Exhibit 3.30
New South Wales
Companies Act, 1961
Company Limited by Shares
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MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
RISOTA PTY. LTD.
----------------------------------
Stephen, Jaques & Stephen
Solicitors
A.M.P. Centre
50 Bridge Street, Sydney. 2000
Tel: 239-1111
New South Wales
Companies Act, 1961
Company Limited by Shares
----------------------------------
MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
RISOTA PTY. LTD.
----------------------------------
Stephen, Jaques & Stephen
Solicitors
A.M.P. Centre
50 Bridge Street, Sydney. 2000
Tel: 239-1111
CORPORATE AFFAIRS COMMISSION
NEW SOUTH WALES
No. of Company
203489-11
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CERTIFICATE OF INCORPORATION
OF PROPRIETARY COMPANY
Companies Act, 1961 - Section 16 (3)
THIS IS TO CERTIFY that
RISOTA PTY. LTD.
is, on and from the twenty-seventh day of September, 1977, incorporated under
the Companies Act, 1961, that the company is a company limited by shares and
that the company is a proprietary company.
Given under the seal of the Corporate Affairs Commission at Sydney, this
twenty-seventh day of September, 1977.
F.J.O. Ryan
-------------------------------------
Commissioner
New South Wales
Companies Act, 1961
Company Limited by Shares
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MEMORANDUM OF ASSOCIATION
of
RISOTA PTY. LTD.
----------------------------------
1. The name of the Company is RISOTA PTY. LTD.
2. The objects for which the Company is established are: --
(a) to buy sell exchange let mortgage or otherwise deal in real and
personal property of any kind whatsoever and to import export
manufacture produce treat buy sell exchange let on hire and generally
deal in all kinds of goods plant machinery merchandise and articles of
any kind;
(b) to carry on any other business which the directors of the Company
think is capable of being conveniently or profitably carried on by the
Company or which in their opinion is calculated either directly or
indirectly to enhance the value of or render profitable any of the
Company's property and rights;
(c) to acquire and undertake the whole or any part of the business
property and liabilities of any person or company carrying on any
business whatsoever;
(d) to apply for purchase or otherwise acquire any patents patent rights
inventions copyrights designs trade marks formulae designs secret
processes technical information franchises and other rights privileges
and concessions and to use exercise develop or otherwise turn to
account the property rights or information so acquired;
(e) to invest and deal with the money of the Company in such manner as may
from time to time be thought fit;
(f) to sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit and in
particular for shares debentures or securities of any other company;
(g) to act as trustee for any person firm or company whether for
remuneration or not and on any terms and conditions, to undertake and
carry out trusts under settlements and/or deeds of trust or settlement
(including the execute all documents of discretions), and to do all
things and execute all documents relative to its status as such
trustee.
3. The Company shall have all the powers set forth in the Third Schedule to
the Companies Act, 1961 as amended to the date of incorporation of the
Company and as interpreted in accordance with clause 4 hereof.
4. The word "company" in clause 2 hereof and in the said Third Schedule as
adopted in clause 3 hereof (except where referring to this Company) shall
be deemed to include any partnership or other body of persons whether
incorporated or not incorporated and whether domiciled or resident in
Australia or elsewhere and each of the objects specified in the said clause
2 and each of the powers referred to in the said clause 3 shall except
where otherwise expressed be independent objects and powers and shall not
be limited or restricted by reference to or inference from the terms of any
other objects or powers or the name of the Company and nothing herein or in
the said clause 2 shall be construed as excluding or limiting any of the
powers set forth in the said Third Schedule as so amended.
5. The liability of the members is limited.
6. The capital of the Company is $10,000 divided into 10,000 shares of $1
each.
7. The full names addresses and occupations of the subscribers to this
Memorandum of Association are as follows:
Anthony Philip Sheehan
20 Killoola Street,
CONCORD WEST, NSW, 2138
Clerk
Lillian Bevan Hodgson
55 Church Street,
RANDWICK, NSW, 2031
Librarian
8. WE, the several persons whose names are subscribed hereto are desirous of
being formed into a company in pursuance of this Memorandum of Association
and
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respectively agree to take the number of shares in the capital of the
Company set out opposite our respective names.
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Signatures of No. of Shares taken Signatures and
Subscribers by each Subscriber Addresses of Witnesses
- --------------------------------------------------------------
A.P. Sheehan One A. Walton
L.B. Hodgson One A. Walton
Anne WALTON
14 Musgrave Street
Mosman, NSW, 2088
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DATED this 16th day of September, 1977
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New South Wales
Companies Act, 1961
Company Limited by Shares
-------------------------------
ARTICLES OF ASSOCIATION
of
RISOTA PTY. LTD.
1. Subject as hereinafter provided the Regulations in Table A in the Fourth
Schedule to the Companies Act, 1961 (hereinafter called "the Statute") as
amended to the date of incorporation of this company (hereinafter called
"the Company") shall apply to the Company. The Regulations as so amended
are hereinafter referred to as "Table A".
2. The Company is a proprietary company and accordingly:
(a) the right to transfer shares is restricted as hereinafter provided in
these Articles;
(b) the number of members of the Company (exclusive of persons who are in
the employment of the Company or of any subsidiary thereof and of
persons who having been formerly in the employment of the Company or
of any subsidiary thereof were while in such employment and have
continued after the determination of such employment to be members of
the Company) is limited to fifty; provided that where two or more
persons hold one or more shares in the capital of the Company jointly
they shall for the purpose of this Article be treated as a single
member;
(c) any invitation to the public to subscribe for any shares in or
debentures of the Company or to deposit money with the Company for
fixed periods or payable at call whether bearing or not bearing
interest is prohibited.
3. The Regulations of Table A listed as items in the following Article shall
be altered, modified, omitted or replaced in the manner and to the extent
set opposite each such item:
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Column 1 Column 2 Column 3 Column 4
- --------------------------------------------------------------------------------
Alteration
No. of Modification
Regulation Omission or Extent of Alteration modification,
Item in Table A Substitution omission or substitution.
- --------------------------------------------------------------------------------
(a) 22 Substitute Article 5 for the whole
Regulation.
(b) 45 Substitute Article 6 for the whole
Regulation.
(c) 47 Substitute Article 7 for the whole
Regulation.
(d) 63 Substitute Article 8 for the whole
Regulation.
(e) 64 to 66 Omit The whole of these Regulations.
inclusive
(f) 67 Omit The words "and may also
determine in what rotation the
increased or reduced number is
to go out of office".
(g) 68 Omit The last sentence beginning "Any
director so appointed".
(h) 69 Omit The words from "...the person so
appointed..." to "...elected a
director."
(i) 71 Substitute Article 9 for the whole
Regulation.
(j) 72 Omit Sub-clauses (f), (g), and (h).
(k) 81 Substitute Article 10 for the whole
Regulation.
(l) 108 Substitute For the first sentence "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."
(m) 110 Add The words "or elsewhere in
Australia" immediately before
the words "supplied for the
purpose".
(n) 111(1) Substitute for paragraph (a) "every
member;".
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4. (a) Preference shares shall upon issue entitle the holders thereof:
(i) to a cumulative preference dividend at the rate of 8% for each
financial year on the capital paid up on such shares in priority
to all other shares;
(ii) upon winding up to repayment in full of the capital paid up on
such. shares together with any arrears of dividends (whether or
not declared at the time of winding up) in priority to all other
shares;
but shall not entitle the holders to any further participation in the
surplus assets or profits of the Company or to receive notice of
attend or vote at any general meetings.
(b) The Company may at any time issue further preference shares ranking
pari passu in all respects with preference shares already issued and
in that event the rights of the preference shares already issued shall
not be deemed to have been varied by any such further issue; and the
provisions of Regulation 5 shall not apply.
5. The directors may decline to register any transfer of shares to a person of
whom they do not approve without assigning any reason therefor and shall so
decline if such transfer would involve a breach of the provisions of
Article 2(b).
6. Subject to the provisions of the Statute relating to special resolutions
and agreements for shorter notice, fourteen 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 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 to such persons as are entitled to
receive such notices from the Company; provided that save in the case of
the annual general meeting or of a meeting to pass a special resolution or
a resolution to increase or alter the capital or where otherwise required
by the Statute a resolution signed by a member or members holding not less
than two-thirds in nominal value of the shares giving the right to vote at
a general meeting of the Company shall be as valid and effectual as if
passed at a duly constituted general meeting. Members may sign separate
copies of such resolution.
7. No business shall be transacted at any general meeting unless a quorum of
members is present. Save as herein otherwise provided two members present
in person shall be a quorum. For the purpose of this Article "member"
includes a person attending as a proxy or as representing a corporation
which is a member.
8. The minimum number of directors shall be such number if any as is required
by the Statute. Unless and until otherwise determined by the Company in
general meeting the number of directors shall not exceed ten. The
subscribers to the Memorandum of Association shall in writing determine the
first directors.
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9. A director shall not be required to hold any share qualification.
10. No director shall be disqualified by his office from contracting with or
holding any other office under the Company nor shall any such contract or
any contract entered into by or on behalf of the Company in which any
director shall be in any way interested by avoided nor shall any director
so contracting or being so interested be liable to account to the Company
for any profit realised by any such contract by reason only of such
director holding that office or of the fiduciary relationship thereby
established provided that the nature of his interest must be disclosed by
him at the meeting of the directors at which the contract is determined on
if his interest then exists and has not been disclosed in accordance with
section 123 of the Statute or in any other case at the first meeting of the
directors after the acquisition of his interest. A director (or his
alternate director) may vote in respect of any contract or arrangement in
which he is interested and may be counted for the purpose of any resolution
regarding the same in the quorum present at the meeting and may
notwithstanding his interest and whether or not he votes participate in the
execution of any instrument by or on behalf of the Company and whether
through signing or sealing the same or otherwise.
11. WE, the several persons whose names are subscribed being the subscribers to
the Memorandum of Association hereby agree to the foregoing Articles of
Association.
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Signatures of Subscribers Signatures and Addresses of Witnesses
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A.P. Sheehan A. Walton
L.B. Hodgson A. Walton
ANNE WALTON
14 Musgrave Street
Mosman, NSW, 2088
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DATED this 16th day of September 1977.
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