EXHIBIT 3.22
"ARTICLES OF ASSOCIATION
OF
HERBALIFE INTERNATIONAL DO BRASIL LTDA.
Article 1. - The name of the Company is HERBALIFE INTERNATIONAL DO BRASIL
LTDA.
Article 2. - The Company's principal place of business is located in the
City of Sao Paulo, State of Sao Paulo, at Rua Marina Ciufuli Zanfelice, 371,
Plot of land F, 14, 1st floor, part, where the Company's administrative office
shall operate. Branches, offices and representative offices may be maintained
elsewhere in Brazil or abroad, by resolution of the quotaholder(s) representing
a majority of the Company's quota capital.
Article 3. - The Company engages in:
(a) the handling, packaging, labeling, distribution, marketing,
promotion, advertising, consultancy, import and export, purchase, sale, direct
selling or catalog sales on the wholesale market, either directly or through
third parties, of food products, beverages, weight control and loss products,
nutritional and health supplements, skin and hair care products, hygiene
products, perfumes, cosmetics and related products;
(b) the consultancy and rendering of services to companies and
corporations in which the Company has a corporate interest, as well as to third
parties;
(c) the participation in any way in the management, supervision,
operation and promotion of companies, corporations and businesses; and
(d) the representation of other foreign or domestic companies, on
its own behalf or on behalf of third parties.
Article 4. - The Company is established for an indeterminate period of
time.
Article 5. - The quota capital of the Company is two million fourteen
thousand and two hundred reais (R$ 2.014.200,00), divided into two million
fourteen thousand and two hundred (2,014,200) quotas of one real (R$ 1,00) each,
distributed between the quotaholders as follows:
(a) HERBALIFE INTERNATIONAL, INC. holds two million fourteen
thousand one hundred and ninety-nine (2,014,199) quotas, in the total amount of
two million fourteen thousand one hundred and ninety-nine reais (R$
2.014.199,00); and
(b) HERBALIFE INTERNATIONAL OF AMERICA, INC. holds one (1) quota, in
the total amount of one real (R$ 1,00).
Sole Paragraph - The liability of the quotaholders is limited to the total
amount of the Company's quota capital.
Article 6. - The Company's business shall be managed and administered by
the quotaholder HERBALIFE INTERNATIONAL, INC., which shall perform its
activities with full and unrestricted powers. The managing quotaholder may
delegate its powers to one or more delegate managers, who shall be appointed and
replaced at the exclusive discretion of the managing quotaholder, by means of
the respective instrument of appointment of delegate manager.
Paragraph 1. - The monthly compensation of the delegate managers shall be
established by the managing quotaholder and shall be charged to the Company's
general expense account.
Paragraph 2. - The administration and management powers attributed to the
delegate managers shall observe the limits established in these Articles of
Association, in addition to those expressly set out in the respective instrument
of appointment of delegate manager.
Article 7. - The managing quotaholder, the delegate managers or the
attorneys-in-fact appointed on behalf of the Company shall perform the acts
necessary or advisable for its administration, except as specified in article 8
hereof, and their powers shall include, but shall not be limited to, those
necessary:
(a) to represent the Company, in its capacity as either plaintiff or
defendant, in and out of court, as regards third parties and any public agency
or any federal, state or municipal authorities, as well as independent
governmental agencies, mixed-capital companies and quasi-governmental entities;
(b) to administer, manage and direct the business of the Company,
and to purchase, sell, exchange or otherwise dispose of the Company's assets and
properties, establishing the prices, terms and conditions thereof; and
(c) to sign any documents, even those creating a liability or
obligation for the Company, including deeds, instruments of indebtedness,
negotiable instruments, checks, money orders and other documents.
Sole Paragraph - Powers of attorney issued by the Company shall be signed
by the managing quotaholder or by any of the delegate managers upon prior
authorization
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of the managing quotaholder, shall stipulate specifically the powers granted,
and shall be valid for a limited period.
Article 8. - The powers to purchase, sell, mortgage or otherwise dispose
of or create a lien on real properties shall always be exercised by the
quotaholder(s) representing a majority of the quota capital of the Company,
either directly or by its/their attorneys-in-fact.
Article 9. - The acts of any of the Company's quotaholders, delegate
managers, employees or attorneys-in-fact that involve the Company in any
obligation regarding business or transactions which exceed the scope of its
business purpose, such as sureties, aval guarantees, endorsements or any other
guarantees whatsoever in favor of third parties, are hereby expressly permitted
upon the prior authorization of the quotaholder(s) representing a majority of
the Company's quota capital.
Article 10. - No quotaholder may assign or transfer any of its quotas,
either to the other quotaholders or to third parties, without the prior written
consent of the quotaholder(s) representing a majority of the Company's quota
capital.
Article 11. - The fiscal year of the Company shall begin on January 1st
and end on December 31st. At the end of each fiscal year, the balance sheet and
profit and loss statement shall be prepared for that fiscal year.
Article 12. - The net profits earned in each fiscal year shall be
allocated as determined by the quotaholder(s) representing a majority of the
Company's quota capital, all quotaholders' being assured of their proportional
share. Quotaholders shall have no rights in or to any portion of the profits
until a specific resolution is passed determining their allocation.
Article 13. - In the event of winding-up or liquidation of the Company,
the liquidator shall be the quotaholder HERBALIFE INTERNATIONAL, INC. or its
designee. In this event, the assets of the Company shall be used to satisfy its
outstanding obligations. The remaining assets, if any, shall be apportioned
among the quotaholders ratably to the number of quotas each of them holds.
Article 14. - The withdrawal, termination, exclusion, bankruptcy or debt
rehabilitation (concordata) of any quotaholder shall not result in the
winding-up of the Company, which shall continue to exist with the remaining
quotaholders, unless the latter decide that the Company shall be liquidated,
provided they represent a majority of the Company's quota capital. The assets
pertaining to the withdrawn, terminated, excluded, bankrupt or legally
incapacitated (concordatario) quotaholder shall be calculated on the
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basis of the latest balance sheet prepared by the Company, and shall be paid to
his heirs or its successors within six months of the event.
Article 15. - These Articles of Association may be freely amended at any
time, including amendments for the purpose of excluding a quotaholder, by
resolution of the quotaholder(s) representing a majority of the quota capital of
the Company.
Article 16. - Disputes arising out of these Articles of Association shall
be submitted to the courts of the City of Sao Paulo, State of Sao Paulo, to the
exclusion of all others, however privileged they may be."
IN WITNESS WHEREOF, the parties sign this instrument in three (3)
counterparts of identical content, in the presence of the two undersigned
witnesses.
Sao Paulo, May 17, 2002
HERBALIFE INTERNATIONAL, INC.
______________(sgd)_________________
By ESTHER DONIO BELLEGARDE NUNES
HERBALIFE INTERNATIONAL OF AMERICA, INC.
______________(sgd)_________________
By ESTHER DONIO BELLEGARDE NUNES
Witnesses:
1. - ______________(sgd)_________________
Name: Robson Luis Ramos Bujato
RG: 26.180.379-7 SSP/SP
2. - ______________(sgd)_________________
Name: Carlos Paccelli Bigliati
RG: 9.973.846-SSP/SP
[Rubber stamp of the Commercial Registry of the State of Sao Paulo]
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