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EXHIBIT 3.1
COMMONWEALTH OF THE BAHAMAS
New Providence
ADOPTED AS OF June 18, 1999
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
STEINER LEISURE LIMITED
Harry B. Sands & Company
Counsel and Attorneys-at-Law
Chambers
Nassau, Bahamas
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The International Business Companies Act
Company Limited by Shares
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
STEINER LEISURE LIMITED
1. The name of the Company is STEINER LEISURE LIMITED.
2. The registered office of the Company will be situated in the
Chambers of Messrs. Harry B. Sands & Company, Fifty Shirley Street, Nassau,
Bahamas.
3. The registered agent of the Company will be Harry B. Sands &
Company, Fifty Shirley Street, Nassau, Bahamas.
4. The object or purpose for which the Company is established is to
engage in any act or activity that is not prohibited under any law for the time
being in force in the Commonwealth of The Bahamas.
5.
(1) The Company may not:
(a) carry on business with persons resident in
the Commonwealth of The Bahamas;
(b) own an interest in real property situated in
the Commonwealth of the Bahamas, other than
a lease referred to in paragraph (e) of
subclause (2) of this clause;
(c) carry on banking or trust business as
defined by the Banks and Trust Companies
Regulation Act;
(d) carry on business as an insurance or a
reinsurance company; or
(e) carry on the business of providing the
registered office for companies.
(2) For the purposes of paragraph (a) subclass (l) of
this clause, the Company shall not be treated as carrying on business with
persons resident in the Commonwealth of The Bahamas by reason only that:
(a) it makes or maintains deposits with a person
carrying on business within the Commonwealth
of The Bahamas;
(b) it makes or maintains professional contact
with counsel and attorneys, accountants,
bookkeepers, trust companies, management
companies, investment advisers or other
similar persons carrying on business within
the Commonwealth of The Bahamas;
(c) it prepares or maintains books and records
within the Commonwealth of The Bahamas;
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(d) it holds, within the Commonwealth of The
Bahamas, meetings of its directors or
members;
(e) it holds a lease of property for use as an
office from which to communicate with
members or where books and records of the
company are prepared or maintained;
(f) it holds shares, debt obligations or other
securities in a company incorporated under
this Act or under the Companies Act;
(g) shares, debt obligations or other securities
in the company are owned by any person
resident in the Commonwealth of The Bahamas
or by any company incorporated under this
Act or under the Companies Act; or
(h) it conducts any of its operations with a
person without knowing or having reasonable
cause to believe that such person is a
person resident in The Bahamas.
6. The liability of the members is limited by shares.
7. Shares in the Company shall be issued in the currency of the United
States of America.
8. The authorized capital of the Company is One Million One Hundred
Thousand Dollars ($1,100,000) and is made up of One Hundred and Ten Million
(110,000,000) shares of which of which One Hundred Million (100,000,000) are
Common Shares, par value $0.01 per share (the "Common Shares"), and Ten Million
(10,000,000) are Preferred Shares, par value $.01 per share (the "Preferred
Shares").
9. The following is a statement fixing certain of the designations and
the powers, voting rights, preferences and relative, participating, optional and
other rights of the Common Shares and the Preferred Shares, and the
qualifications, limitations or restrictions thereof, and of the authority with
respect thereto expressly granted to the Board of Directors of the Company to
fix any such provisions not fixed by this Amended and Restated Memorandum of
Association or the Amended and Restated Articles of Association of the Company:
(1) The Board of Directors is hereby expressly vested with the
authority to adopt a resolution or resolutions providing for the issue of
authorized but unissued Preferred Shares, which shares may be issued from time
to time, in one or more series and in such amounts as may be determined by the
Board of Directors in such resolution or resolutions. The powers, voting rights,
designations, preferences and relative, participating, optional or other special
rights, if any, of each series of Preferred Shares and the qualifications,
limitations or restrictions, if any, of such preferences and/or rights
(collectively, the "Series Terms"), shall be such as are stated and expressed in
the resolution or resolutions providing for the issue of such series of
Preferred Shares (the "Series Terms Resolution") adopted by the Board of
Directors. The powers of the Board of Directors with respect to the Series Terms
of a particular series (any of which powers may, by resolution of the Board of
Directors, be specifically delegated to one or more of its committees, except as
prohibited by law) shall include, but not be limited to, determination of the
following:
(a) The number of shares constituting that
series and the distinctive designation of
that series;
(b) The dividend rate on the shares of that
series, whether such dividends, if any,
shall be cumulative, and, if so, the date or
dates from which dividends payable on such
shares shall accumulate, and the relative
rights of priority, if any, of payment of
dividends on shares of that series;
(c) Whether that series shall have voting
rights, in addition to any voting rights
provided by law, and, if so, the terms of
such voting rights;
(d) Whether that series shall have conversion
privileges with respect to shares of any
other class or classes of shares or of any
other series of any class of shares, and, if
so, the terms and conditions of such
conversion upon the occurrence of such
events as the Board of Directors shall
determine;
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(e) Whether the shares of that series shall be
redeemable, and, if so, the terms and
conditions of such redemption, including
their relative rights of priority, if any,
of redemption, the date or dates upon or
after which they shall be redeemable,
provisions regarding redemption notices, and
the amount per share payable in case of
redemption, which amount may vary under
different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking
fund for the redemption or purchase of
shares of that series by the Company, and,
if so, the terms and amount of such sinking
fund;
(g) The rights of the shares of that series in
the event of voluntary or involuntary
liquidation, dissolution, or winding up of
the Company, and the relative rights of
priority, if any, of payment of shares of
that series;
(h) The conditions or restrictions upon the
creation of indebtedness of the Company or
upon the issuance of additional Preferred
Shares or other capital shares ranking on a
parity therewith, or prior thereto, with
respect to dividends or distribution of
assets upon liquidation;
(i) The conditions or restrictions with respect
to the issuance of, payment of dividends
upon, or the making of other distributions
to, or the acquisition or redemption of,
shares ranking junior to the Preferred
Shares or to any series thereof with respect
to dividends or distribution of assets upon
liquidation;
(j) Any other designations, preferences, powers
and rights and any qualifications,
limitations or restrictions thereon as may
be fixed by resolution or resolutions of the
Board of Directors under the International
Business Companies Act, 1989 of the
Commonwealth of the Bahamas; and
(k) Any of the Series Terms, including voting
rights, of any series may be made dependent
upon facts ascertainable outside this
Amended and Restated Memorandum of
Association and the Series Terms Resolution,
provided that the manner in which such facts
shall operate upon such Series Terms is
clearly and expressly set forth in this
Amended and Restated Memorandum of
Association or in the Series Terms
Resolution.
(2) Subject to the rights of the holders of any series of
Preferred Shares set forth in any Series Terms Resolution, the Board of
Directors may, in its discretion, out of funds legally available for the payment
of dividends and at such times and in such manner as determined by the Board of
Directors, declare and pay dividends on the Common Shares of the Company.
(3) In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, after payment or provision for
the payment of the debts and other liabilities of the Company and the payment or
setting aside for payment of any preferential amount due to the holders of any
series of Preferred Shares, the holders of Common Shares, subject to the rights
of the holders of any class of shares or series ranking on a parity with the
Common Shares as to the payments or distributions in such event, shall be
entitled to receive ratably any and all assets of the Company remaining to be
paid or distributed.
(4) The holders of the Common Shares shall be entitled at all
meetings of shareholders to one vote for each such share held by them.
(5) Holders of Common Shares shall have no cumulative voting
rights and no preemptive rights.
(6) Unless otherwise provided in a Series Terms Resolution
with respect to a particular series of Preferred Shares, all Preferred Shares
redeemed or acquired by the Company (as a result of conversion or otherwise)
shall be retired and restored to the status of authorized but unissued shares.
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(7) Unless otherwise provided with respect to a particular
series of Preferred Shares in a Series Terms Resolution, no holder of capital
shares of the Company shall have any preemptive or other right, except as such
rights are expressly provided by contract, to purchase or subscribe for or
receive any shares of any class, or series thereof of the Company, whether now
or hereafter authorized, or any warrants, options, bonds, debentures or other
securities convertible into, exchange able for or carrying any right to purchase
any shares of any class, or series thereof of the Company.
10. Shares in the Company shall only be issued as registered shares.
11. Only an individual may serve as a director of the Company.
12. Directors shall not be entitled to appoint alternate directors.
13. Any amendment to this Memorandum of Association must be approved by
the affirmative vote of a majority of the votes of shareholders entitled to vote
thereon, except that the directors may amend this Memorandum to
(a) divide the shares, including issued shares
of a class or series into a larger number of
shares of the same class or series; or
(b) the shares, including issued shares, of a
class or series into a smaller number of
shares of the same class or series,
provided, however, that where shares are
divided or combined under (a) or (b) of this
paragraph 13, the aggregate par value of the
new shares must be equal to the aggregate
par value of the original shares.
ADOPTED: June 18, 1999
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Date
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