Attached files
Exhibit 3.1
FORM 1
BUSINESS CORPORATIONS ACT
(Section 6)
| ALBERTA |
Consumer
and
Corporate Affairs
|
ARTICLES OF INCORPORATION |
| 1. NAME OF CORPORATION: | CORPORATE ACCESS NUMBER | |
| CAPITAL RESERVE CANADA LIMITED | ||
| 2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: | ||
| See Schedule "A" attached hereto | ||
| 3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY): | ||
| The right to transfer share is restricted in that no shares may be transferred without the approval of the directors of the Corporation. | ||
| 4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OR DIRECTORS THAT THE CORPORATION MAY HAVE: | ||
| The Corporation may have a minimum of one (1) director and a maximum of eleven (11) directors. | ||
| 5. IF THE CORPORATION IS RESTRICTED FROM CARRYON GON A CERTAIN BUSINESS, OR RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE RESTRICTIONS(S): | ||
| No restrictions. | ||
| 6. OTHER RULES OR PROVISIONS (IF ANY): | ||
| See Schedule "B"attached hereto | ||
| 7. DATE: 1999 December 7 | ||
|
INCORPORATORS NAMES:
|
ADDRESS (including Postal Code)
|
SIGNATURE
|
| Gabor I. Zinner |
#188, 400 -
4th Avenue S.W.
Calgary, AB T2P 4H2
|
/s/ Gaber I Zinner |
|
FOR
DEPARTMENT USE ONLY
CORPORATE ACCESS NO
CCA-06.101
(REV 12/86)
|
INCORPORATION DATE |
ENTERED
DEC 8/99
|
-1-
(1) The Corporation is authorized to issue an
unlimited number of Class A Common shared having attached thereto, as a class,
the following rights, privileges, restrictions and conditions:
(a) The right to vote at any meeting of
the shareholders of the Corporation.
(b) The right, subject to any
preferential rights attaching to any other class or series of shares of the
Corporation, to receive dividends as, when, and if declared on th Class A Common
shares by the Corporation.
(c) Notwithstanding (a) and subject to
any preferential rights attaching to any other class or series of shares of the
Corporation, dividends may be paid on the Class B Common shares to the
exclusion of any dividend or of a proportionate dividend on the Class A Common
shares,
(d) Notwithstanding (b), no dividend may
be declares or paid on the Class A Common shares if payment of the dividend
would cause the realizable value of the Corporation's assets to be less than the
aggregate of its liabilities and the amount required to redeem all shares of the
Corporation then outstanding having attached thereto a redemption or retraction
right.
(e) The right, subject to any
preferential rights attaching to any other class or series of shares of the
Corporation, to share in the remaining property of the Corporation upon
dissolution.
(2) The Corporation is also authorized to issue an
unlimited number of Class B Common shares having attached thereto, as a class,
the following, rights, privileges, restrictions and conditions:
(a) No right to notice of, to attend, or
to vote at meetings of the shareholders of the Corporation.
(b) The right, subject to any
preferential rights attaching to any other class or series of shares of the
Corporations, to receive dividends as, when and if declared on the Class B
Common shares by the Corporation.
(c) Notwithstanding (b) and subject to
any preferential rights attaching to any other class or series of shares of the
Corporation, dividends may be paid on the Class A Common shares to the
exclusion of any dividend or of a proportionate dividend on the Class B
Common shares,
(d) Notwithstanding (b), no dividend may
be declares or paid on the Class B Common shares if payment of the dividend
would cause the realizable value of the Corporation's assets to be less than the
aggregate of its liabilities and the amount required to redeem all shares of the
Corporation then outstanding having attached thereto a redemption or retraction
right.
(e) The right, subject to any
preferential rights attaching to any other class or series of shares of the
Corporation, to share in the remaining property of the Corporation upon
dissolution.
(3) The Corporation is also authorized to issue an
unlimited number of First Preferred shares having attached thereto, as a class,
the following, rights, privileges, restrictions and conditions:
(a) The First Preferred shares may be
issued from time to time in one or more series with each series to consist of
such number of the First Preferred shares as may, before the issue thereof, be
determined by the directors of the Corporation.
(b) Before the first issue of First
Preferred shares of a particular series the directors of the Corporation shall
by resolution determine the designation, rights, privileges restrictions and
conditions attaching to that series of First Preferred shares, which rights are
completely in the discretion of the directors of the COrporation subject to the
requirements of the Business Corporations Act.
-2-
SCHEDULE
"B"
OTHER RULES OR PROVISIONS (IF ANY):
(1) The number of shareholders of the Corporation, exclusive of:
(a) persons who are in its employment and
are shareholders of the Corporation, and
(b) persons who, having been formerly in
the employment of the Corporation 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 or more persons who are joint
registered owners of one or more shares being counted as one shareholder.
(2) Any invitation to the public to subscribe for securities issued by the
Corporation is prohibited.
(3) The Corporation shall have a lien on all shares registered in the name
of a shareholder or his legal representative for any debt of that shareholder to
the Corporation.
(4) The directors of the Corporation may, between annual meetings of the
Corporation, appoint one or more additional directors of the Corporation to hold
office until the next annual meeting, but the number of additional directors
shall not at any time exceed one-third of the number of directors who held
office at the close of the last annual meeting of the Corporation.
-3-