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Exhibit 3.32
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
OFFICE OASIS LIMITED
PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F)
(Amendment) Regulations 1985 (such Table being hereinafter called "Table A")
shall apply to the Company save in so far as they are excluded or varied hereby
and such Regulations (save as so excluded or varied) and the Articles
hereinafter contained shall be the regulations of the Company.
(b) In these Articles the expression "the Act" means the Companies Act
1985, but so that any reference in these Articles to any provision of the Act
shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.
2. The Company is a private company and therefore no invitation or offer shall
be made to the public (whether for cash or otherwise) to subscribe for any
shares in or debentures of the Company, nor shall the Company allot or agree to
allot (whether for cash or otherwise) any shares in or debentures of the Company
with a view to all or any of these shares or debentures being offered for sale
to the public.
SHARES
3. (a) The shares shall be under the control of the Directors and the
Directors may allot, grant options over, or otherwise dispose of or deal with
any unissued shares and relevant securities (as defined by Section 80(2) of the
Act) to such persons and generally on such terms and in such manner as they
think fit.
(b) NEED BETTER COPY TO TYPE UP TO ITEM NO. 5.
(c)
(d)
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LIEN
4.
TRANSFER OF SHARES
5.
APPOINTMENT OF DIRECTORS
6. Unless and until the Company, in General Meeting, shall otherwise determine
there shall be no maximum number of Directors and the minimum number of
Directors shall be one if and so long as there is a sole Director he may
exercise all the powers and authorities vested in the Directors. Accordingly
Clause 64 in Table A shall not therefore apply to the Company.
7. The Directors shall not be required to retire by rotation and Clauses 73 to
80 (inclusive) in Table A shall not therefore apply to the Company.
8. A Director shall not be required to hold any share qualification but shall
nevertheless be entitled to receive notice of and to attend at all General
Meetings of the Company and at all separate General Meetings of the holders of
any class of shares in the capital of the Company.
9. The Company shall not be subject to Section 293 of the Act. Any person may be
appointed or elected as a Director, whatever may be his age, and no Director
shall be required to vacate his office by reason of his attaining or having
attained the age of seventy years or any other age.
DISQUALIFICATION OF DIRECTORS
10. The office of a Director shall be vacated if: -
(a) he ceases to be a Director by virtue of any provision of the Act or he
becomes prohibited by law form being a Director, or
(b) he becomes bankrupt or makes any arrangement or composition with his
creditors, or
(c) he is a person of unsound mind, or
(d) he resigns his office by notice to the Company, or
(e) he shall, for more than six consecutive months, have been absent
without permission of the Directors from meetings of Directors held during that
period and the Directors so resolve that his office be vacated.
POWER AND DUTIES OF A DIRECTOR
11. A Director may vote in respect of any contract or proposed contract or
arrangement in which he is interested, whether directly or indirectly, or upon
any matter arising therefrom and he
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may be counted in the quorum present at any meeting at which any such contract,
arrangement or matter is proposed or considered, and if he shall so vote, his
vote shall be so counted.
GENERAL MEETINGS
12. (a) A notice convening a General Meeting shall not be required to specify
the general nature of the business to be transacted unless that business is
deemed to be special business and therefore Clause 38 of Table A shall be
modified accordingly.
(b) All business that is or is to be transacted at an Extraordinary
General Meeting or an Annual General Meeting shall be deemed special with the
exception of declaring a dividend, the consideration of the accounts, the
Reports of the Directors an Auditors and the appointment of and the fixing of
the remuneration of the Auditors.
(c) Every notice convening a General Meeting shall comply with the
provisions of Section 372(3) of the Act as to giving information to Members in
regard to their right to appoint proxies and notices of and other communications
relating to any General Meeting which any Member is entitled to receive shall be
sent to the Directors and to the Auditors for the time being of the Company.
(d) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and, unless so fixed, shall when one
Director only is in office be one, and shall when more than one Director is in
office be two.
(e) If a quorum is not present within half an hour from the time appointed
for a General Meeting 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 Directors may determine, and if at the adjourned General Meeting a quorum is
not present within half an hour from the time appointed therefore such adjourned
General Meeting shall be dissolved.
ALTERNATE DIRECTOR
13. Any Director may, by notice in writing signed by him and deposited at the
Registered Office of the Company, appoint an alternate Director to act on his
behalf. Such alternate Director must be either a Director of the Company, or a
person approved by resolution of all the Directors for the time being of the
Company . Every alternate Director shall, during the period of his appointment,
be entitled to notice of Meetings of Directors and in the absence of the
Director appointing him to attend and vote thereat as a Director but his
appointment shall immediately cease and determine if and when the Director
appointing him ceases to hold office as a Director.
A Director who is also an Alternate Director shall be entitled, in addition to
his own vote, to a separate vote on behalf of the Director whom he is
representing.
BORROWING POWERS
14. The Directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they
consider appropriate and subject to
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Section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital or any part thereof and to issue
debentures, debenture stock and other securities whether outright or as security
for any debt, liability or obligations of the Company or of any third party.
INDEMNITY
15. Subject to the provisions of the Act and in addition to such indemnity as is
contained in Clause 118 of Table A, every Director, officer or official of the
Company shall be indemnified out of the funds of the Company against all costs,
charges, losses, expenses and liabilities incurred by him in the execution and
discharge of his duties or in relation thereto.
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Names and Addresses of Subscribers
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Stephen Mabbott
142, Queen Street
Glasgow, G1 3BU
Company Registration Agent
Lesley Mabbott
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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