Exhibit 3.39
CANADA )
)
PROVINCE OF ONTARIO )
)
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 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 Amalgamation of DANKA CANADA INC. issued
pursuant to the Canada Business Corporations Act effective January 1, 1998, 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 2nd day of January, 1998.
/s/ Robert Cranston
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A Notary Public in and for the
Province of Ontario
Industry Canada Industrie Canada
Certificate Certificat
of Amalgamation de fusion
Canada Business Loi canadienne sur
Corporations Act les societes par actions
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Danka Canada Inc. 344714-6
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Name of corporation-Denomination Corporation number-Numero
de la societe de la societe
I hereby certify that the above-named Je certifie que la societe
corporation resulted from an susmentionnee est issue d'une fusion,
amalgamation, under section 185 of the en vertu de l'article 185 de la Loi
Canada Business Corporations Act, of canadienne sur les societes par
the corporations set out in the actions, des societes dont les
attached articles of amalgamation. denominations apparaissent dans les
statuts de fusion ci-joints.
January 1, 1998/le 1 janvier 1998
[signature illegible]
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Director - Directeur Date of Amalgamation - Date de fusion
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Canada
Industry Canada Industrie Canada
Loi regissant FORM 9
les societes ARTICLES OF FORMULE 9
Canada Business par actions de AMALGAMATION STATUTS DE FUSION
Corporations Act regime federal (SECTION 185) (ARTICLE 185)
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1 - Name of amalgamated corporation Denomination de la societe de la
fusion
Danka Canada Inc.
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2 - The place in Canada where the Lieu au Canada ou doit etre situe
registered office is to be le siege social
situated
Municipality of Metropolitan Toronto
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3 - The classes and any maximum number Categories et tout nombre maximal
of shares that the corporation is d'actions que la societe est autorisee
authorized to issue a emettre
The annexed Schedule 1 is incorporated
in this form.
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4 - Restrictions, if any, on share Restrictions sur le transfert des
transfers actions, s'il y a lieu
The annexed Schedule 2 is incorporated
in this form.
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5 - Number (or minimum and maximum Nombre (ou nombre minimal et maximal)
number) of directors d'administrateurs
A minimum of one and maximum of ten
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6 - Restrictions, if any, on business Limites imposees a l'activite
the corporation may carry on commerciale de la societe, s'il y a
lieu
N/A
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7 - Other provisions, if any Autres dispositions, s'il y a lieu
The annexed Schedule 3 is incorporated
in this form
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8 - The amalgamation has been approved 8 - La fusion a eteapprouvee en accord
pursuant to that or subsection avec section l'article ou le
of the Act which is indicated as paragraphe de la Loi indique
follows: ci-apres.
[_] 183
[_] 184(1)
[X] 184(2)
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9 - Name of the amalgamating
corporations Denomination Corporation No.
des societes N DEG. de la Title
fusionnantes societe Signature Date Titre
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Danka Business Systems Ltd. 299264-7 [signature Dec.
illegible] 16/97 Director
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Danka Office Imaging Limited 327199-4 [signature Dec.
illegible] 16/97 Director
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FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT Filed - Deposee
Corporation No. - N DEG. de la societe 344714-6 DEC [illegible]
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SCHEDULE 1
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The Corporation is authorized to issue an unlimited number of shares of one
class designated as preferred shares and an unlimited number of shares of
another class designated as common shares.
1. The preferred shares shall have attached thereto as a class, the following
rights, privileges, restrictions and conditions:
(a) The preferred shares shall carry the right to a dividend as fixed by
the board of directors and upon the liquidation or winding up of the
Corporation, to repayment of the amount paid for such shares (plus any
declared and unpaid dividends) in priority to the common shares, but
they shall not confer a right to any further participation in profits
or assets.
(b) The Corporation may redeem the whole or any part of the preferred
shares on payment for each share to be redeemed of the amount paid to
the Corporation for such shares, together with all dividends declared
thereon and unpaid (the "redemption price"). In case a part only of
the then outstanding preferred shares is at any time to be redeemed
the shares so to be redeemed shall be selected by lot in such manner
as the directors in their discretion shall decide or, if the directors
so determine, may be redeemed pro rata, disregarding fractions, and
the directors may make such adjustments as may be necessary to avoid
the redemption of fractional parts of shares.
(c) The Corporation shall have the right at its option at any time and
from time to time to purchase for cancellation the whole or any part
of the preferred shares pursuant to tenders or, with the unanimous
consent of the holders of all issued preferred shares, by private
contract at the lowest price at which, in the opinion of the
directors, such shares are obtainable but not exceeding the redemption
price.
(d) Subject to applicable law the holders of preferred shares shall not,
as such, have any voting rights for the election of directors or for
any other purpose nor shall they be entitled to attend shareholders'
meetings.
(e) The foregoing provisions, the provisions of this paragraph and the
provisions of paragraph (f) hereof may be repealed, altered, modified
or amended by Articles of Amendment but only with the approval of the
holders of preferred shares given as hereinafter specified in addition
to any other approval required by the Canada Business Corporations
Act.
(f) The approval of the holders of the preferred shares as to any and all
matters referred to herein may be given by special resolution
sanctioned at a meeting of holders of preferred shares duly called and
held upon at least
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10 days' notice at which the holders of at least a majority of the
outstanding preferred shares are present or represented by proxy and
carried by the affirmative votes of the holders of not less than
two-thirds of the preferred shares represented and voted at such
meetings cast on a poll. On every poll taken at such meeting every
holder of preferred shares shall be entitled to one vote in respect of
each preferred share held.
2. The common shares shall have attached thereto, as a class, the following
rights, privileges, restrictions and conditions:
(a) The holders of the common shares shall be entitled to receive notice
of and attend all meetings of shareholders of the Corporation, except
class meetings of other classes or shareholders, and each common share
shall confer the right to one vote in person or by proxy at all such
meetings of shareholders of the Corporation.
(b) Subject to the prior rights attaching to the preferred shares of the
Corporation, the holders of the common shares shall be entitled to
receive the remaining property of the Corporation upon the
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.
SCHEDULE 2
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Restrictions on Share Transfers
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The right to transfer shares of the Corporation shall be restricted in that no
shares shall be transferred without either:
(a) the previous consent of the directors of the Corporation expressed by a
resolution passed by the board of directors or by an instrument or
instruments in writing signed by a majority of the directors; or,
(b) the previous consent of the holders of at least 51% of the shares for the
time being outstanding expressed by a resolution passed by the shareholders
or by an instrument or instruments in writing signed by such shareholders.
SCHEDULE 3
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Other Provisions
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1. The board of directors may from time to time, in such amounts and on such
terms as it deems expedient charge, mortgage, hypothecate or pledge all or
any of the 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 debt obligations
or any money borrowed, or other debt or liability of the Corporation.
The board of directors may from time to time delegate to such one or more
of the directors and officers of the Corporation as may be designated by
the board all or any of the powers conferred on the board above to such
extent and in such manner as the board shall determine at the time of each
such delegation.
2. The number of shareholders of the Corporation, exclusive of persons who are
in the employment of the Corporation 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, two or
more persons who are the joint registered owners of one or more shares
being counted as one shareholder.
3. Any invitation to the public to subscribe for any securities of the
Corporation is hereby prohibited.
CANADA IN THE MATTER of the Canada Business
Corporations Act and the articles of
PROVINCE OF ONTARIO amalgamation of Danka Business Systems
TO WIT: Ltd. and Danka Office Imaging Limited
I, Robert R. Cranston, of the Municipality of Metropolitan in the Province
of Ontario do solemnly declare that:
1. I am Director and Secretary of Danka Business Systems Ltd., one of the
amalgamating corporations (hereinafter called the "Corporation") and as such
have personal knowledge of the matters herein declared to.
2. I have conducted such examinations of the books and records of the
Corporation and have made such enquiries and investigations as are necessary to
enable me to make this declaration.
3. I have satisfied myself that:
(a) the Corporation is and the amalgamated corporation will be able to pay
its liabilities as they become due;
(b) the realizable value of the assets of the amalgamated corporation will
not be less than the aggregate of its liabilities and stated capital of all
classes.
4. There are reasonable grounds for believing that no creditor will be
prejudiced by the amalgamation.
And I make this solemn declaration conscientiously believing the same to be
true and knowing that it is of the same force and effect as if made under oath
and by virtue of the Canada Evidence Act.
DECLARED before me at the )
)
City of Toronto, in the Municipality )
)
of Metropolitan Toronto ) By: /s/ Robert R. Cranston
) ---------------------------------
this 16th day of December, ) Robert R. Cranston
)
1997. )
[signature illegible]
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A Commissioner, etc.
CANADA IN THE MATTER of the Canada Business
Corporations Act and the articles of
PROVINCE OF ONTARIO amalgamation of Danka Office Imaging
Limited and Danka Business Systems Ltd.
TO WIT:
I, Robert R. Cranston, of the Municipality of Metropolitan in the Province
of Ontario do solemnly declare that:
1. I am Director and Secretary of Danka Office Imaging Limited, one of the
amalgamating corporations (hereinafter called the "Corporation") and as such
have personal knowledge of the matters herein declared to.
2. I have conducted such examinations of the books and records of the
Corporation and have made such enquiries and investigations as are necessary to
enable me to make this declaration.
3. I have satisfied myself that:
(a) the Corporation is and the amalgamated corporation will be able to pay
its liabilities as they become due;
(b) the realizable value of the assets of the amalgamated corporation will
not be less than the aggregate of its liabilities and stated capital of all
classes.
4. There are reasonable grounds for believing that no creditor will be
prejudiced by the amalgamation.
And I make this solemn declaration conscientiously believing the same to be
true and knowing that it is of the same force and effect as if made under oath
and by virtue of the Canada Evidence Act.
DECLARED before me at the )
)
City of Toronto, in the Municipality )
)
of Metropolitan Toronto ) By: /s/ Robert R. Crantson
) ---------------------------------
this 16th day of December, ) Robert R. Cranston
)
1997. )
[signature illegible]
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A Commissioner, etc.
ADOPTED ON AMALGAMATION JANUARY 1, 1998 DANKA BUSINESS SYSTEMS LTD. and DANKA
OFFICE IMAGING LIMITED to form DANKA CANADA INC.
I N D E X
to By-Law Number 3 of
DANKA BUSINESS SYSTEMS LTD.
Interpretation Paragraph Page
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Definitions 1.01 1
Definitions 1.02 2
Definition 1.03 2
Business of the Corporation
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Registered Office 2.01 2
Corporate Seal 2.02 2
Financial Year 2.03 3
Execution of Instruments 2.04 3
Banking Arrangements 2.05 3
Voting Rights in Other Bodies Corporate 2.06 3
Withholding Information from Shareholders 2.07 3
Borrowing and Securities
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Borrowing Power 3.01 4
Delegation 3.02 4
Directors
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Number of Directors and Quorum 4.01 4
Qualification 4.02 5
Election and Term 4.03 5
Removal of Directors 4.04 5
Vacation of Office 4.05 5
Vacancies 4.06 5
Action by the Board 4.07 5
Canadian Majority 4.08 6
Meetings by Telephone 4.09 6
Place of Meetings 4.10 6
- ii -
Calling of Meetings 4.11 6
Notice of Meeting 4.12 6
First Meeting of New Board 4.13 7
Adjourned Meeting 4.14 7
Regular Meetings 4.15 7
Chairman 4.16 7
Votes to Govern 4.17 7
Conflict of Interest 4.18 8
Remuneration and Expenses 4.19 8
Committees
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Committee of Directors 5.01 8
Procedure 5.02 8
Transaction of Business 5.03 8
Audit Committee 5.04 9
Advisory Committees 5.05 9
Officers
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Appointment 6.01 9
Chairman of the Board 6.02 9
Managing Director 6.03 9
President 6.04 10
Vice-President 6.05 10
Secretary 6.06 10
Treasurer 6.07 10
Powers and Duties of Other Officers 6.08 10
Variation of Powers and Duties 6.09 10
Term of Office 6.10 10
Terms of Employment and Remuneration 6.11 11
Conflict of Interest 6.12 11
Agents and Attorneys 6.13 11
Fidelity Bonds 6.14 11
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Protection of Directors, Officers and Others
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Limitation of Liability 7.01 11
Indemnity 7.02 11
Insurance 7.03 12
Shares
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Allotment 8.01 12
Commissions 8.02 12
Registration of Transfer 8.03 12
Transfer Agents and Registrars 8.04 13
Lien for Indebtedness 8.05 13
Non-Recognition of Trusts 8.06 13
Share Certificates 8.07 13
Replacement of Share Certificates 8.08 14
Joint Shareholders 8.09 14
Deceased Shareholders 8.10 14
Dividends and Rights
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Dividends 9.01 14
Dividend Cheques 9.02 15
Non-Receipt of Cheques 9.03 15
Record Date for Dividends and Rights 9.04 15
Unclaimed Dividends 9.05 15
Meetings of Shareholders
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Annual Meetings 10.01 16
Special Meetings 10.02 16
Place of Meetings 10.03 16
Notice of Meetings 10.04 16
List of Shareholders Entitled to Notice 10.05 16
Record Date for Notice 10.06 17
Meetings without Notice 10.07 17
Chairman, Secretary and Scrutineers 10.08 17
Persons Entitled to be Present 10.09 18
- iv -
Quorum 10.10 18
Right to Vote 10.11 18
Proxies 10.12 19
Time for Deposit of Proxies 10.13 19
Joint Shareholders 10.14 19
Votes to Govern 10.15 19
Show of Hands 10.16 19
Ballots 10.17 20
Adjournment 10.18 20
Resolution in Writing 10.19 20
Only One Shareholder 10.20 20
Divisions and Departments
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Creation and Consideration of Divisions 11.01 20
Name of Division 11.02 21
Officers of Divisions 11.03 21
Notices
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Method of Giving Notice 12.01 21
Notice of Joint Shareholders 12.02 22
Computation of Time 12.03 22
Undelivered Notices 12.04 22
Omissions and Errors 12.05 22
Persons Entitled by Death or Operation of Law 12.06 22
Waiver of Notice 12.07 22
Repeal
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Repeal 13.01 23
Effective Date
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Effective Date 14.01 23