EXHIBIT 3.30
THE COMPANIES ORDINANCE
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
H.P.H. PRODUCTS LTD.
1. The name of the Company shall be:
H.P.H. PRODUCTS LTD.
2. The object of the Company is to engage in any lawful business, act or
activity for which a company may be registered under the laws of Israel.
Without limiting in any manner the scope and generality of the foregoing, the
Company shall have the following objects:
(a) To acquire, import, market, publicize, promote, supply, sell,
distribute, dispose of, and/or otherwise deal in herbs, vitamins, minerals,
proteins, oils, fats, carbohydrates (and any combinations thereof) and other
foods, confectionery, and nutritious substances and dietary and food supplements
and soaps, creams, oils, gels, lotions, toiletries, and other health and beauty
products and medicines.
(b) To promote and operate one or more direct sales plans within Israel
and enter into appropriate contracts with individual participants in such plan
or plans.
(c) To engage in industry and manufacture, build, erect, extend, improve,
maintain and supervise, control and manage factories and workshops, laboratories
and installations and to engage in research and experiments for the advancement
of science and to deal in products of any kind.
(d) (i) To engage in the activity or business of researching, developing,
manufacturing, producing, vending, purchasing, licensing (as licensor or
licensee), leasing (as lessor or lessee), importing, exporting, supplying,
distributing, acting as agent for or dealing in any products, materials, goods,
merchandise and movable property of every description, and to engage in the
activity or business of furnishing, buying, supplying, selling, promoting,
leasing (as lessor or lessee), licensing (as licensor or licensee), importing,
exporting, distributing, acting as agent for or dealer in, or otherwise handling
or dealing in, any service.
(ii) To acquire, create, form, operate, encourage or otherwise
Promote or manage any kind or enterprise.
(e) To hold lands generally, purchase, take on lease or exchange or
acquire, with or without consideration, any rights or interest in land,
buildings, structures or plantations of any type or description whatsoever, to
erect, construct, improve, repair, furnish, enlarge, alter or
demolish any building or structure, sell, lease, exchange, mortgage or otherwise
dispose of, with or without consideration, and generally to deal in lands,
buildings, structures and plantations upon such terms and conditions as the
Company may deem fit.
(f) To form, promote, organize and assist or aid in forming, promoting or
organizing of companies, syndicates or partnerships of all kinds for the purpose
of acquiring and undertaking any property and liabilities of the Company and of
advancing, directly or indirectly, the attainment of any of the objects thereof,
or for any other purpose which the Company may think expedient, or to take or
otherwise acquire, hold and dispose of shares, subsidize or otherwise assist any
such company.
(g) To apply for, obtain, acquire, hold, maintain, exploit and sell and
transfer permits, licenses, leases and other rights and interests of any kind
which entitle, permit or enable the Company to engage in any business or
activity which the Company is authorized to engage in.
(h) To carry on the business of owners, managers and operators of hotels,
rest houses and recreation houses, cafes, pension houses, clubs, restaurants and
bars.
(i) To enter into any arrangements with the State of Israel, or with any
other state or with any government or authority, whether supreme, municipal,
local or otherwise, which may seem expedient to the Company and to obtain from
any such state, government or authority any concessions, grants, rights or
privileges whatsoever as the Company may think fit or which seem to the Company
capable of being turned to account, and to comply with, work, develop, carry
out, exercise and turn to account any such arrangements, concessions, grants,
rights or privileges.
(j) To enter into any partnership or arrangement in the nature of a
partnership, cooperation or union of interests with any company or person
engaged or interested or about to become engaged or interested in the
establishment, carrying on or conduct of any business or enterprise which the
Company is authorized to establish, carry on or conduct, or from which the
Company would or might derive any benefit, whether direct or indirect, and to
subsidize or aid any company or person whatsoever.
(k) To borrow and raise moneys and secure the repayment thereof in the
manner and on the terms as the Company may deem advisable, and particularly by
the issue of debentures, debenture stock, bonds, obligations, mortgages and
securities of all kinds and for that purpose to mortgage and charge in any
manner whatsoever the Company's property, in whole or in part, present and
future, whether movable or immovable, including its uncalled capital and any
specific property and any of the rights of the Company.
(l) To lend moneys and to grant credits to any person in such manner and
upon such conditions as the Company may deem expedient and to receive from those
to whom the Company shall lend moneys or grant credit or for whom the Company
shall give guarantees, all such securities as the Company may deem fit,
including debentures, debenture stocks, bonds, obligations, mortgages on
immovables and movable property and other pledges and charges, including
floating charges, and to sell, transfer, assign, surrender, release or discharge
all such securities on such terms and conditions as the Company may deem fit.
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(m) To guarantee for any other person the payment of moneys and the
performance of agreements, contracts and undertakings and to secure the
performance of the guarantee by securities (as hereinbefore specified) and to
redeem, discharge and pay off all such securities.
(n) To participate in the establishment, formation, management of
businesses, concerns or transactions of any industrial enterprise and to
participate in the supervision or control thereof and for such purpose to act as
directors or sole director and to appoint managers, accountants or experts or
attorneys and to remunerate them for their work.
(o) To engage in the management of businesses, transactions and ventures,
whether commercial or otherwise, connected with the business of the Company or
incidental thereto.
(p) To engage in the business of agents and representatives and to receive
moneys, securities, assets and chattels of any kind for transfer, safeguarding
or dealing, either with or without consideration and in any manner whatsoever.
(q) (i) To establish any trust for the issue, with preferred, deferred or
other rights, of stock and securities or certificates or other documents based
on or representing shares, stock or other assets allocated for the objects of
any such trust, and to determine, arrange and, if the Company shall think fit,
to undertake and to execute any such trust, and to issue, hold or transfer to
others any stock, securities and certificates or other documents conferring
preferred, deferred or other rights as aforesaid.
(ii) To act as trustee by virtue of any document creating or
securing debentures, debenture stock, obligations or other securities and to
undertake and execute any trust duties and to undertake to perform the duties of
directors, receivers, treasurers, custodians and trust company and to act in any
such capacity.
(iii) To undertake and perform the duties of trusteeships, the
implementation of which may be desirable, whether for reward or otherwise.
(iv) To appoint any company or person as trustees for the holding of
securities for the Company and for the protection of its interests.
(r) To purchase or otherwise acquire and undertake, whether as a going
concern or otherwise, any business of any person or company or any property,
assets, goodwill, rights and liabilities of the proprietors of that business,
whether connected with or incidental to such business.
(s) To amalgamate or merge with any company and to do all acts and things
(whether by the formation of companies or otherwise) required or conducive to
the amalgamation or merger of the activities of any companies, concerns, firms
or industries of all kinds, and to establish concerns for the sale of their
products.
(t) To engage in the exploration and the exploitation of natural
resources, including minerals, underground strata, subsea water, seas, lakes,
rivers, brooks, wells, springs, pools, whether stagnant or running.
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(u) To deal in metals, salts, acids, alkalines and other chemicals, basic
or compound, rubber, precious stones and pearls, electricity, electrical works,
radio, leather, paper, glass, wood, stone, minerals, building materials of all
kinds and raw materials of all kinds.
(v) To deal in and grow plants, wild, cultivated and others, fruits and
vegetables, animals of all descriptions, and in all kinds of food stuffs.
(w) To carry on commercial and industrial agencies of all branches and
kinds.
(x) To carry on the business of transportation of any kind, by land, sea
and air.
(y) To build, contract, erect, expand, improve, develop, supervise or
maintain stores, garages, workshops, works for the supply of light and heat,
water works, shops, hotels, clubs, places of worship, reacting rooms,
restaurants, baths, bathing beaches, places of entertainment, parks, dwelling
houses and other buildings and all constructions and other conveniences which
the Company may think useful or necessary.
(z) To sell or otherwise liquidate the property or any investment of the
Company.
(aa) To insure the Company, its property, installations, undertakings,
business and operations, in whole or in part, against all damage, loss, risk or
liability.
(bb) To provide for the welfare of employees or ex-employees of the
Company and of their wives, families, relatives or dependents by building or
contributing to the building of houses of flats or by grant of pensions,
allowances, bonus or other payments or by creating, subscribing or contributing
to provident funds, associations, institutions, funds or trusts or by
establishing or subscribing or contributing towards places of instruction or
rest, hospitals, dispensaries or by giving medical or other attendance or in any
other manner as the Company shall think fit.
(cc) To invest and deal with the moneys of the Company not immediately
required for the business of the Company in such manner as the Company may from
time to time determine.
(dd) To sell, lease, mortgage, abandon or otherwise transfer the Company's
undertaking, in whole or in part, for such consideration as the Company may deem
fit, and in particular in consideration for shares, debentures-or securities of
any company engaged wholly or partly in business or activities similar to those
of the Company.
(ee) To distribute among its members in specie or kind the property or
assets of the Company, in whole or in part, or any proceeds of sale or disposal
of any property or assets of the Company, but so that no distribution amounting
to a reduction of capital shall be made except with the sanction required by
law.
(ff) To cause and procure the registration or recognition of the Company
in, or under the laws of, any country or place in the world, to obtain and cause
the enacting of any law, enactment, ordinance or administrative or judicial
order or otherwise in Israel or any other country or place in the world and to
take all such steps as nay be necessary for the grant to the Company of rights
and privileges in any part of the world.
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(gg) To engage in investment, subscription for purchase, purchase
(including purchase by exchange) and holding of shares, stock, debentures,
debenture stock, obligations, bonds and any securities issued or prepared in
Israel or abroad by any company, whether established in Israel or abroad and
whether it engages in business in Israel or not, and to do the same by
preliminary subscription for purchase, participation in syndication, offer,
purchase, exchange or otherwise, to guarantee subscription for purchase as
aforesaid, to utilize and pursue all rights and powers conferred by virtue of
the ownership thereof or incidental thereto and to purchase or otherwise acquire
and hold shares, debentures, obligations, bonds or securities of any other kind,
issued in Israel or abroad.
(hh) To acquire in any manner movables or all kinds of rights or
concessions which the Company may deem beneficial or advantageous, and to sell,
charge, give on lease or otherwise transfer such property and rights.
And it is hereby agreed that in this Memorandum of Association the
following expressions shall have the following meanings:
"Person" - includes, save where this expression relates to this Company, any
company, co-operative society, partnership, any other corporation, body politic
or public or other juristic person or body of persons whether incorporated or
unincorporated.
"To deal in" - "to carry on the business of" - "to engage in" "to do" -"to act"
- - include to deal in and to do by way of promoting, founding, establishing,
holding, carrying on, assisting, managing, developing, improving, advancing,
producing, renewing, dealing in, quarrying, mining, pumping, exploring, owning,
taking on loans, giving on loans, hiring, letting, purchasing, selling,
exchanging, participating, partioning, encumbering, accepting encumbrances,
accepting rights or benefits, granting rights or benefits, trading, supplying,
marketing, carrying, importing, acting as commission agents and in any other way
whatsoever.
"Property" - includes immovables and movables, rights, interests and privileges
of any kind whatsoever, chosen in possession or in action, permits, licenses,
leases and concessions whether in existence or future, goodwill and the right to
use the same.
AND it is hereby agreed and declared that, save where otherwise expressly
provided each of the objects and powers set out in each of the paragraphs of
this Clause, expressly or impliedly, is an independent main object and shall in
no way be limited or restricted by reference to or inference from any of the
other paragraphs of this Clause or the name of the Company.
3. The liability of the members is limited.
4. The share capital of the Company shall be Fifteen Thousand One Hundred New
Israeli Shekels (NIS 15,100) divided into Fifteen Thousand One Hundred (15,100)
Shares of One New Israeli Shekel (NIS 1.-) each.
The rights and classes of the shares shall be set out in the Articles of
Association of the Company as in force from time to time.
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We, the undersigned, are desirous of being formed into a Company in pursuance of
this Memorandum of Association, and we respectively agree to take the number of
shares set opposite our respective names:
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Name Address No. of Signature
shares
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Herbalife 9800 La Cienega Blvd. 99 Herbalife
International, Inc. Inglewood, CA 90301 International, Inc.
U.S.A.
By /s/ Neil J. Wilkof
--------------------
Neil J. Wilkof, Adv.
pursuant to a power
of attorney dated
13.12.90
Herbalife 9800 La Cienega Blvd. 1 Herbalife
International of Inglewood, CA 90301 International of
America, Inc. U.S.A. America, Inc.
By /s/ Neil J. Wilkof
--------------------
Neil J. Wilkof, Adv.
pursuant to a power
of attorney
dated 13.12.90
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The ____ day of December, 1990
Witness to signatures:
/s/ Ruven Borkovsky
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