EXHIBIT 3.1b
ARTICLES OF AMENDMENT
1. The name of the Corporation is:
ROSEDALE DECORATIVE PRODUCTS LTD.
2. Date of incorporation:
May 14, 1997
3. The articles of the Corporation are amended as follows:
A. By changing the classes and any maximum number of shares that the
Corporation is authorized to issue by creating an unlimited number of Class
A Special shares.
B. By providing that, after giving effect to the foregoing, the classes and
any maximum number of shares that the Corporation is authorized to issue
are:
An unlimited number of Class A Special shares; and
An unlimited number of common shares.
C. By providing that the rights, privileges, restrictions and conditions
attaching to the Class A Special shares are as follows:
CLASS A SPECIAL SHARES
(1) The holders of the Class A Special shares shall not be entitled to
receive any dividends.
(2) Except in connection with the retraction rights of Class A Special
shareholders as provided in subsection (4) below, the Corporation
shall not be entitled to redeem the Class A Special Shares.
(3) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holder of each
Class A Special share shall not be entitled to share in any
distribution of the property or assets of the Corporation.
(4) Any registered holder of Class A Special shares may, at his option,
upon giving notice as hereinafter provided, require the Corporation at
any time or times to redeem all or any part of the Class A Special
shares held by him, and the Corporation shall pay to such holder for
each such share which the holder requires to be redeemed an amount
equal to the stated capital per share (the "Class A Retraction
Amount"). In the event that any registered holder of Class A Special
shares desires to require the redemption, as aforesaid, of all or any
part of the Class A Special shares held by him, such registered holder
shall mail by prepaid mail addressed to the Corporation at its
registered office notice in writing of his intention to require
redemption, which notice shall also specify therein the number of
Class A Special shares to be so redeemed. On the date 14 days next
following the receipt of such notice by the Corporation (herein called
the "Class A Retraction Date"), the Corporation shall pay or cause to
be paid to the order of the registered holder of such Class A Special
shares the redemption price on presentation and surrender at the
registered office of the Corporation of the certificates representing
the Class A Special shares specified in the notice. If a part only of
the Class A Special shares represented by any certificate shall be
redeemed, a new certificate for the balance shall be issued at the
expense of the Corporation. From and after the Class A Retraction
Date, the holder of the Class A Special shares to be redeemed as
aforesaid shall not be entitled to exercise any of the rights as
shareholder in respect thereof unless payment of their redemption
price shall not be made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights of
the holder shall remain unaffected.
(5) The holders of the Class A Special shares shall be entitled to receive
notice of and to attend all meetings of the shareholders of the
Corporation and each Class A Special share shall confer a right to
vote in person or by proxy at all meetings of shareholders of the
Corporation. Subject to the foregoing, the total number of votes to
which the holders of the Class A Special shares as a class shall be
entitled at all such meetings of shareholders shall be equal to 200%
of the votes attaching to all of the then outstanding shares of the
Corporation other than the Class A Special shares, each Class A
Special share being entitled to the number of votes equal to the total
number of votes available to the Class A Special shares as aforesaid,
divided by the number of Class A Special shares then issued and
outstanding.
(6) The holders of the Class A Special shares shall not be entitled to
vote separately as a class or to dissent upon a proposal to amend the
Articles of the Company to:
(a) Increase or decrease any maximum number of authorized shares of
such class, or increase any maximum number of authorized shares
of a class having rights or privileges equal or superior to the
shares of such class;
(b) Effect an exchange, reclassification or cancellation of all or
part of the shares of such class; or
(c) Create a new class of shares equal or superior to the shares of
such class;
4. The amendment has been duly authorized as required by Sections 168 and 170
(as applicable) of the Business Corporations Act.
5. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the Corporation on
ROSEDALE DECORATIVE
PRODUCTS LTD.
By: /s/
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