Exhibit 3.55
(coat of arms)
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 4413202
The Registrar of Companies for England and Wales hereby certifies that
ZONECLIMB LIMITED
having by special resolution changed its name, is now incorporated under the
name of
HELIWORLD LEASING LIMITED
Given at Companies House, London, the 26th April 2002
/s/ SANDRA DUJARDIN
----------------------------------------
SANDRA DUJARDIN
For The Registrar Of Companies
(COMPANIES HOUSE LOGO)
(coat of arms)
CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
Company No. 4413202
The Registrar of Companies for England and Wales hereby certifies that
ZONECLIMB LIMITED
is this day incorporated under the Companies Act 1985 as a private company and
that the company is limited.
Given at Companies House, Cardiff, the 10th April 2002
(SEAL)
REGISTRAR OF COMPANIES
FOR ENGLAND AND WALES
THE OFFICIAL SEAL OF THE
REGISTRAR OF COMPANIES
(COMPANIES HOUSE LOGO)
--FOR THE RECORD--
Memorandum and
Articles of Association
HELIWORLD LEASING LIMITED
No. 4413202
Incorporated 10 April 2002
INGRAM WINTER GREEN
26-28 Bedford Row
London WC1R 4HE
DX 1055 London/Chancery Lane
Tel:- 020 7845 7400
Fax:- 020 7845 7401
The Companies Acts 1985 to 1989
A Private Company Limited by Shares
MEMORANDUM OF
ASSOCIATION
OF
HELIWORLD LEASING LIMITED
1. The Company's name is HELIWORLD LEASING LIMITED
(The name of the Company changed from ZONECLIMB LIMITED on 26/04/2002)
2. The Company's Registered Office is to be situated in England and Wales.
3. The Company's objects are:-
(A) To carry on business as a general commercial company.
(B) To carry on any other business which in the opinion of the Company, may be
capable of being conveniently or profitably carried on in connection with
or subsidiary to any other business of the Company and is calculated to
enhance the value of the Company's property.
(C) To purchase or by any other means acquire freehold, leasehold or any other
property for any estate or interest whatever, movable or immovable or any
interest in such property, and to sell, lease, let on hire, develop such
property, or otherwise turn the same to the advantage of the Company.
(D) To apply for, register or by other means acquire any patents, patent
rights, brevets d'invention, licences, trademarks, concessions and
inventions and to use and turn to account the same or to develop, sell or
assign the same or grant licences or privileges in respect thereof or
otherwise turn the same to the advantage of the Company.
(E) To build, reconstruct or generally maintain buildings and works of all
kinds, whether or not these are situate on the property of the Company.
(F) To invest and deal with the monies of the Company in such shares or upon
such securities and in such manner as from time to time may be determined.
(G) To enter into arrangements for joint workings in business or amalgamate
with or enter into any partnership or arrangement for sharing profits,
union of interests, reciprocal concession or co-operation with any company,
firm or person carrying on or proposing to carry on any business within the
objects of this Company or which is capable of being carried on so as
directly or indirectly to benefit the Company.
(H) To purchase or otherwise acquire, take over and undertake all or any part
of the business, property, liabilities and transactions of any person, firm
or company carrying on any business the carrying on of which is calculated
to benefit this Company or to advance its interests, or possessed of
property suitable for the purposes of the Company.
(I) To sell, improve, manage, develop, turn to account, let on rent or royalty
or share of profits or otherwise, grant licences or easements or other
rights in or over, or in any other manner deal with or dispose of the
undertaking and all of any of the property and assets for the time being of
the Company for such consideration as the Company may think fit.
(J) To subscribe for, take, purchase or otherwise acquire either for cash,
shares or debentures in this Company or any other consideration any other
company or business which, in the opinion of the Company, may be carried on
so as directly or indirectly to benefit the Company.
(K) To sell or otherwise dispose of the whole or any part of the business or
property of the Company for any consideration, shares or debentures as the
Company may think fit.
(L) To lend and advance money or give credit on any terms and with or without
security to any company, firm or person (including without prejudice to the
generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the
Company), to enter into guarantees, contracts of indemnity and suretyships
of all kinds, to receive money on deposit or loan upon any terms, and to
secure or guarantee in any manner and upon any terms the payment of any sum
of money or the performance of any obligation by any company, firm or
person (including without prejudice to the generality of the foregoing any
such holding company, subsidiary, fellow subsidiary or associated company
as aforesaid).
(M) To borrow or raise money in any manner and to secure the repayment of any
money borrowed raised, or owing by mortgage, charge, standard security,
lien or other security upon the whole or any part of the Company's property
or assets (whether present or future), including its uncalled capital and
also by a similar mortgage, charge, standard security, lien or security to
secure and guarantee the performance by the Company of any obligation or
liability it may undertake or which may become binding on it.
(N) To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures and other negotiable or transferable instruments.
(O) To apply for, promote, and obtain any Act of Parliament, order, or licence
of the Department of Trade or other authority for enabling the Company to
carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seem
calculated directly or indirectly to promote the Company's interests, and
to oppose any proceedings or applications which may seem calculated
directly or indirectly to prejudice the Company's interests.
(P) To support and subscribe to any funds and to subscribe to or assist in the
promotion of any charitable, benevolent or public purpose or object for the
benefit of the Company or its employees, directors or other officers past
or present and to grant pensions to such persons or their dependants.
(Q) To distribute among the members of the Company in kind any property of the
Company of whatever nature.
(R) To pay all or any expenses in connection with the promotion, formation and
incorporation of the Company, or to contract with any company, firm or
person to pay the same, and to pay commission to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any
shares or other securities of the Company.
(S) To do all such other things as may be deemed incidental or conducive to the
attainment of the Company's objects or any of them.
None of the objects set forth in any sub-clause of this Clause shall be
restrictively construed but the widest interpretation shall be given to
each such object, and none of
such objects shall, except where the context expressly so requires, be in
any way limited or restricted by reference to or inference from any other
object or objects set forth in any such sub-clause or by reference to or
inference from the terms of any other sub-clause of this Clause, or by
reference to or inference from the name of the Company.
4. The liability of the Members is limited.
5. The Company's share capital is 1,000.00 pounds divided into 1,000 shares of
1.00 pound each.
We, the subscriber to this Memorandum of Assocation, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of Shares
shown opposite our respective name.
NAME AND ADDRESS OF SUBSCRIBER Number of Shares Taken by Subscriber
SDG SECRETARIES LIMITED One
120 East Road
London N1 6AA
Dated the 2 April 2002
Witness to the above signatories:-
LYN BOND
120 East Road
London N1 6AA
The Companies Acts 1985 to 1989
A Private Company Limited by Shares
ARTICLES OF
ASSOCIATION
OF
HELIWORLD LEASING LIMITED
PRELIMINARY
1. (a) Subject as hereinafter provided the Regulations contained in Table A
in The Companies (Table A to F) Regulations 1985 ("Table A") shall
apply to the Company.
(b) In these Articles the expression "the Act" means the Companies Act
1985, but so that any reference in these Articles to any provision of
the Act shall be deemed to include a reference to any statutory
modification or re-enactment of that provision for the time being in
force.
2. Regulations 3, 8, 24, 41, 46, 48, 64, 67, 73 to 77 inclusive and 94 to 97
inclusive of Table A shall not apply to the Company.
3. The Company is a private company and accordingly no offer or invitation
shall be made to the public (whether for cash or otherwise) to subscribe
for any shares in or debentures of the Company nor shall the Company allot
or agree to allot (whether for cash or otherwise) any shares in or
debentures of the Company with a view to all or any of those shares or
debentures being offered for sale to the public.
SHARES
4. (a) Subject to Article 5 below all unissued shares which are comprised in
the authorised share capital with which the Company is incorporated
shall be under the control of the directors and for the purposes of
Section 80 of the Act the directors are unconditionally authorised to
exercise the power of the Company to allot shares grant options over
or otherwise dispose of the same to such persons and on such terms as
they think fit at any time or times during the period of five years
from the date of incorporation and the directors may after that period
allot any shares or grant any such rights under this authority in
pursuance of an offer or agreement made by the Company within that
period.
(b) The authority given above may be renewed revoked or varied by ordinary
resolution of the Company in general meeting.
5. (a) In accordance with Section 91(1) of the Act, Sections 89(1) and 90(1)
to (6) (inclusive) of the Act shall not apply to the Company.
(b) All unissued shares which are not comprised in the authorised share
capital of the Company with which the Company is incorporated shall 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 in
general meeting shall by special
resolution otherwise direct. Such offer shall be made by written
notice specifying the number of shares offered and a period (not being
less than 14 days) within which the offer if not accepted will be
deemed to be declined. After the expiration of this period or, if
earlier, on receipt of notice of non-acceptance, those shares so
declined shall be offered to the members who have within the said
period accepted all the shares offered to them in the proportion
aforesaid in like terms in the same manner and limited by a like
period as the original offer. The directors may in accordance with the
provisions of this Article allot grant options over or otherwise
dispose of such shares not accepted pursuant to such offers together
with any shares not capable of being offered aforesaid except by way
of fractions to such persons on such terms as they think fit provided
that such shares shall not be disposed of on such terms which are more
favourable to the subscribers therefor than the terms on which they
were offered to the members. The provisions of this Article shall be
subject to Section 80 of the Act.
LIEN
6. The Company shall have a first and paramount lien on every share (whether
or not it is a fully paid share) for all moneys (whether presently payable
or not) called or payable at the fixed time in respect of that share and
the Company shall also have a first and paramount lien on all shares
(whether or not it is a fully paid share) registered in the name of any
member whether solely or one of two or more joint holders for all such
moneys presently payable by him or his estate to the Company. However the
directors may at any time 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 all dividends payable thereon.
TRANSFER OF SHARES
7. (a) No share or beneficial ownership of a share shall be transferred
(otherwise than to the Company under Regulation 35 of Table A) until
the rights of pre-emption hereinafter conferred have been exhausted.
Any obligation to transfer a share pursuant to this Article is an
obligation to transfer the entire legal and beneficial interest in
such share.
(b) A member who intends to transfer any share or any interest therein
(including for this purpose the assignment of the beneficial interest
in, or the creation of any charge or other security interest over,
such share or the renunciation or assignment of any right to receive
or subscribe for such share) ("the Seller") shall give notice ("the
Transfer Notice") to the directors of his intention and the
particulars of the shares ("the Transfer Shares") together with the
price per share at which he is willing to sell ("the Specified
Price"). A Transfer Notice once received by the directors is
irrevocable unless paragraphs (d) or (h) apply.
(c) The Transfer Notice shall constitute the Company as agent of the
Seller for the sale of the Transfer Shares to the members other than
the Seller ("the Offerees") at the Specified Price save that if the
directors do not accept that the Specified Price constitutes a fair
price they shall instruct the Auditors of the Company [who shall act
as experts and not as arbitrators so that any provision of law or
statute relating to arbitration shall not apply) to certify in writing
("Certificate of Value") the value of the Transfer Shares as between a
willing seller and a willing buyer. The Auditors' decision on the
value of the Transfer Shares between a willing seller and a willing
buyer is within the Auditors' complete discretion and their
certification shall be final and binding on the members. The Specified
Price in the Transfer Notice shall be substituted by the price in the
Certificate of Value. The Company upon receipt of the Certificate of
Value shall forthwith furnish a copy thereof to the Seller. The Seller
shall bear the cost of the valuation.
(d) If upon receipt of the Certificate of Value the Seller considers that
the price decided upon by the Auditors of the Company is not a
reasonable one he shall be entitled to revoke the Transfer Notice
within 7 days of receipt of the Certificate of Value by written notice
to the directors ("the First Revocation Period"). Thereafter the
Transfer Shares will not be offered by the directors to the Offerees
or by the Seller to any other person or persons unless at a later date
the Seller serves
another Transfer Notice in respect of the Transfer Shares in which
event all the provisions of this Article shall apply.
(e) If the Seller has not revoked the Transfer Notice upon expiry of the
First Revocation Period the price (whether by reference to the
Specified Price or the Certificate of Value) shall be fixed in the
Transfer Notice as the final price ("the Final Price") and the
directors shall by notice in writing ("the Offer Notice") inform the
Offerees of the number and price of the Transfer Shares and shall
invite the Offerees to apply in writing to the Company, within 21 days
of the date of despatch of the Offer Notice (which date must be stated
therein), for a maximum number of the Transfer Shares.
(f) If such Offerees within the period of 21 days stated in the Offer
Notice apply for all or any of the Transfer Shares the directors will
allocate the Transfer Shares applied for to the applicant Offerees In
such proportions (or as nearly as may be and without increasing the
number sold to an Offeree beyond the number applied for by him) as
their existing holdings bear to the total of the holdings of the
applicant Offerees. The Transfer Shares not capable of being allocated
without involving fractions shall be allocated to the applicant
Offerees in such proportion as the directors think fit. Any
outstanding Transfer Shares may then be allocated in such manner as
the directors think fit to those Offerees who applied for such
Transfer Shares provided no Offeree shall be allocated shares in
excess of the number of shares applied for by him.
(g) If upon expiry of the 21 day period specified in the Offer Notice the
directors shall have received applications for some but not all of the
remaining Transfer Shares the directors may nominate within 14 days
from the expiry of the Offer Notice a person or persons which may
(subject to the Act) be the Company to whom the Transfer Shares not
applied for will be allocated. The directors shall give notice in
writing (the "Allocation Notice") of such allocations pursuant to
paragraph (f) and this paragraph to the Seller and to the persons to
whom the Transfer Shares have been allocated. The Allocation Notice
must specify the date of despatch of the Allocation Notice, the name
and address of the persons to whom the allocations have been made, the
price and method of payment and number of Transfer Shares to be
allocated and the place and time for completion (which shall be 21
days from the date of despatch) and that the Allocation Notice is
subject to the Seller's right of revocation pursuant to paragraph (h).
(h) The Seller may revoke the Transfer Notice if after service of the
Allocation Notice not all the Transfer Shares have been taken up.
Notice must be given in writing by the Seller to the Company within 14
days of the date of the Allocation Notice (the" Second Revocation
Period").
(i) If the Seller has not revoked the Transfer Notice upon expiry of the
Second Revocation Period the Seller shall be bound upon payment of the
purchase price due in respect thereof to transfer the shares comprised
in the Allocation Notice to the person or persons (which may be the
Company subject to the Act) named therein on the day and at the time
specified therein.
(j) In the event that the Seller fails or refuses to transfer the Transfer
Shares having become bound so to do the Company may receive the
purchase price in trust for the Seller and may authorise some person
to execute a transfer of the Transfer Shares in favour of the
purchasers.
(k) During the 3 months following the expiry of 56 days from the date of
the Offer Notice the Seller may (subject nevertheless to the
provisions of paragraph (l)) transfer to any person and at any price
but not less than the Final Price fixed in the Transfer Notice any of
the shares comprised therein not included in the Allocation Notice or
all but not part of the Transfer Shares comprised in the Transfer
Notice if the Seller has revoked the Transfer Notice under paragraph
(h).
(l) The directors may in their absolute discretion and without assigning
any reason therefor decline to register the transfer of a share
whether or not it is a fully paid
share.
GENERAL MEETINGS
8. In every notice convening a general meeting of the Company there shall
appear a statement that a member entitled to attend and vote is entitled to
appoint a proxy and the proxy need not be a member of the Company and
Regulation 38 of Table A shall be modified accordingly.
9. (a) If the quorum prescribed by Regulation 40 of Table A is not present
within 30 minutes from the time appointed for the meeting, the meeting
shall stand adjourned to the same day in the next week at the same
time and place or such time and place as the directors may determine.
(b) If at the adjourned meeting a quorum is not present within 30 minutes
of the time appointed for the meeting one person entitled under
Regulation 40 of Table A to be counted in a quorum present at the
meeting shall constitute a quorum.
10. (a) A resolution put to the vote of a meeting shall be decided on a show
of hands unless before or on the declaration of the result of the show
of hands a poll is duly demanded.
(b) A poll may be demanded by the chairman or by a member (present in
person or by proxy) having the right to attend and vote at the
meeting.
(c) The demand for a poll may before the poll is taken be withdrawn.
(d) A demand so withdrawn shall not be taken to have invalidated the
result of a vote on a show of hands declared before the demand was
made.
11. A resolution in writing executed pursuant to Regulation 53 of Table A and
which is expressed to be a special resolution or an extraordinary
resolution shall have effect accordingly.
12. (a) If and for so long as the Company has only one member and that
member takes any decision which is required to be taken in general
meeting or by means of a written resolution, that decision shall be as
valid and effectual as if agreed by the Company in general meeting
save that this paragraph shall not apply to resolutions passed
pursuant to ss3O3 and 391 of the Companies Act 1985.
(b) Any decision taken by a sole member pursuant to para (a) above shall
be recorded in writing and delivered by that member to the Company for
entry in the Company's minute book.
VOTES OF MEMBERS
13. The words "or by proxy" shall be inserted after the word"person" in
regulation 54 of Table A.
14. The words "Unless the directors determine otherwise" shall be inserted at
the commencement of Regulation 57 of Table A.
15. The words "30 minutes" shall be substituted for "48 hours" in Regulation
62(a) of Table A and for "24 hours" in Regulation 62(b) of Table A.
DIRECTORS
16. The first director or directors of the Company shall be the person or
persons named in the statement delivered under Section 10 of the Act.
17. Unless and until otherwise determined by the Company in general meeting
there shall be no maximum number of directors and the minimum number of
directors shall be one. Whensoever there shall be a sole director such
director may exercise all the powers
discretions and authorities vested in the directors by these Articles and
by Table A. The words "and unless so fixed at any other number shall be
two" shall be omitted from Regulation 89 of Table A.
18. In any case where as a result of the death of a sole member of the Company
the Company has no members and no Directors the personal representatives of
such deceased member shall have the right by notice in writing to appoint a
person to be a Director of the Company and such appointment shall be as
effective as if made by any means allowed under these Articles of
Association for the appointment of Directors.
19. The directors may exercise all the powers of the Company to borrow without
limit as to amount and upon such terms and in such manner as they think fit
and subject (in the case of any security convertible into shares) to
Section 80 of the Act to grant any mortgage charge or standard security
over its undertaking property and uncalled capital or any part thereof and
to issue debentures debenture stock or any other securities whether
outright or as security for any debt liability or obligation of the Company
or of any third party.
20. (a) The words "and may also determine the rotation in which any additional
directors are to retire" shall be omitted from regulation 78 of Table
A.
(b) The second and third sentences of Regulation 79 of Table A shall be
omitted.
21. A director who is in any way either directly or indirectly interested in
any contract transaction or arrangement (whether actual or proposed) with
the Company or in which the Company is otherwise interested shall declare
the nature of his interest at a meeting of the directors in accordance with
Section 317 of the Act. Subject to such disclosure a director shall be
entitled to vote in respect of any such contract transaction or arrangement
(whether actual or proposed) in which he is Interested and whether or not
he votes he shall be counted in reckoning whether a quorum is present or
not.
NOTICES
22. The third sentence of Regulation 112 of Table A shall be omitted and the
following sentence be inserted as the final sentence "A member whose
registered address is not within the United Kingdom is entitled to receive
any notice from the Company and that such notices be sent to the registered
address by prepaid airmail".
THE SEAL
23. The Company may have a Seal if it so wishes. If the Company has a Seal the
Directors may determine who shall sign any instrument to which the Seal is
affixed and unless otherwise so determined it shall be signed by a Director
and the Secretary or by a second Director. The obligation under Clause 6 of
Table A relating to the sealing of share certificates shall apply only if
the Company has a Seal.
INDEMNITY
24. In addition to the indemnity conferred by Regulation 118 of Table A and
subject to the provisions of the Act every such person as is mentioned in
the said Regulation shall be entitled to be indemnified out of the assets
of the Company against all expenses losses or liabilities incurred by him
as agent of the Company or for the Company's benefit or intended benefit or
in or about the discharge or intended discharge of his duties in relation
to the Company.
NAME AND ADDRESS OF SUBSCRIBER
SDG SECRETARIES LIMITED
120 East Road
London N1 6AA
Dated the 2 April 2002
Witness to the above signatories:-
LYN BOND
120 East Road
London N1 6AA
TABLE A
THE COMPANIES ACT 1985
REGULATIONS FOR MANAGEMENT
OF A COMPANY LIMITED BY SHARES
(as prescribed by regulations (s805 SI 85) (as amended by s1052 SI 85) made
under s8 ca 85, and reprinted below in specimen form)
INTERPRETATION
1. In these regulations:-
'the Act' means the Companies Act 1985 including any statutory modification of
re-enactment thereof for the time being in force.
'the Articles' means the articles of the company.
'Clear days' in relation to the period of a notice means that period
excluding the day when the notice is given or deemed to be given and the day for
which it is given or on which it is to take effect.
'executed, includes any mode of execution.
'office' means the registered office of the company.
'the holder' in relation to shares means the member whose name is entered in the
register of members as the holder of the shares.
'the seal' means the common seal of the company.
'secretary' means the Secretary of the company or any other person appointed to
perform the duties of the Secretary of the company, including a joint, assistant
or deputy Secretary.
'the United Kingdom' means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or experessions contained in these
regulations bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when these regulations become binding on the
company.
SHARE CAPITAL
2. Subject to the provisions of the Act and without prejudice to any rights
attached to any existing shares, any share may be issued with such rights or
restrictions as the company may be ordinary resolutions determine.
3. Subject to the provisions of the Act, 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 the articles.
4. The company may exercise the powers of paying commissions conferred by the
Act. Subject to the provision of the Act, any such commission 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.
5. 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 the
articles or by law) the company shall not be bound by or recongnise any interest
in any share except an absolute right to the entirety thereof in the holder.
SHARE CERTIFICATES
6. 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 directors may determine. Every certificate shall be
sealed with the seal and 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. The company shall not be bound to issue more than one
certificate for share held jointly by several persons and delivery of a
certificate to one joint holder shall be a sufficient delivery to all of them.
7. 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 and payment of the
expenses reasonably incurred by the company in investigating evidence as the
directors may determine but otherwise free of charge, and (in the case of
defacement or wearing-out) on delivery up of the old certificate.
LIEN
8. The company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys (whether presently payable or not) payable
at a fixed time or called in respect of that share. The directors may at any
time declare any shares to be wholly or in part exempt from the provisions of
this regulation. The company's lien on a share shall extend to any amount
payable in respect of it.
9. The company may sell in such manner as the directors determine any shares 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, demanding payment and
stating that if the notice is not complied with the shares may be sold.
10. To give effect to a sale the directors 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 title of the transferee to the shares shall
not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
11. The net proceeds of the sale, after payment of the costs shall be applied in
payment of so much of the sum for 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 he
person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
12. Subject to the terms of allotment, the directors may 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 payment
of a call may be postponed in whole or part. A person upon whom a call is made
shall remain liable for calls made upon him not withstanding the subsequent
transfer of the shares in respect whereof the call was made.
13. A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed.
14. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
15. If a call remains unpaid 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, at
the appropriate rate (as defined by the Act) but the directors may waive payment
of the interest wholly or in part.
16. 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 and if it is not paid the provisions of the
articles shall apply as if that amount had become due and payable by virtue of a
call.
17. Subject to the terms of allotment, the directors may make arrangements on
the issue of shares for a difference between the holders in the amounts and
times of payment of calls on their shares.
18. If a call remains unpaid after it has become due and payable the directors
may give to the person from whom it is due not less than fourteen clear days'
notice requiring payment of the amount unpaid together with any interest which
may have accrued. The notice shall name the place where payment is to be made
and shall state that if the notice is not complied with the shares in respect of
which the call was made will be liable to be forfeited.
19. If the notice is not complied with any share in respect of which it was
given may, before the payment required by the notice has been made, be forfeited
by a resolution of the directors and the forfeiture shall include all dividends
or other monies payable in respect of the forfeited shares and not paid before
the forfeiture.
20. Subject to the provisions of the Act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the
holder or to any other person and at any time before sale, reallotment or other
disposition, the forfeiture may be cancelled on such terms as the directors
think fit. Where for the purposes of its disposal a forfeited share is to be
transferred to any person the directors may authorise some person to execute an
instrument of transfer of the share to that person.
21. A person any of whose shares have been forfeited shall cases 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 at the rate at which interest
was payable on those moneys before the forfeiture or, if no interest was so
payable, at the appropriate rate (as defined in the Act) from the date of
forfeiture until payment but the directors 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.
22. A statutory declaration by a director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated
in it as against all 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
consideration, 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
or disposal of the share.
TRANSFER OF SHARES
23. The instrument of transfer of a share may be in any usual form or in any
other form which the directors may approve and shall be executed by or on behalf
of the transferor and, unless the share is fully paid, by or on behalf of the
transferee.
24. The directors may refuse to register the transfer of a share which is not
fully paid to a person of whom they do not approve and they may refuse to
register the transfer of a share on which the company has a lien. They may also
refuse to register a transfer unless-
a) It is lodged at the office or at such other place as the directors may
appoint and is accompanied by the certificate for the shares to which
it relates and such other evidence as the directors may reasonably
require to show the rights of the transferor to make the transfer;
b) It is in respect of only one class of shares; and
c) It is in favour of not more than four transferees.
25. If the directors refuse to register a transfer of a share, they shall within
two months after the date on which the transfer was lodged with the company send
to the transferee notice of the refusal.
26. The registration of transfers of shares or of transfers of any class of
shares may be suspended at such times and for such periods (not exceeding 30
days in any year) as the directors may determine.
27. 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.
28. The company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the directors refuse to
register shall be returned to the person lodging it when notice of the refusal
is given.
TRANSMISSION OF SHARES
29. 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 from any liability in respect of any share which had been
jointly held by him.
30. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the directors
may properly require, 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 affect. If he
elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All the articles relating to the transfer
of shares shall apply to the 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 had
not occurred.
31. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled if he
were the holder of the share, except that he shall not, before being registered
as the holder of the share, be entitled in respect of it to attend or vote at
any meeting of the company or at any separate meeting of the holders of any
class of shares in the company.
ALTERATION OF SHARE CAPITAL
32. The company may by ordinary resolution:
a) Increase its share capital by new 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 Act sub-divide its shares, or any of
them, into shares of smaller amount 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.
33. Whenever as a result of a consolidation of shares any members would become
entitled to fractions of a share, the directors may, on behalf of those members,
sell the shares representing the fractions for the best price reasonably
obtainable to any person (including subject to the provisions of the Act, the
company) and distribute the net proceeds of sale in due proportion among those
members, and the directors 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 money not shall his title to the shares be affected by any irregularity
in or invalidity of the proceedings in reference to the sale.
34. Subject to the provisions of the Act, the company may by special resolution
reduce its share capital, any capital redemption reserve and any share premium
account in any way.
PURCHASE OF OWN SHARES
35. Subject to the provisions of the Act, the company may purchase its own
shares (including any 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.
GENERAL MEETINGS
36. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
37. The directors may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date not later than eight weeks after
receipt of the requisition. 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
38. An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
director shall be called by at least 21 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.
The notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual general
meeting, shall specify the meeting as such.
Subject to the provisions of the 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 and to the
directors and auditors.
39. The accidental ommission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
40. No business shall be transacted at any meeting unless a quorum is present.
Two persons entitled to vote upon the business to be transacted, such being a
member or a proxy for a member or a duly authorised representative of a
corporation, shall be a quorum.
41. If such a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting such a quorum cases to be present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place or to such time and place as the directors may determine.
42. The chairman, if any, of the board of directors or in his absence some other
director nominated by the directors shall preside as chairman of the meeting,
but if neither the chairman nor such other director (if any) be present within
15 minutes after the time appointed for holding the meeting and willing to act,
the directors present shall elect one of their number to be chairman and, if
there is only one director present and willing to act, he shall be chairman.
43. If no director is willing to act as chairman, or if not director is present
within 15 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.
44. 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.
45. 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 have been transacted at the
meeting had the adjournment not taken place. When a meeting is adjourned for 14
days or more, 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 such notice.
46. A resolution put to the vote of a meeting shall be decided on a show of
hands unless before, or on the declaration of the result of the show of hands a
poll is duly demanded. Subject to the provisions of the Act, a poll may be
demanded -
a) by the chairman; or
b) by at least two members having the right to vote at the meeting; or
c) by a member or members 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) by a member or members 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 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.
47. 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.
48. 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.
49. 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.
50. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman shall be entitled to a casting vote in addition to any other
vote he may have.
51. 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 whch the poll was demanded. If a poll is
demanded before the declaration of the results of a show of hands and the demand
is duly withdrawn, the meeting shall continue as if the demand had not been
made.
52. 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.
53. 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 duly convened and held and may consist of several instruments in
the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
54. Subject to any rights or restrictions attached to any shares, on a show of
hands every member who (being an individual) is present in person or (being a
corporation) is present by a duly authorised representative, not being himself a
member entitled to vote, shall have one vote and on a poll every member shall
have one vote for every share of which he is the holder.
55. In the case of joint holders 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 seniority shall be determinded by the order in
which the names of the holders stand in the register of members.
56. A memeber in respect of whom an order has been made by any court 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, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy. Evidence to the satisfaction of the directors 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 the 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.
57. No member shall 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.
58. No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid. Any objection made in
due time shall be referred to the chairman whose decision shall be final and
conclusive.
59. On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.
60. An instrument appointing a proxy shall be in writing, executed by or on
behalf of the appointor 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).
"_____________________________________ PLC/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 name(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_______"
61. Where it is desired to afford members an apportunity 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 director may approve):
"_______________________ PLC/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 name(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.
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 this __________________ day of ______________ 19_____"
62. The instrument appointing a proxy and any authority under whcih it is
executed or a copy of such authority certified notarially or in some other way
approved by the directors may -
(a) 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 tahn 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes
to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded ,
be deposited as aforesaid after the poll has been demanded and not
less than 24 hours before the time appointed for the taking of the
poll; or
c) where the poll is not taken forthwith but is taken not more than 48
hours after it was demanded, be delivered at the meeting or which the
poll was demanded to the chairman or to the secretary or to any
director;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid.
63. A vote given or poll demand 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
64. Unless otherwise determined by ordinary resolution, the number of directors
(other than alternate directors) shall not be subject to any maximum but shall
be not less than two.
ALTERNATE DIRECTORS
65. Any director (other than an alternate director) may appoint any other
director, or any other person approved by resolution of the directors and
willing to act, to be an alternate director and may remove from office an
alternate director so appointed by him.
66. An alternate director shall be entitled to receive notice of all meetings of
directors and of all meetings of committees of directors of which his appointor
is a member, to attend and vote at any such meeting at which the director
appointing him is not personally present, and generally to perform all the
functions of his appointor as a director in his absence but shall not be
entitled to receive any remuneration from the company for his services as an
alternate director. But it shall not be necessary to give notice of such a
meeting to an alternate director who is absent from the United Kingdom.
67. An alternate director shall cease to be an alternate director 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.
68. Any appointment or removal of an alternate director shall be by notice to
the company signed by the director making or revoking the appointment or in any
other manner approved by the directors.
69. Save as otherwise provided in the articles, an alternative director shall
be deemed for all purposes to be a director and 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 DIRECTORS
70. Subject to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution, the business of the company shall be
managed by the directors who 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 directors which would have been valid if that alteration
had not been made or that direction had not been given. The powers given by this
regulation shall not be limited by any special power given to the directors by
the articles and a meeting of directors at which a quorum is present may
exercise all powers exercisable by the directors.
71. The directors may, by power of attorney or otherwise, appoint any person to
be the agent of the company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of his
powers.
DELEGATION OF DIRECTORS' POWERS
72. The directors may delegate any of their powers to any committee consisting
of one or more directors. They may also delegate to any managing director or any
director holding any other executive office such of their powers as they
consider desirable to be exercised by him. Any such delegation may be made
subject to any conditions the directors may impose, and either collaterally with
or to the exclusion of their own powers and may be revoked or altered. Subject
to any such conditions, the proceedings of a committee with two or more members
shall be governed by the articles regulating the proceedings of directors so far
as they are capable of applying.
APPOINTMENT AND RETIREMENT OF DIRECTORS
73. At the first annual general meeting all the directors shall retire from
office, and at every subsequent annual general meeting one-third of the
directors who are subject to retirement by rotation or, if their number is not
three or a multiple of three, the number nearest to one-third shall retire from
office; but, if their is only one director who is subject to retirement by
rotation, he shall retire.
74. Subject to the provisions of the Act, the directors to retire by rotation
shall be those who have been longest in office since their last appointment or
reappointment, but as between persons who become or were last reappointed
directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot.
75. If the company, at the meeting at which a director retires by rotation,
does not fill the vacancy the retiring director shall, if willing to act, be
deemed to have been reappointed unless at the meeting it is resolved not to fill
the vacancy of unless a resolution for the reappointment of the director is put
to the meeting and lost.
76. No person other than a director retiring by rotation shall be appointed or
reappointed as director at any general meeting unless-
a) he is recommended by the directors;
b) not less than 14 nor more than 35 clear days before the date appointed
for the meeting, notice executed by a member qualified to vote at the
meeting has been given to the company of the intention to propose that
person for appointment or reappointment, 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 or
reappointed.
77. Not less than seven nor more than 28 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 (other than a director retiring by
rotation at the meeting who is recommended by the directors for appointment or
reappointment as a director at the meeting or in respect of whom notice has duly
been 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 or reappointed,
be required to be included in the company's register of directors.
78. Subject as aforesaid, the company may by ordinary resolution appoint a
person who is willing to act to be a director either to fill a vacancy or as an
additional director and may also determine the rotation in which any additional
directors are to retire.
79. The directors 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 any number fixed by
or in accordance with the articles as the maximum number of directors. A
director so appointed shall hold office only until the next following annual
general meeting and shall not be taken into account in determining the directors
who are to retire by rotation at the meeting. If not reappointed at such annual
general meeting, he shall vacate office at the conclusion thereof.
80. Subject as aforesaid, a director who retires at an annual general meeting
may, if willing to act, be reappointed. If he is not reappointed, he shall
retain office until the meeting appoints someone in his place, or if it does not
do so, until the end of the meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
81. The office of a director shall be vacated if-
a) he ceases to be a director by virtue of any provision of the Act 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
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 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) 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 directors from meetings of directors held during
that period and the directors resolve that his office be vacated.
REMUNERATION OF DIRECTORS
82. The directors shall be entitled to such remuneration as the company may be
ordinary resolution determine and, unless the resolution provides otherwise, the
remuneration shall be deemed to accrue from day to day.
DIRECTORS' EXPENSES
83. The directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of directors or
committee of directors 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.
DIRECTORS' APPOINTMENTS AND INTERESTS
84. Subject to the provisions of the Act, the directors may appoint one or more
of their number to the office of managing director or to any other executive
office 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 of arrangement may be made upon such terms as the
directors determine and they may remunerate any such director for his services
as they think fit. Any appointment of a director to an executive office shall
terminate if he ceases to be a director but without prejudice to any claim to
damages for breach of the contract of service between the director and the
company. A managing director and a director holding any other executive office
shall not be subject to retirement by rotation.
85. Subject to the provisions of the Act, and provided that he has disclosed to
the directors 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 be a director or other officer of, or employed by, or a party to
any transaction of arrangement with, or otherwise interested in, any
body corporate promoted by the company or in which the company is
otherwise interested; and
c) shall not, by reason of his office, be accountable to the company for
any benefit which he derives from any such office or employment of
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.
86. For the purposes of regulation 85-
a) a general notice given to the directors that a director is to be
regarded as having an interest of the nature and extend 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.
DIRECTORS' GRATUITIES AND PENSIONS
87. The directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the company or with any
body corporate which is or has been a subsidiary of the company or a
predecessor in business of the company or of any such subsidiary, 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.
PROCEEDINGS OF DIRECTORS
88. Subject to the provisions of the articles, the directors may regulate their
proceedings as they think fit. A director may, and the Secretary at the request
of a director shall, call a meeting of the directors. It shall not be necessary
to give notice of a meeting to a director who is absent from the United Kingdom.
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.
A director who is also an alternate director shall be entitled in the absence of
his appointor to a separate vote on behalf of his appointor in addition to his
own vote.
89. The quorum for the transaction of the business of the directors may be fixed
by the directors 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.
90. 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 quorum, the continuing directors or director
may act only for the purpose of filling vacancies or of calling a general
meeting.
91. The directors may appoint one of their number to be the chairman of the
board of directors and may at any time remove him from that office. Unless he is
unwilling to do so, the director so appointed shall preside at every meeting of
directors at which he is present. But if there is no director holding that
office, or if the director holding it is unwilling to preside or is not 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.
92. All acts done by a meeting of directors, or of a committee of directors, or
by a person acting as a director shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any 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 and
had been entitled to vote.
93. A resolution in writing signed by all the directors entitled to receive
notice of a meeting of directors or of a committee of directors shall be as
valid and effected as if it had been passed at a meeting of directors or (as the
case may be) a committee of directors duly convinced and held and may consist of
several documents in the like form each signed by one or more directors; but a
resolution signed by an alternate director need not also be signed by his
appointor and, if it is signed by a director who has appointed an alternative
director, it need not be signed by the alternate director in that capacity.
94. Save as otherwise provided by the articles a director shall not vote
at a meeting of director or of a committee of directors on any resolution
concerning a matter in which he has, directly or indirectly, an interest or duty
which is material and which conflicts or may conflict with the interests of the
company unless his interest or duty arises only because the case falls within
one or more of the following paragraphs -
a) the resolution relates to the giving to him of a guarantee, security,
or indemnity in respect of money lent to, or an obligation incurred by
him for the benefit of, the company or any of its subsidiaries;
b) the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or
any of its subsidiaries for which the director has assumed
responsibility in whole or part and whether alone or jointly with
others under a guarantee or indemnity or by the giving of security.
c) his interest arises by virtue of his subscribing or agreeing to
subscribe for any shares, debentures or other securities of the
company or any of its subsidiaries, or by virtue of his being, or
intending to become, a participant in the underwriting or
sub-underwriting of an offer of any such shares, debentures, or other
securities by the company or any of its subsidiaries for subscription,
purchase or exchange;
d) the resolution relates in any way to a retirement benefits scheme
which has been approved, or is conditional upon approval, by the Board
of Inland Revenue for taxation purposes.
For the purposes of this regulation, an interest of a person who is, for any
purpose of the Act (excluding any statutory modification thereof not in force
when this regulation becomes binding on the company), connected with a director
shall be treated as an interest of the director and in relation to an alternate
director, an interest of his appointor shall be treated as an interest of the
alternate director without prejudice to any interest which the alternate
director has otherwise.
95. 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.
96. The company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of the
articles prohibiting a director from voting at a meeting of directors or of a
committee of directors.
97. Where proposals are under consideration concerning the appointment of two or
more directors to office 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 (provided he is not for another
reason precluded from voting) 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.
98. If a question arises at a meeting of directors or of a committee of
directors as to the right of a director to vote, 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 be final and conclusive.
SECRETARY
99. Subject to the provisions of the Act, the secretary shall be appointed by
the directors for such term, at such remuneration and upon such conditions as
they may think fit; and any Secretary as appointed may be removed by them.
MINUTES
100. The directors shall cause minutes to be made in books kept for the purpose-
a) of all appointments of officers made by the directors; and
b) of all proceedings at meetings of the company of the holders of any
class of shares in the company, and of directors, and of committees of
directors, including the names of the directors present at each such
meeting.
THE SEAL
101. The seal shall only be used by the authority of directors or of a committee
of directors authorised by the directors. The directors may determine who shall
sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or by a second
director.
DIVIDENDS
102. Subject to the provisions of the Act, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount the recommanded by the
directors.
103. Subject to the provisions of the Act, the directors may be interim
dividends if it appaers to them that they are justified by the profits of the
company available for distribution. If the share capital is divided into
different classes, the directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regards to dividend as well as on
shares which confer preferential rights with regards to dividend, but no interim
dividend shall be paid on shares carrying deferred on non-preferred rights if,
at the time of payment, any preferential dividend is in arrear. The director may
also pay an intervals settled by them any dividend payable at a fixed rate if it
appaers to them that the profits available for distribution justify the payment.
Provided the directors act in good faith they shall not incur any liability to
the holders of shares conferring preferred rights for any loss they may suffer
by lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.
104. 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. 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.
105. A general meeting declaring a dividend may, upon the recommendation of the
directors, direct that it shall be satisified wholly or partly by the
distribution of assets and, where any difficulty arises in regard to the
distribution, the directors may settle the same and in particular may issue
fractional certificates and 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.
106. Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the 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, to the registered address of
that one of those persons who is first named in the register of members or to
such person and to such address as the person or persons entitled may in writing
direct. Every cheque 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 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.
107. 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.
108. Any dividend which has remained unclaimed for 12 years from the date when
it became due for payment shall, if the directors so resolve, be forfeited and
cease to remain owing by the company.
ACCOUNTS
109. No member shall (as such) have any right of inspecting any accounting
record or other book or document of the company except as conferred by statute
or authorised by the directors or by ordinary resolution of the company.
CAPITALISATION OF PROFITS
110. The directors may with the authority of an ordinary resolution of the
company-
a) Subject as hereinafter provided, resolve to capitalise any undivided
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 the company's share premium account or
capital redemption reserve;
b) appropriate the sum resolved to be capitalised to the members who
would have been entitled to it if it were distributed by way of
dividend and in the same proportions and apply such 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 or debentures of the company of a
nominal amount equal to that sum, and allot the shares or debentures
credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and party in 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
regulation, only be applied in paying up unissued shares to be alloted
to members credited as fully paid.
c) make such provision by the issue of fractional certificates or by
payment in cash or otherwise as they determine in the case of shares
or debentures becoming distributable under this regulation in
fractions; and
(d) authorise any person to enter on behalf of all the members concerned
into an agreement with the company providing for the allotment to them
respectively, credited as fully paid, of any shares or debentures to
which they are entitled upon such capitalisation, any agreement made
under such authority being binding on all such members.
NOTICES
111. Any notice to be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of the directors need not
be in writing.
112. The company may give any notice to a member either personality or by
sending it by post in a prepaid envelops 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 shall be given to the joint holder whose name
stands first in the register of members in respect of the joint holding and
notice so given shall be sufficient notice 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 no such member shall be entitled to recieve any notice from the
company.
113. 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.
114. 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 of
members, has been duly given to a person from whom he derives his title.
115. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiration of 48 hours after the envelope
containing it was posted.
116. 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 the articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustees 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 occured.
WINDING UP
117. 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
Act, 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.
INDEMNITY
118. Subject to the provisions of the Act 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 any liablity incurred by him in defending any proceedings, whether civil
or criminal, in which judgement is given in his favour 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.
FILING COPY
Company Number 4413202
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
WRITTEN RESOLUTION
OF
HELIWORLD LEASING LIMITED
("THE COMPANY")
The following special resolution was passed by way of a written resolution by
the Sole the Member of the Company on 8th July 2004;
"That the Articles of Association of the Company be and are hereby altered by
inclusion of the following as a new article 17A, after existing article 17:-
"l7A A Director may participate in a meeting of the Directors of which he is a
member by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other.
Participation in a meeting in this manner is deemed to constitute presence
in person at the meeting." "
/s/ Keith Mullett
- ----------------------------------------
Director Date 9 July 2004
(Barcode)