Attached files
| file | filename |
|---|---|
| S-1/A - VIASPACE S1/A - VIASPACE Green Energy Inc. | viaspace_s1a6.htm |
| EX-5.1 - OPINION - VIASPACE Green Energy Inc. | viaspace_s1a-ex0501.htm |
| EX-10.12 - AMENDMENT TO SECURITIES PURCHASE AGREEMENT - VIASPACE Green Energy Inc. | viaspace_s1a-ex1012.htm |
| EX-10.11 - AMENDMENT #4 TO SPA - VIASPACE Green Energy Inc. | viaspace_s1a6-ex1011.htm |
| EX-23.2 - CONSENT - VIASPACE Green Energy Inc. | viaspace_s1a6-ex2302.htm |
| EX-23.1 - CONSENT - VIASPACE Green Energy Inc. | viaspace_s1a6-ex2301.htm |
Exhibit 3.1
BC#
1489717
Territory
of the British Virgin Islands
The BVI
Business Companies Act, 2004
MEMORANDUM
AND ARTICLES
OF
ASSOCIATION
of
VIASPACE
Green Energy Inc.
Incorporated
this 1st Day of July, 2008
(Amended
and restated on this 10th day of November, 2008)
CCS
MANAGEMENT LIMITED
263 Main
Street, P.O. Box 2196
Road
Town, Tortola, British Virgin islands
Fax:
1-284-494-5759 Tel: l -284-494-2382
email:
mail@cestrustees.com
TERRITORY
OF THE BRITISH VIRGIN ISLANDS
THE
BV1 BUSINESS COMPANIES ACT, 2004
MEMORANDUM
OF ASSOCIATION
OF
VIASPACE
Green Energy Inc.
A
COMPANY LIMITED BY SHARES
|
1.
|
NAME
|
The name
of the Company is VIASPACE Green Energy Inc..
|
2.
|
INCORPORATION
|
The
Company is incorporated as a company limited by shares.
|
3.
|
REGISTERED
OFFICE
|
The first
registered office of the Company shall he situated at the office of the first
Registered Agent at CCS Management Limited, 263 Main Street, P.O. Box 2196, Road
Town, Tortola, British Virgin Islands.
|
4.
|
REGISTERED
AGENT
|
The first
registered agent of the Company shall be at CCS Management Limited, 263 Main
Street. P.O. Box 2196, Road Town, Tortola, British Virgin Islands.
|
5.
|
OBJECTS AND
POWERS
|
|
(a)
|
The
object for which the Company is incorporated is to engage without
limitation in any act
or activities which are not prohibited under any law for the time being in
force in the British Virgin
Islands.
|
|
(b)
|
The
Company shall have fill capacity, power, right, and privilege
to:
|
|
|
(i)
|
engage
in any business or businesses whatsoever, or in any act or activities
which are not prohibited under any law for the time being in force in the
British Virgin Islands:
|
|
|
(ii)
|
carry
on business with persons resident in the British Virgin
Islands;
|
|
|
(iii)
|
carry
on banking or trust business, pursuant to a license issued to it under the
Banks and Trust Companies Act, 1990 and to act as trustee of a Virgin
Islands Special Trust;
|
|
|
(iv)
|
carry
on business as an insurance company or as a reinsurance company, insurance
agent, or insurance broker, pursuant to a license issued to it under the
insurance Act, 1994;
|
|
(v)
|
carry
on the business of company management pursuant to a license issued to
itunder
the Company Management Act, 1990;
|
1
|
(vi)
|
act
as a custodian of shares in a company incorporated under the laws of the
British Virgin Islands, pursuant to a license issued to it under the
Financial Services Commission Act,
2001;
|
|
(vii)
|
issue,
cancel, and hold treasury shares, grant options over unissued shares in
the Company and treasury shares, issue securities that are converted into
shares, and give financial assistance to any person in connection with the
acquisition of its own shares:
|
|
(viii)
|
issue
debentures, guarantee a liability or obligation of any person and secure
any of its obligations by mortgage, pledge or other charge of any of its
assets;
|
|
|
(ix)
|
protect
the assets of the Company for the benefit of the Company, its creditors
and its members and, at the discretion of the directors, for any person
having a direct or indirect interest in the
Company;
|
|
|
(x)
|
buy,
sell, underwrite, invest in, exchange or otherwise acquire and hold,
manage, develop, deal with and turn to account any bonds, debentures,
shares, (whether fully paid or not) stocks, options, commodities, futures,
forward contracts, notes or securities of Governments, States,
municipalities, public authorities or public or private limited or
unlimited companies in any part of the world, precious metals, gems, works
of art and other articles of value and whether on a cash or margin basis
and including short sales, and to lend money against the security of any
of the aforementioned property;
|
|
|
(xi)
|
buy,
own, hold, subdivide, lease, sell, rent, prepare building sites,
construct, reconstruct, alter, improve, decorate, furnish, operate,
maintain, reclaim or otherwise deal with and/or develop land and buildings
and otherwise deal in real estate in all its branches, make advances upon
the security of land or houses or other property or any interest therein,
and whether erected or in course of erection and whether on first mortgage
or charge or subject to prior mortgage or charge, and to develop land and
buildings as may seem expedient to the
Company:
|
|
|
(xii)
|
borrow
or raise money by the issue of debentures, debenture stock (perpetual or
terminable), bonds, mortgages, or any other securities founded or based
upon all or any of the assets or property of the Company or without any
such security and upon such terms as to priority or otherwise as the
Company may think fit:
|
|
(xiii)
|
do
all such other things as are incidental to, or which the company may think
conducive to the attainment of all the above objects, powers, rights and
privileges.
|
|
(c)
|
For
the purposes of section 9(4) of the Act, there are no limitations on the
businesses thatthe
Company may carry on.
|
|
6.
|
SHARES IN THE
COMPANY
|
|
(1)
|
The
Company shall be authorised to issue a maximum of 50,000,000 shares with a
par value of US$0.001 each.
|
|
(2)
|
The
shares in the Company shall be issued in the currency of the United States
of America.
|
|
(3)
|
Shares
in the Company shall he issued as registered shares
only.
|
|
(4)
|
The
shares may be divided into such number of classes and series as the
directors or members may by resolution from time to time determine, and
until so divided shall comprise one class and
series.
|
|
(5)
|
The
Company shall not be authorized to issue bearer shares; convert registered
shares to bearer shares: nor exchange registered shares for bearer
shares.
|
2
|
7.
|
DESIGNATIONS, RIGHTS,
PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING
TO SHARES
|
The
directors or members shall by resolution have the power to issue any class or
series of shares that the Company is authorized to issue, with or subject to any
designations, powers, preferences. rights, qualifications, limitations and
restrictions.
|
8.
|
VARIATION OF CLASS
RIGHTS
|
If at any
time the number of shares which the Company is authorised to issue 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) shall
whether or not the Company is being wound up, be varied by a resolution with the
consent in writing of the holders of a majority in excess of 50% of the issued
shares of that class and of the holders of not less than 30% of the issued
shares of any other class of shares which may be affected by such
variation.
|
9.
|
RIGHTS NOT VARIED BY THE ISSUE
OF SHARES PARI PASSU
|
Rights
conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varied by the creation or
issue of such further shares ranking pari passu therewith.
|
10.
|
AMENDMENTS
|
|
(1)
|
The
Company may by resolution of the members or directors, amend this
Memorandum of Association and the Articles of Association of the
Company.
|
|
(2)
|
Amendments
to this Memorandum of Association and to the Articles of Association may
include changing the name of the Company; and increasing the number of
shares which the Company is authorised to
issue.
|
|
(3)
|
No
amendment may be made by a Resolution of
Directors:
|
|
|
(i)
|
to
restrict the rights or powers of members to amend the memorandum of
association or the articles of
association;
|
|
|
(ii)
|
to
change the percentage of members required to pass a resolution of members
to amend the memorandum of association or articles of
association;
|
|
|
(iii)
|
to
clauses 7, 8, 9, and 10 of this
Memorandum;
|
|
|
(iv)
|
to
prohibit members from amending the memorandum of association or articles
of association; and
|
|
|
(v)
|
to
Regulations 122, 126 or 127 of the Articles of Association of the
Company.
|
|
(4)
|
Where
a resolution is passed to amend the memorandum or articles of Association,
theCompany
shall file for registration with the Registrar of Corporate
Affairs:
|
|
|
(i)
|
a
notice of amendment in the approved form;
or
|
|
|
(ii)
|
a
restated memorandum or articles of association incorporating the
amendments made.
|
3
We, the
undersigned Registered Agent, CCS Management Limited of Sea Meadow House,
Blackburne Highway, Road Town, Tortola, British Virgin Islands, fir the purpose
of incorporating a BVI Business Company under the BVI Business Companies Act,
hereby sign these Memorandum of Association the 1st day o July,
2008.
Incorporator:
(Sd.)
Viola
Salomon
Viola
Salomon
Authorised
Signatory
CCS
Management Limited
Sea
Meadow House
Blackburne
Highway
Road
Town, Tortola
British
Virgin islands
4
TERRITORY
OF THE BRITISH VIRGIN ISLANDS
BVI
BUSINESS COMPANIES ACT, 2004
ARTICLES
OF ASSOCIATION
OF
VIASPACE
Green Energy Inc.
A
COMPANY LIMITED BY SHARES
INTERPRETATION
|
1.
|
References
in these Articles to the "Act" shall mean the BVI Business Companies Act,
2004. and shall include amendments to the Act and such regulations as may
from time he made under the Act.
|
|
2.
|
(1)
|
The
Hollowing Regulations shall constitute the Articles of the
Company.
|
|
(2)
|
In
these Articles words and expressions defined in the Act shall have the
same meaning.
|
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(3)
|
Unless
otherwise required by the context, the singular shall include the plural
and vice versa, and the masculine gender shall include the feminine and
the neuter genders.
|
|
(4)
|
References
to "person" shall include corporations and all other entities which are
capable of having a legal
existence.
|
ISSUE
OF SHARES AND VARIATION OF RIGHTS
|
3.
|
(1)
|
Subject
to the provisions of these Articles, the unissued shares of the Company
shall be at the disposal of the directors who may offer, allot, grant
options over, or otherwise dispose of than to such persons at such times
and for such consideration, and upon such terms and conditions as the
directors may determine.
|
|
(2)
|
Section
46 of the Act in respect of pre-emptive rights shall not apply to the
issue, allotment, transfer, purchase, redemption, or acquisition of shares
in the Company.
|
|
(3)
|
The
Company shall not be authorized to issue bearer shares; convert registered
shares to hearer shares; or exchange registered shares for bearer
shares.
|
|
(4)
|
The
directors shall issue no shares for a consideration other than money,
unless the directors have passed a resolution
stating:
|
|
(a)
|
the
amount to he credited for the issue of the
Shares;
|
|
(b)
|
their
determination of the reasonable present cash value of the non-money
consideration for the issue:
and
|
|
|
(c)
|
that,
in their opinion, the present cash value of the non money consideration
for the issue is not less that the amount to be credited for the issue of
the Shares.
|
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(5)
|
The
directors shall not issue a share for consideration which shall he less
than the par value of the
share.
|
|
4.
|
The
directors may issue shares in the Company with such preferred, deferred or
other special rights or such restrictions, whether in regard to dividend,
voting, return of capital or otherwise as the directors may
determine.
|
5
|
5.
|
The
Company shall keep and maintain a register of members which shall contain
the following:
|
|
(a)
|
the
names and addresses of the persons who hold registered shares in the
Company;
|
|
(b)
|
the
number of each class and series of shares held by each
shareholder;
|
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(c)
|
the
date on which the name of each shareholder was entered in the register of
members; and
|
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(d)
|
the
date on which a person ceased to be a shareholder of the
Company.
|
|
6.
|
(1)
|
Every
person whose name is entered as a member in the register of members, being
the holder of shares and every person to whom a bearer share in the
Company has been issued shall, without payment, be entitled to a
certificate signed by two directors or two officers or by one director or
one officer of the Company or under the common seal of the Company with or
without the signature of any director or officer of the
Company.
|
|
(2)
|
The
certificate shall specify the share or shares held and the par value
thereof (if any) 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 he sufficient delivery to
all.
|
|
(3)
|
If
a certificate is worn out or lost it may be renewed on production of the
worn out certificate, or on satisfactory proof of its loss together with
such indemnity as the directors may reasonably
require.
|
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(4)
|
Any
member receiving a share certificate shall indemnify and hold the Company
and its officers harmless from any loss or liability which it or they may
incur by reason of wrongliAl or fraudulent use or representation made by
any person by virtue of the possession of such a
certificate.
|
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7.
|
A
share issued by the Company upon conversion of, or in exchange for,
another share or a debtobligation
or other security in the Company, shall he treated for all purposes as
having been issued for money equal to the consideration received or deemed
to have been received by the Company in respect of the other share, debt
obligation or security.
|
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8.
|
The
Company may issue tractions of a share and a fractional share shall have
the same corresponding fractional liabilities, limitations, preferences,
privileges, qualifications, restrictions, rights and other attributes of a
whole share of the same class or series of
shares.
|
|
9.
|
The
consideration in respect of the shares constitutes capital to the extent
designated by the directors and the excess constitutes surplus, except
that the directors must designate as capital an amount of the
consideration that is at least equal to the amount that the share is
entitled to as a preference, if any, in the assets of the Company upon
liquidation of the Company.
|
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10.
|
Subject
to the provisions of the Act, shares may be issued on the terms that they
are redeemable, or at the option of the Company be liable to be redeemed
on such terms and in such manner as the directors before or at any time of
the issue of the shares may
determine.
|
ACQUISITION
OF OWN SHARES AND REDEMPTION OF SHARES
| 11. |
(1)
|
The
directors may, in accordance with the Act, on behalf of the Company
purchase, redeem, or otherwise acquire any of the Company's own shares for
such consideration as they consider hit, and may either cancel or hold
such shares as treasury
shares.
|
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(2)
|
The
directors may dispose of any shares held as treasury shares on such terms
and conditions as they may from time to lime determine. Shares may be
purchased or otherwise acquired in exchange for newly issued shares in the
Company.
|
|
(3)
|
The
directors may redeem any such share at a
premium.
|
6
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(4)
|
The
directors shall by resolution determine whether sections 60, 61, and 62 of
the Act shall apply to the acquisition of
shares.
|
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(5)
|
Upon
cancellation of a share, the amount included as capital of the Company
with respect to that share shall be deducted from the capital of the
Company.
|
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12.
|
Except
as required by law, no person shall be recognized by the Company as
holding any share upon any trust, and the Company shall not he hound by or
be compelled in any way to recognize (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.
|
NOTICE
OF TRUST
|
13.
|
No
notice of a trust, whether expressed, implied or constructive, shall be
entered in the registerof
members.
|
TRANSFER
OF SHARES
|
14.
|
(1)
|
Shares
in the Company may be transferred by a written instrument signed by the
transferor and containing the name and address of the transferee or such
other manner or form and subject to such evidence as the directors shall
consider appropriate.
|
|
(2)
|
The
instrument of transfer shall be signed by the transferee if registration
as a holder of the share imposes a liability to the Company on the
transferee.
|
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(3)
|
file
instrument of transfer of a registered share shall he sent to the Company
for registration.
|
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15.
|
(1)
|
The
Company shall register a transfer of shares by entering the name of the
transferee of the shares in the register of members, if the directors are
satisfied.
|
|
(2)
|
If
the directors of the Company are satisfied that an instrument of transfer
relating to Shares has been signed but that the instrument has been lost
or destroyed, they may resolve by
Resolution:
|
|
(a)
|
to
accept such evidence of the transfer of shares as they consider
appropriate; and
|
|
(b)
|
that
the transferee's name should be entered in the register of members
notwithstanding the absence of the instrument of
transfer_
|
TRANSMISSION
OF SHARES
|
16.
|
(1)
|
The
personal representative of a deceased member, the guardian of an
incompetent member, or the trustee of a bankrupt member shall be the only
person recognized by the Company as having any title to his
share.
|
|
(2)
|
Such
personal representative, guardian or trustee shall not be entitled to
exercise any rights as a member of the Company until that person has
proceeded in the manner set out
below.
|
|
(3)
|
The
production to the Company of any document which is evidence
of:
|
|
(a)
|
a
grant of probate of the will, or grant of letters of administration of the
estate, or confirmation of the appointment as executor, of a deceased
member; or
|
|
(b)
|
the
appointment of a guardian ()fan incompetent member;
or
|
|
(c)
|
the
trustee of a bankrupt member;
or
|
|
(d)
|
any
other documentation providing reasonable evidence of the applicants
beneficial ownership of the shares, shall be accepted by the
Company.
|
7
|
(4)
|
If
the deceased, incompetent member or bankrupt member is domiciled outside
the British Virgin islands the Company shall accept the documents referred
to in sub-regulation (1) above, if such documents are issued by a foreign
court which had competent jurisdiction in the
matter.
|
|
(5)
|
For
the purposes of establishing whether or riot a foreign court had competent
jurisdiction in the matter the directors may obtain appropriate legal
advice.
|
|
(6)
|
The
directors may also require an indemnity to be given by the personal
representative, Guardian, or trustee of the
member_
|
|
17.
|
An
application by any such person to he registered as a member shall for all
purposes be deemed to be a transfer of shares of the deceased,
incompetent, or bankrupt member and the directors shall treat it as
such.
|
|
18.
|
Any
person who has become entitled to a share in consequence of the death,
incompetence, or bankruptcy of any member may, instead of being registered
himself, request in writing that some person to he named by him be
registered as the transferee of such share and such request shall
likewise be treated as if it were a
transfer.
|
|
19.
|
What
amounts to incompetence on the part of a person is a matter to be
determined by the court having regard to all the relevant evidence and the
circumstances of the case.
|
LIEN
|
20.
|
(1)
|
The
Company shall have a first and paramount lien on every share which has
been registered in the name of a member, whether singly or jointly with
any other person, for all the debts incurred before or after the notice to
the Company of any interest of any person other than such member, and
whether the time fur the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts
or liabilities of such member or his estate and any other person, whether
a member of the Company or
not.
|
|
(2)
|
The
Company's lien on a share shall extend to all dividends payable
thereon.
|
|
(3)
|
The
directors may at any time either generally, or in any particular case,
waive any lien that has arisen or may declare any share to be wholly or in
part exempt from the provisions of this
regulation.
|
|
21.
|
The
Company may sell, in such manner as the directors may by resolution
determine, any share on which the Company has a lien, but no sale shall be
made unless the sum in respect of which the lien exists is payable nor
until the expiration of twenty one days after a notice in writing,
demanding payment of the sum payable and giving notice of the intention to
sell in default of such payment, has been served on the holder of the
share for the time being.
|
|
22.
|
(1)
|
The
net proceeds of the sale by the Company of any share on which it has a
lien shall be applied in or towards payment in respect of which the lien
exists so far as the same is payable and any residue shall (subject to a
like lien for debts or liabilities not payable as existed upon the share
prior to the sale) he paid to the holder of the share immediately before
such sale.
|
|
(2)
|
For
giving effect to any such sale the directors may authorise some person to
transfer the share sold to the purchaser
thereof.
|
|
(3)
|
The
purchaser shall he registered as the holder of the share and he shall not
be bound to see the application of the purchase money, nor shall his title
to the share be affected by any irregularity or invalidity in the
proceedings in reference to the
sale.
|
8
MEETINGS
OF MEMBERS
|
23.
|
The
directors shall convene meetings of the members of the Company at such
times and in such manner and place as the directors consider necessary or
desirable, and they shall convene such a meeting upon the written request
of members holding no less than 30% of the votes of the issued voting
shares in the Company.
|
|
24.
|
Seven
days' notice at the least specifying the place, the day and the hour of
the meeting and general nature of the business to be conducted shall be
given in the manner hereinatier mentioned to such persons whose names on
the date the notice is given appear as members in the register of members
of the Company and who are entitled to
vote.
|
|
25.
|
A
meeting of the members shall be deemed to have been validly held,
notwithstanding that it is held in contravention of the requirement to
give notice.
|
|
26.
|
Notice
of the meeting is waived by an absolute majority in number of the members
having a right to attend and vote at the
meeting.
|
|
27.
|
The
inadvertent failure of the directors to give notice of a meeting to a
member, or the fact that a member has riot received the notice, does not
invalidate the meeting.
|
|
28.
|
A
meeting of the members may on the application of a member or director of
the Company be ordered by the Court
if:
|
|
(a)
|
it
is impracticable to call or conduct a meeting of the members of a company
in the manner specified in the Act or in these Articles;
or
|
|
(b)
|
it
is in the interest of the members of the Company that a meeting of members
is held.
|
PROCEEDINGS AT MEETINGS OF
MEMBERS
|
29.
|
No
business shall he transacted at any meeting unless a quorum of members is
present at the time when the meeting proceeds to business. A quorum shall
consist of the holder or holders present in person or by proxy of a
majority of more than 50% of the voting
shares.
|
|
30.
|
If
within half an hour from the time appointed for the meeting, a quorum is
not present, the meeting shall be
dissolved.
|
|
31.
|
At
every meeting the members present shall choose someone of their number to
be the chairman. If the members are unable to choose a chairman for any
reason, then the person representing the greatest number of shares
entitled to vote and who is present at the meeting shall preside as
chairman failing which the oldest individual person shall take the
chair.
|
|
32.
|
The
chairman may, with the consent of the meeting, adjourn any meeting from
time to time, and from place to place, but no business shall he transacted
at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took
place.
|
|
33.
|
At
any meeting, a resolution put to the vote shall he decided on a show of
hands by a simple majority unless a poll is (before or on the declaration
of the result of the show of hands)
demanded:
|
|
(a)
|
by
the chairman; or
|
|
(b)
|
by
any member present in person, voting trustee, committee or by proxy and
representing not less than one tenth of the shares entitled to
vote.
|
|
34.
|
Unless
a poll he so demanded, a declaration by the chairman that a resolution
has, on a show of hands, been carried, and an entry to that effect in the
book containing the minutes of the proceedings of the Company, shall he
sufficient evidence of the fact, without proof of the number or proportion
of the votes recorded in favour of or against such
resolution.
|
9
|
35.
|
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.
|
|
36.
|
The
demand for a poll may be
withdrawn.
|
|
37.
|
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 he entitled to a second or casting
vote.
|
VOTES
OF MEMBERS
|
38.
|
At
any meeting of members whether on a show of hands or on a poll, every
member entitled to vote and who is present in person, by a voting trustee,
by a committee, or by proxy shall have one vote for every voting share of
which he is the holder.
|
|
39.
|
A
member may be represented at a meeting of members by a voting trustee, by
a committee, or by proxy who may speak and vote on behalf of that
member.
|
|
40.
|
A
resolution which has been notified to all members and which has been
approved by a majority in excess of 50% of the votes of those members in
the form of one or more documents in writing or by telex, telegram, cable,
or other written electronic communication shall forthwith, without the
need for any notice, become effectual as a resolution of the
members.
|
|
41.
|
If
a committee shall be appointed for any member who is entitled to vote and
who is of unsound mind that member may vote by his
committee.
|
|
42.
|
If
two or more persons are jointly entitled to a share or shares and if more
than one of such persons shall vote in person or by voting trustee or by
committee or by proxy at any meeting of members, the vote of that person
whose name appears first among such voting joint holders in the register
of members shall alone be counted.
|
|
43.
|
The
instrument appointing a proxy shall be in such form as the chairman of the
meeting shall accept as properly evidencing the wishes of the member
appointing the proxy.
|
|
44.
|
The
instrument appointing a proxy shall he in writing under the hand of the
appointer unless the appointer is a corporation or other form of legal
entity other than one or more individuals holding as joint owners in which
case the instrument appointing a proxy shall be in writing tinder the hand
of an individual duly authorised by such corporation or legal entity to
execute the same.
|
|
45.
|
The
chairman of any meeting at which a vote is cast by proxy so authorised may
call for a notarially certified copy of such authority which shall be
produced within seven days of being so requested or the vote or votes cast
by such proxy shall be disregarded.
|
|
46.
|
The
instrument appointing a proxy shall be produced at the place appointed for
the meeting before the time for holding the meeting at which the person
named in such instrument proposes to
vote.
|
|
47.
|
A
member of the Company shall be deemed to be present at a meeting of
members if:
|
|
(a)
|
he
participates by telephone or other electronic means;
and
|
|
(b)
|
all
members participating in the meeting are able to hear each
other.
|
CORPORATIONS ACTING BY
REPRESENTATIVES AT MEETINGS
|
48.
|
A
corporation or other form of corporate legal entity which is a member of
the Company nay 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 members of the Company, and the person so authorised shall
be entitled to exercise the same powers on behalf of the corporation which
lie represents as that corporation could exercise if it were an individual
member of the Company.
|
10
|
49.
|
An
action that may be taken by members of the Company at a meeting of members
may also be taken by a resolution of members consented to in writing, or
by telex, telegram, cable, or other written electronic communication
without the need for any
notice.
|
|
50.
|
A
resolution consented to in writing may consist of several documents
including electronic communication in like form each signed or assented to
by one or more members.
|
DIRECTORS
|
51.
|
The
number of the directors shall he not less than one nor more than
fifteen.
|
|
52.
|
(1)
|
The
first director or directors shall be appointed by the first Registered
Agent of the Company within such time after the date of incorporation of
the Company as may be prescribed by law. Thereafter, the directors shall
be elected by the directors or members who are entitled to vote for such
period.
|
|
(2)
|
Where
the Company has only one member who is an individual and that member is
also the sole director of the Company, that sole member/director, may by
instrument in writing, nominate a person who is not disqualified from
being a director of the Company under the Act, as a reserve director of
the Company to act in place of the sole director on the event of the death
of the sole director/member.
|
|
(3)
|
The
nomination of a person as a reserve director of the Company shall cease
if:
|
|
(a)
|
before
the death of the sole director/member who nominated him
|
|
(b)
|
he
resigns as the reserve director; or
|
|
(c)
|
the
sole member/director revokes the nomination in
writing.
|
|
(d)
|
the
sole member/director who nominated him ceases to be the sole
member/director of the Company for any reason other than his
death.
|
|
53.
|
The
directors shall only be removed by the directors or
members.
|
|
54.
|
A
person shall not be appointed as a director or he nominated as a reserve
director of the Company unless that person has consented in writing to be
a director or to be a reserve
director.
|
|
55.
|
The
Company shall maintain a register of directors which shall
contain;
|
|
(a)
|
the
names and addresses of the persons who are directors of the Company or the
person who has been nominated as a reserve director of the
Company;
|
|
(b)
|
the
date on which each person whose name is entered in the register was
appointed as a director of the Company or was nominated as a director of
the Company;
|
|
(c)
|
the
date on which each person named as a director or was nominated as a
reserve director ceased to be a director of the Company or a reserve
director of the Company; and
|
|
(d)
|
such
other information as may be
prescribed.
|
|
56.
|
Each
director holds office until his successor takes office or until his
earlier death, resignation, or
removal.
|
|
57.
|
A
vacancy in the hoard of directors may he filled by a resolution of the
directors or a resolution of the members who are entitled to
vote.
|
11
|
58.
|
The
office of director shall be vacated if the
director:
|
|
(a)
|
is
removed from office by a resolution of
members;
|
|
(b)
|
becomes
bankrupt or makes any arrangement or composition with his creditors
generally;
|
|
(c)
|
becomes
of unsound mind, or of such infirm health as to be incapable of managing
his affairs; or
|
|
(d)
|
resigns
his office by a notice in writing to the Company;
or
|
|
(e)
|
dies.
|
|
59.
|
(1)
|
A
director shall not require a share qualification, but nevertheless shall
be entitled to attend and speak at any meeting of the
members.
|
|
(2)
|
A
trustee of designated shares in the Company which are held under a Virgin
Islands Special Trust shall not be a director of the
Company.
|
|
60.
|
(1)
|
A
director by writing under his hand deposited at the Registered Office of
the Company, may from time to time appoint another director or another
person to be his alternate.
|
|
(2)
|
Every
such alternate shall he entitled to be given notice of meetings of the
directors and to attend and vote as a director at any such meeting at
which the director appointing him is not personally present and generally
at such meeting to have and exercise all the powers, rights, duties and
authorities of the director appointing
him.
|
|
61.
|
Every
such alternate shall be deemed to be an officer of the Company and shall
not be deemedto
be an agent of the director appointing
him.
|
|
62.
|
If
undue delay or difficulty would be occasioned by giving notice to a
director of a resolution ofwhich
his approval is sought, his alternate (if any) shall he entitled to
signify approval of the same on behalf of that
director.
|
|
63.
|
The
remuneration of an alternate shall be payable out of the remuneration
payable to the director appointing him, and shall consist of such portion
of the last mentioned remuneration as shall be agreed between such
alternate and the director appointing
him.
|
|
64.
|
A
director by writing under his hand deposited at the Registered Office of
the Company may at any time revoke the appointment of an alternate
appointed by him.
|
|
65.
|
If
a director shall die or cease to hold the office of director, the
appointment of his alternate shall thereupon
cease.
|
|
66.
|
The
directors may, by resolution, fix the emoluments of directors in respect
of services rendered or to be rendered in any capacity to the Company. The
directors may also he paid such traveling, hotel, and other expenses
properly incurred by them in attending and returning from meetings of the
directors, or any committee of the directors or meeting of the members, or
in connection with the business of the Company as shall be approved by
resolution of the directors.
|
|
67.
|
A
director who, by request, goes or resides abroad for any purposes of the
Company, or who performs services which in the opinion of the Board go
beyond the ordinary duties of a director, may he paid such extra
remuneration (whether by way of salary, commission, participation in
profits or otherwise) as shall he approved by resolution of the
directors.
|
|
68.
|
The
Company may pay to a director who at the request of the Company holds any
office (including a directorship) in, or renders services to, any company
in which the Company maybe
interested, such remuneration (whether by way of salary, commission,
participation in profits or otherwise) in respect of such office or
services as shall be approved by resolution of the
directors.
|
12
|
69.
|
A
director may hold any other office or position of profit under the Company
(except that of auditor) in conjunction with his office of director, and
may act in a professional capacity to theCompany
on such terms as to remuneration or otherwise as the directors shall
determine.
|
CONFLICT
OF INTEREST
|
70.
|
(1)
|
A
director may he or become a director or officer of, or otherwise be
interested in any company promoted by the Company, or in which the Company
may be interested, as a member or otherwise and no such director shall he
accountable for any remuneration or other benefits received by him as
director or officer or from his interest in such other
company.
|
|
(2)
|
A
director may also exercise the voting powers conferred by the shares in
any other company held or owned by the Company in such manner in all
respects as they think fit, including the exercise thereof in favour of
any resolutions appointing them, or of their number, directors or officers
of such other company, or voting or providing for the payment of
remuneration to the directors or officers of such other
company.
|
|
(3)
|
A
director may vote in favour of the exercise of such voting rights in the
manner aforesaid notwithstanding that he may be, or be about to become a
director or officer of such other company, and as such in any other manner
is, or may be, interested in the exercise of such voting rights in the
manner aforesaid.
|
|
(4)
|
No
director shall be disqualified by his office from contracting with the
Company either as a vendor, purchaser or otherwise, nor shall any such
contract or arrangement entered into by or on behalf of the Company in
which any director shall in any way interested be voided, nor shall any
director so contracting or being so interested he liable to account to the
Company for any profit realized by any such contract or arrangement, by
reason of such director holding that office or of the fiduciary
relationship thereby
established.
|
|
(5)
|
The
nature of a director's interest must he declared by him at the meeting of
the directors at which the question of entering into the contract or
arrangement is first taken into consideration, and if the director was not
at the date of the meeting interested in the proposed contract or
arrangement, or shall become interested in a contract or arrangement after
it is made, he shall forthwith alter becoming so interested, advise the
Company in writing of the fact and nature of his
interest.
|
|
(6)
|
A
general notice to the directors by a director that he is a member of a
special firm or company, and is to be regarded as interested in any
contract or transaction which may, after the date of notice, be made with
such firm or company shall (if such director shall give the same at a
meeting of the directors, or shall take reasonable steps to secure that
the same is brought up and read at the next meeting of the directors after
it is given) be a sufficient declaration of interest in relation to such
contract or transaction with such firm or
company.
|
|
(7)
|
A
director may be counted as one of a quorum upon a motion in respect of any
contract or arrangement which he shall make with the Company, or in which
he is so interested as aforesaid, and may vote upon such
motion.
|
POWERS
OF DIRECTORS
|
71.
|
The
business and affairs of the Company shall be managed by the directors who
may pay all expenses incurred preliminary to and in connection with the
formation and registration of the Company, and may exercise all such
powers of the Company as are not by the Act or by these Articles required
to he exercised by the members subject to any delegation of such powers as
may be authorised by these Articles and to such requirements as may be
prescribed by resolution of the members, but no requirement made by
resolution of the members shall prevail if it be inconsistent with these
Articles nor shall such requirement invalidate any prior act of the
directors which would have been valid if such requirement had not been
made.
|
13
|
72.
|
The
Board may entrust to and confer upon arty director or officer any of the
powers exercisable by it upon such terms and conditions and with such
restrictions as it thinks tit, and either collaterally with, or to the
exclusion of, its powers, and may from time to time revoke, withdraw,
alter or vary all or any of such
powers.
|
|
73.
|
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 of powers so delegated conform to any
regulations that may he imposed on it by the
directors.
|
|
74.
|
Subject
to the provisions of the Act, the directors may from time to 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 think fit, and any such powers of
attorney may contain such provisions for the protection arid convenience
of persons dealing with any such attorney to delegate all or any of the
powers authorities and discretions vested in
him.
|
|
75.
|
Any
director who is a body corporate may appoint any person its duly
authorised representative for the purpose of representing it at Board
meetings and of transacting any of the business of the
directors.
|
|
76.
|
All
cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments and all receipts for monies 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 by resolution
determine.
|
|
77.
|
The
directors may exercise all of the powers of the Company to borrow money
and to mortgage Or charge its undertakings, property and uncalled capital
or any part thereof, to issue debentures, debenture stock and other
securities whenever money is borrowed or as security for any debt,
liability or obligation of the Company or of any third
party.
|
|
78.
|
If the number of directors shall
have been fixed at two or more persons and by reason of vacancies having
occurred in the Board
there shall be only one continuing director, he shall he authorised to act
alone only for the purpose of appointing another
director.
|
PROCEEDINGS
OF DIRECTORS
|
79.
|
(1)
|
The
meetings of the Board of Directors and any committee thereof shall be held
at such place or places as the directors shall
determine.
|
|
(2)
|
Any
one or more directors may convene a meeting of
directors.
|
|
80.
|
A
director may at any time summon a meeting of the
directors.
|
|
81.
|
A
director shall be given no less than seven days' notice of a meeting of
directors.
|
|
82.
|
If
the Company shall have only one director, the provisions hereinafter
contained for meetings of the directors shall not apply but such sole
director shall have full power to represent and act for the Company in all
matters and in lieu of minutes of a meeting shall record in writing and
sign a note or memorandum of all matters requiring a resolution of the
directors. Such note or memorandum shall constitute sufficient evidence
astral resolution for all
purposes.
|
|
83.
|
The
directors may elect a chairman of their meeting and determine the period
for which lie 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 may choose one of their number to
be chairman for the meeting.
|
14
|
84.
|
The
directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings as they think
fit.
|
|
85.
|
Questions
arising at any meeting shall be decided by a majority of votes. In case of
an equality in votes the Chairman shall have Li second or casting
vote.
|
|
86.
|
A
meeting of the directors held in contravention of the notice requirement
shall be valid if a majority of the directors entitled to vote at the
meeting have waived notice of the
meeting.
|
|
87.
|
The
inadvertent failure to give notice of a meeting to a director, or the fact
that a director has not received the notice, shall not invalidate the
meeting.
|
|
88.
|
A
meeting of the directors is duly constituted for all purposes if at the
commencement of the meeting there are present in person or by alternate a
majority of the total number of directors. If the total number of
directors is two, a meeting shall be duly constituted for all purposes
with both directors.
|
|
89.
|
If
within half an hour from the time appointed fir the meeting a quorum is
not present, the meeting shall he
dissolved.
|
|
90.
|
Any
one or more members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a
meeting.
|
|
91.
|
A
resolution approved by a majority of the directors for the time ham
entitled to receive notice of a meeting of the directors or of a committee
of the directors and taking the form of one or more documents in writing
or by telex, telegram, cable or other written or electronic communication
shall be as valid and effectual as if it had been passed at a meeting of
the directors or of such committee duly convened and held, without the
need for notice.
|
OFFICERS
|
92.
|
The
directors of the Company may, by resolution, appoint officers of the
Company at such times as shall he considered necessary or expedient, and
such officers may consist of a President, one or more Vice Presidents, a
Secretary, arid a Treasurer and such other officers as may from time to
time be deemed desirable.
|
|
93.
|
The
officers shall perform such duties as shall be prescribed at the time of
their appointment subject to any modifications in such duties as may be
prescribed by the directors. in the absence of any specific allocation of
duties it shall be the responsibility of the President to manage the day
to day affairs of the Company, the Vice Presidents to act in order of
seniority in the absence of the President, but otherwise to perform such
duties as may be delegated to them by the President; the Secretary to
maintain the registers, minute hooks and records (other than financial
records) of the Company and to ensure compliance with all procedural
requirements imposed on the Company by law; and the Treasurer to be
responsible for the financial affairs of the
Company.
|
|
94.
|
A
person may hold more than one office and no officer need be a director or
member of the Company. The officers shall remain in the office until
removed from office by the directors whether or not a successor is
appointed.
|
|
95.
|
An
officer who is a body corporate may appoint any person its duly authorised
representative for the purpose of representing it and of transacting any
of the business of the
officers.
|
INDEMNITY
|
96.
|
Subject
to the provisions of the Act and of any other statute for the time being
in force every director or other officer of the Company shall be entitled
to be indemnified out of the assets of the Company against all 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, and no director or
other officer shall be liable for any loss, damage, or misfortune which
may happen to, or he incurred by the Company in
the execution of the duties of his office, or in relation
thereto.
|
15
SEAL
|
97.
|
(1)
|
The
Company shall have a common seal an imprint of which shall be kept at the
office of the registered agent of the
Company.
|
|
(2)
|
Thedirectors
shall provide for the safe custody of the common seal of the
Company.
|
|
(3)
|
The
common seal when affixed to any instrument except as provided herein,
shall be witnessed by a director or such other person who is authorised
from time to time by the directors to witness the application of the seal
of the Company.
|
|
98.
|
The
directors may provide for a facsimile of the common seal and approve the
signature of any director or authorised person which may be reproduced by
printing or other means on any instrument and it shall have the same force
and validity as if the seal had been affixed to such instrument and the
same had been signed as hereinbefore
described.
|
DIVIDENDS
AND RESERVES
|
99.
|
The
directors may, by resolution, declare a
dividend.
|
|
100.
|
No
dividend shall be declared and paid except out of surplus and unless the
directors determinethat immediately
after the payment of the
dividend
|
|
(a)
|
the
Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business;
and
|
|
(b)
|
the
realisable value of the assets of the Company will not he less than the
sum of its total liabilities, other than deferred taxes, as shown in the
books of account, and its
capital.
|
|
101.
|
Dividends
may he declared and paid in money, shares, or other property of the
Company.
|
|
102.
|
In computing the
surplus for the purpose of resolving to declare and pay a dividend, the
directors may include in their computation the net unrealised
appreciation of the assets of the
Company.
|
|
103.
|
The
directors may from time to time pay to the members such interim dividends
as appear to thedirectors to be
justified by the surplus of the
Company.
|
|
104.
|
Subject to the
rights of the holders of shares entitled to special rights as to
dividends, all dividends shall he declared and paid according to
the par value of the shares in issue, excluding those shares which are
held by the Company as treasury shares at the date of declaration of the
dividend.
|
|
105.
|
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, either be employed in the business of
the Company or be invested in such investments as the directors may think
fit.
|
|
106.
|
If
several persons arc registered as joint holders of any share, any of them
may give effectualreceipt for any
dividend or other monies payable on or in respect of the
share.
|
|
107.
|
Notice
of any dividend that may have been declared shall he given to each member
and all dividends unclaimed for three years after having been declared may
be forfeited by the directors For the benefit of the
Company.
|
|
108.
|
No
dividend shall bear interest against the
Company.
|
16
BOOKS
AND RECORDS
|
109.
|
The
Company shall keep such accounts and records as the directors consider
necessary or desirable in order to reflect the financial position of the
Company.
|
|
110.
|
The
Company shall keep minutes of all meetings of directors, members,
committees of directors, committees of officers and committees of members,
and copies of all resolutions consented to by the directors, members,
committees of directors, committees of officers and committees of
members.
|
|
111.
|
The
books, records, and minutes shall be kept at the Registered Office of the
Company or at such other place as the directors may determine, and shall
be open to the inspection of the directors at all
times.
|
|
112.
|
(1)
|
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
books, records and minutes 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 book, record, minute or
document of the Company except as conferred by law or authorised by a
resolution of the directors.
|
|
(2)
|
The
Company shall keep the following documents at the office of its registered
agent:
|
|
(a)
|
the
Memorandum of Association and the Articles of
Association;
|
|
(b)
|
the
register of members, or a copy of the register of
members;
|
|
(c)
|
the
register of directors, or a copy of the register of directors;
and
|
|
(d)
|
copies
of all notices and other documents filed by the Company with the Registrar
of Corporate Affairs in the previous 10
years.
|
|
(3)
|
If
the Company maintains only a copy of the register of members or a copy of
the register of directors at the office of its registered agent, it
shall:
|
|
(a)
|
notify
the registered agent in writing of the change within such period of time
as may be prescribed by law;
and
|
|
(b)
|
provide
the registered agent with a written record of the physical address of the
place or places at which the original register of members or the original
register of directors is
kept.
|
|
(4)
|
The
Company shall keep the t011owing records at the office of its registered
agent or at such other place or places, within or outside the British
Virgin islands, as the directors may
determine:
|
|
(a)
|
minutes
of meetings and resolutions of shareholders and classes of
shareholders;
|
|
(b)
|
minutes
of meetings and Resolutions of Directors and committees of directors;
and
|
|
(c)
|
an
impression of the Seal.
|
|
(5)
|
Where
any original records referred to in this Regulations are maintained other
than at the office of the registered agent of the Company, and the place
at which the original records is changed, the Company shall within such
period of time as may be prescribed by law, provide the registered agent
with the physical address of the new location of the
records.
|
|
(6)
|
The
records kept by the Company under this Regulation shall he in written form
or either wholly or partly as electronic records complying with the
requirements of the Electronic Transactions Act (No. 5 of
2001)
|
17
REGISTER
OF CHARGES
|
113.
|
The
Company shall keep at the office of its registered agent a register of
charges in which there shall be entered the following particulars
regarding each charge created by the
Company:
|
|
(a)
|
the
date of creation of the
charge;
|
|
(b)
|
a
short description of the liability secured by the
charge;
|
|
(c)
|
a
short description of the property
charged;
|
|
(d)
|
the
name and address of the trustee for the security or, if there is no such
trustee, the name and address of the
charge;
|
|
(e)
|
unless
the charge is a security to bearer, the name and address of the holder of
the charge; and
|
|
(f)
|
details
of any prohibition or restriction contained in the instrument creating the
charge on the power or the Company to create any future charge ranking in
priority to or equally with the
charge.
|
AUDIT
|
114.
|
The
directors may, by resolution call for the accounts of the Company to he
examined by an auditor or auditors to be appointed by them at such
remuneration as may from time to time be
agreed.
|
|
115.
|
The
auditor may be a member of the Company but no director or officer shall be
eligible to be an auditor of the Company during his continuance in
office.
|
|
116.
|
Every
auditor of the Company shall have a right of access at all times to the
books of accounts and vouchers of the Company, and shall be entitled to
require from the officers of the Company such information and explanations
as he may think necessary for the performance of his
duties.
|
|
117.
|
The
report of the auditor shall be annexed to the accounts upon which be
reports, and the auditor shall be entitled to receive notice of and to
attend, any meeting at which the Company's audited Profit and Loss Account
and Balance Sheet are to be
presented.
|
NOTICES
|
118.
|
Any
notice, information, or written statement required to be given to members
shall be served by air-mail service addressed to each member at the
address shown in the register of
members.
|
|
119.
|
All notices directed
to be given to the members shall, with respect to any registered shares to
which persons arc jointly entitled, he given to whichever of such
persons is named first in the register of members, and notice so given
shall he sufficient notice to all the holders of such
shares.
|
|
120.
|
Any
notice served by post shall be deemed to have been served within ten days
of posting, and in proving such service it shall be sufficient to prove
that the letter containing the notice was properly addressed and put into
the Post Office.
|
PENSION
AND SUPERANNUATION FUND
|
121.
|
The directors may
establish, maintain, or procure the establishment and maintenance of any
non-contributory or contributory pension or superannuation fund for
the benefit of, and give or procure the giving of donations, gratuities,
pensions, allowances or emoluments to any directors, officers or any other
persons who arc
or were at any time in the employment or service of the Company or
any company which is a subsidiary of the Company or is allied to or
associated with the Company or with any of its subsidiaries, and to the
wives, widows, families and dependents of any such persons. The Company
may any of the matters aforesaid either alone or in conjunction with any
such other company as aforesaid. All persons described above shall be
entitled to participate in and retain for his own benefit any such
donation, gratuity, pension, allowance, or
emolument.
|
18
WINDING
UP
|
122.
|
(1)
|
The
Company may voluntarily commence to wind up and dissolve by a resolution
of members.
|
|
(2)
|
If
the Company has never issued shares, it may voluntarily commence to wind
up and dissolve by a resolution of
directors.
|
|
(3)
|
If
the Company shall be wound up, the Liquidator may, in accordance with a
resolution of the directors or a resolution of members, divide amongst the
members in specie or in kind the whole or any part of the assets of the
Company and may for such purpose set such value as he deems fair upon any
such property to be divided as aforesaid and may determine how such
division shall he carried out as between the members or different classes
of members.
|
|
123.
|
The
Liquidator may vest the whole or any part of such assets in trustees upon
such trust for the benefit of the contributors as the Liquidator shall
think fit, but so that no member shall be compelled to accept any shares
or other securities whereon there is any
liability.
|
ARBITRATION
|
124.
|
Whenever
any difference arises between the Company on the one hand and any of the
members, their personal representatives or assigns on the other hand
touching the true intent and construction or the incidence or consequences
of these presents or of the Act. The parties agree to refer the same to a
single arbitrator, or failing that, be referred to two arbitrators, one to
be chosen by each of the parties and the arbitrators shall before entering
on the reference appoint an
umpire.
|
|
125.
|
If
either party to the reference makes default in appointing an arbitrator
either originally or by way
of (in the event that an appointed arbitrator shall die, he incapable of
acting, or refuse to act) for ten days after the other party has given him
notice to appoint the same, such other party Islay appoint an arbitrator
to act in the place of the arbitrator of the defaulting
party.
|
MERGER,
CONSOLIDATION AND ARRANGEMENTS
|
126.
|
The
Company may by resolution of members or resolution of directors, merge,
consolidate or arrange with other companies in the manner prescribed in
the Act.
|
CONTINUATION
|
127.
|
The
Company may by a resolution of members or resolution of directors,
continue as a company incorporated under the laws of a jurisdiction
outside the British Virgin
Islands.
|
19
We the
undersigned Registered Agent, CCS Management Limited of Sea Meadow House,
Blackburne Highway, Road Town, Tortola, British Virgin Islands, for the purpose
of incorporating a I3VI Business Company under the BVI Business Companies Act,
hereby sign these Articles of Association the 1st day of July,
2008.
Incorporator
:
(Sd.)
Viola
Salomon
Viola
Salomon
Authorised
Signatory
CCS
Management Limited
Sea
Meadow House
Blackburne
Highway
Road
.Town,
Tortola
British
Virgin Islands
20