Exhibit 3.10
LAWS OF THE TURKS AND CAICOS ISLANDS, B.W.I
The Companies Ordinance, 1981.
MEMORANDUM OF ASSOCIATION
OF
CONCERT CONSULTANTS INTERNATIONAL INC.
Capital $5,000 Dollars U.S.
Shares: 5,000 Common Shares
Registered Office:
TEMPLE TRUST COMPANY LTD.
Temple Building
Tropicana Plaza
Leeward Highway
Providenciales
Turks & Caicos Islands
British West Indies
MEMORANDUM OF ASSOCIATION
OF
CONCERT CONSULTANTS INTERNATIONAL INC.
The Companies Ordinance
Laws of the Turks and Caicos Islands
Company Limited by Shares
1. The name of the Company is CONCERT CONSULTANTS INTERNATIONAL INC.
2. The Registered Office of the Company will be situated at Temple Building,
Tropicana Plaza, Leeward Highway, Providenciales, Turks and Caicos Islands,
B.W.I.
3. The objects for which the Company is established are:
3.1(a) To operate as an investment and trading company in any form of
investment, whether to be stocks, bonds, mutual funds, or any other investments
whatsoever.
3.1(b) To conduct and carry on the business of a holding company, and to
transact all business which Holding Companies are authorized and empowered to
transact in and by the provisions of the laws of the Turks and Caicos Islands.
3.1(c) To act as agent for others in the investment of funds or the promotion of
companies and undertakings, and to conduct the general business of holding,
investment, promoting and brokerage corporations and real estate agencies.
3.1(d) To carry on the business of a finance and investment company and to
invest in shares, stocks, bonds, debentures and other securities and other
evidence of indebtedness and obligations issued or guaranteed by any
corporation, company, chartered bank, association, partnership, syndicate,
entity, person or governmental, municipal or public authority, domestic or
foreign, and to lend money without security or upon the security of real or
personal property and to change, alter or realize upon any investments and to
re-invest any monies which may at any time be available for that purpose;
3.1(e) To manage, act as holding, fiscal or financial agent or otherwise as
agent for or on behalf of any company, individual, partnership, joint venture,
agency or organization.
3.1(f) To act as broker for any of those entities set forth in 1(e).
3.1(g) To lend and advance money or give credit to such persons, companies or
entities on such terms as may seem expedient, and in particular to customers and
others having dealings with the Company and to guarantee the performance of any
contract, liabilities or obligation and the payment of money of or by such
persons, companies or entities and generally to give guarantees and indemnities.
3.1(h) To receive money on loan and borrow or raise money in such manner as the
Company shall think fit, and in particular by the issue of bonds, debentures, or
debenture stock (perpetual or otherwise) and to secure the repayment of any
money borrowed, raised or owing by mortgage, charge, encumbrance or lien upon
all or any of the property or assets of the Company (both present and future)
including its uncalled capital, and also by a similar mortgage, charge,
encumbrance or lien to secure and guarantee the performance by the Company or
any other person or company of any obligation undertaken by the Company or any
other person or company as the case may be.
3.1(i) To apply for, promote, and obtain under any law of any country,
territory, state, province, city, municipality, colony, or protectorate any
charter, privilege, concession, licence or authorization capable of being
granted, issued or otherwise obtained from any government, whether national,
state, provincial, city, colonial, territorial, regional, or that of a
protectorate, or municipality enabling the Company to carry any of its objects
into effect or for extending any of the powers of the Company or for any other
purpose which may seem expedient, and to oppose any proceedings or applications
which may seem calculated directly or indirectly to prejudice the interests of
the Company.
3.1(j) To carry on the business of either a wholesale or retail establishment
which shall include but not be limited to the import, export, sale and or lease
of foodstuffs, package goods, beer, wine, spirits, beverages, automobiles,
scooters, motorcycles, boats, construction equipment, construction and building
materials and supplies, furniture and fixtures, mechanical, electrical, boat,
motorcycle or automobile parts, office equipment and supplies, artwork, jewelry,
clothing and leisure products.
3.2 To purchase, take on lease or exchange, or otherwise acquire lands,
buildings and hereditaments of any tenure or description anywhere outside of the
Turks & Caicos Islands and any estate or interest in any rights connected with
any such lands, buildings and hereditaments.
3.3 To purchase for investment or resale and to deal in land and other property
of any tenure and any interest therein and to make advances upon the security of
land or other property, or any interest therein and to deal in the traffic by
way of sale, mortgage, lease, exchange or other property whether real or
personal and generally to carry on the business of a developer, Landlord,
Farmer, Real Estate Broker, Agent or Dealers in all of its branches.
3.4 To develop and turn to account land acquired by the Company or in which the
Company is interested and in particular by laying out and preparing the same for
building purposes, constructing, altering, pulling down, decorating,
maintaining, furnishing, fitting up and improving buildings, and by planting,
paving, draining, farming, cultivating, letting on building lease or building
agreement and by advancing money to and into contracts and arrangements of all
kinds with builders, tenants and others.
3.5 To construct, maintain, improve, develop, work, control and manage any
waterworks, gasworks, reservoirs, coals, tramways, electric power, heat and
light supply works, telephone works, hotel, clubs, restaurants, pleasure
grounds, parks, gardens, reading rooms, stores,
shops, dairies and other works and conveniences which the Company may think
directly or indirectly conductive to these objects and to contribute or
otherwise assist or take part in the construction, maintenance, development,
working, control and management thereof.
3.6 To carry on all or any of the following businesses namely, builders and
contractors, decorators, merchants and dealers in stone, sand, lime, bricks,
timber, hardware and all other building requisites, brick and tiles and
terracotta makers, jobmasters, carriers, licensed victuallers and house agents.
3.7 To lend money with or without security and generally to lend to such persons
and upon such terms and conditions as the Company may think fit and in
particular to persons undertaking to build on or improve any property in which
the Company is interested and to tenants, builders and contractors.
3.8 To undertake and exercise any trusts the undertaking of which may seem to
the Company desirable.
3.9 To act as agents or attorneys for the transaction of any business, the
management of estates, the sale of property, the investment and collection of
moneys, rents, interests, dividends, mortgages, bonds, bills, notes and other
securities.
3.10 To remunerate any person or persons or corporation for services rendered,
or to be rendered, in placing or assisting to place, or guaranteeing the placing
of any share of the Company's capital, or any debentures or other securities of
the Company, or in or about the formation or promotion of the Company or its
business.
3.11 To use funds or stock of the Company to purchase or acquire the capital
stock, bonds or other securities of any other Company, corporation or individual
carrying on or engaging or engaged in any business which the Company is
empowered to carry on or engage in; and to acquire, hold, pledge, hypothecate or
otherwise dispose of such shares, bonds or other securities.
3.12 To manufacture, purchase, or otherwise acquire, hold, own, mortgage, sell,
assign and transfer, invest, trade, deal in, and deal with goods, wares and
merchandise and property of every class and description.
3.13 To issue paid up shares, debentures, debenture stock, debenture bonds, or
other securities of the Company in payment or part payment of any property,
shares, stocks, debentures, debenture stock, bonds, obligations or other
securities, rights and easements which may be acquired by the Company for any
services rendered to or work done for the Company and in or towards the payment
or satisfaction of debts and liabilities owing to the Company.
3.14 To carry on business, whether of a general trading or commercial character
or otherwise, which may seem to the Company capable of being conveniently
carried on in connection the Company's property or rights.
3.15 To acquire and undertake the whole or any part of the business, property
and liabilities of any person or company carrying on business which this company
is authorized to carry on, or possessed of property suitable for the purpose of
this Company and to amalgamate with any other company having objects altogether
or in part similar to those of this Company.
3.16 To enter into partnership or into any arrangements for sharing profits,
union of interest, cooperation, joint venture, reciprocal concessions, or
otherwise, with any person or company carrying on or engaged in, or about to
carry on or engage in any business or transaction which the Company is
authorized to carry on or engaged in, or any business or transaction capable of
being conducted directly or indirectly to benefit this Company.
3.17 To take, or otherwise acquire and hold shares and securities in any other
Company having objects altogether or in part similar to those of this Company,
or carrying on any business capable of being conducted so as directly or
indirectly to benefit this Company and to hold, release, with or without
guarantee, sell or otherwise deal with the same.
3.18 To enter into any arrangements with government or authorities, municipal,
local or otherwise, that may seem conductive to the Company's objects or any of
them and to obtain from any such government or authority any right, privileges
and concessions which the Company may think it desirable to obtain and carry
out, exercise and comply with any such arrangements, rights, privileges and
concessions.
3.19 To promote any company or companies for the purpose of acquiring and
undertaking all or any of the property and liabilities of this Company, or for
any other purpose which may seem directly or indirectly calculated to benefit
this Company.
3.20 To invest, reinvest and deal with moneys and funds of the Company, not
immediately required upon such securities and in such manner as may from time to
time be determined.
3.21 To borrow or raise or secure payment of money in such other manner as the
Company shall think fit, and in particular by the issue of debenture or
debenture stock (perpetual or otherwise), bonds, mortgages, preference shares or
other securities, charged upon any of the Company's property (both present and
future) including its uncalled capital, and to redeem or pay off any such
securities.
3.22 To raise and to assist in raising money for, and to aid by way of bonus,
loan, promise, endorsement, guarantee or otherwise, any company whatsoever and
to give security for any such promise, endorsement, guarantee or other form of
aid and to secure the payment and performance of any and all bonds, contracts or
other obligations of any company in any manner whatsoever and without limiting
the generality of the foregoing, by way of mortgage or other charge upon all or
part of the Company's assets and undertaking.
3.23 To draw, make, accept, indorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
3.24 To sell, issue or otherwise dispose of the assets, property and
undertakings of the Company or any part thereof for such consideration as the
Company may think fit, and in particular for shares, debentures, bonds,
mortgages or all other securities of any other company.
3.25 To adopt such means of making known the business of the Company, as may
seem expedient.
3.26 To procure the Company to be registered and recognized in any part of the
world.
3.27 To sell, improve, manage, develop. manage lease, mortgage, dispose, turn to
account, or otherwise to deal with all or part of the property and rights of the
Company.
3.28 To do all or any of the above acts and things and to have and exercise all
or any of the above powers in the same manner and with the same force and effect
as if the Company were individuals or as principals, agents, contractors,
trustees or otherwise and whether alone or in conjunction with others.
3.29 To distribute in specie by way of dividends or otherwise, among
shareholders, customers or employees of the Company any share or securities
belonging to the Company or property or assets of the Company.
3.30 To conduct its business in foreign countries and to have an office, or more
than one office, and to keep the books of the Company outside of the Turks &
Caicos Islands except as otherwise provided by law.
3.31 To do all such other things as are incidental or conductive to the
attainment of the above objects or any of them.
3.32 To carry out those activities and business set forth in the First Schedule
to the Companies Ordinance 1981 not included herein in addition to those objects
set forth herein.
3.33 For greater certainty it is declared, the objects of the company shall be
unrestricted and the company shall have all the powers and discretions of a
natural person of full capacity.
And it is hereby declared that:
4. The liability of the members of the Company is limited to the amount unpaid
on any shares issued to them.
5. The authorized capital of the Company is five thousand dollars ($5,000.00)
divided into five thousand (5,000) shares with a nominal or par value of one
dollar (US$1.00) each, with power to divide the shares in the capital for the
time being, whether original or increased into several classes and to attach
hereto respectively any preferential, deferred, qualified or special rights,
privileges or conditions whether as to voting or otherwise.
6. The Articles of Association of the Company shall be those set forth in the
document entitled "Articles of Association" and attached hereto, subject to
repeal, amendment, alteration or addition as provided therein or in the
Companies Ordinance of the Turks and Caicos Islands.
7.(a) the word "Company" in this clause except where used in reference to this
Company shall be deemed to include any partnership or other body or persons
whether domiciled in the Turks and Caicos Islands or elsewhere and
7.(b) the objects specified in each of the paragraphs of this clause shall be
regarded as independent objects and accordingly shall in no way be limited or
restricted (except where otherwise expressed in such paragraph) by reference to
or inference from the terms of any other paragraph or the name of the Company,
but may be carried out in as full and ample a manner and constructed in as wide
a sense as if each of the said paragraphs defined the objects of a separate and
distinct company.
8. The Board of Directors of the Company until otherwise determined as provided
in the Articles of Association, shall consist of members and the first Directors
of the Company, with their names, occupations and places of residence, shall be
the following:
TEMPLE DIRECTORS LTD.
McLEAN BUILDING, PROVIDENCIALES,
(TURKS & CAICOS COMPANY)
Per:______________________________________________
Authorized Signatory
The first Directors shall hold office until the first annual meeting of
the company, or until such earlier time as may be determined by the
shareholders thereof at an extraordinary or special general meeting,
and the subsequent Directors shall be elected at either an
extraordinary or special meeting of the shareholders or the annual
meeting of the shareholders by a majority vote of the shares
represented at such meeting, but such Directors shall hold office until
their successors are appointed. The management and working of the
Company shall be under the control of the Board of Directors from time
to time subject to the provisions of the Companies Ordinance of the
Turks and Caicos Islands.
We, the several persons whose names and addresses are
subscribed, are desirous of being formed into a company in pursuance of this
Memorandum of Association and we respectively agree to take the number of shares
of the Capital set opposite our respective names.
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Names and Addresses and Description Number of Shares
of the subscribers Taken by Each Subscriber
- --------------------------------------------------------------------------------
WINDSOR NOMINEES LTD.
TROPICANA PLAZA
LEEWARD HIGHWAY
PROVIDENCIALES
BRITISH WEST INDIES
(A Turks & Caicos Corporation) (2) TWO SHARES
Per:_______________________________________________
Authorized Signatory
DATED at Providenciales, Turks & Caicos Islands, B.W.I.
this 4th day of February, 1999.
Witness:_______________________________________
VERONICA BEEN
Occupation: CORPORATE PARALEGAL
of: PROVIDENCIALES, TURKS & CAICOS ISLANDS
ARTICLES OF ASSOCIATION
OF
CONCERT CONSULTANTS INTERNATIONAL INC.
Table "B"
(Section 21)
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
The Company hereby adopts Table "B" of the Companies
Ordinance, 1981.
- --------------------------------------------------------------------------------
NAME, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
- --------------------------------------------------------------------------------
WINDSOR NOMINEES LTD.
TROPICANA PLAZA
LEEWARD HIGHWAY
PROVIDENCIALES
TURKS & CAICOS ISLANDS
B.W.I.
A TURKS AND CAICOS COMPANY
Per:______________________________________________
Authorized Signatory
DATED at Providenciales, Turks & Caicos Islands, British West Indies.
this 4th day of February, 1999.
Witness:______________________________________
VERONICA BEEN
Occupation: CORPORATE PARALEGAL
of: PROVIDENCIALES, TURKS & CAICOS ISLANDS
AFFIDAVIT OF DECLARATION
IN THE MATTER OF THE
I, ANDREW L. MEADE Authorized
COMPANIES ORDINANCE, 1981,
Signatory of subscribing company Windsor
TURKS & CAICOS ISLANDS
Nominees Ltd., Providenciales, Turks & Caicos
Islands, British West Indies, DECLARE on behalf
of the said subscribers:
TO WIT:
1. THAT I have personal knowledge of the business intentions of a company known
as CONCERT CONSULTANTS INTERNATIONAL INC. be registered with the Companies
Branch of the Turks & personal knowledge of the business intentions of a company
known as Caicos Islands as an exempt company.
2. THAT to the best of my knowledge and belief the operations of the said
CONCERT CONSULTANTS INTERNATIONAL INC. be conducted mainly outside the Turks &
Caicos Islands.of my knowledge and belief the operations of the said company
3. THAT I, ANDREW L. MEADE elect pursuant to Section 180 of the Companies
Ordinance, 1981, on behalf of said company to be classified as an Exempted
Company within the meaning of Section 180 of the said Ordinance.
4. THAT I, ANDREW L. MEADE make this Declaration believing it to be true within
the scope of my knowledge of the affairs of the Company.
----------------------------------------
DATED this 4th day of February A.D., 1999.
Witness:_________________________________________
VERONICA BEEN
Occupation: CORPORATE PARALEGAL
of: PROVIDENCIALES, TURKS & CAICOS ISLANDS Ref:9-105