EXHIBIT 3.35
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Filed June 18, 1974
Ontario Ministry of Consumer and Commercial Relations
ARTICLES OF INCORPORATION
1. The name of the corporation is HAMILTON DIGITAL DESIGNS LTD.
2. The head office is at the city of Hamilton in the Regional Municipality
of Hamilton- Wentworth.
3. The address of the head office is 201 Roberts Street, Hamilton.
4. The number of directors is three (3).
5. The first directors are:
Anthony Joseph Powell 301-78 Victoria Street, Hamilton, Ontario
James Richard Turnbull 455 Bay Street North, Hamilton, Ontario
Robert Arthur Otto 404-1868 Main Street West, Hamilton, Ontario
6. The objects for which the corporation is incorporated are:
(a) To act as engineering consultants and advisers in general to
the management and executives of any commercial enterprise or
industrial organization;
(b) To conduct any consumer research programme and to act as
consultants in respect thereof, either as principal or agent;
(c) To conduct, either as agents or principals, executive and
personality evaluation tests for individuals or for any
commercial or industrial organization;
(d) To provide engineering services on a sub-contractor level for
other firms;
(e) To build and construct electronic equipment;
(f) To design and construct prototype electronic equipment;
(g) To provide facilities for lay-outs and constructing electronic
controls, etc.;
(h) To provide engineering and design services for the preparation
and completion of tape lay-outs and circuits;
(i) To provide components for same.
7. The authorized capital is to be divided into Three Thousand, Five
Hundred (3,500) Preference Shares with a par value of Ten Dollars
($10.00) each and Five Thousand (5,000) Common Shares without par
value; provided that the Common Shares shall not be issued for a
consideration exceeding in amount or value the sum of Five Thousand
Dollars ($5,000) or such greater amount as the Board of Directors of
the Company deems expedient on payment to the Treasurer of Ontario of
the fees payable on such greater amount and on the issuance by the
Minister of a certificate of such payment.
8. The designations, preferences, rights, conditions, restrictions,
limitations or prohibition attaching to the special shares, if any,
are:
(1) The holders of the Preference Shares shall not be entitled to
vote at any meetings of the Shareholders, but shall be
entitled to notice of meetings of Shareholders called for the
purpose of authorizing the dissolution of the Corporation or
the sale of its undertaking or a substantial part thereof; the
holders of Common Shares shall be entitled to one (1) vote for
each Common Share held by them at all meetings of
Shareholders;
(2) The holders of the Preference Shares shall in each year, in
the discretion of the Directors but always in preference and
priority to any payment of dividends on the Common Shares for
such year, be entitled out of any or all profits or surplus
available for dividends to non-cumulative dividends at the
rate of six per cent (6%) per annum on the amount paid up on
the Preference Shares. If in any year, after providing for the
full dividend on the Preference Shares, there shall remain any
profits or surplus available for dividends, such profits or
surplus or any part thereof may, in the discretion of the
Directors, be applied to dividends on the Common Shares;
(3) The Preference Shares shall rank, both as regards dividend and
return of capital, in priority to all other shares of the
Corporation, but shall not confer any further right to
participate in profits or assets;
(4) The Corporation may, upon giving notice as hereinafter
provided, redeem the whole or any part of the Preference
Shares on payment for each share to be redeemed of the amount
paid up thereon, together with all dividends declared thereon
and unpaid; not less than thirty (30) days notice in writing
of such redemption shall be given by mailing such notice to
the registered holders of the shares to be redeemed specifying
the date and place or places of redemption; if notice of any
such redemption be given by the Corporation in the manner
aforesaid and an amount sufficient to redeem the shares be
deposited with any trust Company or chartered bank in Canada,
as specified in the notice, on or before the date fixed for
redemption, dividends on the Preference Shares to be redeemed
shall cease after the date so fixed for redemption and the
holders thereof shall thereafter have no rights against the
Corporation in
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respect thereof except, upon the surrender of certificates for
such shares, to receive payment therefor out of the monies so
deposited;
(5) The Corporation may, at any time and from time to time,
purchase for cancellation the whole or any part of the
Preference Shares at the lowest price, at which, in the
opinion of the Directors, such shares are obtainable but not
exceeding the amount paid up thereon, together with all
dividends declared thereon and unpaid.
(6) In the event of the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders
of the Preference Shares shall be entitled to receive, before
any distribution of any part of the assets of the Corporation
among the holders of any other shares, the amount paid up
thereof and any dividends declared thereon and unpaid and no
more.
9. The restrictions, if any, on the allotment, issue or transfer of shares
are:
No share of the Corporation shall at any time be transferred
to any person without the approval of the holder or holders of
at least fifty-one per centum (51%) of the outstanding Common
Shares.
9.A. The special provisions, if any, are:
(i) The number of Shareholders of the Corporation is limited to
not more than fifty (50), two (2) or more persons who are the
joint registered owners of one (1) or more shares being
counted as one (1) Shareholder;
(ii) Any invitation to the public to subscribe to the shares of the
Corporation is hereby prohibited;
(iii) The Corporation may purchase any of its Common Shares out of
surplus in accordance with the Provisions of Section 39 of The
Business Corporations' Act, 1970.
10. The Shares, if any, to be taken by the incorporators are:
INCORPORATORS FULL NAMES, NUMBER OF CLASS DESIGNATION AMOUNT TO
INCLUDING ALL GIVEN NAMES SHARES BE PAID $
------------------------- ------------- -------------------- -------------
ANTHONY JOSEPH POWELL ONE COMMON $1.00
JAMES RICHARD TURNBULL ONE COMMON $1.00
ROBERT ARTHUR OTTO ONE COMMON $1.00
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11. The names and residence addresses of the incorporators are:
FULL NAMES, INCLUDING FULL RESIDENCE ADDRESS GIVING
ALL GIVEN NAMES STREET & NO. OR R.R. NO.,
MUNICIPALITY OR POST OFFICE
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ANTHONY JOSEPH POWELL 301-78 Victoria Street, Hamilton, Ontario
JAMES RICHARD TURNBULL 455 Bay Street North, Hamilton, Ontario
ROBERT ARTHUR OTTO 404-1868 Main Street West, Hamilton, Ontario
THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER
SIGNATURES OF INCORPORATORS
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Anthony Joseph Powell James Richard Turnbull
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Robert Arthur Otto
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Filed February 19, 1992
Ontario Ministry of Consumer and Commercial Relations
ARTICLES OF AMENDMENT
1. The present name of the corporation is HAMILTON DIGITAL DESIGNS LTD.
2. The name of the corporation is changed to (if applicable): Not
applicable.
3. Date of incorporation: 18 June 1974.
4: The articles of the corporation are amended as follows:
"1. The number of directors is hereby changed so that the maximum
number of directors shall be a minimum of one (1) and a
maximum of five (5)."
5. The amendment has been duly authorized as required by Sections 167 and
169 (as applicable) of the Business Corporations Act.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on 25
November 1991.
These articles are signed in duplicate.
HAMILTON DIGITAL DESIGNS LTD.
(Name of Corporation)
By: James B. Mitchell, President and
Secretary-Treasurer
Filed October 13, 1994
Ontario Ministry of Consumer and Commercial Relations
ARTICLES OF AMENDMENT
1. The present name of the corporation is HAMILTON DIGITAL DESIGNS LTD.
2. The name of the corporation is changed to (if applicable): Not
applicable.
3. Date of incorporation: 18 June 1974.
4: The articles of the corporation are amended as follows:
"1. Amend the objects for which the Corporation has been
incorporated so that there shall be no restriction on the
business the Corporation may carry on or on the powers the
Corporation may exercise;
2. Increase the capital of the Corporation by creating an
unlimited number of Common Shares.
3. Decrease the capital of the Corporation by canceling the 3,500
Preference Shares;
4. Increase the capital of the Corporation by creating an
unlimited number of Special Shares;
5. Provide that the Special Shares shall have attached thereto
the following designations, preferences, rights, conditions,
limitations and prohibitions:
(a) The holders of the Special Shares shall be entitled
in priority to the holders of the Common Shares and
all other shares, out of any and all profits or
surplus available for dividends, to fixed,
preferential, cumulative, cash dividends at the rate
of 10% per annum; except with the consent in writing
of the holders of all the Special Shares outstanding,
no dividend shall at any time be declared or paid
upon, or set apart for payment on the Common Shares
in any year unless and until any preferential,
cumulative dividend on all the Special Shares which
has been declared and is outstanding has been paid or
set apart for payment; if in any year, after
providing for any such dividend on the Special Shares
in such amount as the directors may determine, there
shall remain any profits or surplus available for
dividends, such profits or surplus, or any part
thereof may, in the discretion of the directors, be
applied to dividends on the Common Shares;
(b) The Special Shares shall rank both as regards
dividends and repayment of capital, in priority to
the Common Shares of the Corporation but shall not
confer any further right to participate in profits or
assets;
(c) A holder of Special Shares shall, at any time after
the expiration of four (4) years from the date of
acquisition thereof, be entitled to require the
Corporation to redeem at any time or times all or any
of the Special Shares registered in the name of such
holder on the books of the Corporation by tendering
to the Corporation at its head office a share
certificate representing the Special Shares which the
registered holder desires to have the Corporation
redeem together with a request in writing specifying:
(i) that the registered holder desires to have
the Special Shares represented by such
certificate redeemed by the Corporation; and
(ii) the business day (in this paragraph referred
to as the "redemption date") on which the
holder desires to have the Corporation
redeem such Special Shares. The redemption
date shall be not less than thirty (30) days
after the day upon which the request in
writing is given to the Corporation.
Upon receipt of a share certificate representing the
Special Shares which the registered holder desires to
have the Corporation redeem together with such a
request, the Corporation shall on the redemption date
redeem such Special Shares by paying to such
registered holder an amount equal to the stated
capital of the Special Shares being redeemed together
with all cumulative dividends declared thereon and
unpaid. Such payment shall be made by cheque payable
at par at any branch of the Corporation's bankers for
the time being in Canada. The said Special Shares
shall be redeemed on the redemption date and from and
after the redemption date, such shares shall cease to
be entitled to dividends and the holders thereof
shall not be entitled to exercise any of the rights
of the holders of Special Shares in respect thereof
unless payment of the redemption price is not made on
the redemption date in which event the rights of the
holders of the Special Shares shall remain
unaffected.
At the option of the registered holder, upon the
expiration of said four-year period set forth above,
such Special Shares may be converted into Common
Shares at a rate of one times net sales. For purposes
hereof "net sales" shall mean revenues received by
the Corporation from the sale or lease of equipment,
products, systems
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and services provided by the Corporation net of
returns, allowances, Retail Sales Taxes and Goods &
Services Taxes collected, and taxes withheld in other
jurisdictions;
(d) In the event there is an offer to purchase a
controlling interest in the Corporation by anyone
other than James Mitchell, or in the event the
Corporation becomes a public corporation within the
meaning of the Securities Act of Ontario, the Special
Shares may, at the option of the registered holder(s)
thereof, be converted into Common Shares. The number
of such Common Shares issued under the provisions of
this clause to equal the stated capital of the
Special Shares being so converted plus any cumulative
dividends thereon declared and unpaid;
(e) The Corporation may, at any time and from time to
time, purchase for cancellation the whole or any part
of the Special Shares at the lowest price at which,
in the opinion of the directors, such shares are
obtainable, but not exceeding the stated capital
thereof, together with all dividends declared thereon
and unpaid;
(f) In the event of the liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, the holders of the Special Shares shall
be entitled to receive, before any distribution of
any part of the assets among the holders of the
Common Shares, the stated capital of the Special
Shares and any dividends declared thereon and unpaid
and no more;
(g) The holders of the Special Shares shall be entitled
to receive notice of and to exercise one (1) vote for
each Special Share held by them at all shareholders'
meetings;
(h) Any amendment to the Articles of Incorporation to
delete or vary any preference, right, condition,
restriction, limitation or prohibition attaching to
the Special Shares or to create special shares
ranking in priority to or on a parity with the
Special Shares, in addition to the authorization by a
special resolution, may be given by at least two-
thirds (2/3) of the votes cast at a meeting of the
holders of the Special Shares duly called for that
purpose;
(i) Holders of Common Shares shall be entitled to one (1)
vote for each Common Share held by them at all
shareholders' meetings;
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(j) The holders of Common Shares shall in each year in
the discretion of the directors, but always subject
to the dividend rights of the holders of the Special
Shares, be entitled, out of any or all profits or
surplus available for dividends to non-cumulative
dividends at a rate determined by the Board of
Directors.
(k) Subject to the rights of the holders of the Special
Shares, in the event of liquidation, dissolution or
winding-up of the Corporation, whether voluntary or
involuntary, the assets of the Corporation shall be
distributed amongst the holders of the Common Shares;
(l) The Corporation may purchase any of its Common Shares
in accordance with the provisions of the Business
Corporations Act."
5. The amendment has been duly authorized as required by Sections 167 and
169 (as applicable) of the Business Corporations Act.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on 12 October
1994.
These articles are signed in duplicate.
HAMILTON DIGITAL DESIGNS LTD.
(Name of Corporation)
By: James B. Mitchell, President
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