EXHIBIT 3.1
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TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE
(NO. 8 OF 1984 AS AMENDED)
MEMORANDUM OF ASSOCIATION
OF
AMETHYST FINANCIAL COMPANY, LTD.
NAME
1. The name of the Company is Amethyst Financial Company Ltd.
REGISTERED OFFICE
2. The Registered Office of the Company will be at Arias Fabrega & Fabrega
Trust Co. BVI Limited, 325 Waterfront Drive, Omar Hodge Building 2nd
Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The Registered Agent of the Company will be Arias Fabrega & Fabrega Trust
Co. BVI Limited, 325 Waterfront Drive, Omar Hodge Building 2nd Floor
Wickhams Cay, Road Town, Tortola, British Virgin Islands.
GENERAL OBJECTS AND POWERS
4. (1) The object of the Company is to engage in any act or activity that
is not prohibited under any law for the time being in force in the
British Virgin Islands.
(2) The Company shall have all such powers as are permitted by law for
the time being in force in the British Virgin Islands, irrespective
of corporate benefit, to perform all acts and engage in all
activities necessary or conducive to the conduct, promotion or
attainment of the object of the Company.
(3) The Company may not
(a) carry on business with persons resident in the British Virgin
Islands;
(b) own an interest in real property situated in the British Virgin
Islands, other than a lease referred to in paragraph (e) of
subclause (4);
(c) carry on banking or trust business unless it is licensed to do
so under the Banks and Trust Companies Act, 1990;
(d) carry on business as an insurance or reinsurance company,
insurance broker or insurance agent, unless it is licensed under
an enactment authorising it to carry on that business;
(e) carry on the business of company management unless it is
licensed under the Company Management Act, 1990; or
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(f) carry on the business of providing the registered office or the
registered agent for companies incorporated in the British
Virgin Islands.
(4) For purposes of paragraph (a) of subclause (3), the Company shall
not be treated as carrying on business with persons resident in the
British Virgin Islands by reason only that
(a) it makes or maintains deposits with a person carrying on banking
business within the British Virgin Islands;
(b) it makes or maintains professional contact with solicitors,
barristers, accountants, bookkeepers, trust companies,
administration companies, investment advisors or other similar
persons carrying on business within the British Virgin Islands;
(c) it prepares or maintains books and records within the British
Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings of its
directors or members;
(e) it holds a lease of property for use as an office from which to
communicate with members or where books and records of the
Company are prepared or maintained;
(f) it holds shares, debt obligations or other securities in a
company incorporated under the International Business Companies
Ordinance or under the Companies Act; or
(g) shares, debt obligations or other securities in the Company are
owned by any person resident in the British Virgin Islands or by
any company incorporated under the International Business
Companies Ordinance or under the Companies Act.
CURRENCY
5. Shares in the Company shall be issued in the currency of the United States
of America.
AUTHORISED CAPITAL
6. The authorised capital of the Company is $1,000.00
CLASSES, NUMBER AND PAR VALUE OF SHARES
7. The authorised capital is made up of one class of shares divided into
1,000 shares of $1.00 par value with one vote for each share.
DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
8. The designations, powers, preferences, rights, qualifications, limitations
and restrictions of each class and series of shares that the Company is
authorised to issue shall be fixed by resolution of directors, but the
directors shall not allocate different rights as to voting, dividends,
redemption or distribution on liquidation unless the Memorandum of
Association shall have been amended to create separate classes of shares
and all the
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aforesaid rights as to voting, dividends, redemption and distribution
shall be identical in each separate class.
VARIATION OF CLASS RIGHTS
9. If at any time the authorised capital is divided into different classes or
series of shares, the rights attached to any class or series unless
otherwise provided by the terms of issue of the shares of the class or
series) may, whether or not the Company is being wound up, be varied with
the consent in writing of the holders of not less than three-fourths of
the issued shares of that class or series and of the holders of not less
than three-fourths of the issued shares of any other class or series of
shares which may be affected by such variation.
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
10. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu
therewith.
REGISTERED SHARES AND BEARER SHARES
11. Shares may be issued as registered shares or to bearer as may be determined
by resolution of directors.
EXCHANGE OF REGISTERED SHARES AND BEARER SHARES
12. Registered shares may be exchanged for bearer shares and bearer shares may
be exchanged for registered shares.
TRANSFER OF REGISTERED SHARES
13. Registered shares in the Company may be transferred subject to the prior or
subsequent approval of the Company as evidenced by a resolution of
directors or by a resolution of members.
SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES
14. Where shares are issued to bearer, the bearer, identified for this purpose
by the number of the share certificate, shall be requested to provide the
Company with the name and address of an agent for service of any notice,
information or written statement required to be given to members, and
service upon such agent shall constitute service upon the bearer of such
shares until such time as a new name and address for service is provided
to the Company. In the absence of such name and address being provided it
shall be sufficient for the purposes of service for the Company to publish
the notice, information or written statement in one or more newspapers
published or circulated in the British Virgin Islands and in such other
place, if any, as the Company shall from time to time by a resolution of
directors or resolution of members determine. The directors of the Company
must give sufficient notice of meetings to members holding shares issued
to bearer to allow a reasonable opportunity for them to secure or exercise
the right or privilege, other than the right or privilege to vote, that is
the subject of the notice. What amounts to sufficient notice is a matter
of fact to be determined after having regard to all the circumstances.
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AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
15. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or by a resolution of directors.
DEFINITIONS
16. The meanings of words in this Memorandum of Association are defined in the
Articles of Association annexed hereto.
We, ARIAS FABREGA & FABREGA TRUST CO. BVI LTD., of Wickhams Cay, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating an
International Business Company under the laws of the British Virgin Islands
hereby subscribe our name to this Memorandum of Association the 27th day of
March, 1998 in the presence of:
Subscriber
/s/ Illegible
ARIAS FABREGA & FABREGA TRUST CO. BVI LTD.
Witness
Nadia Harrigan
/s/ NADIA HARRIGAN
Wickhams Cay
Road Town, Tortola
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GOVERNMENT OF THE BRITISH VIRGIN ISLANDS SEAL]