Exhibit 3.10
CANADA BUSINESS [GRAPHIC] LOI SUR LES CORPORATIONS
CORPORATIONS ACT COMMERCIALES CANADIENNES
FORM 1 FORMULE 1
ARTICLES OF INCORPORATION STATUTS D'INCORPORATION
(SECTION 6) (ARTICLE 6)
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l - Name of Corporation Nom de la corporation
IPSCO Saskatchewan Inc.
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2 - The place in Canada where the Lieu au Canada ou doit etre situe ie
registered office is to be situated social
Regina, Saskatchewan
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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 corporation est
authorized to issue autorisea a emettre
There shall be one class of shares consisting of an unlimited number
of Class "A" shares each carrying the right to one vote at all
meetings of shareholders and fully participating as to dividends and
distributions of capital upon liquidation or winding-up of the
Corporation.
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4 - Restrictions if any on share Restrictions sur le transfer
transfers des actions s'il y a lieu
No shareholder shall be entitled to transfer a share held by him
unless such transfer has been approved by resolution of the Board of
Directors.
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5 - Number for minimum and maximum Nombre ou nombre minimum et maximum)
number of directors d'administrateurs
A minimum of one (1) and a maximum of ten (10) directors.
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6 - Restrictions if any on business the Restrictions imposees quant aux
corporation may carry on enterprises que la corporation
peut exploiter. s'il y a lieu
None
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7 - Other provisions if any Autres dispositions s'il y a lieu
(a) The number of shareholders of the Corporation is limited to 50.
(b) An invitation to the public to subscribe for securities of the
Corporation is prohibited.
(c) The Corporation has a lien on a share registered in the name of a
shareholder or his legal representative for any debt of that
shareholder to the Corporation.
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8 - Incorporators Fondateurs
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Address (include postal code)
Names - Noms Adresse (include la code postal) Signature
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Douglas A. Ballou 3164 Winchester Road
Regina, Saskatchewan S4V 2T4 /s/ Douglas A. Ballou
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FOR DEPARTMENTAL USE ONLY A L'USAGE _U MINISTERE SE_LEMENT
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Corporation No. - No __ __ corporation Filed - Deposee
331669-6 NOV 26 1996
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FORM 3 FORMULE 3
NOTICE OF REGISTERED OFFICE AVIS DU LIEU DU SIEGE SOCIAL
_____________ _________________ OR NOTICE OF CHANGE OU AVIS DE CHANGEMENT
_____________ _________________ OF REGISTERED OFFICE DU LIEU OU SIEGE SOCIAL
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Name of Corporation - ________________ 2 - Corporation No. No. de la social
IPSCO Saskatchewan Inc.
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2 - Address of the registered office Adresse du seige social
1500 - 1874 Scarth Street
Regina, Saskatchewan
S4P 4E9
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4 - Effective date of change Date effective changement
Date of Incoporation.
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5 - Previous address of the registered Adresse precedemant du seige social
office
n/a
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Description of Office -- Description
Date Signature du poste
Nov 18, 1996 /s/ Incorporator
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Filed -- __________
NOV 26 1996
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CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
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1 - Name of Corporation 2 - Corporation No.
IPSCO Saskatchewan Inc. 331669-5
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3 - The articles of the above-named corporation are amended as follows:
a) By removing the words contained in Clause 3 of the Articles of
Incorporation in their entirety and replacing them with "The annexed
Schedule 1 is incorporated in this form."
b) By changing each of the issued and outstanding Class "A" Shares into one
(1) Class 'A" Share.
4 - The amendments have been duly authorized by the shareholders pursuant to the
requirements of the Act on the 25th day of February, 2002.
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(Date) Signature Description of Office
February 25, 2002 /s/ Anne Parker Assistant Secretary
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FOR DEPARTMENTAL USE ONLY
Filed 1 - MAR 02
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SCHEDULE 1 TO THE ARTICLES OF AMENDMENT
OF
IPSCO SASKATCHEWAN INC.
AUTHORIZED CAPITAL
1. The Corporation is authorized to issue:
(a) an unlimited number of shares without nominal or par value designated
as voting, non-cumulative Class A shares (hereinafter referred to as
the "Class A Shares"); and
(b) an unlimited number of shares without nominal or par value of a class
designated as non-voting, non-cumulative, redeemable, retractable
Class B shares (hereinafter referred to as the "Class B Shares").
CLASS A SHARES
2.1 The rights, privileges, restrictions and conditions attaching to the Class
A Shares of the Corporation are as follows:
Discretionary Dividends
2.1.1 Subject to applicable law, the directors may at any time or from time to
time declare non-cumulative dividends to the holders of the Class A Shares
in such amounts as the directors of the Corporation at such time or times
determine, out of moneys of the Corporation properly applicable to the
payment of dividends, and may declare dividends to the holders of the Class
A Shares without any dividend being declared at that or any other time to
the holders of any other class of shares. Dividends shall be paid in cash
or cheque unless the holder of the Class A Shares agrees with the
Corporation as to some other method or form of payment.
Liquidation, Dissolution or Winding Up
2.1.2 In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of property or assets of the Corporation
among its shareholders for the purpose of winding up its affairs,
subject to the prior rights of the holders of the Class B Shares, the
holders of the Class A Shares shall participate rateably, share and share
alike, without any further preference or distinction.
Voting Rights
2.1.3 The holders of the Class A Shares shall be entitled to receive notice of
and to attend all meetings of shareholders, of the Corporation, except
class meetings of other classes of shareholders, and at all such meetings
shall be entitled to one vote in respect of each share held by such
holder.
CLASS B SHARES
2.2 In this section:
(a) "Affected Parties" means collectively the Corporation and the Assessed
Parties;
(b) "Aggregate Redemption Price" shall mean with respect to a Class B
Share, the Redemption Price of such Class B Share together with the
amount of all dividends declared thereon and unpaid;
(c) "Amended Value" has the meaning ascribed to such term in subsection
(b) of this section 2.2.2.2;
(d) "Assessed Parties" means the person or persons against whom an
Authority issues or proposes to issue an Assessment;
(e) "Assessment" means an assessment or reassessment by an Authority that
imposes or would impose a liability for tax on the basis of a
determination or assumption that the fair market value of the Assets
as at the Effective Date or the fair market value of the Class B
Shares is different than the Original Value;
(f) "Assets" means the asset or assets which the Corporation purchased
from the Vendors pursuant to the Sale Agreement;
(g) "Authority" means the federal Minister of National Revenue, the
Saskatchewan Minister of Finance or other competent taxing authority;
(h) "Effective Date" means the day on which the Corporation purchased the
Assets from the Vendors;
(i) "Original Value" means with respect to the Assets, the fair market
value of the Assets as at the Effective Date, and with respect to the
Class B Shares, the fair market value of the consideration received by
the Corporation for the issuance of the Class B Shares as of the
Effective Date, as originally determined by the Vendors and the
Corporation in the Sale Agreement;
(j) "Redemption Price" of a particular Class B Share shall be the fair
market value of the consideration received by the Corporation for the
issuance of a Class B Share as of Effective Date as determined by the
Directors at this time of the issuance of such Class B Share and as
adjusted pursuant to this section;
(k) "Sale Agreement" means the agreement(s) of purchase and sale pursuant
to which the Corporation purchased the Assets from the Vendors; and
(l) "Vendors" means the shareholder or shareholders to which Class B
Shares are issued as partial or total consideration for the Assets,
any one of whom is a "Vendor".
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The rights, privileges, restrictions and conditions attaching to the Class B
Shares of the Corporation are as follows:
Dividends
2.2.1 Subject to applicable law, the directors may at any time or from time to
time declare non-cumulative dividends on the Class B Shares at a rate not
exceeding eight (8%) per ________ per share per annum, based upon the
Redemption Price for the said Class B Shares, as determined by the
directors of the Corporation at such time or times, out of moneys of the
Corporation properly applicable to the payment of dividends, and may
declare dividends on the Class B Shares without any dividend being declared
at that or any other time on any other class of shares. The directors shall
be entitled from time to time to declare part of the non-cumulative
dividend for the fiscal year notwithstanding that such dividend for such
fiscal year shall not be declared in full. If within four months after the
expiration of any fiscal year of the Corporation the directors in their
discretion shall not declare the said dividend or any part thereof on the
Class B Shares for such fiscal year, then the rights of the holders of the
Class B Shares to such dividend or to any undeclared part thereof for such
fiscal year shall be forever extinguished. The holders of the Class B
Shares shall not be entitled to any dividends other than or in excess of
the non-cumulative dividends hereinbefore provided for. Dividends shall be
paid in cash or cheque unless the holder of the Class B Shares agrees with
the Corporation as to some other method of form of payment.
Redemption
2.2.2.1 Right to Redeem. Subject to applicable law, the Corporation may upon
giving notice hereinafter provided redeem the whole or any part of the then
outstanding Class B Shares on payment for each particular share to be
redeemed of an amount equal to the Class B Share's Aggregate Redemption
Price.
2.2.2.2 Adjustments in the Redemption Price
(a) The Redemption Price of a Class B Share shall be adjusted by the
Directors so as to ensure that the fair market value of the Class B
Shares issued as partial or total consideration for any Assets
purchased by the Corporation shall equal the difference between the
fair market value of the Assets as at the Effective Date and the value
of the non-share consideration (if any) paid by the Corporation as
partial consideration for the Assets.
(b) If at any time or from time to time after the Effective Date:
(i) An Authority proposes to take issue or issues an Assessment and
the fair market value of the Assets or the fair market value of
the Class B Shares assumed therein as at the Effective Date is
accepted as correct by the Affected Parties;
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(ii) The Assessment is disputed and a final settlement is reached with
the Authority by the Affected Parties as to the fair market value
of the Assets or the fair market value of the Class B Shares as
at the Effective date;
(iii) A court of competent jurisdiction determines that the fair
market value of the Assets or the fair market value of the Class
B Shares as at the Effective Date, was different than the
Original Value and no appeal from such determination has been
filed and the relevant appeal period has expired; or
(iv) A Vendor or the corporation informs the other in writing that the
fair market value of the Assets or the fair market value of the
Class B Shares as at the Effective Date was different that the
Original Value and the Vendors and the Corporation agree that
such different amount is correct;
then the purchase price for the Assets or the fair market value of the
Class B Shares (as the case may be) as at the Effective Date shall be
deemed to be the fair market value so determined (the "Amended Value")
and the then Redemption Price shall be increased or decreased to
reflect the difference between the Amended Value and the Original
Value.
(c) If all of the Class B Shares issued to the Vendors pursuant to the
Sale Agreement are still issued and outstanding, the then Redemption
Price of a Class B Share shall be increased or decreased to reflect
the difference between the Amended Value and the Original Value.
(d) If some or all of the Class B Shares issued to the Vendors pursuant to
the Sale Agreement have been redeemed by the Corporation prior to the
date of a downward adjustment to the then Redemption Price, the
shareholder who held such shares at the time of their redemption shall
forthwith pay to the Corporation, for each Class B Share so redeemed,
an amount equal to the difference between the Redemption Price at the
time of the redemption and the Redemption Price so adjusted. Such
shareholder and the Corporation may agree that the total amount so
payable to the Corporation may be paid by a corresponding downward
adjustment to the Redemption Price of any remaining Class B Shares
held by such shareholder or in cash or by assumption or issuance of
debt or any combination thereof.
(e) If some or all of the Class B Shares issued to the vendors pursuant to
the Sale Agreement have been redeemed by the Corporation prior to the
date of an upward adjustment to the then Redemption Price, the
Corporation shall forthwith pay to the shareholder who held such
shares at the time of their redemption, for each such Class B Share so
redeemed, an amount equal to the difference between the Redemption
Price so adjusted. Such shareholder and the Corporation may agree
that the total amount so payable to the shareholder may be paid by a
corresponding upward adjustment to the Redemption Price of any
remaining Class B Shares held by such
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shareholder or in cash or by assumption or issuance of debt or any
combination thereof.
(f) In the event that subsequent to the issuance of a Class B Share the
stated capital account of the Class B Shares is reduced in a manner
authorized by law, the Redemption Price of a Class B Share, as
determined in the manner hereinbefore provided, shall be deemed to be
the amount so determined less the quotient obtained by dividing the
amount of the stated capital reduction so authorized by the number of
Class B Shares issued at the time of the stated capital account
reduction so authorized.
(g) Any adjustments pursuant to this section 2.2 (other than an adjustment
contemplated pursuant to section 2.2.2.2(f) hereof) shall be
retroactive, __ pro tune, to the date of the issuance of Class B
Shares.
2.2.2.3 Partial Redemption. If less than all the Class B Shares are at any time
to be redeemed, the shares to be redeemed shall be selected in such manner
as the directors of the Corporation may deem equitable or, if the directors
so determine, on a pro rata basis, disregarding fractions, according to the
number of Class B Shares held by each of the holders of Class B Shares. If
a part only of the Class B Shares represented by any certificate are to be
redeemed, a new certificate representing the balance of such shares shall
be issued to the holder thereof at the expense of the Corporation upon
presentation and surrender to the first mentioned certificate.
For greater certainty, the redemption by the Corporation of any holder's
Class B Shares pursuant hereto shall not entitle any other holder of Class
B Shares to demand redemption be made with respect to their Class B Shares.
2.2.2.4 Method of Redemption. In any case of redemption of Class B Shares
pursuant hereto, the Corporation shall, not more than forty-five(45) days
and not less than thirty(30) days before the date specified for redemption,
send by prepaid first class mail or deliver to each person who at a date
not more than seven(7) days prior to the date of mailing or delivery is a
holder of Class B Shares to be redeemed, a notice in writing of the
intention of the Corporation to redeem the Class B Shares registered to the
name of such holder. Accidental failure or omission to give such notice to
one or more holders shall not affect the validity of such redemption, but
upon such failure or omission being discovered notice shall be given
forthwith to such holder or holders and such notice shall have the same
force and effect as if given in due time. Such notice required to be given
in this clause may be waived when and if the registered holders of Class B
Shares to be redeemed signify their consent to such waiver and execute a
formal waiver in favour of the Corporation relieving the Corporation from
the obligation of giving notice to such registered holders. Such notice
given pursuant to this clause shall set out the number of Class B Shares
which are to be redeemed held by the person to whom it is addressed, the
Redemption Price, the date specified for redemption and the office or
offices of the Corporation and any other place or places within Canada at
which holders of Class B Shares may present and surrender certificates
representing such shares for redemption. On and after the date so specified
for redemption, the Corporation shall pay or cause to be
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paid to or to the order of the holders of the Class B Shares to be
redeemed, the aggregate Redemption Price of such shares on presentation and
surrender at the office of the Corporation designated in the aforesaid
notice of redemption and at any other place or places within Canada
specified in such notice of redemption, of the certificate or certificates
representing the Class B Shares called for redemption.
2.2.2.5 Method of Payment. Payment in respect of Class B Shares being redeemed
shall subject as hereafter provided, be made by cheque in the amount of the
Aggregate Redemption Price payable to the holder thereof at par at any
branch in Canada of any Canadian chartered bank in a principal amount equal
to the Aggregate Redemption Price. Such cheque shall satisfy and discharge
all liability of the Corporation for the Aggregate Redemption Price, to the
extent of the amount represented thereby, unless such cheque is not paid on
due presentation. From and after the date specified for redemption in any
such notice of redemption, the Class B Shares called for redemption shall
cease to be entitled to dividends or any other participation in the assets
of the Corporation and the holders thereof shall not be entitled to
exercise any of their other rights as shareholders in respect thereof
unless payment of the Aggregate Redemption Price shall not be made upon
presentation and surrender of the certificates in accordance with the
foregoing provisions, in which case the rights of the holders shall remain
unaffected. The Corporation shall have the right, at any time after the
mailing or delivery of notice of its intention to redeem Class B Shares, to
deposit the Aggregate Redemption Price of the Class B Shares so called for
redemption, or of such of the Class B Shares which are represented by
certificates which have not at the date of such deposit been surrendered by
the holders thereof in connection with such redemption, to a special
account maintained by the Corporation with a branch of a Canadian chartered
bank designated by the Corporation in the notice of redemption (the
"Trustee") to be paid without interest to or to the order of the respective
holders of Class B Shares whose shares have been called for redemption,
upon presentation and surrender to the Trustee of the certificates
representing such shares. Upon such deposit being made or upon the date
specified for redemption in such notice, whichever is later, the Class B
Shares in respect of which such deposit shall have been made shall be
deemed to have been redeemed and the rights of the holders thereof shall be
limited to resolving their proportion of the amount so deposited without
interest, upon presentation and surrender to the Trustee of the certificate
or certificates representing the Class B Shares being redeemed. Any
interest earned on any such deposit shall belong to the Corporation.
Notwithstanding the foregoing the Aggregate Redemption Price, to the extent
that it is represented by a cheque, which has not been presented for
payment by the 6th anniversary of the relevant redemption date, shall be
forfeited to the Corporation. Notwithstanding anything herein contained,
the Corporation and the holder of Class B Shares can agree to payment of
the Aggregate Redemption Price in a manner other than by a cheque from the
Corporation.
Retraction.
2.2.3.1 Right in Retract. Subject to applicable law, each holder of Class B
Shares shall be entitled to require the Corporation to redeem all or any
of the Class B Shares registered in
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the name of the holder by payment for each share to be redeemed of the
aggregate Redemption Price thereof.
2.2.3.2 Method of Retraction. Each holder of Class B Shares who elects to have
the Corporation redeem all or any Class B Shares registered in the name of
that holder shall deposit at the registered office of the Corporation the
certificate or certificates representing the Class B Shares which that
holder desires to have redeemed by the Corporation. The holder of Class B
Shares shall, at the time of depositing such certificates, also file with
the Corporation a notice of election to redeem, which notice shall set out
the Redemption Price and the retraction date (which shall be not less than
thirty(30) days and not more than forty-five(45) days after the deposit of
such certificate or certificates and filing of such notice of election).
Such notice required to be given in this clause may be waived when and if
the Corporation signifies its consent to waiver and executes a formal
waiver in favour of the holder of Class B Shares to be retracted. The
Corporation shall, on the retraction date, redeem the Class B shares in
respect of which certificates have been deposited and in respect of which
the holder of Class B Shares has signified its election as aforesaid, by
paying the Aggregate Redemption Price to the holder of Class B Shares
entitled thereto.
2.2.3.3 Method of Payment. Payment of the Aggregate Redemption Price made in
accordance with the foregoing provisions shall, subject as hereafter
provided, be made by cheque in the amount of the Aggregate Redemption Price
payable to or to the order of the holder of Class B Shares entitled thereto
at par at any branch in Canada of a Canadian chartered bank in a principal
amount equal to the Aggregate Redemption Price. Such cheque shall satisfy
and discharge all liability of the Corporation for the Aggregate Redemption
Price, to the extent of the amount represented thereby, unless such cheque
is not paid on due presentation. The Class B Shares in respect of which
payment is made in accordance with the foregoing provisions shall be deemed
to have been redeemed on the date on which such payment is made and the
holder thereof shall cease to be entitled to dividends or to exercise any
of the rights of holders thereof from such date, unless payment of the
Redemption Price is not made as aforesaid in which event the rights of the
holder of such Class B Shares shall remain ___________. Notwithstanding the
foregoing the Aggregate Redemption Price, to the extent that it is
represented by a cheque, which has not been presented for payment by the
6th anniversary of the relevant retraction date, shall be forfeited to the
Corporation. Notwithstanding anything herein contained, the Corporation and
the holder of Class B Shares can agree to payment of the Aggregate
Redemption Price in a manner other than by a cheque from the Corporation.
Liquidation, Dissolution or Winding Up
2.2.4 In the event of the liquidation, dissolution or winding up of the
corporation or other distribution of the property or assets of the
Corporation among its shareholders for the purpose of winding up its
affairs, each holder of Class B Shares shall be entitled to receive from
the assets and property of the Corporation, before any amount shall be paid
or any property or assets of the Corporation distributed to the holders of
any Class A Shares, or shares of any other class ranking junior to the
Class B Shares, an amount equal to the Aggregate Redemption Price of the
Class B Shares held by such holder. After
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payment to the holders of the Class B Shares of the amount so payable to
them as above provided, they shall not be entitled to share in any further
distribution of the property or assets of the Corporation.
Voting Rights
2.2.5 The holders of the Class B Shares shall not be entitled as such (except as
hereinafter specifically provided and except as otherwise provided by law)
to receive notice of or to attend at any meeting of the shareholders of the
Corporation and shall not be entitled to vote at any such meeting.
Priority
2.2.6 The foregoing provisions in relation to the Class B Shares shall not be
repeated, modified or altered nor shall any other class of shares be
created ranking prior or equal to the Class B Shares unless by special
resolution of the holders of Class B Shares and any other class of shares
of the Corporation entitled to vote thereon.
PRIORITY AS TO DIVIDENDS AND RESTRICTIONS ON DIVIDENDS AND DISTRIBUTION
2.3.1 Except as provided herein, the directors of the Corporation when declaring
any dividends on the Class A Shares and Class B Shares may, in their sole
discretion, elect to declare dividends on one class of shares to the
exclusion of the other classes of shares.
2.3.2 Notwithstanding anything herein contained, no dividends or distribution of
any kind whatsoever shall be declared or made in respect of any class of
shares of the Corporation which will have the affect of reducing the net
realizable value (including goodwill) of the Corporation to an amount
insufficient to enable the redemption by the Corporation of all of the
Class B Shares issued and outstanding.
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