Articles of incorporation
3 The following provisions shall be deemed to be the Corporation’s articles of incorporation and may be amended or restated in accordance with the Business Corporations Act: 1.  The name of the Corporation shall be Toronto District Heating Corporation. 2.  The address of the registered office of the Corporation shall be P.O. Box 310, Royal Trust Tower, Suite 4018, Toronto-Dominion Centre, Toronto, Ontario M5K 1K2. 3.  The number of directors of the Corporation shall be a minimum of one and a maximum of 10. 4.  The Corporation is authorized to issue an unlimited number of common shares.  The rights, privileges, restrictions and conditions attaching to the common shares are as follows: i.  Payments of Dividends:  The holders of the common shares shall be entitled to receive dividends if, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine.  Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or concurrently with the holders of the common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Corporation. ii.  Participation upon Liquidation, Dissolution or Winding Up:  In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares shall, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive assets of the Corporation upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution.  Such distribution shall be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction. iii.  Voting Rights:  The holders of the common shares shall be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to one vote in respect of each common share held at all such meetings. 5.  No share in the capital of the Corporation shall be issued or transferred without the consent of the directors expressed by the votes of two-thirds of the directors at a meeting of the directors or by an instrument in writing signed by two-thirds of the directors. 6.  The number of shareholders of the Corporation, exclusive of persons who are in its employment 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 fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder. 7.  Any invitation to the public to subscribe for securities of the Corporation is prohibited.  1998, c. 15, Sched. C, s. 3.