EXHIBIT 2.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TEEKAY SHIPPING CORPORATION
UNDER SECTIONS 9.5 AND 9.8 OF THE LIBERIAN BUSINESS CORPORATION ACT
I, the undersigned, the Executive Vice-President and Secretary of TEEKAY
SHIPPING CORPORATION, a corporation incorporated under the laws of the Republic
of Liberia, (the "Corporation") for the purpose of amending and restating the
Articles of Incorporation of said Corporation hereby certify:
A. The name of the Corporation is TEEKAY SHIPPING CORPORATION. The Corporation
was originally formed effective as of February 9, 1979 under the name
VIKING STAR SHIPPING INC.
B. The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Business
Corporation Act of the jurisdiction of incorporation of the Corporation
(the "Business Corporation Act"). In furtherance and not in limitation of
the foregoing, the more specific powers and purposes of the Corporation are
as follows:
(1) To purchase or otherwise acquire, own, use, operate, pledge,
hypothecate, mortgage, lease, charter, sub-charter, sell, build, and
repair steamships, motorships, tankers, whaling vessels, sailing
vessels, tugs, lighters, barges, and all other vessels and craft of
any and all motive power whatsoever, including aircraft, landcraft,
and any and all means of conveyance and transportation by land, water
or air, together with engines, boilers, machinery, equipment and
appurtenances of all kinds, including masts, sails, boats, anchors,
cables, tackle, furniture and all other necessities thereunto
appertaining and belonging, together with all materials, articles,
tools, equipment and appliances necessary, suitable or convenient for
the construction, equipment, use and operation thereof; and to equip,
furnish and outfit such vessels and ships.
(2) To engage in ocean, coastwise and inland commerce, and generally in
the carriage of freight, goods, cargo in bulk, passengers, mail and
personal effects by water between the various ports of the world and
to engage generally in waterborne commerce throughout the world.
(3) To purchase or otherwise acquire, own, use, operate, lease, build,
repair, sell or in any manner dispose of docks, piers, quays, wharves,
dry docks, warehouses and storage facilities of all kinds, and any
property, real, personal and mixed, in connection therewith.
(4) To act as ship's husband, ship brokers, customs house brokers, ship's
agents, manager of shipping property, freight contractors, forwarding
agents, warehousemen, wharfingers, ship chandlers, and general
traders.
(5) To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, country, state, body politic, or government or colony or
any dependency thereof.
(6) To appoint or act as an agent, broker, or representative, general or
special, in respect of any or all of the powers expressed herein or
implied hereby; to appoint agents, brokers or representatives.
(7) To carry on its business, to have one or more offices, and to exercise
its powers in foreign countries, subject to the laws of the particular
country.
(8) To borrow or raise money and contract debts, when necessary for the
transaction of its business or for the exercise of its corporate
rights, privileges or franchise or for any other lawful purpose of its
incorporation; to draw, make, accept, endorse, execute and issue
promissory notes, bills of exchange, bonds, debentures, and other
instruments and evidences of indebtedness either secured by mortgage,
pledge, deed of trust, or otherwise, or unsecured.
(9) To purchase or otherwise acquire, hold, own, mortgage, sell, convey,
or otherwise dispose of real and personal property of every class and
description.
(10) To apply for, secure by purchase or otherwise hold, use, sell, assign,
lease, grant licenses in respect of, mortgage or otherwise dispose of
letters patent of any country, patent rights, licenses, privileges,
inventions, improvements and processes, copyrights, trademarks, and
trade names, relative to or useful in connection with any business of
the corporation.
(11) To buy, sell, pledge, negotiate and deal generally in shares of
stocks, bonds and other securities of other corporations irrespective
of the business that such corporations may be engaged in and
irrespective of the nationality or domicile of such corporations, and
to deal generally in corporate securities listed on security exchanges
of various countries and engage generally in the business of finance
in all its phases as permitted by the laws of the jurisdiction of
incorporation of the Corporation.
(12) To give guarantees of other persons, firms or corporations and to
secure its obligations under such guarantees by mortgage or pledge of,
or creation of a security interest in, all or any part of its property
or any interest therein, wherever situated and, to give such
guarantees even if not in furtherance of the corporate purposes of a
corporation, when such guarantees and, if applicable, such mortgage,
pledge or security interest, is authorized at a meeting of the
shareholders by a vote of the holders of a majority of the shares
entitled to vote thereon.
(13) To engage generally in any lawful commercial enterprise in any country
and to do all and everything lawfully necessary and proper for the
accomplishment of the objects enumerated in its Articles of
Incorporation or any amendment thereof or necessary to the protection
and benefit of the Corporation and in general to carry on any lawful
business necessary to the attainment of the objects of the
Corporation.
The foregoing clauses shall be construed as both purposes and powers and the
matters expressed in each clause shall, except as otherwise expressly provided,
be in no wise limited by reference or inference from the terms of any other
clause, but shall be regarded as independent purposes and powers; and the
enumeration of specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers of the
Corporation; nor shall the expression of one thing be deemed to exclude another,
although it be of like nature, not expressed. All of the foregoing purposes and
powers are subject, however, to the limitation and restriction that the
Corporation, so long as it is subject to the Liberian Business Corporation Act,
shall at all times be a "non-resident domestic corporation" within the meaning
of the Liberian Business Corporation Act and in particular the Corporation shall
not in the Republic of Liberia engage in the banking business or the insurance
business or exercise banking powers or insurance powers, and nothing in these
Articles of Incorporation shall be deemed to authorize it to do so.
C. The registered address of the Corporation in Liberia shall be 80 Broad
Street, Monrovia, Liberia. The name of the Corporation's Registered Agent
at such address shall be The International Trust Company of Liberia.
D. The aggregate number of shares of stock that the Corporation is authorized
to issue is Seven Hundred Fifty Million (750,000,000) shares, all of which
shall be registered shares, comprised of:
(1) Seven Hundred Twenty Five Million (725,000,000) registered shares of
Common Stock, par value one tenth of one cent ($0.001) each.
(2) Twenty Five Million (25,000,000) shares of Preferred Stock, par value
One Dollar ($1) each. The shares of Preferred Stock may be issued from
time to time in one or more series in any manner permitted by law
except as may otherwise be expressly prohibited by the provisions of
these Articles of Incorporation of the Corporation, as determined from
time to time by the Board of Directors and stated in the resolution or
resolutions provided for the issuance thereof, prior to the issuance
of any shares thereof. The Board of Directors shall have the authority
to fix and determine, subject to the provisions hereof, the rights and
preferences of the shares of any series so established.
All of the issued and unissued shares of Common Stock, without par value, of the
Corporation are deemed to have been converted effective as of the date of the
effectiveness hereof into shares of Common Stock, par value one tenth of one
cent ($0.001), of the Corporation.
E. Subject to the provisions of the Business Corporation Act, the number of
Directors constituting the entire Board shall be not less than 3 and shall
be not more than 11. Subject to such limitations and the Directors' acting
under a specific provision of the bylaws so authorizing them, such number
shall be fixed by resolution of the Board and such number shall be
increased or decreased by the vote of a majority of the entire Board. No
decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director.
F. To the full extent that the Business Corporation Act, as it existed on
March 4, 1994 or may thereafter be amended, permits the limitation or
elimination of the liability of Directors, a Director of the Corporation
shall not be liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a Director. Any amendment to or
repeal of this Section F shall not adversely affect any right or protection
of a Director of the Corporation for or with respect to any acts or
omissions of such Director occurring prior to such amendment or repeal.
G.1. except as otherwise expressly provided by law or by paragraphs 2 and 3
below, a majority of shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
2. For the purposes of consideration of and voting on any business that:
(a) is submitted to the shareholders at any meeting; and
(b) has been recommended by a majority of Continuing Directors (as defined
below) for approval by the shareholders;
one-third of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders for the
purpose of such consideration and voting.
"Continuing Directors" shall mean the incumbent members of the Board of
Directors of the Corporation that were members of recommended by a majority
of the Continuing Directors.
3. For the purposes of considering and voting on the election of Directors at
any meeting, the quorum requirement stipulated in paragraph 1 shall apply
unless all nominees for election as Directors are persons recommended by a
majority of Continuing Directors. If such nominees are so recommended, the
quorum requirement stipulated in paragraph 2 shall apply.
H. No holder of any shares of the Corporation shall have any pre-emptive right
to subscribe for, purchase or receive any shares of the Corporation,
whether now or hereafter authorized, or any securities convertible into or
carrying options to purchase any such shares of the Corporation, or any
options or rights to purchase any such shares or securities, issued or sold
by the Corporation for cash or any other form of consideration or without
consideration, and no notice of any such right need be given to any
shareholder of the Corporation, but any such shares, securities, options or
rights may be issued or disposed of by the Board of Directors to such
persons and on such terms as the Board of Directors in its discretion shall
deem advisable.
These Amended and Restated Articles of Incorporation were authorized by
resolution of the shareholders of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF the undersigned has executed these Amended and Restated
Articles of Incorporation this 6th day of September, 1999.
A.F. Coady, Executive Vice-President and Secretary
On this 7th day of September, 1999 before me personally came Mr. A.F. Coady
known to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that the execution thereof was his act
and deed.
Charles Mackey
Attorney-at-Law
Notary Public
Nassau, Bahamas
Date: September 7, 1999