EXHIBIT 3.1(b)
CONFORMED COPY AS AMENDED BY SPECIAL RESOLUTIONS PASSED 14TH OCTOBER 1991 AND
21ST NOVEMBER 2000.
THE COMPANIES LAW
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COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
SEAGATE TECHNOLOGY INTERNATIONAL
l. In these Articles Table A in the Schedule to the Statute does not apply and,
unless there be something in the subject or context inconsistent therewith,
"Articles" means these Articles as originally framed or as
from time to time altered by Special Resolution.
"The Auditors" means the persons for the time being
performing the duties of auditors of the Company.
"The Company" means the above named Company.
"Debenture" means debenture stock, mortgages, bonds and any
other such securities of the Company whether constituting a
charge on the assets of the Company or not.
"The Directors" means the directors for the time being of
the Company.
"Dividend" includes bonus.
"Member" shall bear the meaning ascribed to it in
Section 35 of the Statute.
"Month" means calendar month.
"The Registered Office" means the registered office for the
time being of the Company.
"Paid-up" means paid-up and/or credited as paid-up.
"Seal" means the common seal of the Company and includes
every official seal.
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"Secretary" includes an Assistant Secretary and any person
appointed to perform the duties of Secretary of the Company.
"Special Resolution" has the same meaning as in the Statute.
"Statute" means the Companies Law of the Cayman Islands as
amended and every statutory modification or re-enactment
thereof for the time being in force.
"Written" and "In Writing" include all modes of representing
or reproducing words in visible form.
Words importing the singular number only include the plural
number and vice-versa.
Words importing the masculine gender only include the
feminine gender.
Words importing persons only include corporations.
2. The business of the Company may be commenced as soon after incorporation as
the Directors shall see fit, notwithstanding that part only of the shares may
have been allotted.
3. The Directors may pay, out of the capital or any other monies of the Company,
all expenses incurred in or about the formation and establishment of the Company
including the expenses of registration.
CERTIFICATES FOR SHARES
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4. Certificates representing shares of the Company shall be in such form as
shall be determined by the Directors. Such certificates shall be under seal. All
certificates for shares shall be consecutively numbered or otherwise identified
and shall specify the shares to which they relate. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered in the register of members of the
Company. All certificates surrendered to the Company for transfer shall be
cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled. The
Directors may authorise certificates to be issued with the seal and authorised
signature(s) affixed by some method or system of mechanical process.
5. Notwithstanding Article 4 of these Articles, if a share certificate be
defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar
(US$l.00) or such less sum and on such terms (if any) as to evidence and
indemnity and the payment of the expenses incurred by the Company in
investigating evidence, as the Directors may prescribe.
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ISSUE OF SHARES
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6. (1) That the share capital of the Company with effect from the
adoption of this amended Articles of Association is US$900,000.00 divided into
450,000 Class A Shares of US$1.00 par value each and 450,000 Class B Shares of
US$1.00 par value each.
(2) During such time as any Class A Share shall be in issue and
outstanding, the Class B Shares shall not be entitled to attend or vote at or to
receive notice of general meetings.
(3) Class A Shares and Class B Shares shall rank pari passu for
entitlement to dividends.
(4) In a winding-up of the Company, the amount of assets
available for distribution to the holders of Class A Shares shall be calculated
in accordance with the formula as follows:-
30 x X = Y
--
100
where X is the aggregate amount of assets available for
distribution to members; and
where Y is the aggregate amount of assets available for
distribution to the holders of Class A Shares.
Each holder of a Class A Share shall be entitled to receive in respect of a
distribution an amount of assets calculated in accordance with the following
formula:-
A x Y
-
B
where A is the number of Class A Shares held by the shareholder
in question; and
where B is the number of Class A Shares in issue and outstanding.
In a winding-up of the Company, the amount of assets available for distribution
to the holders of Class B Shares shall be calculated in accordance with the
formula as follows:-
70 x X = Z
--
100
where X is the aggregate amount of assets available for
distribution to members; and
where Z is the aggregate amount of assets available for
distribution to the holders of Class B Shares.
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Each holder of a Class B Share shall be entitled to receive in respect of a
distribution an amount of assets calculated in accordance with the following
formula:-
C x Z
-
D
where C is the number of Class B Shares held by the shareholder
in question; and
where D is the number of Class B Shares in issue and outstanding.
(5) The Directors may allot, issue, grant options over or
otherwise dispose of shares of the Company to such persons, at such times and on
such other terms as they think proper.
7. The Company shall maintain a register of its members and every person whose
name is entered as a member in the register of members shall be entitled without
payment to receive within two months after allotment or lodgement of transfer
(or within such other period as the conditions of issue shall provide) one
certificate for all his shares or several certificates each for one or more of
his shares upon payment of fifty cents (US$0.50) for every certificate after the
first or such less sum as the Directors shall from time to time determine
provided that in respect of a share or shares held jointly by several persons
the Company shall not be bound to issue more than one certificate and delivery
of a certificate for a share to one of the several joint holders shall be
sufficient delivery to all such holders.
TRANSFER OF SHARES
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8. The instrument of transfer of any share shall be in writing and shall be
executed by or on behalf of the Transferor and the Transferor shall be deemed to
remain the holder of a share until the name of the Transferee is entered in the
register in respect thereof.
9. [Deleted by special resolution passed 21.11.00.]
l0. The registration of transfers may be suspended at such time and for such
periods as the Directors may from time to time determine, provided always that
such registration shall not be suspended for more than forty-five days in any
year.
REDEEMABLE SHARES
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ll. (a) Subject to the provisions of the Statute and the Memorandum
of Association, shares may be issued on the terms that they are, or at the
option of the Company or the holder are, to be redeemed on such terms and in
such manner as the Company, before the issue of the shares, may by special
resolution determine.
(b) Subject to the provisions of the Statute and the Memorandum
of Association, the Company may purchase its own shares, including any
redeemable shares, provided that the manner of purchase has first been
authorised by the Company in general
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meeting and may make payment therefor in any manner authorised by the Statute,
including out of capital.
VARIATION OF RIGHTS OF SHARES
-----------------------------
l2. If at any time the share capital of the Company is divided into different
classes of shares, the rights attached to any class (unless otherwise provided
by the terms of issue of the shares of that class) may, whether or not the
Company is being wound-up, be varied with the consent in writing of the holders
of three-fourths of the issued shares of that class, or with the sanction of a
special resolution passed at a general meeting of the holders of the shares of
that class.
The provisions of these Articles relating to general meetings shall apply to
every such general meeting of the holders of one class of shares except that the
necessary quorum shall be one (l) person holding or representing by proxy at
least one-third of the issued shares of the class and that any holder of shares
of the class present in person or by proxy may demand a poll.
l3. The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.
COMMISSION ON SALE OF SHARES
----------------------------
l4. The Company may in so far as the Statute from time to time permits pay a
commission to any person in consideration of his subscribing or agreeing to
subscribe whether absolutely or conditionally for any shares of the Company.
Such commissions may be satisfied by the payment of cash or the lodgement of
fully or partly paid-up shares or partly in one way and partly in the other. The
Company may also on any issue of shares pay such brokerage as may be lawful.
NON-RECOGNITION OF TRUSTS
-------------------------
l5. No person shall be recognised by the Company as holding any share upon any
trust and the Company shall not be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent, future,
or partial interest in any share, or any interest in any fractional part of a
share, or (except only as is otherwise provided by these Articles or the
Statute) any other rights in respect of any share except an absolute right to
the entirety thereof in the registered holder.
LIEN ON SHARES
--------------
l6. The Company shall have a first and paramount lien and charge on all shares
(whether fully paid-up or not) registered in the name of a member (whether
solely or jointly with others) for all debts, liabilities or engagements to or
with the Company (whether
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presently payable or not) by such member or his estate, either alone or jointly
with any other person, whether a member or not, but the Directors may at any
time declare any share to be wholly or in part exempt from the provisions of
this Article. The registration of a transfer of any such share shall operate as
a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on
a share shall extend to all dividends or other monies payable in respect
thereof.
l7. The Company may sell, in such manner as the Directors think fit, any shares
on which the Company has a lien, but no sale shall be made unless a sum in
respect of which the lien exists is presently payable, nor until the expiration
of fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder or holders for the time being of the
share, or the person, of which the Company has notice, entitled thereto by
reason of his death or bankruptcy.
l8. To give effect to any such sale the Directors may authorise some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as theholder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
l9. The proceeds of such sale shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as is
presently payable and the residue, if any, shall (subject to a like lien for
sums not presently payable as existed upon the shares before the sale) be paid
to the person entitled to the shares at the date of the sale.
CALL ON SHARES
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20. (a) The Directors may from time to time make calls upon the members
in respect of any monies unpaid on their shares (whether on account of the
nominal value of the shares or by way of premium or otherwise) and not by the
conditions of allotment thereof made payable at fixed terms, provided that 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 of payment) pay to the Company at the time or times
so specified the amount called on the shares. A call may be revoked or postponed
as the Directors may determine. A call may be made payable by instalments.
(b) A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed.
(c) The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
2l. If a sum called in respect of a share is not paid before or on a day
appointed for payment thereof, the persons from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate not
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exceeding ten per cent per annum as the Directors may determine, but the
Directors shall be at liberty to waive payment of such interest either wholly or
in part.
22. Any sum which by the terms of issue of a share becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share or by
way of premium or otherwise, shall for the purposes of these Articles be deemed
to be a call duly made, notified and payable on the date on which by the terms
of issue the same becomes payable, and in the case of non-payment all the
relevant provisions of theseArticles as to payment of interest forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
23. The Directors may, on the issue of shares, differentiate between the holders
as to the amount of calls or interest to be paid and the times of payment.
24. (a) The Directors may, if they think fit, receive from any member
willing to advance the same, all or any part of the monies uncalled and unpaid
upon any shares held by him, and upon all or any of the monies so advanced may
(until the same would but for such advances, become payable) pay interest at
such rate not exceeding (unless the Company in general meeting shall otherwise
direct) seven per cent (7%) per annum, as may be agreed upon between the
Directors and the member paying such sum in advance.
(b) No such sum paid in advance of calls shall entitle the member
paying such sum to any portion of a dividend declared in respect of any period
prior to the date upon which such sum would, but for such payment, become
presently payable.
FORFEITURE OF SHARES
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25. (a) If a member fails to pay any call or instalment of a call or
to make any payment required by the terms of issue on the day appointed for
payment thereof, the Directors may, at any time thereafter during such time as
any part of the call, instalment or payment remains unpaid, give notice
requiring payment of so much of the call, instalment or payment as is unpaid,
together with any interest which may have accrued and all expenses that have
been incurred by the Company by reason of such non-payment. Such notice shall
name a day (not earlier than the expiration of fourteen days from the date of
giving of the notice) on or before which the payment required by the notice is
to be made, and shall state that, in the event of non-payment at or before the
time appointed the shares in respect of which such notice was given will be
liable to be forfeited.
(b) If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect. Such forfeiture shall
include all dividends declared in respect of the forfeited share and not
actually paid before the forfeiture.
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(c) A forfeited share may be sold or otherwise disposed of on
such terms and in such manner as the Directors think fit and at any time before
a sale or disposition theforfeiture may be cancelled on such terms as the
Directors think fit.
26. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the Company all monies which, at the date of forfeiture were payable by
him to the Company in respect of the shares together with interest thereon, but
his liability shall cease if and when the Company shall have received payment in
full of all monies whenever payable in respect of the shares.
27. A certificate in writing under the hand of one Director and the Secretary of
the Company that a share in the Company has been duly forfeited on a date stated
in the declaration shall be conclusive evidence of the fact therein stated as
against all persons claiming to be entitled to the share. The Company may
receive the consideration given for the share on any sale or disposition thereof
and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder
of the share and shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
28. The provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way
of premium as if the same had been payable by virtue of a call duly made and
notified.
REGISTRATION OF EMPOWERING INSTRUMENTS
--------------------------------------
29. The Company shall be entitled to charge a fee not exceeding one dollar
(US$l.00) on the registration of every probate, letters of administration,
certificate of death or marriage, power of attorney, notice in lieu of
distringas, or other instrument.
TRANSMISSION OF SHARES
----------------------
30. In case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares, but nothing herein
contained shall release the estate of any such deceased holder from any
liability in respect of any shares which had been held by him solely or jointly
with other persons.
3l. (a) Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member (or in any other way than by transfer) may, upon such
evidence being produced as may from time to time be required by the Directors
and subject as hereinafter provided, elect either to be registered himself as
holder of the share or to make such transfer of the share to such other person
nominated by him as the deceased or bankrupt person could have made and to have
such person registered as the transferee thereof, but the Directors shall, in
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either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by that member before his
death or bankruptcy as the case may be.
(b) If the person so becoming entitled shall elect to be
registered himself as holder he shall deliver or send to the Company a notice in
writing signed by him stating that he so elects.
32. A person becoming entitled to a share by reason of the death or bankruptcy
of the holder (or in any other case than by transfer) shall be entitled to the
same dividends and other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the
Company PROVIDED HOWEVER that the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to
transfer the share and if the notice is not complied with within ninety days the
Directors may thereafter withhold payment of all dividends, bonuses or other
monies payable in respect of the share until the requirements of the notice have
been complied with.
AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF
LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL
-----------------------------------------------------
33. (a) Subject to and in so far as permitted by the provisions of
the Statute, the Company may from time to time by ordinary resolution alter or
amend its Memorandum of Association otherwise than with respect to its name and
objects and may, without restricting the generality of the foregoing:
(i) increase the share capital by such sum to be divided
into shares of such amount or without nominal or par
value as the resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as
the Company in general meeting may determine.
(ii) consolidate and divide all or any of its share
capital into shares of larger amount than its
existing shares;
(iii) by subdivision of its existing shares or any of them
divide the whole or any part of its share capital
into shares of smaller amount than is fixed by the
Memorandum of Association or into shares without
nominal or par value;
(iv) cancel any shares which at the date of the passing of
the resolution have not been taken or agreed to be
taken by any person.
(b) All new shares created hereunder shall be subject to the same
provisions with reference to the payment of calls, liens, transfer,
transmission, forfeiture and otherwise as the shares in the original share
capital.
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(c) Subject to the provisions of the Statute the Company may by
special resolution change its name or alter its objects.
(d) Subject to the provisions of the Statute the Company may by
special resolution reduce its share capital, any capital redemption reserve
fund, or any share premium account.
(e) Subject to the provisions of the Statute the Company may by
resolution of the Directors change the location of its registered office.
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
-------------------------------------------------
34. For the purpose of determining members entitled to notice of or to vote at
any meeting of members or any adjournment thereof, or members entitled to
receive payment of any dividend, or in order to make a determination of members
for any other proper purpose, the Directors of the Company may provide that the
register of members shall be closed for transfers for a stated period but not to
exceed in any case forty (40) days. If the register of members shall be so
closed for the purpose of determining members entitled to notice of or to vote
at a meeting of members such register shall be so closed for at least ten (l0)
days immediately preceding such meeting and the record date for such
determination shall be the date of the closure of the register of members.
35. In lieu of or apart from closing the register of members, the Directors may
fix in advance a date as the record date for any such determination of members
entitled to notice of or to vote at a meeting of the members and for the
purposeof determining the members entitled to receive payment of any dividend
the Directors may, at or within 90 days prior to the date of declaration of such
dividend fix a subsequent date as the record date for such determination.
36. If the register of members is not so closed and no record date is fixed for
the determination of members entitled to notice of or to vote at a meeting of
members or members entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of members. When a determination of members
entitled to vote at any meeting of members has been made as provided in this
section, such determination shall apply to any adjournment thereof.
GENERAL MEETING
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37. (a) Subject to paragraph (c) hereof, the Company shall within one
year of its incorporation and in each year of its existence thereafter hold a
general meeting as its Annual General Meeting and shall specify the meeting as
such in the notices calling it. The Annual General Meeting shall be held at such
time and place as the Directors shall appoint and if no other time and place is
prescribed by them, it shall be held at the registered office of the Company on
the second Wednesday in December of each year at ten o'clock in the morning.
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(b) At these meetings the report of the Directors (if any) shall
be presented.
(c) If the Company is exempted as defined in the Statute it may
but shall not be obliged to hold an Annual General Meeting.
38. (a) The Directors may whenever they think fit, and they shall on
the requisition of members of the Company holding at the date of the deposit of
the requisition not less than onetenth of such of the paid-up capital of the
Company as at the date of the deposit carries the right of voting at general
meetings of the Company, proceed to convene a general meeting of the Company.
(b) The requisition must state the objects of the meeting and
must be signed by the requisitionists and deposited at the Registered Office of
the Company and may consist of several documents in like form each signed by one
or more requisitionists.
(c) If the Directors do not within twenty-one days from the date
of the deposit of the requisition duly proceed to convene a general meeting, the
requisitionists, or any of them representing more than one-half of the total
voting rights of all of them, may themselves convene a general meeting, but any
meeting so convened shall not be held after the expiration of three months after
the expiration of the said twenty-one days.
(d) A general meeting convened as aforesaid by requisitionists
shall be convened in the same manner as nearly as possible as that in which
general meetings are to be convened by Directors.
NOTICE OF GENERAL MEETINGS
--------------------------
39. At least five days' notice shall be given of an Annual General Meeting or
any other general meeting. Every notice shall be exclusive of the day on which
it is given or deemed to be given and of the day for which it is given and shall
specify the place, the day and the hour of the meeting and the general nature of
the business and shall be given in manner hereinafter mentioned or in such other
manner if any as may be prescribed by the Company PROVIDED that a general
meeting of the Company shall, whether or not the notice specified in this
regulation has been given be deemed to have been duly called if it is so agreed:
(a) in the case of a general meeting called as an Annual
General Meeting by all the members entitled to attend
and vote thereat or their proxies; and
(b) in the case of any other general meeting by a
majority in number of the members having a right to
attend and vote at the meeting, being a majority
together holding not less than seventy-five per cent
(75%) in nominal value or in the case of shares
without nominal or par value seventy-five per cent
(75%) of the shares in issue, or their proxies.
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40. The accidental omission to give notice of a general meeting to, or the
non-receipt of notice of a meeting by any person entitled to receive notice
shall not invalidate the proceedings of that meeting.
PROCEEDINGS AT GENERAL MEETINGS
-------------------------------
41. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; two (2)
members present in person or by proxy shall be a quorum provided always that if
the Company has one shareholder of record the quorum shall be that one (l)
member present in person or by proxy.
42. Subject and without prejudice to any provisions of the Statute, a resolution
in writing (in one or more counterparts) signed by all members for the time
being entitled to receive notice of and to attend and vote at general meetings
(or being corporations by their duly authorised representatives) shall be as
valid and effective as if the same had been passed at a general meeting of the
Company duly convened and held.
43. 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 and 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 time or such other place
as the directors 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 members
present shall be a quorum.
44. The Chairman, if any, of the Board of Directors shall preside as Chairman at
every general meeting of the Company, or if there is no such Chairman, or if he
shall not be present within fifteen minutes after the time appointed for the
holding of the meeting, or is unwilling to act, the Directors present shall
elect one of their number to be Chairman of the meeting.
45. If at any general meeting no Director is willing to act as Chairman or if no
Director is present within fifteen minutes after the time appointed for holding
the meeting, the members present shall choose one of their number to be Chairman
of the meeting.
46. The Chairman may, with the consent of any general meeting duly constituted
hereunder, and shall if so directed by the meeting, adjourn the meeting from
time to time and from place to place, 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. When a general meeting is adjourned for thirty
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting; save as aforesaid it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
general meeting.
47. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is, before or on the declaration of the
result of the show of hands, demanded by the Chairman or any other member
present in person or by proxy.
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48. Unless a poll be so demanded a declaration by the Chairman that a resolution
has on a show of hands been carried, or carried unanimously, or by a particular
majority,or lost, and an entry to that effect in the Company's Minute Book
containing the Minutes of the proceedings of the meeting shall be conclusive
evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
49. The demand for a poll may be withdrawn.
50. Except as provided in Article 52, if a poll is duly demanded it shall be
taken in such manner as the Chairman directs and the result of the poll shall be
deemed to be the resolution of the general meeting at which the poll was
demanded.
51. In the case of an equality of votes, whether on a show of hands or on a
poll, the Chairman of the general meeting at which the show of hands takes place
or at which the poll is demanded, shall be entitled to a second or casting vote.
52. A poll demanded on the election of a Chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the Chairman of the general meeting directs and
any business other than that upon which a poll has been demanded or is
contingent thereon may be proceeded with pending the taking of the poll.
VOTES OF MEMBERS
----------------
53. Subject to any rights or restrictions for the time being attached to any
class or classes of shares, on a show of hands every member of record present in
person or by proxy at a general meeting shall have one vote and on a poll every
member of record present in person or by proxy shall have one vote for each
share registered in his name in the register.
54. In the case of joint holders of record 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 of members.
55. A member of unsound mind, or in respect of whom an order has been made by
any court, having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee, receiver, curator bonis, or other person in the
nature of a committee, receiver or curator bonis appointed by that court, and
any such committee, receiver, curator bonis or other persons may vote by proxy.
56. No member shall be entitled to vote at any general meeting unless he is
registered as a shareholder of the Company on the record date for such meeting
nor unless all calls or other sums presently payable by him in respect of shares
in the Company have been paid.
57. No objection shall be raised to the qualification of any voter except at the
general meeting or adjourned general meeting at which the vote objected to is
given or tendered
14
and every vote not disallowed at such general meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the Chairman
of the general meeting whose decision shall be final and conclusive.
58. On a poll or on a show of hands votes may be given either personally or by
proxy.
PROXIES
-------
59. The instrument appointing a proxy shall be in writing and shall be executed
under the hand of the appointor or of his attorney duly authorised in writing,
or, if the appointor is a corporation under the hand of an officer or attorney
duly authorised in that behalf. A proxy need not be a member of the Company.
60. The instrument appointing a proxy shall be deposited at the Registered
Office of the Company or at such other place as is specified for that purpose in
the notice convening the meeting no later than the time for holding the meeting,
or adjourned meeting provided that the Chairman of the Meeting may at his
discretion direct that an instrument of proxy shall be deemed to have been duly
deposited upon receipt of telex or cable confirmation from the appointor that
the instrument of proxy duly signed is in the course of transmission to the
Company.
61. The instrument appointing a proxy may be in any usual or common form and may
be expressed to be for a particular meeting or any adjournment thereof or
generally until revoked. An instrument appointing a proxy shall be deemed to
include the power to demand or join or concur in demanding a poll.
62. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the share in respect of which the proxy is given provided
that no intimation in writing of such death, insanity, revocation or transfer as
aforesaid shall have been received bythe Company at the office before the
commencement of the general meeting, or adjourned meeting at which it is sought
to use the proxy.
63. Any corporation which is a member of record of the Company may in accordance
with its Articles or in the absence of such provision by resolution of its
Directors or other governing body authorise such person as it thinks fit to act
as its representative at any meeting of the Company or of any class of members
of the Company, and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he represents as the corporation
could exercise if it were an individual member of record of the Company.
64. Shares of its own stock belonging to the Company or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.
15
DIRECTORS
---------
65. There shall be a Board of Directors consisting of not less than one or more
than ten persons (exclusive of Alternate Directors) PROVIDED HOWEVER that the
Company may from time to time by ordinary resolution increase or reduce the
limits in the number of Directors. The first Directors of the Company shall be
determined in writing by the subscribers of the Memorandum of Association or a
majority of them.
66. The remuneration to be paid to the Directors shall be such remuneration as
the Directors shall determine. Such remuneration shall be deemed to accrue from
day to day. The Directors shall also be entitled to be paid their travelling,
hotel and other expenses properly incurred by them in going to, attending and
returning from meetings of the Directors, or any committee of the Directors, or
general meetings of the Company, or otherwise in connection with the business of
the Company, or to receive a fixed allowance in respect thereof as may be
determined by the Directors from time to time, or a combination partly of one
such method and partly the other.
67. The Directors may by resolution award special remuneration to any Director
of the Company undertaking any special work or services for, or undertaking any
special mission on behalf of, the Company other than his ordinary routine work
as a Director. Any fees paid to a Director who is also counsel or solicitor to
the Company, or otherwise serves it in a professional capacity shall be in
addition to his remuneration as a Director.
68. A Director or Alternate Director may hold any other office or place of
profit under the Company (other than the office of Auditor) in conjunction with
his office of Director for such period and on such terms as to remuneration and
otherwise as the Directors may determine.
69. A Director or Alternate Director may act by himself or his firm in a
professional capacity for the Company and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director or Alternate
Director.
70. A shareholding qualification for Directors may be fixed by the Company in
general meeting, but unless and until so fixed no qualification shall be
required.
71. A Director or Alternate Director of the Company may be or become a Director
or other Officer of or otherwise interested in any company promoted by the
Company or in which the Company may be interested as shareholder or otherwise
and no such Director or Alternate Director shall be accountable to the Company
for any remuneration or other benefits received by him as a Director or Officer
of, or from his interest in, such other company.
72. No person shall be disqualified from the office of Director or Alternate
Director or prevented by such office from contracting with the Company, either
as vendor, purchaser or otherwise, nor shall any such contract or any contract
or transaction entered into by or on behalf of the Company in which any Director
or Alternate Director shall be in any way
16
interested be or be liable to be avoided, nor shall any Director or Alternate
Director so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or transaction by reason of
such Director holding office or of the fiduciary relation thereby established. A
Director (or his Alternate Director in his absence) shall be at liberty to vote
in respect of any contract or transaction in which he is so interested as
aforesaid PROVIDED HOWEVER that the nature of the interest of any Director or
Alternate Director in any such contract or transaction shall be disclosed by him
or the Alternate Director appointed by him at or prior to its consideration and
any vote thereon.
73. A general notice that a Director or Alternate Director is a shareholder of
any specified firm or company and is to be regarded as interested in any
transaction with such firm or company shall be sufficient disclosure under
Article 72 and after such general notice it shall not be necessary to give
special notice relating to any particular transaction.
ALTERNATE DIRECTORS
-------------------
74. Subject to the exception contained in Article 82, a Director who expects to
be unable to attend Directors' Meetings because of absence, illness or otherwise
may appoint any person to be an Alternate Director to act in his stead and such
appointee whilst he holds office as an Alternate Director shall, in the event of
absence therefrom of his appointor, be entitled to attend meetings of the
Directors and to vote thereat and to do, in the place and stead of his
appointor, any other act or thing which his appointor is permitted or required
to do by virtue of his being a Director as if the Alternate Director were the
appointor, other than appointment of an Alternate to himself, and he shall ipso
facto vacate office if and when his appointor ceases to be a Director or removes
the appointee from office. Any appointment or removal under this Article shall
be effected by notice in writing under the hand of the Director making the same.
POWERS AND DUTIES OF DIRECTORS
------------------------------
75. The business of the Company shall be managed by the Directors (or a sole
Director if only one is appointed) who may pay all expenses incurred in
promoting, registering and setting up the Company, and may exercise all such
powers of the Company as are not, from time to time by the Statute, or by these
Articles, or such regulations, being not inconsistent with the aforesaid, as may
be prescribed by the Company in general meeting required to be exercised by the
Company in general meeting PROVIDED HOWEVER that no regulations made by the
Company in general meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.
76. The Directors may from time to time and at any time by powers of attorney
appoint any company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or attorneys of the Company
for such purpose and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such conditions as they may think fit, and
any such powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorneys as the Directors may
think fit and may
17
also authorise any such attorney to delegate all or any of the powers,
authorities and discretions vested in him.
77. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for monies paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed as the case may be in
suchmanner as the Directors shall from time to time by resolution determine.
78. The Directors shall cause Minutes to be made in books provided for the
purpose :
(a) of all appointments of Officers made by the
Directors;
(b) of the names of the Directors (including those
represented thereat by an Alternate or by proxy)
present at each meeting of the Directors and of any
committee of the Directors;
(c) of all resolutions and proceedings at all meetings of
the Company and of the Directors and of Committees of
Directors.
79. The Directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any Director who has held any other salaried office
or place of profit with the Company or to his widow or dependents and may make
contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.
80. The Directors may exercise all the powers of the Company to borrow money and
to mortgage or charge 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 obligation of the Company or
of any third party.
MANAGEMENT
----------
81. (a) The Directors may from time to time provide for the
management of the affairs of the Company in such manner as they shall think fit
and the provisions contained in the three next following paragraphs shall be
without prejudice to the general powers conferred by this paragraph.
(b) The Directors from time to time and at any time may establish
any committees, local boards or agencies for managing any of the affairs of the
Company and may appoint any persons to be members of such committees or local
boards or any managers or agents and may fix their remuneration.
(c) The Directors from time to time and at any time may delegate
to any such committee, local board, manager or agent any of the powers,
authorities and discretions for the time being vested in the Directors and may
authorise the members for the time being of any such local board, or any of them
to fill up any vacancies therein and to act notwithstanding vacancies
18
and any such appointment ordelegation may be made on such terms and subject to
such conditions as the Directors may think fit and the Directors may at any time
remove any person so appointed and may annul or vary any such delegation, but no
person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.
(d) Any such delegates as aforesaid may be authorised by the
Directors to subdelegate all or any of the powers, authorities, and discretions
for the time being vested in them.
MANAGING DIRECTORS
------------------
82. The Directors may, from time to time, appoint one or more of their body (but
not an Alternate Director) to the office of Managing Director for such term and
at such remuneration (whether by way of salary, or commission, or participation
in profits, or partly in one way and partly in another) as they may think fit
but his appointment shall be subject to determination ipso facto if he ceases
from any cause to be a Director and no Alternate Director appointed by him can
act in his stead as a Director or Managing Director.
83. The Directors may entrust to and confer upon a Managing Director any of the
powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit and either collaterally with or to the
exclusion of their own powers and may from time to time revoke, withdraw, alter
or vary all or any of such powers.
PROCEEDINGS OF DIRECTORS
------------------------
84. Except as otherwise provided by these Articles, the Directors shall meet
together for the despatch of business, convening, adjourning and otherwise
regulating their meetings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes of the Directors and Alternate Directors
present at a meeting at which there is a quorum, the vote of an Alternate
Director not being counted if his appointor be present at such meeting. In case
of an equality of votes, the Chairman shall have a second or casting vote. No
meeting of the Directors shall be held in Singapore and any decision reached or
resolution passed by the directors at any meeting which is purportedly held in
Sinagpre shall be invalid and of no effect.
85. A Director or Alternate Director may, and the Secretary on the requisition
of a Director or Alternate Director shall, at any time summon a meeting of the
Directors by at least five days' notice in writing to every Director and
Alternate Director which notice shall set forth the general nature of the
business to be considered unless notice is waived by all the Directors (or their
Alternates) either at, before or after the meeting is held and PROVIDED FURTHER
if notice is given in person, by cable, telex or telecopy the same shall be
deemed to have been given on the day it is delivered to theDirectors or
transmitting organisation as the case may be. The provisions of Article 40 shall
apply mutatis mutandis with respect to notices of meetings of Directors.
86. The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors and unless so fixed shall be two, a Director and
his appointed
19
Alternate Director being considered only one person for this purpose, PROVIDED
ALWAYS that if there shall at any time be only a sole Director the quorum shall
be one. For the purposes of this Article an Alternate Director or proxy
appointed by a Director shall be counted in a quorum at a meeting at which the
Director appointing him is not present.
87. The continuing Directors may act notwithstanding any vacancy in their body,
but if and so long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of Directors the continuing
Directors or Director may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the Company, but
for no other purpose.
88. The Directors may elect a Chairman of their Board and determine the period
for which he is to hold office; but if no such Chairman is elected, or if at any
meeting the Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of their number to be
Chairman of the meeting.
89. The Directors may delegate any of their powers to committees consisting of
such member or members of the Board of Directors (including Alternate Directors
in the absence of their appointors) as they think fit; any committee so formed
shall in the exercise of the powers so delegated conform to any regulations that
may be imposed on it by the Directors.
90. A committee may meet and adjourn as it thinks proper. Questions arising at
any meeting shall be determined by a majority of votes of the members present,
and in the case of an equality of votes the Chairman shall have a second or
casting vote.
91. All acts done by any meeting of the Directors or of a committee of Directors
(including any person acting as an Alternate Director) shall, notwithstanding
that it be afterwards discovered that there was some defect in the appointment
of any Director or Alternate Director, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
qualified to be a Director or Alternate Director as the case may be.
92. Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board or of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting. A resolution in writing (in one or more counterparts), signed by all
the Directors for the time being or all the members of a committee of Directors
(an Alternate Director being entitled to sign such resolution on behalf of his
appointor) shall be as valid and effectual as if it had been passed at a meeting
of the Directors or committee as the case may be duly convened and held.
93. (a) A Director may be represented at any meetings of the Board of Directors
by a proxy appointed by him in which event the presence or vote of the proxy
shall for all purposes be deemed to be that of the Director.
20
(b) The provisions of Articles 59-62 shall mutatis mutandis apply
to the appointment of proxies by Directors.
VACATION OF OFFICE OF DIRECTOR
------------------------------
94. The office of a Director shall be vacated:
(a) If he gives notice in writing to the Company that he
resigns the office of Director;
(b) If he absents himself (without being represented by
proxy or an Alternate Director appointed by him) from
three consecutive meetings of the Board of Directors
without special leave of absence from the Directors,
and they pass a resolution that he has by reason of
such absence vacated office;
(c) If he dies, becomes bankrupt or makes any arrangement
or composition with his creditors generally;
(d) If he is found a lunatic or becomes of unsound mind.
APPOINTMENT AND REMOVAL OF DIRECTORS
------------------------------------
95. The Company may by ordinary resolution appoint any person to be a Director
and may in like manner remove any Director and may in like manner appoint
another person in his stead.
96. The Directors shall have power at any time and from time to time to appoint
any person to be a Director, either to fill a casual vacancy or as an addition
to the existing Directors but so that the total amount of Directors (exclusive
of Alternate Directors) shall not at any time exceed the number fixed in
accordance with these Articles.
PRESUMPTION OF ASSENT
---------------------
97. A Director of the Company who is present at a meeting of the Board of
Directors at which action on any Company matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
Minutes of the meeting or unless he shall file his written dissent from such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Company immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favour of such
action.
SEAL
----
98. The Seal shall only be used by the authority of the Directors or of a
committee of the Directors authorised by the Directors in that behalf and every
instrument to
21
which the Seal has been affixed shall be signed by one person who shall be
either a Director or the Secretary or Secretary-Treasurer or some person
appointed by the Directors for the purpose.
PROVIDED THAT the Company may have for use in any territory district or place
not situate in the Cayman Islands, an official seal which shall be a facsimile
of the Common Seal of the Company with the addition on its face of the name of
every territory district or place where it is to be used.
PROVIDED FURTHER THAT a Director, Secretary or other officer or representative
or attorney may without further authority of the Directors affix the Seal of the
Company over his signature alone to any document of the Company required to be
authenticated by him under Seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere wheresoever.
OFFICERS
--------
99. The Company may have a President, a Secretary or Secretary-Treasurer
appointed by the Directors who may also from time to time appoint such other
Officers as they consider necessary, all for such terms, at such remuneration
and to perform such duties, and subject to such provisions as to
disqualification and removal as the Directors from time to time prescribe.
DIVIDENDS AND RESERVE
---------------------
l00. Subject to the Statute, the Directors may from time to time declare
dividends on shares of the Company outstanding and authorise payment of the same
out of the funds of the Company and may from time to time pay to the members
such interim dividends as appear to the Directors to be justified by the profits
of the Company.
l01. The Directors may, before declaring any dividends, set aside such sums as
they think proper as a reserve or reserves which shall at the discretion of the
Directors, be applicable for any purpose of the Company and pending such
application may, at the like discretion, be employed in the business of the
Company.
l02. No dividend shall be payable except out of the profits of the Company,
realised or unrealised.
l03. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, if dividends are to be declared on a class of shares
they shall be declared and paid according to the amounts paid or credited as
paid on the shares of such class outstanding on the record date for such
dividend as determined in accordance with these Articles but no amount paid or
credited as paid on a share in advance of calls shall be treated for the purpose
of this Article as paid on the share.
l04. The Directors may deduct from any dividend payable to any member all sums
of money (if any) presently payable by him to the Company on account of calls or
otherwise.
22
l05. The Directors may declare that any dividend be paid wholly or partly by the
distribution of specific assets and in particular of paid up shares, debentures,
or debenture stock of any other company or in any one or more of such ways and
where any difficulty arises in regard to such distribution, the Directors may
settle the same as they think expedient and in particular may issue fractional
certificates and fix the value for distribution of such specific assets or any
part thereof and may determine that cash payments shall be made to any members
upon the footing of the value so fixed in order to adjust the rights of all
members and may vest any such specific assets in trustees as may seem expedient
to the Directors.
l06. Any dividend, interest or other monies payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the holder
who is first named on the register of members or to such person and to such
address as such holder or joint holders may in writing direct. Every such cheque
or warrant shall be made payable to the order of the person to whom it is sent.
Any one of two or more joint holders may give effectual receipts for any
dividends, bonuses, or other monies payable in respect of the share held by them
as joint holders.
l07. No dividend shall bear interest against the Company.
CAPITALISATION
--------------
l08. The Company may upon the recommendation of the Directors by ordinary
resolution authorise the Directors to capitalise any sum standing to the credit
of any of the Company's reserve accounts (including share premium account and
capital redemption reserve fund) or any sum standing to the credit of profit and
loss account or otherwise available for distribution and to appropriate such sum
to members in the proportions in which such sum would have been divisible
amongst them had the same been a distribution of profits by way of dividend and
to apply such sum on their behalf in paying up in full unissued shares (not
being redeemable shares) for allotment and distribution credited as fully paid
up to and amongst them in the proportion aforesaid. In such event the Directors
shall do all acts and things required to give effect to such capitalisation,
with full power to the Directors to make such provisions as they think fit for
the case of shares becoming distributable in fractions (including provisions
whereby the benefit of fractional entitlements accrue to the Company rather than
to the members concerned). The Directors may authorise any person to enter on
behalf of all of the members interested into an agreement with the Company
providing for such capitalisation and matters incidental thereto and any
agreement made under such authority shall be effective and binding on all
concerned.
BOOKS OF ACCOUNT
----------------
l09. The Directors shall cause proper books of account to be kept with respect
to:
(a) all sums of money received and expended by the
Company and the matters in respect of
which the receipt or expenditure takes place;
23
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the
Company's affairs and to explain its transactions.
110. The Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the inspection
of members not being Directors and no member (not being a Director) shall have
any right of inspecting any account or book or document of the Company except as
conferred by Statute or authorised by the Directors or by the Company in general
meeting.
111. The Directors shall from time to time cause to be prepared and to be laid
before the Company in general meeting profit and loss accounts, balance sheets,
group accounts (if any) and such other reports and accounts as may be required
by law.
AUDIT
-----
112. The Company may at any Annual General Meeting appoint an Auditor or
Auditors of the Company who shall hold office until the next Annual General
Meeting and may fix his or their remuneration.
113. The Directors may before the first Annual General Meeting appoint an
Auditor or Auditors of the Company who shall hold office until the first Annual
General Meeting unless previously removed by an ordinary resolution of the
members in general meeting in which case the members at that meeting may appoint
Auditors. The Directors may fill any casual vacancy in the office of Auditor but
while any such vacancy continues the surviving or continuing Auditor or
Auditors, if any, may act. The remuneration of any Auditor appointed by the
Directors under this Article may be fixed by the Directors.
114. Every Auditor of the Company shall have a right of access at all times to
the books and accounts and vouchers of the Company and shall be entitled to
require from the Directors and Officers of the Company such information and
explanation as may be necessary for the performance of the duties of the
auditors.
115. Auditors shall at the next Annual General Meeting following their
appointment and at any other time during their term of office, upon request of
the Directors or any general meeting of the members, make a report on the
accounts of the Company in general meeting during their tenure of office.
24
NOTICES
-------
116. Notices shall be in writing and may be given by the Company to any member
either personally or by sending it by post, cable, telex or telecopy to him or
to his address as shown in the register of members, such notice, if mailed, to
be forwarded airmail if the address be outside the Cayman Islands.
117. (a) Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly addressing, pre-paying and posting a letter
containing the notice, and to have been effected at the expiration of sixty
hours after the letter containing the same is posted as aforesaid.
(b) Where a notice is sent by cable, telex, or telecopy, service
of the notice shall be deemed to be effected by properly addressing, and sending
such notice through a transmitting organisation and to have been effected on the
day the same is sent as aforesaid.
118. A notice may be given by the Company to the joint holders of record of a
share by giving the notice to the joint holder first named on the register of
members in respect of the share.
119. A notice may be given by the Company to the person or persons which the
Company has been advised are entitled to a share or shares in consequence of the
death or bankruptcy of a member by sending it through the post as aforesaid in a
pre-paid letter addressed to them by name, or by the title of representatives of
the deceased, or trustee of the bankrupt, or by any like description at the
address supplied for that purpose by the persons claiming to be so entitled, or
at the option of the Company by giving the notice in any manner in which the
same might have been given if the death or bankruptcy had not occurred.
120. Notice of every general meeting shall be given in any manner hereinbefore
authorised to:
(a) every person shown as a member in the register of
members as of the record date for such meeting except
that in the case of joint holders the notice shall be
sufficient if given to the joint holder first named
in the register of members.
(b) every person upon whom the ownership of a share
devolves by reason of his being a legal personal
representative or a trustee in bankruptcy of a member
of record where the member of record but for his
death or bankruptcy would be entitled to receive
notice of the meeting; and
No other person shall be entitled to receive notices of general meetings.
25
WINDING UP
----------
121. If the Company shall be wound up the Liquidator may, with the sanction of a
special resolution of the Company and any other sanction required by the
Statute, divide amongst the members in specie or kind the whole or any part of
the assets of the Company (whether they shall consist of property of the same
kind or not) and may for such purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be
carried out as between the members or different classes of members. The
Liquidator may with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the contributories as the
Liquidator, with the like sanction, shall think fit, but so that no member shall
be compelled to accept any shares or other securities whereon there is any
liability.
122. If the Company shall be wound up, and the assets available for distribution
amongst the members as such shall be insufficient to repay the whole of the
paid-up capital, such assets shall be distributed so that, as nearly as may be,
the losses shall be borne by the members in proportion to the capital paid up,
or which ought to have been paid up, at the commencement of the winding up on
the shares held by them respectively. And if in a winding up the assets
available for distribution amongst the members shall be more than sufficient to
repay the whole of the capital paid up at the commencement of the winding up,
the excess shall be distributed amongst the members in proportion to the capital
paid up at the commencement of the winding up on the shares held by them
respectively. This Article is to be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.
INDEMNITY
---------
123. The Directors, Auditors and Officers for the time being of the Company and
any trustee for the time being acting in relation to any of the affairs of the
Company and their heirs, executors, administrators and personal representatives
respectively shall be indemnified out of the assets of the Company from and
against all actions, proceedings, costs, charges, losses, damages and expenses
which they or any of them shall or may incur or sustain by reason of any act
done or omitted in or about the execution of their duty in their respective
offices or trusts, except such (if any) as they shall incur or sustain by or
through their own wilful neglect or default respectively and no such Director,
Auditor, Officer or trustee shall be answerable for the acts, receipts,neglects
or defaults of any other Director, Auditor, Officer or trustee or for joining in
any receipt for the sake of conformity or for the solvency or honesty of any
banker or other persons with whom any monies or effects belonging to the Company
may be lodged or deposited for safe custody or for any insufficiency of any
security upon which any monies of the Company may be invested or for any other
loss or damage due to any such cause as aforesaid or which may happen in or
about the execution of his office or trust unless the same shall happen through
the wilful neglect or default of such Director, Auditor, Officer or trustee.
FISCAL YEAR
-----------
26
124. The Fiscal Year of the Company shall begin on the date of incorporation of
the Company and the anniversary date thereof in each year ending the day prior
to the anniversary date in each year unless the Directors prescribe some other
period therefor.
AMENDMENTS OF ARTICLES
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125. Subject to the Statute, the Company may at any time and from time to time
by special resolution alter or amend these Articles in whole or in part.
27
DATED this 10th day of May, 1984.
Antony Duckworth
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Antony Duckworth, Solicitor
P.O. Box 309, Grand Cayman
John Dyke
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John Dyke, Solicitor
P.O. Box 309, Grand Cayman
Timothy Ridley
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Timothy Ridley, Solicitor
P.O. Box 309, Grand Cayman
Jennifer Platten
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Witness to the above Signatures
I, D. O. Solomon, Dep. Registrar of Companies in and for the Cayman Islands DO
HEREBY CERTIFY that this is a true and correct copy of the Articles of
Association of this Company duly incorporated on the 14th day of May, l984.
D. O. Solomon
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Dep. Registrar of Companies