Exhibit 3.103
| •' ·· .. \ ; : . , ._-·· ~ ·' ..I ( .., ..-... ... · ... ·, . ',. '• .. ·: ...,. .... 1 •1 \. Inoorpo~~ the 3rd ,--. z ,. \ ... .. r. ,:.. • ►• • .. . Arias Fabnp & Fabrega .·. Wickham~s Cay _\\( ,. Road Town -.•.-,).,- Tortola British Virgin Islands '-}~~ , . ... |
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| ( TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE (No. 8 of 1984 AS AMENDED) MEMORANDUM OF ASSOCIATION OF WESTVILLE MANAGEMENT CORPORATION NAME 1. The name of the Company is Westville Management Corpor?tion REGISTERED OFFICE 2. The Registered Office of the Company will be Arias Fabrega & Fabrega Trust Co. BVI Limited, Wickhams Cay, Road Town, Tortola, British Virgin Islands. 3. 4. REGISTERED AGENT The Registered Agent of the Company will be Arias Fabrega & Fabrega Trust Co. BVI Limited, Wickhams Cay, Road Town, Tortola, British Virgin Islands. (1) GENERAL OBJECTS AND POWERS The object of the Company is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands. (2) The Company shall have all such powers as are permitted by law for the time being in force in the British Virgin Islands, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the object of the Company. (3) The Company may not (a) carry on business with persons resident in the British Virgin Islands; (b) own an interest in real property situated in the British Virgin Islands; other than a lease referred to in paragraph (e) of subclause (4); ( c) carry on banking or trust business unless it is licensed to do so under the Banks and Trust Companies Act, 1990; (d) carry on business as an insurance or reinsurance company, insuraik:;,;;:~ or insurance agent, unless it is licensed under an enactmen carry on that business; (e) carry on the business of company management unless t~ •ca••: . the Company Management Act, 1990; or |
| (t) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. (4) For purposes of paragraph (a) of subclause (3), the Company shall not be treated as carrying on business with persons resident in the British Virgin Islands by reason only that (a) it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands; (b) it makes or maintains professional contact with solicitors,· barristers, accountants, bookkeepers, trust companies, administration companies, investment advisors or other similar persons carrying on business within the British Virgin Islands; (c) it prepares or maintains books and records within the British Virgin Islands; (d) it holds, within the British Virgin Islands, meetings of its directors or members; (e) it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained; (t) it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Ordinance or under the Companies Act; or (g) shares, debt obligations or other securities in the Company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Ordinance or under the Companies Act CURRENCY 5. Shares in the Company shall be issued in the currency of the United States of America. AUTHORISED CAPITAL 6. The authorised capital of the Company is $1 • o o o • o o CLASSES, NUMBER AND PAR VALUE OF SHARES 7. The authorised capital is made up of one class of shares divided into 1 • o o o of $1 • o o par value with one vote for each share. shares GNATIONS, POWERS, PREFERENCES, ETC. OF SHARES ·ons, powers, preferences, rights, qualifications, limitations and restrictions of _ ... Ml .. _ d series of shares that the Company is authorised to issue shall be fixed by 2 ( ( ; _ ; ilmlii[' directors, but the directors shall not allocate different rights as to voting, l t· ~ilflli edemption or distribution on liquidation unless the Memorandum of ; : , :\:~:::=~:~:~:~•; shall have been amended to create separate classes of shares and all the |
| ( aforesaid rights_ as to voting, dividends, redemption and distribution shall be identical in each separate class. VARIATION OF CLASS RIGHTS 9. If at any time the authorised capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of the class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. REGISTERED SHARES AND BEARER SHARES 11. Shares may be issued as registered shares or to bearer as may be determined by a resolution of directors. 12. EXCHANGE OF REGISTERED SHARES AND BEARER SHARES Registered shares may be exchanged for bearer shares and bearer shares may be exchanged for registered shares. TRANSFER OF REGISTERED SHARES 13. Registered shares in the Company may be transferred subject to the prior or subsequent approval of the Company as evidenced by a resolution of directors or by a resolution of members. SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES 3 |
| I AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 15. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors. DEFINITIONS 16. The meanings of words in this Memorandum of Association are defined in the Articles of Association annexed hereto. We, ARIAS FABREGA & FABREGA TRUST CO. BVI LTD., of Wickhams Cay, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgin Islands hereby subscribe our name to this Memorandum of Association the 3rd day of October. 1997 in the presence of: Subscriber BREGA & FABREGA TRUST CO. BVI LTD. \ .. .-· ... · .... ::: ,. f. . . '_ .. ., . .. r- . \ ' " . ~ - . _._._ ... 4 r \ |
| ( C TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE (No. 8 of 1984 AS AMENDED) ARTICLES OF ASSOCIATION OF WESTVILLE MANAGEMENT CORPORATION PRELIMINARY 1. In these Anicles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Words capital member person resolution of directors resolution of members Meanings The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and (b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors. A person who holds shares in the Company. An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons. (a) (b) (a) A resolution approved at a duly constituted meeting of directors or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or, if on short notice, if those directors not present have waived notice; or a resolution consented to in writing by all directors or by all members of the committee, as the case may be. a resolution approved at a duly constitute members of the Company by the affirmativ_ •Uilii:A!j,j• ' t :, ,, ., :i, \ ··-.... ~,~-":1':..-;..· . . . , ·" . 1 |
| securities surplus the Memorandum the Ordinance the Seal these Articles regulation treasury shares · (i) a simple majority of the votes of the shares which were present at the meeting and were voted and not abstained, or (ii) a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or (b) a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote Lhereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon. Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital. The Memorandum of Association of the Company as originally framed or as from time to time amended. The International Business Companies Ordinance (No. 8 of 1984 as amended). The Common Seal of the Company. These Articles of Association as originally framed or as from time to time amended The reference to any individual paragraph within these Articles or as from time to time amended. Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not canceled. - ~-··' -· .: .. ·'t · " or any term of like import includes words typewritten, printed, painted, engraved, ed, photographed or represented or reproduced by any mode of representing or ;,--~:f'l!~p words in a visible form, including telex, telegram, cable or other form of writing electronic communication. ' w.A.:,WUJILlresaid any words or expressions defined in the Ordinance shall bear the same these Articles. ------ 2 ( ( |
| ( Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it s~all equally, where the context admits, include the others. A reference in these Articles to v9ting in relation to shares .shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction. A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated. REGISTERED SHARES 2. The Company shall issue. to every member holding registered shares in the Company a certificate signed by at least a director and an officer of the Company or if under Seal signed by either a director or an officer specifying the share or shares held. The signature of the director or officer and the Seal may be facsimiles. 3. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors. 4. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any dividend payable in respect of such shares. 5. 6. 7. BEARER SHARES Subject to a request for the issue of bearer shares and to the payment of the appropriate consideration for the shares to be issued, the Company may, to the extent authorised by the Memorandum, issue bearer shares to, and at the expense of, such person as shall be specified in the request. The Company may also upon receiving a request in writing accompanied by the share certificate for the shares in question, exchange registered shares for bearer shares or may exchange bearer ·shares for registered shares. Such request served on the Company by the holder of bearer shares shall specify the name and address of the person to be registered and unless the request is delivered in person by the bearer shall be authenticated as hereinafter provided. Such request served on the Company by the holder of bearer shares shall also be accompanied by any coupons or talons which at the date of such delivery have not become due for payment of dividends or any other distribution by the Company to the holders of such shares. Following such exchange the share certificate relating to the exchanged shares shall be delivered as directed by the member requesting the exchange. Bearer share certificates shall be signed by at least a director and an officer of the Company or if under Seal signed by either a director or an officer and shall state that the bearer is the owner of the shares therein specified and may provide by coupons, talons or otherwise for the payment of dividends or other moneys on the shares included therein. Subject to the provisions of the Ordinance and of these Articles the bearer of a . certificate shall be deemed to be a member of the Company and shall be entitl ~ s rights and privileges as he would have had if his name had been included in th ·if · · · of the Company as the holder of the shares. ·· .o, ~ ,- ~1'\IVl - 3 |
| 4 ' 8. Subject to any specific provisions in these Articles, in order to exercise his rights as a ( member of the Company, the bearer of a bearer share certificate shall produce the bearer share certificate as evidence of his membership in the Company. Without prejudice to the generality of the foregoing, the following rights may be exercised in the following manner: (a) for the purpose of exercising his voting rights at a meeting, the bearer of a bearer share certificate shall produce such certificate to the chairman of the meeting; (b) for the purpose of exercising his vote on a resolution in writing, the bearer of a bearer share certificate shall cause his signature to any such resolution to be authenticated as hereinafter set forth; (c) for the purpose of requisitioning a meeting of members, the bearer of a bearer share certificate shall address his requisition to the directors and his signature thereon shall be duly authenticated as hereinafter provided; and (d) for the purpose of receiving dividends, the bearer of the bearer share certificate shall present at such places as may be designated by the directors any coupons or talons issued for such purpose, or shall present the bearer share certificate to any paying agent authorised to pay dividends. 9. The signature of the bearer of a bearer share certificate shall be deemed to be duly authenticated if the bearer of the bearer share certificate shall produce such certificate to a notary public or a bank manager or a director or officer of the Company (herein referred to as an "authorised person") and if the authorised person shall endorse the document bearing such signature with a statement: (a) identifying the bearer share certificate produced to him by number and date and specifying the number of shares and the class of shares (if appropriate) comprised therein; (b) confirming that the signature of the bearer of the bearer share certificate was subscribed in his presence and that if the bearer is representing a body corporate he has so acknowledged and has produced satisfactory evidence of authority thereof as provided in Regulation 12; and (c) specifying the capacity in which he is qualified as an authorised person and, if a notary public, affixing his seal thereto or, if a bank manager, attaching an identifying stamp of the bank of which he is a manager. 10. Notwithstanding any other provisions of these Articles, at any time, the bearer of a bearer share certificate may deliver the certificate for such shares into the custody of the Company at its registered office, whereupon the Company shall issue a receipt therefor under the Seal signed by a director or officer identifying by name and address the person delivering such certificate and specifying the date and number of the bearer share certificate so deposited and the number of shares comprised therein. Any such receipt may be used by the person named therein for the purpose of exercising the rights vested in the shares represented by _..,_,,.., . ... :-• .... , ,~ · ""'. -~_Jhe bearer share certificate so deposited including the right to appoint a proxy. Any bearer certificate so deposited shall be returned to the person named in the receipt upon by the person mentioned in the receipt or to his personal representative if such _...,,.., be dead and thereupon the receipt issued therefor shall be of no further effect ~~l~' ver and shall be returned to the Company for cancellation or, if it has been lost or , such indemnity as may be required by resolution of directors shall be given to the y. |
| ( 11. The bearer of a bearer share certificate shall for all purposes be deemed to be the owner of the shares comprised in such certificate and in no circumstances shall the Company or the Chairman of any meeting of members or the Company's registrars or any director or officer of the Company or any authorised person be obliged to inquire into the circumstances whereby a bearer share certificate came into the hands of the bearer thereof, or to question the validity or authenticity of any action taken by the bearer of a bearer share certificate whose signature has been· authenticated as provided herein. 12. If the bearer of a bearer share certificate shall be a corporation, then all the rights exercisable by virtue of such shareholding may be exercised by an individual duly authorised to represent the corporation but unless such individual shall acknowledge that he is representing a corporation and shall produce upon request satisfactory evidence that he is duly authorised to represent the corporation, the individual shall for all purposes hereof be regarded as the holder of the shares in any bearer share certificate held by him. 13. The directors may provide for payment of dividends to the holders of bearer shares by coupons or talons and in such event the coupons or talons shall be in such form and payable at such time and in such place or places as the directors shall resolve. The Company shall be entitled to recognise the absolute right of the bearer of any coupon or talon issued as aforesaid to payment of the dividend to which it relates and delivery of the coupon or talon to the Company or its agents shall constitute in all respects a good discharge of the Company in respect of such dividend. 14. If any bearer share certificate, coupon or talon be worn out or defaced, the directors may, upon the surrender thereof for cancellation, issue a new one in its stead, and if any bearer share certificate, coupon or talon be lost or destroyed, the directors may upon the loss or destruction being established to their satisfaction, and upon such indemnity being given to the Company as it shall by resolution of directors determine, issue a new bearer share certificate in its stead, and in either case on payment of such sum as the Company may from time to time by resolution of directors require. In case of loss or destruction the person to whom such new bearer share certificate, coupon or talon is issued shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction and to such indemnity. SHARES, AUTHORISED CAPITAL AND CAPITAL 15. Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice and without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine. 16. Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a~ directors. However, shares for which payment is not made pursuant to a pr or other written binding obligation for payment of a debt may upon resolu · be forfeited and canceled. Prior to such forfeiture, the Company must give wrJlfO~ the member who defaults in making payment pursuant to a promissory not binding obligation to pay a debt. Such notice shall name a further date no expiration of 14 days from the date of service of the notice on or before w il'ftl.'-tJ:wln required by the notice is to be made and shall contain a statement that in payment at or before the time named in the notice the shares, or any of th .. , .. ~-,,d:.:. , •.. 5 |
| • 6 which payment is not made will be liable to be forfeited. Where a notice has been issued (: and the- requirements of the notice have been complied with, the directors may, at any time , before tender of payment, by resolution of 1irectors forfeit and cancel the shares to which the notice relates. The Company is under no obligation to refund any moneys to the member whose shares have been canceled under this situation and that member shall be discharged from any further obligation to the Company. 17. Shares in the Company m?.y be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The corisider~tion in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 18. A share issued by the Company upon conversion of, or in exchange for. another share or debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security. 19. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine. 20. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. 21. Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 22. The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase,- redemption or other acquisition which shall constitute a reduction in capital shall be made otherwise than in compliance with Regulations 36 and 37. 23. Shares that the Company purchases, redeems or otherwise acquires pursuant to Regulation 22 may be · canceled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of Regulations 36 and 37, or to the extent that such shares are in excess of 80 percent of the issued shares of the Company, in which case they shall be canceled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company . ..,;~ .' ·.,. ..... !---.. .--_ ... ...,.:,, · --'t ·--- re shares in the Company are held by the Company as treasury shares or are held by .. - r company of which the Company holds, directly or indirectly, shares having more .. · : a~· .i · "':~ ....... ,u~ .... ~ percent of the votes in the election of directors of the other company, such shares .. .- :t ·.ff· _ - -~ _- ~S~lC1 ompany ai:e not entitled to vote or to have dividends paid th~r~on and sh~ll not be t- {it: ~~~:, - ,IY- -. .... A. : ~~ ~utstanding for any purpose except for purposes of deternurung the capital of the .. . . ! ';:• - .... . , · ' .• . |
| 25. Notice of a trust, expressed, implied or constructive, may be entered in the share register. TRANSFER OF SHARES 26. Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 27. The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee's name has been entered in the share register. 28. Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months. TRANSMISSION OF SHARES 29. The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next two regulations. 30. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such. 31. Any person who has become entitled to a share or shares in the consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer . .. 32. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 33. The Company may by a resolution of members or by resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection Company may in respect of any unissued shares increase or reduce the n shares, increase or reduce the par value of any such shares or effect any co foregoing. , • ·. . . . 34. The Company may amend the Memorandum to , .; ~. ---~ r 7 .. ,,. .. ... .•.• |
| (a) divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or (b) combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series; provided, however, that where shares are divided or combined under (a) or (b) of this Regulation, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 35. The capital of the Company may by a resolution of members or by resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of Regulations 36 and 37, the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus. 36. No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 37. No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved. 38. Where the Company reduces its capital the Company may (a) return to its members any amount received by the Company upon the issue of any of its shares; (b) purchase, redeem or otherwise acquire its shares out of capital; or (c) cancel any capital that is lost or not represented by assets having a realizable value. MEETINGS AND CONSENTS OF MEMBERS 39. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable. 40. Upon the written request of members holding 10 percent or more of the outstanding voting · the Company the directors shall convene a meeting of members. .. . -~-..._,.._..,_. s shall give not less than 7 days notice of meetings of members to those se names on the date the notice is given appear as members in the share ,:; . .• ~-"-~'"""',._e Company. \ . . , ,. f members held in contravention of the requirement in Regulation 41 is valid ~- _............ ~ 8 ( |
| (a) if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to shorter notice of the meeting; or (b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 43. The inadvertent failure of th~ directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting. 44. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 45. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 46. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. I/We above Company with of of members to be held on the and at any adjournment thereof. (Name of Company) shares HEREBY APPOINT or failing him being a member of the to be my/our proxy to vote for me/us at the meeting of day of (Any restrictions on voting to be inserted here). Signed this day of Member 4 7. The following shall apply in respect of joint ownership of shares: (a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; (b) if only one of the joint owners is present in person or by proxy he behalf of all joint owners; and (c) if two or more of the joint owners are present in person or by pro . I . as one. . 'f : ··•:-. . t t~ .. . t - ... _._~--: 9 |
| 48. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other. 49. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares of class or series of shares entitled to vote on resolutions of members considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person, then such person may resolve any matter and a certificate signed by such person accompanied by a copy of the proxy form where such person be a proxy, shall constitute a valid resolution of members. 50. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares of each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 51. At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose some one of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair. 52. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 53. At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman. 54. Any person other than an individual shall be regarded as one member and subject to Regulation 55 the right of any individual to speak for or represent such member shall be ~ .. ._,::-~ -••' """' '.-. · ed by the law of the jurisdiction where, and by the documents by which, the nstituted or derives its existence. In case of doubt, the directors may in good gal advice from any qualified person and unless and until a court of competent shall otherwise rule, the directors may rely and act upon such advice without _ _a:,"'~--- liability to any member. 1.0 |
| 55. 56. 57. 58. 59. 60. 61. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes c~st by such proxy or on behalf of such person shall be disregarded. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. DIRECTORS The first director or directors of the Company shall be elected by the subscriber(s) to the Memorandum and these Articles; and, save as provided in Regulation 63 hereof, thereafter, the directors shall be elected by the members for such term as the members determine. The minimum number of directors shall be one and the maximum number shall be 10. Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal. A director may be removed from office, with or without cause, only by a resolution of members. 62. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. 63. A vacancy in the Board of Directors may be filled by a resolution of members or by a resolution of a majority of the remaining directors. In addition, the directors, by resolution, may appoint new directors, resign and specify that their resignations will become effective following the appointment of their replacements. · 64. With prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 65. A director shall not require a share qualification, and may be an individual or a company. POWERS OF DIRECTORS 66. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and re · · Q.. of the Company and may exercise all such powers of the Company a Ordinance or by the Memorandum or these Articles required to be members of the Company, subject to any delegation of such powers as by these Articles and to such requirements as may be prescribed members; but no requirement made by a resolution. of members sh , ' --- .. ~ ·,::· ·: ·' .. ~ ~'. 1 1 |
| 12 inconsistent with these Articles nor shall such requirement invalidate any prior act of the ( directors which would have been valid if such requirement had not been made. 67. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. 68. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to fixing the emoluments of directors. 69. Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents or with respect to any other actions of directors in accordance with these Articles. 70. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members. 71. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors. PROCEEDINGS OF DIRECTORS 72. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. 73. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. 7 4. A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting; and for this purpose the presence of a director at the meeting shall be deemed to constitute waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 75. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him .----.-..:i ote or consent in place of the director. ~,~tu of directors is duly constituted for all purposes if at the commencement of the 1~m!li-a re are present in person or by alternate not less than one half of the total number ( |
| c. 77. ff the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Ordinance or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting such sole director shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note of memorandum shall constitute sufficient evidence of such resolution for all_purposes. 7 8. At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. ff there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting. 79. The directors shall cause the following corporate records to be kept: 80. (a) minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members; (b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and (c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company. The books, records and minutes shall be kept at the registered office of the Company or at such other place as the directors determine. 81. The directors may, by a resolution of directors, designate one or more committees, each cons_ isting of one or more directors. 82. Each committee of directors has such powers and authorities of the directors, subject to prior consent of the shareholders, including the powers and authority to affix the seal. No committee has any power or authority to either amend the Memorandum or these Articles or to act in respect to matters requiring a resolution of directors under Regulation 63, 64 and 67. 83. The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee. OFFICERS 84. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers, who need not be directors or members of the Company, may consist of a Chairman of the Board of · Chairman of the Board of Directors, a President and one or mo Secretaries and Treasurers and such other officers as may from tim desirable. Any number of offices may be held by the same person. 13 85. The officers shall perform such duties as shall be prescribed at the time clflllH t: subject to any modification in such duties as may be prescribed there-.,.s...'l:l,llf-~ L ¼;· 1 |
| directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company. 86. The emoluments of all officers shall be fixed by resolution.of directors. 87. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. CONFLICT OF INTERESTS 14 .• (' 88. No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to any other party to the ( agreement or transaction are disclosed in good faith or are known by the other directors. Such agreement or transaction is valid even if at the time the agreement or transaction was authorized, approved or ratified by resolution of directors or by resolution of members the agreement or transaction was unfairly prejudicial to one or more members of the company or to the creditors of the company except that no person who voted in favor of the resolution authorizing, approving or ratifying the agreement or transaction shall be capable subsequently of impugning or objecting to the agreement or transaction. 89. A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for purposes of determining whether the meeting is duly constituted. INDEMNIFICATION 90. Subject to Regulation 91 the Company shall indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who ........ ~---·. ' '~~~, as a party or is threatened to be made a party to any threatened, pending or ted proceedings, whether civil, criminal, administrative or investigative, by ~f the fact that the person is or was a director, an officer or a liquidator of ..U....1.~I'-. 'Y-1'~.,. !pany; or as, at the request of the Company, serving as a director, officer or liquidator n any capacity is or was acting for, another company or a partnership, joint ~~tt1 , trust or other enterprise. |
| . I 91. Regulation 90 only applies to a person referred to in that Regulation if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 92. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is, in the absence of fraud, sufficient for the purpose of these Anicles, unless a question of law is involved. 93. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 94. If a person referred to in Regulation 90 has been successful in defence of any proceedings referred to in that Regulation the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. 95. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or another enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Regulation 90. PERSONAL LIABILITY 96. No ·member, director, officer, agent or liquidator of the Company is liable for any debt, obligation or default of the Company in the execution of the duties of his office or otherwise in relation thereto except in so far as he may be liable for his own conduct or acts. If, however, at any time there is no member of the Company, any person doing business in the name or on behalf of the Company is personally liable for the payment of all debts of the Company contracted during that time and the person may be sued therefor without joinder in the proceedings of any other person. SEAL 97. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument.and the same had been signed as hereinbefore described. 98. AUTHENTICATION OF DOCUMENTS Subject to the provisions of the Ordinance and these Articles the companY, document signed on its behalf in accordance with the resolution oft<hrctGI~ resolution of members, as the case may be, authorizing the execution of in accordance with any general or special powers of attorney granted by 1 5 |
| 1 6 need not be under its common seal. If any authentication or attestation is required, the r 1 signature of the person(s) executing the document may be certified by the Registered Agent , of the Company, any notary public, any official department or consulate of any country, any major bank or other financial institution, or as otherwise requested. DIVIDENDS 99. The Company may by a resolution of directors declare and pay dividends in money, shares, or (?ther property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have the responsibility for establishing and recording in "the resolution of directors authorising the dividends a fair and proper value for the assets to be so distributed. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select. 100. No dividend shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realizable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved. 101. Notice of any dividend that may have been declared shall be given to each member in the ( manner hereinafier mentioned and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company. 102. No dividend shall bear interest as against the Company and no dividend shall be paid on shares described in Regulation 24. 103. A share issued as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share. 104. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of such shares shall be transferred from S1:1fPlus to capital at the time of the distribution. 105. In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that such shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 106. A division of the issued and outstanding shares of a class or series of shares into a larger f shares of the same class or series having a proportionately smaller par value onstitute a dividend of shares . .. · ACCOUNTS •. :-• . . . ' .. · . biQJflt:1tny shall keep such accounts and records as the directors consider necessary or .. ~ . ljp.lJWrlf 9rder to reflect the financial position of the Company. ' _ . _,....___ ' |
| , 'I . . ' ( ( 108. The members may, but are not bound to, require the directors to prepare profit and loss accounts and balance sheet and, 1,mless so required, the directors shall not be bound to prepare such profit and loss accounts and balance sheet. 109. A copy of such profit and loss account and balance sheet, if prepared, shall be served on every member in the manner and with similar notice to that prescribed herein for calling a meeting of members or upon such shorter notice as the members may agree to accept 110. The Company may by a resolution of directors include in the computation of surplus for any purpose the unrealized appreciation of the assets of the Company, and, in the absence of fraud, the decision of the directors as to the value of the assets is conclusive, unless a question oflaw is involved. AUDIT 111. The Company may by resolution of members call for the accounts to be examined by auditors. 112. The first auditors may be appointed by resolution of directors; subsequent auditors may be appointed by resolution of members. 113. The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 114. The remuneration of the auditors of the Company (a) in the case of auditors appointed by the directors, may be fixed by resolution of directors; (b) subject to the foregoing, shall be fixed by resolution of members or in such manner as the Company may by resolution of members determine. 115. The auditors shall examine each profit and loss account and balance sheet, if required, to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not (a) in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period; (b) all the information and explanations required by the auditors have been obtained. 116. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members. 117. Every auditor of the Company shall have the right of access at all'times to, account and vouchers of the Company, and shall be entitled to require and officers of the Company such information and explanations as he 17 the performance of his duties. _ · 118. The auditors of the Company shall be entitled to receive notice of. · . ' ' : i meetings of members of the Company at which the Company's profit __ i balance sheet are to be presented. .......-..:::::r,i, ; |
| • NOTICES 119. Any notice, information or written statement to be given by the Company to members must be served in the case of members holding registered shares by mail addressed to each member at the address shown in the share register and in the case of members holding shares issued to bearer, in the manner provided in the Memorandum. 120. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its Registered Office, or by leaving it with, or by sending it by registered mail to, the Registered Agent of the Company. 121. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. PENSION AND SUPERANNUATION FUNDS 122. The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject always to the proposals being approved by resolution of members, a director holding any such employment, or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument. ARBITRATION 123. Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction of the incidence or consequences of these Anicles or of the Ordinance, touching anything done or executed, omitted or suffered in pursuance of the Ordinance or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs ..--- ... _~the Company such difference shall, unless the parties agree to refer the same to a single .. :,.1 \. . l , or, be referred to 2 arbitrators one to be chosen by each of the parties to the .. -· ., . ..- . - - ~ . . · · and the arbitrators shall before entering on the reference appoint an umpire . .. : - 1 ~:;,4:u;_;,,_ _ rr'%f ij~\ y to the reference makes default in appointi~g an arbitrator either originally or ~ · . · 31 bstitution (in the event that an appointed arbitrator shall die, be incapable of , i ~~ 131 ~ se to act) for 10 days after the other party has given him notice to appoint the - ~ . · - ~ _ e~ ther party may appoint an arbitrator to act in the place of the arbitrator of the ·. • .,.. · · e ,~ arty. ". ,._ .... ~ -1'1f£ 8R\'t~ ~~-:" .. '• ... -~II * ,~ .... '. |
| rt -.,.... ,. 4 o. I '. C VOLUNTARILY WINDING UP AND. DISSOLUTION 125. The Company may voluntarily commence to wind up and dissolve by a resolution of members or a resolution of directors but if the Company has never issued shares it may voluntarily commence to wincfup and dissolve by a resolution of directors. CONTINUATION 126. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the .manner provicJed under those laws. We, Arias Fabrega & Fabrega Trust Co. BVI Limited of Wickhams Cay, Road Town, Tortola, British Virgin Islands for the purpose of incorporating an International Business Company under the laws of the British Virgins Islands hereby subscribe - our name to these Articles of Association the 3rd day of October. 1997 in the presence of: Subscriber 19 |
