Exhibit 3.12
Certificate No. 3/1984
COLONY OF MONTSERRAT
CERTIFICATE OF INCORPORATION
OF
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
I, PATRICK M.A. STRAUGHN, REGISTRAR OF THE HIGH
COURT OF JUSTICE for the Colony of MONTSERRAT, DO
HEREBY CERTIFY that
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
has this day been incorporated under the PROVISIONS
of the Companies Act, (Chapter 308), as amended, of the Laws
of the Colony of MONTSERRAT and that
the Company is one having a share capital of
$10,000.00 and the liability is Limited.
GIVEN UNDER my hand at the
Registrar's Office,
Plymouth, Montserrat, this
30th day of March, 1984
[seal]
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Register Joint Stock Companies
COLONY OF MONTSERRAT
CERTIFICATE OF INCORPORATE
OF
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
Registrar's Office,
Plymouth,
Montserrat, W.I.
MEMORANDUM & ARTICLES OF ASSOCIATION
Incorporated under the Companies Act,
Chapter 308 of the Laws of MONTSERRAT.
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
----------------------------------------
DATED THE 30TH DAY OF MARCH, 1984.
David S. Brandt, ___, ___
Chambers
Evegreen Drive
Plymouth
MONTSERRAT, WEST INDIES
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MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION
Incorporated under the Companies Act,
Chapter 308 of the Laws of MONTSERRAT.
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
----------------------------------------
DATED THE 30TH DAY OF MARCH, 1984.
David S. Brandt, ___, ___
Chambers
Evegreen Drive
Plymouth
MONTSERRAT, WEST INDIES
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THE COMPANIES ACT, CAP. 308
OF THE LAWS OF MONTSERRAT
A Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
----------------------------------------
1. The name of the Company is CARIBBEAN COMMUNICATIONS COMPANY LIMITED.
2. The Registered Office of the Company shall be situated at Evergreen
Drive, Plymouth, Montserrat.
3. The objects for which the Company is established are:
(1) To carry on the business as dealers, occupiers, programme
Contractors, for the purposes of the Telecommunications Act Chapter
192 of the Laws of Montserrat or any Act amending repealing or
replacing the same in whole or in part, and subject to the
provisions thereof, to supply programmes, or parts of programmes,
suitable for the purpose of broadcasting by radio and/or television
whether to be broadcast by the company or any other person, firm,
corporation or authority.
(2) To obtain all necessary permits or licences required for the purpose
of enabling the company to carry on its said business upon such
terms and conditions as may be acceptable to it.
(3) To acquire whether by purchase, exchange, lease building or
otherwise any land or building in, on or from which or in relation
to which any production, event, happening or occurrence suitable or
likely to be suitable for forming a radio and/or television
programme or any part thereof may take place or otherwise suitable
for the business of the company.
(4) To produce, promote, present, organise, arrange and provide every
kind of entertainment diversion or instruction in whole or in part
suitable for or which my directly or indirectly provide suitable
material for a radio and/or television programme.
(5) To acquire, whether by purchase or otherwise, the copyright in any
material in which copyright may lawfully subsist.
(6) To carry on the business or businesses of buyers, sellers, hirers,
importers, exporters and dealers in radio and television sets and
sound producing machines of all kinds, electrical appliances,
apparatus and fittings, household and domestic appliances, labour
saving contrivances and similar articles.
(7) To carry on business as radio, television, mechanical and electrical
engineers.
(8) To carry on the trades or businesses of making, selling, hiring out,
buying, installing, putting up, maintaining, repairing and working,
computors, telexes, telephones, telegraphs, radios, television sets,
recording instruments and electronics, electrical and mechanical
apparatus, equipment and fittings of all kinds whatsoever.
(9) To establish, work, manage, sell, hire out, and maintain cable
communications, computers, telegraph offices and radio and
television receiving and transmitting stations and other systems for
communications whether consisting of sounds, visual images,
electrical impulses or otherwise either alone or in any combination.
(10) To acquire, by purchase or otherwise, construct, maintain, and
otherwise deal with, land and submarine telegraphs (including in
such expression telephones and all other electrical or other
contrivances for transmitting messages by any means), and also
lands, works, buildings and conveniences in any part of the world.
(11) To acquire, carry on, and deal with the undertakings, works, lands,
property, and businesses of other telegraph companies, and of
companies and persons engaged in manufacturing, constructing, and
laying down telegraph lines, instruments, machinery, wire, and other
materials and things used with or appertaining to telegraphs.
(12) To construct, charter, or otherwise acquire and deal with ships and
other vessels for any of the purposes of the company.
(13) To make and carry into effect working, traffic, and other agreements
with governments, municipal and postal authorities, railway,
shipping, telegraph, and other companies.
(14) To pay all the costs, charges and expenses of the promotion and
establishment of the company.
(15) To sell, let, dispose of, or grant rights over all or any property
of the company.
(16) To erect buildings, plant and machinery for the purposes of the
company.
(17) To grant licences to use patents, patent rights or inventions,
copyrights, designs, trade marks or secret processes of the company.
(18) To manufacture plant, machinery, tools, boxes or other containers,
goods, or things for any of the purposes of the business of the
company.
(19) To draw, accept and negotiate bills of exchange, promissory notes
and other negotiable instruments.
(20) To borrow money or receive money on deposit either without security
or secured by debentures, debenture stock (perpetual or terminable),
mortgage or other security charged on the undertaking or on all or
any of the assets of the company including uncalled capital.
(21) To distribute in specie assets of the company properly distributable
amongst the members.
The objects set forth in any sub-clause of this clause shall not be
restrictively construed but the widest interpretation shall be given thereto,
and they shall not, except when the context expressly so requires, be in any way
limited to or restricted by reference to or inference from any other object or
objects set forth in such sub-clause or from the terms of any other sub-clause
or by the name of the company. None of such sub-clauses or the object or objects
therein specified or the powers thereby conferred shall be deemed subsidiary or
ancillary to the objects or powers mentioned in any other sub-clause, but the
company shall have full power to exercise all or any of the powers and to
achieve or to endeavour to achieve all or any of the objects conferred by and
provided in any one or more of the said sub-clauses.
4. The liability of the members is limited.
5. The share capital of the company is EC$10,000.00 (TEN THOUSAND DOLLARS
EAST CARIBBEAN) divided into 10,000 shares of $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.
WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this memorandum of
association, and we respectively agree to take the number of shares in the
capital of the company set opposite our respective names.
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Names, Addresses and Descriptions of Number of shares taken by each
Subscribers Subscriber
- -------------------------------------------------------------------------------------------
R. Evangeline Fenton ONE (1)
George St.
Plymouth
Exec. Sec
M. ________ ONE (1)
St. Johns
Montserrat
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TOTAL shares taken TWO (2)
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Dated this 30th day of March, 1984.
Witness to the above signatures
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SECRETARY
[seal]
21st January, 1987
The Registrar of Companies
Registrar's Office
Court House
Plymouth
Montserrat
Dear Sir,
NOTICE OF INCREASE
IN SHARE CAPITAL OF
CARIBBEAN COMMUNICATIONS COMPANY LTD.
-------------------------------------
Pursuant to the Companies Act Cap. 308 of the Laws of Montserrat, CARIBBEAN
COMMUNICATIONS COMPANY LIMITED hereby gives you notice that, by an Ordinary
Resolution of the Company dated the 30th day of December, 1986, the nominal
share capital of the Company has been increased by the addition thereto of
EC$40,000. beyond the Registered Capital of EC$10,000.00
Dated this 21st day of January, 1987
CARIBBEAN COMMUNICATIONS COMPANY LTD.
By
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CHAIRMAN/DIRECTOR
COLONY OF MONTSERRAT
A. D. 1987
ORDINARY RESOLUTION
PASSED AT MEETING HELD ON DECEMBER 30, 1986
TO INCREASE THE NOMINAL SHARE
CAPITAL OF
CARIBBEAN COMMUNICATIONS LIMITED
--------------------------------
BE IT RESOLVED that the nominal share capital of CARIBBEAN
COMMUNICATIONS COMPANY LIMITED be increased from EC$10,000. to
EC$50,000. by the creation of 40,000 new ordinary shares of EC$1.00 each.
Dated this 30th day of December, 1986
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
By
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CHAIRMAN DIRECTOR
COLONY OF MONTSERRAT
A. D. 1987
CONFIRMATION OF ORDINARY RESOLUTION
PASSED ON DECEMBER 30th, 1986
TO INCREASE THE NOMINAL SHARE CAPITAL OF
CARIBBEAN COMMUNICATIONS COMPANY LIMITED
AT A MEETING of the Board of Directors of the above-referenced company held at
Montserrat Springs Hotel, Richmond Hill, Montserrat on the 30th day of December,
1986, the following Resolution was passed:
BE IT RESOLVED that the nominal share capital of CARIBBEAN
COMMUNICATIONS COMPANY LIMITED be increased from EC$10,000.00
to EC$50,000.00 by the creation of 40,000 new ordinary shares
of EC$1.00 each.
Dated this 21st day of January 1987
BY ORDER OF THE BOARD
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CHAIRMAN /DIRECTOR
REGISTRAR'S OFFICE
PLYMOUTH
MONTSERRAT
lst April 1987
RE: CARIBBEAN COMMUNICATIONS COMPANY LTD.
-------------------------------------
This is to confirm that the nominal share capital of the above-referenced
Company was increased from EC $10,000 to EC $50,000 on January 2, 1987
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[seal]
CERTIFICATE
I, RUTH E. BOOHER, Secretary of Caribbean Communications Company, Ltd., a
Montserrat Corporation, do hereby certify that at a meeting of the Shareholders
of the Corporation held on December 31, 1986, the following resolution was duly
adopted by the Shareholders:
RESOLVED, that the authorized share capital of the Corporation is
increased to EC$50,000.00 (FIFTY THOUSAND DOLLARS EAST CARIBBEAN)
divided into 50,000 ordinary shares of EC$1.00 each
and that the foregoing resolution remains in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 18th day
of March, 1987.
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Ruth E. Booher, Secretary