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Exhibit 3.31
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
OFFICE OASIS LIMITED
1. The name of the Company is
"OFFICE OASIS LIMITED"
2. The Registered Office of the Company will be situate in Scotland.
3. The objects for which the Company is established are:
(A) To create, establish and maintain an organization for the provision and
supply of water cooling systems and cooled water to commercial and industrial
premises including offices, public houses, shops, factories and workplaces of
all kinds; to provide maintenance, service and repair insurance plans,
contracts, agreements, and other schemes in relation thereto; to maintain,
service, repair, install, fit, adapt, purchase, buy, sell, import, export,
market, distribute, supply, act as agents for and dealers in such water cooling
systems, equipment, devices, appliances, accessories, components and spare parts
of all and every description; to act as refrigeration, air conditioning,
ventilation, heating and lighting engineers and contractors, electrical,
electronic, mechanical and general engineers' and contractors, plumbers,
joiners, glaziers, electricians, gas filters, ____ and transport contractors;
builders and building contractors, builders supply merchants and to provide
services of all kinds which may be required (directly or indirectly) in
connection with any of the foregoing; to manufacture, buy, sell maintain, repair
and deal in equipment, plant, vehicles, machinery, tools, articles and things of
all kinds capable of being used for the purpose of the above-mentioned
businesses, or any of them, or likely to be required by customers of or persons
having dealings with the Company.
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(B) To carry on any other trade or business whatsoever which can, in the opinion
of the Board of Directors, be advantageously carried on by the Company or
calculated directly or indirectly to enhance any of the businesses of the
Company.
(C) To purchase, take on lease or in exchange, hire or by any other means
acquire and hold for any estate or interest any property, lands, buildings,
easements, rights, privileges, concessions, patents, parent rights, licenses,
secret processes, machinery, equipment, plant, stock-in-trade and any real or
personal property of any kind considered necessary, expedient or convenient in
connection with the Company's business.
(D) To borrow or raise or secure the payment of money in any manner the Company
shall think appropriate for the purpose of or in connection with the Company's
business, and for the purposes of or in connection with the borrowing or raising
of money by the Company to become a member of any building society.
(E) To mortgage and charge the undertaking and all or any of the real and
personal property and assets, present or future, and all or any of the uncalled
capital for the time being of the Company, and to issue at par or at a premium
or discount, and for such consideration and with and subject to such rights,
powers, privileges and conditions as may be thought fit, debentures or debenture
stock, either permanent or redeemable or repayable, and collaterally or further
to secure any securities of the Company by a trust deed or other assurance.
To issue and deposit any securities which the Company has power to issue by way
of mortgage to secure any sum less than the nominal amount of such securities,
and also by way of security for the performance of any contract or obligations
of the Company or of its customers or other persons or corporations having
dealings with the Company, or in whose businesses or undertakings the Company is
interested, whether directly or indirectly.
(F) To guarantee the payment of any monies and the performance of any contracts,
liabilities, duties, obligations or engagements of any company, society,
association, body, firm or person, including without prejudice to the foregoing
generality any company which is for the tie being the Company's holding or
subsidiary company as defined by Section 736 of the Companies Act 1985 or any
re-enactment thereof or a subsidiary of such holding company, or otherwise
associated with the Company in business and whether or not this Company receives
directly or indirectly any benefit, consideration or advantage therefrom, and to
secure the said payment, performance, obligations and others in such manner of
way as the Company may think fit by granting any Mortgage, Charge, Floating
Charge, Standard Security, Assignation, Pledge, Lien or other security upon the
whole or any part of the Company's undertaking, property, revenue, or assets
(whether present or future) including uncalled capital with powers of sale and
other usual and necessary powers.
(G) To receive money or loan or deposit upon such terms as the Company may
approve and to guarantee the obligations and contracts of any person or
corporation.
(H) To draw, make, accept, endorse, negotiate, discount and execute promissory
notes, bills of exchange and other negotiable or transferable instruments.
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(I) To invest and deal with the monies of the Company not immediately required
for the purposes of its business in or upon such investments, and in such manner
as may from time to time be determined necessary.
(J) To apply for, purchase or otherwise acquire and protect, prolong, renew and
hold, use, develop, sell, license or otherwise dispose of or deal with patents,
copyrights, designs, trade marks, brevets d'invention and concessions and the
like and any interest therein.
(K) To pay for any property or rights acquired by the Company, either in cash or
fully or partly paid-up shares, with or without preferred or deferred or special
rights or restrictions in respect of dividend, repayment of capital, voting or
otherwise, or by any securities which the Company has power to issue, or partly
in one mode and partly in another, and generally on such terms as the Company
may determine.
(L) To accept payment for any property or rights sold or otherwise disposed of
or dealt with by the Company, either in cash or by installments or otherwise, or
in fully or partly paid-up shares of any company or corporation, with or without
preferred or deferred or special rights or restrictions in respect of dividend,
repayment or capital, voting or otherwise, or in debentures or mortgage
debentures or debenture stock, mortgages or other securities of any company or
corporation, or partly in one mode and partly in another, and generally on such
terms as the Company may determine, and to hold, dispose of or otherwise deal
with any shares, stock or securities so acquired.
(M) To form, promote, finance or assist any other company whether for the
purpose of acquiring all or any of the undertaking, property and assets of the
Company or for any other purpose for which the Company may consider to be
expedient.
(N) to establish and maintain or procure the establishment and maintenance of
any non-contributory or contributory pension or superannuation funds for the
benefit of, and to give or procure the giving of donations, gratuities,
pensions, allowances or emoluments to any persons who are or were at any time in
the employment or service of the Company, or of any company which is for the
time being the Company's Holding or Subsidiary company as defined by Section 736
of the Companies Act 1985, or otherwise associated with the Company in business
or who are or were at any time Directors or officers of the Company or of any
such other company as aforesaid and the wives, widows, families and dependents
of any such persons, and also to establish and subsidize or subscribe to any
institutions, associations, clubs or funds calculated to be for the benefit of
or to advance the interests and well-being of the Company or of any such other
company as aforesaid, or of any such persons aforesaid, and to make payments for
or towards the insurance of any such persons as aforesaid, and to subscribe or
guarantee money for charitable or benevolent objects or for any exhibition or
for any public, general or useful objects and to do any of the matters aforesaid
either alone or in conjunction with any such other company as aforesaid.
(O) To enter into a partnership or arrangement for profits, union of interests,
reciprocal concession, co-operation with any company, firm or person carrying
proposing to carry on any business within the objects of indirectly to benefit
this Company, and to acquire and sell, deal with
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or dispose of any shares, stock of security or other interests in any such
company, and to guarantee contracts or liabilities of, subsidize or otherwise
assist such company.
(P) To purchaser or otherwise acquire and undertake all part of the business,
property, assets, liabilities, transactions of any person, firm, or company
carrying on business which this Company is authorized to carry on.
(Q) To sell, improve, manage, develop, turn to ___ exchange, let on rent,
royalty, share of profits or otherwise grant licenses, easements and other
rights in or over, and other manner deal with or dispose of the undertaking and
any of the property and assets for the time being of the ___ for such
consideration as the Company may think fit.
(R) To acquire, purchase, take over and undertake part of the business,
property, assets and liabilities of transactions of any firm, person or company
carrying on business which this Company is authorized to carry on and can be
carried on in conjunction therewith or is capable of conducted so as directly or
indirectly to benefit the Company to advance its interests generally.
(S) To distribute among the members in specie any property the Company or any
proceeds of sale or disposal of any property of the Company but so that no
distribution amounting to reduction of capital may be made except with the
sanction of any) for the time being required by law.
(T) To do all such other things as are incident or ___ to the above objects or
any of them.
And it is hereby declared that in the construction of this ___- the word
'company' except where used in reference to the ____ shall be deemed to include
any person or partnership or ____ body of persons, whether incorporated or not
incorporated, whether domiciled in Great Britain or elsewhere, and ___ objects
specified in the different paragraphs of this ___ shall, except where otherwise
expressed therein, by in ___ limited by reference to any other paragraph or the
name of the Company, but may be carried out in as full and ample a manner as
shall be construed in as wide a sense as if each of the paragraphs defined the
objects as a separate, distinct, independent company.
4. The liability of the members is limited.
5. The share capital of the Company is (pound)100 into 100 shares of (pound)1
each.
WE, the Subscribers to this Memorandum of Association, are desirous of being
formed into a Company pursuant to this Memorandum, and we respectively agree to
take the number of shares in the capital of the Company as set out opposite our
respective names.
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NAMES, ADDRESSES NUMBER OF SHARES
AND DESCRIPTIONS Taken by each
OF SUBSCRIBERS Subscriber
Stephen Mabbott 1
142 Queen Street
Glasgow, G1 3Bu
Company Registration Agent
Lesley Mabbott 1
142, Queen street
Glasgow, G1 3BU
Secretary
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DATED the 10 Aug 1989
Witness to the above Signatures:
Caryl Jones
142, Queen Street
Glasgow, G1 3BU
Secretary
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CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company Number
119721
I hereby certify that
OFFICE OASIS LIMITED
having a special resolution changes its name, is not incorporated under the name
of
WATER AT WORK LIMITED
Signed in Edinburgh
4 DECEMBER 1989
Registration of Companies
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