EXHIBIT 3.28
THE COMPANIES ACTS 1985 AND 1989
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PRIVATE COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
TREFN FABRICATIONS LIMITED
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(Incorporated on 20 September 1993)
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Company Number: 2854848
TABLE OF CONTENTS
PRELIMINARY 1
INTERPRETATION 1
1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SHARE CAPITAL 3
2. Shares with special rights . . . . . . . . . . . . . . . . . . . . . .3
3. Allotment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4. Redeemable shares. . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. Commissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
6. Trusts not recognised. . . . . . . . . . . . . . . . . . . . . . . . .4
VARIATION OF RIGHTS 4
7. Method of varying rights . . . . . . . . . . . . . . . . . . . . . . .4
8. When rights deemed to be varied. . . . . . . . . . . . . . . . . . . .4
SHARE CERTIFICATES 4
9. Members' rights to certificates . . . . . . . . . . . . . . . . . . .4
10. Replacement certificates . . . . . . . . . . . . . . . . . . . . . . .5
LIEN 5
11. Company to have lien on shares . . . . . . . . . . . . . . . . . . . .5
12. Enforcement of lien by sale. . . . . . . . . . . . . . . . . . . . . .5
13. Giving effect to sale. . . . . . . . . . . . . . . . . . . . . . . . .5
14. Application of proceeds . . . . . . . . . . . . . . . . . . . . . . .5
CALLS ON SHARES 5
15. Power to make calls. . . . . . . . . . . . . . . . . . . . . . . . . .5
16. Time when call made . . . . . . . . . . . . . . . . . . . . . . . . .6
17. Liability of joint holders . . . . . . . . . . . . . . . . . . . . . .6
18. Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . .6
19. Deemed calls . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
20. Differentiation on calls . . . . . . . . . . . . . . . . . . . . . . .6
21. Payment of calls in advance. . . . . . . . . . . . . . . . . . . . . .6
FORFEITURE AND SURRENDER 6
22. Notice requiring payment of call . . . . . . . . . . . . . . . . . . .6
23. Forfeiture for non-compliance . . . . . . . . . . . . . . . . . . . .7
24. Sale of forfeited shares . . . . . . . . . . . . . . . . . . . . . . .7
25. Liability following forfeiture . . . . . . . . . . . . . . . . . . . .7
26. Surrender. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
27. Extinction of rights . . . . . . . . . . . . . . . . . . . . . . . . .7
28. Evidence of forfeiture . . . . . . . . . . . . . . . . . . . . . . . .7
TRANSFER OF SHARES 8
29. Form and execution of transfer . . . . . . . . . . . . . . . . . . . .8
30. Restrictions on transfer . . . . . . . . . . . . . . . . . . . . . . .8
31. Invalid transfers. . . . . . . . . . . . . . . . . . . . . . . . . . .8
32. Notice of refusal to register. . . . . . . . . . . . . . . . . . . . .8
33. Suspension of registration . . . . . . . . . . . . . . . . . . . . .9
34. No fee payable on registration . . . . . . . . . . . . . . . . . . . .9
35. Retention of transfers . . . . . . . . . . . . . . . . . . . . . . . .9
TRANSMISSION OF SHARES 9
36. Transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
37. Elections following transmission . . . . . . . . . . . . . . . . . . .9
38. Rights of persons entitled by transmission . . . . . . . . . . . . . .9
ALTERATION OF SHARE CAPITAL 10
39. Alterations permitted by ordinary resolution . . . . . . . . . . . . 10
40. New shares subject to these Articles . . . . . . . . . . . . . . . . 10
41. Fractions arising. . . . . . . . . . . . . . . . . . . . . . . . . . 10
42. Power to reduce capital . . . . . . . . . . . . . . . . . . . . . . 10
PURCHASE OF OWN SHARES 11
43. Power to purchase own shares . . . . . . . . . . . . . . . . . . . . 11
GENERAL MEETINGS 11
44. Types of general meeting . . . . . . . . . . . . . . . . . . . . . . 11
45. Annual general meetings . . . . . . . . . . . . . . . . . . . . . . 11
46. Class meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
47. Convening general meetings . . . . . . . . . . . . . . . . . . . . . 11
NOTICE OF GENERAL MEETINGS 12
48. Period of notice . . . . . . . . . . . . . . . . . . . . . . . . . . 12
49. Provision of notice . . . . . . . . . . . . . . . . . . . . . . . . 12
50. Contents of notice . . . . . . . . . . . . . . . . . . . . . . . . . 12
51. Accidental omission to give notice . . . . . . . . . . . . . . . . . 13
PROCEEDINGS AT GENERAL MEETINGS 13
52. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
53. If quorum not present . . . . . . . . . . . . . . . . . . . . . . . 13
54. Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
55. Directors entitled to speak . . . . . . . . . . . . . . . . . . . . 13
56. Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
57. Amendments to resolutions . . . . . . . . . . . . . . . . . . . . . 14
58. Methods of voting . . . . . . . . . . . . . . . . . . . . . . . . . 14
59. Declaration of result . . . . . . . . . . . . . . . . . . . . . . . 14
60. Withdrawal of demand for poll . . . . . . . . . . . . . . . . . . . 14
61. Conduct of poll . . . . . . . . . . . . . . . . . . . . . . . . . . 15
62. Chairman's casting vote . . . . . . . . . . . . . . . . . . . . . . 15
63. When poll to be taken . . . . . . . . . . . . . . . . . . . . . . . 15
64. Notice of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
65. Effectiveness of special and extraordinary resolutions . . . . . . . 15
66. Resolutions in writing . . . . . . . . . . . . . . . . . . . . . . . 15
VOTES OF MEMBERS 15
67. Right to vote . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
68. Votes of joint holders . . . . . . . . . . . . . . . . . . . . . . . 15
69. Member under incapacity . . . . . . . . . . . . . . . . . . . . . . 16
70. Calls in arrears . . . . . . . . . . . . . . . . . . . . . . . . . . 16
71. Objection to voting . . . . . . . . . . . . . . . . . . . . . . . . 16
72. Supplementary provisions on voting . . . . . . . . . . . . . . . . . 16
PROXIES AND CORPORATE REPRESENTATIVES 16
73. Appointment of proxy . . . . . . . . . . . . . . . . . . . . . . . . 16
74. Form of proxy - standard . . . . . . . . . . . . . . . . . . . . . . 16
75. Form of proxy - each way . . . . . . . . . . . . . . . . . . . . . . 17
76. Voting by appointor . . . . . . . . . . . . . . . . . . . . . . . . 17
77. Delivery of form of proxy . . . . . . . . . . . . . . . . . . . . . 17
78. Validity of form of proxy . . . . . . . . . . . . . . . . . . . . . 18
79. Corporate representatives . . . . . . . . . . . . . . . . . . . . . 18
80. Revocation of authority . . . . . . . . . . . . . . . . . . . . . . 18
NUMBER OF DIRECTORS 18
81. Limits on number of directors . . . . . . . . . . . . . . . . . . . 18
APPOINTMENT AND RETIREMENT OF DIRECTORS 18
82. No retirement by rotation . . . . . . . . . . . . . . . . . . . . . 18
83. Eligibility for election . . . . . . . . . . . . . . . . . . . . . . 18
84. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
85. Additional powers of the Company . . . . . . . . . . . . . . . . . . 19
86. Appointment by board . . . . . . . . . . . . . . . . . . . . . . . . 19
87. Age limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
88. No share qualification . . . . . . . . . . . . . . . . . . . . . . . 19
ALTERNATE DIRECTORS 20
89. Power to appoint alternates . . . . . . . . . . . . . . . . . . . . 20
90. Alternates entitled to receive notice . . . . . . . . . . . . . . . 20
91. Alternates representing more than one director . . . . . . . . . . . 20
92. Expenses and remuneration of alternates . . . . . . . . . . . . . . 20
93. Termination of appointment . . . . . . . . . . . . . . . . . . . . . 20
94. Method of appointment and revocation . . . . . . . . . . . . . . . . 20
95. Alternate not an agent of appointor . . . . . . . . . . . . . . . . 21
POWERS OF THE BOARD 21
96. Business to be managed by board . . . . . . . . . . . . . . . . . . 21
DELEGATION OF POWERS OF THE BOARD 21
97. Committees of the board . . . . . . . . . . . . . . . . . . . . . . 21
98. Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
99. Offices including the title "director" . . . . . . . . . . . . . . . 21
DISQUALIFICATION AND REMOVAL OF DIRECTORS 22
100. Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . 22
101. Power of Company to remove director . . . . . . . . . . . . . . . . 22
REMUNERATION OF NON-EXECUTIVE DIRECTORS 23
102. Ordinary remuneration . . . . . . . . . . . . . . . . . . . . . . . 23
103. Additional remuneration for special services . . . . . . . . . . . . 23
DIRECTORS' EXPENSES 23
104. Directors may be paid expenses . . . . . . . . . . . . . . . . . . . 23
EXECUTIVE DIRECTORS 23
105. Appointment to executive office . . . . . . . . . . . . . . . . . . 23
106. Termination of appointment to executive office . . . . . . . . . . . 23
107. Emoluments to be determined by the board . . . . . . . . . . . . . . 24
DIRECTORS' INTERESTS 24
108. Directors may contract with the Company . . . . . . . . . . . . . . 24
109. Notification of interests . . . . . . . . . . . . . . . . . . . . . 24
110. Exercise by Company of voting rights . . . . . . . . . . . . . . . . 25
GRATUITIES, PENSIONS AND INSURANCE 25
111. Gratuities and pensions . . . . . . . . . . . . . . . . . . . . . . 25
112. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
113. Directors not liable to account . . . . . . . . . . . . . . . . . . 25
PROCEEDINGS OF DIRECTORS 25
114. Convening meetings . . . . . . . . . . . . . . . . . . . . . . . . . 25
115. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
116. Powers of directors if number falls below minimum . . . . . . . . . 26
117. Chairman and deputy chairman . . . . . . . . . . . . . . . . . . . . 26
118. Validity of acts of the board . . . . . . . . . . . . . . . . . . . 26
119. Resolutions in writing . . . . . . . . . . . . . . . . . . . . . . . 26
120. Meetings by telephone, etc. . . . . . . . . . . . . . . . . . . . . 26
121. Directors' power to vote on contracts in which they are interested . 27
122. Exclusion of director from quorum . . . . . . . . . . . . . . . . . 27
123. Amendment of restrictions on voting . . . . . . . . . . . . . . . . 27
124. Division of proposals . . . . . . . . . . . . . . . . . . . . . . . 27
125. Decision of chairman final and conclusive . . . . . . . . . . . . . 27
SECRETARY 28
126. Appointment and removal of secretary . . . . . . . . . . . . . . . . 28
MINUTES 28
127. Minutes required to be kept . . . . . . . . . . . . . . . . . . . . 28
THE SEAL 28
128. Authority required for use of seal . . . . . . . . . . . . . . . . . 28
129. Official seal for use abroad . . . . . . . . . . . . . . . . . . . . 28
130. Execution of instrument as a deed under hand . . . . . . . . . . . . 28
131. Delivery of deeds . . . . . . . . . . . . . . . . . . . . . . . . . 28
CERTIFICATION 29
132. Certified copies . . . . . . . . . . . . . . . . . . . . . . . . . . 29
DIVIDENDS 29
133. Declaration of dividends . . . . . . . . . . . . . . . . . . . . . . 29
134. Interim dividends . . . . . . . . . . . . . . . . . . . . . . . . . 29
135. Apportionment of dividends . . . . . . . . . . . . . . . . . . . . . 29
136. Dividends in specie . . . . . . . . . . . . . . . . . . . . . . . . 29
137. Permitted deductions . . . . . . . . . . . . . . . . . . . . . . . . 30
138. Procedure for payment . . . . . . . . . . . . . . . . . . . . . . . 30
139. Interest not payable . . . . . . . . . . . . . . . . . . . . . . . . 30
140. Forfeiture of unclaimed dividends . . . . . . . . . . . . . . . . . 30
CAPITALISATION 30
141. Power to capitalise . . . . . . . . . . . . . . . . . . . . . . . . 30
RECORD DATES 31
142. Record dates for dividends, etc. . . . . . . . . . . . . . . . . . . 31
ACCOUNTS 31
143. Rights to inspect records . . . . . . . . . . . . . . . . . . . . . 31
144. Delivery of balance sheets and profit and loss accounts . . . . . . 32
NOTICES 32
145. When notice required to be in writing . . . . . . . . . . . . . . . 32
146. Method of giving notice . . . . . . . . . . . . . . . . . . . . . . 32
147. Deemed receipt of notice . . . . . . . . . . . . . . . . . . . . . . 32
148. Notice to persons entitled by transmission . . . . . . . . . . . . . 32
149. Notice to persons entitled by death or bankruptcy . . . . . . . . . 33
150. Transferees etc. bound by prior notice . . . . . . . . . . . . . . . 33
151. When notices deemed served . . . . . . . . . . . . . . . . . . . . . 33
WINDING UP 33
152. Liquidator may distribute in specie . . . . . . . . . . . . . . . . 33
153. Disposal of assets by liquidator . . . . . . . . . . . . . . . . . . 34
INDEMNITY 34
154. Indemnity to directors, officers, etc. . . . . . . . . . . . . . . . 34
COMPANY NO.: 2854848
THE COMPANIES ACTS 1985 AND 1989
PRIVATE COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
TREFN FABRICATIONS LIMITED
(INCORPORATED ON 20 SEPTEMBER 1993)
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PRELIMINARY
THE REGULATIONS IN TABLE A IN THE COMPANIES (TABLES A-F) REGULATIONS IN FORCE AT
THE DATE OF THE INCORPORATION OF THE COMPANY SHALL NOT APPLY TO THE COMPANY.
INTERPRETATION
1. DEFINITIONS
IN THESE ARTICLES, EXCEPT WHERE THE SUBJECT OR CONTEXT OTHERWISE REQUIRES, THE
WORDS DEFINED IN THE FIRST COLUMN OF THE FOLLOWING TABLE SHALL BEAR THE MEANINGS
SET OPPOSITE THEM RESPECTIVELY IN THE SECOND COLUMN.
THE ACT means The Companies Act 1985 including any modification or re-enactment
thereof for the time being in force.
THESE ARTICLES means these articles of association as altered from time to time
by special resolution.
THE AUDITORS means the auditors for the time being of the Company.
THE BOARD means the directors or any of them acting as the board of directors of
the Company.
CLEAR DAYS means the period excluding the day when a notice is given or deemed
to be given and the day for which it is given or on which it is to take effect.
THE COMPANIES ACTS has the meaning ascribed thereto by section 744 of the Act
and any enactment passed after those Acts which may, by virtue of that or any
other such enactment, be
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cited together with those Acts as the "Companies Acts" (with or without the
addition of an indication of the date of any such enactment).
A DIRECTOR means a director of the Company.
DIVIDEND means Dividend or bonus.
THE HOLDER means in relation to any shares the member whose name is entered in
the register as the holder of such shares.
A MEMBER means a member of the Company.
THE MEMORANDUM means the memorandum of association of the Company as amended
from time to time.
THE OFFICE means the registered office of the Company.
PAID means paid or credited as paid.
THE REGISTER means the register of members of the Company.
THE SEAL means the common seal of the Company and includes any official seal
kept by the Company by virtue of section 39 or 40 of the Act.
THE SECRETARY means the secretary of the Company and includes a joint,
assistant, deputy or temporary secretary and any other person appointed to
perform the duties of the secretary.
THE UNITED KINGDOM means Great Britain and Northern Ireland.
References to a document being executed include references to its being executed
under hand or under seal or by any other method.
References to writing include references to any visible substitute for writing
and to anything partly in one form and partly in another form.
Words denoting the singular number include the plural number and vice versa;
words denoting the masculine gender include the feminine gender; and words
denoting persons include corporations.
Save as aforesaid any words or expressions defined in the Act (but excluding any
statutory modification thereof not in force at the date of adoption of these
Articles) shall, if not inconsistent with the subject or context, bear the same
meaning in these Articles.
Subject to the preceding paragraph, references to any provision of any enactment
or of any subordinate legislation (as defined by section 21(1) of the
Interpretation Act 1978) include any modification or re-enactment of that
provision for the time being in force.
Headings are inserted for convenience only and do not affect the construction of
these Articles.
2
In these Articles, (a) powers of delegation shall not be restrictively construed
but the widest interpretation shall be given thereto; (b) the word "board" in
the context of the exercise of any power contained in these Articles includes
any committee consisting of one or more directors, any director holding
executive office and any local or divisional board, manager or agent of the
Company to which or, as the case may be, to whom the power in question has been
delegated; (c) no power of delegation shall be limited by the existence or,
except where expressly provided by the terms of delegation, the exercise of
that or any other power of delegation; and (d) except where expressly provided
by the terms of delegation, the delegation of a power shall not exclude the
concurrent exercise of that power by any other body or person who is for the
time being authorised to exercise it under these Articles or under another
delegation of the power.
SHARE CAPITAL
2. SHARES WITH SPECIAL RIGHTS
Subject to the provisions of the Companies Acts and without prejudice to any
rights attached to any existing shares or class of shares, any share may be
issued with such rights or restrictions as the Company may by ordinary
resolution determine or, subject to and in default of such determination, as the
board shall determine.
3. ALLOTMENT
Any shares proposed to be issued after the date of adoption of these Articles
shall first be offered to the members in proportion as nearly as may be to the
number of the existing shares held by them respectively unless the Company shall
by Special Resolution otherwise direct. The offer shall be made by notice
specifying the number of shares offered, and limiting a period (not being less
than fourteen days) within which the offer, if not accepted, will be deemed to
be declined. After the expiration of that period, those shares so deemed to be
declined shall be offered in the proportion aforesaid to the persons who have,
within the said period, accepted all the shares offered to them; such further
offer shall be made in the same manner and limited by a like period as the
original offer. Any shares not accepted pursuant to such offer or further offer
as aforesaid or not capable of being offered as aforesaid except by way of
fractions and any shares released from the provisions of this Article by such
Special Resolution as aforesaid shall be under the control of the directors, who
may allot, grant options over or otherwise dispose of the same to such persons,
on such terms, and in such manner as they think fit, provided that, in the case
of shares not accepted as aforesaid, such shares shall not be disposed of on
terms which are more favourable to the subscribers thereof than the terms on
which they were offered to the members. Subject to this Clause the directors are
unconditionally authorised for the purposes of Section 80 of the Act, to allot,
grant options over, or otherwise dispose of relevant securities up to the amount
of the share capital as at the date of adoption of these Articles at any time or
times during the period of five years from the date of adoption and at any time
thereafter pursuant to any offer or agreement made by the Company before the
expiry of this authority. Sub-sections 89(1) and 90(1) inclusive of the Act
shall be excluded from applying to the Company.
4. REDEEMABLE SHARES
Subject to the provisions of the Companies Acts, and without prejudice to any
rights attached to any existing shares or class of shares, shares may be issued
which are to be redeemed or are to be liable to be redeemed at the option of the
Company or the holder on such terms and in such manner as may be provided by
these Articles.
3
5. COMMISSIONS
The Company may exercise all powers of paying commissions or brokerage conferred
or permitted by the Companies Acts. Subject to the provisions of the Companies
Acts, any such commission or brokerage 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.
6. TRUSTS NOT RECOGNISED
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 these
Articles or by law) the Company shall not be bound by or recognise any interest
in any share (or in any fractional part of a share) except an absolute right to
the entirety thereof in the holder.
VARIATION OF RIGHTS
7. METHOD OF VARYING RIGHTS
Subject to the provisions of the Companies Acts, if at any time the capital of
the Company is divided into different classes of shares, the rights attached to
any class may (unless otherwise provided by the terms of issue of the shares of
that class) be varied or abrogated, whether or not the Company is being wound
up, either with the consent in writing of the holders of three-quarters in
nominal value of the issued shares of the class or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of
the shares of the class (but not otherwise).
8. WHEN RIGHTS DEEMED TO BE VARIED
For the purposes of this Article, unless otherwise expressly provided by the
rights attached to any shares or class of shares, those rights shall be deemed
to be varied by the reduction of the capital paid up on those shares otherwise
than by a purchase or redemption by the Company of its own shares and by the
allotment of other shares ranking in priority for payment of a dividend or in
respect of capital or which confer on the holders voting rights more favourable
than those conferred by such first mentioned shares, but shall not otherwise be
deemed to be varied by the creation or issue of other shares ranking pari passu
with, or subsequent to, such first mentioned shares or by the purchase or
redemption by the Company of any of its own shares.
SHARE CERTIFICATES
9. MEMBERS' RIGHTS TO CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled, 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 several certificates each for one or more of
his shares upon payment for every certificate after the first of such reasonable
sum as the board may from time to time determine. Every certificate 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 and, where
the Company has adopted a seal, sealed with the seal. 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. Shares of different classes may not be included in the
same certificate.
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10. REPLACEMENT CERTIFICATES
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 (with or without
security) and payment of any exceptional out-of-pocket expenses reasonably
incurred by the Company in investigating evidence and preparing the requisite
form of indemnity as the board may determine but otherwise free of charge, and
(in the case of defacement or wearing out) on delivery up of the old
certificate.
LIEN
11. COMPANY TO HAVE LIEN ON SHARES
The Company shall have a first and paramount lien on every share (not being a
fully paid share) for all moneys payable to the Company (whether presently or
not) in respect of that share. The board may at any time (generally or in
particular cases) waive any lien or declare any share to be wholly or in part
exempt from the provisions of this Article. The Company's lien on a share shall
extend to any amount (including dividends) payable in respect of it.
12. ENFORCEMENT OF LIEN BY SALE
The Company may sell, in such manner as the board determines, any share 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 or otherwise by operation of law, demanding
payment and stating that if the notice is not complied with the shares may be
sold.
13. GIVING EFFECT TO SALE
To give effect to any such sale the board 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 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 relation to the sale.
14. APPLICATION OF PROCEEDS
The net proceeds of the sale, after payment of the costs, shall be applied in or
towards payment or satisfaction of so much of the sum in respect of 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.
CALLS ON SHARES
15. POWER TO MAKE CALLS
Subject to the terms of allotment, the board may from time to time 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 part
and the
5
time fixed for payment of a call may be postponed in whole or part as the
board may determine. 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.
16. TIME WHEN CALL MADE
A call shall be deemed to have been made at the time when the resolution of the
board authorising the call was passed.
17. LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
18. INTEREST PAYABLE
If a call or any instalment of a call remains unpaid in whole or in part 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, such rate, not exceeding 15 per
cent. per annum or, if higher, the appropriate rate (as defined by the Act), as
may be determined by the board, but the board may waive payment of such interest
wholly or in part.
19. DEEMED CALLS
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 duly made and notified and payable on the date so
fixed or in accordance with the terms of the allotment, and if it is not paid
the provisions of these Articles shall apply as if that amount had become due
and payable by virtue of a call duly made and notified.
20. DIFFERENTIATION ON CALLS
Subject to the terms of allotment, the board may make arrangements on the issue
of shares for a difference between the allottees and/or holders in the amounts
and times of payment of calls on their shares.
21. PAYMENT OF CALLS IN ADVANCE
The board may, if it thinks fit, receive from any member willing to advance the
same all or any part of the moneys uncalled and unpaid upon any shares held by
him and such payment in advance of calls shall extinguish PRO TANTO the
liability upon the shares in respect of which it is made, and may pay upon all
or any of the moneys so advanced (until the same would but for such advance
become presently payable) interest at such rate not exceeding (unless the
Company by ordinary resolution may otherwise direct) 15 per cent. per annum or,
if higher, the appropriate rate (as defined in the Act) as may be agreed upon
between the board and such member.
FORFEITURE AND SURRENDER
22. NOTICE REQUIRING PAYMENT OF CALL
If a call or any instalment of a call remains unpaid in whole or in part
after it has become due and payable, the board may give to the person from
whom it is due not less than fourteen clear days' notice in writing requiring
payment of the amount unpaid together with any interest which may have
accrued and any costs, charges and expenses incurred by the Company by reason
of such non-payment. The notice shall name the place where payment is to be
made and shall state that
6
if the notice is not complied with the shares in respect of which the call
was made will be liable to be forfeited.
23. FORFEITURE FOR NON-COMPLIANCE
If any such notice is not complied with, any share in respect of which it was
given may, at any time before the payment required by the notice has been made,
be forfeited by a resolution of the board and the forfeiture shall include all
dividends or other moneys payable in respect of the forfeited shares and not
paid before the forfeiture. When any share has been forfeited, notice of the
forfeiture shall be served upon the person who was before the forfeiture the
holder of the share, and an entry of such notice having been given and of the
forfeiture with the date thereof shall forthwith be made in the register
opposite the entry of the share; but no forfeiture shall be invalidated by any
omission or neglect to give such notice or to make such entries.
24. SALE OF FORFEITED SHARES
Subject to the provisions of the Companies Acts, a forfeited share shall be
deemed to belong to the Company and may be sold, re-allotted or otherwise
disposed of on such terms and in such manner as the board determines, 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 disposal, the forfeiture may be
cancelled on such terms as the board thinks fit. Where for the purposes of its
disposal a forfeited share is to be transferred to any person the board may
authorise some person to execute an instrument of transfer of the share to that
person. The Company may receive the consideration given for the share on its
disposal and may register the transferee as holder of the share.
25. LIABILITY FOLLOWING FORFEITURE
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 thereon at the rate at which
interest was payable on those moneys before the forfeiture or, if no interest
was so payable, at such rate, not exceeding 15 per cent. per annum or, if
higher, the appropriate rate (as defined in the Act) as the board may determine,
from the date of forfeiture until payment, but the board 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.
26. SURRENDER
The board may accept the surrender of any share which it is in a position to
forfeit upon such terms and conditions as may be agreed and, subject to any such
terms and conditions, a surrendered share shall be treated as if it had been
forfeited.
27. EXTINCTION OF RIGHTS
The forfeiture of a share shall involve the extinction at the time of forfeiture
of all interest in and all claims and demands against the Company in respect of
the share and all other rights and liabilities incidental to the share as
between the person whose share is forfeited and the Company, except only such of
those rights and liabilities as are by these Articles expressly saved, or as are
by the Companies Acts given or imposed in the case of past members.
28. EVIDENCE OF FORFEITURE
A statutory declaration by a director or the secretary that a share has been
duly forfeited or surrendered on a specified date shall be conclusive evidence
of the facts stated in it as against all
7
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 purchase
money, 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, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
29. FORM AND EXECUTION OF TRANSFER
The instrument of transfer of a share may be in any usual form or in any other
form which the board may approve and shall be signed by or on behalf of the
transferor and, unless the share is fully paid, by or on behalf of the
transferee. An instrument of transfer need not be under seal.
30. RESTRICTIONS ON TRANSFER
Subject to Article 32 The board may, in its absolute discretion and without
giving any reason, refuse to register the transfer of a share which is not fully
paid, or does not otherwise comply with the provisions of Articles 31 or 32.
31. REGISTRATION OF TRANSFER
The directors must register the transfer of a share which is fully paid and
which:
(a) is lodged at the office or such other place as the directors may
reasonably appoint, is duly stamped and is accompanied by the certificate
for the shares to which it relates or such other evidence as the board
may reasonably require to show the right of transferor to make the
transfer;
(b) is in respect of only one class of shares; and
(c) is in favour of not more than four transferees.
32. TRANSFERS TO SECURED INSTITUTIONS
Notwithstanding anything contained in these Articles, the directors shall not
decline to and shall promptly register any transfer of shares, and they may not
suspend registration thereof where such transfer:
(a) is to any bank or institution to which such shares have been charged by
way of security, whether as agent and trustee for a group of banks or
institutions or otherwise or to any nominee or transferee of such a bank
or institution (a "Secured Institution"); or
(b) is delivered to the Company for registration by a Secured Institution or
its nominee in order to perfect its security over the shares; or
(c) is executed by a Secured Institution or its nominee pursuant to the power
of sale or other power under such security,
and furthermore notwithstanding anything to the contrary contained in these
Articles no transferor of any shares in the Company or proposed transferor of
such shares to a
8
Secured Institution or its nominee and no Secured Institution or its nominee
shall be required to offer the shares which are or are to be the subject of
any transfer aforesaid to the shareholders for the time being of the Company
or any of them, and no such shareholder shall have any right under the
Articles of Association or otherwise howsoever to require such shares to be
transferred to them whether for consideration or not.
33. NOTICE OF REFUSAL TO REGISTER
If the board refuses to register the transfer, it shall within 30 days after the
date on which the instrument of transfer was lodged with the Company send to the
transferee notice of the refusal.
34. NO FEE PAYABLE ON REGISTRATION
No fee shall be charged for the registration of any instrument of transfer or
other document relating to or affecting the title to any share.
35. RETENTION OF TRANSFERS
The Company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the board refuses to register
shall be returned to the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES
36. TRANSMISSION
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 (whether a sole or joint holder) from any liability in respect
of any share held by him.
37. ELECTIONS FOLLOWING TRANSMISSION
A person becoming entitled to a share in consequence of the death or bankruptcy
of a member or otherwise by operation of law may, upon such evidence being
produced as the board may properly require as to his entitlement, 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 the provisions of these Articles relating to the transfer of shares
shall apply to any such 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 or other event giving rise to the transmission had not occurred.
The board 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 sixty days the board may thereafter withhold payment of all
dividends or other moneys payable in respect of the share until the requirements
of the notice have been complied with.
38. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or bankruptcy
of a member or otherwise by operation of law shall, upon such evidence being
produced as the board may properly require as to his entitlement and subject to
the requirements of Article 37, have the same
9
rights in relation to the share as he would have had if he were the holder of
the share, and may give a discharge for all dividends and other moneys
payable in respect of the share, but he shall not, before being registered as
the holder of the share, be entitled in respect of it to receive notice of or
to attend or vote at any meeting of the Company or to receive notice of or to
attend or vote at any separate meeting of the holders of any class of shares
in the Company.
ALTERATION OF SHARE CAPITAL
39. ALTERATIONS PERMITTED BY ORDINARY RESOLUTION
The Company may by ordinary resolution:
(a) increase its share capital by such sum to be divided into shares of such
amount as the resolution prescribes;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) subject to the provisions of the Companies Acts, sub-divide its shares,
or any of them, into shares of smaller amount than is fixed by the
Memorandum 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.
40. NEW SHARES SUBJECT TO THESE ARTICLES
All new shares shall be subject to the provisions of these Articles with
reference to payment of calls, lien, forfeiture, transfer, transmission and
otherwise, and, unless otherwise provided by these Articles, by the resolution
creating the new shares or by the conditions of issue, the new shares shall be
unclassified shares.
41. FRACTIONS ARISING
Whenever as a result of a consolidation or sub-division of shares any fractions
arise, the board may settle the matter in any manner it deems fit and in
particular may sell shares representing fractions to which any members would
otherwise become entitled to any person (including, subject to the provisions of
the Companies Acts, the Company) and distribute the net proceeds of sale in due
proportion among those members, and the board may authorise some person to
execute an instrument of transfer of the shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the
application of the purchase moneys nor shall his title to the shares be affected
by any irregularity in or invalidity of the proceedings in relation to the sale.
42. POWER TO REDUCE CAPITAL
Subject to the provisions of the Companies Acts, the Company may by special
resolution reduce its share capital, any capital redemption reserve and any
share premium account in any way.
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PURCHASE OF OWN SHARES
43. POWER TO PURCHASE OWN SHARES
Subject to and in accordance with the provisions of the Companies Acts and
without prejudice to any relevant special rights attached to any class of
shares, the Company may purchase any of its own shares of any class (including
redeemable shares) and, if it is a private company, make a payment in respect of
the redemption or purchase of its own shares otherwise than out of distributable
profits of the company or the proceeds of a fresh issue of shares, at any price
(whether at par or above or below par), and so that any shares to be so
purchased may be selected in any manner whatsoever. Every contract for the
purchase of, or under which the Company may become entitled or obliged to
purchase, shares in the Company shall be authorised by such resolution of the
Company as may be required by the Companies Acts and by an extraordinary
resolution passed at a separate general meeting of the holders of each class of
shares (if any) which, at the date on which the contract is authorised by the
Company in general meeting, entitle them, either immediately or at any time
later on, to convert all or any of the shares of that class held by them into
equity share capital of the Company.
GENERAL MEETINGS
44. TYPES OF GENERAL MEETING
All general meetings of the Company other than annual general meetings shall be
called extraordinary general meetings.
45. ANNUAL GENERAL MEETINGS
The board shall convene and the Company shall hold general meetings as annual
general meetings in accordance with the requirements of the Act.
46. CLASS MEETINGS
All provisions of these Articles relating to general meetings of the Company
shall, mutatis mutandis, apply to every separate general meeting of the holders
of any class of shares in the capital of the Company, except that:
(a) the necessary quorum shall be two persons holding or representing by
proxy at least one-third in nominal value of the issued shares of the
class or, at any adjourned meeting of such holders, one holder present in
person or by proxy, whatever the amount of his holding, who shall be
deemed to constitute a meeting; and
(b) any holder of shares of the class present in person or by proxy may
demand a poll; and
(c) each holder of shares of the class shall, on a poll, have one vote in
respect of every share of the class held by him.
47. CONVENING GENERAL MEETINGS
Subject to the provisions of Article 48, the board may call general meetings
whenever and at such times and places as it shall determine and, on the
requisition of members pursuant to the provisions of the Companies Acts, shall
forthwith proceed to convene an extraordinary general
11
meeting in accordance with the requirements of the Companies Acts. If there
are not within the United Kingdom sufficient directors to call a general
meeting, any director or any member of the Company may call a general meeting.
NOTICE OF GENERAL MEETINGS
48. PERIOD OF NOTICE
An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution, elective 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 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.
49. PROVISION OF NOTICE
Subject to the provisions of these 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, to
each of the directors, to the auditors for the time being of the Company and if
required under the Companies Acts, the former auditors of the Company.
50. CONTENTS OF NOTICE
The notice shall specify the time and place of the meeting and, in the case of
special business, the general nature of such business. All business shall be
deemed special that is transacted at an extraordinary general meeting and also
all business that is transacted at an annual general meeting with the exception
of:-
(a) the declaration of dividends;
(b) the consideration and adoption of the accounts and balance sheet and the
reports of the directors and auditors and other documents required to be
annexed to the accounts;
(c) the appointment and re-appointment of directors;
(d) the appointment of auditors where special notice of the resolution for
such appointment is not required by the Companies Acts; and
(e) the fixing of, or the determining of the method of fixing, the
remuneration of the directors and/or auditors.
The notice shall, in the case of an annual general meeting, specify the meeting
as such, and, in the case of a meeting to pass a special, extraordinary or
elective resolution, specify the intention to propose the resolution as a
special, extraordinary, or elective resolution, as the case may be.
12
The notice shall state with reasonable prominence that a member entitled to
attend and vote at the meeting being called is entitled to appoint one or more
proxies to attend and vote instead of him, and that a proxy need not also be a
member.
51. ACCIDENTAL OMISSION TO GIVE NOTICE
The accidental omission to give notice of a meeting to any person entitled to
receive the same, or the non-receipt of a notice of meeting by any such person,
shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
52. QUORUM
No business shall be transacted at any general meeting unless a quorum is
present, but the absence of a quorum shall not preclude the choice or
appointment of a chairman, which shall not be treated as part of the business of
the meeting. Save as otherwise provided by these Articles, one person, if and
for so long as the Company has only one member, and one person being a member
and being a proxy for a member or two persons, if and for so long as the Company
has two or more members, 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, shall be a quorum.
53. IF QUORUM NOT PRESENT
If such a quorum is not present within five minutes (or such longer time not
exceeding thirty minutes as the chairman of the meeting may decide to wait) from
the time appointed for the meeting, or if during a meeting such a quorum ceases
to be present, the meeting, if convened on the requisition of members, shall be
dissolved, and in any other case shall stand adjourned to such time and place as
the chairman of the meeting may determine. If at the adjourned meeting a quorum
is not present within fifteen minutes after the time appointed for holding the
meeting, the meeting shall be dissolved.
54. CHAIRMAN
The chairman, if any, of the board or, in his absence, any deputy chairman of
the Company or, in his absence, some other director nominated by the board,
shall preside as chairman of the meeting, but if neither the chairman, deputy
chairman nor such other director (if any) is present within five minutes after
the time appointed for holding the meeting or is not willing to act as chairman,
the directors present shall elect one of their number to be chairman. If there
is only one director present and willing to act, he shall be chairman. If no
director is willing to act as chairman, or if no director is present within five
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.
55. DIRECTORS ENTITLED TO SPEAK
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.
56. ADJOURNMENTS
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
13
have been transacted at the meeting had the adjournment not taken place.
When a meeting is adjourned for thirty days or more or for an indefinite
period, at least seven Clear days' notice shall be given specifying the time
and place of the adjourned meeting and the general nature of the business to
be transacted. Otherwise it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
57. AMENDMENTS TO RESOLUTIONS
If an amendment shall be proposed to any resolution under consideration but
shall in good faith be ruled out of order by the chairman of the meeting, the
proceedings on the substantive resolution shall not be invalidated by any error
in such ruling. With the consent of the chairman of the meeting, an amendment
may be withdrawn by its proposer before it is voted upon. In the case of a
resolution duly proposed as a special or extraordinary resolution, no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.
58. METHODS OF VOTING
A resolution put to the vote of a general meeting shall be decided on a show of
hands unless, before or on the declaration of the result of a vote on the show
of hands or on the withdrawal of any other demand for a poll, a poll is duly
demanded. Subject to the provisions of the Companies Acts, a poll may be
demanded by:
(a) the chairman of the meeting; or
(b) at least two members present in person or by proxy having the right to
vote at the meeting; or
(c) any member or members present in person or by proxy representing not less
than one-tenth of the total voting rights of all the members having the
right to vote at the meeting; or
(d) any member or members present in person or by proxy 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.
59. DECLARATION OF RESULT
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.
60. WITHDRAWAL OF DEMAND FOR POLL
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.
If the demand for a poll is withdrawn, the chairman or any other member entitled
may demand a poll.
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61. CONDUCT OF POLL
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.
62. CHAIRMAN'S CASTING VOTE
In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman shall not be entitled to a casting vote in addition to any other
vote he may have.
63. WHEN POLL TO BE TAKEN
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.
64. NOTICE OF POLL
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.
65. EFFECTIVENESS OF SPECIAL AND EXTRAORDINARY RESOLUTIONS
Where for any purpose an ordinary resolution of the Company is required, a
special or extraordinary resolution shall also be effective and where for any
purpose an extraordinary resolution is required a special resolution shall also
be effective.
66. RESOLUTIONS IN WRITING
Subject to the provisions of the Companies Acts, 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 properly
convened and held and may consist of several instruments in the like form each
executed by or on behalf of one or more of the members.
VOTES OF MEMBERS
67. RIGHT TO VOTE
Subject to any rights or restrictions attached to any shares, on a show of hands
every member who is present in person or by proxy shall have one vote and on a
poll every member present in person or by proxy shall have one vote for every
share of which he is the holder.
68. VOTES OF JOINT HOLDERS
In the case of joint holders of a share 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 for this purpose seniority shall be
determined by the order in which the names of the holders stand in the register.
15
69. MEMBER UNDER INCAPACITY
A member in respect of whom an order has been made by any court or official
having jurisdiction (whether in the United Kingdom 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 or official, and any such receiver, curator bonis or other person
may, on a poll, vote by proxy. Evidence to the satisfaction of the board 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 these 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 the right to vote is to be exercised and in default the right to vote
shall not be exercisable.
70. CALLS IN ARREARS
No member shall be entitled to 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.
71. OBJECTION TO VOTING
No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting or poll at which the vote objected to is tendered,
and every vote not disallowed at such meeting shall be valid. Any objection
made in due time shall be referred to the chairman whose decision shall be final
and conclusive.
72. SUPPLEMENTARY PROVISIONS ON VOTING
On a poll votes may be given either personally or by proxy. A member entitled to
more than one vote need not, if he votes, use all his votes or cast all the
votes he uses in the same way.
PROXIES AND CORPORATE REPRESENTATIVES
73. APPOINTMENT OF PROXY
An instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney or, if the appointor is a corporation, either under
its common seal or the hand of a duly authorised officer, attorney or other
person authorised to sign it.
74. FORM OF PROXY - STANDARD
The instrument appointing a proxy shall be executed by or on behalf of the
appointer 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 names[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__."
75. FORM OF PROXY - EACH WAY
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 _____ _____ _____ 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 names[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.
Signed on _____ _____ 19__."
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 on _____ _____ 19__."
76. VOTING BY APPOINTOR
Delivery of an instrument appointing a proxy shall not preclude a member from
attending and voting in person at the meeting or poll concerned. A member may
appoint more than one proxy to attend on the same occasion.
77. DELIVERY OF FORM OF PROXY
The instrument appointing a proxy and any power of attorney or other written
authority under which it is executed or an office or notarially certified copy
or a copy certified in accordance with the Powers of Attorney Act 1971 of such
power or written authority shall be deposited at the office or at such other
place within the United Kingdom 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 appointed for holding the meeting
or adjourned meeting at which the person named in the instrument proposes to
vote and an instrument of proxy which is not deposited or delivered in a manner
so permitted shall be invalid. No instrument of proxy shall be valid after the
expiration of twelve months from the date stated in it as the date of its
execution. When two or more valid but differing instruments of proxy are
delivered in respect of the same share for use at the same meeting, the one
which was delivered last (regardless of its date or of the date of its
execution) shall be treated as replacing and revoking the others as regards that
share; if the Company is unable to determine which was delivered last, none of
them shall be treated as valid in respect of that share.
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78. VALIDITY OF FORM OF PROXY
The instrument of proxy shall, unless the contrary is stated in it, be deemed
to confer authority to vote as the proxy thinks fit on any amendment of a
resolution put to the meeting for which the proxy is given and on any resolution
put to the meeting, whether or not notice of such resolution was given in the
notice of meeting. The instrument of proxy shall, unless the contrary is stated
therein, be valid as well for any adjournment of the meeting as for the meeting
to which it relates.
79. CORPORATE REPRESENTATIVES
Any corporation or corporation sole which is a member of the Company may (in the
case of a corporation, by resolution of its directors or other governing body or
by authority to be given under seal or under the hand of an officer duly
authorised by it) authorise such person as it thinks fit to act as its
representative at any meeting of the Company or at any separate meeting of the
holders of any class of shares. A person so authorised shall be entitled to
exercise the same power on behalf of the grantor of the authority as the grantor
could exercise if it were an individual member of the Company and the grantor
shall for the purposes of these Articles be deemed to be present in person at
any such meeting if a person so authorised is present at it.
80. REVOCATION OF AUTHORITY
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 a poll taken otherwise than on the same day as the meeting or
adjourned meeting) the time appointed for taking the poll.
NUMBER OF DIRECTORS
81. LIMITS ON NUMBER OF DIRECTORS
Unless otherwise determined by ordinary resolution, the number of directors
(other than alternate directors) shall be not less than one but shall not be
subject to any maximum in number. Wheresoever the minimum number of directors
shall be one, a sole director shall have authority to exercise all the powers
and discretions by the Act and/or by these expressed to be vested in the
directors generally.
APPOINTMENT AND RETIREMENT OF DIRECTORS
82. NO RETIREMENT BY ROTATION
The directors shall not be required to retire by rotation.
83. ELIGIBILITY FOR ELECTION
No person shall be appointed a director at any general meeting unless:
(a) he is recommended by the board; or
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(b) not less than six nor more than thirty-five Clear days before the date
appointed for the meeting, notice executed by a member qualified to vote
at the meeting (not being the person to be proposed) has been given to
the Company of the intention to propose that person for appointment
stating the particulars which would, if he were so appointed or
reappointed, be required to be included in the Company's register of
directors, together with notice executed by that person of his
willingness to be appointed.
84. NOTICE
Not less than seven nor more than twenty-eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are
entitled to receive notice of the meeting of any person who is recommended by
the directors for appointment as a director at the meeting or in respect of whom
notice has been duly given to the company of the intention to propose him at the
meeting for appointment or reappointment as a director. The notice shall give
the particulars of that person which would, if he were so appointed, be required
to be included in the company's register of directors.
85. ADDITIONAL POWERS OF THE COMPANY
Subject as aforesaid, the Company may appoint a person who is willing to act to
be a director either to fill a vacancy or as an additional director:
(a) by ordinary resolution of the members in general meeting; or
(b) by notice in writing left at the registered office.
86. APPOINTMENT BY BOARD
The board may appoint a person who is willing to act to be a director, either to
fill a vacancy or as an additional director, provided that the appointment does
not cause the number of directors to exceed the number, if any, fixed by or in
accordance with these Articles as the maximum number of directors. A director
so appointed shall hold office only until the next following annual general
meeting. If not reappointed at such annual general meeting, he shall vacate
office at the conclusion thereof.
87. AGE LIMIT
No person shall be disqualified from being appointed or reappointed a director,
and no director shall be required to vacate that office, by reason only of the
fact that he has attained the age of seventy years or any other age nor shall it
be necessary by reason of his age to give special notice under the Companies
Acts of any resolution. Where the board convenes any general meeting of the
Company at which (to the knowledge of the board) a director will be proposed for
appointment or reappointment who at the date for which the meeting is convened
will have attained the age of seventy years or more, the board shall give notice
of his age in years in the notice convening the meeting or in any document
accompanying the notice, but the accidental omission to do so shall not
invalidate any proceedings, or any appointment or reappointment of that
director, at that meeting.
88. NO SHARE QUALIFICATION
A director shall not be required to hold any shares of the Company by way of
qualification.
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ALTERNATE DIRECTORS
89. POWER TO APPOINT ALTERNATES
Any director (other than an alternate director) may appoint any other director,
or any other person approved by resolution of the board and willing to act, to
be an alternate director and may remove from office an alternate director so
appointed by him.
90. ALTERNATES ENTITLED TO RECEIVE NOTICE
An alternate director shall be entitled to receive notice of all meetings of the
board and of all meetings of committees of the board of which his appointor is a
member, to attend and vote at any such meeting at which his appointor is not
personally present, and generally to perform all the functions of his appointor
(except as regards power to appoint an alternate) as a director in his absence.
It shall not be necessary to give notice of such a meeting to an alternate
director who is absent from the United Kingdom.
91. ALTERNATES REPRESENTING MORE THAN ONE DIRECTOR
A director or any other person may act as alternate director to represent more
than one director, and an alternate director shall be entitled at meetings of
the board or any committee of the board to one vote for every director whom he
represents (and who is not present) in addition to his own vote (if any) as a
director, but he shall count as only one for the purpose of determining whether
a quorum is present.
92. EXPENSES AND REMUNERATION OF ALTERNATES
An alternate director may be repaid by the Company such expenses as might
properly have been repaid to him if he had been a director but shall not in
respect of his services as an alternate director be entitled to receive any
remuneration from the Company [except such part (if any) of the remuneration
otherwise payable to his appointer as such appointer may by notice in writing to
the Company from time to time direct]. An alternate director shall be entitled
to be indemnified by the Company to the same extent as if he were a director.
93. TERMINATION OF APPOINTMENT
An alternate director shall cease to be an alternate director:
(a) 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;
(b) on the happening of any event which, if he were a director, would cause
him to vacate his office as director; or
(c) if he resigns his office by notice to the Company.
94. METHOD OF APPOINTMENT AND REVOCATION
Any appointment or removal of an alternate director shall be by notice to the
Company signed by the director making or revoking the appointment and shall take
effect in accordance with the terms of the notice (subject to any approval
required by Article 89) upon receipt of such notice at the office.
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95. ALTERNATE NOT AN AGENT OF APPOINTOR
Save as otherwise expressly provided in these Articles, an alternate director
shall be deemed for all purposes to be a director and, accordingly, except where
the context otherwise requires, references to a director shall be deemed to
include a reference to an alternate director. An alternate director 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 THE BOARD
96. BUSINESS TO BE MANAGED BY BOARD
Subject to the provisions of the Companies Acts, the Memorandum and these
Articles and to any directions given by special resolution, the business of the
Company shall be managed by the board which may pay all expenses incurred in
forming and registering the Company and 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 board which would have been valid if that
alteration had not been made or that direction had not been given. The powers
given by this Article shall not be limited by any special power given to the
board by these Articles and a meeting of the board at which a quorum is present
may exercise all powers exercisable by the board.
DELEGATION OF POWERS OF THE BOARD
97. COMMITTEES OF THE BOARD
The board may delegate any of its powers to any committee consisting of one or
more directors. The board may also delegate to any director holding any
executive office such of its powers as the board considers desirable to be
exercised by him. Any such delegation shall, in the absence of express
provision to the contrary in the terms of delegation, be deemed to include
authority to sub-delegate to one or more directors (whether or not acting as a
committee) or to any employee or agent of the Company all or any of the powers
delegated and may be made subject to such conditions as the board may specify,
and may be revoked or altered. The board may co-opt on to any such committee
persons other than directors, who may enjoy voting rights in the committee. The
co-opted members shall be less than one-half of the total membership of the
committee and a resolution of any committee shall be effective only if a
majority of the members present are directors. Subject to any conditions
imposed by the board, the proceedings of a committee with two or more members
shall be governed by these Articles regulating the proceedings of directors so
far as they are capable of applying.
98. AGENTS
The board may, by power of attorney or otherwise, appoint any person or persons
to be the agent or agents of the Company for such purposes, with such powers,
authorities and discretions (not exceeding those vested in the board) and on
such conditions as the board determines, including authority for the agent or
agents to delegate all or any of his or their powers, authorities and
discretions, and may revoke or vary such delegation.
99. OFFICES INCLUDING THE TITLE "DIRECTOR"
The board may appoint any person to any office or employment having a
designation or title including the word "director" or attach to any existing
office or employment with the Company
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such a designation or title and may terminate any such appointment or the use
of any such designation or title. The inclusion of the word "director" in
the designation or title of any such office or employment shall not imply
that the holder is a director of the Company, nor shall the holder thereby be
empowered in any respect to act as, or be deemed to be, a director of the
Company for any of the purposes of these Articles.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
100. DISQUALIFICATION
The office of a director shall be vacated if:
(a) he ceases to be a director by virtue of any provisions of the Companies
Acts or these Articles 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 shall apply to the court for an interim order
under section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under that Act; 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 1983 or, in
Scotland, an application for admission under the Mental Health
(Scotland) Act 1960; or
(ii) an order is made by a court having jurisdiction (whether in the
United Kingdom 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) (not being a director holding office as such for a fixed term) 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 board from meetings of the board held during that
period and his alternate director (if any) shall not during such period
have attended in his stead and the board resolves that his office be
vacated.
101. POWER OF COMPANY TO REMOVE DIRECTOR
Subject to the provisions of the Companies Acts a director may be removed from
office forthwith by:-
(a) (and notwithstanding any provision of these Articles or of any
agreement between the Company and such director but without
prejudice to any claim he may have for damages for breach of any
such agreement) ordinary resolution of the members of the Company
passed at a general meeting of which special notice has been
given;
(b) written resolution of the members of the Company; or
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(c) notice in writing left at the registered office of the Company and
signed by the holder(s) of not less than 75% of the voting rights
attaching to the shares for the time being issued.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
102. ORDINARY REMUNERATION
The ordinary remuneration of the directors who do not hold executive office for
their services (excluding amounts payable under any other provision of these
Articles) shall not exceed in aggregate L10,000 per annum or such higher amount
as the Company may from time to time by ordinary resolution determine. Subject
thereto, each such director shall be paid a fee (which shall be deemed to accrue
from day to day) at such rate as may from time to time be determined by the
board.
103. ADDITIONAL REMUNERATION FOR SPECIAL SERVICES
Any director who does not hold executive office and who serves on any committee
of the directors, by the request of the board goes or resides abroad for any
purpose of the Company or otherwise performs special services which in the
opinion of the directors are outside the scope of the ordinary duties of a
director, may (without prejudice to the provisions of Article 102) be paid such
extra remuneration by way of salary, commission or otherwise as the board may
determine.
DIRECTORS' EXPENSES
104. DIRECTORS MAY BE PAID EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of the board or
committees of the board or general meetings or separate meetings of the holders
of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties.
EXECUTIVE DIRECTORS
105. APPOINTMENT TO EXECUTIVE OFFICE
Subject to the provisions of the Companies Acts, the board may appoint one or
more of its body to be the holder of any executive office (except that of
auditor) 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, including
terms as to remuneration, as the board determines, and any remuneration which is
so determined may be in addition to or in lieu of any ordinary remuneration as a
director. The board may revoke or vary any such appointment but without
prejudice to any rights or claims which the person whose appointment is revoked
or varied may have against the Company by reason thereof.
106. TERMINATION OF APPOINTMENT TO EXECUTIVE OFFICE
Any appointment of a director to an executive office shall terminate if he
ceases to be a director but without prejudice to any rights or claims which he
may have against the Company by reason
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of such cesser. A director appointed to an executive office shall not ipso
facto cease to be a director if his appointment to such executive office
terminates.
107. EMOLUMENTS TO BE DETERMINED BY THE BOARD
The emoluments of any director holding executive office for his services as such
shall be determined by the board, and may be of any description, and (without
limiting the generality of the foregoing) may include admission to or
continuance of membership of any scheme (including any share acquisition scheme)
or fund instituted or established or financed or contributed to by the Company
for the provision of pensions, life assurance or other benefits for employees or
their dependants, or the payment of a pension or other benefits to him or his
dependants on or after retirement or death, apart from membership of any such
scheme or fund.
DIRECTORS' INTERESTS
108. DIRECTORS MAY CONTRACT WITH THE COMPANY
Subject to the provisions of the Companies Acts, and provided that he has
disclosed to the board 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 act by himself or his firm in a professional capacity for the Company
(otherwise than as auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a director;
(c) 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
(d) 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 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.
109. NOTIFICATION OF INTERESTS
For the purposes of Article 108:
(a) a general notice given to the board 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.
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110. EXERCISE BY COMPANY OF VOTING RIGHTS
The board may exercise the voting power conferred by the shares in any body
corporate held or owned by the Company in such manner in all respects as it
thinks fit (including the exercise thereof in favour of any resolution
appointing its members or any of them directors of such body corporate, or
voting or providing for the payment of remuneration to the directors of such
body corporate).
GRATUITIES, PENSIONS AND INSURANCE
111. GRATUITIES AND PENSIONS
The board may (by establishment of or maintenance of schemes or otherwise)
provide benefits, whether by the payment of gratuities or pensions or by
insurance or otherwise, for any past or present director or employee of the
Company or any of its subsidiaries or any body corporate associated with, or any
business acquired by, any of them, 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.
112. INSURANCE
Without prejudice to the provisions of Article 154, the board shall have the
power to purchase and maintain insurance for or for the benefit of any persons
who are or were at any time directors, officers, or employees or auditors of the
Company, or of any other company which is its holding company or in which the
Company or such holding company has any interest whether direct or indirect or
which is in any way allied to or associated with the Company, or of any
subsidiary undertaking of the Company or any such other company, or who are or
were at any time trustees of any pension fund or employee share scheme in which
employees of the Company or any such other company or subsidiary undertaking are
interested, including (without prejudice to the generality of the foregoing)
insurance against any liability incurred by such persons in respect of any act
or omission in the actual or purported execution or discharge of their duties or
in the exercise or purported exercise of their powers or otherwise in relation
to their duties, powers or offices in relation to the Company or any such other
company, subsidiary undertaking, pension fund or employee share scheme.
113. DIRECTORS NOT LIABLE TO ACCOUNT
No director or former director shall be accountable to the Company or the
members for any benefit provided pursuant to this Article and the receipt of any
such benefit shall not disqualify any person from being or becoming a director
of the Company.
PROCEEDINGS OF DIRECTORS
114. CONVENING MEETINGS
Subject to the provisions of these Articles, the board may regulate its
proceedings as it thinks fit. A director may, and the secretary at the request
of a director shall, call a meeting of the board. Notice of a board meeting
shall be deemed to be properly given to a director if it is given to him
personally or by word of mouth or sent in writing to him at his last known
address or any other
25
address given by him to the Company for this purpose. 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. Any director may
waive notice of a meeting and any such waiver may be retrospective.
115. QUORUM
The quorum for the transaction of the business of the board may be fixed by the
board 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. Any director who ceases to be a director at a board
meeting may continue to be present and to act as a director and be counted in
the quorum until the termination of the board meeting if no director objects.
116. POWERS OF DIRECTORS IF NUMBER FALLS BELOW MINIMUM
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 minimum, the continuing directors or director may act only
for the purpose of filling vacancies or of calling a general meeting.
117. CHAIRMAN AND DEPUTY CHAIRMAN
The board may appoint one of their number to be the chairman, and one of their
number to be the deputy chairman, of the board and may at any time remove either
of them from such office. Unless he is unwilling to do so, the director
appointed as chairman, or in his stead the director appointed as deputy
chairman, shall preside at every meeting of the board at which he is present.
If there is no director holding either of those offices, or if neither the
chairman nor the deputy chairman is willing to preside or neither of them is
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.
118. VALIDITY OF ACTS OF THE BOARD
All acts done by a meeting of the board, or of a committee of the board, or by a
person acting as a director or alternate director, shall, notwithstanding that
it be afterwards discovered that there was a defect in the appointment of any
director or any member of the committee or alternate director or that any of
them were disqualified from holding office, or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a director or, as the case may be, an
alternate director and had been entitled to vote.
119. RESOLUTIONS IN WRITING
A resolution in writing signed by all the directors entitled to receive notice
of a meeting of the board or of a committee of the board (not being less than
the number of directors required to form a quorum of the board) shall be as
valid and effectual as if it had been passed at a meeting of the board or (as
the case may be) a committee of the board duly convened and held and for this
purpose:
(a) a resolution may consist of several documents to the same effect each
signed by one or more directors;
(b) a resolution signed by an alternate director on behalf of his appointor
need not also be signed by his appointor; and
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(c) a resolution signed by a director who has appointed an alternate director
need not also be signed by the alternate director in that capacity.
120. MEETINGS BY TELEPHONE, ETC.
Without prejudice to the first sentence of Article 115, a meeting of the board
or of a committee of the board may consist of a conference between directors who
are not all in one place, but of whom each is able (directly by telephonic
communication, video link or via the internet) to speak to each of the others,
and to be heard by each of the others simultaneously. A director taking part in
such a conference shall be deemed to be present in person at the meeting and
shall be entitled to vote or be counted in a quorum accordingly. Such a meeting
shall be deemed to take place where the largest group of those participating in
the conference is assembled, or, if there is no such group, where the chairman
of the meeting then is. The word MEETING in these Articles shall be construed
accordingly.
121. DIRECTORS' POWER TO VOTE ON CONTRACTS IN WHICH THEY ARE INTERESTED
Save as otherwise provided by these Articles, a director may vote at a meeting
of the board or a committee of the board on any resolution of the board
concerning a matter in which he has, directly or indirectly, any kind of
interest whatsoever, and if he shall vote on any such resolution as aforesaid
his vote shall be counted; and in relation to any such vote as aforesaid he
shall (whether or not he shall vote on the same) be taken into account in the
quorum present at the meeting.
122. EXCLUSION OF DIRECTOR FROM QUORUM
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.
123. AMENDMENT OF RESTRICTIONS ON VOTING
The Company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of these
Articles prohibiting a director from voting at a meeting of the board or of a
committee of the board, or ratify any transaction not duly authorised by reason
of a contravention of any such provision.
124. DIVISION OF PROPOSALS
Where proposals are under consideration concerning the appointment (including
fixing or varying the terms of appointment) of two or more directors to offices
or employments with the Company or any body corporate in which the Company is
interested, the proposals may be divided and considered in relation to each
director separately and in such cases each of the directors concerned shall be
entitled to vote and be counted in the quorum in respect of each resolution
except that concerning his own appointment.
125. DECISION OF CHAIRMAN FINAL AND CONCLUSIVE
If a question arises at a meeting of the board or of a committee of the board as
to the entitlement of a director to vote or be counted in a quorum, 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 except in a case where the nature or extent of the
interests of the director concerned have not been fairly disclosed. If any such
question arises in respect of the chairman of the meeting, it shall be decided
by resolution of the board (on which the chairman shall not vote) and such
resolution will be final and conclusive except in a case where the nature and
extent of the interests of the chairman have not been fairly disclosed.
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SECRETARY
126. APPOINTMENT AND REMOVAL OF SECRETARY
Subject to the provisions of the Companies Acts, the secretary shall be
appointed by the board for such term, at such remuneration and upon such
conditions as it may think fit; and any secretary so appointed may be removed by
the board, but without prejudice to any claim for damages for breach of any
contract of service between him and the Company.
MINUTES
127. MINUTES REQUIRED TO BE KEPT
The board shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of officers made by the board; and
(b) of all proceedings at meetings of the Company, of the holders of any
class of shares in the Company, of the board, and of committees of the
board, including the names of the directors present at each such meeting.
Any such minutes, if purporting to be signed by the chairman of the meeting to
which they relate or of the meeting at which they are read, shall be sufficient
evidence without any further proof of the facts therein stated.
THE SEAL
128. AUTHORITY REQUIRED FOR USE OF SEAL
The seal shall only be used by the authority of a resolution of the board or of
a committee of the board. The board may determine who shall sign any instrument
to which the seal is affixed and unless otherwise so determined it shall be
signed by at least one director and the secretary or by at least two directors.
129. OFFICIAL SEAL FOR USE ABROAD
The company may exercise the powers conferred by section 39 of the Act with
regard to having an official seal for use abroad.
130. EXECUTION OF INSTRUMENT AS A DEED UNDER HAND
Where the Act so permits, any instrument signed, with the authority of a
resolution of the board or of a committee of the board, by one director and the
secretary or by two directors and expressed to be executed by the Company as a
deed shall have the same effect as if executed under the seal, provided that no
instrument which makes it clear on its face that it is intended by the persons
making it to have effect as a deed shall be signed without the authority of the
board.
131. DELIVERY OF DEEDS
A document which is executed by the Company as a deed shall not be deemed to be
delivered by the Company solely as a result of its having been executed by the
Company.
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CERTIFICATION
132. CERTIFIED COPIES
Any director or the secretary or any person appointed by the board for the
purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company or the
holders of any class of shares of the Company or the board or any committee of
the board, and any books, records, documents and accounts relating to the
business of the Company, and to certify copies thereof or extracts therefrom as
true copies or extracts. A document purporting to be a copy of a resolution, or
the minutes of or an extract from the minutes of a meeting of the Company or the
holders of any class of shares of the Company or of the board or any committee
of the board that is certified as aforesaid shall be conclusive evidence in
favour of all persons dealing with the Company upon the faith thereof that such
resolution has been duly passed or, as the case may be, that such minutes or
extract is a true and accurate record of proceedings at a duly constituted
meeting.
DIVIDENDS
133. DECLARATION OF DIVIDENDS
Subject to the provisions of the Companies Acts, 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 board.
134. INTERIM DIVIDENDS
Subject to the provisions of the Companies Acts, the board may declare and
pay interim dividends if it appears to the board that they are justified by
the profits of the Company available for distribution. If the share capital
is divided into different classes, the board may declare and 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 declared or paid on shares
carrying deferred or non-preferred rights if, at the time of declaration or
payment, any preferential dividend is in arrear. The board may also declare
and pay at intervals settled by it any dividend payable at a fixed rate if it
appears to the board that the profits available for distribution justify the
payment. Provided the board acts in good faith it shall not incur any
liability to the holders of shares conferring preferred rights for any loss
they may suffer by the declaration or lawful payment of an interim dividend
on any shares having deferred or non-preferred rights.
135. APPORTIONMENT OF DIVIDENDS
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; but no amount paid on a share in advance of the
date on which a call is payable shall be treated for the purposes of this
Article as paid on the share. 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.
136. DIVIDENDS IN SPECIE
A general meeting declaring a dividend may, upon the recommendation of the
board, by ordinary resolution direct that it shall be satisfied wholly or partly
by the distribution of assets, and in
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particular of paid up shares or debentures of any other body corporate, and,
where any difficulty arises in regard to the distribution, the board may
settle the same as it thinks fit and in particular may issue fractional
certificates or authorise any person to sell and transfer any fractions or
disregard fractions altogether, and may 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.
137. PERMITTED DEDUCTIONS
The board may deduct from any dividend or other moneys payable to any member in
respect of a share any moneys presently payable by him to the Company in respect
of that share.
138. PROCEDURE FOR PAYMENT
Any dividend or other moneys payable in respect of a share may be paid by cheque
or warrant sent by post to the registered address of the holder or 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 or otherwise
by operation of law, to the registered address of that one of those persons who
is first named in the register or to such person and to such address as the
person or persons entitled may in writing direct. Every such cheque or warrant
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 shall
be sent at the risk of the person entitled, 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. Any such dividend or other money may
also be paid by any other method (including direct debit, bank transfer and
dividend warrant) which the board considers appropriate.
139. INTEREST NOT PAYABLE
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.
140. FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date when it
became due for payment shall, if the board so resolves, be forfeited and cease
to remain owing by the Company. The payment by the board of any unclaimed
dividend or other moneys payable in respect of a share into a separate account
shall not constitute the Company a trustee thereof.
CAPITALISATION OF PROFITS AND RESERVES
141. POWER TO CAPITALISE
The board may with the authority of an ordinary resolution of the Company:
(a) subject as hereinafter provided, resolve to capitalise any undistributed
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 any reserve or other fund, including the Company's share
premium account and capital redemption reserve, if any;
(b) appropriate the sum resolved to be capitalised to the members or any
class of members on the record date specified in the relevant resolution
who would have been entitled to it if it were distributed by way of
dividend and in the same proportions and apply such
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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, debentures or
other obligations of the Company of a nominal amount equal to that
sum, and allot the shares, debentures or other obligations 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 redemption reserve, and any profits
which are not available for distribution may, for the purposes of this
Article, only be applied in paying up unissued shares to be allotted
to members credited as fully paid;
(c) make such provision by authorising the sale and transfer to any person of
fractions to which any members would become entitled or may issue
fractional certificates or may resolve that the distribution be made as
nearly as practicable in the correct proportion but not exactly so or may
ignore fractions altogether or resolve that cash payments be made to any
members in order to adjust the rights of all parties or otherwise as (in
each case) the board determines where shares or debentures become, or
would otherwise become, distributable under this Article in fractions;
(d) authorise any person to enter on behalf of all the members concerned into
an agreement with the Company providing for either:-
(i) the allotment to such members respectively, credited as fully
paid, of any shares, debentures or other obligations to which they
are entitled upon such capitalisation; or
(ii) the payment up by the Company on behalf of such members (by the
application thereto of their respective proportions of the profits
resolved to be capitalised) of the amounts, or any part of the
amounts, remaining unpaid on their existing shares,
and any agreement made under such authority shall be binding on all such
members; and
(e) generally do all acts and things required to give effect to such
resolution as aforesaid.
RECORD DATES
142. RECORD DATES FOR DIVIDENDS, ETC.
Notwithstanding any other provision of these Articles, the Company or the board
may fix any date as the record date for any dividend, distribution, allotment or
issue, and such record date may be on or at any time before or after any date on
which the dividend, distribution, allotment or issue is declared, paid or made.
ACCOUNTS
143. RIGHTS TO INSPECT RECORDS
No member shall (as such) have any right of inspecting any accounting records or
other book or document of the Company except as conferred by statute or
authorised by the board or by ordinary resolution of the Company or order of a
court of competent jurisdiction.
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144. DELIVERY OF BALANCE SHEETS AND PROFIT AND LOSS ACCOUNTS
A copy of every balance sheet and profit and loss account (including any
documents required by law to be annexed thereto) which is to be laid before the
Company in general meeting and of the directors' and auditors' reports shall, at
least twenty-one days previously to the meeting, be delivered or sent by post to
every member and to every debenture holder of the Company of whose address the
Company is aware, and to every other person who is entitled to receive notice of
meetings from the Company under the provisions of the Companies Acts or of these
Articles or, in the case of joint holders of any share or debenture, to one of
the joint holders, provided that the requirements of this Article shall be
deemed satisfied in relation to any member by sending to such member, where
permitted by the Companies Acts and instead of such copies, a summary financial
statement derived from the Company's annual accounts and the report of the
directors and prepared in the form and containing the information prescribed by
the Companies Acts and any regulations made thereunder.
NOTICES
145. WHEN NOTICE REQUIRED TO BE IN WRITING
Any notice to be given to or by any person pursuant to these Articles shall be
in writing except that a notice calling a meeting of the board need not be in
writing.
146. METHOD OF GIVING NOTICE
The Company may serve or deliver any notice or other document on or to a member
either personally, by sending it by post in a prepaid envelope, or by facsimile
or telex 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 or other
documents shall be served on or delivered to the joint holder whose name stands
first in the register in respect of the joint holding and any notice or other
document so served or delivered shall be deemed for all purposes sufficient
service on or delivery to all the joint holders. A member whose registered
address is not within the United Kingdom and who gives to the Company an address
within the United Kingdom at which notices may be given to him shall be entitled
to have notices given to him at that address, but otherwise:
(a) no such members shall be entitled to receive any notice from the Company;
and
(b) without prejudice to the generality of the foregoing, any notice of a
general meeting of the Company which is in fact given or purports to be
given to such members shall be ignored for the purpose of determining the
validity of the proceedings at such general meeting.
147. DEEMED RECEIPT OF NOTICE
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.
148. NOTICE TO PERSONS ENTITLED BY TRANSMISSION
A notice or other document may be served or delivered by the Company on or to
the persons entitled by transmission to a share, whether in consequence of the
death or bankruptcy of a member or otherwise by sending or delivering it, in any
manner authorised by these Articles for the service or delivery of a notice or
other document on or to a member, addressed to them by
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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 United
Kingdom supplied for that purpose by the persons claiming to be so entitled.
Until such an address has been supplied, a notice or other document may be
served or delivered in any manner in which it might have been served or
delivered if the death or bankruptcy or other event giving rise to the
transmission had not occurred.
149. NOTICE TO PERSONS ENTITLED BY DEATH OR BANKRUPTCY
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 these 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 United Kingdom 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.
150. TRANSFEREES ETC. BOUND BY PRIOR NOTICE
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, has
been duly given to a person from whom he derives his title.
151. WHEN NOTICES DEEMED SERVED
Proof that an envelope containing a notice was properly addressed, prepaid and
posted shall be conclusive evidence that the notice was given. A notice sent by
post shall be deemed to be given:
(a) if sent by first class post from an address in the United Kingdom or
another country to another address in the United Kingdom or, as the case
may be, that other country, on the day following that on which the
envelope containing it was posted;
(b) if sent by airmail from an address in the United Kingdom to an address
outside the United Kingdom, on the day following that on which the
envelope containing it was posted; and
(c) in any other case, on the second day following that on which the envelope
containing it was posted.
A notice sent by facsimile transmission shall be deemed given at the time the
notice is received.
WINDING UP
152. LIQUIDATOR MAY DISTRIBUTE IN SPECIE
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
Insolvency Act 1986, 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 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.
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153. DISPOSAL OF ASSETS BY LIQUIDATOR
The power of sale of a liquidator shall include a power to sell wholly or
partially for shares or debentures or other obligations of another body
corporate, either then already constituted or about to be constituted for the
purpose of carrying out the sale.
INDEMNITY
154. INDEMNITY TO DIRECTORS, OFFICERS, ETC.
Subject to the provisions of the Companies Acts but without prejudice to any
indemnity to which a director may otherwise be entitled, every director or other
officer or auditor of the Company shall be indemnified out of the assets of the
Company against all costs, charges, losses, expenses and liabilities incurred by
him in the execution or discharge of his duties or the exercise of his powers or
otherwise in relation thereto, including (but without limitation) any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour (or the proceedings are otherwise disposed
of without any finding or admission of any material breach of duty on his part)
or in which he is acquitted or in connection with any application in which
relief is granted to him by the court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs of the Company.
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Name and Address of the Subscriber(s) Signature(s) of the Subscriber(s)
NAME Waterlow Nominees Limited Waterlow Nominees Limited
ADDRESS Classic House
174-180 Old Street
London EC1V 9BP
NAME Waterlow Secretaries Waterlow Secretaries Limited
ADDRESS Limited
Classic House
174-180 Old Street
London EC1V 9BP
DATED this 1st of June 1993
Witness to the above signature: Zoe Dolphin
Witness Signature: Zoe Dolphin
Witness Address: Classic House
174-180 Old Street
London EC1V 9BP
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