EXHIBIT 3.1.2
COMPANIES (JERSEY) LAW 1991
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
GRANITE FINANCE
FUNDING LIMITED
REGISTERED: 14TH FEBRUARY 2001
(as amended by special resolutions dated 6th March 2001 and
14th August 2001)
(LOGO) (M)
MOURANT DU FEU & JEUNE
ADVOCATES, SOLICITORS AND NOTARIES PUBLIC
P.O. Box 87, 22 Grenville Street, St Helier,
Jersey JE4 8PX, Channel Islands
Tel: (01534) 609000 Fax: (01534) 609333
COMPANIES (JERSEY) LAW 1991
MEMORANDUM OF ASSOCIATION
OF
GRANITE FINANCE FUNDING LIMITED
1. The name of the Company is Granite Finance Funding Limited.
2. The share capital of the Company is (pound)100,000 divided into 100,000
shares of (pound)1 each.
3. The liability of the members is limited.
As amended by special resolutions dated 6th March 2001 and 14th August 2001
WE, THE SUBSCRIBERS TO THIS MEMORANDUM OF ASSOCIATION, WISH TO BE FORMED INTO A
COMPANY PURSUANT TO THIS MEMORANDUM, AND WE AGREE TO TAKE THE NUMBER OF SHARES
SHOWN OPPOSITE OUR RESPECTIVE NAMES.
Corporate names and Signatures Number of shares
registered offices of for and on behalf taken by each
subscribers of subscribers subscriber
- ----------------------- -------------------- ------------------
/s/ 5
Juris Limited ---------------------
22 Grenville Street Director
St Helier
Jersey JE4 8PX
Channel Islands
/s/ 5
Lively Limited ---------------------
22 Grenville Street Director
St Helier
Jersey JE4 8PX
Channel Islands
Witness to the above signatures: /s/ WAYNE GEORGELIN
---------------------
Wayne Georgelin
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
COMPANIES (JERSEY) LAW 1991
ARTICLES OF ASSOCIATION
OF
GRANITE FINANCE FUNDING LIMITED
INTERPRETATION
1. In these Articles, if not inconsistent with the subject or context, the
words in the first column of the following table shall bear the meanings
set opposite to them respectively in the second column.
WORDS MEANINGS
----- --------
these Articles These Articles of Association in their present form
or as from time to time altered.
auditors Auditors (if any) of the Company appointed pursuant
to these Articles.
bankrupt Shall have the meaning defined in the Interpretation
(Jersey) Law, 1954.
clear days In relation to the period of a notice, shall mean
that period excluding the day when the notice is
served or deemed to be served and the day for which
it is given or on which it is to take effect.
Directors The directors of the Company for the time being.
holding company Shall have the meaning defined in the Law.
the Island The Island of Jersey.
the Law The Companies (Jersey) Law 1991.
Member A person whose name is entered in the Register as the
holder of shares in the Company.
month Calendar month.
notice A written notice unless otherwise specifically
stated.
Office The registered office of the Company.
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paid up Shall include credited as paid up.
present in person In relation to general meetings of the Company and to
meetings of the holders of any class of shares, shall
include present by attorney or by proxy or, in the
case of a corporate shareholder, by representative.
Register The register of Members to be kept pursuant to
Article 26 hereof.
Secretary Any person appointed by the Directors to perform any
of the duties of secretary of the Company (including a
temporary or assistant secretary), and in the event
of two or more persons being appointed as joint
secretaries any one or more of the persons so
appointed.
Special Resolution A resolution of the Company passed as a special
resolution in accordance with the Law.
2. In these Articles, unless there be something in the subject or context
inconsistent with such construction:--
(a) the word "may" shall be construed as permissive and the word "shall"
shall be construed as imperative;
(b) the word "signed" shall be construed as including a signature or
representation of a signature affixed by mechanical or other means;
(c) the words "in writing" shall be construed as including written,
printed, telexed, electronically transmitted or any other mode of
representing or reproducing words in a visible form;
(d) words importing "persons" shall be construed as including companies or
associations or bodies of persons whether corporate or unincorporate;
(e) words importing the singular number shall be construed as including
the plural number and vice versa;
(f) words importing the masculine gender only shall be construed as
including the feminine gender; and
(g) references to enactments are to such enactments as are from time to
time modified, re-enacted or consolidated and shall include any
enactment made in substitution for an enactment that is repealed.
3. The headings herein are for convenience only and shall not affect the
construction of these Articles.
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PRELIMINARY
4. The preliminary expenses incurred informing the Company may be discharged
out of the funds of the Company.
5. The business of the Company shall be commenced as soon after the
incorporation of the Company as the Directors think fit.
SHARE CAPITAL AND SHARES
6. The share capital of the Company is as specified in the Memorandum of
Association and the shares of the Company shall have the rights and be
subject to the conditions contained in these Articles.
7. Without prejudice to any special rights for the time being conferred on the
holders of any class of shares (which special rights shall not be varied or
abrogated except with such consent or sanction as is required by Article 19
hereof and subject to the Law) any share in the Company may be issued with
such preferred, deferred or other special rights, or such restrictions,
whether in regard to dividends, return of capital, voting or otherwise, as
the Company may from time to time, by Special Resolution, determine.
8. Subject to Articles 14 to 17 hereof, the unissued shares for the time being
in the capital of the Company shall be at the disposal of the Directors,
and they may (subject to the provisions of Article 7 hereof) allot, grant
options over, or otherwise dispose of them to such persons at such times
and on such terms as they think proper, but so that no shares shall be
issued at a discount.
9. The Company may issue fractions of shares in accordance with and subject to
the provisions of the Law, provided that:--
(a) a fraction of a share shall be taken into account in determining the
entitlement of a Member as regards dividends or on a winding up; and
(b) a fraction of a share shall not entitle a Member to a vote in respect
thereof.
10. The Company may:--
(a) issue; or
(b) convert any existing non-redeemable shares (whether issued or not)
into,
shares which are to be redeemed, or are liable to be redeemed at the option
of the Company or the holder thereof, on such terms and in such manner as
may be determined by Special Resolution.
11. The Company may pay commissions as permitted by the Law. Subject to the
provisions of the Law, any such commission may be satisfied either 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.
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12. Save as permitted by the Law, the Company shall not give financial
assistance directly or indirectly for the purpose of, or in connection
with, the acquisition made or to be made by any person of any shares in the
Company or its holding company (if any).
13. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or
recognise any equitable, contingent, future or partial interest in any
share, or (except only as by these Articles otherwise provided or as by law
required) any interest in any fraction of a share, or any other right in
respect of any share, except an absolute right to the entirety thereof in
the registered holder.
ALTERATION OF SHARE CAPITAL
14. The Company may, by altering its Memorandum of Association by Special
Resolution, alter its share capital in any manner permitted by the Law.
15. Any new shares created on an increase or other alteration of share capital
shall be issued upon such terms and conditions as the Company in general
meeting shall direct.
16. Unless otherwise directed by the Company in general meeting all new shares
shall be offered to the Members in proportion to the existing shares held
by them. Such offers shall be made by notice specifying the number of
shares to which the Member is entitled and prescribing the period within
which the offer will remain open, and upon the expiry of such period the
offer, if not accepted, shall be deemed to have been declined. All such
shares, if offered to the Members and not taken up by them, shall be
disposed of by the Directors in such manner as the Directors think most
beneficial to the Company.
17. Any capital raised by the creation of new shares shall, unless otherwise
provided by the conditions of issue of the new shares, be considered as
part of the original capital, and the new shares shall be subject to the
provisions of these Articles with reference to the payment of calls,
transfer and transmission of shares, lien or otherwise, applicable to the
existing shares in the Company.
REDUCTION OF SHARE CAPITAL
18. Subject to the provisions of the Law, the Company may, by Special
Resolution, reduce its share capital in any way.
VARIATION OF RIGHTS
19. Whenever the capital of the Company is divided into different classes of
shares, the special rights attached to any class, unless otherwise provided
by the terms of issue of the shares of that class, may be varied or
abrogated, either whilst the Company is a going concern or during or in
contemplation of a winding up, with the consent in writing of the holders
of the majority of the issued shares of that class, or with the sanction of
a resolution passed at a separate meeting of the holders of shares of that
class, but not otherwise. To every such separate meeting all the provisions
of these Articles and of the Law relating to general meetings of the
Company or to the proceedings thereat shall apply, mutatis mutandis, except
that the necessary quorum shall be two persons holding
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or representing at least one-third in nominal amount of the issued shares
of that class but so that if at any adjourned meeting of such holders a
quorum as above defined is not present, those holders who are present in
person shall be a quorum.
20. The special rights conferred upon the holders of any class of shares issued
with preferred or other special rights shall be deemed to be varied by the
reduction of the capital paid up on such shares and by the creation of
further shares ranking in priority thereto, but shall not (unless otherwise
expressly provided by these Articles or by the conditions of issue of such
shares) be deemed to be varied by the creation or issue of further shares
ranking after or pari passu therewith.
SHARE CERTIFICATES
21. Every Member shall be entitled:--
(a) without payment, to one certificate for all his shares of each class
and, when part only of the shares comprised in a certificate is sold
or transferred, to a new certificate for the remainder of the shares
so comprised; or
(b) upon payment of such sum for each certificate as the Directors shall
from time to time determine, to several certificates each for one or
more of his shares of any class.
22. Every certificate shall be issued within two months after allotment or
lodgement of transfer (or within such other period as the conditions of
issue shall provide), shall be under seal, and shall specify the shares to
which it relates and the amount paid up thereon and if so required by the
Law, the distinguishing numbers of such shares.
23. In respect of a share 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 such holders.
24. If a share certificate is defaced, lost or destroyed, it may be renewed on
payment of such fee and on such terms (if any) as to evidence and indemnity
and the payment of out-of-pocket expenses of the Company in relation
thereto as the Directors think fit.
JOINT HOLDERS OF SHARES
25. Where two or more persons are registered as the holders of any share they
shall be deemed to hold the same as joint tenants with the benefit of
survivorship, subject to the following provisions:
(a) the Company shall not be bound to register more than four persons as
the joint holders of any share;
(b) the joint holders of any share shall be liable, severally as well as
jointly, in respect of all payments to be made in respect of such
share;
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(c) any one of such joint holders may give a good receipt for any
dividend, bonus or return of capital payable to such joint holders;
(d) only the senior of the joint holders of a share shall be entitled to
delivery of the certificate relating to such share or to receive
notices from the Company and any notice given to the senior joint
holder shall be deemed notice to all the joint holders; and
(e) for the purpose of the provisions of this Article, seniority shall be
determined by the order in which the names of the joint holders appear
in the Register.
REGISTER OF MEMBERS
26. The Directors shall keep or cause to be kept at the Office or at such other
place in the Island of Jersey where it is made up, as the Directors may
from time to time determine, a Register in the manner required by the Law.
In each year the Directors shall prepare or cause to be prepared and filed
an annual return containing the particulars required by the Law.
LIEN
27. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all monies, whether presently payable or not,
called or payable at a fixed time in respect of such shares; and the
Company shall also have a first and paramount lien on all shares (other
than fully paid shares) registered in the name of a single Member for all
the debts and liabilities of such Member or his estate to the Company,
whether the same shall have been incurred before or after notice to the
Company of any interest of any person other than such Member and whether
the period for the payment or discharge of the same shall have actually
commenced or not, and notwithstanding that the same are joint debts or
liabilities of such Member or his estate and any other person whether a
Member or not. The Company's lien (if any) on a share shall extend to all
dividends or other monies payable thereon or in respect thereof. The
Directors may resolve that any share shall, for such period as they think
fit, be exempt from the provisions of this Article.
28. The Company may sell, in such manner as the Directors think fit, any shares
on which the Company has a lien, but no sale shall be made unless some
monies in respect of which the lien exists are presently payable, and
fourteen days have expired after a notice, stating and demanding payment of
the monies presently payable and giving notice of intention to sell in
default, shall have been served on the holder for the time being of the
shares or the person entitled by reason of his death or bankruptcy to the
shares.
29. The net proceeds of such sale, after payment of the costs of such sale,
shall be applied in or towards payment or satisfaction of the debt or
liability in respect whereof the lien exists, so far as the same is
presently payable, and any residue shall (subject to a like lien for debts
or liabilities not presently payable as existed upon the shares prior to
the sale) be paid to the person entitled to the shares at the time of the
sale. For giving effect to any such sale the Directors may authorise a
person to execute an instrument of transfer of the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the
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shares so transferred and he shall not be bound to see to the application
of the purchase money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
CALLS ON SHARES
30. The Directors may, subject to the provisions of these Articles and to any
conditions of allotment, from time to time make calls upon the Members in
respect of any monies unpaid on their shares (whether on account of the
amount of the shares or by way of premium) provided that (except as
otherwise fixed by the conditions of application or allotment) no call on
any share shall be payable within fourteen days of the date appointed for
payment of the last preceding call, and each Member shall (subject to being
given at least fourteen clear days' notice specifying the time or times and
place of payment) pay to the Company at the time or times and place so
specified the amount called on his shares.
31. A call may be made payable by instalments. A call maybe postponed or wholly
or in part revoked as the Directors may determine. A call shall be deemed
to have been made at the time when the resolution of the Directors
authorising the call was passed.
32. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due may be
required to pay interest on the sum from the day appointed for payment
thereof to the time of actual payment at a rate determined by the Directors
not exceeding the rate of ten per cent per annum.
33. Any sum which by or pursuant to the terms of issue of a share becomes
payable upon allotment or at any fixed date, whether on account of the
amount of the share or by way of premium, shall, for all the purposes of
these Articles, be deemed to be a call duly made and payable on the date on
which, by or pursuant to the terms of issue, the same becomes payable, and
in case of non-payment, all the relevant provisions of these Articles as to
payment of interest, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
34. The Directors may make arrangements on the issue of shares for a difference
between the holders in the amount of calls to be paid and in the times of
payment.
35. The Directors may, if they think fit, receive from any Member willing to
advance the same, all or any part of the money uncalled and unpaid upon the
shares held by him beyond the sums actually called up thereon as a payment
in advance of calls. Any such payment in advance of calls shall extinguish,
so far as the same shall extend, the liability upon the shares in respect
of which it is advanced. The Company may pay interest upon the money so
received, or upon so much thereof as from time to time exceeds the amount
of the calls then made upon the shares in respect of which it has been
received, at such rate as the Directors shall think fit provided that any
amount paid up in advance of calls shall not entitle the holder of the
shares upon which such amount is paid to participate in respect thereof in
any dividend until the same would but for such advance become presently
payable.
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FORFEITURE OF SHARES
36. If a Member fails to pay any call or instalment of a call on or before the
day appointed for payment thereof, the Directors may at any time
thereafter, during such time as any part of such call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued
and any expenses which may have been incurred by the Company by reason of
such non-payment.
37. The notice shall name a further day (not earlier than fourteen days from
the date of service thereof) on or before which and the place where the
payment required by the notice is to be made, and shall state that in the
event of non-payment at or before the time and at the place appointed, the
shares on which the call was made will be liable to be forfeited.
38. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest due in respect thereof
have been made, be forfeited by a resolution of the Directors to that
effect, and such forfeiture shall include all dividends which shall have
been declared on the forfeited shares and not actually paid before the
forfeiture.
39. When any share has been forfeited in accordance with these Articles, notice
of the forfeiture shall forthwith be given to the holder of the share or
the person entitled to the share by transmission, as the case may be, and
an entry of such notice having been given, and of the forfeiture with the
date thereof, shall forthwith be made in the Register opposite to the entry
of the share; but no forfeiture shall be invalidated in any manner by any
omission or neglect to give such notice or to make such entry as aforesaid.
40. A forfeited share may be sold, re-allotted or otherwise disposed of, either
to the person who was before forfeiture the holder thereof or entitled
thereto, or to any other person, upon such terms and in such manner as the
Directors think fit, and at any time before a sale, re-allotment or
disposition the forfeiture may be cancelled on such terms as the Directors
think fit. The Directors may, if necessary, authorise some person to
transfer a forfeited share to any other person as aforesaid.
41. A Member whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares but shall, notwithstanding the forfeiture,
remain liable to pay to the Company all monies which at the date of
forfeiture were presently payable by him to the Company in respect of the
shares, with interest thereon at a rate determined by the Directors not
exceeding ten per cent per annum from the date of forfeiture until payment
and the Directors may enforce payment without any allowance for the value
of the shares at the time of forfeiture.
42. An affidavit by a Director or the Secretary that a share has been duly
forfeited on the date stated therein shall be conclusive evidence of the
facts so stated as against all persons claiming to be entitled to the share
and such affidavit and the receipt of the Company for the consideration (if
any) given for the share on the sale, re-allotment or disposal thereof,
together with the certificate for the share delivered to a purchaser or
allottee thereof, shall (subject to the execution of a transfer if the same
be so required) constitute good title to
8
the share and the person to whom the share is sold, re-allotted or disposed
of shall be registered as the holder of the share and 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 or invalidity in the
proceedings in respect of the forfeiture, sale, re-allotment or disposal of
the share.
43. The provisions of these Articles as to forfeiture shall apply in the case
of non-payment of any sum which by the terms of issue of a share becomes
payable at a fixed time, whether on account of the amount of the share or
by way of premium, as if the same had been payable by virtue of a call duly
made and notified.
TRANSFER AND TRANSMISSION OF SHARES
44. All transfers of shares shall be effected by notice (a "Transfer Notice")
in the usual common form or in any other form approved by the Directors.
45. All Transfer Notices shall be signed by or on behalf of the transferor and,
in the case of a partly paid share, by the transferee. The transferor shall
be deemed to remain the holder of the share until the name of the
transferee is entered on the Register in respect thereof.
46. The Directors may in their absolute discretion, and without assigning any
reason therefor, refuse to register any transfer of shares, including,
without limitation, a transfer of shares to a person of whom they do not
approve and a transfer of shares on which the Company has a lien.
47. The Directors may decline to recognise any Transfer Notice, unless:--
(a) the Transfer Notice is deposited at the Office or such other place as
the Directors may appoint accompanied by the certificate for the
shares to which it relates and such other evidence as the Directors
may reasonably require to show the right of the transferor to make the
transfer; and
(b) the Transfer Notice is in respect of only one class of shares.
48. If the Directors refuse to register any transfer of shares they shall,
within two months after the date on which the Transfer Notice was lodged
with the Company, send to the proposed transferor and transferee notice of
the refusal.
49. All Transfer Notices relating to transfers of shares which are registered
shall be retained by the Company, but any Transfer Notices relating to
transfers of shares which the Directors decline to register shall (except
in any case of fraud) be returned to the person depositing the same.
50. The registration of transfers of shares or of any class of shares may be
suspended whenever the Directors determine.
51. Unless otherwise decided by the Directors in their sole discretion, no fee
shall be charged in respect of the registration of any probate, letters of
administration, certificate of
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marriage or death, power of attorney or other document relating to or
affecting the title to any shares.
52. In respect of any allotment of any share the Directors shall have the same
right to decline to approve the registration of any renouncee of any
allottee as if the application to allot and the renunciation were a
transfer of a share under these Articles.
53. In the case of the death of a Member, the survivors or survivor, where the
deceased was a joint holder, and the executors or administrators of the
deceased, where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
the shares, but nothing in this Article shall release the estate of a
deceased joint holder from any liability in respect of any share jointly
held by him.
54. Any guardian of an infant Member and any curator or guardian or other legal
representative of a Member under legal disability and any person becoming
entitled to a share in consequence of the death or insolvency or bankruptcy
of a Member or otherwise by operation of law may, upon such evidence as to
his entitlement being produced as may from time to time be required by the
Directors and subject as hereinafter provided, elect either to be
registered himself as the holder of the share or to have some person
nominated by him registered as the holder thereof.
55. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a notice signed by him stating that he
so elects together with such evidence as to his entitlement as may from
time to time be required by the Directors. If he shall elect to have
another person registered, he shall testify his election by signing a
Transfer Notice in favour of that person. All the limitations, restrictions
and provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice
or Transfer Notice as aforesaid as would have existed had such transfer
occurred before the death, insolvency or bankruptcy of the Member
concerned.
56. A person becoming entitled to a share by reason of the death or insolvency
or bankruptcy of a Member or otherwise by operation of law shall, upon such
evidence as to his entitlement being produced as may from time to time be
required by the Directors, be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder
of the share, except that he shall not, before being registered as a Member
in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company provided
always that the Directors may at any time give notice requiring any such
person to elect either to be registered himself or to transfer the share
and if the notice is not complied with within one month such person shall
be deemed to have so elected to be registered himself and all the
restrictions on the transfer and transmission of shares contained in these
Articles shall apply to such election.
GENERAL MEETINGS
57. Unless all of the Members agree in writing to dispense with the holding of
annual general meetings and any such agreement remains valid in accordance
with the Law, the
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provisions of Article 58 hereof shall apply with regard to annual general
meetings of the Company.
58. An annual general meeting shall be held once in every calendar year, either
in or outside the Island, at such time and place as may be determined by
the Directors; but so long as the Company holds its first annual general
meeting within eighteen months of its incorporation it need not hold it in
the year of its incorporation or in the following year. All other general
meetings shall be called extraordinary general meetings.
59. The Directors may whenever they think fit, and upon a requisition made in
writing by Members in accordance with the Law the Directors shall, convene
an extraordinary general meeting of the Company.
60. At any extraordinary general meeting called pursuant to a requisition,
unless such meeting is called by the Directors, no business other than that
stated in the requisition as the objects of the meeting shall be
transacted.
CLASS MEETINGS
61. Save as is provided in this Article and otherwise in these Articles, all
the provisions of these Articles and of the Law relating to general
meetings of the Company and to the proceedings thereat shall apply, mutatis
mutandis, to every class meeting. At any class meeting the holders of
shares of the relevant class shall, on a poll, have one vote in respect of
each share of that class held by each of them.
NOTICE OF GENERAL MEETINGS
62. At least twenty-one clear days' notice shall be given of every annual
general meeting and of every general meeting called for the passing of a
Special Resolution, and at least fourteen clear days' notice shall be given
of all other general meetings. Every notice shall specify the place, the
day and the time of the meeting and in the case of special business, the
general nature of such business and, in the case of an annual general
meeting, shall specify the meeting as such. Notice of every meeting shall
be given in the manner hereinafter mentioned to all the Members and to the
Directors and to the auditors.
63. A meeting of the Company shall, notwithstanding that it is called by
shorter notice than that specified in Article 62 hereof, be deemed to have
been duly called 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 Members
having a right to attend and vote at the meeting, being a majority
together holding not less than ninety-five per cent in nominal value
of the shares giving that right.
64. In every notice calling a meeting of the Company there shall appear with
reasonable prominence a statement that a Member entitled to attend and vote
is entitled to appoint one or more proxies to attend and vote instead of
him and that a proxy need not also be a Member.
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65. It shall be the duty of the Company, subject to the provisions of the Law,
on the calling of a meeting on the requisition in writing of such number of
Members as is specified by the Law:--
(a) to give to the Members entitled to receive notice of general meetings
and to the Directors notice of any resolution which may properly be
moved and which it is intended to move at that meeting; and
(b) to circulate to Members entitled to have notice of any general meeting
sent to them, any statement of not more than one thousand words with
respect to the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.
66. The accidental omission 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
67. The business of an annual general meeting shall be to receive and consider
the accounts of the Company and the reports of the Directors and auditors,
to elect Directors (if necessary), to elect auditors and fix their
remuneration, to sanction a dividend if thought fit so to do, and to
transact any other business of which notice has been given.
68. No business shall be transacted at any general meeting except the
adjournment of the meeting unless a quorum of Members is present at the
time when the meeting proceeds to business. Such quorum shall consist of
not less than two Members present in person, but so that not less than two
individuals will constitute the quorum, provided that, if at any time all
of the issued shares in the Company are held by one Member, being a holding
company or its nominee, such quorum shall consist of the Member present in
person.
69. If within half an hour from the time appointed for the meeting a quorum is
not present, or if during the meeting a quorum ceases to be present, the
meeting, if convened by or upon the requisition of Members, shall be
dissolved. If otherwise convened the meeting shall stand adjourned to the
same day in the next week at the same time and place or such day, time and
place as the Directors shall determine.
70. The chairman (if any) of the Directors shall preside as chairman at every
general meeting of the Company. If there is no such chairman, or if at any
meeting he is not present the Members present in person shall choose one of
the Directors present to be chairman, or if no Director shall be present
and willing to take the chair the Members present in person shall choose
one of their number to be chairman.
71. The chairman may with the consent of any 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 any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place. When a meeting is adjourned
for thirty days or more, notice of the adjourned meeting shall be
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given as in the case of the original meeting. Save as aforesaid, it shall
not be necessary to give any notice of any adjourned meeting or of the
business to be transacted at an adjourned meeting.
72. Except where otherwise provided in the Law or in these Articles, all
resolutions shall be adopted if approved by a majority of the votes cast.
In the event of an equality of votes at any general meeting, whether upon a
show of hands or on a poll, the chairman shall not be entitled to a second
or casting vote.
73. At any general meeting every question shall be decided in the first
instance by a show of hands and, unless a poll is demanded by the chairman
or by any Member, a declaration by the chairman that a resolution has on a
show of hands been carried or not carried, or carried or not carried by a
particular majority or lost, 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 such
resolution.
74. If a poll is demanded in the manner mentioned above, it shall be taken at
such time (within twenty-one days) and in such manner as the chairman
directs and the results of such poll shall be deemed to be the resolution
of the Company in general meeting. A poll may be demanded upon the election
of the chairman and upon a question of adjournment and such poll shall be
taken forthwith without adjournment. Any business other than that upon
which a poll has been demanded may proceed pending the taking of the poll.
75. Minutes of all resolutions and proceedings of general meetings shall be
duly and regularly entered in books kept for that purpose and shall be
available for inspection by a Member during business hours without charge.
A Member may require a copy of any such minutes in such manner, and upon
payment of such sum, as provided in the Law.
76. If a Member is by any means in communication with one or more other Members
so that each Member participating in the communication can hear what is
said by any other of them, each Member so participating in the
communication is deemed to be present in person at a meeting with the other
Members so participating, notwithstanding that all the Members so
participating are not present together in the same place. A meeting at
which any or all of the Members participate as aforesaid shall be deemed to
be a general meeting of the Company for the purposes of these Articles
notwithstanding any other provisions of these Articles and all of the
provisions of these Articles and of the Law relating to general meetings of
the Company and to the proceedings thereat shall apply, mutatis mutandis,
to every such meeting.
77. A resolution in writing (including a Special Resolution but excluding a
resolution removing an auditor) signed by all Members who would be entitled
to receive notice of and to attend and vote at a general meeting at which
such a resolution would be proposed, or by their duly appointed attorneys,
shall be as valid and effectual as if it had been passed at a general
meeting of the Company duly convened and held. Any such resolution may
consist of several documents in the like form each signed by one or more of
the Members or their attorneys and signature in the case of a corporate
body which is a Member shall be sufficient if made by a director or other
duly authorised officer thereof or its duly appointed attorney.
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78. (1) On a show of hands every Member present in person shall have one vote.
(2) Subject to any special voting powers or restrictions for the time
being attached to any shares, as may be specified in the terms of
issue thereof or these Articles, on a poll every Member present in
person shall have one vote for each share held by him.
79. Where there are joint registered holders of any share, such persons shall
not have the right of voting individually in respect of such share but
shall elect one of their number to represent them and to vote whether in
person or by proxy in their name. In default of such election the person
whose name appears first in order in the Register in respect of such share
shall be the only person entitled to vote in respect thereof.
80. A Member for whom a special or general attorney is appointed or who is
suffering from some other legal incapacity or interdiction in respect of
whom an order has been made by any court having jurisdiction (whether in
the Island of Jersey or elsewhere) in matters concerning legal incapacity
or interdiction may vote, whether on a show of hands or on a poll, by his
attorney, curator, or other person authorised in that behalf appointed by
that court, and any such attorney, curator or other person may vote by
proxy. Evidence to the satisfaction of the Directors of the authority of
such attorney, curator or other person may be required by the Directors
prior to any vote being exercised by such attorney, curator or other
person.
81. The Directors and the auditors shall be entitled to receive notice of and
to attend and speak at any meeting of Members. Save as aforesaid and as
provided in Article 80 hereof, no person shall be entitled to be present or
take part in any proceedings or vote either personally or by proxy at any
general meeting unless he has been registered as owner of the shares in
respect of which he claims to vote.
82. (1) 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
given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes. Any such objection made in due time shall
be referred to the chairman of the meeting whose decision shall be
final and conclusive.
(2) Where a person is authorised under Article 90 hereof to represent a
body corporate at a general meeting of the Company the Directors or
the chairman of the meeting may require him to produce a certified
copy of the resolution from which he derives his authority.
83. On a poll a Member entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.
84. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or if the appointor
is a corporation either under seal or under the hand of an officer or
attorney duly authorised. A proxy need not be a Member.
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85. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy
of that power or authority, shall be deposited at the Office within such
time (not exceeding forty-eight hours) before the time for holding the
meeting or adjourned meeting or for the taking of a poll at which the
person named in the instrument proposes to vote as the Directors may from
time to time determine.
86. The instrument appointing a proxy may be in any common form or in any other
form approved by the Directors including the following form:--
"GRANITE FINANCE FUNDING 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 for me/us
on my/our behalf at the (annual or extraordinary as the case may be)
general meeting of the Company to be held on the [ ] day of [ ] and at any
adjournment thereof.
Signed this [ ] day of [ ]"
87. Unless the contrary is stated thereon the instrument appointing a proxy
shall be as valid as well for any adjournment of the meeting as for the
meeting to which it relates.
88. A vote given in accordance with the terms of an instrument of proxy shall
be valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or of the authority under which the proxy was
executed provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Office before the
commencement of the meeting or adjourned meeting or the taking of the poll
at which the proxy is used.
89. The Directors may at the expense of the Company send by post or otherwise
to the Members instruments of proxy (with or without provision for their
return prepaid) for use at any general meeting or at any separate meeting
of the holders of any class of shares of the Company either in blank or
nominating in the alternative any one or more of the Directors or any other
persons. If for the purpose of any meeting invitations to appoint as proxy
a person or one or more of a number of persons specified in the invitations
are issued at the Company's expense they shall be issued to all (and not to
some only) of the Members entitled to be sent a notice of the meeting and
to vote thereat by proxy.
CORPORATE MEMBERS
90. Any body corporate which is a Member may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its
representative at any meeting of Members (or of any class of Members) and
the person so authorised shall be entitled to exercise on behalf of the
body corporate which he represents the same powers as that body corporate
could exercise if it were an individual.
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DIRECTORS
91. The Company may by ordinary resolution determine the maximum and minimum
number of Directors and unless and until otherwise so determined the
minimum number of Directors shall be two. The Company shall keep or cause
to be kept at the Office a register of its Directors in the manner required
by the Law.
92. A Director need not be a Member but shall nevertheless be entitled to
receive notice of and to attend and speak at any general meeting or at any
separate meeting of the holders of any class of shares in the Company.
93. The Directors shall be paid out of the funds of the Company their
travelling and other expenses properly and necessarily expended by them in
attending meetings of the Directors or Members or otherwise on the affairs
of the Company. They shall also be paid by way of remuneration for their
services such sum as shall be fixed by resolution of the Company, which
shall be divided between them as they shall agree or, failing agreement,
equally and shall be deemed to accrue from day to day. If any Director
shall be appointed agent or to perform extra services or to make any
special exertions or to go or reside abroad for any of the purposes of the
Company, the Directors may remunerate such Director therefor either by a
fixed sum or by commission or participation in profits or otherwise or
partly one way and partly in another as they think fit, and such
remuneration may be either in addition to or in substitution for his
remuneration hereinbefore provided.
ALTERNATE DIRECTORS
94. Any Director may at his sole discretion and at any time and from time to
time appoint any person (other than a person disqualified by law from being
a director of a company) as an alternate Director to attend and vote in his
place at any meetings of Directors at which he is not personally present.
Each Director shall be at liberty to appoint under this Article more than
one alternate Director provided that only one such alternate Director may
at any one time act on behalf of the Director by whom he has been
appointed. Every such appointment shall be effective and the following
provisions shall apply in connection therewith:
(a) every alternate Director while he holds office as such shall be
entitled to notice of meetings of Directors and to attend and to
exercise all the rights and privileges of his appointor at all such
meetings at which his appointor is not personally present;
(b) every alternate Director shall ipso facto vacate office if and when
his appointment expires or the Director who appointed him ceases to be
a Director of the Company or removes the alternate Director from
office by notice under his hand served upon the Company;
(c) every alternate Director shall be entitled to be paid all travelling,
hotel and other expenses reasonably incurred by him in attending
meetings. The remuneration (if any) of an alternate Director shall be
payable out of the remuneration payable to the Director appointing him
as may be agreed between them;
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(d) a Director may act as alternate Director for another Director and
shall be entitled to vote for such other Director as well as on his
own account, but no Director shall at any meeting be entitled to act
as alternate Director for more than one other Director; and
(e) a Director who is also appointed an alternate Director shall be
considered as two Directors for the purpose of making a quorum of
Directors when such quorum shall exceed two.
95. The instrument appointing an alternate Director may be in any form approved
by the Directors including the following form:
"GRANITE FINANCE FUNDING LIMITED
I, [ ] a Director of the above named Company, in pursuance of the power in
that behalf contained in the Articles of Association of the Company, do
hereby nominate and appoint [ ] of [ ] to act as alternate Director in my
place at the meeting of the Directors to be held on the [ ] day of [ ] and
at any adjournment thereof which I am unable to attend and to exercise all
my duties as a Director of the Company at such meeting.
Signed this [ ] day of [ ]"
96. Save as otherwise provided in Article 94(b) hereof, any appointment or
removal of an alternate Director shall be by notice signed by the Director
making or revoking the appointment and shall take effect when lodged at the
Office or otherwise notified to the Company in such manner as is approved
by the Directors.
EXECUTIVE DIRECTORS
97. The Directors may from time to time appoint one or more of their number to
be the holder of any executive office on such terms and for such periods as
they may determine. The appointment of any Director to any executive office
shall be subject to termination if he ceases to be a Director, but without
prejudice to any claim for damages for breach of any contract of service
between him and the Company.
98. The Directors may entrust to and confer upon a Director holding any
executive office any of the powers exercisable by the Directors, upon such
terms and conditions and with such restrictions as they think fit, and
either collaterally with or to the exclusion of their own powers and may
from time to time revoke, withdraw, alter or vary all or any of such
powers.
APPOINTMENT OF DIRECTORS
99. The first Directors of the Company shall be appointed in writing by the
Subscribers to the Memorandum of Association or by the majority of them;
they shall hold office until they resign or are disqualified in accordance
with Article 103 hereof.
100. Subject to the provisions of Article 91 hereof, the Directors shall have
power at any time and from time to time to appoint any person to be a
Director, either to fill a casual
17
vacancy or as an addition to the existing Directors. Any Director so
appointed shall hold office until he resigns or is disqualified in
accordance with Article 103 hereof.
101. At any general meeting at which a Director retires or is removed from
office the Company shall elect a Director to fill the vacancy, unless the
Company determines to reduce the number of Directors in office. If the
Company in general meeting determines to increase the number of Directors
in office the Company shall elect additional Directors.
102. Seven clear days' notice shall be given to the Company of the intention of
any Member to propose any person for election to the office of Director
provided always that, if the Members present at a general meeting
unanimously consent, the chairman of such meeting may waive the said notice
and submit to the meeting the name of any person duly qualified and willing
to act.
RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS
103. The office of a Director shall be vacated if:--
(a) he resigns his office by notice to the Company; or
(b) he ceases to be a Director by virtue of any provision of the Law or
he becomes prohibited or disqualified by law from being a Director; or
(c) he becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(d) he is removed from office by resolution of the Members.
POWERS OF DIRECTORS
104. The business of the Company shall be managed by the Directors who may
exercise all such powers of the Company as are not by the Law or these
Articles required to be exercised by the Company in general meeting, and
the power and authority to represent the Company in all transactions
relating to real and personal property and all other legal or judicial
transactions, acts and matters and before all courts of law shall be vested
in the Directors. If at any time the Company shall determine by ordinary
resolution that there shall be only one Director the business of the
Company shall be managed by the sole Director. The Directors' powers shall
be subject to any regulations of these Articles, to the provisions of the
Law and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the Company in general
meeting, but no regulations made by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid if
such regulations had not been made.
105. The Directors may, by power of attorney, mandate 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.
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TRANSACTIONS WITH DIRECTORS
106. A Director, including an alternate Director, may hold any other office or
place of profit under the Company (other than the office of auditor) in
conjunction with his office of Director and may act in a professional
capacity to the Company on such terms as to tenure of office, remuneration
and otherwise as the Directors may determine.
107. Subject to the provisions of the Law, and provided that he has disclosed to
the Directors the nature and extent of any of his material interests, 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 or 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 or
from any such transaction or arrangement or from any interest in any
such body corporate and no such transaction or arrangement shall be
liable to be avoided on the ground of any such interest or benefit.
108. For the purposes of Article 107:--
(a) a general notice given to the Directors that a Director is to be
regarded as having an interest of the nature and extent specified in
the notice in any transaction or arrangement in which a specified
person or class of persons is interested shall be deemed to be a
disclosure that the Director has an interest in any such transaction
of the nature and extent so specified; and
(b) an interest of which a Director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as
an interest of that Director.
PROCEEDINGS OF DIRECTORS
109. The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit. Questions arising at
any meeting shall be determined by a majority of votes. In 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 the Director whom he is representing, to a separate vote on
behalf of such Director in addition to his own vote. A Director may, and
the Secretary on the requisition of a Director shall, at any time, summon a
meeting of the Directors by giving to each Director and alternate Director
not less than twenty-four hours' notice of the meeting provided that any
meeting may be convened at shorter notice and in such manner as each
Director or his alternate Director shall approve provided further that
unless otherwise resolved by the Directors notices of Directors' meetings
need not be in writing.
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110. A meeting of the Directors at which a quorum is present shall be competent
to exercise all powers and discretions for the time being exercisable by
the Directors. The quorum necessary 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. If at any time the Company shall determine by
ordinary resolution that there shall be only one Director such quorum shall
be one. For the purposes of this Article and subject to the provisions of
Article 94(e) hereof an alternate Director shall be counted in a quorum,
but so that not less than two individuals will constitute the quorum.
111. A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting at which he is appointed to hold any office or place
of profit under the Company, or at which the terms of his appointment are
arranged, but he may not vote on his own appointment or the terms thereof.
112. A Director, notwithstanding his interest, may be counted in the quorum
present at any meeting at which any contract or arrangement in which he is
interested is considered and, subject to the provisions of Articles 107 and
108 hereof, he may vote in respect of any such contract or arrangement.
113. 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 of the Company. If at any time the Company
shall determine by ordinary resolution that there shall be only one
Director the foregoing provisions of this Article shall not apply. If there
are no Directors or no Director is able or willing to act, then any Member
or the Secretary may summon a general meeting for the purpose of appointing
Directors.
114. The Directors may from time to time elect from their number, and remove, a
chairman and/or deputy chairman and/or vice-chairman and determine the
period for which they are to hold office. The chairman, or in his absence
the deputy chairman, or in his absence, the vice-chairman, shall preside at
all meetings of the Directors, but if no such chairman, deputy chairman or
vice-chairman be elected, or if at any meeting the chairman, the deputy
chairman and vice-chairman be not present within five minutes after the
time appointed for holding the same, the Directors present may choose one
of their number to be the chairman of the meeting.
115. The Directors may delegate any of their powers to committees consisting of
such Directors or Director or such other persons as they think fit. Any
committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on it by the Directors. The
meetings and proceedings of any such committee consisting of two or more
persons shall be governed by the provisions of these Articles regulating
the meetings and proceedings of the Directors, so far as the same are
applicable and are not superseded by any regulations made by the Directors
under this Article.
116. If a Director is by any means in communication with one or more other
Directors so that each Director participating in the communication can hear
what is said by any other of
20
them, each Director so participating in the communication is deemed to be
present at a meeting with the other Directors so participating,
notwithstanding that all the Directors so participating are not present
together in the same place.
117. A resolution in writing of which notice has been given to all of the
Directors or to all of the members of a committee appointed pursuant to
Article 115 hereof (as the case may be), if signed by a majority of the
Directors or of the members of such committee (as the case may be), shall
be valid and effectual as if it had been passed at a meeting of the
Directors or of the relevant committee duly convened and held and may
consist of two or more documents in like form each signed by one or more of
the Directors or members of the relevant committee.
118. All acts done bona fide by any meeting of Directors or of a committee
appointed by the Directors or by any person acting as a Director shall,
notwithstanding that it is afterwards discovered that there was some defect
in the appointment of any such Director or committee or person acting as
aforesaid, or that they or any of them were disqualified or had vacated
office or were not entitled to vote, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a
Director or a member of a committee appointed by the Directors and had
been entitled to vote.
MINUTE BOOK
119. The Directors shall cause all resolutions in writing passed in accordance
with Articles 77 and 117 hereof and minutes of proceedings at all general
meetings of the Company or of the holders of any class of the Company's
shares and of the Directors and of committees appointed by the Directors to
be entered in books kept for the purpose. Any minutes of a meeting, if
purporting to be signed by the chairman of the meeting or by the chairman
of the next succeeding meeting, shall be evidence of the proceedings.
SECRETARY
120. The Secretary shall be appointed by the Directors and any secretary so
appointed may be removed by the Directors. Anything required or authorised
to be done by or to the Secretary may, if the office is vacant or there is
for any other reason no secretary capable of acting, be done by or to any
assistant or deputy secretary or if there is no assistant or deputy
secretary capable of acting, by or to any officer of the Company authorised
generally or specially in that behalf by the Directors provided that any
provisions of these Articles requiring or authorising a thing to be done by
or to a Director and the Secretary shall not be satisfied by its being done
by or to the same person acting both as Director and as, or in place of,
the Secretary. The Company shall keep or cause to be kept at the Office a
register of particulars with regard to its Secretary in the manner required
by the Law.
SEALS
121. The Company shall have a common seal and may in accordance with the Law
have an official seal for use outside of the Island and an official seal
for sealing securities issued by the Company or for sealing documents
creating or evidencing securities so issued.
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122. The Directors shall provide for the safe custody of all seals and no seal
shall be used except by the authority of a resolution of the Directors or
of a committee of the Directors authorised in that behalf by the Directors.
123. The Directors may from time to time make such regulations as they think fit
determining the persons and the number of such persons who shall sign every
instrument to which a seal is affixed and until otherwise so determined
every such instrument shall be signed by one Director and shall be
countersigned by the Secretary or by a second Director. The Company may, in
writing under its common seal, authorise an agent appointed for the purpose
to affix any official seal to a document to which the Company is a party.
AUTHENTICATION OF DOCUMENTS
124. Any Director or the Secretary or any person appointed by the Directors for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company (including the Memorandum of Association and
these Articles) and any resolutions passed by the Company or the Directors
and any books, records, documents and accounts relating to the business of
the Company, and to certify copies thereof or extracts therefrom as true
copies or extracts; and where books, records, documents or accounts are
elsewhere than at the Office, the local manager or other officer of the
company having the custody thereof shall be deemed to be a person appointed
by the Directors as aforesaid.
DIVIDENDS
125. Subject to the provisions of the Law, the Company may by resolution declare
dividends in accordance with the respective rights of the Members, but no
dividend shall exceed the amount recommended by the Directors.
126. Subject to any particular rights or limitations as to dividend for the time
being attached to any shares, as may be specified in these Articles or upon
which such shares may be issued, all dividends shall be declared,
apportioned and paid pro-rata according to the amounts paid up on the
shares (otherwise than in advance of calls) during any portion or portions
of the period in respect of which the dividend is paid.
127. Subject to the provisions of the Law, the Directors may, if they think
fit, from time to time pay to the Members such interim dividends as appear
to the Directors to be justified.
128. If at any time the share capital of the Company is divided into different
classes, the Directors may pay interim dividends in respect of those shares
in the capital of the Company which confer on the holders thereof deferred
or non-preferred rights, as well as in respect of those shares which confer
on the holders thereof preferential rights with regard to dividend. The
Directors may also pay half-yearly, or at other suitable intervals to be
settled by them, any dividend which may be payable at a fixed rate if they
are of the opinion that the profits of the Company justify the payment.
Provided the Directors act bona fide they shall not incur any personal
liability to the holders of shares conferring a preference for any damage
that they may suffer by reason of the payment of an interim dividend on any
shares having deferred or non-preferred rights.
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129. The Directors may deduct from any dividend or other monies payable to any
Member on or in respect of a share all sums of money (if any) presently
payable by him to the Company on account of calls or otherwise in relation
to the shares of the Company.
130. All unclaimed dividends may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed. No dividend shall
bear interest as against the Company.
131. Any dividend which has remained unclaimed for a period of ten years from
the date of declaration thereof shall, if the Directors so resolve, be
forfeited and cease to remain owing by the Company and shall thenceforth
belong to the Company absolutely.
132. Any dividend or other monies payable on or in respect of a share may be
paid by cheque or warrant sent through the post to the registered address
of the Member or person entitled thereto, and in the case of joint holders
to any one of such joint holders, or to such person and to such address as
the holder or joint holders may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent
or to such other person as the holder or joint holders may in writing
direct, and payment of the cheque or warrant shall be a good discharge to
the Company. Every such cheque or warrant shall be sent at the risk of the
person entitled to the money represented thereby.
133. A general meeting declaring a dividend may, upon the recommendation of the
Directors, direct payment of such dividend wholly or in part by the
distribution of specific assets, and in particular of paid up shares or
debentures of any other company, and the Directors shall give effect to
such resolution; and where any difficulty arises in regard to the
distribution they may settle the same as they think expedient, and in
particular may issue certificates representing part of a shareholding or
fractions of shares, and may fix the value for distribution of such
specific assets or any part thereof, and may determine that cash payment
shall be made to any Members upon the footing of the value so fixed, in
order to adjust the rights of Members, and may vest any specific assets in
trustees upon trust for the persons entitled to the dividend as may seem
expedient to the Directors, and generally may make such arrangements for
the allotment, acceptance and sale of such specific assets or certificates
representing part of a shareholding or fractions of shares, or any part
thereof, and otherwise as they think fit.
134. Any resolution declaring a dividend on the shares of any class, whether a
resolution of the Company in general meeting or a resolution of the
Directors, or any resolution of the Directors for the payment of a fixed
dividend on a date prescribed for the payment thereof, may specify that the
same shall be payable to the persons registered as the holders of shares of
the class concerned at the close of business on a particular date,
notwithstanding that it may be a date prior to that on which the resolution
is passed (or, as the case may be, that prescribed for payment of a fixed
dividend), and thereupon the dividend shall be payable to them in
accordance with their respective holdings so registered, but without
prejudice to the rights inter se in respect of such dividend of transferors
and transferees of any shares of the relevant class.
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RESERVE FUND
135. Before the declaration of a dividend the Directors may set aside any part
of the net profits of the Company to create a reserve fund, and may apply
the same either by employing it in the business of the Company or by
investing it in such a manner (not being the purchase of or by way of loan
upon the shares of the Company) as they think fit. Such reserve fund may be
applied for the purpose of maintaining the property of the Company,
replacing wasting assets, meeting contingencies, forming an insurance fund,
or equalising dividends or special dividends, or for any other purpose for
which the net profits of the Company may lawfully be used, and until the
same shall be applied it shall remain undivided profits. The Directors may
also carry forward to the accounts of the succeeding year or years any
balance of profit which they do not think fit either to divide or to place
to reserve.
SHARE PREMIUM ACCOUNT
136. There shall be transferred to a share premium account, as required by the
Law, the amount or value of any premium paid up on shares issued by the
Company and the sums for the time being standing to the credit of the share
premium account shall be applied only in accordance with the Law.
CAPITALISATION
137. The Company may, upon the recommendation of the Directors, resolve that it
is desirable to capitalise any undistributed profits of the Company
(including profits carried and standing to any reserve or reserves) not
required for paying the fixed dividends on any shares entitled to fixed
preferential dividends with or without further participation in profits, or
any sum carried to reserve as a result of the sale or revaluation of the
assets of the Company (other than goodwill) or any part thereof or, subject
as hereinafter provided, any sum standing to the credit of the Company's
share premium account or capital redemption reserve fund and accordingly
that the Directors be authorised and directed to appropriate the profits or
sum resolved to be capitalised to the Members in the proportion in which
such profits or sum would have been divisible amongst them had the same
been applicable and had been applied in paying dividends, and to apply such
profits or sum on their behalf, either in or towards paying up the amounts,
if any, for the time being unpaid on any shares held by such Members
respectively, or in paying up in full either at par or at such premium as
the said resolution may provide, any unissued shares or debentures of the
Company, such shares or debentures to be allotted and distributed, credited
as fully paid up, to and amongst such Members in the proportions aforesaid,
or partly in one way and partly in the other provided that the share
premium account and the capital redemption reserve fund and any unrealised
profits may not be applied in the paying up of any debentures of the
Company.
138. Whenever such a resolution as aforesaid shall have been passed, the
Directors shall make all appropriations and applications of the profits or
sum resolved to be capitalised thereby, and all allotments and issues of
fully paid shares or debentures, if any, and generally shall do all acts
and things required to give effect thereto, with full power to the
Directors to make such provision by the issue of certificates representing
part of a shareholding or fractions of shares or by payments in cash or
otherwise as they think fit in
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the case of shares or debentures becoming distributable in fractions, and
also to authorise any person to enter on behalf of all the Members entitled
to the benefit of such appropriations and applications into an agreement
with the Company providing for the allotment to them respectively, credited
as fully paid up, of any further shares or debentures to which they may be
entitled upon such capitalisation, and any agreement made under such
authority shall be effective and binding on all such Members.
ACCOUNTS AND AUDIT
139. The Company shall keep accounting records and the Directors shall prepare
accounts of the Company, made up to such date in each year as the Directors
shall from time to time determine, in accordance with and subject to the
provisions of the Law.
140. No Member shall have any right to inspect any accounting records or other
book or document of the Company except as conferred by the Law or
authorised by the Directors or by resolution of the Company.
141. The Directors, or the Company by resolution in general meeting, may from
time to time appoint auditors for any period or periods to examine the
accounts of the Company and to report thereon in accordance with the Law.
NOTICES
142. Any notice to be given to or by any person pursuant to these Articles shall
be in writing, save as provided in Article 109 hereof. In the case of joint
holders of a share, all notices shall be given to that one of the joint
holders whose name stands first in the Register in respect of the joint
holding and notice so given shall be sufficient notice to all the joint
holders.
143. Any notice may be posted to or left at the registered address of any
person, and any notice so posted shall be deemed to be served one clear day
after the day it was posted.
144. Any Member present in person at any meeting of the Company shall, for all
purposes, be deemed to have received due notice of such meeting and, where
requisite, of the purposes for which such meeting was convened.
145. Any notice or document served on a Member shall, notwithstanding that such
Member be then dead or bankrupt and whether or not the Company has notice
of his death or bankruptcy, be deemed to have been duly served on such
Member as sole or joint holder, unless his name shall at the time of the
service of the notice or document have been removed from the Register, and
such service shall for all purposes be deemed a sufficient service of such
notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the shares of such Member.
146. Notwithstanding any of the provisions of these Articles, any notice to be
given by the Company to a Director or to a Member may be given in any
manner agreed in advance by any such Director or Member.
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WINDING UP
147. Subject to any particular rights or limitations for the time being attached
to any shares, as may be specified in these Articles or upon which such
shares may be issued, if the Company is wound up, the assets available for
distribution among the Members shall be applied first in repaying to the
Members the amount paid up on their shares respectively, and if such assets
shall be more than sufficient to repay to the Members the whole amount paid
up on their shares, the balance shall be distributed among the Members in
proportion to the amount which at the time of the commencement of the
winding up had been actually paid up on their said shares respectively.
148. If the Company is wound up, the Company may, with the sanction of a Special
Resolution and any other sanction required by the Law, divide the whole or
any part of the assets of the Company among the Members in specie and the
liquidator or, where there is no liquidator, the Directors, 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, and 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
149. In so far as the Law allows, every present or former officer of the Company
shall be indemnified out of the assets of the Company against any loss or
liability incurred by him by reason of being or having been such an
officer.
NON-APPLICATION OF STANDARD TABLE
150. The regulations constituting the Standard Table in the Companies (Standard
Table) (Jersey) Order 1992 shall not apply to the Company.
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ARTICLES OF ASSOCIATION
INDEX
ARTICLE PAGE NO.
- ------- --------
Accounts and Audit .................................................. 25
Alteration of Share Capital ......................................... 4
Alternate Directors ................................................. 16
Appointment of Directors ............................................ 18
Authentication of Documents ......................................... 22
Calls on Shares ..................................................... 7
Capitalisation ...................................................... 25
Class Meetings ...................................................... 11
Corporate Members ................................................... 16
Directors ........................................................... 16
Dividends ........................................................... 23
Executive Directors ................................................. 17
Forfeiture of Shares ................................................ 8
General Meetings .................................................... 11
Indemnity ........................................................... 27
Interpretation ...................................................... 1
Joint Holders of Shares ............................................. 5
Lien ................................................................ 6
Minute Book ......................................................... 21
Non-Application of Standard Table ................................... 27
Notice of General Meetings .......................................... 11
Notices ............................................................. 26
Powers of Directors ................................................. 19
Preliminary ......................................................... 3
Proceedings at General Meetings ..................................... 12
Proceedings of Directors ............................................ 20
Reduction of Share Capital .......................................... 4
Register of Members ................................................. 6
Reserve Fund ........................................................ 24
Resignation, Disqualification and Removal of Directors .............. 18
Seals ............................................................... 22
Secretary ........................................................... 22
Share Capital and Shares ............................................ 3
Share Certificates .................................................. 5
Share Premium Account ............................................... 24
Transactions with Directors ......................................... 19
Transfer and Transmission of Shares ................................. 9
Variation of Rights ................................................. 4
Winding Up .......................................................... 26
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SIGNATURES FOR AND ON BEHALF OF THE SUBSCRIBERS TO THE MEMORANDUM OF
ASSOCIATION
Juris Limited /s/
-----------------------
Director
Lively Limited /s/
-----------------------
Director
Witness to the above signatures: /s/ WAYNE GEORGELIN
-----------------------
Wayne Georgelin
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
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