EXHIBIT 3.1a
ARTICLES OF INCORPORATION
1. The name of the Corporation is:
ROSEDALE DECORATIVE PRODUCTS LTD.
2. The address of the registered office:
731 Millway Avenue
Concord, Ontario L4K3S8
3. Number (or minimum and maximum number ) of directors is:
Minimum of one and maximum of ten
4. The first director(s) is/are:
First name initials and surname:
Sidney Ackerman
Residence address, giving Street & No. or R.R. No., Municipality and Postal
Code:
359 Lytton Boulevard
Toronto, Ontario M5N 1R9
Resident Canadian State Yes or No
Yes
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:
The Corporation is authorized to issue an unlimited number of shares
of one class designated as common shares.
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:
(a) Each common share shall entitle the holder thereof to receive dividends for
each financial year of the Corporation, when, as and if declared by the
board of directors of the Corporation, out of the monies of the Corporation
properly applicable to the payment of
dividends;
(b) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the common
shares shall be entitled to receive the remaining property of the
Corporation;
(c) The holders of the common shares shall be entitled to receive notice of and
to attend any meeting of the shareholders of the Corporation and shall be
entitled to one (1) vote in respect of each common share held at all
meetings of the shareholders of the Corporation.
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 of the Corporation shall be restricted in that
no share shall be transferred without the previous consent of the board of
directors of the Corporation, to be signified by a resolution passed by the
board or an instrument or instruments in writing signed by all of the
directors.
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 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, is limited to not more than 50, 2 or more persons who are
the joint registered owners of 1 or more shares being counted as 1
shareholder.
(b) Any invitation to the public to subscribe for securities of the Corporation
is prohibited.
(c) The directors of the Corporation may, without authorization of the
shareholders:
(1) borrow money on the credit of the Corporation;
(2) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantees of the Corporation whether
secured or unsecured;
(3) to the extent permitted by the Act, give directly or indirectly
financial assistance to any person by means of a loan, guarantee on
behalf of the Corporation to secure performance of any present or
future indebtedness, liability or obligation of any person, or
otherwise; and
(4) mortgage, hypothecate, pledge or otherwise create a security interest
in 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
undertakings to secure any such bonds, debentures, notes or other
evidences of indebtedness or guarantee or any other present or future
indebtedness, liability or obligation of the Corporation.
The board of directors may from time to time delegate to a committee of the
board of directors, a director or an officer of the Corporation or any
other person designated by the board of directors or by the Act to such
extent and in such manner as the board of directors may determine at the
time of the delegation.
10. The names and addresses of the incorporators are first name, initials
and surname or corporate name:
Sidney Ackerman
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:
359 Lytton Boulevard
Toronto, Ontario M5N 1R9
/S/ Sidney Ackerman
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Sidney Ackerman
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