EXHIBIT 3.24
THE COMPANIES ACTS 1948 TO 1981
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION**
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HERBALIFE (U.K.) LIMITED*
PRELIMINARY
1. (A) In these Articles "Table A" means Part I of Table A in the First
Schedule to the Companies Act, 1948 as amended, "the 1948 Act" means the
Companies Act 1948, "the 1976 Act" means the Companies Act 1976 and "the 1980
Act" means the Companies Act 1980 and "the 1981 Act" means the Companies Act
1981.
(B) The Regulations contained in Table A shall apply to the Company
save in so far as they are excluded or modified hereby. The Regulations of Table
A numbered 15, 24, 52, 54, 64, 75, 77, 79, 87, 88, 89, 90, 91, 92, 93, 94, 107,
128, 128A and 136 shall not apply, but, subject as aforesaid, and in addition to
the remaining Regulations of Table A the following shall be the Articles of
Association of the Company.
PRIVATE COMPANY.
2. The Company is a private company and accordingly any invitation to the
public to subscribe for any shares or debentures of the Company is prohibited.
SHARES.
3. The share capital of the Company is L200,000 divided into 200,000
shares of L1 each.
4. (A) The Directors shall have unconditional authority to allot, grant
options over, offer or otherwise deal with or dispose of any relevant securities
of the Company to such persons, at such times and generally on such terms and
conditions as the Directors may determine. The authority hereby conferred shall,
subject to Section 14(5) of the 1980 Act, be for a period of five years from the
date of incorporation unless renewed, varied or revoked by the Company in
General Meeting, and the maximum amount of relevant securities which may be
allotted pursuant to such authority shall be the authorised but as yet unissued
share capital of the Company at the date of allotment.
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** As amended by Special Resolution on 4th November 1986.
* The name of the Company was changed from Legibus 315 Limited on 15th July
1983 pursuant to a Special Resolution of the Company dated 23rd June 1983.
(B) The Directors shall be entitled under the authority conferred by
sub-paragraph (A) of this Article or under any renewal thereof to make at any
time prior to the expiry of such authority any offer or agreement which would or
might require relevant securities of the Company to be allotted after the expiry
of such authority.
5. The pre-emption provisions of Section 89(1) and Sections 90(1) to (6)
of the Companies Act 1985 shall apply to any allotment of the Company's equity
securities.
6. The lien conferred by Regulation 11 of Table A shall attach to fully
paid shares and to all shares registered in the name of any person indebted or
under liability to the Company whether he be the sole registered holder thereof
or one of two or more joint holders and shall extend to all moneys presently
payable by him or his estate to the Company.
7. The Directors may from time to time make calls upon the Members in
respect of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times, provided that except in so far as may be
otherwise agreed between the Company and any Member in the case of the shares
held by him no call shall exceed one-fourth of the nominal value of the share or
be payable at less than one month from the date fixed for the payment of the
last preceding call, and each Member shall (subject to receiving at least
fourteen 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. A call may be revoked or postponed as the Directors may determine.
8. Subject to the provisions of the 1981 Act, any shares in the capital of
the Company may be issued on the terms that they are, or at the option of the
Company are to be liable, to be redeemed on such terms and in such manner as the
Company before the issue of the shares may by Special Resolution determine.
9. Subject to the provisions of the 1981 Act, the Company may purchase its
own shares (including any redeemable shares) and make a payment in respect of
the redemption or purchase of any of its own shares otherwise than out of its
distributable profits or out of the proceeds of a fresh issue of shares.
NOTICES.
10. Every notice calling a General Meeting shall comply with the
provisions of Section 136(2) of the 1948 Act, as to giving information to
Members in regard to their right to appoint proxies, and all notices and other
communications relating to a General Meeting which any Member is entitled to
receive shall also be sent to the Auditor for the time being of the Company.
RESOLUTIONS.
11. Any such resolution in writing as is referred to in Regulation 73A of
Table A may consist of several documents in the like form each signed by one or
more of the Members (or their duly authorised representatives) in that
Regulation referred to.
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TRANSFERS.
12. An instrument of transfer of a share (other than a partly paid share)
need not be executed on behalf of the transferee and Regulation 22 of Table A
shall be modified accordingly.
13. The Directors, may in their absolute discretion and without assigning
any reason therefor decline to register any transfer of any share, whether or
not it is a fully paid share.
PROCEEDINGS AT GENERAL MEETINGS.
14. All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted at an annual
general meeting with the exception of declaring a dividend, the consideration of
the accounts, balance sheets, and the reports of the Directors and auditors, the
election of Directors in place of those retiring, the appointment of, and the
fixing of the remuneration of, the auditors, and the fixing of the remuneration
of the Directors.
15. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition of members,
shall be dissolved; in any other case it shall stand adjourned to the same day
in the next week, at the same time and place or to such other day and at such
other time and place as the Director may determine, and if at the adjourned
meeting a quorum is not present within half an hour from the time appointed for
the meeting the meeting shall be dissolved.
16. It shall not be necessary to give any notice of an adjourned meeting
and Regulation 57 of Table A shall be construed accordingly.
17. A poll may be demanded by the Chairman or by any Member present in
person or by proxy and entitled to vote and Regulation 58 of Table A shall be
modified accordingly.
18. A Member for whom a receiver, curator bonis or other person in the
nature of a receiver or curator bonis has been appointed by a Court in England
and Wales or Scotland having jurisdiction in that behalf on the ground that the
Member is incapable by reason of mental disorder of managing and administering
his property and affairs may vote, whether on a show of hands or on a poll, by
the person so appointed and that person may appoint a proxy to vote on a poll on
behalf of the Member.
DIRECTORS.
19. Unless and until otherwise determined by the Company in general
meeting the number of Directors shall be not less than two.
20. A Director need not hold any shares of the Company to qualify him as a
Director but he shall be entitled to receive notice of and attend at all General
Meetings of the
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Company and at all separate General Meetings of the holders of any class of
shares in the Capital of the Company and Regulation 134 of Table A shall be
modified accordingly.
21. If any Director shall be called upon to perform extra services or to
make special exertions in going or residing abroad or otherwise for any of the
purposes of the Company, the Company may remunerate the director so doing either
by a fixed sum or by a percentage of profits or otherwise as may be determined
by a resolution passed at a Board Meeting of the Directors of the Company, and
such remuneration may be either in addition to or in substitution for any other
remuneration to which he may be entitled as a Director.
22. The Directors may exercise all the powers of the Company to borrow or
raise money and to mortgage or charge its undertaking, property and uncalled
capital and subject to Section 14 of the 1980 Act to issue debentures, debenture
stock and other securities as security for any debt, liability or obligation of
the Company or of any third party.
23. Without prejudice to the obligation of any director to disclose his
interest in accordance with Section 199 of the 1948 Act (as amended by Section
60 of the 1980 Act) a Director may vote as a Director in regard to any contract,
transaction or arrangement in which he is interested, or upon any matter arising
thereout, and if he does so vote his vote shall be counted and he shall be
reckoned in calculating a quorum when any such contract transaction or
arrangement is under consideration and Regulation 84 of Table A shall be
modified accordingly.
24. A Director present at any meeting of Directors or Committees of
Directors need not sign his name in a book kept for that purpose and Regulation
86 of Table A shall be modified accordingly.
25. The Directors on behalf of the Company may pay a gratuity pension or
allowance on retirement to any Director who has held any other salaried office
or place of profit with the Company or on his death to his widow or dependants
and may make contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance.
26. The office of Director shall be vacated if the Director
(a) becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
(b) becomes prohibited from being a Director by reason of any order
made under Section 188 of the 1948 Act or under Section 28 of the 1976 Act; or
(c) in the opinion of all his co-Directors becomes incapable by
reason of mental disorder of discharging his duties as Director; or
(d) subject as hereinafter provided resigns his office by notice in
writing to the Company.
27. A Director shall not retire by rotation and Regulations 96 and 97 of
Table A shall be modified accordingly.
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28. A Director appointed to fill a casual vacancy or as an addition to the
Board shall not retire from office at the Annual General Meeting next following
his appointment and the last sentence of Regulation 95 of Table A shall be
deleted.
29. The holder or holders of a majority in nominal value of such part of
the issued share capital of the Company as confers the right for the time being
to attend and vote at general meetings of the Company may at any time or from
time to time by memorandum in writing signed by or on behalf of him or them and
left at or sent to the Registered Office of the Company remove any Director from
office or appoint any person to be a Director. Such removal or appointment shall
(in the absence of contrary provision in the relevant memorandum) take effect
forthwith upon delivery of the memorandum to the Registered Office of the
Company or on the date specified therein.
30. (A) Any Director may by writing under his hand appoint (1) any other
Director, or (2) any other person who is approved by the Board of Directors as
hereinafter provided to be his alternate; and every such alternate shall
(subject to his giving to the Company an address within the United Kingdom at
which notices may be served on him) be entitled to receive notices of all
meetings of the Directors and, in the absence from the Board of the Director
appointing him, to attend and vote at Meetings of the Directors, and to exercise
all the powers, rights, duties and authorities of the Director appointing him:
Provided always that no such appointment of a person other than a Director shall
be operative unless and until the approval of the Board of Directors by a
majority consisting of two-thirds of the whole Board shall have been given and
entered in the Directors' Minute Book. A Director may at any time revoke the
appointment of an alternate appointed by him, and subject to such approval as
aforesaid appoint another person in his place, and if a Director shall die or
cease to hold the office of Director the appointment of his alternate shall
thereupon cease and determine. A Director acting as alternate shall have an
additional vote at meetings of Directors for each Director for whom he acts as
alternate but he shall count as only one for the purpose of determining whether
a quorum be present.
(B) Every person acting as an alternate Director shall be an officer
of the Company, and shall alone be responsible to the Company for his own acts
and defaults, and he shall not be deemed to be the agent of or for the Director
appointing him. The remuneration of any such alternate Director shall be payable
out of the remuneration payable to the Director appointing him, and shall
consist of such portion of the last-mentioned remuneration as shall be agreed
between the alternate and the Director appointing him.
31. Any such resolution in writing as is referred to in Regulation 106 of
Table A may consist of several documents in the like form each signed by one or
more of the Directors for the time being entitled to receive notice of a meeting
of the Directors and Regulation 106 of Table A shall be modified accordingly.
32. No person shall be or become incapable of being appointed a Director
by reason only of his having attained the age of seventy or any other age nor
shall any special notice be required in connection with the appointment or the
approval of the appointment of such person, and no Director shall vacate his
office at any time by reason only of the fact that he has attained the age of
seventy or any other age.
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33. The Directors may from time to time appoint one or more of their body
to hold any executive office in the management of the business of the Company
including the office of Chairman or Deputy Chairman or Managing or Joint
Managing or Deputy or Assistant Managing Director as the Directors may decide
such appointment being (subject to Section 47 of the 1980 Act, if applicable)
for such fixed term or without limitation as to period and on such terms as they
think fit and a Director appointed to any executive office shall (without
prejudice to any claim for damages for breach of any service contract between
him and the Company) if he ceases to hold the office of Director from any cause
ipso facto and immediately cease to hold such executive office.
34. A Director holding such executive office as aforesaid for a fixed
period shall not be entitled to resign as a Director of the Company and Article
26(d) hereof shall be interpreted accordingly.
CAPITALISATION OF PROFITS.
35. The Directors may with the authority of an Ordinary Resolution of the
Company:
(a) subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company (whether or not the same are available for
distribution and including profits standing to any reserve) or, any sum standing
to the credit of the Company's share premium account or capital redemption
reserve fund;
(b) appropriate the profits or sum resolved to be capitalised to the
Members in proportion to the nominal amount of Ordinary Shares (whether or not
fully paid) held by them respectively, and 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
unissued shares or debentures of the Company of a nominal amount equal to such
profits or sum, and allot and distribute such shares or debentures credited as
fully paid up, to and amongst such Members, or as they may direct, in the
proportion 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
such profits which are not available for distribution may, for the purposes of
this Article, only be applied in the paying up of unissued shares to be issued
to Members credited as fully paid;
(c) resolve that any shares allotted under this article to any
Member in respect of a holding by him of any partly paid Ordinary Shares shall,
so long as such Ordinary Shares remain partly paid, rank for dividends only to
the extent that such partly paid Ordinary Shares rank for dividend;
(d) make such provisions by the issue of fractional certificates or
by payment in cash or otherwise as the Directors think fit for the case of
shares or debentures becoming distributable under this Article in fractions;
(e) authorise any person to enter on behalf of all the Members
concerned into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any shares or debentures to which
they may be entitled upon such
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capitalisation (any agreement made under such authority being thereupon
effective and binding on all such Members); and
(f) generally do all acts and things required to give effect to such
resolution as aforesaid.
36. The reference to "regulation 128 or 128A above" in Regulation 129 of
Table A shall be construed as if it were a reference to Article 35 hereof.
PROVISION FOR EMPLOYEES.
37. The Company shall exercise the power conferred upon it by Section
74(1) of the 1980 Act only with the prior sanction of a Special Resolution. If
at any time the capital of the Company is divided into different classes of
shares, the exercise of such power as aforesaid shall be deemed to be a
variation of the rights attached to each class of shares and shall accordingly
require the prior consent in writing of the holders of three-fourths in nominal
value of the issued shares of each class or the prior sanction of an
extraordinary resolution passed at a separate meeting of the holders of the
shares of each class convened and held in accordance with the provisions of
Regulation 4 of Table A.
INDEMNITIES.
38. Every Director, Managing Director, agent, auditor, secretary and other
officer for the time being of the Company shall be indemnified out of the assets
of the Company against any liability incurred by him in defending any
proceedings relating to his conduct as an officer of the Company, whether civil
or criminal, in which judgment is given in his favour or in which he is
acquitted or in connection with any application under Section 448 of the 1948
Act in which relief is granted to him by the court.
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NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
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CHRISTINE ANNE LEE
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
LEGAL EXECUTIVE (ASSOC)
LEGIBUS NOMINEES LIMITED
For and on behalf of
LEGIBUS NOMINEES LIMITED
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
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DATED the 25th February, 1983
WITNESS to all the above Signatures:
ROBERT WILLIAM CONRAD
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
LEGAL EXECUTIVE
CAL.840.L.199.MAE
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