EXHIBIT 3.18
[LOGO]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 2063585
The Registrar of Companies for England and Wales hereby certifies that
NEW HOLLAND U.K. LIMITED
having by special resolution changed its name, is now incorporated under the
name of
CNH U.K. LIMITED
Given at Companies House, London, the 2nd January 2002
/s/ L. CONNELLY
------------------------------
L. CONNELLY
For The Registrar Of Companies
[COMPANIES HOUSE LOGO]
[LOGO]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 2063585
The Registrar of Companies for England and Wales hereby certifies that
NEW HOLLAND FORD LIMITED
having by special resolution changed its name, is now incorporated under the
name of
NEW HOLLAND U.K. LIMITED
Given at Companies House, Cardiff, the 5th May 1995
/s/ MRS. L PARRY
------------------------------
MRS. L PARRY
For the Registrar of Companies
[COMPANIES HOUSE LOGO]
[LOGO]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
No. 2063585
I hereby certify that
FORD NEW HOLLAND LIMITED
having by special resolution changed its name,
is now incorporated under the name of
NEW HOLLAND FORD LIMITED
Given under my hand at the Companies Registration Office, Cardiff the 1 JANUARY
1993
/s/ P. BEVAN
----------------------
P. BEVAN
an authorised officer
IN THE HIGH COURT OF JUSTICE No 007086 of 1992
CHANCERY DIVISION
COMPANIES COURT
MR JUSTICE HARMAN
MONDAY the 5th day of OCTOBER 1992
IN THE MATTER of FORD NEW HOLLAND LIMITED
and
IN THE MATTER of THE COMPANIES ACT 1985
UPON THE PETITION of the above named Ford New Holland limited (hereinafter
called "the Company")
AND UPON HEARING Counsel for the Company
AND UPON READING the documents recorded on the Court File as having been
read
THE COURT CONFIRMS the reduction of the Capital of the Company from
(pound)300,000,000 to (pound)175,429,000 resolved on and effected by a Special
Resolution passed at an Extraordinary General Meeting of the Company held on
30th June 1992 AND THE COURT approves the minute set forth in the Schedule
hereto
AND IT IS ORDERED
(1) that this Order be produced to the Registrar of Companies and that an
Office Copy be delivered to him together with a copy of the said minute
(2) that notice of the registration by the Registrar of Companies of this
Order be
published once in the "Times " newspaper within 21 days after such
registration
THE SCHEDULE BEFORE REFERRED TO
The capital of Ford New Holland Limited was by virtue of a Special Resolution
and with the sanction of an Order of the High Court of Justice dated the 5th
October 1992 reduced from (pound)300,000,000 divided into 300,000,000 Ordinary
Shares of (pound)1 each to (pound)175,429,000 divided into 175,429,000 Ordinary
Sares of (pound)1 each. At the date of the registration of this Minute
91,262,275 of the said shares have been issued and are deemed to be fully paid
up and none of the remaining shares has been issued.
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
MR JUSTICE HARMAN
5th September 1992
RE : FORD NEW HOLLAND LIMITED
ORDER
Messrs Amery-Parkes
Imperial House
15-19 Kingsway
London
WC2B 6UU
Ref: WD/cp
Ford New Holland Limited
A private company limited by shares.
Registered Office: Cranes Farm Road, Basildon, Essex. SS14 3AD
I, John Layton, Company Secretary of Ford New Holland Limited (the "Company"),
for and on behalf of the Company, DO HEREBY CERTIFY:
That at the Extraordinary General Meeting held on 7th December 1992:
On the motion of the Chairman the following was duly and unanimously
passed as a Special Resolution:
That the name of the company be changed to New Holland Ford
Limited, effective 1 January 1993.
Signed in Basildon on the 9th day of December 1992
/s/ [ILLEGIBLE]
--------------------
Company Secretary
Ford New Holland Limited
[LOGO]
CERTIFICATE OF REGISTRATION
OF ORDER OF COURT AND MINUTE
ON REDUCTION OF SHARE CAPITAL
Company No. 2063585
Whereas FORD NEW HOLLAND LIMITED
having by Special Resolution reduced its capital as confirmed by an Order of the
High Court of Justice, Chancery Division
dated the 5th October 1992
Now therefore I hereby certify that the said Order and a Minute approved by the
Court were registered pursuant to section 138 of the Companies Act 1985 on the
20th October 1992
Given at Companies House, Cardiff, the 26th October 1992
/s/ M. B. MAY
-----------------------------
M. B. MAY (MRS.)
For The Registrar Of Companies
[COMPANIES HOUSE LOGO]
THE COMPANIES ACT, 1985
-----------------------
PRIVATE COMPANY LIMITED BY SHARES
-----------------------
=============================================
MEMORANDUM
-AND-
ARTICLES; OF ASSOCIATION
-OF-
FORD NEW HOLLAND LIMITED
=============================================
Incorporated on the 10th day of October 1986.
NO. 2063585
THE COMPANIES ACT, 1985
-----------------------
PRIVATE COMPANY LIMITED BY SHARES
-----------------------
MEMORANDUM OF ASSOCIATION
-of-
FORD NEW HOLLAND LIMITED
-----------------------
1. The Company's name is "FORD NEW HOLLAND LIMITED."
2. The Company's registered office is to be situate in England and Wales.
3. The Company's objects are:--
(1) To carry on all or any of the businesses of manufacturers, assemblers,
distributors and dealers of and in tractors, agricultural and
horticultural vehicles, construction equipment, machinery, equipment and
tools and parts and accessories therefor, and proprietors, makers,
manufacturers, assemblers, equippers, vendors, agents, dealers, letters on
hire and repairers of, for and in every kind of mechanically-driven
vehicle and means of transport, traction or conveyance, machinery,
equipment and tools, machines and machinery of every description, and all
parts and accessories of every kind in connection with each and all of the
foregoing; to acquire, construct, lay down, establish, fix and carry out
all necessary works for such purposes; to open shops, works, factories, or
depots for the manufacture, sale, repair or exhibition of
mechanically-driven vehicles and means of transport, traction and
conveyance and machinery, equipment and tools of every description; to
manufacture, sell, deal in, let on hire and repair motors, dynamos and
engines of all descriptions, parts thereof, and castings of every
description, and wheels, rims, tyres, screens, horns, pumps, lamps,
sparking plugs, batteries, accumulators, burning and lubricating oils,
grease, petrol and other spirits, and all accessories, appurtenances,
apparatus, articles and things used or likely to be required in connection
with any of the before mentioned businesses, or by any of the customers of
the Company.
(2) To provide services to and on behalf of affiliated Ford companies whether
or not related to the other objects set forth in this clause.
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(3) Generally to carry out all such operations and transactions as an
individual capitalist may lawfully undertake or carry out.
(4) To adopt such means of making known the businesses or any of them or the
products of the Company as may seem expedient, and in particular by
advertising in the Press, by circulars, by purchase and exhibition of
works of art or interest, by publication in books and periodicals, and by
granting prizes, rewards and donations and to carry on and conduct prize
and competition schemes or any scheme or arrangement with any other
person, firm or company, whereby the above businesses or any of them may
be promoted or developed, or whereby the Company's products may be more
extensively advertised and made known.
(5) To construct, acquire, equip, work, develop, administer, manage, carry on,
control, turn to account and deal in works, services and conveniences
(public or otherwise) of all kinds, including railways, tramways and other
means of transport and conveyance, docks, harbours, piers, wharves,
canals, waterways, reservoirs, embankments, irrigations, reclamations,
improvement, sewage, drainage, sanitary, water, lighting and heating,
telephonic and telegraphic and power supply works, hotels, restaurants,
theatres, cinemas, and other places of amusement, entertainment and
education, markets, warehouses, public buildings, and all other works or
conveniences of public or general utility.
(6) To take over and carry on as a going concern any business or undertaking,
and all or any of its assets and liabilities, which can, in the opinion of
the Board of Directors, be advantageously carried on by the Company in
connection with or as ancillary to any of its objects, and to subscribe
for, take, purchase or otherwise acquire and hold shares, stock or other
interests in or securities of any company having any objects or carrying
on any business similar to any of the objects or business of this Company.
(7) To undertake all kinds of financial operations and transactions, including
guarantee and indemnity services, to promote and form or assist in
promoting and forming, and to negotiate, arrange, make or give loans,
advances, moneys and credits to or for any companies, associations and
undertakings whatsoever.
(8) To purchase, take on lease or in exchange, hire or otherwise acquire and
hold for any estate or interest, any lands, buildings, easements, rights,
privileges, concessions, patents, licences, plant, stock-in-trade and any
other real and personal property of any kind necessary or convenient for
the furtherance of any of the objects herein specified.
(9) To erect, construct, lay down, enlarge, alter and maintain any buildings,
works and machinery necessary or convenient for any of the objects
aforesaid.
(10) To borrow or raise or secure the payment of money for the purposes of the
Company's business, and with a view thereto to mortgage and charge the
undertaking and all or any of the real and personal property, 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, debentures or
debenture stock payable to bearer or otherwise, and either permanent or
redeemable, and collaterally or further to secure any securities of the
Company by a trust deed or other assurance.
(11) 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
contracts or obligations of the Company.
(12) To support and subscribe to any charitable or public object and to support
and subscribe to any institution, society, or club which may be for the
benefit of the Company or its Directors or employees, or may be connected
with any town or place where the Company carries on business; to give or
award pensions, annuities, gratuities, and superannuation or other
allowances or benefits or charitable aid and generally to provide
advantages, facilities and services for any persons who are or have been
directors of, or who are or have been employed by, or who are serving or
have served the Company, or any company which is a subsidiary of the
Company or the holding company of the Company or a fellow
3
subsidiary of the Company or the predecessors in business of the Company
or of any such subsidiary, holding or fellow subsidiary company and to the
wives, widows, children and other relatives and dependants of such
persons; to make payments towards insurance; and to set up, establish,
support and maintain superannuation and other funds or schemes (whether
contributory or non-contributory) for the benefit of any of such persons
and of their wives, widows, children and other relatives and dependants;
and to set up, establish, support and maintain profit sharing or share
purchase schemes for the benefit of any of the employees of the Company or
of any such subsidiary, holding or fellow subsidiary company and to lend
money to any such employees or to trustees on their behalf to enable any
such purchase schemes to be established or maintained.
(13) Subject to and in accordance with a due compliance with the provisions of
Sections 155 to 158 (inclusive) of the Act (if and so far as such
provisions shall be applicable), to give, whether directly or indirectly,
any kind of financial assistance (as defined in Section 152 (1) (a) of the
Act) for any such purpose as is specified in Section 151 (1) and/or
Section 151 (2) of the Act.
(14) To make, accept, endorse, discount and execute promissory notes, bills of
exchange and other negotiable instruments.
(15) To invest and deal with the moneys of the Company not immediately required
upon such securities and in such manner as may from time to time be
determined.
(16) To pay for any property or rights acquired by the Company, either in cash
or shares, with or without preferred or deferred rights in respect of
dividend or repayment of capital 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.
(17) To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place any of the shares or debentures
or other securities of the Company, or in or about the formation or
promotion of the Company or the conduct of its business and to pay the
preliminary expenses of the Company.
(18) To accept payment for any property or rights sold or otherwise disposed of
or dealt with by the Company, either in cash, by instalments or otherwise,
or in shares of any company or corporation with or without deferred or
preferred rights in respect of dividend or repayment of capital or
otherwise, or by means of a mortgage or by debentures or debenture stock
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, deal with or dispose of any consideration so received.
(19) To enter into partnership or any arrangement for sharing profits, union of
interests or co-operation with any company, firm or person carrying on or
proposing to carry on any business within the objects of this Company, and
to acquire and hold shares, stock or securities of any such company.
(20) To establish or promote or concur in establishing or promoting any other
company or concern whose objects shall include the acquisition and taking
over of all or any of the assets and liabilities of or shall be in any
manner calculated to advance directly or indirectly the objects or
interests of the Company.
(21) To sell, improve, manage, develop, turn to account, exchange, let on rent,
royalty, share of profits or otherwise, grant licences, easements and
other rights in respect of, and in any other manner deal with or dispose
of the undertaking of the Company or any part thereof, or all or any of
the property for the time being of the Company and for any consideration,
whether in cash or in shares (fully or partly paid), debentures, debenture
stock or other interests in or securities of any company or otherwise.
(22) To amalgamate with any other company whose objects are or include objects
similar to those of this Company, whether by sale or purchase (for fully
or partly paid up shares or otherwise) of the undertaking, subject to the
liabilities of this or any such other company as aforesaid, with or
without winding up or by purchase (for fully or partly paid up shares or
otherwise) of all the shares or stock of any such other company or in any
other manner.
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(23) To apply for, promote and obtain any Act of Parliament, Provisional Order
or Licence of the Department of Trade and Industry or other authority for
enabling the Company to carry any of its objects into effect or for
effecting any modification of the Company's constitution, or for any other
purpose which may seem expedient and to oppose any proceedings or
applications which may seem calculated directly or indirectly to prejudice
the Company's interests.
(24) To enter into any arrangement with any governments or authorities,
supreme, municipal, local or otherwise, of any country, and to obtain from
any such government or authority all rights, concessions and privileges
that may seem conducive to the Company's objects or any of them.
(25) To distribute among the Members in specie any property of the Company.
(26) To do all or any of the above things in any part of the world, and either
as principals, agents, trustees, contractors or otherwise, and either
alone or in conjunction with others, and either by or through agents,
sub-contractors, trustees or otherwise, and to do all such other things as
are incidental or conductive to the above objects or any of them; it being
hereby declared that the word "company" in this clause (except where used
in reference to this Company) shall be deemed to include any partnership
or other body of persons, whether incorporated or not incorporated, and
whether domiciled in the United Kingdom or elsewhere and so that the
objects specified in the different paragraphs of this clause shall, except
where otherwise expressed in such paragraphs, be in no wise limited or
restricted by reference to or inference from the terms of any other
paragraph or the name of the Company.
4. The liability of the Members is limited.
5. * The Company's share capital is (pound)100 divided into 100 shares of
(pound)1 each.
* The share capital of the Company was increased from (pound)100 to
(pound)100,000,000 by Special Resolution passed on the 17th day of
December 1986.
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WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of shares
shown opposite our respective names.
Number of Shares
taken by each
NAMES, AND ADDRESSES OF SUBSCRIBERS. Subscriber.
------------------------------------ ----------------
1. JOHN MICHAEL GEORGE LAYTON One
94, The Broadway,
Thorpe Bay,
Southend-on-Sea,
Essex. SS1 3HH
2. BRUCE WINFIELD PARKES One
"Littlefields"
Lea Lane
Little Braxted
Witham
Essex. CM8 3XA
---
Total shares taken Two
---
Dated this 12th day of September, 1986.
Witness to the above Signatures:--
ANGELA LORRAINE ROCKALL
6, Fletchers Court,
Salesbury Drive,
Billericay
Essex. CM11 2JG
Assistant to Company Secretary
THE COMPANIES ACT, 1985
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PRIVATE COMPANY LIMITED BY SHARES
------------------
ARTICLES OF ASSOCIATION
-OF-
FORD NEW HOLLAND LIMITED
PRELIMINARY
1. The regulations 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 shall not apply to the Company.
2. In these Articles, if not inconsistent with the subject or context,
the words standing in the first column of the table next hereinafter contained
shall bear the meanings set opposite to them respectively in the second column
thereof.
WORDS MEANINGS
----- --------
The Act ............ The Companies Act, 1985 and every statutory
modification or re-enactment thereof for the time
being in force.
These Articles ..... These Articles of Association as originally
framed or as from time to time altered by Special
Resolution.
Office ............. The Registered Office of the Company.
Seal ............... The Common Seal of the Company.
Dividend ........... Dividend and/or bonus.
The United Kingdom Great Britain and Northern Ireland.
Paid up ............ Paid up and/or credited as paid up.
In writing ......... Written or produced by any substitute for writing or
partly one and partly another.
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The expression "Secretary" shall (subject to the provisions of the Act) include
an assistant or deputy Secretary, and any person appointed by the Directors to
perform any of the duties of the Secretary, including a joint, assistant or
deputy Secretary.
Save as aforesaid, any words or expressions defined in the Act shall, if not
inconsistent with the subject or context, bear the same meaning in these
Articles.
CAPITAL
3. Subject to the provisions of the Act and without prejudice to any
special rights for the time being conferred on the holders of any shares or
class of shares any share in the Company (whether forming part of the original
capital or not) may be issued with such preferred, deferred or other special
rights, or such restrictions, whether in regard to dividend, return of capital,
voting or otherwise as the Company may from time to time by Ordinary Resolution
determine.
4. Subject to the provisions of the Act, shares may be issued which are
to be redeemed or are to be liable to be redeemed at the option of the Company
or the holder on such terms and in such manner as may be provided by the
Articles.
5. The special rights conferred upon the holders of any shares or class
of shares issued with preferred or other special rights shall not (unless
otherwise expressly provided by the conditions of issue of such shares) be
deemed to be varied by the creation of issue of further shares ranking pari
passu therewith or subsequent thereto.
ALLOTMENT OF SHARES
6. (a) Shares which are comprised in the authorised share capital
with which the Company is incorporated shall be under the control of the
Directors who may (subject to Section 80 of the Act and to paragraph (d) below)
allot, grant options over or otherwise dispose of the same, to such persons, on
such terms and in such manner as they think fit.
(b) All shares which are not comprised in the authorised share
capital with which the Company is incorporated and which the Directors propose
to issue shall first be offered to the Members in proportion as nearly as may be
to the number of the existing shares held by them respectively unless the
Company in General Meeting shall by Special Resolution otherwise direct. In
default of any such direction, or so far as the same shall not extend, the
shares shall be at the disposal of the Directors, who may allot, grant options
over or otherwise dispose of the same to such persons, on such terms, and in
such manner as they think fit. The foregoing provisions of this paragraph (b)
shall have effect subject to Section 80 of the Act.
(c) In accordance with Section 91 (1) of the Act Sections 89 (1)
and 90 (1) to (6) (inclusive) of the Act shall not apply to the Company.
(d) The Directors are generally and unconditionally authorised for
the purposes of Section 80 of the Act, to exercise any power of the Company to
allot and grant rights to subscribe for or convert securities into shares of the
Company up to the amount of the authorised share capital with which the Company
is incorporated at any time or times during the period of five years from the
date of incorporation and the Directors may, after that period, allot any shares
or grant any such rights under this authority in pursuance of an offer or
agreement so to do made by the Company within that period. The authority hereby
given may at any time (subject to the said Section 80) be renewed, revoked or
varied by Ordinary Resolution of the Company in General Meeting.
SHARES
7. In addition to all other powers of paying commissions, the Company
(or the Directors on behalf of the Company) may exercise the powers conferred by
the Act of applying its shares or capital moneys in paying commissions to
persons
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subscribing or procuring subscriptions for shares of the Company, or agreeing so
to do, whether absolutely or conditionally. The Company (or the Directors on
behalf of the Company) may also, on any issue of shares, pay such brokerage as
may be lawful.
8. No person shall be recognised by the Company as holding any share
upon any trust, and the Company shall not be bound by or recognise any
equitable, contingent, future or partial interest in any share, or any interest
in any fractional part of a share, or (except only as by these Articles
otherwise provided or as by law required) any other right in respect of any
share, except an absolute right to the entirety thereof in the registered
holder.
CERTIFICATES
9. Every person whose name is entered as a Member in the Register of
Members shall be entitled without payment to one certificate for all his shares
of each class, or upon payment of such reasonable sum, as the Directors may from
time to time determine, to several certificates, each for one or more of his
shares. Provided that a Member who has transferred some only of the shares
comprised in a certificate shall be entitled without payment to a certificate
for the balance of such shares. Every certificate shall be issued within two
months after allotment or the lodgment with the Company of the transfer of the
shares unless the conditions of issue of such shares otherwise provide and shall
be under the Seal and shall specify the number and class and distinguishing
numbers of the shares to which it relates and the amount paid up thereon. The
Company shall not be bound to register more than four persons as the joint
holders of any share (except in the case of excutors or trustees of a deceased
Member) and in the case of a share held jointly by several persons, the Company
shall not be bound to issue more than one certificate thereof, and delivery of a
certificate for a share to one of several joint holders shall be sufficient
delivery to all.
10. If a share certificate be worn out, defaced, lost or destroyed, it
may be renewed free of charge and all such terms (if any) as to evidence and
indemnity as the Directors think fit. In case of loss or destruction, the Member
to whom such renewed certificate is given shall also bear and pay to the Company
all expenses incidental to the investigation by the Company of the evidence of
such loss or destruction and to such indemnity.
11. The provisions of the last two foregoing Articles shall, with all
necessary modifications and adaptions, apply to debentures and certificates of
debenture stock as they apply to certificates of shares.
LIEN
12. The Company shall have a first and paramount lien on every share
(whether fully paid or not) for all moneys, whether presently payable or not,
called or payable at a fixed time in respect of such share; and the Company
shall also have a first and paramount lien on all shares standing registered in
the name of a Member (whether solely or jointly with others) for all the debts
and liabilities of such Member or his estate to the Company, and that whether
the same shall have been incurred before or after notice to the Company of any
equitable or other interest in any person other than such Member and whether the
period for payment or discharge of the same shall have actually arrived or not,
and notwithstanding that the same are joint debts or liabilities of such Member
or his estate and any other person, whether a Member of the Company or not. The
Company's lien (if any) on a share shall extend to all dividends or other moneys
payable on or in respect of the share. The Directors may resolve that any share
shall for some specified period be exempt from the provisions of this Article.
13. 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 some
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 the sum presently payable, and giving notice of intention to sell in
default, shall have been
9
served on the holder for the time being of the shares or the person entitled by
reason of his death or bankruptcy to the shares.
14. The net proceeds of such sale, after payment of the costs of such
sale, shall be applied in or towards payment of satisfaction of the debt or
liability in respect whereof the lien exists, so far as the same is presently
payable, and any residue shall (subject to a like lien for debts or liabilities
not presently payable as existed upon the shares prior to the sale) be paid to
the person entitled to the shares at the time of the sale. For giving 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 the holder
of the shares so transferred 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.
CALLS ON SHARES
15. The Directors may from time to time make calls upon the Members in
respect of any moneys unpaid on their shares (whether on account of the amount
of the shares or by way of premium), provided that (except as otherwise fixed by
the conditions of application or allotment) no call on any share shall be
payable at less than fourteen days from the date fixed for the payment of the
last preceding call, and each Member shall (subject to being given at least
fourteen days' notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his
shares. A call may be made payable by instalments. A call may be revoked or
postponed as the Directors may determine. A person upon whom a call is made
shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect whereof the call was made.
16. A call shall be deemed to have been made at the time when the
resolution of the Directors authorising the call was passed.
17. The joint holders of a share shall be jointly and severally liable
to pay all calls in respect thereof.
18. If a sum called in respect of a share is not paid before or on the
day appointed for payment thereof, the person 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 the rate of 10 per cent, per annum or at such less rate as the
Directors may agree to accept, but the Directors shall be at liberty to waive
payment of such interest wholly or in part.
19. Any sum which by the terms of issue of a share becomes payable upon
allotment or at any fixed date, whether on account of the amount of the share or
by way of premium, shall for the purposes of these Articles be deemed to be a
call duly made 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
these Articles 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.
20. The Directors may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and in the
times of payment.
21. The Directors may, if they think fit, receive from any Member
willing to advance the same all or any part of the money unpaid upon the shares
held by him beyond the sums actually called up thereon as a payment in advance
of calls, and such payment in advance of calls shall extinguish, so far as the
same shall extend, the liability upon the shares in respect of which it is
advanced, and upon the money so received, or so much thereof as from time to
time exceeds the amount of the calls then made upon the shares in respect of
which it has been received, the Company may pay interest at such rate as the
Member paying such sum and the Directors agree upon.
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TRANSFER OF SHARES
22. All transfers of shares shall be effected by transfer in writing in
the usual common form, but need not be under seal.
23. The instrument of transfer of a share shall be signed by or on
behalf of both the transferor and the transferee provided that the Directors may
dispense with the signing of the instrument of transfer by the transferee in any
case in which they think fit in their discretion to do so. The transferor shall
be deemed to remain the holder of the share until the name of the transferee is
entered in the the Register of Members in respect thereof.
24. The Directors may, in their absolute discretion and without
assigning any reason therefor, decline to register any transfer of share.
25. The Directors may also decline to recognise any instrument of
transfer, unless
(A) The instrument of transfer is deposited at the Office or such other
place as the Directors may appoint, accompanied by the certificate of the shares
to which it relates, and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer; and
(B) The instrument of transfer is in respect of only one class of share.
If the Directors decline to register a transfer of any shares, they shall,
within two months after the date on which the transfer was lodged with the
Company, send to the transferee notice of the refusal.
26. The registration of transfers may be suspended at such times 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 thirty days in any
year.
27. No fee shall be paid to the Company in respect of the registration
of any probate, letters of administration, certificate of marriage or death,
power of attorney or other document relating to or affecting the title of any
shares.
28. All instruments of transfer which shall be registered shall be
retained by the Company, but any instrument of transfer which the Directors may
decline to register shall (except in any case of fraud) be returned to the
person depositing the same.
29. Nothing in these Articles shall preclude the Directors from
recognising a renunciation of the allotment of any share by the allottee in
favour of some other person.
TRANSMISSION OF SHARES
30. In case, of the death of a Member, the survivors or survivor where
the deceased was a joint holder, and the executors or administrators of the
deceased where he was a sole or only surviving holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares, but
nothing in this Article shall release the estate of a deceased joint holder from
any liability in respect of any share jointly held by him.
31. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a Member may, upon such evidence as to his title 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 have some person nominated by him registered as the transferee
thereof.
32. If the person so becoming entitled shall elect to be registered
himself, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects. If he shall elect to have another person
registered, he shall testify his
11
election by executing to such person a transfer of such share. All the
limitations, restrictions and provisions of these Articles relating to the right
to transfer and the registration of transfers of shares shall be applicable to
any such notice or transfer as aforesaid as if the death or bankruptcy of the
Member had not occurred and the notice or transfer were a transfer signed by
such Member.
33. A person becoming entitled to a share in consequence of the death or
bankruptcy of a Member 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 shares, be entitled in respect of it to receive notice of or to attend or
vote at meetings of the Company or to exercise any rights conferred by
membership in relation to meetings of the Company.
FORFEITURE OF SHARES
34. If a Member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may at any time thereafter, during
such time as any part of such call or instalment remains unpaid, serve a notice
on him requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued and any expenses incurred by
the Company by reason of such non-payment.
35. The notice shall name a further day (not earlier than fourteen days
from the date of service thereof) on or before which and the place where 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 and at the place appointed the shares on
which the call was made will be liable to be forfeited.
36. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest due in respect thereof has
been made, be forfeited by a resolution of the Directors to that effect and such
forfeiture shall include all dividends which shall have been declared on the
forfeited shares and not actually paid before the forfeiture.
37. Subject to the provisions of the Act, a forfeited share shall become
the property of the Company and may be sold, re-allotted or otherwise disposed
of, either to the person who was before forfeiture the holder thereof or
entitled thereto, or to any other person, upon such terms and in such manner as
the Directors shall think fit including the remission of the whole or any part
of the interest made payable by the next succeeding article, and at any time
before a sale, re-allotment or disposition the forfeiture may be cancelled on
such terms as the Directors think fit. The Directors may, if necessary,
authorise some person to transfer a forfeited share to any other person as
aforesaid.
38. A Member whose shares have been forfeited shall cease to be a Member
in respect of the forfeited shares, but shall not withstanding the forfeiture
remain liable to pay to the Company all moneys which at the date of forfeiture
were presently payable by him to the Company in respect of the shares, with
interest thereon at 10 per cent, per annum from the date of forfeiture until
payment, and the Directors may enforce payment without any allowance for the
value of the shares at the time of forfeiture.
39. A statutory declaration in writing that the declarant is a Director
or Secretary of the Company, and that a share has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share, and such
declaration and the receipt of the Company for the consideration (if any) given
for the share on the sale, re-allotment or disposal thereof, together with the
certificate for the share delivered to a purchaser or allottee thereof, shall
(subject to the execution of a transfer if the same be so required) constitute a
good title to the share, and the person to whom the share is sold, re-allotted
or disposed of shall be registered as the holder of the share and shall not be
bound to see to the application of the consideration (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, re-allottment or disposal of
the share.
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ALTERATIONS OF CAPITAL
40. The Company may by Ordinary Resolution:-
(A) Increase its capital by such sum, to be divided into shares of such
amounts, as the resolution shall prescribe.
(B) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(C) 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, and
diminish the amount of its share capital by the amount of the shares so
cancelled.
(D) Sub-divide its shares, or any of them, into shares of smaller amount
than is fixed by the Memorandum of Association, and so that the resolution
whereby any share is sub-divided may determine that, as between the holders of
the shares resulting from such sub-division, one or more of the shares may have
any such preferred or other special rights over, or may have such deferred
rights, or be subject to any such restrictions as compared with the others as
the Company has power to attach to unissued or new shares.
(E) Convert all or any of its paid-up shares into stock, and re-convert
that stock into paid-up shares of any denomination.
And may.by Special Resolution:-
(F) Subject to the provisions of the Act, reduce its share capital and
any capital redemption reserve fund and any share premium account in any manner
authorised.
41. Whenever on any consolidation of shares Members shall be entitled to
any fractions of shares, the Directors may sell the shares representing such
fractions and shall distribute the net proceeds of sale thereof amongst the
Members entitled to such fractions in due proportions. For the purpose of giving
effect to any such sale, the Directors may authorise some person to transfer the
shares sold to the purchaser thereof and the purchaser shall be registered as
the holder 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 relating
to the sale.
PURCHASE OF OWN SHARES
42. Subject to the provisions of the Act, the Company may purchase its
own shares (including any redeemable shares) and, for so long as it is a private
company, make a payment in respect of the redemption or purchase of its own
shares otherwise than out of distributable profits of the Company or the
proceeds of a fresh issue of shares.
GENERAL MEETINGS
43. The Company shall in each year hold a General Meeting as its Annual
General Meeting in addition to any other meetings in that year. Not more than
fifteen months shall elapse between the date of one Annual General Meeting of
the Company and that of the next. Provided that, so long as the Company holds
its first Annual General Meeting within eighteen months of its incorporation, it
need not hold it in the year of its incorporation or in the following year. The
Annual General Meeting shall be held at such time and place as the Directors
shall determine.
44. All General Meetings, other than Annual General Meetings, shall be
called Extraordinary General Meetings. The Directors may call an Extraordinary
General Meeting whenever they think fit, and Extraordinary General Meetings
shall be convened on such requisition, or in default may be convened by such
requisitionists, as provided by the Act.
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NOTICE OF GENERAL MEETINGS
45. In the case of an Annual General Meeting or of a meeting for the
passing of a Special Resolution twenty-one clear days' notice at the least and
in any other case fourteen clear days' notice at the least specifying the place,
the day and the hour of meeting, and in case of special business the general
nature of such business (and in the case of an Annual General Meeting specifying
the meeting as such), shall be given in manner hereinafter mentioned to all
Members (other than those who under the provisions of these Articles or the
conditions of issue of the shares held by them are not entitled to receive the
notice) and to the Auditors for the time being of the Company.
46. A General Meeting shall, notwithstanding that it is called by
shorter notice than that specified in the last preceding Article, be deemed to
have been duly called if it is so agreed by such number of Members entitled or
having a right to attend and vote thereat as is prescribed by the Act.
47. In every notice calling a meeting of the Company there shall appear
with reasonable prominence a statement that a Member entitled to attend and vote
is entitled to appoint a proxy to attend and vote instead of him and that a
proxy need not also be a Member.
48. It shall be duty of the Company, subject to the provisions of the
Act, on the requisition in writing of such number of Members as, is specified in
the Act and (unless the Company otherwise resolves) at the expense of the
requisitionists, to give to Members entitled to receive notice of the next
Annual General Meeting notice of any resolution which may properly be moved and
is intended to be moved at that meeting and to circulate to Members entitled to
have notice of any General Meeting sent to them any statement of not more than
one thousand words with respect to the matter referred to in any proposed
resolution or the business to be dealt with at that meeting.
49. The accidental omission to give notice to, or the non-receipt of
notice by, any person entitled to receive notice, shall not invalidate the
proceedings at any General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
50. All business shall be deemed special that is transacted at an
Extraordinary General Meeting, and also all business that is transacted at an
Annual General Meeting, with the exception of declaring dividends, the
consideration of the accounts and balance sheet and the ordinary reports of the
Directors and Auditors and other documents required to be annexed to the balance
sheet, the re-appointment of Directors and Auditors and the fixing of the
remuneration of the Auditors.
51. Where by any provisions contained in the Act special notice is
required of a resolution, the resolution shall not be effective unless notice of
the intention to move it has been given to the Company not less than
twenty-eight days (or such shorter period as the Act permits) before the meeting
at which it is moved, and the Company shall give to the Members notice of any
such resolution as required by and in accordance with the provisions of the Act.
52. No business shall be transacted at any General Meeting unless a
quorum is present. Two persons, being either a Member or a proxy for a Member,
and holding or representing nine-tenths in nominal amount of the shares in the
Company entitling the holders to vote at the Meeting shall be a quorum for all
purposes.
53. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened on the requisition of or by
Members, shall be dissolved. 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 day and
at such time and place as the Directors may determine, and if at such adjourned
meeting a quorum is not present within fifteen minutes from the time
appointed for holding the meeting the meeting shall be dissolved.
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54. The Chairman (if any) of the Board of Directors or in his absence
the Deputy Chairman (if any) or in the absence of both of them some other
Director nominated by the Directors shall preside as Chairman at every General
Meeting of the Company, but if at any meeting neither the Chairman nor the
Deputy Chairman nor such other Director be present within fifteen minutes after
the time appointed for holding the meeting, or if none of them be willing to act
as Chairman, the Directors present shall choose some Director present to be
Chairman, or if no Director be present, or if all the Directors present decline
to take the chair, the Members present shall choose some Member present to be
Chairman.
55. The Chairman may with the consent of any meeting at which a quorum
is present (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 except business which might lawfully have been transacted at
the meeting from which the adjournment took place. Whenever under the provisions
of these Articles a meeting is adjourned for fourteen days or more, seven clear
days' notice at least, specifying the place, the date and the hour of the
adjourned meeting, shall be given as in the case of the original meeting, but it
shall not be necessary to specify in such notice the nature of the business to
be transacted at the adjourned meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment.
56. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless before or upon the declaration of the
result of the show of hands a poll is demanded by the Chairman or by any Member
having the right to vote at the meeting. Unless a poll is so demanded a
declaration by the Chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, or not carried by a
particular majority, and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in favour
of or against such resolution.
57. The instrument appointing a proxy to vote at a meeting shall be
deemed also to confer authority to demand or join in demanding a poll, and for
the purposes of the last preceding Article a demand by a person as proxy for a
Member shall be the same as a demand by the Member. A proxy appointed to attend
and vote at a meeting instead of a Member shall also have the same right as a
Member to speak at the meeting.
58. If any votes shall be counted which ought not to have been counted,
or might have been rejected, the error shall not vitiate the result of the
voting unless it be pointed out at the same meeting, or at any adjournment
thereof, and not in that case unless it shall in the opinion of the Chairman of
the meeting be of sufficient magnitude to vitiate the result of the voting.
59. If a poll is duly demanded, it shall be taken in such manner and at
such place as the Chairman may direct (including the use of ballot or voting
papers or tickets) and the result of a poll shall be deemed to be the resolution
of the meeting at which the poll was demanded. The Chairman may, in the event of
a poll, appoint scrutineers, and may adjourn the meeting to some place and time
fixed by him for the purpose of declaring the result of the poll.
60. In the case of an equality of votes, whether on a show of hands or
on a poll, the Chairman of 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.
61. 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 and place as the Chairman directs not being more
than thirty days from the date of the meeting or adjourned meeting at which the
poll was demanded.
62. The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which the poll
has been demanded.
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63. A demand for a poll may be withdrawn and no notice need be given of
a poll not taken immediately.
64. A resolution in writing signed by all the Members for the time being
entitled to vote (or being corporations by their duly authorised
representatives) shall be as effective for the purposes of these Articles 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 one
or more Members (or authorised representatives as aforesaid).
VOTES OF MEMBERS
65. Subject to any special rights or restrictions as to voting attached
to any shares by or in accordance with these Articles, on a show of hands every
Member who (being an individual) is present in person or (being a corporation)
is present by a representative or proxy not being himself a Member, shall have
one vote, and on a poll every Member who is present in person or by proxy shall
have one vote for every share or one pound in nominal amount of stock in the
capital of the Company of which he is the holder.
66. In the case of joint holders of a share, 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 in respect of the share.
67. 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, curator bonis appointed by such court,
and such committee, receiver, curator bonis or other person may on a poll vote
by proxy, provided that such evidence as the Directors may require of the
authority of the person claiming to vote shall have been deposited at the Office
not less than forty-eight hours before the time for holding the meeting or
adjourned meeting at which such person claims to vote.
68. No Member shall, unless the Directors otherwise determine, be
entitled to vote at any General Meeting, either personally or by proxy, or to
exercise any privilege as a Member unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid.
69. No objection shall be raised to the qualification of any voter
except at the meeting or adjourned meeting at which the vote objected to is
given or tendered, and every vote not disallowed at such meeting shall be valid
for all purposes. Any such objection made in due time shall be referred to the
Chairman of the meeting, whose decision shall be final and conclusive.
70. On a poll votes may be given either personally or by proxy.
71. On a poll, a Member entitled to more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the same way.
72. The instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing, or, if the
appointer is a corporation, either under its common seal or under the hand of an
officer or attorney so authorised.
73. Any person (whether a Member of the Company or not) may be appointed
to act as a proxy. A Member may appoint more than one proxy to attend on the
same occasion.
74. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified or office
copy of such power or authority, shall be deposited at the Office or at such
other place within the United Kingdom as is specified in the notice of meeting
or in the instrument of proxy issued by the Company not less than forty-eight
hours before the time
16
appointed for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote or handed to the Chairman of the meeting or
adjourned meeting and in default the instrument of proxy shall not be treated as
valid. No instrument appointing a proxy shall be valid after the expiration of
twelve months from the date named in it as the date of its execution, except at
an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting
in cases where the meeting was originally held within twelve months from such
date.
75. An instrument of proxy may be in any common form or in such other
form as the Directors shall approve. Instruments of proxy need not be witnessed.
76. The Directors may at the expense of the Company send, by post or
otherwise, to the Members instruments of proxy (with or without stamped
envelopes for their return), for use at any General Meeting or at any meeting of
any class of Members of the Company.
77. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the death or insanity of the principal or the
revocation of the instrument of proxy, or of the authority under which the
instrument of proxy was executed, provided that no intimation in writing of such
death, insanity or revocation shall have been received by the Company at the
Office before the commencement of the meeting or adjourned meeting at which the
instrument of proxy is used.
CORPORATIONS ACTING BY REPRESENTATIVES
78. Any corporation which is a Member of the Company may, 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 at any meeting 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 that corporation could exercise if it were an individual Member of
the Company.
DIRECTORS
79. Unless and until otherwise determined by the Company by Ordinary
Resolution, the Directors (other than alternate Directors) shall not be less
than two nor more than ten in number.
80. A Director shall not require a share qualification but nevertheless
shall be entitled to attend and speak at any General Meeting of or any separate
meeting of the holders of any class of shares in the Company.
81. The Directors shall be entitled to such remuneration as the Company
in General Meeting may determine. The Directors' remuneration shall be deemed to
accrue de die in diem.
82. The Directors shall also be entitled to be paid all travelling,
hotel and incidental expenses properly incurred by them in or with a view to the
performance of their duties or in attending meetings of the Directors or of
committees of the Directors.
83. Any Director who serves on any committee or who devotes special
attention to the business of the Company or who otherwise performs services
which in the opinion of the Directors are outside the scope of the ordinary
duties of a Director, may be paid such extra remuneration in the form of a lump
sum or by way of salary, percentage of profits or otherwise as the Directors may
determine.
84. The office of a Director shall be vacated in any of the following
events, namely:-
(A) If (not being a Managing Director, Assistant Managing Director or
Executive Director, holding office as such for a fixed term) he resign his
office by notice in writing under his hand sent to or left at the Office.
17
(B) If he become bankrupt or make any arrangement or composition with
his creditors generally.
(C) If he becomes incapable by reason of illness or injury of managing
and administering his property and affairs.
(D) If he be absent from meetings of the Directors for six successive
Meetings without leave, and his alternate Director (if any) shall not during
such period have attended in his stead, and the Directors resolve that his
office be vacated.
(E) If he ceases to be a Director by virtue of or become prohibited from
being a Director by reason of an order made under any of the provisions of the
Act.
85. (A) A 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, or may act in a professional capacity to the Company on such terms as
to tenure of office, remuneration and otherwise as the Directors may determine.
(B) No Director or intending Director shall be disqualified by his
office from contracting with the Company either as vendor, purchaser or
otherwise, nor shall any such contract or any contract or arrangement entered
into by or on behalf of the Company in which any Director is in any way
interested be liable to be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company for any profit realised
by any such contract or arrangement by reason of such Director holding that
office, or of the fiduciary relation thereby established, but the nature of his
interest must be declared by him at the meeting of the Directors at which the
question of entering into the contract or arrangement is first taken into
consideration, or if the Director was not at the date of that meeting interested
in the proposed contract or arrangement,then at the next meeting of the
Directors held after he became so interested, and in a case where the Director
becomes interested in a contract or arrangement after it is made, then at the
first meeting of the Directors held after he becomes so interested. Subject to
his so disclosing his interest a Director may vote in respect of any contract
made by him with the Company or any contract or arrangement in which he is
interested or upon any matter arising thereout and he may be counted in a quorum
present at any meeting at which such contract or arrangement is under
consideration. A general notice in writing given to the Directors by any
Director to the effect that he is a member of any specified company or firm, and
is to be regarded as interested in any contract which may thereafter be made
with that company or firm, shall (if such Director shall give the same at a
meeting of the Directors or shall take reasonable steps to secure that the same
is brought up and read at next meeting of the Directors after it is given) be
deemed a sufficient declaration of interest in relation to any contracts so
made.
GRATUITIES AND PENSIONS
86. The Directors may exercise the powers of the Company conferred by
Clause 3 (16) of the Memorandum of Association of the Company and shall be
entitled to retain any benefits received by them or any of them by reason of the
exercise of any such powers.
87. Any Director may continue to be or become a director, managing
director, manager or other officer or member of any other company in which this
Company may be interested, and no such Director shall be accountable for any
remuneration or other benefits received by him as a director, managing director,
manager or other officer or member of any such other company. The Directors may
exercise the voting power conferred by the shares in any other company held or
owned by the Company, or exercisable by them as directors of such other company,
in such manner in all respects as they think fit (including the exercise thereof
in favour of any resolution appointing themselves or any of them directors,
managing directors, managers or other officers of such company, or voting or
providing for the payment of remuneration to the directors, managing directors,
managers or other officers of such company), and any Director of the Company may
vote in favour of the exercise of such voting rights in manner aforesaid,
notwithstanding that he may be, or be about to be, appointed a director,
managing director, manager or other officer of
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such other company, and as such is or may become interested in the exercise of
such voting rights in manner aforesaid.
POWERS OF DIRECTORS
88. The business of the Company shall be managed by the Directors, who
may pay all expenses incurred in getting up and registering the Company, and may
exercise all such powers of the Company as are not by the Act or by these
Articles required to be exercised by the Company in General Meeting, subject
nevertheless to any regulations of these Articles, to the provisions of the Act,
and to such regulations, being not inconsistent with the aforesaid regulations
or provisions, as may be prescribed by the Company in General Meeting, but no
regulation made by the Company in General Meeting shall invalidate any prior act
of the Directors which would have been valid if such regulation had not been
made. The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Directors by any other
Article.
89. The Directors may establish any committee, local boards or agencies
for managing any of the affairs of the Company, either in the United Kingdom or
elsewhere, and may appoint any persons to be members of such local boards, or
agencies and may fix their remuneration, and may delegate to any committee,
local board, or agent any of the powers, authorities and discretions vested in
the Directors, with power to sub-delegate, and may authorise the members of any
local board, or any of them, to fill any vacancies therein, and to act
notwithstanding vacancies, and any such appointment or delegation may be made
upon such terms and subject to such conditions as the Directors may think fit,
and the Directors may 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.
90. The Directors may from time to time, and at anytime, by power of
attorney under the Seal, appoint any company, firm or person, or any fluctuating
body of persons, whether nominated directly or indirectly by the Directors, to
be the attorney or attorneys of the Company for such purposes 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 conditions as they may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Directors may think fit, and may also authorise
any such attorney to sub-delegate all or any of the powers, authorities and
discretions vested in him.
91. The Company, or the Directors on behalf of the Company, may cause to
be kept in any part of Her Majesty's dominions outside the United Kingdom, the
Channel Islands or the Isle of Man in which the Company transacts business, a
branch register or registers of Members resident in such part of the said
dominions, and the Directors may (subject to the provisions of the Act) make and
vary such regulations as they may think fit respecting the keeping of any such
register.
92. 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 and other securities.
93. If any uncalled capital of the Company is included in or charged by
any mortgage or other security, the Directors may delegate to the person in
whose favour such mortgage or security is executed, or to any other person in
trust for him, the power to make calls on the Members in respect of such
uncalled capital, and to sue in the name of the Company or otherwise for the
recovery of moneys becoming due in respect of calls so made and to give valid
receipts for such moneys, and the power so delegated shall subsist during the
continuance of the mortgage or security, notwithstanding any change of
Directors, and shall be assignable if expressed so to be.
94. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments, and all receipts for moneys paid to the
Company shall be signed, drawn, accepted, endorsed or otherwise executed, as
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the case may be, in such manner as the Directors shall from time to time by
resolution determine.
MANAGING AND EXECUTIVE DIRECTORS
95. The Directors may from time to time appoint any one or more of their
body to the office of Managing Director or Assistant Managing Director or
Executive Director for such period and on such terms as they think fit and
subject to the provisions of any Contract between him and the Company may revoke
such appointment. A Managing Director shall not while holding such office be
subject to retirement under Article 99, but, subject as aforesaid, a Director
appointed under this Article shall be subject to the same provisions as to
resignation or removal as the other Directors and if his office as a Director
shall be vacated from any cause he shall ipso facto and immediately cease to be
a Managing Director or Assistant Managing Director or Executive Director.
96. A Director appointed to the office of Managing Director or Assistant
Managing Director or Executive Director shall receive such remuneration (whether
by way of salary, commission or participation in profits or otherwise) as the
Directors may determine.
97. The Directors may entrust to and confer upon any Director appointed
to the office of Managing Director or Assistant Managing Director or Executive
Director any of the powers exercisable by them as Directors, other than the
power to make calls or forfeit shares, upon such terms and conditions and with
such restrictions as they think fit, and either collaterally with or to the
exclusion of their own powers, and may from time to time revoke, withdraw or
vary all or any of such powers.
RETIREMENT OF DIRECTORS
98. No person may be appointed or re-appointed a Director of the Company
if at the time of his appointment or re-appointment he shall have attained the
age of seventy years, and the term of any Director who shall have attained such
age while serving as a Director shall terminate as of the time of the first
Annual General Meeting of the Company following his seventieth birthday;
provided the Directors by resolution may waive such age limitation in any year
and from year to year with respect to any Director or Directors. Section 293 of
the Act shall not apply to the Company.
99. Subject to the provisions of Article 95, all the Directors for the
time being shall retire from office at the Annual General Meeting in every year.
A retiring Director shall be eligible for re-appointment.
100. The Company at the meeting at which a Director retires in manner
aforesaid may fill up the vacated office by appointing a person thereto, and in
default the retiring Director shall, if willing to act, be deemed to have been
re-appointed, unless at such meeting it is expressly resolved not to fill the
vacated office or a resolution for the re-appointment of such Director shall
have been put to the meeting and lost.
101. No person other than a Director retiring at the meeting shall,
unless recommended by the Directors for appointment, be eligible for the office
of a Director at any General Meeting unless, not less than fourteen nor more
than thirty-five clear days before the day appointed for the meeting there shall
have been given to the Company notice in writing by some Member duly qualified
to be present and vote at the meeting for which such notice is given of his
intention to propose such person for appointment, and also notice in writing
signed by the person to be proposed of his willingness to be appointed.
102. The Company may from time to time by Ordinary Resolution increase or
reduce the number of Directors.
103. 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
additional
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Director, but so that the total number of Directors shall not at any time exceed
the maximum number fixed by or in accordance with these Articles.
104. Subject to the provisions of the Act, the Company may, by Ordinary
Resolution, remove any Director before the expiration of his period of office,
and may, by an Ordinary Resolution appoint another person in his stead. Nothing
in this Article shall be taken as depriving any Director removed hereunder of
compensation or damages payable to him in respect of the termination of his
appointment as a Director or of any executive appointment ipso facto terminating
with his appointment as a Director.
ALTERNATE DIRECTORS
105. A Director may by writing under his hand appoint another Director or
any other person to be his alternate but no such appointment of any person not
being a Director shall be operative unless and until approved by resolution of
the Directors or by a majority of the Directors for the time being. Every such
alternate shall (subject to his giving to the Company an address within the
United Kingdom at which notices may be served upon him) be entitled to notice of
meetings of the Directors and to attend and vote as a Director at any such
meeting at which the Director appointing him is not personally present and
generally at such meeting to have and exercise all the powers, rights, duties
and authorities of the Director appointing him. Every such alternate shall also
be entitled in the absence from the United Kingdom of the Director appointing
him to sign on his behalf a resolution in writing of the Directors. Every such
alternate shall be an officer of the Company and shall not be deemed to be the
agent of the Director appointing him. The remuneration (if any) of an alternate
shall be payable out of the remuneration payable to the Director appointing him,
and shall consist of such portion of the last mentioned remuneration as shall be
agreed between such alternate and the Director appointing him. A Director may by
writing under his hand deposited at the registered office of the Company at any
time revoke the appointment of an alternate appointed by him and (subject to
such approval as aforesaid) appoint another person in his place. If a Director
shall die or cease to hold the office of Director the appointment of his
alternate shall thereupon cease and determine: Provided that if any Director
retires pursuant to Article 99 but is re-appointed by the meeting at which such
retirement took effect, any appointment made by him pursuant to this Article
which was in force immediately prior to his retirement shall continue to operate
after his re-appointment as if he had not so retired.
PROCEEDINGS OF DIRECTORS
106. The Directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think fit. Questions
arising at any meeting shall be determined by a majority of votes. In case of an
equality of votes the Chairman shall have a second or casting vote. A Director
who is also an alternate Director shall be entitled to a separate vote on behalf
of the Director he is representing and in addition to his own vote. A Director
may, and the Secretary on the requisition of a Director shall, at any time
summon a meeting of the Directors. It shall not be necessary to give notice of a
meeting of Directors to any Director for the time being absent from the United
Kingdom, but where such Director is represented by an alternate, due notice of
such meeting shall be given to such alternate either personally or by sending
the same through the post addressed to him at the address in the United Kingdom
given by him to the Company. A Director who is absent from the United Kingdom
shall be sent a copy of the minutes of every meeting of the Directors held
during his absence as aforesaid, whether or not he was represented by an
alternate at such meeting.
107. The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors, and unless so fixed at any other number
shall be two. For the purposes of this Article an alternate Director shall be
counted in a quorum but so that not less than two individuals shall constitute
the quorum.
108. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies in their body, but if and so long as the number
of Directors is reduced below the minimum number fixed by or in accordance with
these Articles,
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the continuing Directors or Director may act for the purpose of filling up
vacancies in their body or of summoning General Meetings of the Company, but not
for any other purpose. If there be no Directors or Director able or willing to
act, then any two members may summon a General Meeting for the purpose of
appointing Directors.
109. The Directors may from time to time elect and remove a Chairman and
a deputy Chairman and determine the period for which he is to hold office. The
Chairman or in his absence the deputy Chairman shall preside at all meetings of
the Directors, but if there be no Chairman or deputy Chairman of if at any
meeting neither the Chairman nor the deputy Chairman be 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.
110. A resolution in writing signed by all the Directors shall be as
effective as a resolution passed at a meeting of the Directors duly convened and
held, and may consist of several documents in the like form each signed by one
or more of the Directors.
111. A meeting of the Directors for the time being at which a quorum is
present, shall be competent to exercise all powers and discretions for the time
being exercisable by the Directors.
112. The Directors may delegate any of their powers to committees,
consisting of such members or member of their body 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 them by the Directors.
113. The meetings and proceedings of any such committee consisting of two
or more members shall be governed by the provisions of these Articles regulating
the meetings and proceedings of the Directors, so far as the same are applicable
and are not superseded by any regulations made by the Directors under the last
preceding Article.
114. All acts done by any meeting of Directors, or of a committee of
Directors, or by any person acting as a Director, shall notwithstanding it be
afterwards discovered that there was some defect in the appointment of any such
Director, or person acting as aforesaid, or that they or any of them were
disqualified, or had vacated office, or were not entitled to vote, be as valid
as if every such person had been duly appointed, and was qualified and had
continued to be a Director and had been entitled to vote.
MINUTES
115. The Directors shall cause minutes to be made:-
(A) Of all appointments of officers made by the Directors.
(B) Of the names of the Directors present at each meeting of
Directors and of any committee of Directors.
(C) Of all resolutions and proceedings at all meetings of the
Company and of the Directors and of committees of Directors.
Any such minute, if purporting to be signed by the Chairman of the meeting at
which the proceedings were had, or by the Chairman of the next succeeding
meeting, shall be evidence of the proceedings.
SECRETARY
116. The Secretary shall be appointed by the Directors. Anything by the
Act required or authorised to be done by or to the Secretary may, if the office
is vacant or there is for any other reason no Secretary capable of acting, be
done by or to any Assistant or Deputy Secretary or if there is no Assistant or
Deputy Secretary capable of acting, by or to any officer of the Company
authorised generally or
22
specially in that behalf by the Directors. Provided that any provision of the
Act or of these Articles requiring or authorising a thing to be done by or to a
Director and the Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as, or in place of, the Secretary.
REGISTER OF DIRECTORS' SHARE AND DEBENTURE HOLDINGS
117. The register of Directors' share and debenture holdings shall be
kept at the Office and shall be open to the inspection of any Member or holder
of debentures of the Company or of any person acting on behalf of the Department
of Trade between the hours of 10.00 a.m. and noon on each day during which the
same is bound to be open for inspection pursuant to the Act. The said register
shall also be produced at the commencement of each Annual General Meeting and
shall remain open and accessible during the continuance of the meeting to any
person attending the meeting.
THE SEAL
118. The Directors shall provide for the safe custody of the Seal and the
Seal shall never be used except by the authority of a resolution of the
Directors. The Directors may from time to time make such regulations as they see
fit (subject to the provisions of these Articles relating to share certificates)
determining the persons and the number of such persons in whose presence the
Seal shall be used, and until otherwise so determined the Seal shall be affixed
in the presence of one Director and the Secretary.
119. The Company may have an official seal for use abroad under the
provisions of the Act where and as the Directors shall determine, and the
Company may by writing under the Seal appoint any agent or committee abroad to
be the duly authorised agent of the Company, for the purpose of affixing and
using such official seal, and may impose such restrictions on the use thereof as
shall be thought fit. Wherever in these Articles reference is made to the Seal,
the reference shall, when and so far as may be applicable, be deemed to include
any such official seal as aforesaid.
DIVIDENDS
120. Subject to the provisions of the Act, the profits of the Company
available for dividend and resolved to be distributed shall be applied in the
payment of dividends to the Members in accordance with their respective rights
and priorities. The Company in General Meeting may declare dividends
accordingly.
121. No dividend shall be payable in excess of the amount recommended by
the Directors.
122. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and paid
according to the amounts paid up on the shares in respect whereof the dividend
is paid, but no amount paid up on a share in advance of calls shall be treated
for the purposes of this Article as paid up on the share. All dividends shall be
apportioned and paid pro rata according to the amounts paid up on the
shares during any portion or portions of the period in respect of which the
dividend is paid, except that if any share is issued on terms providing that it
shall rank for dividend as if paid up (in whole or in part) as from a particular
date, such share shall rank for dividend accordingly.
123. The Directors may if they think fit from time to time to pay to the
Members such interim dividends as appear to the Directors to be justified by the
profits of the Company. If at any time the share capital of the Company is
divided into different classes the Directors may pay such interim dividends in
respect of those shares in the capital of the Company which confer on the
holders thereof deferred or non-preferred rights as well as in respect of those
shares which confer on the holders thereof preferential rights with regard to
dividend and provided that the Directors act bona fide they shall not incur any
responsibility to the holders of shares
23
conferring a preference for any damage that they may suffer by reason of the
payment of an interim dividend on any shares having deferred or non-preferred
rights. The Directors may also pay half-yearly or at other suitable intervals to
be settled by them any dividend which may be payable at a fixed rate if they are
of opinion that the profits justify the payment.
124. The Directors may deduct from any dividend or other moneys payable
to any Member on or in respect of a share all sums of money (if any) presently
payable by him to the Company on account of calls or otherwise in relation to
the shares of the Company.
125. All unclaimed dividends or other moneys payable on or in respect of
a share may be invested or otherwise made use of by the Directors for the
benefit of the Company until claimed. But so that any such Dividend or other
moneys unclaimed after a period of twelve years from the date of declaration (in
the case of a dividend) or the date when the same fell due (in the case of such
other moneys) shall be forfeited and shall revert to the Company. No dividend
shall bear interest as against the Company.
126. Any dividend or other moneys payable on or in respect of a share may
be paid by cheque or warrant sent through the post to the registered address of
the Member or person entitled thereto, and in the case of joint holders to
any one of such joint holders, or to such person and such address as the holder
or joint holders may direct. Every such cheque or warrant shall be made payable
to the order of the person to whom it is sent or to such person as the holder or
joint holders may direct, and payment of the cheque or warrant, if purporting to
be duly endorsed, or where unendorsed appearing to have been duly paid by the
banker on whom it is drawn, shall be a good discharge to the Company. Every such
cheque or warrant shall be sent at the risk of the person entitled to the money
represented thereby.
127. If several persons are registered as joint holders of any share, any
one of them may give effectual receipts for any dividend or other moneys payable
on or in respect of the share.
128. A General Meeting declaring a dividend may direct payment of such
dividend wholly or in part by the distribution of specific assets, and in
particular of paid-up shares or debentures of any other company, and the
Directors shall give effect to such resolution and where any difficulty arises
in regard to the distribution they may settle the same as they think expedient
and in particular may issue fractional certificates, and may 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 Members, and may vest any specific
assets in trustees upon trust for the persons entitled to the dividend as may
seem expedient to the Directors, and generally may make such arrangements for
the allotment, acceptance and sale of such specific assets or fractional
certificates, or any part thereof, and otherwise as they think fit.
RESERVES
129. The Directors may, before recommending any dividend, whether
preferential or otherwise, carry to reserve out of the profits of the Company
(including any premiums received upon the issue of debentures or other
securities of the Company) such sums as they think proper as a reserve or
reserves which shall, at the discretion of the Director, be applicable for any
purpose to which the profits of the Company may be properly applied, and pending
such application may, at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than shares of the
Company or of its holding company (if any)), as the Directors may from time to
time think fit. The Directors may also without placing the same to reserve carry
forward any profits which they think prudent not to divide.
CAPITALISATION OF PROFITS
130. The Directors may with the authority of an Ordinary Resolution of
the Company:-
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(a) subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company not required for paying any preferential
dividend (whether or not they are available for distribution) or any sum
standing to the credit of the Company's share premium account or capital
redemption reserve;
(b) appropriate the sum resolved to be capitalised to the Members
who would have been entitled to it if it were distributed by way of dividend and
in the same proportions and apply such sum on their behalf either in or towards
paying up the amounts, if any, for the time being unpaid on any shares held by
them respectively, or in paying up in full unissued shares or debentures of the
Company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those Members, or as they may direct, in
those proportions, or partly in one way and partly in the other: but the share
premium account, the capital redemption reserve, and any profits which are not
available for distribution may, for the purposes of this regulation, only be
applied in paying up unissued shares to be allotted to Members credited as fully
paid;
(c) make such provision by the issue of fractional certificates or
by payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this regulation in fractions; and
(d) authorise any person to enter on behalf of all the Members
concerned into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid, of any shares or debentures to which they
are entitled upon such capitalisation, any agreement made under such authority
being binding on all such Members:
ACCOUNTS
131. The Directors shall cause to be kept proper accounts with respect
to:-
(A) All sums of money received and expended by the Company and
the matters in respect of which such receipt and expenditure take place; and
(B) All sales and purchases of goods by the Company; and
(C) The assets and liabilities of the Company.
132. The books of account shall be kept at the Office, or (subject to the
provisions of the Act) at such other place as the Directors think fit, and shall
always be open to inspection by the Directors. No Member (other than 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.
133. The Directors shall from time to time, in accordance with the
provisions of the Act, cause to be prepared and to be laid before the Company in
General Meeting such profit and loss accounts, balance sheets, group accounts
(if any) and reports as are specified in the Act.
134. The Auditors' report shall be read before the Company in General
Meeting and shall be open to inspection as required by the Act.
135. A copy of the Directors' and Auditors' reports accompanied by copies
of the balance sheet, profit and loss account and other documents required by
the Act to be annexed to the balance sheet shall, not less than twenty-one days
previously to the Annual General Meeting, be delivered or sent by post to the
registered address of every Member and holder of debentures of the Company and
to the Auditors.
136. Every account of the Directors when audited and approved by an
Annual General Meeting shall be conclusive except as regards any error
discovered therein within three months next after the approval thereof. Whenever
such an error is discovered within that period, the account shall forthwith be
corrected and thereupon shall be conclusive.
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AUDIT
137. Once at least in every year after the year in which the Company is
incorporated the accounts of the Company shall be examined and the correctness
of the balance sheet, profit and loss account and group accounts (if any)
ascertained by an Auditor or Auditors.
138. Auditors shall be appointed and their duties, powers, rights and
remuneration regulated in accordance with the provisions of the Act.
NOTICES
139. Any notice to be given to or by any person pursuant to the Articles
shall be in writing except that a notice calling a meeting of the Directors need
not be in writing.
140. The Company may give any notice to a Member either personally or by
sending it by post in a prepaid envelope addressed to the Member at his
registered address or by leaving it at that address. In the case of joint
holders of a share, all notices shall be given to the joint holder whose name
stands first in the Register of Members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders. A Member
whose registered address is not within the United Kingdom and who gives to the
Company an address within the United Kingdom at which notices may be given to
him shall be entitled to have notices given to him at that address, but
otherwise no such Member shall be entitled to receive any notice from the
Company.
141. Any Member present, either personally or by proxy, at any meeting of
the Company shall for all purposes be deemed to have received due notice of such
meeting, and, where requisite, of the purposes for which such meeting was
convened.
142. Any notice required to be given by the Company to the Members or any
of them, and not provided for by or pursuant to these Articles shall be
sufficiently given by advertisement which shall be inserted once in two leading
daily newspapers published in London.
143. Any notice or other document, if served by post, shall be deemed to
have been served at the time when the letter containing the same is posted, and
in proving such service it shall be sufficient to prove that the letter
containing the notice or document was properly addressed and duly posted. A
notice to be given by advertisement shall be deemed to have been served before
noon on the day on which the advertisement appears.
144. Any notice or document delivered or sent by post to or left at the
registered address of any Member in pursuance of these Articles shall,
notwithstanding that such Member be then dead or bankrupt, and whether or not
the Company have notice of his death or bankruptcy, be deemed to have been duly
served in respect of any share registered in the name of such Member as sole or
joint holder, unless his name shall at the time of the service of the notice or
document have been removed from the Register of Members as the holder of the
share, and such service shall for all purposes be deemed a sufficient service of
such notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the share.
WINDING UP
145. If the Company shall be wound up (whether the liquidation is
voluntary, under supervision, or by the court) the Liquidator may, with the
authority of an Extraordinary Resolution, divide among the Members in specie the
whole or any part of the assets of the Company, and whether or not the assets
shall consist of property of one kind or shall consist of properties of
different kinds and may for such purposes set such value as he deems fair upon
any one or more class or classes of
26
property 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
authority, vest any part of the assets in trustees upon such trust for the
benefit of Members as the Liquidator, with the like authority/shall think fit,
and the liquidation of the Company may be closed and the Company dissolved, but
so that no Member shall be compelled to accept any shares in respect of which
there is a liability.
INDEMNITY
146. Every Director or other officer or Auditor of the Company shall be
indemnified out of the assets of the Company against all losses or liabilities
which he may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, including any liability incurred by him
in defending any proceedings, whether civil or criminal, in which judgement is
given in his favour or in which he is acquitted or in connection with any
application under Section 144 or Section 727 of the Act in which relief is
granted to him by the Court, and no Director or other officer or Auditor shall
be liable for any loss, damage or misfortune which may happen to or be incurred
by the Company in the execution of the duties of his office or in relation
thereto. But this Article shall only have effect in so far as its provisions are
not avoided by Section 310 of the Act.