EXHIBIT 3.11
Commonwealth of the Bahamas IBC 01
The International Business Companies Act
(No. 2 of 1990)
Certificate of Incorporation (Section 11 and 12)
No. 71,247 B MAJESTIC MARITIME LTD.
I, JACINDA P. BUTLER , ASST.....Registrar General of the Commonwealth of
The Bahamas Dohereby Certify pursuant to the International Business Companies
Act (No. 2 of 1990) that all the requirements of the said Act in respect of
incorporation have been satisfied, and that
MAJESTIC MARITIME LTD.
is incorporated in the Commonwealth of The Bahamas as an International Business
Company this 21ST day of JANUARY 1998
Given under my hand and seal
at Nassau in the Common-
wealth of The Bahamas
/s/ J. P. BUTLER
--------------------------
ASST. REGISTRAR GENERAL
THE INTERNATIONAL
BUSINESS COMPANIES ACT, 1989
MEMORANDUM OF ASSOCIATION
OF
MAJESTIC MARITIME LTD.
1. The name of the Company is MAJESTIC MARITIME LTD.
2. The Registered Office of the Company will be situate at the Chambers of
Harry B. Sands & Company in the Island of New Providence one of the
Islands of the Commonwealth of The Bahamas.
3. The Registered Agent of the Company will be Harry B. Sands & Company,
Chambers, P.O. Box N-624, in the Island of New Providence one of the
Islands of the Commonwealth of The Bahamas.
4. The objects or purposes of the Company are:-
(1) To own, construct, hire, purchase, bareboat charter, charter, lease
otherwise acquire and work ships and vessels of any class, and to
establish and maintain lines or regular services of ships or other
vessels, and generally to carry on the business of shipowners;
(2) To engage, in any act or activity, business or otherwise, which is
not prohibited under the International Business Companies Act, 1989
or any other law for the time being in force in the Commonwealth of
The Bahamas.
5. Shares in the Company shall be issued in the currency of The United States
of America.
6. The Company shall have an authorized capital of U.S. $5,000.00 with an
aggregate par value of U.S.$5,000.00.
7. The Company shall have one class of shares of one series comprising 5,000
ordinary common shares with a par value of U.S.$1.00 each, but the Company
is hereby authorized to issue other classes and series of shares as the
directors may by resolution determine.
8. The directors shall have the authority and the power to fix by resolution
any such designations, powers, preferences, rights, qualifications,
limitations and restrictions (if any) as shall appertain to any class or
series of shares.
9. The number of shares into which the share capital is divided may be issued
as registered shares or as shares issued to bearer as the directors may by
resolution determine.
10. Registered shares may be exchanged and converted into shares issued to
bearer and shares issued to bearer may be exchanged and converted into
registered shares.
11. Any notice or other information required by the International Business
Companies Act, 1989 to be given to the holder of shares issued to bearer
shall be given in accordance with the Articles of Association of the
Company.
12. The Company may exercise any of the powers granted under the International
Business Companies Act, 1989 without any of the limitations imposed
thereby unless such limitations shall be otherwise expressly contained or
set out in this Memorandum or the Articles of Association of the Company.
13. The Memorandum or Articles of Association of the Company may be amended by
a resolution of members or of the directors.
14. The liability of the members of the Company is limited to the amount
unpaid on the shares respectively held by them.
- 2 -
WE, the several persons, whose names and addresses are subscribed herein
are desirous of incorporating an International Business Company under the laws
of the Commonwealth of The Bahamas in pursuance of this Memorandum of
Association.
NAMES, ADDRESSES AND
DESCRIPTIONS OF SUBSCRIBERS
1. AEGIS LIMITED
By:
/s/ [ILLEGIBLE]
---------------------------
Assistant Secretary
Nassau, Bahamas
2. RAPPEL LIMITED
By:
/s/ [ILLEGIBLE]
---------------------------
Assistant Secretary
Nassau, Bahamas
Dated this 21st day of January, A.D. 1998.
WITNESS TO THE ABOVE SIGNATURES:
/s/ [ILLEGIBLE]
- ---------------------------------
COMMONWEALTH OF THE BAHAMAS
REGISTRAR GENERAL'S DEPARTMENT
I certify the foregoing to be a
true copy of the original
document.
/s/ [ILLEGIBLE]
-------------------------------
Asst. Registrar General
January 21st, 1998
THE INTERNATIONAL
BUSINESS COMPANIES ACT, 1989
ARTICLES OF ASSOCIATION
OF
MAJESTIC MARITIME LTD.
1. These Articles shall constitute the Regulations of the Company and
reference therein to "the Act" shall mean the International Business
Companies Act, 1989.
2. In these Regulations, words and expressions defined in the Act shall have
the same meaning; and unless there be something in the subject or context
inconsistent therewith references to directors shall mean the Board of
Directors despite the fact that the Board may consist of one director
only, and references to persons shall include corporations and all
entities capable of having a legal existence.
SHARE CAPITAL
3. The shares shall be under the control of the directors who may offer,
allot, grant options or otherwise dispose of them to such persons
or redeem them at such times for such consideration and upon such terms
and conditions as they may determine by resolution.
4. Shares in the Company may be issued with such designations, powers,
preferences and rights, qualifications, limitations and restrictions with
regard to dividend, voting, return of capital or otherwise as the
directors may determine by resolution without prejudice to any rights
attaching to any existing shares and subject to the provisions of the Act.
5. Redeemable shares shall be redeemed on such terms and conditions and in
such manner as the directors may determine by resolution before or at the
time of the issue of such shares; and such shares may be redeemed at a
premium.
SHARE CERTIFICATES
6. Certificates of title to shares shall be issued and the signatures or
common seal thereon may be facsimiles.
7. Every member shall be entitled to one certificate for the shares
registered in his name or to several certificates, each for one or more of
such shares. In respect of shares held jointly by two or more persons, the
Company shall not be bound to issue more than one certificate, and
delivery of a certificate in respect of the share or shares to one of
several joint holders shall be delivery to all.
8. If a certificate is worn or lost, the directors may issue a new
certificate on satisfactory proof of its loss or the production of the
worn-out certificate and upon such indemnity, as is reasonable, against
any loss or liability which the Company or its directors may incur by
reason of wrongful or fraudulent use or representation made by any person
by virtue of the possession of such certificate.
9. The Company shall be entitled to treat the member specified in the share
certificate as absolute owner thereof and shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of
any other person except as required by these Articles or by order of a
court of competent jurisdiction under authority of the Act or other laws
of The Bahamas.
10. The Company may issue share certificates, otherwise known as warrants, to
bearer in respect of any fully paid-up shares of the Company, stating
that the bearer of the warrant is entitled to
-2-
the shares therein specified. Such warrants shall be issued upon such
terms and subject to such conditions as may be resolved upon by the
directors.
TRANSFER AND TRANSMISSION
11. Upon the request of a holder of registered shares that such shares be
exchanged for bearer shares, the directors may cancel the share
certificate in respect thereof and the entry in the Share Register and in
such event shall issue in substitution therefor a certificate evidencing
shares issued to bearer subject to such indemnity and upon such terms and
subject to such conditions as the directors may reasonably require.
12. Upon the request of a holder of a certificate in respect of shares issued
to bearer that such shares be exchanged for registered shares, the
directors may, subject to the terms and conditions on which the same were
issued, cancel such certificate and issue, in substitution, a certificate
evidencing registered shares and enter the name and address of the holder
thereof in the Share Register, subject to such indemnity as the directors
may reasonably require.
13. Any person who becomes entitled by operation of law or otherwise to a
share or shares in the Company in consequence of the death, incompetence
or bankruptcy of any member, shall be the only person recognized by the
Company as having any title to the shares; and may execute a valid
transfer; or upon application to the Company, may be registered as a
member upon such evidence as may reasonably be required by the directors.
An application by any such person to be registered as a member shall be
deemed to be a transfer of shares for all purposes.
ALTERATION OF SHARE CAPITAL
14. Any new shares issued to increase the authorized share capital of the
Company shall be issued upon such terms and conditions and with such
rights and privileges and other attributes annexed thereto as the
directors by resolution shall determine; and except so far as otherwise
provided by the terms of issue shall be considered part of the original
capital for all purposes under the Act and these Articles.
PROXIES AND REPRESENTATIVES AT MEETINGS OF MEMBERS
15. A member who is an individual or corporation may be represented at a
meeting of members by a proxy. The instrument appointing a proxy shall be
in writing or in such a form as the Chairman of the meeting shall deem
acceptable.
VOTING AT MEETING OF MEMBERS
16. Every member holding voting shares shall either in person or by proxy have
one vote on a show of hands and on a poll shall have one vote for every
voting share held. Where a corporation, being a member, wishes to be
present, it must be represented by a proxy; such proxy shall be entitled
to vote for such corporation on a show of hands and also on a poll. If
there be joint registered holders of any shares, the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted, to
the exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the names
stand in the Register in respect of the joint holding.
17. A Committee appointed for a member of unsound mind may vote on his behalf
at any meeting of members which such member is entitled to attend and
vote.
PROCEEDINGS AT MEETINGS OF MEMBERS
18. The President of the Company, or in his absence, any Vice-President, shall
preside as Chairman of meetings of members; if both are absent, the
members shall choose one of their numbers present at the meeting to be the
Chairman.
19. Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in the case of an equality of votes the
Chairman shall, both on a show of hands and
-3-
at the poll, have a casting vote in addition to the vote or votes to which
he may be entitled as a member.
20. At any general meeting of the members unless a poll is demanded by a
member present in person or by proxy, a declaration by the Chairman that a
resolution has been carried and an entry to that effect in the book of
proceedings of the members shall be sufficient evidence of the fact,
without proof of the number or proportion of the votes recorded in favour
of or against such resolution.
21. If a poll is demanded it shall be taken in such manner as the Chairman
directs and the result of such poll shall be deemed to be the resolution
of the members.
22. When all members entitled to be present and vote sign either personally or
by proxy the minutes of an annual general or an extraordinary general
meeting, the same shall be deemed to have been duly held notwithstanding
that the members have not actually come together or that there may have
been technical defects in the proceedings and a resolution in writing
signed by all the members aforesaid shall be as valid and effectual as if
it had been passed at a meeting of the members duly called and
constituted.
23. The Chairman, with the consent of the meeting, may adjourn any meeting to
any time and place as he shall determine; 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.
24. A meeting of members may be held by telephone or other electronic means,
without prior notice, if all members entitled to vote participate and are
able to hear each other at the same time and recognize each other's voice;
and a resolution approved by simple majority vote, in writing or by telex,
telegram, telephone, cable, telefax or other written electronic
communication from a duly authenticated source, shall be effectual at the
date thereof as a resolution of members.
SERVICE OF NOTICE ON MEMBERS
25. In the case of members holding registered shares, notice of meetings of
members and other information or written statement required to be given to
members, shall be given by personal service, or sent by airmail, or by
telex, telegram, telefax, cable or other electronic means at the
discretion of the directors, to each member at the address shown in the
Share Register, or in the case of joint holders of the same share or
shares, at the address of the holder first named in the Share Register and
notice so given shall be sufficient notice to all such joint holders.
26. In the case of members holding shares issued to bearer, notice of meetings
of members or other information or written statement required to be given
to members, shall be given by airmail addressed to the agent or attorney
whose name and address has been given, to the Company in writing, for
service of notice by the bearer of the share, identified for this purpose
by the number on the share certificate; or in the absence of such address
or if the notice, information or written statement cannot be served for
any other reason, by publishing the notice information or written
statement in a newspaper circulated in The Bahamas and in a newspaper
circulated in the place where the Company has its principal office.
27. Seven days notice of any meeting shall be given to members holding both
registered shares and shares issued to bearer. Any notice if served by
post, shall be deemed to have been served within seven days of posting;
and in proving such service it shall be sufficient to prove that the
letter containing the notice was properly addressed, stamped and delivered
into the care of the postal authorities. The non-receipt of notice by any
member shall not invalidate the proceedings of any meeting.
DIRECTORS
28. Subject as hereinafter provided the Company shall have at least one
director but not more than seven. The Company or the Directors may, by
resolution, amend the Articles from time to time to increase the minimum
number or vary the maximum number of directors.
29. The first directors of the Company shall be elected by the subscribers to
the Memorandum of Association and thereafter the directors shall be
elected by resolution of members or resolution of directors for such terms
as may be specified by the enabling resolution.
-4-
30. A director need not be a member of the Company and no shareholding
qualification shall be necessary to qualify a person as a director.
31. Each director shall hold office according to the terms of his appointment.
In addition to the provisions of Section 42(2) and (3) of the Act, a
director shall vacate his office if he becomes bankrupt or makes any
arrangement or composition with his creditors generally, or becomes of
unsound mind, or of such infirm health as to be incapable of managing his
affairs. A director may be removed by resolution of members.
32. The directors by resolution may fix the emoluments of directors in respect
of services rendered or to be rendered in any capacity to the Company,
subject to any resolution of members; and such emoluments shall be paid
out of the funds of the Company. Directors shall also be paid out of funds
of the Company all expenses, including travelling and hotel expenses,
properly incurred by them in connection with the business of the Company,
as may be approved by resolution of directors and subject to any
resolution of members.
33. A director may hold concurrently with his office as director any other
office or position of profit (except that of auditor) with the Company or
any other company or legal entity in which the Company may be interested
as shareholder or otherwise for such remuneration and on such other terms
and conditions as the directors of the Company may determine and shall not
be accountable to the Company for the same.
POWERS OF DIRECTORS
34. The business and affairs of the Company shall be managed by the directors
who may exercise all the powers of the Company that are not expressly
reserved to the members under the Act or any other laws of the Bahamas.
35. If the Board comprises only one, such sole director shall full power to
represent the Company and to manage the affairs and business of the
Company. If there be any vacancy in the Board, the continuing director or
directors may act notwithstanding any vacancy in their body, save that if
the number of directors has been fixed at two or more persons, and by
reason of vacancies having occurred among the directors there shall be
only one continuing director, he shall be authorized to act alone only for
the purpose of appointing another director.
MEETINGS OF DIRECTORS
36. The directors may meet upon not less than two clear days' notice at such
place within or outside The Bahamas as and whenever they think necessary
for the dispatch of business and may adjourn, and otherwise regulate their
meetings and proceedings as they think fit. A meeting of directors may be
convened by the President or failing him any Vice President or any other
director.
37. A majority of the Board of Directors may waive notice of any meeting.
38. A properly constituted meeting of directors shall be competent to exercise
all or any of the powers, duties, authorities and discretions for the time
being vested in, or exercisable by, them as a body under authority of the
Act, the Memorandum and these Articles. Where the Board comprises more
than one director a quorum shall constitute fifty percent of the
membership of the Board.
39. The President, or in his absence, a Vice-President shall preside at
meetings of directors and if both are not present within fifteen minutes
from the time appointed by the meeting the directors present may choose
one of their number to be the Chairman.
40. Questions arising at any meeting of directors, or committee of directors
shall be decided by simple majority of votes; and in the case of an
equality of votes, the Chairman shall have a second or casting vote.
41. All acts done at any meeting of directors, or committee of directors,
shall be valid notwithstanding that it shall afterwards be discovered that
there was some defect in the appointment or continuance in office of any
such director or person acting as a director or in any director's
entitlement to vote or in the proceedings at such meeting.
-5-
42. When all the directors in person or by their alternates sign the minutes
of a meeting of directors, the meeting shall be deemed to have been duly
held notwithstanding any defects in the proceedings.
43. A resolution in writing signed by all the directors shall be as valid and
effectual as if it had been passed at a meeting of the directors duly
called and constituted.
ALTERNATE DIRECTOR
44. Any alternate director appointed shall be deemed to be a director of the
Company and not an agent of the director so appointing him.
45. A director by written instrument under his hand deposited at the
Registered Office of the Company may revoke, at any time, the appointment
of his alternate; and if a director shall die or cease to hold office, the
appointment of his alternate shall thereupon cease and terminate.
CORPORATE DIRECTOR
46. A director who is a body corporate may appoint, by written instrument
deposited at the Registered Office of the Company, any individual as its
representative for purposes of representing such director at board
meetings or meetings of a committee of directors and transacting the
business of the Company.
COMMITTEE OF DIRECTORS
47. A committee of directors duly appointed by powers conferred by the Act or
these Articles, may meet and adjourn as they think fit and may elect a
Chairman to preside at its meetings. If no such Chairman is elected, or if
at any meeting the Chairman is not present within fifteen minutes from the
time appointed for the meeting, the directors present may choose one of
their number to be the Chairman.
OFFICERS AND AGENTS
48. Any person, including a director, may be appointed by resolution of
directors to be an officer or agent of the Company; and the directors may
entrust to or confer upon such officer or agent any of the powers and
authorities, including the power and authority to affix the common seal of
the company, exercisable by directors upon such terms and conditions as
the Board of Directors think fit, either collaterally with, or to the
exclusion of, its own powers and subject to limitations under the Act and
any regulations prescribed by the enabling resolution.
49. Officers appointed may consist of a President, one or more
Vice-Presidents, a Secretary, a Treasurer and such other officers as the
directors may deem desirable from time to time. In the absence of any
specific allocation of powers and authorities, it shall be the
responsibility of the President to manage the day-to-day affairs of the
Company, the Vice-Presidents to act in order of seniority in the absence
of the President but otherwise to perform such duties as are delegated to
them by the President, the Secretary to maintain the registers, minute
books and records (other than financial records) of the Company and to
ensure compliance with all procedural requirements imposed on the Company
by applicable law, and the Treasurer to be responsible for the financial
affairs of the Company.
50. The emoluments of officers and agents shall be fixed by resolution of
directors, subject to any resolution of members.
CORPORATE OFFICER
51. Any officer who is a corporation may appoint by written instrument
deposited at the Registered Office of the Company any individual as its
representative to carry out the duties and exercise the powers and
authorities attaching to such office.
-6-
BORROWING POWERS
52. The directors on behalf of the Company may raise, borrow or secure money,
may mortgage, pledge or otherwise charge the Company's assets for such
purposes, and may issue securities whenever money is borrowed or as
security for any debt, liability or obligation of the Company, as approved
by resolution of the directors.
GUARANTEES
53. The directors may by resolution guarantee the repayment or performance of
any liability, debt or obligation of any person and secure the same by
mortgage, pledge or other charge on any of the Company's assets.
DIVIDENDS
54. Subject to the rights of holders of shares entitled to special rights as
to dividends, all dividends shall be declared and paid pari passu to
shareholders of record at the date of the declaration of the dividend; but
no dividend shall be paid on those shares which are held by the Company as
Treasury shares. If several persons are registered as joint holders of any
share, any of them may give effectual receipt for any dividend or other
moneys payable in respect of the share.
55. In the case of shares issued to bearer, the directors may provide for the
payment of dividends by reference to counterfoils or warrants issued with
the certificate for such shares, and the production of such share
counterfoil or warrant shall evidence entitlement to receipt of such
dividend in the same way and to such extent as the production of the
certificate itself. At the time of presentation of such counterfoils or
warrants as may be required to permit receipt, the directors may issue
such further counterfoils or warrants as may be required to permit receipt
by the holder thereof of subsequent dividends.
56. No dividend shall bear interest against the Company.
57. The directors at their discretion may deduct from the dividends payable to
any member all sums of money as may be owing by him to the Company; and
the directors shall keep such records of dividends paid and deductions
made as are necessary to reflect the financial position in this regard.
58. Notice of any dividend that is declared shall be given in a manner herein
prescribed for notices to members.
RESERVES
59. The directors may, before recommending any dividend, set aside out of the
profits of the Company such sum as they think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for special dividends
or bonuses, or for repairing, improving, maintaining any of the property
of the Company, and for such other purpose as the directors shall in their
absolute discretion think conducive to the interests of the Company.
60. The directors may invest the several sums so set aside upon such
investments as they may think fit; and from time to time deal with and
vary such investments and dispose of all or any part thereof for the
benefit of the Company; and may divide the reserve fund into any special
fund as they think fit and employ the reserve fund or any part thereof in
the business of the Company, without being bound to keep the same separate
from the other assets.
CAPITALIZATION OF PROFITS
61. The directors may resolve to capitalize in whole or part the amount for
the time being standing to the credit of any of the Company's reserve
accounts, or to the credit of the profit and loss account, or profits
otherwise available for distribution to members, and distribute such
amount amongst members, not in cash, but in fully paid shares, debentures
or other
-7-
securities of the Company in the same proportion as such members would
have been entitled to if the equivalent amount had been distributed as a
cash dividend.
62. If the directors resolve to capitalize such undistributed profits as
aforesaid, they shall have full power to make all decisions and provisions
and do all acts necessary to effect the capitalization and consequent
issue of shares, debentures or other securities to members according to
their respective entitlement; and to enter into such agreements with
members entitled to a distribution upon capitalization as they deem
appropriate, which agreements shall be binding on such members.
63. The directors shall keep such accounts and records of the capitalization
of profits and distribution as they deem appropriate; and in the case of
an issue of bonus shares, the directors shall make the necessary entries
in the Share Register in accordance with requirements in these Articles
and the Act.
CREATION OF TRUST
64. Subject to the provisions of the Act, the directors by resolution may
transfer assets of the Company to any corporation or other legal entity
other than an individual upon trust for the benefit of the Company, its
members, creditors or other persons having a direct or indirect interest
in the Company.
SEAL
65. The directors shall provide for the safe custody of the Seal which shall
not be used except by the authority of a resolution of directors.
ACCOUNTS
66. The Company shall keep such accounts and financial records as the
directors deem necessary and desirable to reflect the financial position
of the Company; and if such accounts are prepared, the directors may by
resolution call for such accounts to be examined by an auditor or
accountant appointed by them at such remuneration as may from time to time
be agreed; and such books of accounts shall be kept at the Registered
Office of the Company.
AMENDMENTS OF ARTICLES
67. The Company may alter or modify the conditions contained in these Articles
as originally prepared or as amended by resolution of directors or members
from time to time but where the Articles expressly provide that
resolutions of directors shall be subject to any resolution of members,
such provision shall not be altered except by resolution of members.
INDEMNITY
68. Notwithstanding any of the provisions of the Act, the directors, secretary
and other officers and the Registered agent for the time being of the
Company and the trustees (if any) for the time being acting in relation to
any of the affairs of the Company and every one of them and every one of
their heirs, executors and administrators shall be indemnified and secured
harmless out of the assets and profits of the Company from and against all
actions, costs, charges, losses, damages and expenses which they or any of
them, their or any of their heirs, executors or administrators shall or
may incur or sustain by or by reason of any act done, concurred in or
omitted in or about the execution of their duty or supposed duty in their
respective offices or trusts except such (if any) as they shall incur or
sustain through or by their own wilful neglect or default respectively and
none of them shall be answerable for the acts, receipts or defaults of the
other or others of them or for joining in any receipt for the sake of
conformity or for any bankers or other person with whom any moneys or
effects belonging to the Company shall or may be lodged or deposited for
safe custody or for the insufficiency or deficiency of any security upon
which any moneys of or belonging to the Company shall be placed out or
invested or for any other loss, misfortune or damage which may happen in
the execution of their respective offices or trusts or in relation thereto
except the same shall happen by or through their own wilful neglect or
default respectively.