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Exhibit 3.30
THE COMPANIES ACTS, 1948 TO 1976
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COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
MARLBOROUGH EMPLOYMENT LIMITED
1. The regulations contained in Part I of Table "A" appended to the Companies
Act, 1948 shall apply to and shall be the regulations of the Company, save
in so far as they are varied hereby or inconsistent herewith.
MODIFICATION OF TABLE "A" PART I
2. Regulations 24 and 75 of Part I of Table "A" shall not apply to the
Company and the following regulations shall be modified:
Regulation 7, so that the words "Except as required by law, no
person shall be recognized by the Company as holding any share upon
any trust, and "shall be held to be delete and there shall be added
to the end of the said regulation the words "The Company shall,
however, be entitled to register trustees as such in respect of any
shares."
Regulation 11, so that the words "(not being a fully paid share)"
and "(other than fully paid shares)" shall be held to be delete.
Regulation 22, so that the words "and transferee" shall be held to
be delete.
Regulation 28, so that there shall be added immediately after the
word "every" the word "confirmation".
Regulation 33, so that there shall be added to the end thereof the
words "and all expenses that may have been incurred by the Company
by reason of such non-payment."
Regulation 53, so that for the words "three members present in
person" there shall be substituted the words "two members present in
person or by proxy".
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Regulation 58, so that the word "two" shall be substituted for the
word "three" where it occurs in paragraph (b) of that regulation.
Regulation /
Regulation 79, so that the words from and including the word
"Provided" to the end of the clause shall be held to be delete.
Regulation 84, sot hat for Clause (2) thereof there shall be
substituted the following clause, namely "(2) A Director shall be
entitled to vote in respect of any contract or arrangement in which
he is interested and, notwithstanding any declaration he has made in
such respect, his vote shall be counted and he shall be counted in
the quorum present at the meeting;" that Clause (4) thereof shall be
held to be delete and that Clause (5) thereof be renumbered as
Clause (4).
Regulation 86, so that the words "and every Director present at any
meeting of Directors or Committee of Directors shall sign his name
in a book to be kept for that purpose" shall be held to be delete.
Regulation 88, so that in Clause (a) thereof the word and figures
"or 195" shall be held to be delete and that there shall be added to
the end of Clause (f) thereof the words "and they pass a resolution
that he has by reason of such absence vacated office."
PRIVATE COMPANY
3. The Company is hereby declared to be a Private Company in the sense of the
Companies Act, 1948.
4. The number of members of the Company (exclusive of persons who are in the
employment of the Company and of persons who, having been formerly in the
employment of the Company, were while in such employment and have
continued after the determination of such employment to be members of the
Company) shall not exceed fifty; provided that for the purposes of this
provision where two or more persons hold one or more shares in the Company
jointly they shall be treated as a single member and no transfer which
would increase such number of members beyond fifty shall be valid and the
Directors shall refuse to recognize or register any transfer which would
so increase such number.
5. No invitation shall be made to the public to subscribe for any shares or
debenture of the Company, and the Company and its Directors, Officials,
Agents, and all others acting or that may act on its behalf, are hereby
prohibited from making any such invitation to the public.
6. 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, to a person who is not a member of the
Company.
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TRANSFER /
TRANSFER OF SHARES
7. As regards all transfers of shares, the following provisions shall
(subject to the provisions of Article 6 hereof) receive effect and no
member shall be entitled to transfer his shares, or any of them, otherwise
than in accordance with the following provisions:
(a) Any member who desires to sell or transfer any shares shall be bound
to offer the same for sale as hereinafter provided.
(b) The member proposing to transfer any shares (hereinafter called "the
proposing transferor") shall give notice in writing (hereinafter
called "the transfer notice") to the Company that he desires to
transfer the same. Such notice shall specify the number of shares to
be transferred and the price which the proposing transferor
considers to be the fair value thereof and shall constitute the
Company as his agent for the sale of the shares to any member or
members of the Company at the price so fixed or at the fair value to
be fixed as provided in paragraph (e) below. The transfer notice
shall not be revocable except with the sanction of the Directors. On
receipt of the transfer notice, the Company shall within fourteen
days thereof notify all members of the Company of the shares offered
for sale and shall give all members equal facilities for the
purchase thereof.
(c) If the Company shall, within four weeks after being served with such
notice, find a member willing to purchase the shares (hereinafter
called "the purchasing member") and shall give notice thereof to the
proposing transferor, he shall be bound upon payment of the fair
value, to transfer the shares to the purchasing member.
(d) In case there shall be more than one purchasing member, the shares
offered for sale shall be divided among such purchasing members in
the proportion as nearly as possible in which they already hold
shares in the Company, provided however, that no purchasing member
shall be liable to take a greater number of shares than he shall
have offered to purchase, and that any shares which cannot be so
divided without creating fractions shall be apportioned by the
Directors among the purchasing members as they shall think proper.
(e) In case any difference arises between the proposing transferor and a
purchasing member as to the fair value of a share either party may
apply to a Chartered Accountant, to be appointed by the President
for the time being of the Institute of Chartered Accountants in
Scotland, who shall certify in writing the sum which in his opinion
is the fair value, and such certificate shall be final and binding
on the proposing transferor and the purchasing member concerned, and
such sum shall be deemed to be the fair value. Such certificate
shall not affect a sale of shares by the proposing transferor to
another purchasing member, if neither party has applied to a
Chartered Accountant as aforesaid.
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(f) /
(f) If within five weeks after the service of the transfer notice on the
Company the proposing transferor shall not receive notice that his
offer to sell is accepted wholly or in part as aforesaid, he may,
subject to paragraph (g) below, within six calendar months of
serving the said notice, sell or dispose of his shares or so many
thereof as shall not have been purchased as aforesaid to any other
person, at the price at which he shall have so offered them or at
any higher price, but not at any less price until he shall have
again offered such shares at such less price and for the same period
as before for sale as aforesaid.
(g) A notice of acceptance of the offer of the proposing transferor to
sell under paragraph (C) above, if sent by post, shall be deemed to
have been received by the proposing transferor if it is proved that
the letter containing the acceptance was properly addressed and put
into the post office.
(h) In the event of the death, bankruptcy or resignation of any Director
of the Company, or in the event of any Director ceasing for any
reason to be a Director of the Company, the remaining Directors
shall be entitled, on giving notice in writing accordingly at any
time within a period of six months after such event to such Director
or the legal personal representatives or trustee in bankruptcy of
such Director, as the case may be, to require him or them to sell,
as at the date of receipt of such notice, the whole shares in the
capital of the company held by him or them at such date all to the
same effect as if he or they had served a transfer notice at such
date of receipt on the Directors in terms of paragraph (b) of this
Regulation in respect of all such last mentioned shares provided
however that the price to be paid for such shares shall be a price
equivalent to the net asset value thereof as determined by the
auditors for the time being of the Company.
CAPITAL AND SHARES
8. The Share Capital of the Company is #50,000 divided into 50,000 Ordinary
Shares of #1 each.
9. The Shares in the original capital of the Company shall be under the
control of the Directors who may allot and issue the same to such persons
on such terms and conditions and at such time as the Directors think fit,
provided that no shares shall be issued at a discount except as provided
by Section 57 of the Companies Act, 1948.
ALTERATIONS OF CAPITAL /
ALTERATION OF CAPITAL
10. Subject as mentioned below, new shares created on any increase of capital
may, without the sanction of the holders of any class of shares, be issued
as Ordinary Shares ranking pari passu with the existing Ordinary Shares of
the Company or with any such preferred, deferred or other special rights,
whether in respect of dividend, return of capital, voting or
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otherwise, as may from time to time be determined either by Ordinary
Resolution of the Company in General Meeting or by resolution of the
Directors passed in pursuance of authority so to do delegated to them by
Ordinary Resolution of the Company in General Meeting, and subject to the
provisions of the Act the Company may issue Preference Shares, which are
redeemable, or at the option of the Company are liable to be redeemed, on
such terms and in such manner as the Company before the issue thereof may
by Special Resolution determine.
11. Unless otherwise determined by the General Meeting increasing the capital,
all new shares shall be offered to the members in proportion as nearly as
may be to the number of such shares held by them except in cases where an
issue is made in respect of the purchase of any heritable or moveable
property and where such shares are issued as fully or partly paid in whole
or part payment therefor, and such offer shall be made by notice
specifying the number of shares offered and limiting a time within which
the offer, if not accepted, will be deemed to be declined, and after the
expiration of such time, or on receipt of an intimation from the person to
whom the offer is made that he declines to accept the shares offered, the
Directors may, subject to these Articles, dispose of the same in such
manner as they may think most beneficial to the Company. The Directors may
likewise so dispose of any new shares which (by reason of the ratio the
new shares bear to shares held by persons entitled to an offer of new
Shares) cannot, in the opinion of the Directors, be conveniently offered
under this Article.
GENERAL MEETINGS
12. A resolution in writing signed by or on behalf of all the members for the
time being entitled to vote shall be as effective for all purposes as a
Resolution duly passed at a General Meeting of the Company duly convened
and held, and may consist of several documents in the like form each
signed by or on behalf of one or more members.
DIRECTORS
13. Unless otherwise determined by a General Meeting, the number of Directors
shall be not less than two. The first Directors shall be appointed by the
subscribers of the Memorandum of Association.
14. The remuneration of the Directors (other than the Managing Directors, if
any,) shall be divided amongst them as they shall determine, or failing
agreement, equally.
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15. If any Director shall be called upon to perform extra or executive or
special services of any kind for whatever period or periods, or to travel
or to go or reside abroad for any business or purposes of the Company, he
shall be entitled to receive such sum as the Directors may think fit for
expenses of living, and also such remuneration as the Directors may think
fit, either as fixed sum or as a percentage of profits or otherwise, and
such remuneration may, as the Directors shall determine, be either in
addition to or in
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substitution for his share in the remuneration of the Directors otherwise
provided and the same shall be charged as part of the ordinary working
expenses.
16. A Director shall not require a share qualification but nevertheless shall
be entitled to attend and speak at any General Meeting of, and at any
separate meeting of the holders of any class of shares in, the Company.
PROCEEDINGS OF DIRECTORS
17. A resolution executed in accordance with Regulation 106 of the said Part I
of Table "A" appended to the Companies Act, 1949, may be in the form of
separate documents each signed by one or more Directors.
NOTICES
18. If a member has no registered address in the United Kingdom and has not
supplied to the Company an address within the United Kingdom for the
giving of notices to him, a notice addressed to him at his last known
address in the United Kingdom shall be deemed to be duly given to him on
the day on which it is posted.
WINDING UP
19. If any distribution is proposed to be made under Regulation 135 of the
said Part I of Table "A" appended to the Companies Act, 1948, otherwise
than in accordance with the existing rights of the members, every member
shall have the same right of dissent and other ancillary rights, as if
such resolution therefor were a Special Resolution passed pursuant to
Section 287 of the Companies Act, 1948.
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Names, Addresses and Descriptions of Subscribers
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JOHN DUFFY
IAN J. BLACK
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Dated this ________ day of ___________, 19__.
Name, address and description of witness to the above signature.
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THE COMPANIES ACT 1985
SPECIAL RESOLUTION
(Pursuant to Companies Act 1985 S.378(2))
of
MARLBOROUGH EMPLOYMENT LIMITED
COMPANY NUMBER
66241
PASSED
5th July 1996
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At an EXTRAORDINARY GENERAL MEETING of the members of the said company, after
due notice specifying the intention to propose the following Resolution as a
SPECIAL RESOLUTION had been given, held at GLASGOW in the Region of Strathclyde
on the 5th day of July, 1996 the following SPECIAL RESOLUTION was duly passed.
"That paragraph 111(i) of the Memorandum and Articles of Association be deleted
and replaced with the following:
To carry on the business of holding, management and investment company and to
improve, develop, hold as an investment and undertake the management of any
property, real or personal, or any interest therein as owners, trustees, agents
or otherwise and generally to acquire, hold, deal in, dispose of or turn in
account any lands, buildings, estates, plant and equipment, commodities,
options, shares, stocks, debentures, bonds, loans, annuities and investments and
securities of any description, businesses, policies of insurance, patents and
licenses and other such property or rights for or on behalf of any company,
whether subsidiary or not; to promote sports drinks and associated products
within the group; to provide accounting, company secretarial and general office
services and to act as brokers of and agents for and distributors of goods and
services of all kinds, to tender for and to place contracts and investments on
behalf of any person, firm or company, to co-ordinate and administer the
policies and trading activities of any companies with which the company may be
associated, and generally to act as financiers, concessionaires, factors,
capitalists and underwriters and to guarantee and secure to act as financiers,
concessionaires, factors, capitalists and underwriters and to guarantee and
secure the payment of money or performance or fulfillment of contracts and
obligations by any company, firm or person and to advance money and lend assets
of any description, with or without security, and on such terms and in such
manner as may from time to time seem expedient".
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Company Secretary