EXHIBIT 3.1.14
THE COMPANIES LAW
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
-of-
BRECHIN INVESTMENTS LIMITED
1. The NAME of the Company is Brechin Investments Limited
2. The REGISTERED OFFICE of the Company is situate at the offices of
CIBC Bank and Trust Company (Cayman) Limited, P.O. Box 694, George Town, Grand
Cayman, Cayman Islands, British West Indies or at such place as may be advised
from time to time.
3. The OBJECTS for which the Company is established are:
(1) (a) To carry on the business of an investment company and to
invest the capital and other moneys of the Company in the purchase or upon the
security of shares, stocks, debentures, debenture stock, bonds, mortgages,
obligations and securities of any kind issued or guaranteed by any company,
corporation or undertaking, of whatever nature and wheresoever constituted or
carrying on business and to subscribe for, conditionally or unconditionally to
underwrite issue on commission or otherwise, take hold, deal in, and convert
shares, stocks debentures, debenture stocks, bonds, mortgages, obligations and
other securities issued or guaranteed by any Government, Sovereign Ruler,
Commissioners, Trust, Supreme, Dependent, Municipal, Local or other Authority,
Corporation or body of whatever nature in any part of the world. and to acquire
and hold the same either in the name of the Company or any nominee.
(b) To carry on business as capitalists, financiers,
concessionaires, and merchants, and to undertake, and carry on, and execute all
kinds of financial commercial, trading, and other operations, and to carry on
any other business which may seem to be capable of being conveniently carried on
in connection with any of these objects, or calculated, directly or indirectly,
to enhance the value of, or facilitate the realisation of or render profitable
any of the property or rights of the Company.
(c) To exercise and enforce all rights and powers conferred by
or incident to the ownership of any such shares, stock, obligations or other
securities including without prejudice to the generality of the foregoing all
such powers of veto or control as may be conferred by virtue of the holding by
the Company of some special proportion of the issued or nominal amount thereof
and to provide managerial brokerage, professional and other executive
supervisory and consultant services for or in relation to any company in which
the Company is [illegible] upon such terms as may be thought fit.
(2) (a) To carry on the business of hotel, restaurant, cafe,
tavern, beerhouse, refreshment-room, and lodging-house keepers, licensed
victuallers, spirit merchants, importers and manufacturers of aerated, mineral,
artificial waters and other drinks, caterers for public amusement generally,
chemists, proprietors of clubs, baths, dressing rooms, laundries, libraries,
grounds, and places of amusements, recreation, sport, entertainment, instruction
of all kinds, entrepreneurs and general agents, and any other business which can
be conveniently carried on in connection therewith.
(b) To buy, sell, deal in, lease, hold, improve, subdivide, or
develop real estate, and the fixtures and personal property incidental thereto
or connected therewith, and to acquire, by purchase, lease hire, or otherwise,
lands, tenements, hereditaments, or any interest therein, and to improve the
same, and generally to hold, manage, deal with and improve the property of the
Company and to sell, lease, mortgage, pledge or otherwise dispose of the lands,
tenements and hereditaments or other property of the Company.
(3) (a) To carry on all or any of the business of cloth
manufacturers, furriers, haberdashers, hosiers, manufacturers, importers,
exporters and wholesale and retail dealers of and in textile fabric of all
kinds, milliners, dressmakers, tailors, hatters, clothiers, outfitters, glovers,
lace manufacturers, feather dressers, boot and shoe makers, manufacturers and
importers, exporters and wholesale and retail dealers of and in leather goods,
household furniture, ironmongery, turnery, and other household fittings and
utensils, ornaments, stationery and fancy foods, dealers in provisions, drugs,
chemicals and other articles and commodities of personal and household use and
consumption and generally of and in all manufactured goods, materials,
provisions and produce.
(b) To carry on all or any of the businesses of undertakers,
coach and carriage builders, saddlers, house decorators, sanitary engineers,
electrical engineers, and conractors in all their branches, gasfitters, land,
estate and house agents, builders, contractors, cabinet makers, upholsterers,
furniture removers, owners of depositories, wharehousemen, carriers, store
keepers, warehouse keepers, manufacturers of and dealers in hardware jewellery,
plated goods, perfumery, soap and articles required for ornament recreation or
amusement; gold and silver smiths, booksellers, dealers in musical instruments,
manufacturers of and dealers in bicycles, tricycles and motor carriages; and
also refreshment contractors, restaurant keepers, hotel, boarding and
lodging-house keepers, letters of furnished or unfurnished houses, flats, or
apartments, with or without servants or other accessories or conveniences,
licensed victuallers, wine and spirit merchants, tobacconists and dealers in
mineral aerated and other liquors; farmers, diarymen, market gardners,
nurserymen, florists and auctioneers.
(c) To buy, sell, retail, wholesale, manufacture, repair and
exchange, let on hire, import, export and deal in all kinds of articles,
commodities and things which may be required for the purposes of any of the said
businesses or commonly supplied or dealt in by persons engaged in any such
businesses or which may seem capable of being profitable dealt with in
connection with any of the said businesses.
(4) To carry on all or any of the businesses of transport, cartage
and haulage contractors, garage proprietors, owners and charterers of road
vehicles, aircraft and ships, tugs and barges and boats of every description,
lightermen and carriers of goods and passengers by road, rail, water or air,
carmen, cartage contractors and agents, forwarding, transport and commission
agents,
-2-
customs agents, stevedores, wharfingers, cargo superintendents, packers,
hauliers, warehousemen, storekeepers, engineers, electricians and jobmasters,
tourist agencies, travel bureaux and booking offices.
(5) To provide management, including the management of investments
and other property, administrative, sales and technical assistance, service and
advice and on a contract, loan, secondment, employment or other basis and to
provide consultants, staff and employees who will give management,
administrative, sales and technical assistance, service and advice to any person
or company anywhere in the world on any matter or any type of business
whatsoever and to act as managers, registrars, administrators, secretaries,
auditors, accountants of bodies corporate or incorporate in any part of the
world.
(6) To carry on business as general agents, factors, importers,
traders, dealers, processors, canners, packagers, bottlers, manufacturers,
retailers, distributors, and wholesalers of any kind or kinds of goods, wares
and merchandise, manufactured articles and any part or parts thereof and raw
materials and generally to carry on the business of importers and exporters and
as wholesale and retail merchants and dealers in goods, wares, merchandise and
products of all kinds and to do a general brokerage, commission and forwarding
business and to establish branches anywhere.
(7) To carry on any other business which may seem to the Company
capable of being conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value of or render profitable
any of the property or rights of the Company.
(8) To acquire and undertake the whole or any part of the
business, property and liabilities of any person or company carrying on or
proposing to carry on any business which the Company is authorised to carry on,
or possessed of property suitable for the purpose of the Company, or which can
be carried on in conjunction therewith or which is capable of being conducted so
as directly or indirectly to benefit the Company.
(9) To amalgamate, enter into partnership or into any arrangement
for sharing profits, union of interests, co-operation, joint venture or
reciprocal concession, or for limiting competition with any person or company
carrying on or engaged in, or about to carry or or engage in, any business or
transaction which the Company is authorised to carry on or engage in, or which
can be carried on in conjunction therewith or which is capable of being
conducted so as directly or indirectly to benefit the Company.
(10) To vest any real or personal property, rights or interest
acquired by or belonging to the Company in any person or company on behalf of or
for the benefit of the Company, and with or without any declared trust in favour
of the Company.
(11) To purchase, take on lease, or in exchange, hire or otherwise
acquire, any real and personal property and any rights or privileges which the
Company may think necessary or convenient for the purposes of its business or
may enhance the value of any property of the Company.
-3-
(12) To carry on business as manufacturers, assemblers, factory and
plant operators and to manufacture, in whole or in part, modify, assemble or any
combination thereof raw materials wholly or partly manufactured items,
materials, goods, merchandise, machinery and equipment of all kinds.
(13) To build, construct, alter, maintain, enlarge, pull down,
remove or replace, and to work, manage, and control any buildings, offices,
factories, mills, shops, machinery, engines, roads, ways, branches or sidings,
bridges, reservoirs, watercourses, electric works and other works and
conveniences which may seem calculated directly or indirectly to advance the
interests of the Company, and to join any other person or company in doing any
of these things.
(14) To apply for, purchase, or otherwise, acquire and protect renew
in any part of the world, any patents, patent rights, brevets, d'invention,
trademarks, designs, licenses, concessions, and the like, conferring any
exclusive or non-exclusive or limited right to their use, or any secret or other
information as to any invention which may seem capable of being used for any of
the purposes of the Company or the acquisition of which may seem calculated
directly or indirectly to benefit the Company, and to use, exercise, develop or
grant licences in respect of, or otherwise turn to account the property rights
or information so acquired and to expend money in experimenting upon, testing or
improving any such patents, inventions or rights.
(15) To improve, manage, develop, grant rights or privileges in
respect of, or otherwise deal with, all or any of the property and rights of the
Company.
(16) To subscribe for, take or otherwise acquire, and hold shares,
stock, debentures, bonds, or other securities of any other company having
objects altogether or in part similar to those of the Company, or carrying on
any business capable of being conducted so as directly or indirectly to benefit
the Company.
(17) To invest and deal with the moneys of the Company not
immediately required in any manner.
(18) To lend and advance money or give credit to such persons or
companies and on such terms as may seem expedient, and in particular to
customers and others having dealings with the company and to guarantee the
performance of any contract or obligation and the payment of money of or by such
persons or companies and generally to give guarantees and indemnities.
(19) To receive money or loan and borrow or raise money in such
manner as the Company shall think fit, and in particular by the issue of bonds,
debentures, or debenture stock, (perpetual or otherwise) and to secure the
repayment of any money borrowed raised or owing by mortgage, charge or lien upon
all or any part of the property or assets of the Company (both present and
future) including its uncalled capital, and also by a similar mortgage, charge
or lien to secure and guarantee the performance by the Company or any other
person or company of any obligation undertaken by the Company or any other
person or company as the case may be.
-4-
(20) To draw, make, accept, indorse, discount, execute and issue
promissory notes, bills of exchange, bills of lading, warrants, debentures,
bonds and other negotiable or transferable instruments.
(21) To apply for, promote, and obtain any law of the Legislature,
charter, privilege, concession, licence or authorisation of any government,
state or municipality, provisional order or licence of any authority for
enabling the Company to carry any of its objects into effect or for extending
any of the powers of the Company or for effecting any modification of the
constitution of the Company 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 interests of the Company.
(22) To enter into any arrangement with any government or
authorities, supreme, municipal, local or otherwise, or any person or company
that may seem conducive to the objects of the Company, or any of them, and to
obtain from any such government, authority, person or company any rights,
privileges, charters, contracts, licences and concessions which the Company may
think it desirable to obtain and to carry out, exercise and comply therewith.
(23) To pay out of the funds of the Company all expenses which the
Company may lawfully pay with respect to the formation and registration of the
Company or the issue of its capital, including brokerage and commissions for
obtaining applications for or taking, placing or underwriting or procuring the
underwriting of shares, debentures or other securities of the Company.
(24) To pay for any rights or property acquired by the Company, and
to remunerate any person or company whether by cash payment or by the allotment
of shares, debentures, bonds or other securities of the Company credited as paid
up in full or in part or otherwise.
(25) To establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or superannuation
funds for the benefit of, and give or procure the giving of donations,
gratuities, pensions, allowance or emoluments to any persons who are or were at
any time in the employment or service of the Company, or of any company which is
a subsidiary company, or is allied to or associated with the Company or with any
such subsidiary company, or who are or were at any time Directors or officers of
the Company or of any such other company as aforesaid, and the wives, widows,
families and dependents or any such persons, and also establish and subsidise
and subscribe to any institutions, associations, clubs, or funds calculated to
be for the benefit of or to advance the interests and well-being of the Company
or of any such other company as aforesaid, and make payments to or towards the
insurance of any such person as aforesaid and do any of the matters aforesaid,
either alone or in conjunction with any such other company as aforesaid.
(26) To procure the Company to be registered or recognised in any
part of the world outside the Cayman Islands.
(27) To establish or promote or concur in establishing or promoting
any company or companies for any purpose including but not limited to acquiring
all or any of the property, rights and liabilities of the Company or for any
other purpose and to place or guarantee the placing of,
-5-
underwrite, subscribe for, or otherwise acquire all or any part of the shares,
stock, debentures, bonds or other securities of any other company.
(28) To sell, lease, mortgage or otherwise dispose of the property
assets or undertakings of the Company or any part thereof for such consideration
as the Company may think fit, and in particular for shares, stock, debentures,
bonds, or other securities of any other company whether or not having objects
altogether or in part similar to those of the Company.
(29) To distribute among the members in specie any property of the
Company, or any proceeds of sale or disposal of any property of the Company, but
so that no distribution amounting to a reduction of capital be made except with
the sanction, if any, for the time being required by law.
(30) To buy, sell, deal in, lease, hold, improve, sub-divide or
develop real estate, and the fixtures and personal property incidental thereto
or connected therewith, and to acquire, by purchase, lease, hire or otherwise,
lands, tenements, hereditaments, or any interests therein, and to improve the
same, and generally to hold, manage, deal with and improve the property of the
Company, and to sell, lease, mortgage, pledge, or otherwise dispose of the
lands, tenements and hereditaments or any other property of the Company.
(31) The Company shall not carry on business as bankers or trust
companies as defined in the Banks and Trust Companies Regulations Law 1966 or
any statutory modification or re-enactment thereof for the time being in force
unless and until a licence under such Law has been granted to the Company.
(32) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of them.
AND IT IS HEREBY DECLARED that each and every paragraph of this clause (clause
3) shall be construed independently and shall be treated as an independent and
main object of the Company and the powers conferred on the Company by any other
paragraph shall not be restricted by reference to any paragraph or to the name
of the Company or by the juxtaposition of two or more objects and that in the
event of any ambiguity this Clause and every other paragraph hereof shall be
construed in such a way as to widen and not to restrict the powers of the
Company.
4. The liability of the members is limited.
5. The capital of the Company is United States Dollars Nine Hundred
Thousand (US$900,000) divided into Nine Hundred Thousand Shares (900,000) of
United States Dollars One (US$1.00) each.
with power for the Company to increase or reduce the said capital and to issue
any part of its capital original or increased with or without any preference
priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions; and so that, unless the conditions of issue shall
otherwise expressly declare, every issue of Shares, whether declared to be
preference or otherwise, shall be subject to the power hereinbefore contained.
-6-
The subscriber(s) whose name(s) and address(es) is/are subscribed hereto
is/are desirous of being formed into a Company limited by shares and in
pursuance of this Memorandum of Association the subscriber(s) agree(s) to take
the number of shares in the capital of the Company set opposite its/their
name(s).
NAMES, ADDRESSES AND DESCRIPTIONS NUMBER OF SHARES
OF SUBSCRIBERS TAKEN BY EACH SUBSCRIBER
- ------------------------------------- ------------------------
Commerce Management Services Limited,
Holding Company 100 shares
P.O. Box 694, Grand Cayman ----------
/s/
______________________________________
/s/
______________________________________
Dated: May 26, 1989
Witness to the above signatures:-
/s/
______________________________________
Name
P.O. Box 456, George Town.
- --------------------------------------
Address
CERTIFIED TO BE A TRUE AND CORRECT COPY
SIG /s/
__________________________________
DELANO O. SOLOMON
Deputy Registrar of Companies
DATE May 26, 1989
-7-
EXTRACT from the MINUTES of an EXTRAORDINARY GENERAL MEETING of the
Shareholders of C.I.L. LIMITED held at the Registered Office of the Company in
George Town, Grand Cayman, on May 27th, 1994 at 10 a.m.
AMENDMENT TO CAPITAL OF COMPANY:
The Chairman noted that the Company was desirous of altering its
Memorandum of Association by cancelling 850,000 unissued shares in the capital
of the Company such that the authorised share capital of the Company is
US$50,000 divided into 50,000 shares of US$1 par value each. After discussion,
the following Special Resolution was adopted:
RESOLVED THAT 850,000 of the unissued shares in the capital of the
company be and they are hereby cancelled such that the authorised share
capital of the Company is US$50,000 divided into 50,000 shares of US$1 par
value each, there being 100 such shares in issue at the date of this
resolution.
Dated this May 27th, 1994.
Certified to be a True Copy
/s/
__________________________________________
SECRETARY
per pro COMMERCE ADVISORY SERVICES LIMITED
MINUTES of an EXTRAORDINARY GENERAL MEETING of the Shareholders of C.I.L.
Limited held in George Town, Grand Cayman on May 27th, 1994 at 10 a.m.
PRESENT WERE: Commerce Management Services Limited
represented by Jean-Marc LeSieur
In attendance: Carol F. Smith
By agreement, Mr. LeSieur acted as Chairman of the Meeting and Mrs. Smith
acted as Secretary.
1. NOTICE OF MEETING:
The Chairman noted that as all members were present and agreeing to accept
short notice of the Meeting and its purpose, the chairman declared the Meeting
duly convened and constituted.
2. AMENDMENT TO CAPITAL OF COMPANY:
The Chairman noted that the Company was desirous of altering its
Memorandum of Association by cancelling 850,000 unissued shares in the capital
of the Company such that the authorised share capital of the Company is
US$50,000 divided into 50,000 shares of US$1 par value each. After discussion,
the following Special Resolution was adopted:
RESOLVED THAT 850,000 of the unissued shares in the capital of the
company be and they are hereby cancelled such that the authorised share
capital of the Company is US$50,000 divided into 50,000 shares of US$1 par
value each, there being 100 such shares in issue at the date of this
resolution.
3. TERMINATION:
There being no further business, the Meeting upon motion was adjourned.
/s/ /s/
_________________________ ____________________________
Chairman Secretary
THE COMPANIES LAW
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
BRECHIN INVESTMENTS LIMITED
PRELIMINARY
1. The regulations of Table 'A' in the First Schedule to the Companies
Law, shall not apply to the Company except in so far as they are repeated or
contained in these Articles.
INTERPRETATION
2. In these Articles if not inconsistent with the subject or context:-
(1) "The Law" means the Companies Law.
(2) Where any provision of the Law is referred to, the reference is
to that provision as modified by any law for the time being in force.
(3) Unless the context otherwise requires, expressions defined in
the Law or any statutory modification thereof in force at the date at which
these Articles become binding on the Company, shall have the meanings so
defined.
SHARES
3. Subject to the provisions, if any, in that behalf of the memorandum
of association and without prejudice to any special rights previously conferred
on the holders of existing shares, any share may be issued with such preferred,
deferred or other special rights, or such restrictions, whether in regard to
dividend, voting, return of share capital or otherwise, as the Company may from
time to time by special resolution determine, and subject to the provisions of
Section 34 of the Law any preference share may, with the sanction of a special
resolution, be issued on the terms that it is, or at the option of the Company
is liable, to be redeemed.
4. If at any time the share capital is divided into different classes
of shares the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of a special resolution passed at a separate general meeting
of the holders of the shares of the class. To every such separate general
meeting the provisions of these Articles relating to general meetings shall
apply, but so that the necessary quorum shall be one or more person at least
holding or representing by proxy one-third of the issued shares of the class
(but so that if at any adjourned meeting of such holder a quorum as above
defined is not present, those members who are present shall be a quorum) and
that any holder of shares of the class present in person or by proxy may demand
a poll and, on a poll, shall have one vote for each share of the class of which
he is a holder.
5. The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall unless otherwise expressly provided
by the terms of issue of the shares of that class, be deemed not to be varied by
the creation or issue of further shares pari pasu therewith.
6. Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust, and the Company shall not be bound
by or be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share (except only as by these Articles or by law
otherwise provided or under an order of court of competent jurisdiction, and
other rights in respect of any share except an absolute rights to the entirety
thereof in the registered holder.
7. Subject to the provisions of these Articles relating to new shares,
the shares shall be at the disposal of the directors, and they may (subject to
the provisions of the Law) allot, grant options over, or otherwise dispose of
them to such persons, on such terms and conditions, and at such times as they
think fit, but so that no share shall be issued at a discount, except in
accordance with the provisions of the Law, and so that in the case of shares
offered the public for subscription the amount payable on application on each
share shall not be less than 5 per cent of the nominal amount of the share.
8. Every person whose name is entered as a member in the register of
members, shall without payment, be entitled to a certificate under the seal of
the Company specifying the share or shares held by him and the amount paid up
thereon, provided that in respect of a share or shares held jointly by several
persons the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all.
9. If a share certificate is defaced, lost or destroyed it may be
renewed on payment of such fee, if any, not exceeding twenty cents and on such
terms, if any, as to evidence and indemnity, as the directors think fit.
LIEN
10. The Company shall have a first and paramount lien on every share
(not being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share, and the Company
shall also have a lien on all shares (other than fully paid up shares) standing
registered in the name of a single person for all moneys presently payable by
him or his estate to the Company; but the directors may at any time declare any
share to be wholly or in part exempt from the provisions of this Article. The
Company's lien, if any, on a share shall extend to all dividends payable
thereon.
11. 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 such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of
the share, or the persons entitled thereto by reason of his death or bankruptcy.
12. For giving effect to any such sale the directors may authorise some
person to transfer the shares bid to the purchaser thereof. The purchaser shall
be registered to 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
reference to the sale.
13. The proceeds of the sale shall be received by the Company and applied
in payment of such part of the amount in respect of which the lien exists as is
presently payable, and the residue shall (subject to a like lien for sums not
presently payable as existed upon the shares prior to the sale) be paid to the
person entitled to the shares at the date of the sale.
CALLS ON SHARES
14. 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 nominal
value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times, provided that no call shall exceed
one-fourth of the nominal value of the share or be payable at less than one
month from the dated fixed for the payment of the last preceding call, and each
member shall (subject to receiving at least fourteen days' notice specifying the
time or times 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 revoked or
postponed as the directors may determine.
15. A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed and may be required
to be paid by instalments.
16. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.
17. 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 such rate not exceeding 6 per cent per annum as the directors
may determine, but the directors shall be at liberty to waive payment of such
interest wholly or in part.
18. Any such sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the
share or by way of premiums, 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 become payable, and in case of non-payment all the relevant
provisions of these Articles as to payment of interest and expenses, forfeiture
or otherwise shall apply as if such sums had become payable by virtue of a call
duly made and notified.
19. The provisions of these Articles as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the share, or by way of premium as if the same 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 call 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 moneys uncalled and unpaid upon any
shares held by him; and upon all or any of the moneys so advanced may (until the
same would, but for such advance, become presently payable) pay interest at such
rate (not exceeding without the sanction of the Company in general meeting, six
per cent) as may be agreed upon between the member paying the sum in advance and
the directors.
TRANSFER AND TRANSMISSION OF SHARES
22. The instrument of transfer of any share shall be executed by or on
behalf of the transferor and transferee, and the transferor shall be deemed to
remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof. Provided that the directors may waive
execution by the transferee of the instrument of transfer but shall as soon as
possible thereafter inform the transferee of such waiver of execution.
23. Subject to such of the restrictions of these Articles (if any) as may
be applicable shares shall be transferred by instrument in writing in the
following form, or in any usual or common form approved by the directors:-
SHARE TRANSFER
I, _____________ of ___________ (hereinafter called "the Transferor") in
consideration of the sum of _____________ paid to me by ___________ of
___________ (hereinafter called "the Transferee") do HEREBY TRANSFER to the
Transferee the share or shares numbered ___________ in the undertaking called
the ___________ to hold unto the Transferee, his executors, heirs and assigns
subject to the several conditions on which I hold the same; and I, the
Transferee, do hereby agree to take the said share or shares subject to the
conditions aforesaid.
AS WITNESS our hands the ___________ day of ___________
WITNESS to the signature of the Transferor ___________ TRANSFEROR
WITNESS to the signature of the Transferee ___________ TRANSFEREE
24. The directors may, in their absolute discretion and without assigning
any reason therefor, decline to register any transfer of any share, whether or
not it is a fully paid share. 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.
The directors may decline to recognise any instrument of transfer unless:-
(a) A fee of not exceeding one dollar is paid to the Company in
respect thereof; and
(b) The instrument of transfer is 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.
If the directors refuse 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.
25. The legal personal representative of a deceased sole holder of a
share shall be the only person recognised by the Company as having any title to
the share. In the case of a share registered in the names of two or more
holders, the survivors or survivor, or the legal personal representatives of the
deceased survivor shall be the only persons recognised by the Company as having
any title to the share.
26. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall upon such evidence being produced as may from
time to time be properly required by the directors, have the right either to be
registered as a member in respect of the share or, instead of being registered
himself, to make such transfer of the share as the deceased or bankrupt person
could have made; the directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer
of the share by the deceased or bankrupt person before the death or bankruptcy.
27. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect
of the share be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company. Provided always that the
directors may at any time give notice requiring any such person to elect either
to be registered himself or to transfer the share, and if the notice is not
complied with within ninety days the directors may thereafter withhold payment
of all dividend or other moneys payable in respect of the share until the
requirements of the notice have been complied with.
FORFEITURE OF SHARES
28. If a member fails to pay any call or instalments 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.
29. The notice shall name a further day (not earlier than the expiration
of fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of
non-payment at or before the time appointed the shares in respect of which the
call was made will be liable to be forfeited.
30. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given, may at any time
thereafter before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect.
31. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors think
fit.
32. A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay the Company all the moneys which at the date of forfeiture were payable by
him to the Company in respect of the shares, but his liability shall cease if
and when the Company receives payment in full of the nominal amount of the
shares.
33. A voluntary declaration in writing that the declarer is a director or
the secretary of the Company and that a share of the Company 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. The Company may receive the consideration, if any, given for the share on
any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of shares.
34. The provision of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the amount of the share, or by
way of premium, as if the same had been payable by virtue of a call duly made
and notified.
CONVERSION OF SHARES INTO STOCK
35. The Company may by ordinary resolution convert any paid-up shares into
stock and reconvert any stock into paid-up shares of any denomination.
36. The holders of stock may transfer the same, or any part thereof in the
same manner, and subject to the same Articles as and subject to which the shares
from which the stock arose might prior to conversion have been transferred, or
as near thereto as circumstances admit; but the directors may from time to time
fix the minimum amount of stock transferable and restrict or forbid the transfer
of fractions of that minimum but the minimum shall not exceed the nominal amount
of the shares from which the stock arose.
37. The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the Company) shall be conferred by
any such aliquot part of stock as would not, if existing shares, have conferred
that privilege or advantage.
38. Such Articles of the Company as are applicable to paid-up shares shall
apply to stock, and the words "share" and "shareholder" therein shall include
"stock" and "stockholder".
ALTERATION OF CAPITAL
39. The company may from time to time by ordinary resolution increase
the share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.
40. Subject to any direction to the contrary that may be given by the
Company in general meeting, all new shares shall, before issue, be offered to
such persons as at the date of the offer are entitled to receive notices from
the Company of general meetings in proportion, as nearly as the circumstances
admit, to the amount of the existing shares to which they are entitled. The
offer shall be made by notice specifying the number of shares offered, and
limiting a time within which the offer if not accepted, will be deemed to be
declined, and after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept
the shares offered, the directors may dispose of those shares in such a manner
as they think most beneficial to the Company. The directors may likewise so
dispose of any new shares which (by reason of the ratio which the new shares
bear to shares held by persons entitled to an offer of new shares) cannot, in
the opinion of the directors, be conveniently offered under this Article.
41. The new shares shall be subject to the same provisions with
reference to the payment of calls, lien, transfer, transmission, forfeiture and
otherwise as the shares in the original share capital.
42. The Company may by ordinary resolution:-
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(b) sub-divide its existing shares, or any of them, into shares of
smaller amount than is fixed by the memorandum of association, subject
nevertheless to the provisions of section 12 of the Law;
(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.
43. The Company may by special resolution reduce its share capital and
any capital redemption reserve fund or share premium account in any manner and
with, and subject to, any incident authorised and consent required by the Law.
STATUTORY MEETINGS
44. The Company, if registered as an ordinary Company under the Law
shall hold a general meeting once in every calendar year at such time and place
as may be resolved by the Company in general meeting or, in default, at such
time and place as the directors may determine or in default at such time in the
third month following that in which the anniversary of the Company's
incorporation occurs and at such place as the directors shall appoint. In
default of a general meeting being so held, a general meeting shall be held in
the month next following and may be convened by any two members in the same
manner as nearly as possible as that in which meetings are to be convened by the
directors. The above mentioned general meetings shall be called ordinary general
meetings; all other general meetings shall be called extraordinary general
meetings.
45. The Company if registered as an Exempted Company under the Law shall
hold at least one directors meeting in the Cayman Islands in each calendar year.
GENERAL MEETINGS
46. The directors, may whenever they think fit, convene an extraordinary
general meeting. If at any time there are not in the Islands sufficient
directors capable of acting to form a quorum, any director or any two members of
the Company may convene an extraordinary general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the directors.
The directors shall, upon the requisition in writing of one or more members
holding in the aggregate not less than one-tenth of such paid-up capital of the
Company as at the date of the requisition carries the right of voting at general
meetings, convene an extraordinary general meeting. Any such requisition shall
express the object of the meeting proposed to be called, and shall be left at
the registered office of the Company. If the directors do no proceed to convene
a general meeting within twenty-one days from the date of such requisition being
left as aforesaid, the requisitionists or any or either of them or any other
member or members holding in the aggregate not less than one-tenth of such
paid-up capital of the Company as at the date of the requisition carries the
right of voting at general meetings, may convene an extraordinary general
meeting to be held at the registered office of the Company or at some convenient
place within the Cayman Islands at such time, subject to the Company's Articles
as to notice, as the persons convening the meeting fix.
47. Subject to the provisions of Section 57 of the Law relating to special
resolutions, seven days notice at the least (exclusive of the day on which the
notice is served or deemed to be served, but inclusive of the day for which the
notice is given) specifying the place, the day and the hour of meeting and, in
case of special business, the general nature of that business shall be given in
manner hereinafter provided, or in such other manner (if any) as may be
prescribed by the Company in general meetings, to such persons as are, under the
Articles of the Company, entitled to receive such notices from the Company; but
with the consent of all the members entitled to receive notice of some
particular meeting, that meeting may be convened by such shorter notice and in
such manner as those members may think fit.
48. The accidental omission to give notice of a meeting to, or the
non-receipt of a notice of a meeting by any member entitled to receive notice
shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
49. All business shall be deemed special that is transacted at an
extraordinary general meeting, and all that is transacted at an ordinary general
meeting, with the exception of sanctioning a dividend, the consideration of the
accounts, balance sheets, and ordinary report of the directors and auditors, the
election of directors and other officers in place of those retiring and the
fixing of the remuneration of the auditors.
50. No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business. Save as
herein otherwise provided, one or more member present in person or by proxy
shall be a quorum.
51. If within half an hour from the time appointed for the meeting, a
quorum is not present, the meeting, if convened upon the requisition of members,
shall be dissolved; in any other case it shall stand adjourned to the same day
in the next week, at the same time and place, and if at the adjourned meeting a
quorum is not present within half an hour from the time appointed for the
meeting the members present shall be a quorum.
52. The Chairman, if any, of the board of directors shall preside as
Chairman at every general meeting of the Company. If there is no such Chairman,
or if at any meeting he is not present within fifteen minutes after the time
appointed for holding the meeting or is unwilling to act as Chairman the members
present shall choose one of their number to be Chairman.
53. 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 other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for ten days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.
54. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by at least three
members present in person or by proxy entitled to vote or by one member or two
members so present and entitled, if that member or those two members together
hold not less than fifteen per cent of the paid-up capital of the Company, and,
unless a poll is so demanded, a declaration by the Chairman of the meeting that
a resolution has, on a show of hands, been carried, or carried unanimously, or
by a particular majority, or lost, and an entry to that effect in the book 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, that resolution.
55. If a poll is duly demanded it shall be taken in such manner as the
Chairman of the meeting directs, and the result of the poll shall be deemed to
be the resolution of the meeting at which the poll was demanded. A poll demanded
oh the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as
the Chairman of the meeting directs and any business other than that upon which
a poll has
been demanded may be proceeded with pending the taking of the poll. The demand
for a poll may be withdrawn.
56. In the case of an equality of votes, whether on a show of hands or on
a poll, the Chairman of the 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.
VOTES OF MEMBERS
57. Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a show of hands, every member present in
person shall have one vote. On a poll every member shall have one vote for each
share of which he is the holder. 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.
58. In the case of joint holders 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.
59. 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, or other person in the nature of a
committee appointed by that court, and any such committee, receiver or other
person, may on a poll, vote by proxy.
60. Subject to law, the Company in general meeting may determine (and may
revoke/alter or amend such determination) that no member shall be entitled to
vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
61. 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.
62. On a poll votes may be given either personally or by proxy.
63. The instrument appointing a proxy shall be in writing under the hand
of the appointor or his Attorney duly authorised in writing or, if the appointor
is a corporation either under seal or under the hand of an officer or Attorney
duly authorised. A proxy need not be a member of the Company.
64. The instrument appointing a proxy and the Power of Attorney or other
authority (if any) under which it is signed, or a notarially certified copy of
that Power or authority shall be deposited at the registered office of the
Company or at such other place as is specified for that purpose in the notice
convening the meeting at such times (if any) as the notice may specify before
the time for holding the meeting or adjourned meeting at which the person named
in the instrument
proposed to vote, and in default the instrument of proxy may, at the option of
the Company not be treated as valid. The instrument appointing a proxy shall be
deeded to confer authority to demand or join in demanding a poll.
65. An instrument appointing a proxy may afford members an opportunity of
voting for or against a resolution and may be in the following form or a form as
near thereto as circumstances admit or any other form approved by the directors:
. . . . . . . . . . . . . . Limited
I, ____________ of ___________, being a member of the ___________ Limited
hereby appoint ___________, of ___________ as my proxy, to vote for me and on my
behalf at the (ordinary or extraordinary, as the case may be) general meeting of
the company to be held on the ___________ day of ___________ 19 ,__ and at any
adjournment thereof.
Signed this ___________ day of ___________ 19__.
66. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is given,
provided that no intimation in writing of such death, insanity, revocation or
transfer as aforesaid shall have been received by the Company at the Registered
Office before the commencement of the meeting or adjourned meeting at which the
proxy is used.
RESOLUTIONS IN WRITING
67. An ordinary resolution in writing signed by all of the members for the
time being entitled to receive notice of and to attend and vote at general
meetings (or being corporations by their duly authorised representatives) shall
be as valid and effective as if the same had been passed at a general meeting of
the Company duly convened and held.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
68. 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 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 AND OFFICERS
69. Until otherwise determined by the Company in general meeting the
number of the directors shall not be less than two or more than ten, and the
names of the first directors shall be determined in writing by a majority of the
subscribers of the memorandum of association.
70. At a general meeting a motion for the appointment of two or more
persons as directors of the Company may be made by a single resolution.
71. The remuneration of the directors shall from time to time be
determined by the company in general meeting. The directors may also be paid all
travelling, hotel and other expenses properly incurred by them in connection
with the business of the Company. 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 by way of
salary, percentage of profits or otherwise as the directors may determine.
72. The directors on behalf of the Company may pay a gratuity or pension
or allowance on retirement to any director who has held any other salaried
office or place of profit with the Company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or provision of
any such gratuity, pension or allowance.
73. (a) A director or officer of the Company may be or become a director
or other officer of, or otherwise interested in, any Company promoted by the
Company or in which the Company may be interested as shareholder or otherwise,
and no such director or officer shall be accountable to the company for any
remuneration or other benefits received by him as a director or officer of, or
from his interest in, such other Company.
(b) A director or officer 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 officer for such period and on such terms (as to
remuneration and otherwise) as the directors may determine.
(c) No director or officer shall be disqualified by his office from
holding any office or place of profit under the company or under any Company in
which the Company shall be a shareholder or otherwise interested, or from
contracting or dealing with the Company either as vendor, purchaser, or
otherwise, nor shall any such contract, or any [illegible] or arrangement
entered into by or on behalf of the Company on which any director or officer
shall be in any way interested, be avoided, nor shall any director or officer be
liable to account to the Company for any such contract or arrangement by reason
only of such director or officer holding that office or of the fiduciary
relations thereby established, but it is declared that the nature of his
interest must be disclosed by him at the meeting of the directors at which the
contract or arrangement is taken into consideration if his interest then exists,
or in any other case at the first meeting of the directors after the acquisition
of his interest. A general notice that a director or officer is a member of any
specified firm or Company, and is to be regarded as interested in all
transactions with that firm or Company, shall be a sufficient disclosure under
this Article as regards such director or officer and the said transactions, and
after such general notice it shall not be necessary for such director or officer
to give a special notice relating to any particular transaction with that firm
or Company.
(d) A director or officer, notwithstanding his interest, may be
counted in the quorum present at any meeting whereat he or any other director or
officer is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged, and he may
vote on any such appointment or arrangement other than his own appointment or
the arrangement of the terms thereof.
(e) Any director or officer may act by himself or his firm in a
professional capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a director or officer;
providing that nothing herein contained shall authorise a director or officer or
his firm to act as auditor of the Company.
74. The share qualification for a director may be fixed by the Company in
general meeting, and unless and until so fixed no qualification shall be
required.
75. The directors may entrust to and confer upon a managing director,
president, vice president, manager, secretary, assistant secretary, treasurer or
any other officer any of the powers exercisable by them upon such terms and
conditions and with such restrictions as they may think fit, and either
collaterally with or to the exclusion of their own powers, and may from time to
time revoke, withdraw, alter or vary all or any of such powers.
76. The directors may from time to time appoint one or more of their body
to the offices of managing director, or any other office on such terms and at
such remuneration (whether by way of salary or commission or participation in
profits or partly in one way and partly in another) as they may think fit; but
his appointment shall be subject to determination ipso facto if he ceased from
any cause to be director, or if the Company in general meeting resolves that his
tenure of the office of managing director or such other office be determined.
77. The directors may appoint president, vice-presidents, treasurers,
secretary-treasurers, secretaries, managers and such other officers for such
term and at such remuneration and upon such conditions as they think fit; and
any president, vice-president, treasurer, secretary-treasurer, secretary,
manager or officer so appointed may be removed by them.
78. Any director may in writing appoint any person, of whom a majority of
the directors do not object, to be [illegible] to act in his place at any
meeting of the directors at which he is unable to be present. Every such
alternate shall be entitled to notice of meetings of the directors and to attend
and vote thereat as a director when the person appointing him is not personally
present, and where he is a director to have a separate vote on behalf of the
director he is representing in addition to his own vote. A director may at any
time in writing revoke the appointment of an alternate appointed by him. 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 of such an alternate
shall be payable out of the remuneration payable to the director appointing him,
and the proportion thereof shall be agreed between them. An alternate need not
hold any share qualification.
79. A director may appoint any person to act as his proxy at meetings of
the directors. Such appointment must be made in writing under the hand of the
appointor, and may at any time be revoked in like manner, and may be general or
for a specified period, or for specified meetings, or for specified resolutions
and may authorise and direct the appointee to be chairman if the appointor
would, if present, be entitled to preside, and notice of every such appointment
or revocation must be given to the Company, and the appointee need not be a
director or member of the Company, but he must furnish the Company with his
address.
POWER AND DUTIES OF DIRECTORS
80. 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 Law or 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
Law, 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 regulations made by the Company in general meeting shall
invalidate any prior act of the directors which would have been valid if that
regulation had not been made.
81. 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 debenture stock, bonds and other securities
whether outright or as security for any debt, liability or obligation of the
Company or of any third party. Debentures, debenture stock, bonds, or other
securities may be made assignable free from any equities between the Company and
the person to whom the same may be issued.
82. The directors may from time to time and at any time by power of
attorney appoint any Company, firm or person or 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 such conditions as they may
think fit, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
directors may think fit and may also authorise any such attorney to delegate all
or any of the powers, authorities and discretions vested in him.
83. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the Company, shall
be signed, drawn accepted, endorsed, or otherwise executed, as the case may be,
in such manner as the directors shall from time to time by resolution determine.
84. The directors shall cause minutes to be made in the books provided
for the purpose:-
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the
directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the
Company, and of the directors and of committees and directors.
DISQUALIFICATION AND PROCEEDINGS OF DIRECTORS
85. The office of director shall be vacated, if the director:
(a) becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
(b) is found to be or becomes of unsound mind; or
(c) resigns his office by notice in writing to the Company;
(d) if he is removed from office by a resolution of the Company.
86. The directors may meet together either within or without the Cayman
Islands for the despatch of business, adjourn, and otherwise regulate their
meetings and proceedings, as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes the
Chairman shall have a second or casting vote. A director may, and the secretary
on the requisition of a director shall, at any time summon a meeting of the
directors.
87. The quorum necessary for the transaction of the business of the
directors may be fixed by the directors and unless so fixed shall be two. For
the purposes of this Article an alternate appointed by a director shall be
counted in a quorum at a meeting at which the director appointing him is not
present.
88. A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretions by
or under the Articles of the Company for the time being vested in or exercisable
by the directors generally.
89. A resolution in writing signed by all the directors for the time
being entitled to receive notice of a meeting including any alternate director
if entitled shall be as valid and effectual as if it had been passed at a
meeting of the directors duly convened and held.
90. The continuing directors or sole continuing director may act
notwithstanding any vacancy in their body, but, if and so long as their number
is reduced below the number fixed by or pursuant to the Articles of the Company
as the necessary quorum of directors, the continuing directors or director may
act for the purpose of increasing the number of directors to that number, or of
summoning a general meeting of the Company, but for no other reason.
91. The directors may elect a Chairman of their meetings and determine
the period for which he is to hold office [illegible] no such Chairman is
elected, or if at any meeting the Chairman is not present within five minutes
after the time appointed for holding the same the directors present may choose
one of their number to be Chairman of the meeting.
92. The directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit; any
committee so formed shall in the exercise o(pound) the powers do delegated
conform to any regulations that may be imposed on it by the directors. Save as
aforesaid the meetings and proceedings of a committee consisting of more than
one member shall be governed by the provisions of these Articles, regulating the
proceedings and meetings of directors.
93. All acts done by any meeting of the directors or of a committee of
directors, or by any person acting as a director, shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment or
continuance in office 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 or
had duly continued on in office and was qualified or had continued to be a
director and had been entitled to be a director.
TENURE OF OFFICE OF DIRECTORS
94. The Company in general meeting may determine the period that the
directors or any of them may hold office and unless so determined the directors
shall hold and continue in office subject to these Articles. The Company may
determine in a general meeting, at the first general meeting of the Company that
the whole of the directors shall retire from office, and that at the ordinary
general meeting in every subsequent year one-third of the directors for the time
being, or if their number is not three or a multiple of three, then the number
nearest one-third shall retire from office. The Company may alter amend or
revoke any such determination.
95. The directors, if any, to retire in every year shall be those who have
been longest in office since their last election but as between persons who
became directors on the same day those to retire shall (unless they otherwise
agree among themselves) be determined by lot. A retiring director shall be
eligible for re-election.
96. The Company at the general meeting at which a director retires in
manner aforementioed may fill the vacated office by electing a person thereto
and in default the retiring director shall be deemed to have been re-elected
unless at such meeting it is resolved not to fill such vacated office.
97. The Company may from time to time in general meeting increase or
reduce the number of directors, and may also determine in what rotation the
increased or reduced number is to go out of office.
98. Any casual vacancy occuring in the board of directors may be filled by
the directors but the persons so chosen shall be subject to retirement at the
same time as if he had become a director on the day on which the director in
whose place he is appointed was last elected as director.
99. The directors shall have power at any time, and from time to time, to
appoint a person as an additional director who shall retire from office at the
next following ordinary general meeting, but shall be eligible for election by
the Company at that meeting as an additional director.
100. The Company may by an ordinary resolution remove a director before
the expiration of his period of office, and may by an ordinary resolution
appoint a person in his stead. The person so appointed shall be subject to
retirement at the same time as if he had become a director on the day on which
the director in whose place his is appointed was last elected a director.
THE SEAL
101. The directors shall provide for the safe custody of the seal, which
shall only be used by the authority of the directors or of a committee of the
directors authorised by the directors in that behalf, and every instrument to
which the seal shall be affixed shall be signed by a director and shall be
countersigned by the secretary or by a second director or by some other person
appointed by the directors for the purpose. The seal may also be referred to as
the common seal of the Company.
102. The Company may exercise the powers conferred by Section 81 of the
Law with regard to having an official seal for use abroad, and such powers shall
be vested in the directors. Without prejudice to or limiting the generality of
the foregoing the Company may have for use in such territories, countries,
districts or places not situate in the Cayman Islands as the directors shall
appoint an official seal which shall be a facsimile of the seal of the Company
with the addition on its face of the name of every territory, country, district
or place where it is to be used and such facsimile shall not be affixed to any
instrument except by this authority of a resolution of the board of directors,
and in the presence of such person or persons as the directors shall for this
purpose appoint and such person or persons as aforesaid shall sign every
instrument to which the facsimile seal of the Company is so affixed in their
presence and such affixing of the facsimile seal and signing as aforesaid shall
have the same meaning and effect as if the seal had been affixed in the presence
of and the instrument signed by two directors or a director and the secretary or
such other person as the directors may appoint for the purpose.
DIVIDENDS AND RESERVES
103. Subject to law the Company in general meeting may declare dividends,
but no dividend shall exceed the amount recommended by the directors. The
directors may from time to time pay to the members such interim dividends as
appear to the directors to be justified by the profits of the Company. No
dividend shall be paid otherwise than out of profits.
104. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividend, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but no amount paid or credited as paid on a share
in advance of calls shall be treated for the purposes of this Article as paid on
the share. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions of
the period in respect of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
105. The directors, may before recommending any dividend set aside out of
the profits of the Company such items as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable for
meeting contingencies or for equalizing dividends, or for any other 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) 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
may think prudent not to divide.
106. If several persons are registered as joint holders of any share, any
of them may give effectual receipts for any dividend bonuses or other moneys
payable on or in respect of the share.
107. With the sanction of a general meeting any dividend may be paid
wholly or in part by the distribution of specific assets and in particular of
paid-up shares or debentures of any other Company or in any one or more of such
ways. Where any difficulty arises in regard to such distribution, the directors
may settle the same as they think expedient, and in particular may issue
fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to
any members upon the footing of the value so fixed, in order to adjust the
rights of all members, and may vest any such specific assets in trustees upon
trust for the members entitled to the dividend as may seem expedient to the
directors.
108. Any dividend interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the member or person entitled thereto or in the case of
joint holders to any one of such joint holders at his registered address or to
such person and such address as the member or person entitled or such joint
holder as the case may be, may direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent or to the order of
such other person as the member or person entitled or such joint holders as the
case may be may direct.
109. No dividend shall bear interest against the Company. All dividends
unclaimed for one year after having been declared may be invested or otherwise
made use of by the directors for the benefit of the Company until claimed, and
the Company shall not be constituted a trustee in respect thereof. All dividends
unclaimed for a period of twelve years after having been declared shall be
forfeited and shall revert to the Company.
CAPITALIZATION OF PROFITS
110. The Company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amount for
the time being standing to the credit of any of the Company's reserve accounts
or to the credit of the profit and loss account or otherwise available for
distribution and not required for the payment or provision of the fixed dividend
on any shares entitled to fixed preferential dividends and accordingly that such
sums be set free for distribution amongst the members who would have been
entitled thereto if distributed by way of dividend and in the same proportions
on condition that the same be not paid in cash but be applied either in or
towards paying up any amounts for the time being unpaid on any shares held by
such members respectively or paying up in full unissued shares or debentures of
the Company to be allotted and distributed credited as fully paid up to and
amongst such members in the proportion aforesaid, or partly in the one way and
partly in the other, and the directors shall give effect to such resolution.
Provided that a share premium account and a capital redemption reserve fund may,
for the purposes of this Article, only be applied in the paying up of unissued
shares to be issued to members of the Company as fully paid bonus shares.
111. Whenever such a resolution as aforesaid has been passed the directors
shall make all appropriations and applications of the undivided profits resolved
to be capitalised thereby, and all allotments and issues of fully-paid shares or
debentures, if any, and generally shall do all acts and
things required to give effect thereto, with full power to the directors to make
such provision by the issue of fractional certificates or by payment in cash or
otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions, and also to authorise any person to enter on behalf
of all members entitled thereto in an agreement with the Company providing for
the allotment to them respectively, credited as fully paid up, of any further
shares or debentures to which they may be entitled upon such capitalisation, or
as the case may require, for the payment up by the Company on their behalf, by
the application thereto of their respective proportions of the profits resolved
to be capitalised of the amounts or any part of the amounts remaining unpaid on
their existing shares, and any agreement made under such authority shall be
effective and binding on all such members.
ACCOUNTS AND AUDIT
112. The directors shall cause proper books of account to be kept with
respect to:-
(a) all sums of money received and expended by the Company, and the
matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company.
Proper books of account shall not be deemed to be kept with respect to the
matters aforesaid if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company's affairs and to
explain its transactions.
113. The books of account shall be kept at the registered office of the
Company, or at such other place or places as the directors think fit, and shall
always be open to the inspection of the directors.
114. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the inspection
of members not being directors, and no member (not being a director) shall have
any right of inspecting any account or book or document of the Company except as
conferred by law or authorised by the directors or by the Company in general
meeting.
115. The Company in general meeting may determine or failing such
determination the directors may determine:
(a) that there be prepared and/or laid before the Company a profit
and loss account, a balance sheet, group of accounts and/or reports for such
period and on such terms as the Company or directors may determine;
(b) that there be laid before the Company in general meeting a copy
of every balance sheet together with a copy of the auditor's report, which not
less than seven days before the date of the meeting, be sent to all persons
entitled to receive notices of general meetings of the Company.
(c) that the accounts relating to the Company's affairs may be
audited in such manner as may be determined from time to time. 116. The Company
in general meeting may revoke, alter or amend any such determination under the
preceding Article and the directors may revoke, alter or amend any determination
made by the directors under the preceding Articles.
NOTICES
117. A notice may be given by the Company to any member either personally
or by sending it by post to him at his registered address, or if he has no
registered address in the Islands, to the address, if any, supplied to the
Company by him for the giving of notices to him. Where a notice is sent by post,
service of the notice shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the notice, and to have been effected
in the case of a notice of a meeting at the expiration of twenty-four hours
after the letter containing the same is posted, and in any other case at the
time at which the letter would be delivered in the ordinary course of post. A
notice may also be sent by cable or telex, and service of the notice shall be
deemed to be effected by properly addressing, prepaying and sending the notice
through a transmitting or communications organisation and to have been effected
at the expiration of twenty-four hours after the same is sent as aforesaid.
118. Subject to Article 121 which shall prevail, if a member has no
registered address and has not supplied to the Company an address for the giving
of notices to him a notice addressed to him or to shareholders in general and
advertised in a newspaper circulating in the Cayman Islands or the official
gazette shall be deemed to be duly given to him at noon on the day following the
day on which the newspaper or official gazette is circulated and the
advertisement appeared therein.
119. A notice may be given by the Company to the joint holders of a share
by giving the notice to the joint holder named first in the register of members
in respect of the share.
120. A notice may be given by the Company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description at the address, if any, supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied) by
giving notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
121. notice of every general meeting shall be given in any manner
hereinbefore authorised to:
(a) every member except those members who (having no registered
address in the Islands) have not supplied to the Company an address for the
giving of notices to them; and
(b) every person entitled to a share in consequence of the death or
bankruptcy of a member, who, but for his death or bankruptcy, would be entitled
to receive notice of the meeting.
No other person shall be entitled to receive notices of general meetings.
INDEMNITY
122. Every director, managing director, president, vice-president,
manager, secretary, assistant secretary, treasurer or other officer of the
Company and their heirs and personal representatives shall be entitled to be
indemnified, out of the assets of the Company against all actions, proceedings,
costs, damages, expenses, claims, 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, and no director or person as aforementioned
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.
BEARER SHARES
123. Notwithstanding Article 8 and provided that the Company has been
registered as an Exempted Company, the following Articles are included herein:
124. Subject to any statutory restrictions for the time being in force the
Company may issue bearer or negotiable shares (hereinafter called bearer shares)
or may exchange non-negotiable shares for bearer shares or may exchange bearer
shares for non-negotiable shares provided all such shares are fully paid up and
non-assessable and marked as not available to be held by Scheduled Territory
residents, upon request in writing. The request shall be in such form, and
authenticated by such voluntary declaration or other evidence as to the identity
of the person making the same as the directors shall from time to time require.
125. Before the issue or exchange of non-negotiable shares for bearer
shares or vice versa, the certificate (if any) for the shares intended to be
included in it shall be delivered to the directors.
126. Bearer shares shall be under the common seal of the Company and shall
state that the bearer is entitled to the shares therein specified, and may
provide by coupons or otherwise for the payment of dividends or other moneys on
the shares included therein.
127. Subject to the provisions of the Law and of these Regulations the
bearer of a bearer share certificate shall be deemed to be a member of the
Company and shall be entitled to the same rights and privileges as he would have
had if his name had been included in the Register of Members as the holder of
the shares. Provided that Articles 25 and 26 shall not apply to bearer shares.
128. No person shall as bearer of a bearer share certificate be entitled
to attend, or vote, or exercise in respect thereof any of the rights of a
member, at any general meeting of the Company, or sign any requisition for, or
give notice of intention to submit a resolution to, a meeting, unless three days
at least before the day appointed for the meeting in the first case, and unless
before the requisition or notice is left at the Registered Office of the
Company, in the second case, he shall have deposited the bearer share
certificate or satisfied the directors as to the ownership of the bearer share
by voluntary declaration or other evidence in respect of which he claims to act,
attend or vote as aforesaid at the Registered Office of the Company, or such
other place as the directors appoint,
together with a statement in writing of his name and address and unless the
bearer share certificate shall remain so deposited until after the meeting or
any adjournment thereof shall have been held.
129. Not more than one name shall be received as that of the holder of a
bearer share certificate.
130. There shall be delivered to the person so depositing a bearer share
certificate a certificate stating his name and address and describing the shares
represented by the bearer share certificate so deposited by him, and such
certificate shall entitle him or his proxy duly appointed to attend and vote at
any general meeting in the same way as if he were the registered holder of the
shares specified in the certificate. Upon delivery up of the said certificate to
the Company, the bearer share certificate in respect whereof it shall have been
given shall be returned.
131. No person as bearer of any bearer share certificate shall, save as
aforesaid, be entitled to exercise any of the rights of a member without
producing such certificate and stating his name and address.
132. If any bearer share certificate or coupon be worn out or defaced, the
directors may, upon the surrender thereof for cancellation issue a new one in
its stead, and if any bearer share certificate or coupon be lost or destroyed,
the directors may, upon the loss or destruction being established to their
satisfaction, and upon such indemnity being given to the Company as they shall
think adequate, issue a new one in its stead, and in either case on payment of
such sum not exceeding one dollar as the directors may from time to time
require. In case of loss or destruction the bearer to whom such new share
certificate or coupon is issued 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.
133. The shares included in bearer share certificate shall be transferred
by the delivery of the certificate without any written transfer and without
registration, and to shares so included the provisions hereinbefore contained
with reference to the transfer of and to the lien of the Company on shares shall
not apply.
134. Upon surrender of his bearer share certificate to the Company for
exchange or cancellation, and upon payment of such sum, not exceeding one dollar
as the directors may from time to time require, the bearer of the bearer share
certificate shall be entitled to have his name entered as a member in the
Register of Members in respect of the shares included in the certificate but the
Company shall not be responsible for any loss incurred by any person by reason
of the Company entering the Register upon the surrender of a certificate the
name of any person not the true and lawful owner of the certificate surrendered.
Name, address and description of Subscriber
Commerce Management Services Limited,
Holding Company,
P.O. Box 694, Grand Cayman.
/s/
______________________________________
/s/
______________________________________
Dated this 26th day of May 1989
Witness to the above signatures:
/s/
______________________________________
Name
P.O. Box 456, George Town.
--------------------------------------
Address
CERTIFIED TO BE A TRUE AND CORRECT COPY
SIG /s/
______________________________________
DELANO O. SOLOMON
Deputy Registrar of Companies
DATE May 26, 1989
AMKOR TECHNOLOGY LIMITED
We, M&C Corporate Services Limited hereby give notice that the following
Special Resolution was passed by written resolution of the sole shareholder on
12th April, 2002:
"IT IS RESOLVED AS A SPECIAL RESOLUTION that Article 45 be deleted from
the Articles of Association of the Company"
/s/
______________________________________
for and on behalf of
M&C Corporate Services Limited
Dated this 12th day of April, 2002
C.I.L. LIMITED
WRITTEN RESOLUTIONS OF THE DIRECTORS PASSED PURSUANT TO ARTICLE 89 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY ON THE 5th DAY OF JUNE, 1998
WHEREBY IT WAS RESOLVED:
"THAT the registered office of the Company be transferred to the
offices of Maples and Calder, Ugland House, P.O. Box 309, South Church
Street, George Town, Grand Cayman, Cayman Islands."
/s/ /s/
____________________________ ___________________________
Danny Franklin Frank Marcucci