EXHIBIT 3.3 SMTC CORPORATION ---------------------- CERTIFICATE OF DESIGNATION PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE --------------------- SPECIAL VOTING STOCK The undersigned officer of SMTC Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Company pursuant to authority conferred upon the Board of Directors by the provisions of the Amended and Restated Certificate of Incorporation of the Company, by Section 3.1 of the By-laws of the Company and by the resolutions of the Board of Directors set forth herein, by unanimous written consent of the Board of Directors dated July 27, 2000. The Board of Directors, by telephonic meeting on July 20, 2000, adopted resolutions, among others, approving the Exchangeable Share Support Agreement, dated as of July 27, 2000, by and among the Company, SMTC Nova Scotia Company and SMTC Manufacturing Corporation of Canada (the "Support Agreement"); and the Voting and Exchange Trust Agreement dated as of July 27, 2000, by and among the Company, SMTC Manufacturing Corporation of Canada, SMTC Nova Scotia Company and CIBC Mellon Trust Company as Trustee (the "Trust Agreement," and with the Exchangeable Share Provisions of SMTC Manufacturing Corporation of Canada and the Support Agreement, the "Exchangeable Documents"), which, among other things, provides for the Special Voting Share, as defined herein. The Board of Directors, by unanimous written consent dated July 27, 2000 adopted the following resolutions, among others, authorizing the classification of the Special Voting Stock and the issuance of one share thereof (the "Special Voting Share"), and fixing the relative powers, preferences, rights, qualifications, limitations and restrictions of such share: "RESOLVED, that the classification of one share of the Company's authorized shares of preferred stock as the Special Voting Share, as defined below and in the Trust Agreement, is hereby authorized and approved; "RESOLVED, that any officer of the Company be, and each hereby is, authorized to take any and all action that such officer of the Company may deem necessary or desirable under applicable law, including, without limitation, the execution of one or more Certificates of Designation under Section 151 of the General Corporation Law of the State of Delaware, to create and issue one Special Voting Share of the Company, to have such rights, privileges, restrictions and conditions as are consistent with the terms of the Exchangeable Documents, such share to be issued in consideration of $1.00, and upon receipt by the Company of such consideration, such Special Voting Share be issued to the Trustee, to be held and exercised by such Trustee as contemplated therein and by the terms of the Trust Agreement; and "RESOLVED, that the number, powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Special Voting Stock are to be fixed as follows: "I. AUTHORIZED NUMBER AND DESIGNATION. There is hereby created out of the authorized and unissued shares of preferred stock of the Company a series of preferred stock designated as "Special Voting Stock, par value $0.01 per share." The number of shares constituting the Special Voting Stock shall be one (the "Special Voting Share"). "II. DIVIDENDS. Neither the holder nor, if different, the owner of the Special Voting Share shall be entitled to receive Company dividends in its capacity as holder or owner thereof. "III. VOTING RIGHTS. The holder of record of the Special Voting Share shall be entitled to all of the voting rights, including the right to vote in person or by proxy, of the Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of the Company at a Company meeting or in connection with a Company consent. "IV. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holder of the Special Voting Share shall be entitled to receive out of the assets of the Company available for distribution to the stockholders, an amount equal to $0.01 before any distribution is made on the common stock of the Company or any other stock ranking junior to the Special Voting Share as to distribution of assets upon liquidation, dissolution or winding-up. "V. RANKING. The Special Voting Share shall, with respect to rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock of the Company and (ii) junior to any other class or series of capital stock of the Company. "VI. REDEMPTION. The Special Voting Share shall not be subject to redemption, except that at such time as no exchangeable shares ("Exchangeable Shares") of SMTC Manufacturing Corporation of Canada (other than Exchangeable Shares owned by the Company and its affiliates) shall be outstanding, and no shares of stock, debt, options or other agreements which could give rise to the issuance of any Exchangeable Shares to any person (other than the Company and its affiliates) shall exist, the Special Voting Share shall automatically be redeemed and canceled, for an amount equal to $0.01 due and payable upon such redemption. Upon any such redemption or other purchase or acquisition of the Special Voting Share by the Company, the Special Voting Share shall be deemed retired and canceled and may not be reissued. "VII. OTHER PROVISIONS. Pursuant to the terms of that certain Trust Agreement, as such agreement may be amended, modified or supplemented from time to time: (i) During the term of the Trust Agreement, the Company may not, without the consent of the holders of the Exchangeable Shares (as defined in the Trust Agreement), issue any shares of its Special Voting Stock in addition to the Special Voting Share; (ii) the Special Voting Share entitles the holder of record to a number of votes at meetings of holders of Company Common Stock equal to the number of Exchangeable Shares (as defined by the Trust Agreement) outstanding from time to time (other than the Exchangeable Shares held by the Company and its affiliates); (iii) the Trustee (as defined by the Trust Agreement) shall exercise the votes held by the Special Voting Share pursuant to and in accordance with the Trust Agreement; (iv) the voting rights attached to the Special Voting Share shall terminate pursuant to and in accordance with the Trust Agreement; and (v) the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of such Special Voting Share shall be as otherwise provided in the Trust Agreement." IN WITNESS WHEREOF, the Company has caused this Certificate of Designation to be been signed by Paul Walker, its President, and attested by Richard Smith, its Assistant Secretary, whereby said Assistant Secretary affirms, under penalties of perjury, that this Certificate of Designation is the act and deed of the Company and that the facts stated herein are true, this 27th day of July, 2000. SMTC CORPORATION By: /s/ Paul Walker ---------------------- Name: Paul Walker Title: President Attest: By: /s/ Richard Smith --------------------------- Name: Richard Smith Title: Assistant Secretary