Exhibit 3.4
IBC No. 330915
[GRAPHIC OMITTED]
territory of the british virgin islands
the international business companies act, cap. 291
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
Cathayonline (BVI) Ltd.
INCORPORATED THE 30th DAY OF June, 1999.
territory of the british virgin islands
the international business companies act, cap. 291
MEMORANDUM OF ASSOCIATION OF
CathayOnline (BVI) Ltd.
1. The Name of the Company is CathayOnline (BVI) Ltd.
2. The Registered Office of the Company will be situate at Tropic
Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin
Islands or at such other place within the British Virgin Islands
as the directors may from lime to lime determine.
3. The Registered Agent of the Company will be Integro Corporate
Services (BVI) limited, Tropic Isle Building, P.O. Box 438, Road
Town, Tortola, British Virgin Islands or such other person or
company being a person or company entitled to act as a registered
agent as the directors may from time to time determine.
4. The Objects for which the Company is established are:
(1) To buys sell, underwrite, invest in, exchange or otherwise
acquire, and to hold, manage, develop, deal with and turn to
account any bonds, debentures, shares (whether fully paid or
not), stocks, options, commodities, futures, forward
contracts, notes or securities of governments, states,
municipalities, public authorities or public or private
limited or unlimited companies in any part of the wodd,
precious metals, gems, works of art and other artides of
value, and whether on a cash or margin basis and including
short sales, and to lend money either unsecured or against
the security of any of the aforementioned property
(2) To buy, own, hold, subdivide, lease, sell, rent, prepare
building sites, construct, reconstruct, alter, improve,
decorate, furnish, operate, maintain, reclaim or otherwise
deal with and/or develop land and buildings and otherwise
deal in real estate in all its branches, to make advances
upon the security of land or houses or other property or any
interest therein, and whether erected or in course of
erection and whether on first mortgage or charge or subject
to a prior mortgage or mortgages or charge or charges, and
to develop land and buildings as may seem expedient but
without prejudice to the generality of the foregoing.
(3) To borrow or raise money by the issue of debentures,
debenture stock (perpetual or terminable), bonds, mortgages,
or any other securities founded or based upon all or any of
the assets or property of the Company or without any
security and upon such terms as to priority or otherwise as
the Company shall think fit.
(4) To guarantee loans and to lend money with or without
guarantee or security to any persons, firms or corporations.
(5) To engage in any other business or businesses whatsoever; or
in any acts or activities, which are not prohibited under
any law for the time being in force in the British Virgin
Islands.
(6) To do all such other things as are incidental to or the
Company may think conducive to the attainment of all or any
of the above objects.
And it is hereby declared that the intention is that each of the
objects specified in each paragraph of this dause shall, except
where otherwise expressed in such paragraph, be an independent
main object and be in nowise flmited or restricted by reference
to or inference from the terms of any other paragraph or the name
of the Company.
5. (1) The Company has no power to:
(a) carry on business with persons resident in the British
Virgin Islands;
(b) own an interest in real property situate in the British
Virgin Islands, other than a lease referred to in
paragraph (e) of subsection (2);
(c) carry on banking or trust business, unless it is
licensed under the Banks and Trust Companies Act, 1990;
(d) carry on business as an insurance or reinsurance
company, insurance agent or insurance broker, unless it
is licensed under an enactment authorizing it to carry
on that business;
(e) carry on the business of company management unless it
is licensed under the Company Management Act, 1990; or
(f) carry on the business of providing the registered
office or the registered agent for companies
incorporated in the British Virgin Islands.
(2) For purposes of paragraph (a) of subsection (1), the company
shall not be treated as carrying on business with persons
resident in the British Virgin Islands by reason only that:
(a) it makes or maintains deposits with a person carrying
on banking business within the British Virgin Islands;
(b) it makes or maintains professional contact with
solicitors, banisters, accountants, bookkeepers, trust
companies, administration companies, investment
advisers or other similar persons carrying on business
within the British Virgin Islands;
(c) it prepares or maintains books and records within the
British Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings
of its directors or members;
(e) it holds a lease of property for use as an office from
which to communicate with members or where books and
records of the company are prepared or maintained;
(f) it holds shares, debt obligations or other securities
in a company incorporated under the International
Business Companies Act or under the Companies Act; or
(g) shares, debt obligations or other securities in the
company are owned by any person resident in the British
Virgin Islands or by any company incorporated under the
International Business Companies Act or under the
Companies Act.
6. The shares in the Company shall be issued in the currency of the
United States of America.
7. The authorised capital of the Company is US$50,000 divided into
50,000 shares with a par value of US$1.00 each. The directors
shall have the authority to determine by resolution at their
discretion whether shares are to be issued as registered shares
or to bearer.
8. The shares shall be divided into such number of classes and
series as the directors shall by resolution from time to time
determine and until so divided shall comprise one dass and
series.
9. The directors shall by resolution have the power to issue any
class or series of shares that the Company is authorised to issue
in its capital, original or increased, with or subject to any
designations, powers, preferences, rights, qualifications,
limitations and restrictions.
10. Shares issued as registered shares may be exchanged for shares
issued to bearer, and shares issued to bearer may be exchanged
for registered shares.
11. Where shares are issued to bearer, the bearer, identified for
this purpose by the number of the share certificate, shall be
requested to give to the Company the name and address of an agent
or attorney for service of any notice, information or written
statement required to be given to members, and service upon such
agent or attorney shall constitute service upon the bearer of
such shares. In the absence of such name and address being given
it shall be sufficient for purpose of service for the Company to
publish the notice, information or written statement in one or
more newspapers published or circulated in the British Virgin
Islands and in a newspaper in the place where the Company has its
principal office.
12. The Company shall by a resolution of members or by a resolution
of directors have the power to amend or modify any of the
conditions contained in this. Memorandum of Association and to
increase or reduce the authonsed capital of the Company in any
way which may be permitted by law.
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WE. the undersigned Registered Agent, subscribe our name to this Memorandum of
Association.
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NAME, ADDRESS AND DESCRIP11ON OF SUBSCRIBER
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Integro Corporate Services (BVI) Limited
Tropic Isle Building
P.O. Box 438
Road Town, Tortola
British Virgin Islands
Registered Agent CLAUDE1TE I. FRANCIS (Sdg.)
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Authorised Signatory
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DATED this 30th day of June, 1999.
WITNESS to the above signature: V. JOSEPH (Sdg.)
---------------------------
Road Town
Tortola
British Virgin Islands
(intentionally left blank)
(intentionally left blank)
territory of the british virgin islands
the international business companies act, cap. 291
ARTICLES OF ASSOCIATION OF
CathayOnline (BVI) Ltd.
1. References in these Articles to the Act shall mean The
International Business Companies Act, Cap. 291. The
following Regulations shall constitute the Artides of the
Company. In these Articles words and expressions defined in
the Act shall have the same meaning and, unless otherwise
required by the context, the singular shall indude the
plural and vice-versa, the masculine shall indude the
feminine and neuter and references to persons shall indude
corporations and all legal entities capable of having a
legal existence.
SHARES
2. The authorised capital of the Company is US$50,000
divided into 50,000 shares with a par value of US$1
each, which may be issued as either registered shares
or as shares issued to bearer as the directors may by
resolution determine.
3. Every person whose name is entered as a member in the
share register being the holder of registered shares,
and every person who subscribes for shares issued to
bearer, shall, without payment, be entitled to a
certificate signed by two directors or two officers or
by one director and one officer of the Company or under
the common seal of the Company with or without the
signature of any director or officer of the Company
specifying the share or shares held and the par value
thereof, provided that in respect of a registered
share, or shares, held jointly by several persons the
Company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share
to one of several joint holders shall be sufficient
delivery to all.
4. In the case of bearer shares, each certificate for
shares issued to bearer shall carry an identifying
number, and the Company shall maintain a register of
the name and address of an agent or attorney which may
be given to the Company by the bearer, identified for
this purpose by such identifying number, for service of
any notice, information or written statement required
to be given to members.
5. If a certificate is worn out or lost it may be renewed
on production of the worn-out certificate, or on
satisfactory proof of its loss together with such
indemnity as the directors may reasonably require. Any
member receiving a share certificate shall indemnify
and hold the Company and its officers harmless from any
loss or liability which it or they may incur by reason
of wrongful or fraudulent use or representation made by
any person by virtue of the possession of such
certificate.
SHARE CAPITAL AND
VARIATION OF RIGHTS
6. Subject to the provisions of these Articles, the
unissued shares of the Company (whether forming part of
the original or any increased capital) and treasury
shares (if any) shall be at the disposal of the
directors who may, without limiting or affecting any
rights previously conferred on the holders of any
existing shares or class or series of shares, offer;
allot, grant options over or otherwise dispose of them
to such persons at such times and for such
consideration, being not less than the par value of the
shares being disposed of, and upon such terms and
conditions as the Company may, by resolution of the
directors, determine.
7. No shares of the Company may be issued until the
consideration in respect of the shares is fully paid,
and when issued the share is for all purposes fully
paid and nonassessable save that a share issued for a
promissory note or other written obligation for payment
of a debt may be issued subject to forfeiture in the
manner prescribed in Regulation 22.
8. Shares of the Company shall be issued for money,
services rendered, personal property (including other
shares, debt obligations or other securities in the
Company), an estate in real property, a promissory note
or other binding obligation to contribute money or
property, or any combination thereof.
9. Without prejudice to. any special rights previously
conferred on the holders of any existing shares or
class of shares, any share of the Company may be issued
with such preferred, deferred or other special rights
or such restrictions. whether in regard to dividend,
voting, return of capital or otherwise as the directors
may from time to time determine.
10. Subject to the provisions of the Act in this regard,
shares may be issued on the terms that they are
redeemable, or, at the option of the Company, are
liable to be redeemed on such terms and in such manner
as the directors before or at the time of the issue of
the shares may determine.
11. The directors may redeem any such share at a premium.
12. If at any time the share capital is divided into
different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue
of the shares of that class) may, whether or not the
Company is being wound up, be varied with the consent
in writing of the holders of not less than
three-fourths of the issued shares of that class and of
any other class of shares which may be affected by such
variation.
13. The rights conferred upon the holders of the shares of
any dass issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms
of issue of the shares of that dass, be deemed to be
varied by the creation or issue of further shares
ranking pan passu therewith.
14. Except as required by law, the persons named in the
share register shall be recognised by the Company as
holding the equitable, contingent, future or partial
interest in any share or any interest in any fractional
part of a share or (except only as by these Regulations
or by law otherwise provided) any other rights in
respect of any share thereof by the registered holder.
TRANSFER OF SHARES
15. Registered shares in the Company may be transferred by
a written instrument signed by the transferor and
containing the name and address of the transferee orin
such other manner or form and subject to such evidence
as the directors shall consider appropriate. Shares
issued to bearer shall be transferred by delivery of
the certificate evidencing same.
16. The holder of registered shares may request that such
shares be exchanged for shares issued to bearer and the
directors shall cancel the certificate evidencing
registered shares and the entry in the share register
and instead issue a certificate evidendng shares issued
to bearer with and subject to such evidence of intent
as the directors may consider appropriate.
17. The holder of a certificate evidencing shares issued to
bearer may request that such shares be exchanged for
registered shares and the directors shall cancel the
certificate evidencing shares issued to bearer and
instead issue a certificate evidencing registered
shares and enter the name and address of the holder
thereof in the share register with and subject to such
evidence of intent as the directors may consider
appropriate.
18. Upon receipt of notification of any change of name and
address of any agent or attorney given to the Company
for the purpose of service of any notice, information
or written statement required to be given to members,
identified by reference to the number of the
certificate to bearer, the directors shall forthwith
amend the register maintained for this purpose.
TRANSMISSION OF SHARES
19. The personal representative, guardian or trustee as the
case may be of a deceased, incompetent or bankrupt sole
holder of a registered share shall be the only persons
recognised by the Company as having any title to the
share. In the case of a share registered in the names
of two or more holders, the survivor or survivors, and
the personal representative, guardian or trustee as the
case may be of the deceased, incompetent or bankrupt
holder or holders, shall be the only persons recognised
by the Company as having any title to the share but
they shall not be entitled to exercise any rights as a
member of the Company until they have proceeded as set
forth in the following two Regulations.
20. Any person becoming entitled by operation of law or
otherwise to a share or shares in consequence of the
death, incompetence or bankruptcy of any member may be
registered as a member upon such evidence being
produced as may reasonably be required by the
directors. An application by any such person to be
registered as a member for all purposes shall be deemed
to be a transfer of shares of the deceased, incompetent
or bankrupt member and the directors shall treat it as
such.
21. Any person who has become entitled to a share or shares
in consequence of the death, incompetence or bankruptcy
of any member may, instead of being registered himself,
request in writing that some person to be named by him
be registered as a transferee of such share or shares
and such request shall likewise be treated as if it
were a transfer.
FORFEITURE OF SHARES
22. Where shares of the company are issued for a promissory
note or other written binding obligation to contribute
money or property and the terms of the promissory note
or other written binding obligation are not met:
(j) Written notice specifying a date for payment to be made
shall be served on the member who defaults in making
payment pursuant to the promissory note or other
written binding obligation to pay a debt,
(ii)The written notice referred to in (i) above shall name a
further date not earlier than the expiration of 14 days
from the date of service of the notice on or before
which the payment required by the notice is to be made
and shall contain a statement that in the event of non
payment at or before the time named in the notice the
shares, or any of them, in respect of which payment is
not made will be liable to be forfeited;
(iii)Where notice has been issued and the requirements of
the notice have not been complied with, the directors
may, at any time before tender of payment, by
resolution of directors forfeit and cancel the shares
to which the notice relates;
and the Company shall have no obligation to refund any
monies to the member whose shares have been cancelled and
that member shall be discharged from any further obligation
to the Company.
ACQUISITION OF OWN SHARES
23. Subject to the provisions of the Act in this regard, the
directors may, on behalf of the Company, purchase, redeem or
otherwise acquire any of the Company's own shares for such
consideration as they consider fit, and either cancel or
hold such shares as Treasury shares. The directors may
dispose of any shares held as Treasury shares on such terms
and conditions as they may from time to time determine.
Shares may be purchased or otherwise acquired in exchange
for newly issued shares in the Company.
ALTERATION IN CAPITAL
24. Subject to the terms of any resolution passed for the
purpose of increasing the authorised capital of the Company,
such increased capital may be divided into shares of such
respective amounts, and with such rights or privileges (if
any) as may be thought expedient.
25. Any capital raised by the creation of new shares shall be
considered as part of the original capital, and shall be
subject to the same provisions as if it had been part of the
original capital.
26. The company may by resolution:
(a) consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares;
(b) cancel any 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
authorised share capital by the amount of the shares so
cancelled;
(c) sub-divide its shares or any of them into shares of
smaller amount than is fixed by the Memorandum of
Association and so that subject to the provisions of
Regulation 10 the resolution whereby any share is sub
divided may determine that as between the holders of
the shares resulting
from such sub-division one or more of the shares may
have such preferred or other special rights over or may
have such qualified or deferred rights or be subject to
any such restrictions as compared with the other or
others as the Company has power to attach to unissued
or new shares;
(d) subject to any confirmation or consent required by law,
reduce its authorised and issued share capital or any
capital redemption reserve fund or any share premium
account in any manner.
27. Where any difficulty arises in regard to any consolidation
and division under this regulation the directors may settle
the same as they think expedient.
MEETINGS OF MEMBERS
28. The directors may convene meetings of the members of the
Company at such times and in such manner and places as the
directors consider necessary or desirable, and they shall
convene such a meeting upon the written request of members
holding more than 50 per cent of the votes of the
outstanding voting shares in the Company.
29. Seven days' notice at the least specifying the place, the
day and the hour of the meeting and the general nature of
the business to be conducted shall be given in manner
hereinafter mentioned to such persons whose names on the
date the notice is given appear as members in the share
register of the Company and are entitled to vote at the
meeting and to the agent or attorney of record of the
holders of bearer shares.
30. A meeting of the members shall be deemed to have been
validly held, notwithstanding that it is held in
contravention of the requirement to give notice in
Regulation 29, if notice of the meeting is waived by at
least 60 per cent in number of the members or holders of
bearer shares having a right to attend and vote at the
meeting; and forthis purpose, the presence of a member at
the meeting shall be deemed to constitute waiver on his
part.
31. The inadvertent failure of the directors to give notice of a
meeting to a member or to the agent or attorney as the case
may be, or the fact that a member or such agent or attorney
has not received the notice, does not invalidate the
meeting.
PROCEEDINGS AT MEETINGS
OF MEMBERS
32. No business shall be transacted at any meeting unless a
quorum of members is present at the time when the meeting
proceeds to business. A quorum shall consist of the holder
or holders present in person or by proxy of not less than
one-third of the shares of each class or series of shares
entitled to vote as a class or series thereon and the same
proportion of the votes of the remaining shares entitled to
vote thereon.
33. If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting shall be
dissolved.
34. At every meeting the members present shall choose some one
of their number to be the Chairman. If the members are
unable to choose a Chairman for any reason, then the person
representing the greatest number of voting shares present at
the meeting shall preside as Chairman failing which the
oldest individual person shall take the chair.
35. The Chairman may. with the consent of the meeting, adjourn
any meeting from time to time, and from place to place, but
no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from
which the adjournment took place.
36. At any meeting a resolution put to the vote of the meeting
shall be dedded on a show of hands by simple majority unless
a poll is (before or on the dedaratton of the result of the
show of hands) demanded:
(a) by the Chairman; or
(b) by any member or members present in person or by proxy.
37. Unless a poll be so demanded, a dedaration by the Chairman
that a resolution has, on a show of hands, been carried, and
an entry to that effect in the book containing the minutes
of the proceedings of the Company, shall be sufficient
evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of or against
such resolution.
38. If a poll is duly demanded it shall be taken in such manner
as the Chairman directs, and the result of the poll shall be
deemed to be the resolution of the meeting .at which the
poll was demanded. The demand for a poll may be withdrawn.
39. In the case of an equality of votes, whether on a show of
hands, or on a poll, the Chairman of the meeting at which
the show of hands takes place, or at which the poll is
demanded, shall be entitled to a second or casting vote.
VOTES OF MEMBERS
40. At any meeting of members whether on a show of hands or on a
poll every holder of a voting share present in person or by
proxy shall have one vote for every voting share of which he
is the holder.
41. A resolution which has been notified to all members for the
time being entitled to vote and which has been approved by a
majority of the votes of those members in the form of one or
more documents in writing or by facsimile, telex, telegram,
cable or other written electronic communication shall
forthwith, without the need for any notice, become effectual
as a resolution of the members.
42. If a committee be appointed for any member who is of unsound
mind he may vote by his committee.
43. If two or more persons are jointly entitled to i share or
shares:
(a) each of them may be present in person or by proxy at a
meeting of members and may speak as a member;
(b) if only one of them is present in person or by proxy he
may vote on behalf of all of them; and
(c) if two or more are present in person or by proxy. they
must vote as one.
44. Votes may be given either personally or by proxy.
45. The instrument appointing a proxy shall be produced at the
place appointed for the meeting before the time for holding
the meeting at which the person named in such instrument
proposes to vote.
46. An instrument appointing a proxy shall be in such form as
the Chairman of the meeting shall accept as properly
evidencing the wishes of the member appointing the proxy.
47. The instrument appointing a proxy shall be in writing under the
hand of the appointer unless the appointer is a corporation or
other form of legal entity other than one or more individuals
holding as joint owners in which case the instrument appointing a
proxy shall be in writing under the hand of an individual duly
authonsed by such corporation or legal entity to execute the
same. The Chairman of any meeting at which a vote is cast by
proxy so authorised may call for a notarially certified copy of
such authority which shall be produced within 7 days of being so
requested or the vote or votes cast by such proxy shall be
disregarded. In the case of a proxy being given by the holder of
a share issued to bearer, it shall be sufficient for the
appointer to identify himself by writing the identifying number
of the certificate evidencing the shares issued to bearer.
CORPORATIONS OR TRUSTS
ACTING BY REPRESENTATIVES
AT MEETINGS
48. Any corporation or other form of corporate legal entity or any
voting trust which is a member of the Company may by resolution
of its directors, trustees or other governing body authorise such
person as it thinks fit to act as its representative at any
meeting of the members or of any class of members of the Company,
and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation or trust which he
represents as that corporation or trust could exercise if it were
an individual member of the Company.
DIRECTORS
49. Subject to any subsequent amendment to change the number of
directors, the number of the directors shall be not less than
one.
50. The first directors shall be elected by the subscriber(s) to the
Memorandum. Thereafter, additional directors may be elected
either by the members or the existing directors for such term as
the members or the directors may determine.
51. Each director holds office until his successor takes office or
until his earlier death, resignation or removal.
52. A vacancy arising in the board of directors may be filled either
by the members a or by the remaining directors.
53. A director shall not require a share qualification, but
nevertheless shall be entitled to attend and speak at any meeting
of the members and at any separate meeting of the holders of any
class of shares in the Company.
54. A director by writing under his hand deposited at the Registered
Office of the Company may from time to time appoint another
director or any other person to be his alternate. Every such
alternate shall be entitled to be given notice of meetings of the
directors and to attend and vote as a director at any such
meeting at which the director appointing him is not personally
present and generally at such meeting to have and exercise all
the powers. rights duties and
authorities of the director appointing him. Every such alternate
shall be deemed to be an officer of the Company and shall not be
deemed to be an agent of the director appointing him. If undue
delay or difficulty would be occasioned by giving notice to a
director of a resolution of which his approval is sought in
accordance with Regulation 79 his alternate (if any) shall be
entitled to signify approval of the same on behalf of that
director. The remuneration of an alternate shall be payable out
of the remuneration payable to the director appointing him, and
shall consist of such portion of the last-mentioned remuneration
as shall be agreed between such alternate and the director
appointing him. A director by writing under his hand deposited at
the Registered Office of the Company may at any time revoke the
appointment of an alternate appointed by him. If a director shall
die or cease to hold the office of director, the appointment of
his alternate shall thereupon cease and terminate.
55. The directors may, by resolution, fix the emoluments of directors
in respect of services rendered or to be rendered in any capacity
to the Company. The directors may also be paid such travelling,
hotel and other expenses properly incurred by them in attending
and returning from meetings of the directors, or any committee of
the directors or meetings of the members, or in connection with
the business of the Company as shall be approved by resolution of
the directors.
56. Any director who, by request, goes or resides abroad for any
purposes of the Company or who performs services which in the
opinion of the Board go beyond the ordinary duties of a director,
may be paid such extra remuneration (whether by way of salary
commission, participation in profits or otherwise) as shall be
approved by resolution of the directors.
57. The Company may pay to a director who at the request of the
Company holds any office (including a directorship) in, or
renders services to any company in which the Company may be
interested, such remuneration (whether by way of salary,
commission, participation in profits or otherwise) in respect of
such office or services as shall be approved by resolution of the
directors.
58. The office of director shall be vacated if the director:
(a) is removed from office by a resolution of members or by a
resolution of directors, or
(b) becomes bankrupt or makes any arrangement or composition
with his creditors generally, or
(C) becomes of unsound mind, or of such infirm health as to be
incapable of managing his affairs, or
(d) resigns his office by notice in writing to the Company.
59. (a) A director may hold any other office or position of profit
under the Company (except that of auditor) in conjunction with
his office of director, and may act in a professional capacity to
the Company on such terms as to remuneration and otherwise as the
directors shall arrange.
(b) A director may be or become a director or other officer of,
or otherwise interested in any company promoted by the
Company, or in which the Company may be interested, as a
member or otherwise, and no such director shall be
accountable for any remuneration or other benefits received
by him as director or officer or from his interest in such
other company. The directors may also exercise the voting
powers conferred by the shares in any other company held or
owned by the Company in such manner in all respects as they
think fit, including the exercise thereof in favour of any
resolutions appointing them, or any of their number,
directors or officers of such other company, or voting or
providing for the payment of remuneration to the directors
or officers of such other company. A director mayvote in
favour of the exercise of such voting rights in manner
aforesaid, notwithstanding that he may be, or be about to
become, a director or officer of such other company, and as
such in any other manner is, or may be, interested in the
exercise of such voting rights in manner aforesaid.
(c) No director shall be disqualified by his office from
contracting with the Company, either as vendor, purchaser or
otherwise, nor shall any such contract or arrangement
entered into by or on behalf of the Company in which any
director shall be in any way interested be voided, nor shall
any director so contracting or being so interested be liable
to account to the Company for any profit realised by any
such contract or arrangement, by reason of such director
holding that office or of the fiduciary relationship thereby
established. The nature of a director's interest must be
dedared by him at the meeting of the directors at which the
question of entering into the contract or arrangement is
first taken into consideration, and if the director was not
at the date of that meeting interested in the proposed
contract or arrangement, or shall become interested in a
contract or arrangement after it is made, he shall forthwith
after becoming so interested advise the Company in writing
of the fact and nature of his interest. A general notice to
the directors by a director that he is a member of a
specified firm or company, and is to be regarded as
interested in any contract or transaction which may, after
the date of notice, be made with such firm or company shall
(if such director shall give the same at a meeting of the
directors, or shall take reasonable steps to secure that the
same is brought up and read at the next meeting of directors
after it is given) be a sufficient declaration of interest
in relation to such contract or transaction with such firm
or company. A director may be counted as one of a quorum
upon a motion in respect of any contract or arrangement
which he shall make with the Company, or in which he is so
interested as aforesaid, and may vote upon such motion.
OFFICERS
60. The directors of the Company may, by a resolution of directors,
appoint officers of the Company at such times as shall be
considered necessary or expedient, and such officers may consist
of a President, one or more Vice-Presidents, a Secretary and a
Treasurer and such other officers as may from time to time be
deemed desirable. The officers shall perform such duties as shall
be prescribed at the time of their appointment subject to any
modification in such duties as may be prescribed by the directors
thereafter, but in the absence of any specific allocation of
duties it shall be the responsibility of the President to manage
the day to day affairs of the Company, the Vice-Presidents to act
in order of seniority in the absence of the President but
otherwise to perform such duties
as may be delegated to them by the President, the Secretary to
maintain the registers, minute books and records (other than
financial records) of the Company and to ensure compliance with
all procedural requirements imposed on the Company by applicable
law, and the Treasurer to be responsible for the financial
affairs of the Company.
61. Any person may hold more than one office and no officer need be a
director or member of the Company. The officers shall remain in
office until removed from office by the directors whether or not
a successor is appointed.
62. Any officer who is a body corporate may appoint any person its
duly authorised representative for the purpose of representing it
and of transacting any of the business of the officers.
POWERS OF DIRECTORS
63. The business of the Company shall be managed by the directors who
may pay all expenses incurred preliminary to and in connection
with the formation and registration of the Company, and may
exercise all such powers of the Company as are not by the Act or
by these Regulations required to be exercised by the members
subject to any delegation of such powers as may be authorised by
these Regulations and to such requirements as may be prescribed
by resolution of the members. But no requirement made by
resolution of the members shall prevail if it be inconsistent
with these Regulations nor shall such requirement invalidate any
prior act of the directors which would have been valid if such
requirement had not been made.
64. The Board of Directors may entrust to and confer upon any
director or officer any of the powers exercisable by it, except
such powers as are exercisable under the Act by resolutions of
the directors upon such terms and conditions and with such
restrictions as it thinks fit, and either collaterally with, or
to the exdusion of, its own powers, and may from time to time
revoke, withdraw, alter or vary all or any of such powers. The
directors may delegate any of their powers to committees
consisting of such member or members of their body as they think
fit; any committee so formed shall in the exercise of the powers
so delegated conform to any regulation that may be imposed on it
by the directors.
65. The directors may from time to time and at any time by power of
attorney appoint any company, firm or person or body of persons,
whether nominated directly or indirectly by the directors, to be
the attorney or attorneys of the Company for such purposes and
with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the directors under these
Regulations) and for such period and subject to such conditions
as they may think fit, and any such powers of attorney may
contain such provisions for the protection and convenience of
persons dealing with any such attorney as the directors may think
fit and may also authorise any such attorney to delegate all or
any of the powers, authorities and discretions vested in him,
except that no officer or attorney of the Company may have any
power of authority with respect to matters requiring a resolution
of directors under the Act, nor may any officer or attorney have
any power to pass or purport to pass resolutions on behalf of the
Company.
66. Any director who is a body corporate may appoint any person its
duly authorised representative for the purpose of representing it
at Board Meetings and of transacting any of the business of the
directors,
67. All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments and all receipts for monies paid to
the Company, shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the
directors shall from time to time by resolution determine.
68. The directors may exercise all the powers of the Company to
borrow money and to mortgage or charge its undertakings, property
and uncalled capital or any part thereof, to issue debentures,
debenture stock and other securities whenever money is borrowed
or as security for any debt, liability or obligation of the
Company or of any third party.
69. The continuing directors may act notwithstanding any vacancy in
their body, save that if the number of directors shall have been
fixed at two or more persons and by reason of vacancies having
occurred in the Board there shall be only one continuing director
he shall be authorised to act alone only for the purpose of
appointing another director.
PROCEEDINGS OF DIRECTORS
70. The meetings of the Board of Directors and any committee thereof
shall be held at such place or places as the directors shall
decide.
71. The directors may elect a Chairman of their meetings and
determine the period for which he is to hold office; but if no
such Chairman is elected, or if at any meeting the Chairman is
not present at the time appointed for holding the same, the
directors present may choose one of their number to be Chairman
of the meeting.
72. The directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at any meeting shall be decided by a majority
of votes; in case of an equality of votes the Chairman shall have
a second or casting vote. A director may at any time summon a
meeting of the directors. If the Company shall have only one
director the provisions hereinafter contained for meetings of the
directors shall not apply but such sole director shall have full
power to represent and act for the Company in all matters and in
lieu of minutes of a meeting shall record in writing and sign a
note or memorandum of all matters requiring a resolution of the
directors. Such note or memorandum shall constitute sufficient
evidence of such resolution for all purposes.
73. A director shall be given not less than three days notice of a
meeting of the directors.
74. Notwithstanding Regulation 73 above, a meeting of directors held
in contravention of that Regulation shall be valid if a majority
of the directors entitled to vote at the meeting have waived the
notice of the meeting; and, for this purpose, the presence of a
director at the meeting shall be deemed to constitute waiver on
his part.
75. The inadvertent failure to give notice of a meeting to a
director, or the fact that a director has not received the
notice, does not invalidate the meeting.
76. A meeting of directors is duly constituted for all purposes if at
the commencement of the meeting there are present in person or by
alternate not less than one-third of the total number of
directors with a minimum of two.
77. If within half an hour from the time appointed for the meeting a
quorum is not present the meeting shall be dissolved.
78. Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
79. A resolution which has been notified to all directors and which
has been approved by a majority of the directors for the time
being entitled to receive notice of a meeting of the directors or
of a committee of the directors and taking the form of one or
more documents in writing or by facsimile, telex. telegram, cable
or other written electronic communication shall be as valid and
effectual as if it had been passed at a meeting of the directors
or of such committee duly convened and held, without the need for
any notice.
INDEMNITY
80. Subject to the provisions of the Act and of any other statute for
the time being in force every director or other officer of the
Company shall be entitled to be indemnified out of the assets of
the Company against all losses or liabilities which he may
sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, and no director or other
officer shall be liable for any loss, damage or misfortune which
may happen to, or be incurred by the Company in the execution of
the duties of his office, or in relation thereto.
SEAL
81. The directors shall provide for the safe custody of the
common seal of the Company. The common seal when affixed to
any instrument, except as provided in Regulation 3, shall be
witnessed by a director or any other person so authorised
from time to time by the directors. The directors may
provide for a facsimile of the common seal and approve the
signature of any director or authorised person which may be
reproduced by printing or other means on any instrument and
it shall have the same force and validity as if the seal had
been affixed to such instrument and the same had been signed
as hereinbefore described. An imprint of the common seal
shall be kept at the Registered Office of the Company.
DIVIDENDS AND RESERVES
82. The directors may by resolution declare a dividend but no
dividend shall be declared and paid except out of surplus
and unless the directors determine that immediately after
the payment of the dividend:
(a) the Company will be able to satisfy its liabilities as
they become due in the ordinary course of its business;
and
(b) the realisable value of the assets of the Company will
not be less than the sum of its total liabilities,
other than deferred taxes, as shown in the books of
account, and its capital.
83. Dividends when and if declared may be paid to one class of
holder to the exdusion of the holders of other dasses, or in
unequal amounts to holders of the various dasses of shares.
84. Dividends may be dedared and paid in money shares or other
property.
85. In computing the surplus for the purpose of resolving to
declare and pay a dividend, the directors may indude in
their computation the net unrealised appreciation of the
assets of the Company.
86. The directors may from time to time pay to the members such
interim dividends as appear to the directors to be justified
by the surplus of the Company.
87. Subject to the rights of holders of shares entitled to
special rights as to dividends, all dividends shall be
declared and paid according to the par value of the shares
in issue, exduding those shares which are held by the
Company as Treasury shares at the date of declaration of the
dividend.
88. The directors may, before recommending any dividend, set
aside out of the profits of the Company such sums as they
think proper as a reserve or reserves which shall, at the
discretion of the directors, be applicable for meeting
contingencies, or for any other purpose to which the profits
of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed
in the business of the Company or be invested in such
investments as the directors may from time to time think
fit.
89. If several persons are registered as joint holders of any
share, any of them may give effectual receipt for any
dividend or other monies payable on or in respect of the
share.
90. In the case of shares issued to bearer, the directors may
provide for the payment of dividend by reference to
counterfoils or warrants issued with the certificate for
such shares, and the production of such dividend counterfoil
or warrant shall evidence entitlement to receipt of such
dividend in the same way and to the same extent as
production of the certificate itself. At the time of
presentation of the counterfoil or warrant, the directors
may issue such further counterfoilsor warrants as may be
required to permit receipt by the holder thereof of
subsequent dividends.
91. Notice of any dividend that may have been declared shall be
given to each member in manner hereinafter mentioned and all
dividends unclaimed for three years after having been
declared may be forfeited by the directors for the benefit
of the Company.
92. No dividend shall bear interest against the Company.
BOOKS AND RECORDS
93. The Company shall keep such accounts and records as the
directors consider necessary or desirable in order to
reflect the financial position of the Company.
94. The Company shall keep minutes of all meetings of directors,
members, committees of directors, committees of officers and
committees of members, and copies of all resolutions
consented to by directors, members, committees of directors,
committees of officers and committees of members.
95. The books, records and minutes required by Regulations 93
and 94 shall be kept at the Registered Office of the Company
or at such other place as the directors determine, and shall
be open to the inspection of the directors at all times.
96. The directors shall from time to time determine whether and
to what extent and at what times and places and under what
conditions or regulations the books, records and minutes of
the Company or any of them shall be open to the inspection
of members not being directors, and no member (not being a
director) shall have any right of inspecting any book,
record, minute or document of the Company except as
conferred by Law or authorised by resolution of the
directors.
AUDIT
97. The directors may by resolution call for the accounts of the
Company to be examined by an auditor or auditors to be
appointed by them at such remuneration as may from time to
time be agreed.
98. The auditor may be a member of the Company but no director
or officer shall be eligible during his continuance in
office.
99. Every auditor of the Company shall have a right of access at
all times to the books of account and vouchers of the
Company, and shall be entitled to require from the officers
of the Company such information and explanations as he
thinks necessary for the performance of his duties.
100. The report of the auditor shall be annexed to the accounts
upon which he reports, and the auditor shall be entitled to
receive notice of, and to attend, any meeting at which the
Company's audited profit and loss account and balance sheet
is to be presented.
NOTICES
101. Any notice, information or written statement required to be
given to members shall be served:
(a) in the case of members holding registered shares, by
mail (airmail service if available) addressed to each
member at the address shown in the share register; and
(b) in the case of members holding shares issued to bearer
(i) by mail (airmail service if available) addressed to the
agent or attorney whose name and address has been given
for service of notice by the bearer of the share
(identified for this purpose by the number of the share
certificate), or
(ii) in the absence of an address for service being given,
or if the notice, information or written statement
cannot be served for any other reason, by publishing
the notice, information or written statement in one or
more newspapers published or circulated in the British
Virgin Islands and in a newspaper in the place where
the Company has its principal office.
102. All notices directed to be given to the members shaH,
with respect to any registered share to which persons
are jointly entitled, be given to whichever of such
persons is named first in the share, register, and
notice so given shall be sufficient notice to all the
holders of such share.
103. Any notice, if served by post, shall be deemed to have
been served within ten days of posting, and in proving
such service it shall be sufficient to prove that the
letter containing the notice was properly addressed and
put into the Post Office.
PENSION AND SUPERANNUA11ON
FUNDS
104. The directors may establish and maintain or procure the
establishment and maintenance of any non-contributory
or contributory pensiOn or superannuation funds for the
benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances or
emoluments to any person who are or were at any time in
the employment or service of the Company or any company
which is a subsidiary of the Company or is allied to or
associated with the Company or with any such
subsidiary, or who are or were at any time directors or
officers of the Company or of any such other company as
aforesaid or who hold or held any salaried employment
or office in the Company or such other company, or any
persons in whose welfare the Company or any such other
company as aforesaid is or has been at any time
interested, and to the wives, widows, families and
dependents of any such person, and may make payments
for or towards the insurance of any such persons as
aforesaid, and may do any of the matters aforesaid
either alone or in conjunction with any such other
company as aforesaid. A director holding any such
employment or office shall be entitled to participate
in and retain for his own benefit any such donation,
gratuity, pension, allowance or emolument.
WINDING UP
105. If the Company shall be wound up, the Liquidator may,
in accordance with a resolution of members, divide
amongst the members in specie or in kind the whole or
any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and
may for such purpose set such value as he deems fair
upon any property to be divided as aforesaid and may
determine how such division shall be carried out as
between the members or different classes of members.
The Liquidator may vest the whole or any part of such
assets in trustees upon such trusts for the benefit of
the contributories as the Liquidator shall think fit,
but so that no member shall be compelled to accept any
shares or other securities whereon there is any
liability.
AKWTKATION
106. Whenever any difference arises between the Company on
the one hand ando any of the members, their executors,
administrators or assigns on the other hand touching
the true intent and construction or the incidence or
consequences of these presents or of the Act touching
anything done or executed omitted or suffered in
pursuance of the Act or touching any breach or alleged
breach or otherwise relating to the premises or to
these presents or to any Act affecting the Company or
to any of the affairs of the Company such difference
shall unless the parties agree to refer the same to a
single arbitrator be referred to two arbitrators one to
be chosen by each of the parties to the difference and
the arbitrators shall before entering on the reference
appoint an umpire.
107. If either party to the reference makes default in
appointing an arbitrator either originally or by way of
substitution (in the event that an appointed arbitrator
shall die, be incapable of acting or refuse to act) for
ten days after the other party has given him notice to
appoint the same such other party may appoint an
arbitrator to act in the place of the arbitrator of the
defaulting party.
AMENDMENT TO AR11CLES
108. The Company may alter or modify the conditions
contained in these Regulations as originally drafted or
as amended from time to time by a resolution of members
or by a resolution of directors.
WE, the undersigned Registered Agent, subscribe our name to these Articles of
Association.
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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
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lntegro Corporate Services (BVI) Limited
Tropic Isle Building
P.O. Box438
Road Town, Tortola
British Virgin Islands
Registered Agent CLAUDEUE I. FRANCIS (Sdg.)
-----------------------------
Authorised Signatory
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DATED this 30th day of June, 1999.
WITNESS to the above signature: V. JOSEPH (Sdg.)
-----------------------------
Road Town
Tortola
British Virgin Islands
Integro Corporate Services (BVI) Limited
Tropic Isle Building
P.O. Box 438
Road Town
Tortola
British Virgin Islands
Telephone (+1 284) 494 2616
Facsimile (+i 284) 494 2704