment of ONE
HUNDRED ($100.00) DOLLARS for each share to be redeemed
(hereinafter called the "Redemption Amount"). 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 of
redemption; and if an amount sufficient to redeem the shares is
deposited with any trust company or chartered bank of Canada, as
specified in the notice, on or before the date fixed for
redemption, dividends on the Class "H" Preference shares to be
redeemed and the rights of the holders thereof shall cease after
the date so fixed for redemption, and the holders thereof shall
then have no rights against the Company in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor out of the moneys so deposited.
26.8.4 Subject to the provisions of the Company Act, the Company shall,
upon receiving notice as hereinafter provided form a holder of
Class "H" Preference shares, redeem the number of the Class "H"
Preference shares registered in the name of the shareholder which
are specified in the notice by paying to such shareholder for
each Class "H" Preference share to be redeemed the Redemption
Amount. Not less than twenty-one (21) days notice in writing of
such redemption shall be given to the Company by the shareholder
seeking such redemption; such notice to be delivered by mail to
the registered office of the Company and to specify the number of
class "H" Preference shares to be redeemed and to attach the
necessary number of share certificates for cancellation. The
Company shall issue new certificates for any shares which are not
redeemed but the certificates for which have been surrendered.
The Company may waive any notice so required to be given and such
waiver, whether given before or after the redemption shall cure
any default in giving such notice.
26.8.5 The directors may declare dividends on these Class "H" Preference
shares without declaring dividends on shares of any other class,
and may declare dividends on shares of any other class without
declaring dividends on these Class "H" Preference Shares.
26.9 The Class "F" Preference shares shall have attached thereto the following
special rights and restrictions:
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26.9.1 The holders of Class "I" Preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
26.9.2 The holders of the Class "I" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, non-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "I" Preference shares.
26.9.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "I" Preference shares on payment of ONE
THOUSAND ($1,000.00) DOLLARS for each share to be redeemed
(hereinafter called the "Redemption Amount"). 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 of
redemption; and if an amount sufficient to redeem the shares is
deposited with any trust company or chartered bank of Canada, as
specified in the notice, on or before the date fixed for
redemption, dividends on the Class "I" Preference shares to be
redeemed and the rights of the holders thereof shall cease after
the date so fixed for redemption, and the holders thereof shall
then have no rights against the Company in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor out of the moneys so deposited.
26.9.5 The directors may declare dividends on these Class "I" Preference
shares without declaring dividends on shares of any other class,
and may declare dividends on shares of any other class without
declaring dividends on these Class "I" Preference Shares.
26.10 The Class "J" Preference shares shall have attached thereto the following
special rights and restrictions:
26.10.1 The holders of Class "J" Preference shares are not entitled to
notice of or to vote at any meetings for the election of
directors or at any meeting of the shareholders except as may be
provided by the laws of the Province of British Columbia.
26.10.2 The holders of the Class "J" Preference shares may, in each year,
at the discretion of the directors, be paid, out of any profits
or surplus available for dividends, non-cumulative dividends at
such interest rate as the directors decide at the time of issue
of the Class "J" Preference shares.
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26.10.3 The Company may, upon giving notice as provided below, redeem all
or any of the Class "J" Preference share son payment of the
redemption/ retraction amount set out below for each share to be
redeemed (herein called the "Redemption Amount"). 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 of
redemption; and if an amount sufficient to redeem the shares is
deposited with any trust company or chartered bank of Canada, as
specified in the notice, on or before the date fixed for
redemption, dividends on the Class "J" Preference shares to be
redeemed and the rights of the holders thereof shall cease after
the date so fixed for redemption, who shall thereafter have no
rights against the Company in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor out of the moneys so deposited.
26.10.4 Subject to the provisions of the Company Act, the Company shall,
upon receiving notice as hereinafter provided form a holder of
Class "J" Preference shares, redeem the number of the Class "J"
Preference shares registered in the name of the shareholder which
are specified in the notice by paying to such shareholder for
each Class "J" Preference share to be redeemed the Redemption
Amount set out below. Not less than twenty-one (21) days notice
in writing of such redemption shall be given to the Company by
the shareholder seeking such redemption; such notice to be
delivered by mail to the registered office of the Company and to
specify the number of Class "J" Preference shares to be redeemed
and t attach the necessary number of share certificates for
cancellation. The Company shall issue new certificates for any
shares which are not redeemed but the certificates for which have
been surrendered. The Company may waive any notice so required to
be given, and such waiver, whether given before or after the
redemption, shall cure any default in giving such notice.
26.10.5 When issuing any Class "J" Preference Share the directors shall
determine the amount payable by the Company to the holder for the
redemption of such share (the "Redemption Amount"). If any Class
"J" Preference Shares are issued as payment, in whole or in part,
for assets transferred to the Company, including shares of the
Company, the Redemption Amount of such Shares shall be the fair
market value of the assets or the balance of the fair market
value thereof, as the case may be, and the Redemption Amount of
each such share shall be the quotient of such fair market value,
or balance thereof, divided by the number of Class "J" Preference
Shares issued as consideration for such assets or shares. If the
Department of National Revenue, or other authority having
jurisdiction, shall determine that the Redemption Amount is not
the fair market value of the assets or shares or of the balance
of the price for such assets or shares, as the case may be, the
Redemption Amount for such shares as recorded in the proceedings
of the directors shall be increased or decreased so that it shall
be the same as the fair market value of the said assets or shares
or
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of the balance of the price for such assets or shares, as the
case may be, subject always to a final determination of the fair
market value by a court of competent jurisdiction upon any appeal
of such determination. If any or all of those shares had been
redeemed already, then the shareholder who redeemed them shall
pay to or receive from the Company an amount per share equaling
the decrease or increase in the share price as determined above.
26.10.6 The directors may declare dividends on these Class "J" Preference
shares without declaring dividends on shares of any other class,
and may declare dividends on shares of any other class without
declaring dividends on these Class "J" Preference shares.
26.11 if any voluntary or involuntary liquidation, dissolution or winding up of
the Company happens, the following shall be the priorities of the various
classes of shares to receive what they are entitled to out of the assets
of the Company.
26.11.1 First priority: Shares of Preference Classes "E", "F", "G", "H",
"I" and "J" shall all rank pari passu amongst each other, but
shall rank in priority above all other shares.
26.11.2 Second priority: The Class "A" Common Non-Participating Voting
shares shall rank next in priority behind Preference Classes "E",
"F", "G", "H", "I" and "J", but shall rank in priority above all
other shares.
26.11.3 Third priority: Shares of Common Stock Non-Voting Classes "B",
"C", and "D" shall all rank pari passu amongst each other, but
shall rank in priority behind all other shares.