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Healthtrac Inc · 10-K · For 2/29/00 · EX-3.1

Filed On 6/14/00 4:45pm ET · SEC File 0-14356 · Accession Number 1085037-0-168

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/14/00  Healthtrac Inc                    10-K        2/29/00   31:517                                    Clark Wilson/FA

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         77    347K 
 2: EX-3.1      Certificate of Continuance                            11     53K 
 3: EX-3.2      Certificate of Amendment-June 14/95                    9     48K 
 4: EX-3.3      Certificate of Amendment - Sept. 14/95                 2     21K 
 5: EX-3.4      Certificate of Amendment - Dec 22/95                   8     48K 
 6: EX-3.5      Certificate of Amendment - March 23/99                 2     21K 
 7: EX-3.6      Certificate of Amendment-May 31/99                     2     20K 
 8: EX-3.7      Certificate of Amendment-July 18/97                    2     20K 
 9: EX-3.8      By-Law No. 1                                          24    103K 
10: EX-10.1     Release and Settlement Agreement                      10     36K 
11: EX-10.2     Management Agreement - Dennis Sinclair                 9     47K 
12: EX-10.3     Employment Agreement - Todd Garey                     11     47K 
13: EX-10.4     Employment Agreement - Nathan Bawden                   6     31K 
14: EX-10.5     Employment Agreement - Everett Palmer                 10     45K 
15: EX-10.6     Employment Agreement - Dorothy Tomek                  12     48K 
16: EX-10.7     Employment Agreement - Kevin Wielgus                  12     48K 
17: EX-10.8     Joint Venture Agreement                               14     54K 
18: EX-10.9     Red Hat Isv Partner Agreement                          4     34K 
19: EX-10.10    Red Hat Lacd Agreement                                 5     34K 
20: EX-10.11    Assignment Agreement                                   4     23K 
21: EX-10.12    Rolling Meadows Lease                                 29±   131K 
22: EX-10.13    Settlement and Stock Option Agreement                 17     63K 
23: EX-10.14    Asset Purchase Agreement                              37    115K 
24: EX-10.15    Letter Agreement - Universal Electronic               35     96K 
25: EX-10.16    Asset Purchase Agreement                              47    141K 
26: EX-10.17    Asset Purchase Agreement                              76    251K 
27: EX-10.18    Lease Agreement                                       21     94K 
28: EX-10.19    Cooperative Marketing Agreement                        6     40K 
29: EX-10.20    Employment Agreement - Michael Peterson               13     46K 
30: EX-21       Subsidiaries of the Company                            1     17K 
31: EX-27       Financial Data Schedule                                1     18K

EX-3.1 · Certificate of Continuance

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[GRAPHIC  OMITED] 

Consumer  and                       Consommation                      
Corporate  Affairs  Canada          et  corporations  Canada          

Certificate  of  Continuance             Certificat  de  prorogation            

Canada  Business                         Loi  r  gissant  les  soci  t  s       
Corporations  Act                    par  actions  de  r  gime  f  d  ral       

CAM-NET  COMMUNICATIONS  NETWORK  INC.                   268178-1               

Name  of  Corporation-D  nomination  de  la  soci  t     Number  -  Num  ro     

I  hereby  certify  that  the  above-mentioned  Corporation  was continued under
Section  187  of the Canada Business Corporations Act as set out in the attached
Articles  of  Continuance.     Je  certifie  par  les  pr  sentes  que la soci t
mentionn  e ci-haut a  t  prorog e en vertu de l'article 187 de la Loi r gissant
les  soci  t s par actions de r gime f d ral, tel qu'indiqu  dans les clauses de
prorogation  ci-jointes.                                                        

          Le directeur                   January 11, 1991/le 11 janvier 1991

           /s/  signed     Date  of  Continuance  -  Date  de  la  prorogation
Director                                                
---------                                               

Canada                                                                          

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[GRAPHIC  OMITED] 

                FORM 11     FORMULE 11

                ARTICLES OF CONTINUANCE     CLAUSES DE PROROGATION
        Consumer and Corporate Affairs Canada     Consommation et Corporations
 Canada     (SECTION 181)     (ARTICLES 181)
Canada Business                                                       
    Corporations  Act     Loi  sur  les  soci  t  s  commerciales  canadiennes

-  Name  of  corporation     D  nomination  de  la  soci  t                     
CAM-NET  COMMUNICATIONS  NETWORK  INC.                                        
---------------------------------------                                         
-  The place in Canada where the registered office is to be situated     Lieu au
Canada  o  doit  tre  situ  le  si  ge  social                                  

VANCOUVER,  BRITISH  COLUMBIA                                                   
-----------------------------                                                   
-  The  classes  and  any  maximum  number  of  shares  that  the corporation is
authorized  to issue     Cat gories et tout nombre maximal d'actions que la soci
t  est  autoris  e   mettre                                                     

AS  SET  OUT  IN  SCHEDULE  1  ANNEXED  TO  AND  INCORPORATED IN THESE ARTICLES.

-  Restrictions  if any on share transfers     Restrictions sue le transfert des
actions  s'il  y  a  lieu                                                       

NOT  APPLICABLE                                                                 

-  Number  (or  minimum  and  maximum number) of directors     Nombre (ou nombre
minimum  et  maximum)  d'administrateurs                                        
MINIMUM  OF  3  DIRECTORS  AND  MAXIMUM  OF  24  DIRECTORS                      
----------------------------------------------------------                      
-  Restrictions  if  any  on businesses the corporation may carry on     Limites
impos  es  quant  aux  activit  s  que  la soci t  peut exploiter, s'il y a lieu

NOT  APPLICABLE                                                                 

-  (1)  if  change  of  name  effected,  previous  name     (2)  Details  of    
incorporation                                                                   
   (1)  Si  changement de d nomination, d nomination ant rieure     (2)  D tails
de  la  constitution                                                            
B.C.                                                                  
NOT  APPLICABLE     JANUARY  29,  1982                                          
---------------     ------------------                                          
-  Other  provisions  if  any     Autres  dispositions  s'il  y  a  lieu        
NOT  APPLICABLE                                                                 

Date     Signature     Description  of  Office  -  Description  du  poste       
January  7,  1991     /s/  Robert  E.  Moore     DIRECTOR                       
FOR  DEPARTMENTAL  USE  ONLY  -  A  L'USAGE  DU  MINIST  RE  SEULMENT           
Corporation  No.  -  No  de  la  soci  t                                        
Filed  -  D  pos  e                                                   
268178-1      JAN  14,  1991                                                  
---------     ---------------                                                   

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Schedule 1
 TABLE OF CONTENTS

PART  1  -  Classes  and  Number  of  Shares                                    

PART  2  -  Interpretation                                                      

PART  3  -  Common  Shares                                                      

PART  4  -  Class  A  Preference  Shares                                        

PART  5  -  Class  B  Preference  Shares                                        

 CAM-NET COMMUNICATIONS NETWORK INC.

Part  1  -  Classes  and  Number  of  Shares  ,                                 

1.0          The  classes  and  maximum  nuber  of shares of each class that the
Corporation  is  authorized  to  issue  are  as  follows:                       

(a)     one  class  of  100,000,000  shares  to  be  designated as common shares
(herein  referred  to  as  "Common  Shares");                                   

(b)     one  class  of 150,000,000 shares to be designated as class A preference
shares issuable in series (herein referred to as "Class A Preference Shares; and

(c)     one  class  of 150,000,000 shares to be designated as class B preference
shares  issuable  in series (herein referred to as "Class B Preference Shares").
The rights, privileges, restrictions and conditions attaching to each such class
of  shares  of  the  Corporation  are  hereinafter  set  out.                   

Part  2  -  Interpretation  and  Notice                                         

2.0          Definitions                                                        

2.1.1          In this Schedule 1, except as otherwise provided herein or unless
the  context  otherwise  requires:                                              

(1)     "Act"  means  the  Canada Business Corporations Act as from time to time
enacted  and  all  amendments thereto and includes the regulations made pursuant
thereto;                                                                        

(2)     "Articles"  means  the  Articles  of  Continuance  of the Corporation as
amended  from  time  to  time;                                                  

(3)     "Board"  and  "the  Directors" or "the directors" means the directors or
sole  director  of  the  Corporation  for  the  time  being;                    

EX-3.1 4th Page of 11 TOC 1st Previous Next Bottom Just 4th

(4)     "Corporation"  means  Cam-Net  Communications  Network  Inc.;           

(5)     "Director"  means  the  Director  appointed  under  the  Act.           

2.1.2          All  references  herein  to  designated  "Parts",  "Sections",   
"subsections".  "clauses".  "subclauses"  and  other  subdivisions  are  to  the
designated  Parts,  Sections,  subsections,  clauses,  subclauses  and  other   
subdivisions  of  this  Schedule  1.                                            

2.1.3          Expressions  referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and other modes of
representing  or  reproducing  words  in  a  visible  form.                     

2.1.4          Words  importing  the singular include the plural and vice versa;
words  importing male persons include female persons and words importing persons
shall  include  corporations.                                                   

2.2.0          Notices                                                          

2.2.1          A  notice,  statement  or report may be given or delivered by the
Corporation  pursuant  to  the Articles to any shareholder either by delivery to
him personally or by sending it by mail to him to his address as recorded in the
securities  register of the Corporation.  Where a notice, statement or report is
sent  by  mail,  service or delivery of the notice, statement or report shall be
deemed  to be effected by property addressing, prepaying and mailing the notice,
statement  or  report  and to have been given on the day, Saturdays, Sundays and
holidays  excepted,  following the date of mailing.  A certificate signed by the
Secretary or other officer of the Corporation or of any other corporation acting
in  that  behalf  for  the  Corporation  that  the  letter,  envelope or wrapper
containing  the notice, statement or report was so addressed, prepaid and mailed
shall  be  conclusive  evidence  thereof.                                       

2.2.2          A  notice,  statement  or report may be given or delivered by the
Corporation  pursuant  to the Articles to the joint holders of a share by giving
the  notice  to  the  joint holder first named in the securities register of the
Corporation  in  respect  of  the  share.                                       

2.2.3          A  notice,  statement  or report may be given or delivered by the
Corporation  pursuant  to its Articles to the to the persons entitled to a share
in  consequence  of  the  death,  bankruptcy  or  incapacity of a shareholder by
sending it through the mail prepaid addressed to them by name or by the title of
representatives  of  the  deceased  or  incapacitated  person  or trustee of the
bankrupt,  or  by  any like description, at the address (if any) supplied to the
Corporation for the purpose by the persons claiming to be so entitled, or (until
such address has been so supplied) by giving the notice in a manner in which the
same  might  have  been  given  if  the  death, bankruptcy or incapacity had not
occurred.                                                                       

2.2.4          Notice  to  be  given  pursuant  to the Articles of every general
meeting or meeting of shareholders holding a class of shares shall be given in a
manner  hereinbefore  authorized to every shareholder holding at the time of the
issue  of the notice or the date fixed for determining the shareholders entitled
to such notice, whichever is earlier, shares which confer the right to notice of
and  to attend and vote at any such meeting.  No other person except the auditor
of  the  Corporation  and  the Directors of the Corporation shall be entitled to
receive  notices  of  any  such  meeting.                                       

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Part  3  -  Common  Shares                                                      

3.0          The  Common  Shares  shall  have  the following rights, privileges,
restrictions  and  conditions  attached  thereto.                               
3.1.0          Voting                                                           

3.1.1          The  holders  of the Common Shares are entitled to receive notice

of and to attend and vote at all meetings of the shareholders of the Corporation
and  vote at all meetings of the shareholders of the Corporation and to have one
(1)  vote  for  each  Common  Share  held.                                      

3.2.0          Dividends                                                        

3.2.1          The  holders  of  the Common Shares shall be entitled to receive,
and  the Corporation shall pay thereon, as and when declared     by the Board of
Directors  of  the  Corporation  out  of  funds and/or assets of the Corporation
properly  available for the payment of dividends, such dividends as the Board of
Directors  may  deem  advisable.                                                

3.3.0          Liquidation,  Dissolution  and  Winding-up                       

3.3.1          Subject  to  the  rights, privileges, restrictions and conditions
attached  to the Class A Preference Shares and the Class B Preference Shares and
any  other  shares  from  time  to  time ranking prior to the Common Shares with
respect  to  entitlement  to  receive  property  of  the  Corporation  upon  the
liquidation, dissolution or winding-up thereof, the holders of the Common Shares
shall  be entitled to receive the remaining property of the Corporation upon the
liquidation,  dissolution  or  winding-up  thereof.                             

Part  4  -  Class  A  Preference  Shares                                        

4.0          The  Class  A  Preference  Shares shall have attached thereto, as a
class,  the rights, privileges, restrictions and conditions set out in this Part
4.                                                                              

4.1.0          Issuance  in  Series                                             

4.1.1          The  Class  A  Preference  Shares  may,  upon compliance with the
applicable provisions of the Act, be issued at any time and from time to time in
one  or  more  series,  each  series to consist of such number of shares as may,
before  the  issue  thereof,  be  fixed  by  the  Directors.                    

4.2          Determination  by  Directors                                       

4.2.1          Subject  to  the  provisions  of  these  Articles,  the  rights, 
privileges,  restrictions  and  conditions  attaching  to the Class A Preference
Shares  of  any  series  and  subject to or in addition to the provisions of the
Company  Act  the Directors may by resolution ("Series Resolution") daily gassed
before  the  issuance  of  Class  A  Preference  Shares  of any series alter the
Articles to fix the number of Class A Preference Shares in, and to determine the
designation,  rights,  privileges,  restrictions and conditions attaching to the
Class  A Preference Shares of each series, subject to the limitations set out in
the  Articles  and  subject  to  the  provisions  of  the  Act.                 

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4.2.2          The  Class  A  Preference  Shares of any series may have attached
thereto  such  rights,  privileges,  restrictions  and  conditions  as  may  be 
determined  by  Series  Resolutions  with  respect  to each series including (as
examples  only),  without  in  any way limiting the generality of the foregoing,
rights,  privileges,  restrictions  and  conditions  concerning:                

(i)     the  rate  or amount of dividends, whether cumulative or non-cumulative,
the  currency or currencies of payment, the date or dates and place or places of
payment  and  the  date  or  dates  from  which  such  dividends  are to accrue;

(ii)     the  right  to receive notice of or to attend or to vote at any meeting
of  shareholders  of  the  Corporation;                                         

(iii)     the right to convert or exchange Class A Preference Shares into Common
Shares  or  other  shares,  bonds,  debentures,  securities,  or  otherwise;    
(iv)     the  right  of  the  Corporation  to  redeem  or  to  purchase  Class A
Preference  Shares;                                                             

(v)     obligations  with  respect  to  sinking  funds  or funds for purchase or
redemption  of Class A Preference Shares, rights of retraction or share purchase
plans;                                                                          

(vi)     restriction  upon  the  payment  of dividends on, or retirement of, any
other  shares  of  the  Corporation  or  of  any  subsidiary of the Corporation;

(vii)     restrictions  upon  the  redemption or purchase of any other shares of
the  Corporation  or  of  any  subsidiary  of  the  Corporation;                

(viii)     the  exercise  by  the Corporation of any election open to it to make
any  payments  of  corporation,  income  or  other  taxes;                      

(ix)     the subdivision, consolidation or reclassification of any shares of the
Corporation;                                                                    

(x)     restrictions  upon  borrowing by the Corporation or by any subsidiary of
the  Corporation  or  the  issue  by the Corporation of any preference shares in
addition to the Class A Preference Shares of any series at any time outstanding;

(xi)     restrictions upon the reduction of capital by the Corporation or by any
subsidiary  of  the  Corporation;                                               

(xii)     restrictions  upon  the  retirement  of  notes, bonds or debentures or
other  indebtedness  of the Corporation or of any subsidiary of the Corporation;

(xiii)     limitations  or  restrictions  upon  or  regulations  concerning  the
conduct  of  the  business  of  the  Corporation or the investment of its funds;

(xiv)     the  holding  of  meetings  of  the  holders of the Class A Preference
Shares  of  any  series;                                                        

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(xv)     restrictions  upon  the  creation  or  issuance  of any other shares or
securities  of  the  Corporation;                                               

(xvi)     the  right  of  holders of the Class A Preference Shares to convert or
exchange  the  shares  of  any  class  of  the Corporation into or for any other
securities  of  the corporation or into or for shares or securities of any other
company;                                                                        

(xvii)     the  rights  of holders of the Class A Preference Shares in the event
of  liquidation,  dissolution  or  winding  up  of  the Corporation or any other
distribution  of assets or property of the Corporation among the members for the
purpose  of  winding  up  its  affairs;                                         

(xviii)     the  right of holders of Class A Preference Shares to receive copies
of  the  annual financial statements of the Corporation and the Auditor's Report
thereon;  and                                                                   

(xix)     the  right of holders of Class A Preference Shares to subscribe for or
purchase  or receive any part of any issue of shares, bonds, debentures or other
securities  of  the  Corporation.                                               

4.3.0          Preference  and  Priority                                        

4.3.1          With  respect  to  priority  in  payment  of dividends and in the
distribution  of  assets  or  property  of  the  Corporation in the event of the
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  or  in  any  other  distribution  of  assets  or  property  of the
Corporation  among  its  members  for  the purpose of winding-up its affairs the
Class  A  Preference Shares of each series shall be entitled to a preference and
priority over the Common Shares and any other shares ranking junior to the Class
A Preference Shares (including the Second Preference Shares) and, subject to the
provisions  of  the Company Act, the Class A Preference Shares of any series may
also be given such other preferences over the Common Shares and any other shares
ranking junior to the Class A Preference Shares (including the Second Preference
Shares)  as  may be provided in the Series Resolution in respect of such series.

4.4.0          Additional  Issue                                                

4.4.1          Subject  to  the  provisions  of  the Act, these Articles and the
special rights, privileges, restrictions and conditions attaching to the Class A
Preference  Shares  of  any  series, the Corporation shall have the right at any
time  or  times  to  create,  allot and issue any shares of any class or classes
ranking  in priority to or on a parity with the Class A Preference Shares or the
Class  A  Preference  Shares of such series and having such designation, rights,
privileges, restrictions and conditions attaching thereto, including, without in
any  way  limiting  the  generality  of  the  foregoing,  rights,  privileges,  
restrictions  and  conditions concerning the matters set forth in Article 4.2.2,
as  may  be  set  forth in the resolution or resolutions creating such class and
defining the special rights or restrictions to be attached thereto (the whole of
which  is  subject  to  the filing with the Director of articles of amendment as
required  by  the  Act).  The  rights,  privileges,  restrictions and conditions
attaching  to  the Class A Preference Shares or the Class A Preference Shares of
any  series  shall  not  be  prejudiced or interfered with by reason only of the
creation, issuance and allotment of shares of any other class or classes ranking
in  priority to or on a parity with the Class A Preference Shares or the Class A
Preference  Shares  of  such  series.                                           

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4.4.2          Nothing  contained in these Articles shall require any consent or
approval  from  the  holders  of  the  Class  A Preference Shares or the Class A
Preference  Shares  of  any series to any alteration of the Articles which shall
authorize  or provide for the creation of additional preference shares including
any  that rank in priority to the Class A Preference Shares, provided that there
has been compliance with the conditions, if any, set forth in the special rights
or  restrictions  attaching  to  the  Class  A  Preference Shares or the Class A
Preference Shares of such series, and it is a term of the issuance of any of the
Class  A  Preference  Shares  that  the  holders  thereof  consent  to  any such
alteration.                                                                     

4.5.0          Amendment                                                        

4.5.1          Subject to the provisions of the Act, the provisions contained in
this  Part  4  may be repealed, in whole or in part, abrogated, altered, varied,
added  to,  modified,  amended  or  amplified with the consent of the holders of
Class  A  Preference  shares  given  as  provided  herein.                      

4.5.2          A  consent  under Article 4.4.1 shall be sufficiently given if it
shall be given in writing by the holders of two-thirds of the Class A Preference
Shares  then  outstanding or by resolution passed at a meeting of the holders of
the  Class  A  Preference  Shares, duly called for that purpose and held upon at
least  21  days'  notice,  at  which  the  holders  of  at  least 10% of Class A
Preference  Shares  then  outstanding  are  present  or represented by proxy and
carried  by  the  affirmative  votes of not less than two-thirds of the votes on
such  resolution  cast  on  a  poll.                                            

4.5.3          If  at any meeting of the holders of Class A Preference Shares, a
quorum  is  not  present  or represented by proxy within one-half hour after the
time  appointed for such meeting, then such meeting shall be adjourned to a date
not  less  than  15  days  thereafter  and  to  such  time and place as shall be
appointed  by  the  chairman and at least 10 days' notice shall be given of such
adjourned  meeting,  but  it  shall  not be necessary to specify the purpose for
which  such  meeting  was  originally  called.  At  such  adjourned meeting, the
holders  of  the  Class A Preference Shares then present or represented by proxy
may,  subject to the provisions of the Act, transact the business for which such
meeting  was  originally  called  and  a  resolution  shall  be  carried  by the
affirmative  votes  of  not less than two-thirds of the votes on such resolution
cast  on  a  poll.  Except  as  otherwise provided herein, the formalities to be
observed  in respect of the giving of notice of any meeting or adjourned meeting
and  the  conduct  thereof  shall  be  those from time to time prescribed by the
Articles  with  respect  to  general  meetings.  On every poll taken at any such
meeting or adjourned meeting, every holder of Class A Preference Shares shall be
entitled  to  one  vote in respect of each Class A Preference Share held by such
holder.                                                                         

Part  5  -  Class  B  Preference  Shares                                        

5.0          The  Class  B  Preference  Shares shall have attached thereto, as a
class,  the rights, privileges, restrictions and conditions set out in this Part
5.                                                                              

5.1.0          Issuance  In  Series                                             

5.1.1          The  Class  B  Preference  Shares  may,  upon compliance with the
applicable provisions of the Act, be issued at any time and from time to time in
one  or  more  series,  each  series to consist of such number of shares as may,
before  the  issue  thereof,  be  fixed  by  the  Directors.                    

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5.2.0          Determination  by  Directors                                     

5.2.1          Subject  to  the  provisions  of  these  Articles,  the  rights, 
privileges,  restrictions  and  conditions  attaching  to the Class B Preference
Shares  of  any  series  and  subject to or in addition to the provisions of the
Company  Act,  the directors may by resolution ("Series Resolution") duly passed
before  the  issuance  of  Class  B  Preference  Shares  of any series alter the
Articles to fix the number of Class B Preference Shares in, and to determine the
designation,  rights,  privileges,  restrictions and conditions attaching to the
Class  B Preference Shares of each series, subject to the limitations set out in
the  Articles  and  subject  to  the  provisions  of  the  Act.                 

5.2.2          The  Class  B  Preference  Shares of any series may have atteched
thereto  such  rights,  privileges,  restrictions  and  conditions  as  may  be 
determined  by  Series  Resolutions  with  respect to each series, including (as
examples  only),  without  in  any way limiting the generality of the foregoing,
rights,  privileges,  restrictions  and  conditions  concerning:                

(i)     the  rate  or amount of dividends, whether cumulative or non-cumulative,
the  currency or currencies of payment, the date or dates and place or places of
payment  and  the  date  or  dates  from  which  such  dividends  are to accrue;

(ii)     the  right  to receive notice of or to attend or to vote at any meeting
of  shareholders  of  the  Corporation;                                         

(iii)     the right to convert or exchange Class B Preference Shares into Common
Shares  or  other  shares,  bonds,  debentures,  securities,  or  otherwise;    

(iv)     the  right  of  the  Corporation  to  redeem  or  to  purchase  Class B
Preference  Shares;                                                             

(v)     obligations  with  respect  to  sinking  funds  or funds for purchase or
redemption  of Class B Preference Shares, rights of retraction or share purchase
plans;                                                                          

(vi)     restriction  upon  the  payment  of dividends on, or retirement of, any
other  shares  of  the  Corporation  or  of  any  subsidiary of the Corporation;

(vii)     restrictions  upon  the  redemption or purchase of any other shares of
the  Corporation  or  of  any  subsidiary  of  the  Corporation;                

(viii)     the  exercise  by  the Corporation of any election open to it to make
any  payments  of  corporation,  income  or  other  taxes;                      

(ix)     the subdivision, consolidation or reclassification of any shares of the
Corporation;                                                                    

(x)     restrictions  upon  borrowing by the Corporation or by any subsidiary of
the  Corporation  or  the  issue  by the Corporation of any preference shares in
addition to the Class B Preference Shares of any series at any time outstanding;

(xi)     restrictions upon the reduction of capital by the Corporation or by any
subsidiary  of  the  Corporation;                                               

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(xii)     restrictions  upon  the  retirement  of  notes, bonds or debentures or
other  indebtedness  of the Corporation or of any subsidiary of the Corporation;

(xiii)     limitations  or  restrictions  upon  or  regulations  concerning  the
conduct  of  the  business  of  the  Corporation or the investment of its funds;

(xiv)     the  holding  of  meetings  of  the  holders of the Class B Preference
Shares  of  any  series;                                                        

(xv)     restrictions  upon  the  creation  or  issuance  of any other shares or
securities  of  the  Corporation;                                               

(xvi)     the  right  of  holders of the Class B Preference Shares to convert or
exchange  the  shares  of  any  class  of  the Corporation into or for any other
securities  of  the corporation or into or for shares or securities of any other
company;                                                                        

(xvii)     the  rights  of holders of the Class B Preference Shares in the event
of  liquidation,  dissolution  or  winding  up  of  the Corporation or any other
distribution  of assets or property of the Corporation among the members for the
purpose  of  winding  up  its  affairs;                                         

(xviii)     the  right of holders of Class B Preference Shares to receive copies
of  the  annual financial statements of the Corporation and the Auditor's Report
thereon;  and                                                                   

(xix)     the  right of holders of Class B Preference Shares to subscribe for or
purchase  or receive any part of any issue of shares, bonds, debentures or other
securities  of  the  Corporation.                                               

5.3.0          Preference  and  Priority                                        

5.3.1          With  respect  to  priority  in  payment  of dividends and in the
distribution  of  assets  or  property  of  the  Corporation in the event of the
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  or  in  any  other  distribution  of  assets  or  property  of the
Corporation  among  its  members  for  the purpose of winding-up its affairs the
Class  B  Preference Shares of each series shall be entitled to a preference and
priority over the Common Shares and any other shares ranking junior to the Class
B  Preference  Shares  but  shall  rank in respect thereof junior to the Class A
Preference Shares and, subject to the provisions of the Company Act, the Class B
Preference  Shares  of  any series may also be given such other preferences over
the  Common Shares and any other shares ranking junior to the Class B Preference
Shares  as  may  be provided in the Series' Resolution in respect of such series
but  shall  rank  in  respect  thereof  junior to the Class A Preference Shares.

5.4.0          Additional  Issues                                               

5.4.1          Subject  to  the  provisions  of  the Act, these Articles and the
rights,  privileges,  restrictions  and  conditions  attaching  to  the  Class B
Preference  Shares  of  any  series, the Corporation shall have the right at any
time  or  times  to  create,  allot and issue any shares of any class or classes
ranking  in priority to or on a parity with the Class B Preference Shares or the
Class  B  Preference  Shares of such series and having such designation, rights,

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privileges, restrictions and conditions attaching thereto, including, without in
any  way  limiting  the  generality  of  the  foregoing,  rights,  privileges,  
restrictions  and  conditions concerning the matters set forth in Article 5.2.2,
as  may  be  set  forth in the resolution or resolutions creating such class and
defining the special rights or restrictions to be attached thereto (the whole of
which  is  subject  to  the filing with the Director of articles of amendment as
required  by  the  Act).  The  rights,  privileges,  restrictions and conditions
attaching  to  the Class B Preference Shares or the Class B Preference Shares of
any  series  shall  not  be  prejudiced or interfered with by reason only of the
creation, issuance and allotment of shares of any other class or classes ranking
in  priority to or on a parity with the Class B Preference shares or the Class B
Preference  Shares  of  such  series.                                           

5.4.2          Nothing  contained in these Articles shall require any consent or
approval  from  the  holders  of  the  Class  B Preference Shares or the Class B
Preference  Shares  of  any series to any alteration of the Articles which shall
authorize  or provide for the creation of additional preference shares including
any  that rank in priority to the Class B Preference Shares, provided that there
has been compliance with the conditions, if any, set forth in the special rights
or  restrictions  attaching  to  the  Class  B  Preference Shares or the Class B
Preference Shares of such series, and it is a term of the issuance of any of the
Class  B  Preference  Shares  that  the  holders  thereof  consent  to  any such
alteration.                                                                     

5.5.0          Amendment                                                        

5.5.1          Subject to the provisions of the Act, the provisions contained in
this  Part  5  may be repealed, in whole or in part, abrogated, altered, varied,
added  to,  modified,  amended  or  amplified with the consent of the holders of
Class  B  Preference  Shares  given  as  provided  herein.                      

5.5.2          A  consent  under Article 5.4.1 shall be sufficiently given if it
shall be given in writing by the holders of two-thirds of the Class B Preference
Shares  then  outstanding or by resolution passed at a meeting of the holders of
the  Class  B  Preference  Shares, duly called for that purpose and held upon at
least  21  days'  notice,  at  which  the  holders  of  at  least 10% of Class B
Preference  Shares  then  outstanding  are  present  or represented by proxy and
carried  by  the  affirmative  votes of not less than two-thirds of the votes on
such  resolution  cast  on  a  poll.                                            

5.5.3          If  at any meeting of the holders of Class B Preference Shares, a
quorum  is  not  present  or represented by proxy within one-half hour after the
time  appointed for such meeting, then such meeting shall be adjourned to a date
not  less  than  15  days  thereafter  and  to  such  time and place as shall be
appointed  by  the  chairman and at least 10 days' notice shall be given of such
adjourned  meeting,  but  it  shall  not be necessary to specify the purpose for
which  such  meeting  was  originally  called.  At  such  adjourned meeting, the
holders  of  the  Class B Preference Shares then present or represented by proxy
may,  subject to the provisions of the Act, transact the business for which such
meeting  was  originally  called  and  a  resolution  shall  be  carried  by the
affirmative  votes  of  not less than two-thirds of the votes on such resolution
cast  on  a  poll.  Except  as  otherwise provided herein, the formalities to be
observed  in respect of the giving of notice of any meeting or adjourned meeting
and  the  conduct  thereof  shall  be  those from time to time prescribed by the
Articles  with  respect  to  general  meetings.  On every poll taken at any such
meeting or adjourned meeting, every holder of Class B Preference Shares shall be
entitled  to  one  vote in respect of each Class B Preference Share held by such
holder.

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Healthtrac Inc · 10-K · For 2/29/00 · EX-3.1

Filed On 6/14/00 4:45pm ET · SEC File 0-14356 · Accession Number 1085037-0-168

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EX-3.1 · Certificate of Continuance

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