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THE COMPANIES ACTS 1931 to 1993
ISLE OF MAN
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
NAVIGATOR GAS (1OM 1-B) LIMITED
1. The name of the Company is:-
NAVIGATOR GAS (1OM 1-B) LIMITED
2. The Company is a private company.
3. The liability of the members is limited.
4. Restrictions, if any, on the exercise of the rights, powers and
privileges of the Company:-
None unless and until decided upon by Special Resolution of the Company
in accordance with Section 6 of the Companies Act 1986.
5. The Share Capital of the Company is US$2,000.00 divided into 2,000
Ordinary shares of $1.00 each.
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I, the subscriber to this memorandum of association
(a) wish to be formed into a Company pursuant to this memorandum;
(b) agree to take the number of shares shown opposite my name;
(c) declare that all the requirements of the Companies Acts 1931 to
1993 in respect of matters relating to registration and of matters
precedent and incidental thereto have been complied with.
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Name and address Signature Number of
of Subscriber Shares taken
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EDWARD HAROLD ONE
CHARLES CAIN
15-19 Athol Street
Douglas
Isle of Man
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Dated this day of 1997
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Witness to the above signature
TERRY BURNS
15-19 Athol Street
Douglas
Isle of Man
THE COMPANIES ACTS 1931 to 1993
ISLE OF MAN
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
NAVIGATOR GAS (1OM 1-B) LIMITED
PRELIMINARY
1. Table A shall not apply to the Company but the articles hereinafter contained
shall constitute the regulations of the Company.
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2. The Company is a "Private Company" within the meaning of the Act, and
accordingly no invitation shall be issued to the public to subscribe for any
shares or debentures of the Company.
INTERPRETATION
3.(1) In these regulations -
"the Act" means the Companies Acts 1931-1993 including any statutory
modifications or re-enactments thereof for the time being in force;
"the articles" means the articles of the Company;
"clear days" in relation to the period of a notice means that period excluding
the day when the notice is given or deemed to be given and the day for which it
is given or on which it is to take effect;
"executed" includes any mode of execution;
"office" means the registered office of the Company;
"the holder" in relation to shares means the member whose name is entered in the
register of members as the holder of the shares;
"the seal" means the common seal of the Company;
"secretary" means the secretary of the Company or any other person appointed to
perform the duties of the secretary of the Company, including a joint, assistant
or deputy secretary.
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(2) Unless the context otherwise requires, words or expressions contained in
these regulations bear the same meaning as in the Act but excluding any
statutory modification thereof not in force when these regulations become
binding on the Company.
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(3) In these regulations, unless there is something in the subject of context
inconsistent with such construction:-
(a) words importing the plural number shall be deemed to
include the singular number and words importing the singular
number shall be deemed to include the plural number;
(b) words importing the masculine gender only include the
feminine gender;
(c) words importing persons include companies or associations
or bodies of persons whether corporate or unincorporate.
4. Statutory references used in these articles shall be read to include any
statutory or legislative modification or re-enactment thereof or any
substitution therefor.
SHARE CAPITAL
5. (1) Subject to the provisions of the Act and without prejudice to any
rights attached to any existing shares, any share may be issued with
such rights or restrictions as the Company may by ordinary resolution
determine.
(2) Subject to the provisions of the Act, shares may be issued in
fractional denominations to the same extent as whole shares.
6. Subject to the provisions of the Act and the articles, redeemable preference
shares may be issued on such terms and in such manner as may be provided by the
articles.
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7. The Company may exercise the powers of paying commissions conferred by the
Act. Subject to the provisions of the Act, any such commissions may be satisfied
by the payment of cash or by the allotment of fully or partly paid shares or
partly in one way and partly in the other.
8. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and (except as otherwise provided by the
articles or by law) the Company shall not be bound by or recognise any interest
in any share except an absolute right to the entirety thereof in the holder.
9. The shares shall be at the disposal of the Directors, and (save as otherwise
directed by the Company in General Meeting) they may allot or otherwise dispose
of them to such persons at such times and generally on such terms and conditions
as they think proper, subject nevertheless to article 2 and provided that no
shares shall be issued at a discount, except as provided by Section 47 of the
Act.
10. If at any time the share capital 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 be varied with the consent in writing
of the holders of all of the issued shares of that class, or with the sanction
of an extraordinary resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate general meeting the
provisions of these regulations relating to general meetings shall in the case
of the number of holders of a particular class of shares being two or more
mutatis mutandis apply, but so that the necessary quorum shall be two persons at
least holding or representing by proxy one-third of the issued shares of the
class, and that any holder of shares of the class present in person or by proxy
may demand a poll. In the case of the number of holders of a particular class of
shares being one, one person holding or representing all the issued shares of
the class shall be a quorum.
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11. The Company may issue share warrants to bearer in respect of any fully
paid-up shares of the Company, stating that the bearer of the warrant is
entitled to the shares therein specified. Such warrants shall be issued upon
such terms and subject to such conditions as may be resolved upon by the
Directors. Subject to the provisions of the Act and of these articles the holder
of a share warrant shall be deemed to be a member of the Company and shall be
entitled to the same rights and privileges as he would have had if his name had
been included in the share register of the Company as the holder of the shares.
SHARE CERTIFICATES
12. (1) Every member, upon becoming the holder of any shares shall be
entitled
(a) without payment, to one certificate for all the shares of
each class held by him (and, upon transferring a part of his
holding of shares of any class, to a certificate for the
balance of such holding); or
(b) to several certificates each for one or more of his shares
upon payment, for every certificate after the first, of such
reasonable sum as the Directors may determine.
(2) Every certificate shall be sealed with the seal and shall specify
the number, class and distinguishing numbers (if any) of the shares to
which it relates and the amount or respective amounts paid up thereon.
(3) The Company shall not be bound to issue more than one certificate
for shares held jointly by several persons and delivery of a
certificate to one joint holder shall be a sufficient delivery to all
of them.
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13. If a share certificate is defaced, worn-out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment of the
expenses reasonably incurred by the Company in investigating evidence as the
Directors may determine but otherwise free of charge, and (in the case of
defacement or wearing-out) on delivery up of the old certificate.
14. The Company shall have a first and paramount lien on every share for all
moneys (whether presently payable or not) payable at a fixed time or called in
respect of that share. The Directors may at any time declare any share to be
wholly or in part exempt from the provisions of this regulation. The Company's
lien on a share shall extend to any amount payable in respect of it.
15. The Company may sell in such manner as the Directors determine any shares on
which the Company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within fourteen clear days after notice has
been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder, demanding payment and
stating that if the notice is not complied with the shares may be sold.
16. To give effect to a sale the Directors may authorise some person to execute
an instrument of transfer of the shares, sold to, or in accordance with the
directions of, the purchaser. The title of the transferee to the shares shall
not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
17. The net proceeds of the sale, after payment of the costs, shall be applied
in payment of so much of the sum for which the lien exists as is presently
payable, and any residue shall (upon surrender to the Company for cancellation
of the certificate for the shares sold and subject to a like lien for any moneys
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.
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CALLS ON SHARES AND FORFEITURE
18. Subject to the terms of allotment, the Directors may make calls upon the
members in respect of any moneys unpaid on their shares (whether in respect of
nominal value or premium) and each member shall (subject to receiving at least
fourteen clear days notice specifying when and where payment is to be made) pay
to the Company as required by the notice the amount called on his shares. A call
may be required to be paid by instalments. A call may, before receipt by the
Company of any sum due thereunder, be revoked in whole or in part and payment of
a call may be postponed in whole or in part. A person upon whom a call is made
shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect whereof the call was made.
19. A call shall be deemed to have been made at the time when the resolution of
the Directors authorising the call was passed.
20. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
21. If a call remains unpaid after it has become due and payable the person from
whom it is due and payable shall pay interest on the amount unpaid from the day
it became due and payable until it is paid at the rate fixed by the terms of
allotment of the share or in the notice of the call or, if no rate is fixed, at
the rate of (pound)5 per centum per annum but the Directors may waive payment of
the interest wholly or in part.
22. An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an instalment of a call,
shall be deemed to be a call and if it is not paid the provisions of the
articles shall apply as if that amount had become due and payable by virtue of a
call.
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23. Subject to the terms of allotment, the Directors may make arrangements on
the issue of shares for a difference between the holders in the amounts and
times of payment of calls on their shares.
24. If a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than fourteen clear days'
notice requiring payment of the amount unpaid together with any interest which
may have accrued. The notice shall name the place where payment is to be made
and shall state that if the notice is not complied with the shares in respect of
which the call was made will be liable to be forfeited.
25. If the notice is not complied with any share in respect of which it was
given may, before the payment required by the notice has been made, be forfeited
by a resolution of the Directors and the forfeiture shall include all dividends
or other moneys payable in respect of the forfeited shares and not paid before
the forfeiture.
26. Subject to the provisions of the Act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
Directors determine either to the person who was before the forfeiture the
holder or to any other person and at any time before sale, re-allotment or other
disposition, the forfeiture may be cancelled on such terms as the Directors
think fit. Where for the purposes of its disposal a forfeited share is to be
transferred to any person the Directors may authorise some person to execute an
instrument of transfer of the share to that person.
27. A person any of whose shares have been forfeited shall cease to be a member
in respect of them and shall surrender to the Company for cancellation the
certificate for the shares forfeited but shall remain liable to the Company for
all moneys which at the date of forfeiture were presently payable by him to the
Company in respect of those shares with interest at the rate at which interest
was payable on those moneys before the forfeiture or, if no interest was so
payable, at the rate of (pound)5 per centum per annum
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from the date of forfeiture until payment but the Directors may waive payment
wholly or in part or enforce payment without any allowance for the value of the
shares at the time of forfeiture or for any consideration received on their
disposal.
28. A statutory declaration by a Director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated
in it as against all persons claiming to be entitled to the share and the
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the share
is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.
TRANSFER OF SHARES
29. The instrument of transfer of a share may be in any usual form or in any
other form which the Directors may approve and shall be executed by or on behalf
of the transferor and, unless the share is fully paid, by or on behalf of the
transferee.
30. No transfer of any share in the capital of the Company to any person not
already a member of the Company shall be made or registered without the previous
sanction of the Directors, who may without assigning any reason, decline to give
any such sanction. The Directors may also suspend the registration of transfers
during the fourteen days immediately preceding the Ordinary General Meeting in
each year. The Directors may decline to recognise any instrument of transfer
unless accompanied by the certificate of the shares to which it relates, and
such other evidence as the Directors may reasonably require to show the right of
the transferor to make the transfer. The Directors may decline to register a
transfer of any shares on which the Company has a lien. If the Directors refuse
to register a transfer of any share they
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shall within two months after the date on which the transfer was lodged with the
Company send to the transferee notice of the refusal as required by section 67
of the Act.
31. The Company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the Directors refuse to
register shall be returned to the person lodging it when notice of the refusal
is given.
TRANSMISSION OF SHARES
32. If a member dies the survivor or survivors where he was a joint holder, and
his personal representatives where he was a sole holder or the only survivor of
joint holders, shall be the only persons recognised by the Company as having any
title to his interest; but nothing herein contained shall release the estate of
a deceased member from any liability in respect of any share which had been
jointly held by him.
33. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the Directors
may properly require, elect either to become the holder of the share or to have
some person nominated by him registered as the transferee. If he elects to
become the holder he shall give notice to the Company to that effect. If he
elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All articles relating to the transfer of
shares shall apply to the notice or instrument of transfer as if it were an
instrument of transfer executed by the member and the death or bankruptcy of the
member had not occurred.
34. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled if he
were the holder of the share, except that he shall not, before being registered
as the holder
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of the share, be entitled in respect of it to attend or vote at any meeting of
the Company or at any separate meeting of the holders of any class of shares in
the Company.
ALTERATION OF SHARE CAPITAL
35. The Company may by ordinary resolution -
(a) increase its share capital by new shares of such amount as
the resolution prescribes;
(b) consolidate and divide all or any or its share capital
into shares of larger amount than its existing shares;
(c) subject to the provisions of the Act, sub-divide its
shares, or any of them, into shares of smaller amount and the
resolution may determine that, as between the shares resulting
from the sub-division, any of them may have any preference or
advantage as compared with the others; and
(d) cancel shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the
amount of the shares so cancelled.
36. Whenever as a result of a consolidation of shares any members would become
entitled to fractions of a share, the Directors may, instead of issuing the
fractions of a share, on behalf of those members, sell the shares representing
the fractions for the best price reasonably obtainable to any person (including,
subject to the provisions of the Act, the Company) and distribute the net
proceeds of sale in due proportion among those members, and the Directors may
authorise some person to execute an instrument of transfer of the shares to, or
in accordance with the directions of, the purchaser. The
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transferee shall not be bound to see to the application of the purchase money
nor shall his title to the shares be affected by any irregularity in or
invalidity of the proceedings in reference to the sale.
37. Subject to the provisions of the Act, the Company may by special resolution
reduce its share capital, any capital redemption reserve and any share premium
account in any way.
CONVERSION OF SHARES INTO STOCK
38. The Company may by ordinary resolution convert any paid-up shares into stock
and reconvert any stock into paid-up shares of any denomination.
39. The holders of stock may transfer the same, or any part thereof, in the same
manner, and subject to the same regulations, as, and subject to which, the
shares from which the stock arose might previously to conversion have been
transferred, or as near thereto as circumstances admit; but the Directors may
from time to time fix the minimum amount of stock transferable and restrict or
forbid the transfer of fractions of that minimum, but the minimum shall not
exceed the nominal amount of the shares from which the stock arose.
40. The holders of stock shall, according to the amount of the stock held by
them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the Company) shall be conferred by
any such aliquot part of stock as would not, if existing in shares, have
conferred that privilege or advantage.
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41. Such of the regulations of the Company as are applicable to paid-up shares
shall apply to stock and the words "shares" and "shareholder" therein shall
include "stock" and "stockholder".
REDEMPTION OF PREFERENCE SHARES
42. Subject to the provisions of the Act, the redemption of redeemable
preference shares shall be effected on such terms and in such manner, as may be
provided by the articles.
GENERAL MEETINGS
43. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
44. The Directors may call general meetings, and on the requisition of a member
pursuant to the provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date not later than eight weeks after
receipt of the requisition. If there are not within the Isle of Man sufficient
Directors to call a general meeting, any Director or any member of the Company
may call a general meeting.
NOTICE OF GENERAL MEETINGS
45. An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
Director shall be called by at least twenty-one clear days' notice. All other
extraordinary general
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meetings shall be called by at least fourteen clear days' notice but a general
meeting may be called by shorter notice if it is so agreed -
(a) In the case of an annual general meeting, by all the
members entitled to attend and vote thereat; and
(b) In the case of any other meeting by a majority in number
of the members having a right to attend and vote being a
majority together holding not less than ninety five per cent
in nominal value of the shares giving that right.
The notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual general
meeting, shall specify the meeting as such.
Subject to the provisions of the articles and to any restrictions imposed on any
shares, the notice shall be given to all the members, to all persons entitled to
a share in consequence of the death or bankruptcy of a member and to the
Directors and auditors.
46. The accidental omission to give notice of a meeting to or the non-receipt of
notice of a meeting by any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
47. No business shall be transacted at any meeting unless a quorum is present.
Two persons entitled to vote upon the business to be transacted, each being a
member or a proxy for a member or a duly authorised representative of a
corporation which is a member, shall be a quorum. When the Company has a single
member, the member
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or the proxy for the member or a duly authorised representative of the
corporation which is the member, shall be a quorum.
48. If such a quorum is not present within half an hour from the time appointed
for the meeting or if during a meeting such a quorum ceases to be present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place or to such time and place as the Directors may determine.
49. The Chairman, if any, of the Board of Directors or in his absence some other
Director nominated by the Directors shall preside as Chairman of the meeting,
but if neither the Chairman nor such other Director (if any) be present within
fifteen minutes after the time appointed for holding the meeting and willing to
act, the Directors present shall elect one of their number to be Chairman and if
there is only one Director present and willing to act, he shall be Chairman.
50. If no Director is willing to act as Chairman, or if no Director is present
within fifteen minutes after the time appointed for holding the meeting, the
members present and entitled to vote shall choose one of their number to be
Chairman.
51. A Director shall, notwithstanding that he is not a member, be entitled to
attend and speak at any general meeting and at any separate meeting of the
holders of any class of shares in the Company.
52. The Chairman may, with the consent of a meeting at which a quorum is present
(and shall if so directed by the meeting), adjourn the meeting from time to time
and from place to place, but no business shall be transacted at an adjourned
meeting other than business which might properly have been transacted at the
meeting had the adjournment not taken place. When a meeting is adjourned for
fourteen days or more, at least seven clear days' notice shall be given
specifying the time and place of the
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adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any such notice.
53. A resolution put to the vote of a meeting shall be decided on a show of
hands unless before, or on the declaration of the result of, the show of hands a
poll is duly demanded. Subject to the provisions of the Act, a poll may be
demanded -
(a) by the Chairman; or
(b) by at least two members having the right to vote at the
meeting; or
(c) by a member or members representing no less than one-tenth
of the total voting rights of all the members having the right
to vote at the meeting; or
(d) by a member or members holding shares conferring a right
to vote at the meeting being shares on which an aggregate sum
has been paid up equal to not less than one-tenth of the total
sum paid up on all the shares conferring that right;
and a demand by a person as proxy for a member shall be the same as a demand by
the member.
54. Unless a poll is duly demanded a declaration by the Chairman that a
resolution has been carried or carried unanimously, or by a particular majority,
or lost, or not carried by a particular majority and an entry to that effect in
the minutes of the meeting shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
the resolution.
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55. The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the Chairman and a demand so withdrawn shall not be taken to
have invalidated the result of a show of hands declared before the demand was
made.
56. A poll shall be taken as the Chairman directs and he may appoint scrutineers
(who need not be members) and fix a time and place for declaring the result of
the poll. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
57. In the case of an equality of votes, whether on a show of hands or on a
poll, the Chairman shall be entitled to a casting vote in addition to any other
vote he may have.
58. 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 either forthwith or at such time and place as the Chairman
directs not being more than thirty days after the poll is demanded. The demand
for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which the poll was demanded. If a poll
is demanded before the declaration of the result of a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the demand had not
been made.
59. No notice need be given of a poll not taken forthwith if the time and place
at which it is to be taken are announced at the meeting at which it is demanded.
In any other case at least seven clear days notice shall be given specifying the
time and place at which the poll is to be taken.
60. A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general meeting
at which he was present shall be as effectual as if it had been passed at a
general meeting duly convened and held and may consist of several instruments in
the like form each
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executed by or on behalf of one or more members, provided the provisions of
Section 118B of the Act are complied with and that such resolution is received
by the Company at its registered office within seven days of the date of its
execution in terms hereof.
VOTES OF MEMBERS
61. Subject to any rights or restrictions attached to any shares, on a show of
hands every member who (being an individual) is present in person or by proxy or
(being a corporation) is present by a duly authorised representative, not being
himself a member, shall have one vote and on a poll every member entitled to
vote shall have one vote for every share of which he is the holder.
62. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and seniority shall be determined by the order in
which the names of the holders stand in the register of members.
63. A member in respect of whom an order has been made by any court having
jurisdiction (whether in the Isle of Man or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised in that behalf appointed by
that court, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy. Evidence to the satisfaction of the Directors of the authority of
the person claiming to exercise the right to vote shall be deposited at the
office, or at such other place as is specified in accordance with the articles
for the deposit of instruments of proxy, not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting at which
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the right to vote is to be exercised and in default the right to vote shall not
be exercisable.
64. No member shall vote at any general meeting or at any separate meeting of
the holders of any class of shares in the Company, either in person or by proxy,
in respect of any share held by him unless all moneys presently payable by him
in respect of that share have been paid.
65. No objections shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid. Any objection made in
due time shall be referred to the Chairman whose decision shall be final and
conclusive.
66. On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.
67. An instrument appointing a proxy shall be in writing, executed by or on
behalf of the appointor and shall be in the following form (or in a form as near
thereto as circumstances allow or in any other form which is usual or which the
Directors may approve) -
Limited
I/We, , of
, being a member/members of the above-
named Company, hereby appoint of
, or failing him,
of , as my/our proxy to vote in my/our name(s) and on my/our
behalf at the annual/extraordinary general meeting of the Company to be held on
19 , and at any adjournment thereof.
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signed on 19
68. Where it is desired to afford members an opportunity of instructing the
proxy how he shall act the instrument appointing a proxy shall be in the
following form (or in a form as near thereto as circumstances allow or in any
other form which is usual or which the Directors may approve) -
Limited
I/We, , of
member/members of the above-named Company, hereby appoint
of
, or failing him, of
, as my/our proxy to vote in my/our name(s) and on my/our
behalf at the annual/extraordinary general meeting of the Company to be held on
19 , and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as
follows:
Resolution No. 1 * for * against
Resolution No. 2 * for * against
* strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from
voting.
Signed this day of 19
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69. The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified notarially or in some other way
approved by the Directors may-
(a) be deposited at the office or at such other place within
the Isle of Man as is specified in the notice convening the
meeting or in any instrument of proxy sent out by the Company
in relation to the meeting not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is
demanded, be deposited as aforesaid after the poll has been
demanded and not less than 24 hours before the time appointed
for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not
more than 48 hours after it was demanded, be delivered at the
meeting at which the poll was demanded, to the Chairman or to
the Secretary or to any Director;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid.
70. A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the Company at the office or at such
other place at which the instrument of proxy was duly deposited before the
commencement of the meeting or adjourned meeting at which the vote is given or
the poll demanded or (in the case of
26
a poll taken otherwise than on the same day as the meeting or adjourned meeting)
the time appointed for taking the poll.
71. Where the Company is a single member company and the sole member takes any
decision which may be taken by the Company in general meeting and which has
effect as if agreed by the Company in general meeting he shall subject to
article 60 provide the Company with a written record of that decision by
forwarding such record to the Company at its registered office within seven days
of the date upon which the decision was taken.
NUMBER OF DIRECTORS
72. Unless otherwise determined by ordinary resolution, the number of Directors
(other than alternate Directors) shall not be subject to any maximum.
ALTERNATE DIRECTORS
73. Any Director (other than an alternate Director) may appoint any other
Director, or any other person approved by resolution of the Directors and
willing to act, to be an alternate Director and may remove from office an
alternate Director so appointed by him.
74. An alternate Director shall be entitled to receive notice of all meetings of
Directors and of all meetings of committees of Directors of which his appointor
is a member, to attend and vote at any such meeting at which the Director
appointing him is not personally present and generally to perform all the
functions of his appointor as
27
a Director in his absence but shall not be entitled to receive any remuneration
from the Company for his services as an alternate Director.
75. An alternate Director shall cease to be an alternate Director if his
appointor ceases to be a Director; but, if a Director retires by rotation or
otherwise but is reappointed or deemed to have been reappointed at the meeting
at which he retires; any appointment of an alternate Director made by him which
was in force immediately prior to his retirement shall continue after his
reappointment.
76. Any appointment or removal of an alternate Director shall be by notice to
the Company signed by the Director making or revoking the appointment or in any
other manner approved by the Directors.
77. Save as otherwise provided in the articles, an alternate Director shall be
deemed for all purposes to be a Director and shall alone be responsible for his
own acts and defaults and he shall not be deemed to be the agent of the Director
appointing him.
POWERS OF DIRECTORS
78. Subject to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution the business of the Company shall be
managed by the Directors who may exercise all the powers of the Company. No
alteration of the memorandum or articles and no such direction shall invalidate
any prior act of the Directors which would have been valid if that alteration
had not been made or that direction had not been given. The powers given by this
regulation shall not be limited by any special power given to the Directors by
the articles and a meeting of Directors at which a quorum is present may
exercise all powers exercisable by the Directors.
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79. Without prejudice to the generality of the foregoing article the Directors
may from time to time at their discretion, raise or borrow, without the consent
of the members in General Meeting, such sum or sums of money for the purposes of
the Company's business as they may think fit and may secure the repayment of or
raise any such sum or sums as aforesaid in such manner and upon such terms and
conditions and in all other respects as they may think fit, and in particular by
mortgages, deeds of bond and security, or other charges upon the whole or any
part of the property and assets of the Company, present or future, including its
uncalled or unissued capital, or by the issue at such price as they may think
fit, of bonds or debentures or debenture stock of the Company, either charged
upon the whole or any part of the property and assets of the Company, or not so
charged, or in any other way that the Directors may think expedient, and the
Directors may issue debentures or debenture stock or paid-up shares to any
person or persons as consideration for the purchase of any goodwill, business or
property purchased by the Company.
80. The Directors may, by power of attorney or otherwise, appoint any person to
be the agent of the Company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of his
powers. The Company may exercise the powers conferred by Sections 32 and 104 of
the Companies Act, 1931 and those powers shall accordingly be exercisable by the
Directors.
DELEGATION OF DIRECTORS' POWERS
81. The Directors may delegate any of their powers to any committee consisting
of one or more Directors. They may also delegate to any Managing Director or any
Director holding any other executive office such of their powers as they
consider desirable to be exercised by him. Any such delegation may be made
subject to any conditions the Directors may impose and either collaterally with
or to the exclusion of their own powers and may be revoked or altered. Subject
to any such conditions, the
29
proceedings of a committee with two or more members shall be governed by the
articles regulating the proceedings of Directors so far as they are capable of
applying.
DIRECTORS GENERALLY
82. The Company may from time to time in general meeting increase or reduce the
number of Directors. The Company may by special resolution remove any Director
or by ordinary resolution appoint any person to be a Director.
83. No person other than a first Director shall be appointed a Director in
general meeting unless at least seven days' and not more than fourteen days'
notice shall have been left at the registered office of the Company of the
intention to propose him, together with a notice in writing by the person to be
proposed of his willingness to be appointed.
84. The Directors shall have power at any time, and from time to time, to fill
any casual vacancy occurring in the Board of Directors or to appoint a person as
an additional Director.
85. A Director may hold any other office or place or profit under the Company,
except that of Auditor, upon such terms as to remuneration, tenure of office and
otherwise as may be determined by the Board.
86. The remuneration of the Directors shall from time to time be determined by
the Company in general meeting and unless otherwise directed any such
remuneration shall be divided amongst them as they may agree, or, failing
agreement, equally. The Directors shall also be entitled to be repaid all
travelling and hotel expenses reasonably incurred by them respectively in or
about the performance of their duties as Directors.
30
DISQUALIFICATION AND REMOVAL OF DIRECTORS
87. The office of a Director shall be vacated if -
(a) he ceases to be a Director by virtue of any provision of
the Act or he becomes prohibited by law from being a Director;
or
(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and
either -
(i) he is admitted to hospital in pursuance of an
application for admission for treatment under the
Mental Health Act 1974; or
(ii) an Order is made by a Court having jurisdiction
(whether in the Isle of Man or elsewhere) in matters
concerning mental disorder for his detention or for
the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his
property or affairs; or
( d )
he resigns his office by notice to the Company; or
(e) he shall for more than six consecutive months have been
absent without permission of the Directors from meetings of
Directors held during that period and the Directors resolve
that his office be vacated.
88. The shareholding qualification for Directors may be fixed by the Company in
general meeting, and unless and until so fixed no qualification shall be
required.
31
DIRECTORS' APPOINTMENTS AND INTERESTS
89. Subject to the provisions of the Act, the Directors may appoint one or more
of their number to the office of Managing Director or to any other executive
office under the Company and may enter into an agreement or arrangement with any
Director for his employment by the Company or for the provision by him of any
services outside the scope of the ordinary duties of a Director. Any such
appointment, agreement or arrangement may be made upon such terms as the
Directors determine and they may remunerate any such Director for his services
as they think fit. Any appointment of a Director to an executive office shall
terminate if he ceases to be a Director but without prejudice to any claim to
damages for breach of the contract of service between the Director and the
Company.
90. Subject to the provisions of the Act and provided that he has disclosed to
the Directors the nature and extent of any material interest of his, a Director
notwithstanding his office -
(a) may be a party to, or otherwise interested in, any
transaction or arrangement with the Company or in which the
Company is otherwise interested;
(b) may be a Director or other officer of, or employed by, or
a party to any transaction or arrangement with, or otherwise
interested in, any body corporate promoted by the Company or
in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the
Company for any benefit which he derives from any such office
or employment or
32
from any such transaction or arrangement or from any interest
in any such body corporate and no such transaction or
arrangement shall be liable to be avoided on the ground of any
such interest or benefit.
91. For the purposes of the foregoing article -
(a) a general notice given to the Directors that a Director is
to be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement in
which a specified person or class of persons is interested
shall be deemed to be a disclosure that the Director has an
interest in any such transaction of the nature and extent so
specified; and
(b) an interest of which a Director has no knowledge and of
which it is unreasonable to expect him to have knowledge shall
not be treated as an interest of his.
92. Subject to article 90 hereof and the Act if the Company is a single member
company and having one member it enters into a contract with the sole member
otherwise than in the ordinary course of the Company's business and the sole
member is also a director of the Company, the Company should, unless the
contract is in writing, ensure that the terms of the contract are either set out
in a written memorandum or are recorded in the minutes of the first meeting of
the directors of the Company following the making of the contract.
DIRECTORS' GRATUITIES AND PENSIONS
93. Subject to the provisions of the Act, the Directors may provide benefits,
whether by the payment of gratuities or pensions or by insurance or otherwise,
for any Director
33
who has held but no longer holds any executive office or employment with the
Company or with any body corporate which is or has been a subsidiary of the
Company or a predecessor of the Company or of any such subsidiary and for any
member of his family (including a spouse and a former spouse) or any person who
is or was dependent on him, and may (as well before as after he ceases to hold
such office or employment) contribute to any fund and pay premiums for the
purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
94. Subject to the provisions of the articles, the Directors may regulate their
proceedings as they think fit. A Director may, and the secretary at the request
of a Director shall, call a meeting of the Directors. Questions arising at a
meeting shall be decided by a majority of votes. In the case of an equality of
votes, the Chairman shall have a second or casting vote. A Director who is also
an alternate Director shall be entitled in the absence of his appointor to a
separate vote on behalf of his appointor in addition to his own vote.
95. The quorum for the transaction of the business of the Directors may be fixed
by the Directors and unless so fixed at any other number shall be two. A person
who holds office only as an alternate Director shall, if his appointor is not
present, be counted in the quorum.
96. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies in their number, but, if the number of Directors
is less than the number fixed as the quorum, the continuing Directors or
Director may act only for the purpose of filling vacancies or of calling a
general meeting.
34
97. The Directors may appoint one of their number to be the Chairman of the
Board of Directors and may at any time remove him from that office. Unless he is
unwilling to do so, the Director so appointed shall preside at every meeting of
Directors at which he is present. But if there is no Director holding that
office, or if the Director holding it is unwilling to preside or is not present
within five minutes after the time appointed for the meeting, the Directors
present may appoint one of their number to be Chairman of the meeting.
98. All acts done by a meeting of Directors, or of a committee of Directors, or
by a person acting as a Director shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any Director or that
any of them were disqualified from holding office, or had vacated office, or
were not entitled to vote, be valid as if every such person had been duly
appointed and was qualified and had continued to be a Director and had been
entitled to vote.
99. A resolution in writing signed by all the Directors entitled to receive
notice of a meeting of Directors or of a committee of Directors shall be as
valid and effectual as if it had been passed at a meeting of Directors or (as
the case may be) a committee of Directors duly convened and held and may consist
of several documents in the like form each signed by one or more Directors, but
a resolution signed by an alternate need not also be signed by his appointor
and, if it is signed by a Director who has appointed an alternate Director, it
need not be signed by the alternate Director in that capacity.
100. Save as otherwise provided by the articles, a Director shall not vote at a
meeting of Directors or of a committee of Directors on any resolution concerning
a matter in which he has, directly or indirectly, an interest or duty which is
material and which conflicts or may conflict with the interest of the Company
unless he has declared the nature of his interest in the manner required by
Section 148 of the Act.
35
101. A Director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
102. The Company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of the
articles prohibiting a Director from voting at a meeting of Directors or of a
committee of Directors.
103. If a question arises at a meeting of Directors or of a committee of
Directors as to the right of a Director to vote, the question may, before the
conclusion of the meeting, be referred to the Chairman of the meeting and his
ruling in relation to any Director other than himself shall be final and
conclusive.
104. Any Director or member of a committee of the Directors may participate in a
meeting of the Directors or such committee by means of telephonic or similar
communications whereby all persons participating in the meeting can hear each
other and participation in a meeting in this manner shall be deemed to
constitute presence in person at such meeting. The location of such a telephonic
meeting shall be deemed to be the place at which the Chairman of the meeting was
located at the time of the meeting.
MANAGEMENT AND CONTROL
105. The management and control of the business of the Company shall be in and
from the Isle of Man or in and from such other place as the Directors shall
decide.
36
SECRETARY
106. Subject to the provisions of the Act, the secretary shall be appointed by
the Directors for such term, at such remuneration and upon such conditions as
they may think fit; and any secretary so appointed may be removed by them.
MINUTES
107. The Directors shall cause Minutes to be made in books kept for the purpose
- -
(a) of all appointments of officers made by the Directors; and
(b) of all proceedings at meetings of the Company, of the
holders of any class of shares in the Company and of the
Directors, and of committees of Directors, including the names
of the Directors present at such meeting.
THE SEAL
108. The Company shall have a Company Seal.
109. The seal shall only be used by the authority of the Directors or of a
committee of Directors authorised by the Directors. The Directors may determine
who shall sign any instrument to which the seal is affixed and unless otherwise
so determined it shall be signed by a Director and by the secretary or by a
second Director.
37
DIVIDENDS
110. Subject to the provisions of the Act, the Company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount recommended by the Directors.
111. Subject to the provisions of the Act, the Directors may pay interim
dividends if it appears to them that they are justified by the profits of the
Company available for distribution. If the share capital is divided into
different classes, the Directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no interim
dividend shall be paid on shares carrying deferred or non-preferential rights
if, at the time of payment, any preferential dividend is in arrear. The
Directors may also pay at intervals settled by them any dividend payable at a
fixed rate if it appears to them that the profits available for distribution
justify the payment. Provided the Directors act in good faith they shall not
incur any liability to the holders of shares conferring preferred rights for any
loss they may suffer by the lawful payment of an interim dividend on any shares
having deferred or non-preferred rights.
112. Except as otherwise provided by the rights attached to shares, all
dividends shall be declared and paid according to the amounts paid up on the
shares on which the dividend is paid. All dividends shall be apportioned and
paid proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but, if any
share is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
113. A general meeting declaring a dividend may, upon the recommendation of the
Directors, direct that it shall be satisfied wholly or partly by the
distribution of assets
38
and where any difficulty arises in regard to the distribution, the Directors may
settle the same and in particular may issue fractional certificates and fix the
value for distribution of any assets and may determine that cash shall be paid
to any member upon the footing of the value so fixed in order to adjust the
rights of members and may vest any assets in trustees.
114. Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the person entitled or, if two
or more persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered address of
that one of those persons who is first named in the register of members or to
such person and to such address as the person or persons entitled may in writing
direct. Every cheque shall be made payable to the order of the person or persons
entitled or to such other person as the person or persons entitled may in
writing direct and payment of the cheque shall be a good discharge to the
Company. Any joint holder or other person jointly entitled to a share as
aforesaid may give receipts for any dividend or other moneys payable in respect
of the share.
115. No dividend or other moneys payable in respect of a share shall bear
interest against the Company unless otherwise provided by the rights attached to
the share.
116. Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment shall, if the Directors so resolve, be forfeited
and cease to remain owing by the Company.
ACCOUNTS
117. (a) No member shall (as such) have any right of inspecting any
accounting records or other book or document of the Company
except as
39
conferred by statute or authorised by the Directors or by
ordinary resolution of the Company.
(b) The Company shall prepare such accounts as may be required
by the Act and the laws of the Isle of Man.
(c) Subject to the Act and the laws of the Isle of Man the
Company may elect to dispense with compliance with the
requirements of the Act which relate to the audit of the
accounts of the Company.
CAPITALISATION OF PROFITS
118. The Directors may with the authority of an ordinary resolution of the
Company -
(a) subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company not required for paying any
preferential dividend (whether or not they are available for
distribution) or any sum standing to the credit of the
Company's share premium account or capital redemption reserve;
(b) appropriate the sum resolved to be capitalised to the
members who would have been entitled to it if it were
distributed by way of dividend and in the same proportions and
apply such sum on their behalf either in or towards paying up
the amounts, if any, for the time being unpaid on any shares
held by them respectively, or in paying up in full unissued
shares or debentures of the Company of a nominal amount, equal
to that sum, and allot the shares or debentures credited as
fully paid to those members, or as they may direct, in those
proportions, or partly in one way and partly in the other: but
the share premium account, the capital
40
redemption reserve and any profits which are not available for
distribution may, for the purposes of this regulation, only be
applied in paying up unissued shares to be allotted to members
credited as fully paid;
(c) make such provision by the issue of fractional
certificates or by payment in cash or otherwise as they
determine in the case of shares or debentures becoming
distributable under this regulation in fractions; and
(d) authorise any person to enter on behalf of all the members
concerned into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid, of any
shares or debentures to which they are entitled upon such
capitalisation, any agreement made under such authority being
binding on all such members.
NOTICES
119. Any notice to be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of the Directors need not
be in writing.
120. The Company may give any notice to a member either personally or by sending
it by post in a prepaid envelope addressed to the member at his registered
address or by leaving it at that address. In the case of joint holders of a
share, all notices shall be given to the joint holder whose name stands first in
the register of members in respect of the joint holding and notice so given
shall be sufficient notice to all the joint holders. A member whose registered
address is not within the British Islands and who gives to the Company an
address within the British Islands at which notices may be given to him shall be
entitled to have notices given to him at that address, but otherwise no such
member shall be entitled to receive any notice from the Company.
41
121. A member present, either in person or by proxy, at any meeting of the
Company or of the holders of any class of shares in the Company shall be deemed
to have received notice of the meeting and, where requisite, of the purposes for
which it was called.
122. Every person who becomes entitled to a share shall be bound by any notice
in respect of that share which, before his name is entered in the register of
members, has been duly given to a person from whom he derives his title.
123. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiration of 48 hours after the envelope
containing it was posted.
124. A notice may be given by the Company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or delivering it,
in any manner authorised by the articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or by any like description at the address, if any,
within the British Islands supplied for that purpose by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death or bankruptcy had
not occurred.
WINDING UP
125. If the Company is wound up, the liquidator may, with the sanction of an
extraordinary resolution of the Company and any other sanction required by the
Act, divide among the members in specie the whole or any part of the assets of
the Company and may, for that purpose, value any assets and determine how the
division
42
shall be carried out as between the members or different classes of members. The
liquidator may, with the like sanction, vest the whole or any part of the assets
in trustees upon such trusts for the benefit of the members as he with the like
sanction determines, but no member shall be compelled to accept any assets upon
which there is a liability.
INDEMNITY
126. Every Director or other officer of the Company shall be entitled to be
indemnified out of the assets of the Company against all losses or liabilities
(including any such liability as is mentioned in paragraph (c) of the proviso to
Section 151 of the Act) which he may sustain or incur in or about the execution
of the duties of his office or otherwise in relation thereto, and no Director or
other officer shall be liable for any loss, damage or misfortune which may
happen to or be incurred by the Company in the execution of the duties of his
office or in relation thereto. But this Article shall only have effect in so far
as its provisions are not avoided by the said Section.
127. The Company may purchase and maintain indemnity insurance for the benefit
of each Director or other officer of the Company.
43
- --------------------------------------------------------------------------------
Name and Address Signature
of Subscriber
- --------------------------------------------------------------------------------
EDWARD HAROLD
CHARLES CAIN
15-19 Athol Street
Douglas
Isle of Man
- --------------------------------------------------------------------------------
Dated this day of 1997
Witness to the above signature
44
TERRY BURNS
15-19 Athol Street
Douglas
Isle of Man