Exhibit 3.37
CORPORATE ACCESS NUMBER
20597118
ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
DANKA BUSINESS FINANCE LTD.
WAS INCORPORATED IN ALBERTA ON FEBRUARY 3, 1994
By: /s/ H. Baker
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Registrar of Corporations
[Alberta Corporate
Registry Seal]
ALBERTA CONSUMER AND CORPORATE AFFAIRS
FORM I
ARTICLES OF INCORPORATION
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1. Name of Corporation:
DANKA BUSINESS FINANCE LTD.
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2. The classes, and any maximum number of shares that the Corporation is
authorized to issue:
See Schedule "A" attached hereto.
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3. Restrictions on share transfers (if any):
No shares of the Corporation shall be transferred without the consent of
the Board of Directors of the Corporation.
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4. Number, or Minimum and Maximum number, of directors that the Corporation
may have:
No fewer than One (1) and not more than Seven (7).
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5. If the Corporation is restricted from carrying on a certain business, or
restricted to carrying on a certain business, specify the restriction(s):
See Schedule "B" attached hereto .
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6. Other rules or provisions (if any):
See Schedule "C" attached hereto.
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7. Date: 1994 February 3rd
Year Month Day
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Incorporators Name(s) Address (including Postal Code) Signature
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DIXIE D. MARTIN #200, 630 - 4th Avenue S.W. /s/ D. Martin
Calgary, Alberta T2P OJ9
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For Departmental Use Only
Corporate Access No. Incorporation Date:
SCHEDULE "A"
Attached to and forming part of the
Articles of Incorporation of
DANKA BUSINESS FINANCE LTD.
The shares which the Corporation is authorized to issue are:
(a) an unlimited number of Class "A" Common voting shares, the holders of
which are entitled:
(i) to receive notice of and to attend and vote at all meetings of
shareholders, except meetings at which only holders of a
specified class of shares are entitled to vote;
(ii) to receive any dividend declared by the Corporation on this
class of shares; provided that the Corporation shall be entitled
to declare dividends on the Class "B" Common voting shares, the
Class "C" Common non-voting shares and the Preferred shares, or
on any of such classes of shares without being obliged to
declare any dividends on the Class "A" Common voting shares of
the Corporation;
(iii) subject to the rights, privileges, restrictions and conditions
attaching to any other class of shares of the Corporation, to
receive the remaining property of the Corporation upon
dissolution in equal rank with the holders of all other Common
shares of the Corporation; and
(iv) to the rights, privileges and restrictions normally attached to
common shares;
(b) an unlimited number of Class "B" Common voting shares, the holders of
which are entitled:
(i) to receive notice of and to attend and vote at all meetings of
shareholders, except meetings at which only holders of a
specified class of shares are entitled to vote;
(ii) to receive any dividend declared by the Corporation on this
class of shares; provided that the Corporation shall be entitled
to declare dividends on the Class "A" Common voting shares, the
Class "C" Common non-voting shares and the Preferred shares, or
on any of such classes of shares without being obliged to
declare any dividends on the Class "B" Common voting shares of
the Corporation;
(iii) subject to the rights, privileges, restrictions and conditions
attaching to any other class of shares of the Corporation, to
receive the remaining property of the Corporation upon
dissolution in equal rank with the holders of all other Common
shares of the Corporation; and
(iv) to the rights, privileges and restrictions normally attached to
common shares;
(c) an unlimited number of Class "C" Common non-voting shares, the holders
of which are entitled:
(i) to receive any dividend declared by the Corporation on this
class of shares; provided that the Corporation shall be entitled
to declare dividends on the Class "A" Common voting shares, the
Class "B" Common voting shares and the Preferred shares, or on
any of such classes of shares without being obliged to declare
any dividends on the Class "C" Common non-voting shares of the
Corporation; and
(ii) subject to the rights, privileges, restrictions and conditions
attaching to any other class of shares of the Corporation, to
receive the remaining property of the Corporation upon
dissolution in equal rank with the holders of all other Common
shares of the Corporation;
(d) an unlimited number of Preferred shares, which as a class, have
attached thereto the following:
(i) the Preferred shares may from time to time be issued in one or
more series, and the Directors may fix from time to time before
such issue the number of Preferred shares which is to comprise
each series and the designation, rights, privileges,
restrictions and conditions attaching to each series of
Preferred shares including, without limiting the generality of
the foregoing, any voting rights, the rate or amount of
dividends or the method of calculating dividends, the dates of
payment thereof, the terms and conditions of redemption,
purchase and conversion if any, and any sinking fund or other
provisions;
(ii) the Preferred shares of each series shall, with respect to the
payment of dividends and the distribution of assets or return of
capital in the event of liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary, or any
other return of capital or distribution of the assets of the
Corporation amongst its shareholders for the purpose of
winding-up its affairs, be entitled to preference over the
voting and non-voting Common shares and over any other shares of
the Corporation ranking by
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their terms junior to the Preferred shares of that series. The
Preferred shares of any series may also be given such other
preferences, not inconsistent with these Articles, over the
Common shares and any other such Preferred shares as may be
fixed in accordance with clause (d)(i); and
(iii) in any cumulative dividends or amounts payable on the return of
capital in respect of a series of Preferred shares are not paid
in full, all series of Preferred shares shall participate
ratably in respect of accumulated dividends and return of
capital.
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SCHEDULE "B"
Attached to and forming part of the
Articles of Incorporation of
DANKA BUSINESS FINANCE LTD.
ARTICLE 5 - RESTRICTIONS
The business of the Corporation is restricted as follows:
(e) the Corporation may not trade or deal in bonds, shares, debentures,
mortgages, hypothecs, bills, notes or other similar property or any
interest therein; and
(f) the Corporation may not lend money, whether with or without
securities;
(g) the Corporation shall be restricted from making any investments of a
nature which would disqualify the Corporation from the status as a
non-resident-owned investment corporation under Section 133 of the
Income Tax Act (Canada).
SCHEDULE "C"
Attached to and forming part of the
Articles of Incorporation of
DANKA BUSINESS FINANCE LTD.
ARTICLE 6 - OTHER PROVISIONS, IF ANY,
(a) The number of shareholders of the Corporation, exclusive of:
(i) persons who are in its employment or that of an affiliate; and
(ii) persons who, having been formerly in its employment or that of
an affiliate, were, while in that employment shareholders of the
Corporation and have continued to be shareholders of the
Corporation after termination of that employment;
is limited to not more than fifty (50) persons, two (2) or more
persons who are the joint registered owners of one (1) or more shares
being counted as one (1) shareholder.
(b) Any invitation to the public to subscribe for the securities of the
Corporation is prohibited.
PROVINCE OF ONTARIO )
JUDICIAL DISTRICT OF YORK )
TO WIT: )
I, ROBERT RUTHERFORD CRANSTON, a Notary Public in and for the Province of
Ontario, by royal authority duly appointed, residing in the City of North York,
in the Municipality of Metropolitan Toronto, in the said Province of Ontario, DO
HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a
document produced and shown to me and purporting to be the Certificate and
Articles of Amendment of DANKA BUSINESS FINANCE LTD. issued pursuant to the
Business Corporations Act (Alberta) effective March 26, 1996, the copy having
been compared by me with the said original document.
IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of
office at the City of Toronto, the 23/rd/ day of April, 1996.
[signature illegible]
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A Notary Public in and for the
Province of Ontario
C-2
CORPORATE ACCESS NUMBER
20597118
ALBERTA
GOVERNMENT OF ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT
DANKA BUSINESS FINANCE LTD.
AMENDED ITS ARTICLES TO CREATE SHARES IN SERIES ON
MARCH 26, 1996.
[signature illegible]
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Registrar of Corporations
IMPORTANT: PLEASE READ INSTRUCTIONS ON THE BACK OF THIS FORM
BUSINESS CORPORATIONS ACT
(SECTION 27 OR 171)
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ALBERTA CONSUMER AND CORPORATE AFFAIRS ARTICLES OF AMENDMENT
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1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER
DANKA BUSINESS FINANCE LTD. 20597118
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3. ITEM NO. 2 OF THE ARTICLES OF THE ABOVE NAMED CORPORATION ARE AMENDED IN
ACCORDANCE WITH SECTION 167(1) AND 27(5) OF THE BUSINESS CORPORATIONS ACT.
Pursuant to a special resolutions duly passed by the sole shareholder of the
Corporation and a resolutions duly passed by the sole director of the
Corporation and pursuant to sections 167(1) and 27(5) of the Business
Corporation Act (Alberta), the articles of the Corporation are amended as set
out in Schedule "A" attached:
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DATE SIGNATURE TITLE
/s/ Robert R. Cranston
March 25, 1996 Robert R. Cranston Director, President and Secretary
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FOR DEPARTMENT USE ONLY FILED
SCHEDULE "A"
TERMS AND CONDITIONS OF THE PREFERRED SHARES, SERIES I, OF THE CORPORATION
BE IT RESOLVED THAT:
The first series of the preferred shares of the Corporation shall be designated
as non-cumulative, redeemable, retractable, voting preferred shares, Series I
(the "Series I Shares"). The Corporation is hereby authorized to issue 1,560,000
Series I Shares. The Series I Shares shall have attached thereto, in addition to
the rights, privileges, restrictions, conditions and limitations attaching to
the preferred shares as a class, the following rights, privileges, restrictions
and conditions:
1.1 Issue Price - The issue price for each Series I Share shall be $1.00.
1.2 Dividends - The holders of the Series I Shares shall have the right to
receive in each financial year, provided the same is declared payable by
the directors, a non-cumulative preferential cash dividend in an amount
per share equal to $0.08 per share (hereinafter in this section 1.2, the
"Series I Dividend"), such dividend to be payable only out of moneys of
the Corporation available for payment of dividends, before payment of any
dividend on any of the Class A common shares, Class B common shares and
the Class C common shares (collectively the "Common Shares") or the shares
of any other class ranking junior to the Series I Shares. The holders of
Series I Shares shall not be entitled in any fiscal year to any dividend
in respect of such shares other than or in excess of the Series I
Dividend. No dividends shall be declared on the Common Shares or the
shares of any other class ranking junior to the Series I Shares in any
fiscal year unless the Series I Dividend in respect of such fiscal year
shall have been declared payable and provided for. If in any fiscal year
the directors in their discretion shall not declare the Series I Dividend
or any part thereof, the right to such dividend or part (as the case may
be) in respect of such fiscal year shall be forever extinguished. Any
dividend declared payable on a Series I Share which was issued during the
fiscal year in respect of which such dividend is declared shall be
calculated from the date of the issue of such share.
1.3 Dissolution - The holders of the Series I Shares shall have the right on
the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or other distribution of its assets among its
shareholders for the purpose of winding up its affairs, to payment of an
amount per share equal to $1.00 plus any preferential dividends thereon
theretofore declared payable and remaining unpaid before the holders of
the Common Shares or the shares of any other class ranking junior in the
circumstances to the Series I Shares, and shall be entitled to payment of
any amount in respect thereof, but in any such liquidation, dissolution or
winding-up or other distribution, the holders of the Series I Shares shall
not have the right to any further participation in the assets of the
Corporation.
1.4 Voting Rights - Subject to any applicable restrictions imposed by law, the
holders of Series I Shares shall be entitled to receive notice of, to
attend and to vote at all meetings of the shareholders of the Corporation
and shall have one vote for each Series I Share held at all meetings of
the shareholders of the Corporation.
1.5 Retraction at the Option of the Holder - Subject to any applicable
restrictions imposed by law, a holder of Series I Shares shall be entitled
to require the Corporation to redeem at any time, all or any of the Series
I Shares registered in the name of such holder on the books of the
Corporation by tendering to the Corporation at its registered office a
share certificate representing the Series I Shares which the holder
desires to have the Corporation redeem together with a request in writing
specifying (i) that the holder desires to have the Series I Shares
represented by such certificate redeemed by the Corporation and (ii) the
business day on which the bolder desires to have the Corporation redeem
such Series I Shares. Requests in writing shall specify a proposed
redemption date (in this section 1.5 the "Redemption Date") which shall be
not less than 60 days and not more than 90 days after the day on which the
request in writing is given to the Corporation. Upon receipt of a share
certificate representing the Series I Shares which the holder desires to
have the Corporation redeem, together with such a request, the Corporation
shall on the Redemption Date redeem such Series I Shares by paying to such
registered holder an amount per share equal to $1.00 plus any preferential
dividends thereon theretofore declared payable and remaining 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 Series I
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
holders of Series I 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 said shares shall remain unaffected. If the
Corporation determines that it will not be permitted, by insolvency or
other provisions of applicable law, to redeem all of the Series I Shares
required to be redeemed at the applicable Redemption Date, the Corporation
shall be obligated, in respect of that Redemption Date, to redeem Series I
Shares only to the extent of the maximum sum of money that may be so
applied. In such case the Corporation shall pay to each holder that
holder's pro rata share of the moneys available as aforesaid and shall
issue and deliver to him a new share certificate, at the expense of the
Corporation, representing the Series I Shares not so redeemed. If the
Corporation fails to redeem, because of insolvency provisions or other
provisions of applicable law, all of the Series I Shares required to be
redeemed by it on any Redemption Date in accordance with the above
redemption obligations, then as soon as reasonably feasible after the
Corporation is from time to time no longer prevented by insolvency or
other provisions of applicable law, the Corporation shall given written
notice to all the holders of Series I Shares that the Corporation will
redeem such Series I Shares previously tendered for redemption and not
redeemed, such redemption to take place on a date which is not less than
thirty (30) days subsequent to the date of such notice
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given by the Corporation and to be made in accordance with the other
provisions of this section 1.5 not inconsistent with the provisions of
this sentence.
1.6 Redemption by the Corporation
Subject to any applicable restrictions imposed by law, and the other
provisions of this section 1.6 hereof, the Corporation may, upon giving
notice as hereinafter provided, redeem all, but not less than all, of the
then outstanding Series I Shares on payment for each Series I Share of
$1.00 plus any preferential dividends thereon theretofore declared payable
and remaining unpaid (the "Redemption Price"). If the Corporation wishes
to redeem all of the outstanding Series I Shares, the Corporation shall
give notice to the holders of the Series I Shares. Any such notice shall
be sufficiently given if given in accordance with section 1.10. In such
notice, the Corporation shall specify the date for redemption (in this
section 1.6 the "Redemption Date") which shall not be earlier than 20 days
and not more than 60 days after the giving of the notice. Following
receipt of the notice prescribed in the preceding sentence and prior to
the Redemption Date, the holders of Series I Shares shall deposit with the
Corporation certificates representing the Series I Shares to be redeemed.
Such deposit shall be irrevocable unless payment of Redemption Price for
the Series I Shares to be redeemed shall not be duly made by the
Corporation to the holder as hereinafter provided. Within seven days of
the applicable Redemption Date the Corporation shall pay or cause to be
paid to or to the order of the holders of the Series I Shares the
Redemption Price for such shares; such payment shall be made by cheque
payable at par at any branch of the Corporation's bankers for the time
being in Canada. From and after the applicable Redemption Date, the Series
I Shares so redeemed shall cease to be entitled to any participation in
the assets of the Corporation and the holders thereof shall not be
entitled to exercise any of the other rights of shareholders in respect
thereof unless payment of the Redemption Price shall not be made in
accordance with the foregoing provisions, in which event the rights of the
holders shall remain unaffected. If the Corporation determines that it
will not be permitted, by insolvency or other provisions of applicable
law, to redeem all of the Series I Shares required to be redeemed at the
applicable Redemption Date, the Corporation shall obligated, in respect of
that Redemption Date, to redeem Series I Shares only to the extent of the
maximum sum of money that may be so applied. In such case the Corporation
shall pay to each holder that holder's pro rata share of the moneys
available as aforesaid and shall issue and deliver to him a new share
certificate, at the expense of the Corporation, representing the Series I
Shares not so redeemed. If the Corporation fails to redeem, because of
insolvency provisions or other provisions of applicable law, all of the
Series I Shares required to be redeemed by it on any Redemption Date in
accordance with the above redemption obligations, then as soon as
reasonably feasible after the Corporation is from time to time no longer
prevented by insolvency or other provisions of applicable law, the
Corporation shall give written notice to all the holders of Series I
Shares that the Corporation will redeem such Series I Shares previously
tendered for redemption and not redeemed, such redemption to take place on
a date which is not less than thirty (30) days subsequent to the date of
such notice
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given by the Corporation and to be made in accordance with the other
provisions of this section 1.6 not inconsistent with the provisions of
this sentence.
1.7 Purchase for Cancellation - Subject to the provisions of applicable law,
the Corporation may at any time or times purchase for cancellation the
whole or any part of the outstanding Series I Shares at the option of the
Corporation, by invitation for tenders addressed to all holders of record
of the outstanding Series I Shares, at the lowest price or prices at which
in the opinion of the board or directors such shares are obtainable. In
the event that, upon any request for tenders, the Corporation shall
receive two or more tenders at a lower price or prices, aggregate more
than the amount for which the Corporation is prepared to accept tenders,
if any of the Series I Shares so tendered at the same price are purchased
by the Corporation, they shall be purchased pro rata from such holders
tendering at the same price, disregarding fractions.
1.8 Amendments - The rights, privileges, restrictions and conditions attached
to the Series I Shares may be amended, modified, suspended, altered or
repealed only with the consent or approval of the holders of Series I
Shares obtained in the manner set out in section 1.9 and in accordance
with any requirements of applicable law.
1.9 Approval of Holder of Series I Shares - For the purpose of the foregoing
provisions applicable to Series I Shares, any consent or approval of the
holders of Series I Shares shall be deemed to have been sufficiently given
if it shall have been given in writing by the holders of all of the
outstanding Series I Shares or by a resolution passed at a meeting of
holders of Series I Shares duly called and held upon not less than 21 days
notice to the holders at which the holders of at lease a majority of the
outstanding Series I Shares are present or are represented by proxy and
carried by the affirmative vote of not less than two-thirds of the votes
cast at such meeting. It at any such meeting the holders of at least a
majority of the outstanding Series I Shares are not present or represented
by proxy within one-half hour after the time appointed for such meeting,
then the meeting shall be adjourned to such date not less than 21 days
thereafter and to such time and place as may be designated by the
chairman, and not less than 21 days written notice shall be given for such
adjourned meeting. At such adjourned meeting, the holders of Series I
Shares present or represented by proxy may transact the business for which
the meeting was originally convened and a resolution passed thereat by the
affirmative vote of not less than two-thirds of the votes cast at such
meeting shall constitute the consent or approval of the holders of the
Series I Shares. On every ballot taken at a meeting, every holder of
Series I Shares shall be entitled to one vote in respect of each Series I
Share held. Subject to the foregoing, the formalities to be observed in
respect of the giving of waiving of notice of any such meeting and the
conduct thereof shall be those from time to time prescribed by the by-laws
of the Corporation.
1.10 Notice - Any notice required to be given under the provisions attaching to
the Series I Shares to the holders thereof, and any dividend, distribution
of assets,
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delivery of share certificates and any other document, amount or thing to
be given, made or paid to the holders of the Series I Shares, shall be
given, made or paid by delivering the same addressed to each holder at the
last address of such holder appearing in the records of the Corporation's
transfer agent for the Series I Shares, or in the event the Corporation
has not appointed a transfer agent, as it appears on the books of the
Corporation or, in the event of the address of any such holder not so
appearing, then to the address of such holder last known to the
Corporation; provided that accidental failure or omission to give, make or
pay the notice, document, amount or thing as aforesaid to one or more of
such holders, or any defect therein, shall not invalidate any action or
proceeding founded thereon.
1.11 Interpretation - In the event that any date on which any dividend on the
Series I Shares is payable by the Corporation, or on or by which any other
action is required to be taken by the Corporation hereunder, is not a
Business Day then such dividend shall be payable, or such other action
shall be required to be taken, on the next succeeding date that is a
Business Day. "Business Day" means a day other than a Saturday, a Sunday
or any other day that is treated as a holiday in the jurisdiction in which
the Corporation's head office is located. The inclusion of headings and
subheadings herein is for convenience of reference only and is not
intended to affect in any way the meaning or interpretation of the
provisions hereof.
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