Exhibit 3.101
| THE COMPANIES LAW REGISTERED AND F~L~[? AS NO.~J{JJ.z/~/ THIS,<;' DAY COMPANY LIMITED BY SHARES CF ' 'l"-K 0 3 19~ 6<\). ARTICLES OF ASSOCIATION OF REGISTRAR OF COMPANIES CAYMAN ISLANDS ··, ,_-:'•:-~.-- as··; BLOCKER INTERNATIONAL CONSTRUCTION COMPANY Caytn:3?,.~- .. ' 1. , .. ,· · In these Articles Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith, 11 Articles 11 means these Articles as originally framed or as from time to time altered by Special Resolution . "The Auditors 11 means the persons for the time being performing the duties of auditors of the Company. 11 The Company 11 means the above named Company. 11 Debenture 11 means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a chafge on the assets of·the Company or not. 11 The Directors" means the directors for the time being of the Company . 11 Dividend 11 includes bonus. "Extraordinary Resolution" has the same meaning as in the Statute . "Month" me ans calendar month. 11 The Registered Office" me ans the registered office for the time being of the Company. "Paid-up" means paid-up and/or cred:.ted as up . "Seal" means the common seal of the includes every official seal. "Secretary" includes an Assistant Secret any person appointed to perform the duti Secretary of the Compa ny. "Member" shall bear the meaning Section 35 of the Statute. "Spe cial Resoluti on" has the same the Statute. |
| -2- "Statute" means the Companies Law of the Cayman I s l ands as amended and every statutory modifica tion or re-enactment thereof for the time being in force. "Written" and "In Writing" include a ll modes of r epre senting or r eproducing words in visible form. Words importing the s ingul ar number only i nclude the plural number and vice-versa. Words importing the masculine gender only include the feminine gender. Words importing persons only include corporations. 2. The business of the Company may be commenced as soon after incorporation as the Directors shall see f it, notwithstanding that part only of the ~hares may have been allotted. 3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company includ ing the expenses of registration. CERTIFICATES FOR SHARES 4. Certi ficates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates shall be under seal signed by a Director and countersigned by the Secretary or another Director or other authoris ed person. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of members of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issu _ '-':,q"\SI 1 ~~ until the former certificate for a like number of shar ~t~ ~ll; pJ _ shal l have been surrendered and cancelled. The Dire o - - - - - ~{;; may authorise certificates to be issued with the sea 1:1_ -, ; ·'. ._ , ,- - . authorised signatures affixed by some method or syst, ·< t---ffPJ1-i;-"'-.:: _ i mechanical proce ss. / ✓ - . ~ • ""--1\ \: { ; ~ 5, ~o~withstanding Article 4 of these Arti~.~s~ . ~ ___ 1 ~ share certificate be defaced, lost or destroyed, i t, m~: _ ., .... \~ _ · renewed on payment of a fee of one dollar (US$1.00) or\;s~~EQ~~ less sum and on such terms (if any) as to evidence indemnity and the payme nt of the expenses incurred fX£Mp7 .. |
| -3- Company in investigating evidence, as the Directors may prescribe. TSSUE OF SHARES 6. Subject to the provisions, if any, in that behalf in the Memorandum of AssociatiQn and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. 7. The Company shall maintain a register of its members and every person whose name is entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from time to time determine provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders. TRANSFER OF SHARES 8. The instrument of transfer of any share shall be in writing and shall be execute d by or on behalf of the Transferor and the Transferor shall be deemed to remain the holder of a share until the name of the Transferee is entere.cl in the register in respect thereof. · ~,. 9. The Directors may in their absolute disc decline to register any transfer of shares withou ing any reason therefor. If the Directors refuse to j~~XJ tra nsfer they shall notify the Transferee within hs , _· , . of such refusal. · ·· 10. The registration of transfers may bes such time and for such periods as the Directors · ~m~r : time to time determine, provided always that sue ~~~~~ · tion shall not be suspended for more than forty - : ~ ~~~r - - ~ any year. • ~ |
| -4- REDEEMABLE SHARES 11. Subject to the provisions of the Statute and the Memorandum of Association, shares may be issued on the terms that they may, or at the option of the Company may, be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by special resolution determine. VARIATION OF RIGHTS OF SHARES 12. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the neces sary quorum shall be one (1) person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class pre~ent in person or by proxy may demand a poll. 13. 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. COMMISSION ON SALE OF SHARES 14. The Company may in so far as the Statute .< e-~ :"::·>, to time permits pay a commission to any person in ·, ·. :-. tion of his subs cribing or agreeing to subscribe w •~ absolutely or conditicinally for any shares of the · , Such commissions may be satisfied by the payment ' : ',_ the lodgement of fully or partly paid-up shares o ; one way and partly in the other. The Company ma n-~~• f any issue of shares pay such brokerage as may b mo~,?~ ~~~-!- ~ ~~ .H .. I - I ' ' I "'--1:~~ F ::"- .. -: . l>.,. .... ;, -., i r X -- \ \ '\ \ .. ··~ '',. :,,:.-:,,;...,_~ 'l \.~ '~"Ir: .. • . ""' .. • ... ::--,-"'t... ... |
| -5- NON-RECOGNITION OF TRUSTS 15. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. LIEN ON SHARES 16. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such member or his estate, either alone or jointly with any other person, whether a member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof. 17. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company hai notice, entitled thereto by reason of his death or bankruptcy . 18. To give effe.ct to any such sale the Director authorise some person to transfer the shares sold to purchaser thereof. The purchaser shall be register the holder of the shares comprised in any such trans he shall not be bound to see to the application oft purchase money, nor shall his title to the shares be ted by any irregularity or invalidity in the proceedi.~~~~~~ reference to the sale. |
| -6- 19. ~he proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. CALL ON SHARES 20. (a) The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call, and each membe~ shall (subject to receiving at least four teen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as t~e Directors may determine. A call may be made payable by instalments. (b) A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. (c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 21. If a s um called in respect of a share i s not paid before or on a day a ppointed for payment ·thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part. '...-.<,.: ·c. ~ .: __ . :·~ : ····- ~ .. 22. Any sum which by the terms of is sue of a , -,;Q--'----'-',.t!_. ',.:/ ": becomes payable on allotment or a~ any fixed dat r \ -~ on account of the n ominal value of the share orb- .J y premium or otherwise, shall for the purposes of · Articles be deemed to be a call duly made, notif payable on the date on which by the terms of issu becomes payable, and in the case of non-payment a releva nt p r ovisions of these Arti cles as to paymen , _ interest forfeiture or otherwise sha Jl apply as 1r s · had become payable by virtue of a call duly made an .j,< ryo 1 - · fied. { • --r ~ · 0[fMPT , \ ,, 'I~\ 1:~V ~ 0:- .· 11<; ~, ... ~ i.~~ |
| - 7- 23. The Director s may, on the i ssue of s hares, dif fer- entiate between the hol ders as to the amount of calls or i nter e st to be paid and t he t i mes of payment . 2 4. ( a ) The Directors may, if they think fit, r ecei ve f r om any memb er willing to advance t h e same , all or any part of the monies uncal l ed an d unpaid upon any shares hel d by him, ..and upon all or any of the monies so advanced may (until t h e same woul d but for such advance s , be c ome payabl e) pay interest at such rqte n ot e xc eeding (unless the Company i n general meeting shall otherwise direct) seven per cent (7%) per annum, as may be agreed upon between t he Dir ector s and the member paying such sum in advance. (b) No such sum paid i n advance of cal ls shall en t itle the member payi ng such s um to any portion of a divi dend decl ared i n respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. FORFEITURE OF SHARES 25. (a) I f a member fails to pay any call or instalment of a call or to make any payment required by the terms of i ssue on the day appointed for payment thereof, the Directors may, at an y time thereafter during such time as any part of the cal l, instalment or payment remains unpaid, give notice requiring payment of so much of the cal l, instalment or payment as is unpaid, together with a ny interest wh~ch may· have accrued and all expenses t hat have been incurred by the Company by reason of such n on- payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shal l state that, in the event of non-payment at or before the time appointed the shares in respect of whi ch such notice was given will be l iable to be forfeited. (b) If the requirements of any such notic e as a~~~~~ said are not complied with , any s hare i n respect of the notice has been given may at any t i me thereaf t he payment required by the notic e has been made, feited by a resolution of the Directors to that Such forfeiture shall incl ude all dividends decl respect of the f orfeited share and not actu ally the forfeiture . |
| -8- 26. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares. 27 . A certificate in writing under the hand of one Director and the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the for feiture, sale or disposal of the share. 28 . The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the term of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by vir tue of a call duly ma de and notified. REGISTRATION OF EMPOWERING INSTRUMENTS 29 . The Company shall be entitled to charge a fee not exce eding one dollar (US$1.00) on the registration of every probate, l e tters of administrati on, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrume nt. TRANSMISSION OF SHARES 30. In case of the death of a member, the sur survivors where the deceased was a joint holder, legal personal r e presentatives of the deceased wh a s ole holder, shall be the only persons recognis Company as h aving any title to his interest in th' s but nothi ng herein contained sha ll relea se the e s s uch de ceased holder from any liability in respect share s which had been held by him solely or jointly · . _ ._ ,, ... ,,_ .. , . -~ ot her persons . t.['-'~:· ~ - ~ fi fX fMPT .. ,;\ \ \\ \ \l\ "'~ \{' I, ,•''fi;:- ~¾ ~, ··,,;l,~7:--,,l f ~~ ' :~~·::~· :- t ~; t ~~ _t;_;51.: .. .., |
| -9- 31. (a) Any person becoming entitled to a share in conse quence of the death or bankruptcy of a member (or in any other way than by transfer) may, upon such evidence being produced as may from time to.time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy as the case may be . (b) If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send t-o the Company a notice in writing signed by him stating that he so elects. 3~. A person becoming entitled to a share by reason of the death or bankruptcy of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in r elation to meetings of the Company PROVIDED HOWEVER that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with. CONVERSION OF SHARES AND STOCK ~~~ 33. (a) The Company may by ordinary resolution co~vert ,•~y paid-up shares into stock and re-convert any stock into · paid-up shares of any denomination. (b) The holders of stock may transfer the same, or part thereof, in the same manner, and subject to the s ame regulations as an~ subject. to which, the sh~res f·rom wh · _ -\!1ira.~~--:--::i: .,~: , ·. ~ .. the stock arose might previously to ?onversion have b '&,~~ ,/;{f.j '. transferred, or as near thereto as circumstances adm· ~ Directors may from time to time fix the minimum amo t f .··· stock transferable, but so that such minimum shall t ceed the nominal amount of the shares from which th a rose . |
| -10- (c) The holders of stock shall, according to the amount of stock held by them, nave the same rights, privi leges and advantages as regards dividends, voting at meet ings of the Company and other matters as if they held the shares from which the stock arose, but no such privileges or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not if existing in shares have conferred that privilege or advantage. 34. Such of these Articles as are applicable to paid- up shares shall apply to stock and the words "share" and "shareholder" herein shall include "stock" and "stock holder". AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL 35. (a) Subject to and in so far as permitted by the pro visions of the Statute, the Company may from time to time by ordinary resolution alter or amend its Memorandum of Associ ation otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing: ( i) increase the share capital by such sum to be divided into shares of such amount or without nom inal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine. ( ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (iii) by subdivision of its existing shares or any of them divide the whole or any part of its sha1:s,,· capital into shares of smaller amount than is fi ed by the Memorandum of Association or into shares i out nominal or par value; ( iv) cancel any shares which at the date passing of the resolution have not been taken to be taken by any person. (b) All new shares created hereunder shall b to the same provisions with reference to the payme calls, liens, transfer, transmission, forfeiture a wise as the shares in the original share capital . ...-I t' l'.t1 \-\ \ \i~ . '{:, c->~~ \{~ .. ~= ,, -~ ·:;-; ~,:_ I: ~-- |
| -11- (c) Subject to the provisions of the Statute the Company may by special resolution change i t s name or a lter its objects. (d) Subject to the pr ovisions of the Statute the Company may by special r esolution reduce its share capita l , any capital redemption reserve fund, or any share premium account. (e) Subject to the provisions of the Statute the Company may by resolution of the Directors change the loca tion of its registered office. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 36 . For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any dividend, or in order to make a determination of members for any other proper purpose, the Directors of the Company may provide that the register of members shall be closed for transfers for a stated period but not , to exceed in any case forty (40) days. If the register of members shall be so closed for the purpose of determining members entitled to notice of or to vote at a meeting of members such register shall be so closed for at l east ten (10) days immediately preceding such meeting and the record date for such determination shall be the date of the c l osure of the register of members. 37. In lieu of or apart from closi ng the register of members, the Directors may fix in advance a date as the record date for any such determination of members entit led to notice of or to vote at a meeting of the members and for the purpose of determining the members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date no l ater than the date of declaration as the record date for such d~termination. 38. If the register of members i s not so clo no record date is f ixed for the determi nation of m entitled to notice of or to vote at a meeting of m or members entitled to receive payment of a divide the date on which notice of t he meeting is mailed "date on which the resolution of the Directors decl such dividend is adopted, as the case may be, shal record date for such d etermination of members. W a determination of members entitled to vote at any of members has been made as provided in this secti such determination shall apply to any adjournment .., t1 I fXE MP ~). \ ~- -,., \ r. ,/'-, ..• _ r, ....... ,:i/;·:•i ·, I' "-'"· ::- ' 'J !.l ~,~ .. ___ ~ ' |
| -12- GENERAL MEETING 39. (a) Subject to paragraph ( c) hereof, the Company shall within one year of its incorporation and in each year of its existence thereafter hold a general meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it. The Annual General Meetjng shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office of the Company on the second Wednesday in December of each year at ten o'clock in the morning. (b) At these meetings the report of the Directors (if any) shall be presented. (c) If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an Annual General Meeting. 40 . (a) The Directors may whenever they think fit, and they shall on the requisition of members of the Company holding at th~ date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to con vene a general meeting of the Company. (b) The requisition must state the objects of the meeting and must be signed by the requisitionists and de posited at the Registered Office of the Company and may con sist of several documents in like form each signed by one or more requisitionists. (c) If the Directors do not within twenty-one d~s from the date of the deposit of the requisition duly ~rocee~;SS=~~~ to convene a general meeting, the requisitionists, or, an :\Sl HJIJ!I~ them representing more than one-half of the total votin S~ ~,{?. rights of all of them, may themselves convene a genera meeting, but any meeting so convened shall not be held H~~::\li~~"l!'l~l''~ the expiration of three months after the expiration ofu said twenty-one days. (d) A general meeting convened as aforesaid by tionists shall be convened in the same manner as near possible as that i n which general meetings are to be. opn e n~~~~ by Directors . \{:".;.,, .. 'ik=-~~~ (e) If at any such g eneral meeting a resolution ing confirmation at another meeting is passed, the D, shall forthwith convene a further general meeting t _ ,:J., ~. J. |
| -13- not less than ten days nor later than one month after the passing of the first resolution for the purpose of consider ing the resolution and if the Directors do not give notice of so convening such further general meeting within seven days from the date of the passing of the first resolution the requisitionists or any of them representing more than one-half of the total voting rights of all the requisition ists may themselves give notice and convene the general meeting. NOTICE OF GENERAL MEETINGS 41. At least five days' notice sha·11 be given of an Annual General Meeting or any other general meeting and a general meeting at which consideration is to be given to confirmation of any special resolution passed at a previous general meeting shall be held only at an interval of not less ~han ten days nor more than one month from the date of the meeting at which the special resolution was first passed . Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is · given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given be deemed to have been duly called if it is so agreed: (a) in the case of a general meeting called as an Annual General Meeting by all the members en titled to attend and vote thereat or their proxies; and (b) in the case of any other general meeting by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than seventy-five per cent (75%) in nominal value or in the case of shares without nominal or par value seventy-five (75%) of the shares in issue, or. their proxies. 42. The a ccidental omission meeting to, or the non-receipt of person entitled to receive notice proceedings of that meeting. to give notice of a g . notice of a meeting '. ))jw' •· JCUl.>.H shall not invalidate·_ ,tn· ,i,· ':,.:.- ; ; |
| -14- PROCEEDINGS AT GENERAL MEETINGS 43. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; two (2) members present in person or by proxy shall be a quorum provided always that if the Company is exempted and has one shareholder of record the· quorum shall be that one (1) member present in person or by proxy. 44. Subject and without prejudice to any provisions of the Statute, a resolution in writing (in one or more counter parts) signed by all members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representa tives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. 45 . If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if con vened upon the requisition of members, shall be dissolved and in any other case it shall stand adjourned td the same day in the next week at the same time and place or to such other time or such other place as the directors may deter mine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members p~esent shall be a quorum. 46. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. 47 If at any gener al meeting no Director is willing \.l.•Sl ~~ to· act as Chairman or if no Director is present withi n fi s~'vi.'l. 1 r ,;'!f/,,. · teen minutes after the time appointed for holding the me , \~~ \ ing, the members present shall choose one of their numbe be Chairman of the meeting. 1 d tY 3 X 3 . c/.! 4 8 . The Chairman may, with the consent of any gene ~ ., meeting duly constituted hereunder, and shall if so di~ . ~ . •'.·. ~ 't. by the meeting, adjourn the meeting from time to time,;'~ '9c;l ,. ~OJ · '. o ·· . ,:~{~"' from place to place, but no business shall be transaft .' :· any adjourned meeting other than the business left ~ - R'f,t: nished .: · ' . at tl::ls= meeting from which the adjournment took pla . Whep'i.~ ) 1 a general meeting is adjourned for thirty days or br , \ ~ ~\ :i. )o. 1:W notice of the adjourned meeting shall be given as · e .■ -: :"l~~~ J ,fj - · case of an original meeting; save as aforesaid it o U f CO · ~ ~ be necessary to give any notice of an adjournment or ' '---"'-· · business to be transa cted at an adjourned general me ..,,,.. ... ,."- ~Ti~J ~ -· ~ '-4.:1~· · ~ ."I" 'cP |
| -15- 49 . At any general meeting a resolution put to the vote of the meeting shall b e decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by the Chairman or any other member present in person or by proxy. 50. Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular major ity, or lost, and an entry to that effect in the Company's Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 51. The demand for a poll may be withdrawn. 52 . Except as provided in Article 54, if a poll is duly demanded ft shall be taken in such manner as the Cha irman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 53. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the general meeting at which the show of hands takes place or at which the poll is demanded, shall be entit led to a second or cast ing vote. 54 . A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the general meeting dire cts and any business other than that upon which a poll has been deJanded or is contingent thereon may be proceeded with pending the ~-;:;s.~~~ taking of the poll. ~~i11SI J/fl/~j,_ VOTES OF MEMBERS 55. Subject to any rights or restrictions for th being attached to any class or classes of shares, on a of hands every member of record present in person or by'....-Jl~~'--- at a general meeting shal~ have one vote and on a pol. ~f11 ui. member of record present in person or by pr oxy sha . ,.J'l-a:v ·- m~~ one vote for each share registered in his name in ri~ "" _.,.0 . -:~ ~ \ . ::~iS t er. In the case of joint holders of record °> vb~i\ ~Jr\ ;J: the senior who tenders a vote, whether in person r y f~! proxy shall be accepted to the exclusi on of the h-t'e of . .::.'-, :/ the other ,joint holders~ and for thi. s purpose seni~f~ 't ., -~- ,. -/~~'!- shall be determined by the order in which the names st~~~-$,;-; the register of members . |
| -16- 57 . A member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy. 58. No member shall be entitled to vote at any general meeting unless he is registered as a shareholder of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. 59. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned gen eral meeting at which the vote objected to is given or ten dered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive. 60. On a poll or on a show of hands votes may be given either personally or by proxy . PROXIES 61 . The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appoin tor or of his attorney duly aut horised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a member of the Company. 62 . The instrument appoi nting a proxy shall be at the Registered Office of the Company or at place as is specified for that purpose in the notice vening the meeting no later than the time for holdin meeting, or adjourned meeting provided that the Chai the M e eting may at his discretion direct that an inst of proxy shall be deemed to have been duly deposi~ed receipt of telex or cable confirmation from the app · that the instrument of.proxy duly signed is in the transmission to the Company. 63. The instrument appointing a proxy may be u s ual or common form and may be expressed to be for cular meeting or any adjournment thereof or generalI ~~ til ~ ;:s:;;~~ Q r e voked. An instrument appointing a proxy shall be\ ~- ~- ·,i 0 to include the powe r to demand or join or concur .in de .'·§. "' ! " . inP: a poll. · ~-,- ·, » ..:;;-- . ·- ~ '•. '\ 1 · |
| -17- 64 . A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the pre vious death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the office before the c ommencement of the general meeting, or adjourned meeting at which it i s sought to use the proxy. 65 . Any corporation which is a member of record of the Company may in accordance with its Articles or in the absence of such provision 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 corporation which he represents as the corpora tion could exercise if i t were an individual member of record of the Company. 66. Shares of its own stock belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. DIRECTORS 67. There shall be a Board of Directors consisting~~f f , l - ; . ' ~ . .,. .. ;. . \ not l ess than one or more than ten persons (exclusive of Alternate Directors) PROVIDED HOWEVER that the Company may from time to time by ordinary resolution increase or redu ~ the limits in the number of Directors. The first Direc r of the Company shall be determined in writing by the su of the Memorandum of Association or a majority of them. \ \ 68. The remuneration to be paid to the Directors s be such remuneration as the Directors shall determine. ~~ Such remuneration shall be deemed to accrue from day tp day .DJ The Directors shall also be entitled to be paid their travel-'"'-1::l;s;i:s;:s::P' ling, hotel and other expenses properly incurred by them~·::s:s:~~ going to, attending and r eturning from meetings of the ~\~ Directors, or any committee of the Directors, or gene ~~ -----= meeti ngs of the Company, or otherwise in connection , t business of the Company, or to r eceive a fixed allow nc respect thereof as may be determined by the Directo tim~ to time, or a combination partly of one such rnd partly the other. |
| - ] 8- 69. The Directors may by resolution award special remuneration t o any Director of the Company undertaking a ny speci al work or ser vices for, or undertaking any special mission on behal f of, t he Compan y other than hi s ordinary routine work as a Director. Any fees pai d to a Director who is also counsel or sol icitor to the Company, or other wise ser ves i t in a p r ofessional capacity shall b e i n addi tion to his remuner ation as a Director. 7 0, A Director or Alt ernat e Director may hol d any other office or p l ace of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remun eration and otherwise as the Directors may determine. 71. A Director or Al ternate Director may act by him- self or his firm in a professional capaci ty for the Company and he or his firm shall be entitled to remuneration for professional services as i f he were not a Director or Alternate Director. 72. A shareholding qualification f or Directors may be fixed by the Company in general meeting, but unl ess and until so fixed no qualification shall be required. 73. A Director or Alternate Director of the Company may be or become a Director or other Offi cer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director or Al ternate Director shall be account able to the Company for any r emuneration or other benefits received by him as a Director or Officer of, or from ,~is interest in, such other company. : ______ _ 7 4 . No pe rson shall be disqualified from the off· ~1\'i\· t · , \~I,'}~t Director or Alte rnate Director or prevented by such of ~~ ~ from contracting with the Company, either as vendor, r \ ~ chaser or otherwise, nor shall any such contract or a y \ i contract or transaction entered into by or on behal f ·_ i, I !;/ Company in which any Director or Alternate Directors ~ in any way interested be or be liable to be avoided, n _· ,r,: ,,;,,; _._ 1 · shall any Director or Alternate Director so contract · , . . .r;. 7 ~' ~ ~ being so intere sted be liable to acccount to the co-.... ·-== ' ·.· JO i any profit realised by any such contract or transac o by ~\ rea son of such Director hol ding office or of the fi a~n\~;~ relation ther eby established. A Director ( or his rnlate Director in his absence) shall be at liberty to vote respect of any contract or transaction in which he is interested a s aforesaid PROVIDED HOWEVER that t he natu-' j/t ~ ~~~1~~ ~ sJ..~& ~ ~ the interest of any Director or Alternate Director ~ i,:rv:\ ' such contract_ or transa cti on shall be disclosed by \tf.WP t he Alte rnate Dire ctor appointed by him at or prior /t_tp•'its consider ation and any vote t he r eon . |
| -19- 75. A general notice that a Director or Alternate Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 74 and after such general notice it shall not be necessary to give special notice relating to any particular transaction. · ALTERNATE DIRECTORS 76. Subject to the exception contained in Article 84, a Director whd expe~ts to be una ble to attend Directors' Meetings because of absence, illness or otherwise may appoint any person to be an Alternate Director to act in his stead and such appointee whilst he holds office as an Alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is permitted or required to do by virtue of his being a Director as if the Alternate Director were the appointor, other than appointment of an Alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appoint ment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same. POWERS AND 'DUTIES OF DIRECTORS 77 . The business of the Company shall be managed by the Directors (or a sole Director if only one is appoi~~ed) whQ may pay a ll expenses incurred in promoting, registe'ring ~ ;__- -,.,,~ and sett ing up the Company, and may e xercise all such '-\'i"\Si N /:i '-"-.... powers of the Company as are not, from time to time by t ~~" ~~:.-7> Statute, or by these Articles, or such r egulations, bei ~ 7 not inconsistent with the aforesaid, as may be prescrib \ by the Company in general meeting required to be exerci e by the Company in general meeting PROVIDED HOWEVER that~ regulations made by the Company in general meeting shal ~ invalidate any prior act of the Directors which would ha '1'/p been valid if that regulai;;ion had not been made. ,,~z:.~~~,1 /;7 . ., \ . J...;, _. < 78. The Directors may from time to time and )i-1;-: ;_--ahy t i me by powers of attorney appoint any company, fj/r'f!l/ person or body of persons, whether nominated di'rectly orl.J it/directl~ by the Directors, to be the attorney or attorney~, o~ th~i\~ Company f or such purpose and with such powers, a~~hq-ri\fes and discretions (not exceeding those vested in o~~x cis able by the Directors unde r these Articles) and. fo~.r, .. ~ ~ HQ~~~-, period and subject to such conditions as they may tff. and any such powers of a ttorney may contain such p ~ - ~ · .: .. , for the protection and convenience of perso11s deal);lri"g with any such attorneys as the Directors may think fit t n [X fMPJ C q~~'- · ~~/t~~ f_t _-,. |
| -20- may also authorise any such attorney to delegate all or any of the powers, authoriti es and discretions vested in him. 79. All cheques, promissory notes, drafts, bills of exchange and other negotiable instrument s and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine . 80. The Directors shall cause Minutes to be made in books provided for the purpose : (a) of all appointments of Officers made by the Directors; (b) of the names of the Directors (incl uding those represente4 thereat by an Alternate or by proxy) present at each meeting of the Directors and of any committee of the Directors; (c) of all resol utions and proceedings at all meetings of the Company, and of the Directors and of Committees of Directors. 81. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any ot~er salaried office or place of profit with the Company or to his widow or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 82. The Directors may exercise all the powers oft Company to borrow money and to mortgage or charge its u. taking, property and unca lled capital or any part ther and to issue debentures, debenture stock and other sec ties whether outright or as security for any debt, lia or obligation of the Company or of any third party. · MANAGEMENT 83. (a) The Directors may from time to time provide ,;:.r~-~ ,, t::2<~- the management of the affairs of the Company in sucth manner-' ··,. as they shall think fit and the provisions contairiedjin the three next following paragraphs shall be without .Pr$judice..i\ to the general powers conferred by this paragraphl \. ~ ~\ J:. _.4 1 (b) The Directors from time to t i me and at 1 ..il.nY., .. t · .. ~\ Of ... ~ may establish any committees, local boards or ager1q;i.e_ .,, -: · .i\ .. · ~ ma naging any of· the affairs of the Company and may 'a ;~ · t ,:,. > ~ any persons to be members of such committees or loca · (/) or any managers or agents and may fix their remunera i j |
| -21- (c) The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act not withstanding vacancies and any such appointment or dele gation may be. made on such terms and subject to such condi tions as the Directors may think fit. The Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. (d) Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them. MANAGING DIRECTORS 84. The Directors may, from time to time, appoint one or more of their body (but not an Alternate Director) to the office of Managing Director for such term and at such remun eration (whether by way of salary,- or commission, or partici pation in profits, or partly in one way and partly in another) as they may think fit but his appointment shall be subject to determination ipso facto if he ceases from any caus e to be a Director and no Alternate Director appointed by him can act in his stead as a Director or Managing Director. 85. The Directors may e ntrust to and confer upon a Managing Director any of the powers exercisable by them up_ 0;n- .s::=---;:__~-:,,, such t e rms and condi tior.s and with s uch restrictions as -- ·· :-\ ii·,,""' may think fit and e i ther colla terally with or of their own powers and may from time to time revoke, alter or vary all or any of such powers. PROCEEDINGS OF DIRECTORS 86. Except as otherwise provided by these Articl the Directors shall meet toge ther for the despatch of b ness, convening, adjourning and otherwise regulating thei~~~ meeting s as they think fit . Questions arising at any_ , ✓ . ::~ ·- { ~-- ~ , ::· , ~ _ -;--:;...;.. ' . ..,, •" • . 'f .. . .. ' . I"'! • meeting shall be decided by a majority of votes of t~- - · ·-..._ Directors and Alternate Directors present at a meet·· which there is a quorum, the vote of an Alternate ·· · not b e ing c ounted if his appointor be present at s In case of an equa lity of votes. the Chairman shal . ~. |
| -22- second or casting vote. 87. A Director or Alternate Director may, and the Secretary on the requisition of a Director or Alternate Director shall, at any time summon a meeting of the Directors by at least five days' notice in writing to every Director and Alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their Alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by telegram, telex, cablegram or wireless the same shall be deemed to have been given on the day it is delivered to the Directors or trans mitting organisation as the case may be . The provisions of Article 42 shall apply mutatis mutandis with respect to notices of meetings of Directors . 88. The quorum necessary for t .he transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two, a Director and his a ppo±-fl-ted Alternate Director b eing considered only one person for this purpose, provided always that if there shall at any time be only a sole Director the quorum shall be one. 89. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. 90. The Directors may elect a Chairman of the~r Board and determine the period for which he is to hold office; b~ --~-~~~~ if no such Chairman is elected, or if at any meeting t ·- ;;:_~\ \~\ ltt'Jf!,( }~1' \ Chairman is not present within five minutes after the f v ' appointed for holding the same, the Directors presen · choose one of their number to be Chairman of the mee ' i 91. The Directors may delegate any of their p committees consisting of such member or members of of Directors (including Alternate Directors in the a of their appointors} as they think fit; any commit formed shall in the exercise of the powers so delexi· conform to any regulations that may be imposed on/?ict Directors . · 92 . ' A cornrni ttee may meet and adjourn as it :· · h1; proper. Questions arising at any meeting shall mined by a majority of votes of the members ( ' ..J |
| -23- the case of an equality of votes the Chairman shall have a second or casting vote. 93 , All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an Alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or Alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or Alternate Director as the case may be. 94. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors (an Alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held. 95, (a) A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presencre or vote of the proxy shall for all pur poses be deemed to be that of the Director. (b) The provisions of Articles 61 - 64 mutandis apply to the appointment of proxies 1'. shall rnutati . . by Directo · _ h'"J:- • . 96. (a) (b) VACATION OF OFFICE OF DIRECTOR d1~1X1 The office of a Director shall b e vacated: If he gives notice in writing to the Company that1 he resigns the office of Director; l If he absents himself. (without being represented iy proxy or an Alternate Director appointed by him) ....-cp.=l.;.;.'1_ •' from three consecutive meetings of the Bo~cl of 1::.' ·,, Directors without special leave of absence\ fro · \~ : \ .,_-.;._. · " Directors, and th~y pass a resolution that he by reason of such absence vacated office; (c) If he dies, becomes bankrupt or makes any ar or composition with h ts creditors generally; (d) If he is found a lunatic or becomes of unsoun ~, |
| -24- APPOINTMENT AND REMOVAL OF DIRECTORS 97 . The Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any Director and may in like manner appoint another person in his stead. 98. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total amount of Directors (exclusive of Alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles. PRESUMPTION OF ASSENT 99. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. SEAL 100. Subject to the provisions of Article 4 hereof, the Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Dir~ctors in that behalf and every instrument to which the Seal haJ been'affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer some person appointed by the Directors for the purpose. PROVIDED THAT the Company may have for use in any territo district or place not situate in the Cayman Islands, an ~ official seal which shall be a facsimile of the, Gommon,..&ism=~~~ of the Company with the addition on its face of ··~ the ... ,.,\o!r~ " · every territory district or place where i~ is tb b ' ~~~~v PROVIDED FURTHER THAT a Director, Secretary or ot or representative or attorney may without further , u of the Directors affix the Seal of the Company ov : signature alone to any document of the Company req be authenticated by him under Seal or to be filed· w· Registrar of Companies in the Cayman Islands or else~ -,.-r.re~ wheresoever. ;;J |
| ..I -25- OFFICERS 101. The Company may have a Preside nt and s ha ll have a Sec~et ar y or Secr e t ary-Treasurer appointed by t he Direct ors who may a l so f r om time to time appoin t such other Officers as they consider necessary, all for s u ch terms, at such remuneration and to perform such duties, and subject t o s uch provisions as to disqualificat ion. a nd removal as the Dire ctors f r om t i me t o t i me prescri be . 102. A provision of the Statute or these Arti cles requiring or authorising a thi ng t o b e done by a Direct or and an Officer shall not be satisfied by its being done by the one person acting in the dual capacity of Director and Officer. DIVIDENDS AND RESERVE 103. Subject to the Statut e, t he Directors may from time to time declare dividends on shar es of the Company out standing and authdrise payment of the same out of the funds of the Company and may from time to time pay to the membe rs such interim dividends as appear to the Di~ectors to be justi fie d by the profits of the Company. 104 . The Directors may, before declaring any divide nds, s e t aside such sums as they think proper as a r e serve or r eserves which shall a t the discretion of the Dire ctors, be applicable for any purpose of the Company and pe nding such application may, at the like discre tion, be employed in the business of th~ Company. 105. No dividend sha l l b e payable except out of the profits of the Company, r e alised or unre alised. 106. Subje ct to the rights of persons, if any, entit to shares with special rig hts as to dividends, i f divide are to be declare d on a class of shares they shall be d e clared and paid according to the amounts paid or cr e d e JdWJXI as paid on the shares of such class outstanding on the ~~r date f or such dividend as d e termined i n accorda nce with ~ e . Articl es but no amount paid or credit ed as paid_ on,,~,· s h~a~ ~~ ;: in advance of cal ls shall be treated for the pu1p~Be Ar ticl e a s paid on the share. i\ _ = · ~~ '\~ 'I' ~' 1 07 . The Director s may deduct from any d i vid d a ya ble to any member all sums of money (if any) pres entl. p yab by him to the Company on acc ount of calls or othe _l.d~~~~ |
| -26- 108. The Directors may declare that any dividend be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all members and may vest any such specific assets in trustees as may seem expedient to the Directors. 109. Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of members or to such person and to such address as such holder or joint holders may in writing direct . Every such cheque or warrant shall be made payable to the order of the person to whom it is sent . Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders. 110. No dividend shall bear interest against the Company. CAPITALISATION 111. The Company may upon the recommendation of the Directors by ordinary resolution authorise the Directors to,-,c~.:::::.:-: ... capitalise any sum standing to the cre dit of any of the ,....--,;:.:J1Sl ""'1 "' Company's reserve accounts ( including share premium ace , n-S);·· and capital redemption reserve fund) or any sum standi to the credit of profit and loss account or otherwise ava ·lable for distribution and to appropriate such sum to member i~ ldn1x1 the proportions in which such sum wou~d have been di vi· ;°ij>}-u amongst them had the same been a distribution of profi -~ · way of dividend and to apply such sum on their behalf i ~ . paying up in full unissued shares (not being redeemable . ~i shares) for allotment and distribution credited as fu~ , paid up to and amongst them in the proportion afores $..~ - ' fr:; J such event the Directors shall do all acts and thin · S required to give effect to such capitalisation, wit f 11 power to the Directors to make such provisions as~ ti fit for the case of shares becoming distributable~ aj!~ •~~~ h (including provisions whereby the be nefit of fr act i . ~\\ enti tlements accrue to the Company rather than to th ers concerned) . The Dire ctors may a uthorise |
| -27- enter on b ehalf of a ll of the members interested into an agreement with the Company providing for such capitalisa tion and matters incidental thereto and a n y agreement made under such authority shal l be effective and binding on a ll concerned. BOOKS OF ACCOUNT 112 . The Directors shall cause proper books of account to be kept with respect to: ( a ) all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place; (b) all sales and purchases of goods by the Company; (c) the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 113. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspec tion of members not being Directors and no member (not being a Director) shall have any right of inspecting any ·account or book or document of the Company except as conferred by Statute or a1;lthorised by the Directors or by the Company 2,:-~ ~~~,,. general meeting. ' s,~ \t1 \~l N/•1~j,'.: ':~ 114 . The Directors shall from time to time cau prepar ed and to be laid before the Company in gener ing profit and loss accounts, balance sheets, group (if any) and such other reports and accounts as may required b y l aw. AUDIT 115. The Company may at any Annual General M~e . appoint an Auditor or Auditors of the Company who office until the next Annual General Meeting and m or the ir r emuneration. |
| -28- 116. The Directors may before the first Annual General Meeting appoint an Auditor or Auditors of the Company who shall hold office until the first Annual General Meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Directors. 117. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such inforrnati_ on and explanation as may be necessary for the performance of the duties of the auditors. 118. Auditors shall at the next Annual General Meeting following their appointment and at any other time during , their term of office, upon request of the Directors or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office. NOTICES 119. Notices shall be in writing and may be given by the Company to any member either personally or by sending it by post, cable or telex to him or to his address as shown in the register of members, such notice, if mailed, to be forwaroed airmail if the address be outside the Cayman Islands. 120. (a) Where a notice is sent by post, service notice shall be deemed to be effected by properly addres pre-paying and posting a letter containing the notice, d / to have been effected at the expiration of sixty hours taft.er the letter containing the same is posted as aforesaid. f,j l "~ c,,? 1'~·11[9 ( b) Where a notice is sent by cab le or telex, se : e of the notice shall be deemed to be effected by properl ~~ addres3ing pre-paying and sending through a transmitti~ ,rt~j- - ~--~ organisation the notice, and to have been effected at _ the,- . .: expiration of forty-eight hours after the same is s~n~-~js~~~~~P . .. C. ..... afore said. j/ ·' ' 1 21. A notice may be given holders of record of a share by joint holde r first named on the pect of the share. by the Company to th ~ iw1l\ giving the notice to tfie ~~ ' register or membe < ~:.s-, . . ,.:!JI ~~ - ' _j. |
| -29- 122. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bank ruptcy of a member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trus tee of the bankruptcy, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving th~ notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 123. Notice of every general meeting shall be given in any manner hereinbefore authorised to : (a) every person shown as a member in the register of members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members. (b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a member of record where the member of record but for his death or bankruptcy would be entitled to receive notice of t he meeting; and No other person shall be entitled to receive notices of general meetings. WINDING UP 124 . If the Company shall be wound up the Liquidator may, with the sanction of a special resolution of the Com and any other sanction required by the Statute, divide amongst the members in specie or kind the whole or any of the assets of the Company (whether they shall consis property of the same k ind or not) and may for such purp set such value as he deems fair upon any property to be i;::!: divided as aforesaid and may determine how such division~ shall be carried out as b etween the members or di:fferent~,;J,,l,/._..~..;.."X"-,-,.;..1c...-.- classes of members·. The Li(i.Uidator may with the li r.':·:'\.->:...........,,~~iMiS~~f sanction, v e st the whole or any part of such assets ~' - . trustees upon such trusts for the benefit of the co tories as the Liquidator, with the like sanction, & al think fit, but so that no member shall be compel le , to accept any shares or other securities whe:t•eon there\ J, liability. \ ~~ ~ '. {-' l't{!,• "'- |
| -30- 125. If the Company shall be wound up, and the assets available for distribution amongst the members as such shall be insufficient to repay the whdle of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the l osses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. INDEMNITY 126. The Directors, Auditors and Officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representa tives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and ex~enses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as th2y shall incur or sustain by or through their own wilful neglect or default respectively and no such Director, Auditor, Officer or trustee shall be answerable for the acts, receipts, n e glects or defaults of any other Direct Auditor, Officer or trustee or for joining in any recei for the sake of conformity or for the solvency or hone any banker or other persons with whom any monies ore belonging to the Company may be lodged or deposited f custody or for any insufficiency of any security upon any monies of the Company may be invested or for any~~~~ loss or damage due to any such cause as aforesaid ~ w may happen in or about the execution of his office ~ . tti~~~~ unless the same shall happen through the wilful negle ~ default of such Director, Auditor, Officer or trust ~~• FISCAL YEAR 127 . The Fiscal Year of the Comp any sha l.l ,. (. - ;'). ·\ ,,(,.,. :\._ ,f ) } ,':,-_. '::-, '· . ,d ~ , '{ \ ~ -\~. i' 1 !,..\.• ..I- |
| - 31- date of incorporation of the Company and the anniversary date thereof in each year ending the day prior to the anniversary date in each year unless the Directors pres cribe some other period therefor. AMENDMENTS OF ARTICLES 128. Subject to the Statute, the Company may at any time and from time to time by special resolution alter or amend these Articles in whole or in part. |
| DATED the 22nd Timothy , o ic· PO Box ran Ca \._. John Goodwill, Barrister, PO Box 309, Grand Cayman -32- day of January, 19B2 • Certified to be a true and correct copy Witness to the above Signatures I, J.l.c rx:JJ-J ,:i.,J ~ ~ r,;:,-J 'tZ.,-,\ Registrar of Companies in and for the Ca yma n Islands DO HEREBY CERTIFY that this is a true and correct copy of the Art ssociation of this Company duly incorporated 19Q ~ ◄ 7 2 , Q . : ... DAT E ...... . · · · · · · · · · · · · .•• . • |
