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Exhibit 3.90
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CANADA BUSINESS [logo] LOI SUR LES SOCIETES
CORPORATIONS ACT COMMERCIALES CANADIENNES
FORM 1 FORMULE 1
ARTICLES OF INCORPORATION STATUTS CONSTITUTIES
(SECTION 6) (ARTICLE 6)
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1 - Name of Corporation Denomination de la societe
SERVICES SECURIVOL INC.
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2 - The place in Canada where the registered office Lieu au Canada ou doit etre situe le siege social
is to be situated
Judicial district of Longueuil, province of Quebec
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3 - The classes and any maximum number of shares that Categories et tout nombre maximal d'actions que la
the corporation is authorized to issue corporation est autorisee a emettre
Schedule 1 attached hereto forms an integral part of this form.
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4 - Restrictions if any on share transfers Restrictions sur le transfert des actions s'il y a lieu
No share in the share capital of the Corporation may be transferred without (a) the consent of a majority of the directors of
the Corporation, which consent shall be witnessed by a resolution of the Board of Directors entered in the registers of the
Corporation; or without (b) the written consent of the holders of a majority of the voting shares of the share capital of the
Corporation then issued and outstanding.
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5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimum et maximum) d'administrateurs
Minimum 1 and maximum 7
Minimum 1 Maximum 8
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6 - Restrictions if any on businesses the corporation Restrictions imposees quant aux entreprises que la
may carry on corporation peut exploiter, s'il y a lieu
Not applicable
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7 - Other provisions if any Autres dispositions s'il y a lieu
Schedules 2 and 3 attached herewith form an integral part of this form.
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8 Incorporators Fondateurs
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Names-Noms Address (include postal code) Signature
Adresse (inclure le code postal)
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Johanne Lavoie 657 Marseille Street [signed] Johanne Lavoie
Repentigny, Quebec J6A 2G4
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FOR DEPARTMENT USE ONLY A L'USAGE DU MINISTERE SEULEMENT
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Corporation No - N DEG. de la corporation Filed - Deposee
174272-8 3/8/84
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SCHEDULE 1
The authorized share capital of the Corporation is comprised of redeemable,
11% non-cumulative, non-voting preferred shares as well as of common shares, all
without nominal or par value.
PREFERRED SHARES
The preferred shares, as a class, shall be subject to the rights,
privileges, restrictions and conditions hereinafter stated:
1. The registered holders of the preferred shares shall, in each fiscal year
of the Corporation, be entitled to receive, when declared by the directors of
the Corporation, fixed, non-cumulative, preferential dividends of 11% per year,
but not more, on an amount equal to the total consideration for which such
preferred shares were issued, at such times, for such amounts and at such place
or places as the Board of Directors may, from time to time, determine. No
dividend may be declared or paid or set aside for payment on or in respect of
any other shares of the share capital of the Corporation, at any time whatsoever
during any fiscal year of the Corporation, unless dividends in the amount of 11%
per share have been declared and paid or set aside for payment on all the
preferred shares then issued and outstanding. The preferred shares shall not
otherwise be entitled to share in the profits or surplus assets of the
Corporation.
2. Subject to the provisions of Section 34 of the CANADA BUSINESS CORPORATIONS
ACT, the Corporation has the right, at its discretion, to redeem for
cancellation, at any time, all or, from time to time, any of the preferred
shares then issued and outstanding, by acquiring such shares by tender or, with
the unanimous consent of the holders of preferred shares, by private agreement,
at such prices as the Board of Directors of the Corporation may determine, but
not exceeding the redemption price set forth in paragraph 3 below.
However, in the case of a redemption of shares pursuant to tenders, the
Corporation shall notify all the holders of preferred shares, in the manner
prescribed in the By-laws of the Corporation with respect to notices of
meetings, of its intention to request tenders and, if two or more tenders for
preferred shares at the same price are received and such shares, when added to
all the shares for which tenders at lower prices have already been received,
represent a higher total of shares than the number of shares subject to
redemption at such date, then the Corporation shall allocate among the
shareholders tendering their shares at the same price such number of shares as
is required to complete the number of shares subject to redemption on such date.
The shares shall be cancelled on the date of acquisition thereof.
3. Subject to the provisions of Section 34 of the CANADA BUSINESS CORPORATIONS
ACT, the Corporation has the right, at its discretion, to redeem at any time,
all or, from time to time, any of the preferred shares then issued and
outstanding, upon notice as set forth below and upon payment of the redemption
price, ie, the amount of the total
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consideration for which the preferred shares subject to redemption were issued,
plus an amount equal to all declared and unpaid dividends thereon.
In the event of a partial redemption, the shares to be redeemed shall, as
much as possible, be selected pro rata among the holders of all the preferred
shares then issued and outstanding. Not less than 15 days before the date fixed
for the redemption of the preferred shares, the Corporation shall give notice in
writing of its intention to redeem such shares to each person who, on the day
such notice is sent, is a registered holder of preferred shares subject to
redemption. However, any holder of such preferred shares may, without prejudice
to the rights of the other holders of preferred shares, exempt the Corporation
from giving notice to such holder. Notice, if any, shall be given by prepaid
registered mail addressed to the registered holder at his last address as it
appears in the registers of the Corporation or, if the address of such holder
does not appear in the registers of the Corporation, at his last known address.
Such notice shall state the date on which redemption shall occur as well as the
place or places designated for payment of the redemption price, and, in the case
of a partial redemption, the number of shares subject to redemption held by the
person to whom the notice is addressed. If the notice of redemption is given as
aforesaid and if an amount sufficient for the redemption of the preferred shares
to be redeemed is deposited with the Corporation's bankers or in any other place
or places designated in the notice, on the date fixed for the redemption or
prior thereto, the holders of such shares shall, thereafter, have no rights in
or against the Corporation nor any other right, except the right to receive
payment of such redemption price out of the funds so deposited upon presentation
and surrender of the certificates representing such shares to be redeemed. On
the date of such deposit, the preferred shares so redeemed shall be considered
as having been redeemed and shall be cancelled.
In the event of the winding up or liquidation of the Corporation or of any
distribution of capital of the Corporation, no amount shall be paid and no
assets shall be distributed to the holders of shares of any other class of
shares of the Corporation until the total amount of the consideration received
for the preferred shares held by the holders of preferred shares has been paid
to such holders respectively, plus an amount equal to any declared and unpaid
dividend thereon, and the holders of the preferred shares shall be entitled to
payment in equal and proportionate shares of all such moneys out of the assets
of the Corporation, in preference and priority to the holders of shares of any
other class of shares of the Corporation. The remaining assets and funds of the
Corporation shall be distributed and paid to the holders of shares of the other
classes of shares of the Corporation according to their respective interests.
5. Unless otherwise expressly provided herein and in the CANADA BUSINESS
CORPORATIONS ACT, the holders of the preferred shares are not, as such, entitled
to vote in an election of the directors or for any other purpose and are not
entitled to receive notice of or attend meetings of shareholders.
6. So long as preferred shares shall remain issued and outstanding, the
Corporation may not, except with the approval of the holders of the preferred
shares as set forth hereafter and provided the Corporation has complied with the
relevant provisions of the
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CANADA BUSINESS CORPORATIONS ACT, create any other shares ranking prior to or
pari passu with the preferred shares, or voluntarily wind up or liquidate the
Corporation or in any way reduce the capital of the Corporation so as to cause
the distribution of the assets on other shares of its share capital, or repeal,
amend or otherwise change the provisions hereof as they relate to the preferred
shares.
The approval of the holders of preferred shares referred to above shall be
deemed to be sufficiently given if contained in a resolution passed by not less
than 2/3 of the votes cast by the shareholders voting on such resolution at a
meeting of the holders of preferred shares called for such purpose and at which
such holders are entitled to one vote for each preferred share held by them
respectively, or contained in a document signed by all the holders of preferred
shares then issued and outstanding. Any approval so given shall be binding upon
all the holders of preferred shares.
COMMON SHARES
Subject to the rights, privileges, restrictions and conditions attaching to
the preferred shares, the common shares as a class shall confer upon the holders
thereof equal rights, including the following:
(a) the right to vote at any meeting of shareholders;
(b) the right to receive any dividend declared by the Corporation; and
(c) the right to share in the residual assets upon the winding up of the
Corporation.
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SCHEDULE 2
1. The directors of the Corporation may, without the authorization of the
shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) subject to Section 42 of the CANADA BUSINESS CORPORATIONS ACT, give a
guarantee in the name of the Corporation to secure an obligation of
any person; and
(d) create a security interest, in particular by means of a hypothec in
all or any property of the Corporation, owned or subsequently
acquired, to secure any obligations of the Corporation.
No limitations and restrictions shall apply to 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.
2. The directors of the Corporation may, if deemed appropriate,
notwithstanding the provisions of the Civil Code of the Province of Quebec,
hypothecate, pledge or assign and transfer the movable or immovable property of
the Corporation, owned or subsequently acquired, to secure the payment of the
bonds or other securities of the Corporation, or consent only part of such
guarantees for such purposes, and create the aforementioned hypothec or pledge
by deed of trust, pursuant to Sections 28 and 29 of SPECIAL CORPORATE POWERS ACT
(R.S.Q.,P-16) or in any other manner.
The directors of the Corporation may also hypothecate or otherwise secure
the immovable property, or pledge or otherwise secure the movable property of
the Corporation, or create such various forms of security, to secure the payment
of loans made other than through the issuance of bonds, and the payment or
performance of other debt, contracts and undertakings of the Corporation.
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SCHEDULE 3
1. The number of shareholders in the Corporation, exclusive of employees and
former employees who were and continue to be shareholders of the Corporation, is
limited to not more than fifty (5), two (2) or more persons who are the joint
holders of one (1) or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation
is prohibited.