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EXHIBIT 3.4
For Ministry Use Only Ontario Corporation Number
Ministry of
Consumer and
Commercial 1037054
Ontario Relations
CERTIFICATE
This is to certify that
these articles are effective on EXHIBIT "D"
AUGUST 13, 1993
- --------------- Trans Line Comp Method
Code No. Stat Type Incorp.
[A] [O] [O] [A] [3]
18 20 28 29 30
[SIG]
Director Notice
Business Corporation Act Share Req'd Jurisdiction
[S] [N] [ ONTARIO ]
31 32 33 47
ARTICLES OF INCORPORATION
Form 1 1. The name of the corporation is:
Business
Corporation ARROW MOLDED PLASTICS OF CANADA INC.
Act.
1982
2. The address of the registered office is:
1000 - 374 OUELLETTE AVENUE
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(Street & Number or R.R. Number & if Multi-
Office Building give Room No.)
WINDSOR, ONTARIO [N9A1A9]
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(Name of Municipality or Post Office) (Postal Code)
CITY OF WINDSOR in the COUNTY OF ESSEX
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(Name of Municipality, (County, District,
Geographical Township) Regional Municipality)
3. Number (or minimum and maximum number) of directors is:
Minimum of One (1) and a Maximum of Ten (10)
4. The first director(s) is/are: Premier(s)
Residence address, giving street Resident
First name, & No. or R.R. No. or Canadian State
initials and municipality and postal Yes or No
surname code.
GERALD E. 2508 VILLA BORGHESE COURT YES
SkILLINGS WINDSOR, ONTARIO
N9G 2K2
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5. Restrictions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
None
6. The classes and any maximum number of shares that the corporation is
authorized to issue.
An unlimited number of common shares.
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7. 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:
The Common Shares shall have attached thereto the following rights,
privileges, restrictions and conditions:
(i) Subject to the prior rights of the holders of any other
shares ranking senior to the common shares with respect to priority in
the payment of dividends, the holders of common shares shall be
entitled to receive dividends and the corporation shall pay dividends
thereof, as and when declared by the board of directors of the
corporation out of moneys 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.
(ii) In the event of the dissolution, liquidation 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 other shares ranking senior to the common shares
with respect to priority in the distribution of assets upon
dissolution, liquidation or winding-up, the holders of the common
shares shall be entitled to receive the remaining property and assets
of the corporation.
(iii) The holders of the common shares shall be entitled to receive
notice of and to attend all meetings of the shareholders of the
corporation and shall have one vote for each common share held at all
meetings of the shareholders of the corporation, except for meetings
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.
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8. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
The right to transfer shares in the Corporation shall be restricted in that no
share shall be transferred without the express consent of the Board of
Directors of the Corporation.
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9. Other provisions, if any, are:
(a) The number of shareholders of the corporation exclusive of persons who are
in its employment and exclusive of person who, having been formerly in the
employment of the Corporation, were, after the termination of that
employment to be shareholders of the corporation, is limited to not more
than fifty (50), two (2) or more persons who are the joint registered
owner of one or more shares being counted as one (1) shareholder.
(b) Any invitation to the public to subscribe for securities of the corporation
is prohibited.
(c) The directors of the corporation may, from time to time:
(i) borrow money upon the credit of the corporation;
(ii) issue, sell or pledge debt obligations of the corporation, including
without limitation, bonds, debentures, notes or other similar
obligations of the corporation whether secured or unsecured;
(iii) charge, mortgage, hypothecate or pledge all or any currently owned or
subsequently acquired real or personal movable or immovable property
of the corporation, including book debts, rights, powers, franchises
and undertaking, to secure any debt obligations or any money
borrowed, or other debt or liability of the corporation;
(iv) delegate to such one or more of the officers and directors of the
corporation as may be designated by the directors all or any of the
powers conferred by the foregoing clauses above to determine at the
time of each such delegation.
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10. The names and addresses of the incorporators are First name, initials
and last name or corporate name
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GERALD E. SKILLINGS
These articles are signed in duplicate.
Full residence address or address of registered office or
of principal place of business giving street & No. or R.R.
No., municipality and postal code
- -----------------------------------------------------------
2508 VILLA BORGHESE COURT
WINDSOR, ONTARIO
N9G 2K2
- -----------------------------------------------------------
Signatures of incorporators
-----------------------------
GERALD E. SKILLINGS
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Form 2 Business Corporations Act. 1982
CONSENT TO ACT AS FIRST DIRECTOR
i./je soussigne(e), GERALD E. SKILLINGS
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(First name, initials and surname)
residing at/du 2508 VILLA BORGHESE COURT, WINDSOR, ONTARIO N9G 2K2
---------------------------------------------------------------
(Street & No. R.R. No., Municipality & Postal Code)
hereby consent to act as a first director of.
ARROW MOLDED PLASTICS OF CANADA INC.
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(Name of Corporation)
[SIG]
--------------------------------------
Signature of the Consenting Person
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For Ministry Use Only Ontario Corporation Number
[SEAL] 1037054
[SIG] [5]
TRANS
CODE
C
18
Director/
Business Corporations Act/
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
Form 3 1. The present name of the corporation is:
Business
Corporation ARROW MOLDED PLASTICS
Act OF CANADA INC.
1982
2. The name of the corporation is changed to (if applicable):
ARROW MOULDED PLASTICS OF CANADA LTD.
3. Date of incorporation/amalgamation:
13 AUGUST 1993
- --------------------------------------------------------------------------------
(Day, Month, Year)
4. The articles of the corporation are amended as follows:
WHEREAS the Corporation was incorporated by Articles of
Incorporation dated August 13, 1993;
AND WHEREAS it is considered necessary and expedient and in
the best interests of the Corporation to amend its' Articles
of Incorporation by filing Articles of Amendment as
hereinafter provided;
NOW THEREFORE BE IT RESOLVED THAT:
1. The Articles of Incorporation of the Corporation be
amended by changing the name of the Corporation to:
ARROW MOULDED PLASTICS OF CANADA LTD.
2. The President or any one of the Directors of the
Corporation be and he is hereby authorized and directed
to sign such Articles of Amendment or such further or
other documents as may be required to give effect to the
Special Resolutions herein.
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3. Upon Articles of Amendment having became effective in accordance with the
provisions of the Business Corporations Act, the Articles of Incorporation
of the Corporation are amended accordingly.
5. The amendment has been duly authorized as required by Sections 167 and 169
(as applicable) of the Business Corporations Act.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
08 NOVEMBER 1993
----------------------------------------------------------------
(Day, Month, Year)
These articles are signed in duplicate.
ARROW MOLDED PLASTICS OF CANADA INC.
-------------------------------------------
(Name of Corporation)
By Par: [SIG]
-----------------------------------
(Signature) (Description of Office)
(Signature) (Function)
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[SEAL]
Nova Scotia
CERTIFICATE OF INCORPORATION
Companies Act
Registry Number
3001422
Name of Company
3001422 NOVA SCOTIA COMPANY
I hereby certify that the above-mentioned company was incorporated this
date under the Companies Act and that the liability of the members is
unlimited.
Karen Richard September 24, 1996
- ------------------------------------------- ---------------------
A/Deputy Registrar of Joint Stock Companies Date of Incorporation
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[NOVA SCOTIA LOGO]
CERTIFICATE OF STATUS
Registry Number
3002457
I hereby certify that according to the records of this office
LDM TECHNOLOGIES COMPANY
was formed by virtue of amalgamation on September 29, 1996 under the Companies
Act of Nova Scotia as an unlimited liability company
and is a valid and subsisting company.
I further certify that according to the records of this office
LDM TECHNOLOGIES COMPANY
was registered under the Corporations Registration Act of Nova Scotia on
September 27, 1996 and the certificate is still in force.
I further certify that according to the records of this office, there are no
encumbrances filed with respect to the company under the Corporations
Securities Registration Act.
Karen Richard January 14, 1997
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Deputy Registrar of Joint Stock Companies Date of Issue
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[NOVA SCOTIA LOGO]
CERTIFICATE OF REGISTRATION
Corporations Registration Act
Registry Number
3002457
Name of Company
LDM TECHNOLOGIES COMPANY
I hereby certify that the above-mentioned company, resulting from the
amalgamation of:
3001422 NOVA SCOTIA COMPANY
ARROW MOULDED PLASTICS OF CANADA LIMITED
is hereby registered this date under the Corporations Registration Act.
N M Homans September 29, 1996
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A/Deputy Registrar of Joint Stock Companies Date of Registration
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[NOVA SCOTIA LOGO]
CERTIFICATE OF AMALGAMATION
Companies Act
Registry Number
3002457
I hereby certify that
3001422 NOVA SCOTIA COMPANY
ARROW MOULDED PLASTICS OF CANADA LIMITED
having entered into an amalgamation subsequently approved by Order of the
Supreme Court of Nova Scotia, have amalgamated and the name of the amalgamated
company is:
LDM TECHNOLOGIES COMPANY
and the amalgamation is approved by the Registrar of Joint Stock Companies
effective this date and the liability of the members is unlimited.
N M Homans September 29, 1996
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A/Deputy Registrar of Joint Stock Companies Date of Amalgamation