Exhibit 3.2
FORM 1
ARTICLES OF INCORPORATION
(SECTION 6)
1. Name of Corporation: Dectron Internationale Inc.
2. The place in Canada where the registered office is to be situated:
Metropolitan Region of Montreal
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3. The classes and any maximum number of shares that the corporation is
authorized to issue: Schedule A annexed hereto is incorporated in this
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4. Restrictions, if any, on share transfers: NIL
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5. Number (or minimum and maximum number) of directors: minimum three (3) to
maximum ten (10)
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6. Restrictions, if any, on business the corporation may carry on: NIL
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7. Other provisions, if any: Schedule B annexed hereto is incorporated in
this for
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8. Incorporators
Name(s) Address (include postal code) Signature
Wendy Wrathall 44 2nd Avenue
St. Pierre, Quebec H8R 1L6
SCHEDULE A
WITH RESPECT TO THE
SHARE CAPITAL OF
DECTRON INTERNATIONALE INC.
Subject to the provisions of the Canada Business Corporation Act (R.S.C.
1985, c. C-44) (the "Act"), the rights, privileges, restrictions and
conditions attached to the two (2) classes of shares making up the share
capital of the Corporation shall be as provided below.
1. AUTHORIZED SHARE CAPITAL
The Corporation shall be authorized to issue two (2) classes of
shares, namely Common shares and Preferred shares.
The shares of the Common Class and Preferred Class shall be without
par value and may be issued in an unlimited number and for a consideration,
added to the stated capital account maintained for these shares, which shall
also be unlimited.
2. RIGHTS ATTACHING TO SHARES
The rights, privileges, restrictions and conditions attaching to
the shares making up the authorized share capital of the Corporation shall be
as provided below.
(I) COMMON SHARES:
A) VOTING RIGHTS
Each Common share shall entitle the holder thereof to receive notice of
any meeting of the shareholders of the Corporation, to attend such meetings
and to vote thereat. Each share shall entitle the holder thereof to one (1)
vote.
B) DECLARATION OF DIVIDENDS
Subject to the rights and privileges conferred on other classes of
shares as well as to the limitations set out in section 42 of the Act, each
Common share shall entitle the holder thereof to receive such dividends as
are declared by the board of directors of the Corporation. The amount as
well as the date, the time and the terms or manner of payment of the dividend
shall be left to the entire discretion of the board of directors.
C) LIQUIDATION, DISSOLUTION OR OTHER DISTRIBUTION OF ASSETS
Subject to the rights of holders of shares of any class ranking prior to
the Common shares, if for any reason, and, in particular, in the event of a
dissolution or a voluntary or involuntary winding-up or liquidation of the
Corporation, there is a distribution, in whole or in part, of the property or
assets of the Corporation to the holders of its shares, the repayment in
respect of the shares and the distribution of the remaining property shall
entitle each Common shareholder thereof
the right to share in the remaining property of the Corporation,
proportionally to the number of shares held by each such holder.
(II) PREFERRED SHARES:
The rights, privileges, restrictions and conditions attaching to the
Preferred shares of the Corporation as a class are as follows:
(1) Preferred Shares may at any time or from time to time be approved for
issuance and be issued by the board of directors in one or more series.
Prior to the issue of the shares of any such class or series, the board of
directors shall, subject to the limitations set out below, fix the number
of shares in, and determined the designation, rights, privileges,
restrictions and conditions attaching to the shares of such class or series
including, without limitations:
(a) The rate, amount or method of calculation of dividneds, if any, and
whether the same are subject to adjustments;
(b) whether such dividends are cumulative, partly cumulative or
non-cumulative;
(c) the dates, manner and currency of payments of dividends and the
dates from which dividends accrue or become payable;
(d) if redeemable, retractable or purchasable, the redemption,
retraction, or purchase prices and the terms and conditions of
redemption, retractions or purchase, with or without provision for
sinking or similar funds;
(e) any conversion, exchange or reclassification rights; and
(f) the right to receive notice of meetings of shareholders, to attend
and the right to vote thereat as well as any voting preferences;
(g) any other rights, privileges, restrictions and conditions not
inconsistent with these provisions;
The whole being subject to the receipt by the Director under the Canada
Business Corporations Act of articles of amendment designating and
fixing the number of Preferred Shares in such class or series and
setting forth the rights, privileges, restrictions and conditions
attaching to such series of Preferred Shares and the issue by the
Director of a certificate of amendment with respect to the articles of
amendment so filed.
(2) The Preferred Shares of each series shall, with respect to the
payment of dividneds and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Corporation, whether among
its shareholders for the purpose of winding-up its affairs, rank and be
entitled to a preference over the Common Shares and the shares of any
other class ranking junior to the Preferred Shares.
(3) The holders of a class or of a series of the Corporation are not
entitled to vote separately as a class or series and are not entitled to
dissent, upon a proposal to amend the Articles to:
(a) increase or decrease any maximum number of authorized shares of such
class or series, or increase any maximum number of authorized shares
of a class or series having rights or privileges equal or superior to
the shares of such class or series;
(b) effect an exchange, reclassification or cancellation of the shares of
such class or series; or
(c) subject to the exceptions contained in the Act, create a new class or
series of shares equal or superior to the shares of such class or
series.
(4) The holders of Preferred Shares shall not, as such, have any
pre-emptive right to subscribe for, purchase or receive any part of any
issue of securities of the Corporation now or hereafter authorized.
(III) AMENDMENTS SUBJECT TO CONFIRMATION BY ARTICLES OF
AMENDMENT:
Subject to confirmation by articles of amendment and the issue of a
certificate of amendment, the board of directors of the Corporation may, at
any time or times or from time to time, adopt a resolution or resolutions
whereby the terms hereof and of the foregoing paragraphs may be altered,
amended or repealed or the application thereof suspended in any particular
case and changes made in the rights, privileges, restrictions and conditions
attached to the shares of the Corporation, but no such resolution shall have
any force or effect until after it has been sanctioned by the vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) in value of
the voting shares then outstanding and of at least sixty-six and two-thirds
percent (66-2/3%) in value of shares of each class affected by such
amendment, in each case voting separately as a class at a meeting or meetings
specially called for such purposes.
SCHEDULE B
PERTAINING TO
OTHER PROVISIONS OF
DECTRON INTERNATIONALE INC.
In addition to the powers conferred by the articles, and without restricting
the generality of the powers conferred upon the directors by section 189 of
the Canada Business Corporation Act, R.S.C. 1985, c. C-44 (the "Act"), the
directors, if they see fit, and without having to obtain the authorization of
the shareholders, may:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the
Corporation;
(c) Give a guarantee on behalf of the Corporation to secure the
performance of an obligation of any person, subject to it being
established that the Corporation is or will be able to pay its
liabilities as they become due and that the realizable value of
its assets will not be less than the aggregate of its
liabilities and of its stated capital;
(d) grant a hypothec or a mortgage, even a floating hypothec or
charge, on a universality of property, movable or immovable,
present, or future, corporeal or incorporeal, of the Corporation;
and
(e) delegate one (1) or more of the above-mentioned powers to a
director, to an Executive Committee, to a committee of the Board
of Directors or to an officer of the Corporation.