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Exhibit 3.7
UNOFFICIAL OFFICE TRANSLATION
| Business Register Number: | | 915 768 237 | | Limited Company |
Date of incorporation: |
|
28.11.1969 |
|
Transferred to the Register of Business Enterprises: 17.12.1988 |
Firm: |
|
INGENIØR M O SCHØYENS BILCENTRALER AS |
Business Address: |
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Drammensveien 155 C
0277 OSLO |
| Municipality: | | 0301 OSLO |
| Country: | | Norway |
Postal address: |
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Postboks 256 Skøyen
0213 OSLO |
Share capital NOK: |
|
750,000.00 |
| The capital is fully paid | | | | |
Managing director/CEO: |
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| | Sjur Eskild Brenden | | |
Board of directors:
Chairman: |
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| | Frode Larsen | | Representative of the holders of A-shares |
| | Vendla 56
1397 NESØYA | | |
Deputy chairman: |
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| | Georg Kervel | | Representative of the holders of A-shares |
Board members: |
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| | Vasant Mistry | | Representative of the holders of A-shares |
| |
Anne Merete Stoltz Nicolaysen |
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Representative of the holders of A-shares |
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Kjetil Waal |
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Employee representative |
| |
Kjell Sæther |
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Employee representative |
Alternate board members: |
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|
|
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| | Kjell Kristiansen | | Employee representative |
| |
Elisabeth Frostad |
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Employee representative |
Signing authority: |
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|
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| | The chairman and one additional member of the board of directors have the joint signing authority for the company. |
Power of attorney: |
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| | Sjur Eskild Brenden |
Accountant: |
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|
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| | Accountant number 980 211 282
DELOITTE STATSAUTORISERTE RVISORER AS
Karenslyst Alle 20
0213 OSLO | | Chartered Accountants |
Objective: |
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|
|
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| | To administer and operate public transportation in the widest sence, including the performance of administrative and operational tasks for other businesses. |
UNOFFICIAL OFFICE TRANSLATION
Adopted at the Shareholders meeting on 27 June 2002
ARTICLES OF ASSOCIATION
FOR
INGENIØR M. O. SCHØYENS BILCENTRALER AS
§ 1
The name of the company is Ingeniør M. O. Schøyens Bilcentraler AS.
§ 2
The objective of the company is to administer and operate public transportation in the widest sense, including the performance of administrative and operational tasks for other businesses.
§ 3
The company's registered office is in Oslo.
§ 4
The share capital of the company is NOK 750.000,- divided on 750 shares, each in the amount of NOK 1000,- and designated by name. Transfer of shares is not valid towards the company without approval of the board of directors.
§ 5
The bodies of the company are:
- I
- The shareholders' meeting
- II
- The corporate assembly
- III
- The board of directors
§ 6
The ordinary shareholders' meeting shall be held each year within the end of the month of August and be summoned with no less than 14 days' notice.
The shareholders' meeting shall;
- a)
- Consider the annual report and accounts closed as per 28 February, hereunder distribution of dividends.
- b)
- Elect 2/3 of the members of the corporate assembly with alternates and the accountant—and determine the remuneration of the accountant.
- c)
- Decide upon other matters presented to it by the board of directors, the corporate assembly of the shareholders.
Summons to the shareholders' meeting shall be carried out through letters to the shareholders with the annual report, accounts and auditors statement enclosed.
The summons for the shareholders' meeting shall include a list of the matters to be considered by the shareholders' meeting. Matters to be considered by the shareholders' meeting must be presented to the board of directors no later than three weeks prior to the date of the shareholders' meeting.
Each share carries one vote at the shareholders' meeting. A shareholder may elect to meet by proxy. The proxy must be evidenced by written power of attorney.
Extraordinary shareholders' meeting may be summoned with at least eight days notice when the board of directors, the corporate assembly or shareholders representing at least 1/10 of the share capital so request.
§ 7
The board of directors of the company shall consist of from 5 - 8 members with the addition of up to 4 alternates.
The chairman and one additional member of the board of directors have the joint signing authority for the company.
The Board of directors may grant power of attorney.
In order to adopt valid resolutions a quorum of at least half of the members of the board of director must participate. In case of a voting tie the vote of the chairman will be decisive. Board members above the age of 70 years are not eligible for election.
§ 8
The company shall have a corporate assembly consisting of 12 members. 2/3 of the members shall be elected by the shareholders' meeting and 1/3 shall be elected by the employees.
The corporate assembly elects the chairman of the board of directors and the members of the board of directors. The election is carried out by majority vote unless 1/3 of the members of the corporate assembly demand that the election be carried out by the method of proportional representation.
1/6 of the members of the corporate assembly may demand that a meeting be summoned.
§ 9
Proposal for amendment of these articles of association must be presented to the Board within 3 weeks prior to the shareholders' meeting. Amendment of the articles of association may only be resolved by a majority of at least 2/3 of the votes cast.
§ 10
Matters that are not regulated in these articles of association shall be governed by the laws regarding limited companies in force from time to time.
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ARTICLES OF ASSOCIATION FOR INGENIØR M. O. SCHØYENS BILCENTRALER AS
