EXHIBIT 3.4
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FORM 1
BUSINESS CORPORATIONS ACT
(SECTION 6)
ALBERTA REGISTRIES ARTICLES OF INCORPORATION
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1. NAME OF CORPORATION
899776 ALBERTA LTD.
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2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE
See attached Schedule.
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3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY)
No shares of the capital of the Corporation shall be transferred
without the express consent of the board of directors of the
Corporation, signified by a resolution passed by the board.
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4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE
CORPORATION MAY HAVE
A minimum of 1 and a maximum of 9.
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5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
OR RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE
RESTRICTION(S)
None.
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6. OTHER RULES OR PROVISIONS (IF ANY)
See attached Schedule.
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7. DATE
2000-10-02
YEAR MONTH DAY
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ADDRESS
INCORPORATORS' NAMES: (INCLUDING POSTAL CODE) SIGNATURE
Brenda R. Noviesky 3000, 237 - 4th Avenue S.W. /s/ Brenda R. Noviesky
Calgary, Alberta T2P 4X7 ----------------------
SCHEDULE OF SHARE PROVISIONS
The Corporation is authorized to issue an unlimited number of Class "A" Common,
an unlimited number of Class "B" Common and an unlimited number of Preferred
shares each subject to the rights, privileges, restrictions and conditions as
set forth below:
(1) The Class "A" Common shares and the Class "B" Common shares shall be
subject to the following rights, privileges, restrictions and
conditions:
(a) The holders of Class "A" Common shares shall be entitled to
receive notice of, attend at and vote at all meetings of
shareholders on the basis of one (1) vote for each Class "A"
Common share held;
(b) Subject to the provisions of the Business Corporations Act,
the holders of Class "B" Common shares shall not be entitled
to receive notice of, attend at or vote at any meetings of
shareholders;
(c) The holders of Class "A" Common shares and Class "B" Common
shares shall be entitled to receive dividends as and when
declared by the Corporation. Dividends may be paid on the
Class "A" Common shares (to the complete exclusion of the
Class "B" Common shares), or on the Class "B" Common shares
(to the complete exclusion of the Class "A" Common shares), or
in part on each such class;
(d) Upon the liquidation or dissolution of the Corporation, the
holders of Class "A" Common shares and Class "B" Common shares
shall, subject to the rights, privileges, restrictions and
conditions attaching to any other Class of shares of the
Corporation, be entitled to share, pro rata, according to the
number of Class "A" Common shares and Class "B" Common shares
held, in the remaining property of the Corporation; and
(e) Except as hereinbefore provided, Class "A" Common shares and
Class "B" Common shares shall rank pad passu with each other.
(2) The Preferred shares shall be subject to the following rights,
privileges, restrictions and conditions:
(a) The Redemption Price with respect to each Preferred share
shall be fixed by the directors at the time of the first
issuance of any such Preferred shares and shall equal the
amount obtained when the difference, if positive, between:
(i) the fair market value, at the time of the first
issuance of any Preferred shares, of all
consideration received by the Corporation in
connection with such issuance (whether or not, in
connection with such issuance, the Corporation also
issues or gives any non-share consideration in
exchange for the consideration received) and
(ii) the fair market value of any non-share consideration
issued by the Corporation for the consideration
received, is divided by the number of Preferred
shares so issued. The Redemption Price may be
adjusted in accordance with the provisions of any
written agreement between the Corporation and the
subscriber for any such Preferred shares;
(b) The holders of Preferred shares shall be entitled to receive
and, the Corporation shall pay thereon, as and if declared by
the board of directors, out of the moneys
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of the Corporation properly applicable to the payment of
dividends, non-cumulative dividends at a rate to be determined
by the directors upon the first issuance of any such shares.
In respect of the fiscal year of the Corporation in which a
particular Preferred share is issued, such dividends in
respect thereof shall accrue from the date of allotment of
such Preferred share. The board of directors shall be entitled
from time to time to declare part of the said non-cumulative
dividend for any fiscal year, notwithstanding that such
dividend for such fiscal year shall not be declared in full.
If within three (3) months after the expiration of any fiscal
year of the Corporation the board of directors in its
discretion shall not declare any dividend on the Preferred
shares for such fiscal year, or shall only declare a part of
the said non-cumulative dividend, then the rights of the
holders of the Preferred shares to such dividend for such
fiscal year shall, as to the undeclared part thereof, be
forever extinguished. The holders of the Preferred shares
shall not be entitled to any dividends other than or in excess
of the non-cumulative dividends hereinbefore provided for;
(c) In the event of the liquidation, dissolution or winding up of
the Corporation or other distribution of assets or property of
the Corporation among shareholders for the purpose of
winding-up its affairs, the holders of Preferred shares shall
be entitled to receive from the assets and property of the
Corporation, a sum equivalent to the Redemption Price plus all
declared but unpaid dividends thereon, in respect of each
Preferred share held by them respectively, before any amount
shall be paid or any property or assets of the Corporation
distributed to the holders of any Class of common shares or
any other Class or series of shares ranking junior to the
Preferred shares. After payment to the holders of the
Preferred shares of the amount so payable to them as
hereinbefore provided for, they shall not be entitled to share
any further in the distribution of the assets or property of
the Corporation;
(d) Subject to the provisions of the Business Corporations Act,
the Corporation may, upon giving notice as hereinafter
provided, redeem at any time the whole or from time to time
any part of the then outstanding Preferred shares on payment
for each share to be redeemed of the Redemption Price plus all
declared but unpaid dividends thereon. In case a part only of
the then outstanding Preferred shares is at any time to be
redeemed, the Preferred shares so to be redeemed shall be
selected from the outstanding Preferred shares held by each
holder as nearly (disregarding fractions), as may be in
proportion to his total holding of such shares;
(e) In the case of redemption of Preferred shares under the
provisions of clause (d) hereof, the Corporation shall at
least thirty (30) days before the date specified for
redemption mail or deliver to each person who at the date of
mailing or delivery is a holder of Preferred shares to be
redeemed, a notice in writing of the intention of the
Corporation to redeem such Preferred shares. In case of
mailing, such notice shall be mailed by letter, postage
prepaid, addressed to the holder at his address as it appears
on the records of the Corporation or in the event of the
address of any such holder not so appearing, then to the last
known address of such holder. Such notice shall specify (i)
the number of Preferred shares that the Corporation desires to
redeem; (ii) the business day (the "Redemption Date") on which
the Corporation desires to redeem the Preferred shares; (iii)
the amount of all declared but unpaid dividends with respect
to the Preferred shares to be redeemed; and (iv) the place or
places of redemption;
On or after the Redemption Date, the Corporation shall pay or
cause to be paid in respect of each Preferred share to be
redeemed, to or to the order of the holders of the Preferred
shares to be redeemed, the Redemption Price thereof
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plus all declared but unpaid dividends thereon, if any, on
presentation and surrender at the head office of the
Corporation or any other place designated in such notice of
the certificates representing the Preferred shares called for
redemption. Such payment shall be made by cheque payable at
par at any branch of the Corporation's bankers for the time
being in Canada. If a part only of the shares represented by
any certificate are to be redeemed, a new certificate for the
balance shall be issued at the expense of the Corporation.
From and after the Redemption Date the holders of the
Preferred shares called for redemption shall cease to be
entitled to dividends and shall not be entitled to exercise
any of the rights of shareholders in respect thereof unless
payment of the Redemption Price plus all declared but unpaid
dividends thereon shall not be made upon presentation of
certificates in accordance with the foregoing provisions, in
which case the rights of the holders shall remain unaffected.
The Corporation shall have the right at any time after the
mailing of notice of its intention to redeem any Preferred
shares to deposit the Redemption Price plus all declared but
unpaid dividends thereon, if any, of the shares so called for
redemption with respect to such of the said shares represented
by certificates as have not at the date of such deposit been
surrendered by the holders thereof in connection with such
redemption to a special account in any chartered bank or any
trust company in Canada named in such notice, to be paid
without interest to or to the order of the respective holders
of such Preferred shares called for redemption upon
presentation and surrender to such bank or trust company of
the certificates representing same. Upon such deposit being
made or upon the date specified for redemption in such notice,
whichever is the later, the Preferred shares in respect
whereof such deposit shall have been made shall be redeemed
and the rights of the holders thereof after such deposit or
such redemption date, as the case may be, shall be limited to
receiving, without interest, their proportionate part of the
total Redemption Price plus all declared but unpaid dividends
thereon, if any, so deposited against presentation and
surrender of the said certificates held by them respectively,
(f) Subject to the provisions of the Business Corporations Act,
the Corporation may purchase at any time the whole or from
time to time any part of the then outstanding Preferred shares
on payment for each share to be purchased of the Redemption
Price thereof plus all declared but unpaid dividends thereon,
if any. The provisions of clauses (d) and (e) above shall
apply mutatis mutandis to any such purchase;
(g) A holder of Preferred shares shall, subject to the provisions
of clause (h) below, be entitled by written notice given to
the Corporation at its registered office in Alberta, to
require the Corporation at the option of such holder, to
either redeem or purchase all or any of the issued and
outstanding Preferred shares held by such holder. The holder
shall tender with such notice to the Corporation at its head
office a share certificate or certificates representing the
Preferred shares which the registered holder desires to have
the Corporation redeem or purchase together with a request in
writing specifying (i) that the registered holder desires to
have the Preferred shares represented by such certificate or
certificates redeemed or purchased by the Corporation and, if
part only of the Preferred shares represented by such
certificate or certificates is to be redeemed or purchased,
the number thereof to be so redeemed or purchased; and (ii)
the business day (the "Redemption Date") on which the holder
desires to have the Corporation redeem or purchase such
Preferred shares;
Unless waived by the Corporation, the Redemption Date shall be
not less than thirty (30) days after the day on which the
request in writing is given to the Corporation. Upon receipt
of a share certificate or certificates representing the
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Preferred shares which the registered holder desires to have
the Corporation redeem or purchase together with such a
request, the Corporation shall on the Redemption Date redeem
such Preferred shares by paying to such registered holder the
Redemption Price per Preferred share for each such share being
redeemed or purchased plus all declared but unpaid dividends
thereon. Such payment shall be made by cheque payable at par
at any branch of the Corporation's bankers for the time being
in Canada. If a part only of the shares represented by any
certificate be redeemed or purchased a new certificate for the
balance shall be issued at the expense of the Corporation. The
said Preferred shares shall be redeemed or purchased on the
Redemption Date and from and after the Redemption Date such
shares shall cease to be entitled to dividends and the holder
thereof shall not be entitled to exercise any of the rights of
holders of Preferred shares in respect thereof unless payment
of the Redemption Price per Preferred share plus all declared
but unpaid dividends thereon is not made on the Redemption
Date, in which event the rights of the holder of the said
Preferred shares shall remain unaffected;
(h) In the event that a redemption or purchase by the Corporation
of those Preferred shares specified in the written notice
given to it by a holder of Preferred shares pursuant to the
provisions of clause (g) above cannot be complied with without
contravening a provision or provisions of the Business
Corporations Act or some other applicable legislation, then
the Corporation shall only redeem or purchase, as the case may
be, such proportion (if any, and disregarding fractions) of
the issued and outstanding Preferred shares held by each
holder thereof as can be redeemed or purchased without causing
such contravention and the Corporation shall redeem or
purchase the balance of the outstanding Preferred shares in
respect of which the Corporation has received notices for
redemption or purchase on a pro rata basis, disregarding
fractions, at such time or times as such redemption or
purchase can be made without causing the Corporation to be in
contravention of the Business Corporations Act or some other
applicable legislation;
(i) If it is determined at any time subsequent to the date of
issue of a Preferred share and prior to its redemption or
purchase by the Corporation, that the Redemption Price of that
share exceeded or was exceeded by the fair market value as at
such date of the consideration received therefor (herein the
"Fair Market Value of the Consideration"), then (i) if the
Redemption Price exceeded the Fair Market Value of the
Consideration, then as and from such determination the
Redemption Price shall be reduced by the amount required to
eliminate such excess; and (ii) if the Redemption Price is
exceeded by the Fair Market Value of the Consideration, then
as and from such determination the Redemption Price shall be
increased by the amount required to eliminate such excess or
the Corporation shall forthwith issue that number of Preferred
shares as may be required to eliminate such excess;
If it is determined at any time subsequent to the date of
issue of a Preferred share and subsequent to its redemption or
purchase by the Corporation, that the Redemption Price of that
share exceeded or was exceeded by the Fair Market Value of the
Consideration as at such date, then (i) if the Redemption
Price exceeded the Fair Market Value of the Consideration,
then the holder of that Preferred share shall forthwith pay to
the Corporation an amount equal to such excess; and (ii) if
the Redemption Price is exceeded by the Fair Market Value of
the Consideration, then the Corporation shall forthwith pay to
the holder of that Preferred share an amount equal to such
excess or shall issue that number of Preferred shares as may
be required to eliminate such excess;
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(j) Subject to the provisions of the Business Corporations Act,
the holders of Preferred shares shall not be entitled to
receive notice of, attend at or vote at any meetings of
shareholders;
(3) Notwithstanding anything herein expressed or implied to the contrary,
no dividend shall be declared or paid on any common shares of the
Corporation if such declaration or payment would cause the realizable
value of the assets of the Corporation to be less than the aggregate
of:
(a) Its liabilities;
(b) The stated capital of all issued and outstanding shares of the
Corporation; and
(c) The amount the Corporation would be required to pay on a
complete redemption or purchase of any issued and outstanding
Preferred shares of the Corporation.
SCHEDULE OF OTHER PROVISIONS
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(1) The number of shareholders of the Corporation, exclusive of:
(a) persons who are in its employment or that of an affiliate; and
(b) persons who, having been formerly in its employment or that of
an affiliate, were, while in that employment shareholders of
the Corporation and have continued to be shareholders of the
Corporation after termination of that employment;
is limited to not more than 50 persons, 2 or more persons who are the
joint registered owners of 1 or more shares being counted as 1
shareholder.
(2) Any invitation to the public to subscribe for the securities of the
Corporation is prohibited.