Exhibit 3.1
COMPANIES (JERSEY) (LAW) 1991
A COMPANY LIMITED BY SHARES
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MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
GRACECHURCH CARD PROGRAMME FUNDING LIMITED
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Bedell
Cristin
P.O. Box 75, 26 New Street,
St. Helier, Jersey JE4 8PP,
Channel Islands
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COMPANIES (JERSEY) LAW 1991
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
- OF -
GRACECHURCH CARD PROGRAMME FUNDING LIMITED
1. The name of the company is Gracechurch Card Programme Funding Limited
(the "Company").
2. The share capital of the Company is two pounds divided into two shares of
one pound each.
3. The liability of a member arising from his holding of a share in the
Company is limited to the amount (if any) unpaid on it.
4. The Company shall exist until dissolved by special resolution or
otherwise according to law.
5. The Company is a public company.
6. The Company is a par value company.
7. The Company is established for the sole purpose of participating in a
revolving credit and charge card account backed securities programme
arranged for Barclays Bank plc (the "Programme") which will involve it,
inter alia, issuing series of limited recourse notes from time to time
and acquiring loan notes to be issued by Barclaycard Funding plc and
entering into and performing agreements and transactions and taking all
steps required in connection with or deemed incidental or conducive or
ancillary to the Programme (including, without limitation: (a) credit
derivative, interest and/or currency exchange transactions, (b)
agreements varying or supplementing any documents entered into in
connection with the Programme and (c) taking such steps as are required
to ensure the due administration of the Company under the laws of Jersey
and of the United Kingdom).
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We the limited liability companies whose names and addresses are set out
below and whose common seals are hereunto affixed are desirous of being
formed into a limited liability company 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 and addresses Shares Common seals
of subscribers taken
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Premier Circle Limited One The common seal of
26 New Street Premier Circle Limited
St. Helier was hereunto affixed in the
Jersey presence of:
Channel Islands.
.......................................Director
.......................................Director/
Secretary
Second Circle Limited One The common seal of
26 New Street Second Circle Limited
St. Helier was hereunto affixed in the
Jersey presence of:
Channel Islands.
.......................................Director
.......................................Director/
Secretary
Witness to all the above signatures:
Signature: ........................................
Full name: .............................................
26 New Street
St. Helier
Jersey
Channel Islands
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INDEX
ARTICLE PAGE
1. INTERPRETATION..........................................................1
2. SHARE CAPITAL...........................................................2
3. MODIFICATION OF RIGHTS..................................................2
4. SHARES..................................................................3
5. LIEN....................................................................3
6. CALLS ON SHARES.........................................................4
7. TRANSFER AND TRANSMISSION OF SHARES.....................................4
8. FORFEITURE OF SHARES....................................................6
9. GENERAL MEETINGS........................................................6
10. PROCEEDINGS AT GENERAL MEETINGS.........................................7
11. VOTES OF MEMBERS........................................................9
12. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS.....................10
13. APPOINTMENT OF DIRECTORS...............................................10
14. RESIGNATION DISQUALIFICATION AND REMOVAL OF DIRECTORS..................10
15. ALTERNATE DIRECTORS....................................................10
16. EXECUTIVE DIRECTORS....................................................11
17. POWERS OF DIRECTORS....................................................11
18. PROCEEDINGS OF DIRECTORS...............................................12
19. DIRECTORS CONFLICTS OF INTEREST........................................13
20. SEAL...................................................................14
21. SECRETARY..............................................................14
22. DIVIDENDS AND RESERVE..................................................14
23. CAPITALISATION OF RESERVES ETC.........................................15
24. ACCOUNTS AND AUDITORS..................................................16
25. NOTICES................................................................17
26. WINDING UP.............................................................17
27. INDEMNITY..............................................................18
COMPANIES (JERSEY) LAW 1991
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
- OF -
GRACECHURCH CARD PROGRAMME FUNDING LIMITED
1. INTERPRETATION
(1) The Standard Table shall be excluded from application in its
entirety to the Company and the following provisions shall
constitute the articles of the Company in place of the Standard
Table.
(2) In these articles unless the context otherwise requires:
"debenture" includes debenture stock;
"Directors" means the United Kingdom tax resident individuals
which are appointed as directors for the time being of the
Company;
"Interpretation Law" means the Interpretation (Jersey) Law
1954 and any statutory modification or re-enactment thereof
for the time being in force;
"Law" means the Companies (Jersey) Law 1991 and any statutory
modification or re-enactment thereof for the time being in
force;
"month" means calendar month;
"office" means the registered office of the Company situate
in the Island of Jersey;
"ordinary resolution" means a resolution passed by a majority
of the members present in person or by proxy and voting at a
general meeting;
"paid up" includes credited as paid up;
"Register" means the register of members required to be kept
by Article 41 of the Law;
"Seal" means the common seal of the Company;
"Secretary" means and includes any person appointed to
perform the duties of secretary to the Company and includes
an assistant or deputy secretary.
Words in the singular shall include the plural and words in the
plural shall include the singular and words denoting any gender
shall include all genders.
Words importing individuals shall include corporations.
Save as defined herein or in the memorandum of the Company and
unless the context otherwise requires words or expressions
contained in these articles shall bear the same meaning as in the
Law and in the Interpretation Law.
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2. SHARE CAPITAL
(1) Without prejudice to any special rights for the time being
conferred on the holders of any shares or class of shares (which
special rights shall not be varied or abrogated except with such
consent or sanction as is hereinafter provided) any share or class
of shares in the share capital of the Company may be authorised for
issue with such preferred deferred or other special rights or such
restrictions whether in regard to dividend return of capital voting
or otherwise as the Company may from time to time by special
resolution determine.
(2) Where the Company allots shares at a premium the aggregate amount
of all premiums on shares allotted as and when the premiums are
paid up shall be transferred to an account called the share premium
account which may be applied for any of the purposes permitted by
and under the provisions of the Law.
(3) The Company may by special resolution alter its share capital as
stated in its memorandum in any of the ways permitted or provided
for under the Law.
(4) Subject to confirmation by the court and the provisions of the Law
the Company may by special resolution reduce its share capital in
any way.
(5) The Company may from time to time subject to the provisions of the
Law:
(a) issue; or
(b) convert existing non-redeemable shares whether issued or not
into
shares which are to be redeemed or are liable to be redeemed at the
option of the Company or the holder thereof.
3. MODIFICATION OF RIGHTS
(1) Subject to the provisions of the Law whenever the share capital of
the Company is divided into different classes of shares the special
rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied or
abrogated at any time with the consent in writing of the holders of
two-thirds of the issued shares of that class or with the sanction
of a special resolution passed at a separate meeting of the holders
of the shares of that class. To every such separate meeting all the
provisions of these articles relating to general meetings of the
Company or to the proceedings thereat shall mutatis mutandis apply
except that the necessary quorum shall be persons holding or
representing by proxy at least one-third in nominal amount of the
issued shares of that class (but so that if at any adjourned
meeting of such holders a quorum as above defined is not present
one person present holding shares of that class or his proxy shall
be a quorum) and that the holders of shares of that class or their
duly appointed proxies shall on a poll have one vote in respect of
every share of that class held by them respectively.
(2) The special rights conferred upon the holders of any shares or
class of shares issued with preferred deferred or other special
rights shall (unless otherwise expressly provided by the conditions
of issue of such shares) be deemed not to be varied by the creation
or issue of further shares ranking pari passu therewith.
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4. SHARES
(1) The shares shall be at the disposal of the Directors who may
subject to the provisions of the Law allot grant options over or
otherwise deal with or dispose of them to such persons at such
times and generally on such terms and conditions as they think
proper. Save as provided in the Law each share in the Company shall
be distinguished by its appropriate number.
(2) The Company may pay a commission to a person in consideration of
his subscribing or agreeing to subscribe for shares in the Company
or procuring or agreeing to procure subscriptions for shares in the
Company as provided in the Law.
(3) The Company shall keep a Register in accordance with the provisions
of the Law.
(4) Unless the conditions of allotment shall otherwise provide every
person whose name is entered as a member in the Register shall be
entitled without payment to a certificate under the Seal 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 and
certificates shall be completed and be ready for delivery within
two months after the allotment of the relevant shares or the date
on which a transfer is lodged with the Company.
(5) If a share certificate be worn out defaced lost or destroyed a
duplicate certificate may be issued on payment of such fee (if any)
not exceeding ten pounds and on such terms (if any) as to evidence
and indemnity as the Directors think fit.
5. LIEN
(1) The Company shall have a 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
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 shares 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.
(2) 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 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 person
entitled by reason of his death or bankruptcy to the share. For the
purpose of giving effect to any such sale the Directors may
authorise some person to transfer to the purchaser thereof the
shares so sold.
(3) The proceeds of sale shall be 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.
The purchaser shall be registered as the holder of the shares and
he shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the
sale.
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6. CALLS ON SHARES
(1) Subject to the terms of allotment the Directors may make calls upon
the members in respect of any moneys unpaid on their shares
(whether in respect of nominal value or premium) and each member
shall (subject to receiving at least fourteen clear days' notice
specifying when and where payment is to be made) pay to the Company
as required by the notice the amount called on his shares. A call
may be required to be paid by instalments. A call may, before
receipt by the Company of any sum due thereunder, be revoked in
whole or part and payment of a call may be postponed in whole or
part. A person upon whom a call is made shall remain liable for
calls made upon him notwithstanding the subsequent transfer of the
shares in respect whereof the call was made.
(2) A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed and
proof of the resolution shall be sufficient evidence of the call
having been made.
(3) The joint holders of a share shall be jointly and severally liable
to pay all calls and other moneys due in respect thereof.
(4) 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 upon the sum at a rate fixed by the
Directors from the day appointed for the payment thereof to the
time of the actual payment but the Directors shall be at liberty to
waive the payment of that interest wholly or in part.
(5) Any sum or premium which by the terms of allotment of a share is
made payable upon allotment or at any fixed date shall for all the
purposes of these articles (save as herein otherwise expressly
provided) be deemed to be a call duly made and payable on the date
fixed for payment and in case of non-payment the provisions of
these articles as to payment of interest and expenses forfeiture
and the like and all other relevant provisions of these articles
shall apply as if the same were a call duly made and notified as
hereby provided.
(6) The provisions of these articles 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 amount of the share or by way of premium as if the same had
become payable by virtue of a call duly made and notified.
(7) The Company may if the Directors think fit receive from any member
willing to advance the same all or any part of the money 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 ten per
centum per annum) as may be agreed upon between the member paying
the sum in advance and the Directors.
7. TRANSFER AND TRANSMISSION OF SHARES
(1) Save as otherwise permitted under the provisions of the Law all
transfers of shares shall be effected using an instrument of
transfer. The instrument of transfer of any fully paid share shall
unless the Directors otherwise resolve be signed by the transferor
alone and in the case of any partly paid share the instrument of
transfer shall be signed by the transferor and by the transferee.
The transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register in
respect thereof.
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(2) The instrument of transfer of any share shall be in writing in any
usual common form or any form approved by the Directors and shall
specify the full name and address of the transferee.
(3) The Directors may in their absolute discretion refuse to register
any transfer of any share (whether fully paid or not). Without
prejudice to the generality of the foregoing, the Directors may
refuse to register a transfer unless the instrument of transfer:
(a) is lodged at the office or at such other place as the
Directors may appoint and is accompanied by the certificate
for the shares to which it relates and such other evidence as
the Directors may reasonably require to show the right of the
transferor to make the transfer; and
(b) is in respect of only one class of shares.
(4) If the Directors refuse to register any transfer of any share they
shall give notice thereof to the proposed transferor and transferee
within two months after the date on which the instrument of
transfer of such share is lodged with the Company.
(5) The registration of transfers of shares or of transfers of any
class of shares may be suspended at such times and for such periods
as the Directors may determine.
(6) No fee shall be charged for the registration of any instrument of
transfer or other document relating to or affecting the title to
any share.
(7) The Company shall be entitled to retain any instrument of transfer
of any share which is registered, but any instrument of transfer of
any share which the Directors refuse to register shall be returned
to the person lodging it when notice of the refusal is given.
(8) If a member dies, the survivor or survivors, where the deceased was
a joint holder, and the executors, administrators or other legal
personal representatives of the deceased, where the deceased was a
sole or only surviving holder, shall be the only persons recognised
by the Company as having any title to the interest of the deceased
in the shares; but nothing herein contained shall release the
estate of a deceased member from any liability in respect of any
share which had been jointly held by him.
(9) A minor or an interdict may not become a member of the Company
unless the shares were transmitted to him on the death of the
holder thereof.
(10) Any guardian of a minor member and any curator appointed by the
Royal Court or other person appointed by a court of competent
jurisdiction to administer to the affairs of any member of unsound
mind, and any person becoming entitled to a share in consequence of
the death or bankruptcy of a member may, upon such evidence being
produced as the Directors may properly require, elect either to
become the registered holder of the share or to have some person
nominated by him registered as the holder thereof. If he elects to
become the holder he shall give notice to the Company to that
effect. If he elects to have another person registered he shall
execute an instrument of transfer of the share to that person. All
the limitations restrictions and provisions of these articles
relating to the transfer of shares shall apply to the notice or
instrument of transfer as if it were an instrument of transfer
executed by the member and as if the member had been a person of
full age or not of unsound mind or as if the death or bankruptcy of
the member had not occurred.
(11) A person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall have the rights to which he would
be entitled if he were the registered holder of the share, except
that he shall not, before being registered as the holder
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thereof, be entitled in respect of the share to vote at any meeting
of the Company or at any separate meeting of the holders of any
class of shares in the Company.
8. FORFEITURE OF SHARES
(1) If a member fails to pay any call or instalment of a call on the
day appointed for payment thereof the Company may at any time
thereafter during such time as any part of such call or instalment
remains unpaid serve a notice on him requiring payment of so much
of the call or instalment as is unpaid together with any interest
which may have accrued and any expenses that may have been incurred
by reason of such non-payment.
(2) 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
and at the place appointed the shares in respect of which the call
or instalment is unpaid will be liable to be forfeited.
(3) 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.
(4) Any share forfeited shall become the property of the Company and
may be re-allotted sold or otherwise disposed of on such terms and
in such manner as the Directors think fit and notwithstanding any
such forfeiture as aforesaid the Directors may at any time before
the forfeited share has been disposed of permit the share so
forfeited to be redeemed upon the terms of payment of all calls and
interest due upon and expenses incurred in respect of the share and
upon such further terms (if any) as they shall think fit. The
Directors may if necessary authorise some person to transfer a
forfeited share to the purchaser thereof.
(5) A record in the minute book of the Company to the effect that a
share has been duly forfeited in pursuance of these articles and
stating the time when it was forfeited shall as against all persons
claiming to be entitled to the share adversely to the forfeiture
thereof be conclusive evidence of the facts therein stated and such
record together with a certificate of proprietorship of the share
under the Seal delivered to the purchaser or allottee thereof shall
constitute a good title to the share and the new holder thereof
shall be discharged from all calls made prior to such purchase or
allotment and shall not be bound to see to the application of the
purchase money nor shall his title to the share be affected by any
past omission or irregularity relating to or connected with the
proceedings in reference to the forfeiture re-allotment sale or
other disposal of the share.
(6) 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 to the Company all moneys which at the date of
the forfeiture were presently payable to the Company by him in
respect of the shares.
(7) The provisions 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.
9. GENERAL MEETINGS
(1) The Company shall hold a general meeting as its annual general
meeting once in every calendar year at such time and such place as
may be determined by the Directors and so
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that not more than eighteen months shall be allowed to elapse
between any two such general meetings provided that so long as the
Company holds its first annual general meeting within eighteen
months of its incorporation it need not hold it in the year of its
incorporation or in the following year.
(2) The above mentioned general meeting shall be called the "Annual
General Meeting". All other general meetings shall be called
"Extraordinary General Meetings".
(3) The Directors may whenever they think fit convene an Extraordinary
General Meeting and Extraordinary General Meetings shall also be
convened on a requisition made in accordance with the Law in
writing and signed by members holding in the aggregate not less
than one-tenth in nominal value of the shares carrying the right to
vote at the meeting. If at any time there are not sufficient
Directors capable of acting to form a quorum any Director or any
member 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
10. PROCEEDINGS AT GENERAL MEETINGS
(1) Twenty-one days' notice at least in the case of an Annual General
Meeting or a meeting for the passing of a special resolution and in
the case of any other general meetings fourteen days' notice at
least (in either case exclusive of the day on which the notice is
deemed to be served and the day for which notice is given)
specifying the place the day and the hour of the meeting and the
general nature of the business to be transacted shall be given in
manner hereinafter mentioned or in such other manner (if any) as
may be prescribed by the Company in general meeting to such persons
as are under the articles entitled to receive such notices from the
Company but the non-receipt of the notice by any such persons shall
not invalidate the proceedings at any general meeting. With the
consent of all the members for the time being entitled to be
present and to vote at an Annual General Meeting such meeting may
be convened on a shorter notice than twenty-one days and in the
case of any other general meeting with the consent of a majority in
number of the members entitled to attend and vote thereat such
majority together holding not less than 95 per centum in nominal
value of the shares which give the right to attend and vote thereat
such meeting may be convened on a shorter notice than either
twenty-one days in the case of a meeting at which a resolution will
be proposed as a special resolution or fourteen days in the case of
any other meeting.
(2) Notice of every general meeting shall be given in accordance with
the provisions of article 25 hereof, but the accidental omission to
give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not
invalidate the proceedings at the meeting.
(3) 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. Two persons entitled to vote upon the business to be
transacted, each being a member or a proxy for a member or a duly
authorised representative of a body corporate, shall be a quorum
provided that if at any time all of the issued shares in the
Company are held by or by a nominee for a holding company, such
single member present in person by duly authorised representative
of a body corporate or by proxy shall constitute a quorum.
(4) Any member may participate in a general meeting by means of a
conference telephone or similar communications equipment whereby
all the members participating in the general meeting can hear each
other and the members participating in this manner shall be deemed
to be present in person at such meeting for all the purposes of
these articles.
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(5) If within half-an-hour from the time appointed for the meeting a
quorum is not present the meeting shall stand adjourned to the
place time and day in the next week to be appointed by the chairman
or if no place time and day is so appointed to the same day in the
next week at the same time and place and if at the adjourned
meeting a quorum as above defined is not present within
half-an-hour from the time appointed for the meeting one member
present or his proxy shall constitute a quorum.
(6) The chairman (if any) of the Directors shall preside as chairman at
every general meeting of the Company or if there is no such
chairman or if he shall not be present within fifteen minutes after
the time appointed for the holding of the meeting or is unwilling
to act the Directors present shall elect one of their number to be
chairman of the meeting.
(7) If at any meeting no Director is willing to act as chairman or if
no Director is present within fifteen minutes after the time
appointed for holding the meeting the members present shall choose
one of their number to be chairman of the meeting.
(8) The chairman may with the consent of any meeting at which a quorum
is present 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.
(9) 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) decided upon by
the chairman or demanded by at least five members having the right
to vote on the question or by any member or members representing at
least one-tenth of the total voting rights of all members having a
right to vote on the question and unless a poll is so demanded a
declaration by the chairman 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 minutes of the
proceedings of the meeting shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against such resolution.
(10) A resolution in writing signed by all the members of the Company
for the time being entitled to receive notice of and to attend and
vote at general meetings or their duly appointed attorneys shall be
as valid and effectual as if it had been passed at a meeting of the
members duly convened and held. Any such resolution may consist of
several documents in the like form signed by one or more of the
members or their attorneys and signature in the case of a corporate
body which is a member shall be sufficient if made by a director
thereof or its duly appointed attorney.
(11) If a poll is duly demanded it shall be taken in such manner as the
chairman directs and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded.
(12) 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.
(13) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the chairman of the meeting
directs.
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(14) A demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on
which a poll has been demanded.
11. VOTES OF MEMBERS
(1) Subject to any special rights restrictions or prohibitions as
regards voting for the time being attached to any shares on a show
of hands every member present in person or by proxy or (in the case
of a corporation) by duly authorised representative shall have one
vote and on a poll every member shall have one vote for each share
of which he is the holder.
(2) In the case of joint holders unless such joint holders shall have
chosen one of their number to represent them and so notified the
Company in writing the vote of the most 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.
(3) Where a member is of unsound mind his curator appointed by the
Royal Court or the person appointed by a court of competent
jurisdiction to administer to his affairs may vote whether on a
show of hands or on a poll and may on a poll vote by proxy.
Evidence to the satisfaction of the Directors of the authority of
such curator or other person may be required by the Directors prior
to any vote being exercised by such curator or other person.
(4) 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 of which he is holder or one of the joint
holders have been paid.
(5) On a poll votes may be given either personally or by proxy.
(6) The instrument appointing a proxy shall be in writing under the
hand of the appointor or of his attorney duly authorised in writing
or if the appointor is a corporation either under its common seal
or under the hand of an officer or attorney so authorised. A proxy
need not be a member of the Company.
(7) 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
office or at such other place as is specified for that purpose by
the notice convening the meeting not less than forty-eight hours
before the time for holding the meeting or adjourned meeting at
which the person named in the instrument proposes to vote or in the
case of a poll not less than forty-eight hours before the time
appointed for taking the poll and in default the instrument of
proxy shall not be treated as valid.
(8) An instrument appointing a proxy shall be in any usual common form
or in any form of which the Directors shall approve.
(9) The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
(10) A vote given or act done in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous
death or insanity of the appointor 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 unless notice in
writing of such death insanity revocation or transfer as aforesaid
shall have been received by the Company at
9
the office before the commencement of the meeting or adjourned
meeting or poll at which the vote was given or the act was done.
12. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
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.
13. APPOINTMENT OF DIRECTORS
(1) The number of Directors shall be not fewer than two. The first
Directors shall be appointed in writing by the subscribers to the
memorandum or a majority of them.
(2) A Director need not be a member in the Company.
(3) Any Director appointed must be an individual ordinarily resident
for tax purposes in the United Kingdom.
(4) Subject to 13(3) the Directors shall have power at any time and
from time to time to appoint subject to the provisions of the Law
any person to be a Director either to fill a casual vacancy or as
an additional Director.
(5) Subject to 13(3) the Company may by ordinary resolution appoint any
person to office as a Director.
14. RESIGNATION DISQUALIFICATION AND REMOVAL OF DIRECTORS
A Director shall cease to hold office if he:
(1) ceases to be a Director by virtue of any provisions of the Law or
becomes prohibited by law from or disqualified by law for being a
director; or
(2) resigns his office by instrument in writing under his hand left at
the office; or
(3) becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(4) is removed by ordinary resolution of the Company; or
(5) ceases to be ordinarily resident for tax purposes in the United
Kingdom; or
(6) is removed by notice to the Company in writing signed by the
holders of more than half the issued shares of the Company and
deposited at the office.
15. ALTERNATE DIRECTORS
(1) Any Director may at his discretion and at any time and from time to
time appoint either another Director or any other person (other
than a person prohibited by law from or disqualified by law or by
these articles for being a director) to act as an alternate
director in his place and may at his discretion remove from office
an alternate director so appointed by him.
10
(2) An alternate director shall (except as regards power to appoint an
alternate and remuneration) be subject in all respects to the terms
conditions and provisions existing with reference to the Directors
and each alternate director while so acting shall exercise and
discharge all the functions powers and duties as a Director of his
appointor in such appointor's absence. In particular, without
prejudice to the generality of the foregoing, an alternate director
shall be entitled to receive the same notice of meetings of
Directors and of all meetings of committees appointed pursuant to
article 18 (5) hereof of which his appointor is a member as his
appointor is entitled to receive and to attend and vote at any such
meetings at which the Director appointing him is not personally
present.
(3) An alternate director shall ipso facto cease to hold office as such
if his appointor ceases for any reason to be a Director or if and
when the term of his appointment expires or if any of the
circumstances described in article 14 (1) (2) and (3) hereof apply
to him.
(4) Any appointment and any removal of an alternate director by his
appointor shall be by notice in writing to the Company and to the
alternate director signed by the Director making or revoking the
appointment.
16. EXECUTIVE DIRECTORS
(1) The Directors may from time to time appoint one or more of their
number to the office of managing director or to any other executive
office under the Company. Any such appointment may be made upon
such terms and for such periods as the Directors may determine. The
appointment of any Director to an executive office shall terminate
if he ceases to be a Director but without prejudice to any claim to
damages for breach of any contract of service between him and the
Company.
(2) The Directors may entrust to and confer upon any managing director
or any director holding any other executive office any of the
powers exercisable by the Directors, upon such terms and conditions
and with such restrictions as they think fit, and either
collaterally with or to the exclusion of their own powers and may
from time to time revoke withdraw alter or vary all or any of such
powers.
17. POWERS OF DIRECTORS
(1) 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 who may exercise all such powers of the Company as are
not by the Law the memorandum of the Company or these articles or
any directions given by special resolution required to be exercised
by the Company in general meeting. No alteration of the memorandum
of the Company or these articles and no such direction shall
invalidate any prior act of the Directors which would have been
valid if that alteration had not been made or that direction had
not been given. The powers given by this article shall not be
limited by any special power given to the Directors by these
articles. A meeting of the Directors at which a quorum is present
may exercise all powers and discretions exercisable by the
Directors.
(2) The Directors may, by power of attorney or otherwise, appoint any
person to be the agent of the Company for such purposes and on such
conditions as they determine, including authority for the agent to
delegate all or any of his powers. A power of attorney may be
executed under the Seal or otherwise as the Directors may resolve.
(3) The Directors may provide benefits, whether by the payment of
gratuities or pensions or by insurance or otherwise, for any
Director who has held but no longer holds any executive office or
employment with the Company or with any body corporate which is or
has been a subsidiary of the Company or a predecessor in business
of the Company or of any such subsidiary, and for any member of his
family (including a spouse and a
11
former spouse) or any person who is or who was dependent on him,
and may (as well before as after he ceases to hold such office or
employment) contribute to any fund and pay premiums for the
purchase or provision of any such benefit.
18. PROCEEDINGS OF DIRECTORS
(1) The Directors may meet together for the despatch of business
adjourn and otherwise regulate their meetings and proceedings as
they think fit and may determine the quorum necessary for the
transaction of business which in default of such determination
shall be two provided that a meeting shall not be quorate unless
all of the Directors counting in the quorum are (i) United Kingdom
resident and (ii) present and attending such meeting in or from the
United Kingdom. A person who holds office only as an alternate
director shall, if his appointor is not present, be counted in the
quorum. A Director who is also appointed an alternate director
shall, if his appointor is not present, be counted as two Directors
for the purpose of making a quorum of Directors when such quorum
exceeds two so that, when the quorum is two, not fewer than two
individuals shall be present.
(2) Any Director may participate in a meeting of the Directors or in a
committee thereof by means of a conference telephone or similar
communications equipment whereby all the Directors participating in
the meeting can hear each other and the Directors participating in
this manner shall be deemed to be present in person at such meeting
for all the purposes of these articles provided however that a
Director may only participate in a meeting of the Directors or a
committee thereof by means of a conference telephone or similar
communications equipment if he is actually present in the United
Kingdom.
(3) A Director may at any time (and the Secretary upon the request of a
Director shall) convene a meeting of the Directors. Questions
arising at any meeting shall be decided by a majority of votes and
in case of an equality of votes the chairman shall have a second or
casting vote. A Director who is also an alternate director shall be
entitled in the absence of his appointor to a separate vote on
behalf of his appointor in addition to his own vote.
(4) The Directors may elect a chairman of their meetings and determine
the period for which he is to hold office but if no such chairman
is elected or if at any meeting the chairman is not present at the
time appointed for holding the same the Directors present shall
choose one of their number to be chairman of such meeting.
(5) The Directors may delegate any of their powers to any committee
consisting of one or more Directors. Any committee so formed shall
in the exercise of the powers so delegated conform to any
regulations that may be imposed upon it by the Directors. The
meetings and proceedings of any such committee shall be governed by
the provisions of these articles regulating the meetings and
proceedings of the Directors so far as the same are applicable and
are not superseded by any regulations made by the Directors under
this article.
(6) All acts done by any meeting of the Directors or of a committee
appointed by the Directors or by any person acting as a Director
shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Directors or
committee or person acting as aforesaid or that they or any of them
were disqualified or had vacated office be as valid as if every
such person had been duly appointed and was qualified and had
continued to be a Director or a member of a committee appointed by
the Directors.
(7) A resolution in writing signed by all the Directors for the time
being entitled to receive notice of a meeting of the Directors, or
by all the members of a committee appointed pursuant to article 18
(5) hereof, shall be as valid and effectual as if it had been
passed at
12
a meeting of the Directors or (as the case may be) at a meeting of
such a committee duly convened and held and may consist of several
documents in the like form each signed by one or more Directors or
(as the case may be) committee members.
(8) The Directors shall be paid out of the funds of the Company their
travelling and other expenses properly and necessarily expended by
them in attending meetings of the Directors (or of committees
appointed pursuant to article 18 (5) hereof) or members or
otherwise on the affairs of the Company. They shall also be paid by
way of remuneration for their services such sum as the Directors
shall determine subject to any rates or limits (if any) fixed by
the Company in general meeting. If any of the Directors shall be
appointed agent or to perform extra services or to make any special
exertions or to go or reside abroad for any of the purposes of the
Company the Directors may remunerate such Director therefor either
by a fixed sum or by commission or participation in profits or
otherwise or partly in one way and partly in another as they think
fit. Such remuneration may be either in addition to or substitution
for his remuneration hereinbefore provided.
(9) The Directors shall cause minutes or records to be made and kept in
books or registers provided for the purpose:
(a) of all appointments of Directors and Secretaries in
accordance with the provisions of the Law;
(b) of all resolutions and proceedings of all meetings of the
Company class meetings of members and meetings of the
Directors and of committees appointed pursuant to article 18
(5) hereof; and
(c) of the names of the persons present at each meeting referred
to in article 18 (9) (b) hereof.
19. DIRECTORS CONFLICTS OF INTEREST
(1) A Director 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 member or otherwise and no
such Director shall be accountable to the Company for any
remuneration or other benefits received by him as a director or
officer of or from his interests in such other company unless the
Company otherwise directs.
(2) No Director shall be disqualified by his office from contracting
with the Company either as vendor purchaser or otherwise nor
subject to the provisions of the Law and article 19 (3) hereof
shall any such contract or any contract or arrangement entered into
by or on behalf of the Company in which any Director shall be in
any way interested be avoided or liable to be set aside.
(3) A Director who has directly or indirectly an interest in a
transaction entered into or proposed to be entered into by the
Company or by a subsidiary of the Company which to a material
extent conflicts or may conflict with the interests of the Company
and of which he has actual knowledge shall disclose to the Company
(by notice to the Directors) the nature and extent of his interest.
Subject thereto any such Director shall not be liable to account to
the Company for any profit or gain realised by him on such
transaction.
(4) A notice in writing given to the Company by a Director that he is
to be regarded as interested in a transaction with a specified
person is sufficient disclosure of his interest in any such
transaction entered into after the notice is given.
13
(5) Subject to article 19 (3) hereof a Director may vote in respect of
any such transaction and if he does so vote his vote shall be
counted and he shall be capable of being counted towards the quorum
at any meeting of the Directors at which any such transaction shall
come before the Directors for consideration.
(6) Subject to the provisions of the Law a Director may hold any other
office or place of profit under the Company in conjunction with his
office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine.
(7) Subject to the provisions of the Law any Director 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.
20. SEAL
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 unless otherwise determined by
resolution of the Directors be signed by one Director. Where the Company
engages in business outside the Island of Jersey the Company may if the
Directors so determine have for use in any country territory or place
outside Jersey an official seal which shall be a facsimile of the Seal
with the addition on its face either of the words "Branch Seal" or the
name of the country territory or place where it is to be used and which
shall be affixed in the same manner as the Seal or as provided under the
Law.
21. SECRETARY
The Secretary shall be appointed by the Directors upon such terms and
subject to such conditions as they may think fit and any Secretary so
appointed may be removed by them.
22. DIVIDENDS AND RESERVE
(1) The Company in general meeting may declare dividends but no
dividend shall exceed the amount recommended by the Directors in
accordance with the respective rights of the members and the
declaration of the Directors as to the amount of the profits shall
be conclusive.
(2) 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. If the share capital is divided into different
classes, the Directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to dividend as
well as on shares which confer preferential rights with regard to
dividend, but no interim dividend shall be paid on shares carrying
deferred or non-preferred rights if, at the time of payment, any
preferential dividend is in arrear. The Directors may also pay at
intervals settled by them any dividend payable at a fixed rate if
it appears to them that the profits available for distribution
justify the payment. Provided the Directors act in good faith, they
shall not incur any liability to the holders of shares conferring
preferred rights for any loss they may suffer by the lawful payment
of an interim dividend on any shares having deferred or
non-preferred rights.
(3) No dividend shall be paid otherwise than out of profits and in
accordance with the provisions of Article 114 of the Law.
(4) Subject to any rights or privileges for the time being attached to
any shares in the capital of the Company having preferential
deferred or other special rights in regard to dividends the profits
of the Company which it shall from time to time be determined to
14
distribute by way of dividend shall be applied in payment of
dividends upon the shares of the Company in proportion to the
amounts paid up thereon respectively otherwise than in advance of
calls.
(5) All dividends shall be apportioned and paid pro rata according to
the amounts paid up on the shares during any portion or portions of
the period in respect of which the dividend is paid except that if
any share is issued on terms providing that it shall rank for
dividend as if paid up (in whole or in part) as from a particular
date (either past or future) such share shall rank for dividend
accordingly.
(6) The Directors may before recommending any dividend set aside out of
the profits of the Company such sums as they think proper as a
reserve or reserves which shall at their discretion be applicable
for any purpose to which the profits of the Company may be properly
applied and pending such application may at the like discretion
either be employed in the business of the Company or be invested in
such investments 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.
(7) The Directors may deduct from any dividend payable to any member
all such sums of money (if any) as may be due and payable by him to
the Company on account of calls or otherwise.
(8) If several persons are registered as joint holders of any share any
one of them may give effectual receipts for any dividend payable on
the share.
(9) Notice of any dividend that may have been declared shall be given
in manner hereinafter mentioned to the person entitled to share
therein.
(10) No dividend shall bear interest against the Company.
(11) Unless otherwise directed any dividend may be paid by cheque or
warrant sent through the post to the registered address of the
member entitled or in the case of joint holders to that one whose
name stands first on the Register in respect of their joint holding
and every cheque or warrant so sent shall be made payable to the
order of the person to whom it is sent and the Company shall not be
responsible for any loss in transmission and payment by cheque or
warrant as provided herein shall be a good discharge to the
Company.
23. CAPITALISATION OF RESERVES ETC.
Subject to any necessary sanction or authority being obtained the Company
in general meeting may at any time and from time to time pass a
resolution that any sum not required for the payment or provision of a
fixed dividend with or without further participation in profits and (a)
for the time being standing to the credit of any reserve fund of the
Company including premiums received on the issue of any shares or
debentures of the Company or (b) being undivided profits in the hands of
the Company be capitalised and that such sum be appropriated as capital
to and amongst the members in the shares and proportions in which they
would have been entitled thereto if the same had been distributed by way
of dividend and in such manner as the resolution may direct and the
Directors shall in accordance with such resolution apply such sum in
paying up in full or in part (where permitted by the Law) any unissued
shares or debentures of the Company on behalf of such members and
appropriate such shares or debentures to and distribute the same credited
as fully paid up or partly paid up (where permitted by the Law) amongst
them in the proportions aforesaid in satisfaction of their shares and
interests in the said capitalised sum or shall apply such sum or any part
thereof on behalf of such members in paying up the whole or part of any
uncalled balance which shall for the time being be unpaid in respect of
any issued shares or debentures held by them. Where any difficulty arises
in respect of any
15
such distribution the Directors may settle the same as they think
expedient and in particular they may fix the value for distribution of
any fully paid up shares or debentures make cash payments to any members
on the footing of the value so fixed in order to adjust rights and vest
any such shares or debentures in trustees upon such trusts for or for the
benefit of the persons entitled to share in the appropriation and
distribution as may seem just and expedient to the Directors.
24. ACCOUNTS AND AUDITORS
(1) The Directors shall cause accounting records to be kept which are
sufficient to show and explain the Company's transactions and are
such as to disclose with reasonable accuracy at any time the
financial position of the Company at that time and enable the
Directors to ensure that any accounts prepared by the Company
comply with the requirements of the Law.
(2) The accounting records shall be kept at the office or at such other
place or places as the Directors think fit and shall always be open
to the inspection of the Directors the Secretary and any liquidator
of the Company provided that if such records are kept outside the
Island returns with respect to the business dealt with in such
records shall be sent to and kept in the Island where they must at
all times be open to the inspection of the Directors the Secretary
and any liquidator of the Company and must be such as to disclose
with reasonable accuracy the financial position of the business in
question at intervals of not more than six months and enable the
Directors to ensure that any accounts prepared by the Company
comply with the requirements of the Law. Subject to the provisions
of the Law such accounting records shall be preserved for a period
of at least ten years from the date on which they are made.
(3) The Directors shall determine and may vary the accounting reference
date for the Company by resolution of the Directors and shall cause
to be prepared accounts for the Company for periods of not more
than eighteen months (a) beginning on the date of incorporation of
the Company or (b) if the Company has previously prepared a profit
and loss account beginning at the end of the period covered by the
most recent account or (c) if the Company has not prepared such an
account for a period ending within twelve months before the entry
into force of Article 104 of the Law beginning on a date to be
determined by the Directors not later than the date of the entry
into force of Article 104. Such accounts shall be prepared in
accordance with generally accepted accounting principles and show a
true and fair view of the profit or loss of the Company for the
period and of the state of the Company's affairs at the end of the
period and comply with any other requirements of the Law.
(4) The Company's accounts shall be approved by the Directors and
signed on their behalf by at least one Director.
(5) Within seven months after the end of the financial period the
accounts of the Company for that period shall be prepared examined
and reported on by auditors and laid before a general meeting with
a copy of the auditors' report.
(6) Within seven months after the end of each financial period, the
Directors shall deliver to the registrar a copy of the accounts for
that period signed by one of the Directors on behalf of them all
and a copy of the auditors' report thereon together with certified
correct translations where such documents are not produced in the
English language.
(7) Auditors shall be appointed for the Company under the provisions of
the Law to examine and report in accordance with the Law on the
accounts of the Company. The provisions of the Law shall govern
inter alia the powers and duties of the auditors the auditors'
report on the accounts of the Company and the re-appointment
removal and replacement of the auditors.
16
25. NOTICES
(1) Any notice to be given to or by any person pursuant to these
articles shall be in writing save that a notice calling a meeting
of the Directors need not be in writing.
(2) A notice may be given by the Company to any member personally or by
sending it either by post to him at his registered address or to
the address supplied by him to the Company for the giving of
notices to him or by sending it by facsimile to him at any
facsimile number supplied by him to the Company specifically for
the purpose of serving formal notices on him.
(3) A member present, either in person or by proxy, at any meeting of
the Company or of the holders of any class of shares in the Company
shall be deemed to have received due notice of the meeting and,
where requisite, of the purposes for which it was called.
(4) Any notice shall be deemed to have been served in the case of
posting in the Island of Jersey to an address in the Island on the
second day following the date of posting and in the case of posting
in the Island to an address outside the Island on the fifth day
following the date of posting. In the case of service of any notice
by facsimile such notice shall be deemed to have been served
immediately on transmission of such notice.
(5) In proving service of any notice by post it shall be sufficient to
prove that the notice was properly addressed stamped and posted. In
the case of service of any notice by facsimile it shall be
sufficient to prove receipt by the sender of a confirmed facsimile
transmission report.
(6) A notice may be given by the Company to the joint holders of a
share by giving notice to the joint holder named first in the
Register in respect of the share.
(7) A notice may be given to the guardian of a minor member or to the
curator appointed by the Royal Court or other person appointed by a
court of competent jurisdiction to administer to the affairs of any
member of unsound mind or 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 such persons by
name or by the title of guardian or curator appointed by the Royal
Court or other person appointed by a court of competent
jurisdiction to administer to the affairs of such member of unsound
mind or representatives of the deceased or trustee of the bankrupt
or by any like description at the address supplied for the purpose
by such persons. Until such an address has been supplied, a notice
may be given in any manner in which it might have been given if the
member in question had not been a minor or of unsound mind, or if
the death or bankruptcy of the member in question had not occurred.
(8) Subject to the provisions of these articles, notice of every
general meeting shall be given to every member, to each Director
and to such other persons as the Directors shall at any time and
from time to time determine.
26. WINDING UP
(1) Subject to the claims of any secured creditors and to the
provisions of any enactment as to preferential payments the
Company's property shall on winding up be realised and applied in
satisfaction of the Company's liabilities pari passu and subject
thereto any surplus shall then be distributed amongst the members
according to their rights and interests in the Company. Subject to
the rights of the holders of shares issued upon special conditions
if the assets available for distribution to members shall be
insufficient to pay the whole of the paid up capital such assets
shall be shared on a pro rata basis
17
amongst members by reference to the number of fully paid up shares
held by each member respectively at the commencement of the winding
up.
(2) If the Company shall be wound up the liquidator or where there is
no liquidator the Directors may with the sanction of a special
resolution divide amongst the members in specie any part of the
assets of the Company or vest the same in trustees upon such trusts
for the benefit of the members as the liquidator or the Directors
(as the case may be) with the like sanction shall think fit.
27. INDEMNITY
(1) Every Secretary agent servant and employee of the Company shall be
indemnified by the Company against and it shall be the duty of the
Directors out of the funds of the Company to pay the costs charges
losses liabilities damages and expenses which any such person may
incur in the course of the discharge by him of his duties as
Secretary agent servant or employee of the Company as the case may
be provided that this indemnity shall not be applicable in
circumstances where any such person has incurred such costs charges
losses liabilities damages and expenses through his own fraud
wilful misconduct or gross negligence.
(2) In so far as the Law allows every present or former officer of the
Company shall be indemnified out of the assets of the Company
against any loss or liability incurred by him by reason of being or
having been such an officer.
(3) The Directors are empowered to arrange for the purchase and
maintenance in the name and at the expense of the Company of
insurance cover for the benefit of any officer or former officer of
the Company the Secretary and any agent servant or employee of the
Company against any liability which is incurred by any such person
by reason of the fact that he is or was an officer of the Company
the Secretary or an agent servant or employee of the Company.
18
- -------------------------------------------------------------------------------
Names and addresses Common seals
of subscribers
- -------------------------------------------------------------------------------
Premier Circle Limited The common seal of
26 New Street Premier Circle Limited
St. Helier was hereunto affixed in the
Jersey presence of:
Channel Islands.
....................................Director
....................................Director/
Secretary
Second Circle Limited The common seal of
26 New Street Second Circle Limited
St. Helier was hereunto affixed in the
Jersey presence of:
Channel Islands.
....................................Director
....................................Director/
Secretary
Witness to all the above signatures:
Signature: ................................
Full name: .....................................
26 New Street
St. Helier
Jersey
Channel Islands.
19