Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - ENDURANCE SPECIALTY HOLDINGS LTD | d365995dex991.htm |
| EX-3.2 - EX-3.2 - ENDURANCE SPECIALTY HOLDINGS LTD | d365995dex32.htm |
| 8-K - FORM 8-K - ENDURANCE SPECIALTY HOLDINGS LTD | d365995d8k.htm |
Exhibit 3.1
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
Section 7(1) and (2)
ALTERED MEMORANDUM OF ASSOCIATION
OF
Endurance Specialty Holdings Ltd.
(hereinafter referred to as “the Company”)
| 1. | The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. |
| 2. | We, the undersigned, namely, |
| Name and Address | Bermudian Status (Yes or No) |
Nationality | Number of Shares Subscribed | |||
| D. Bradfield Adderley Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
Yes | British | 1 | |||
| Ruby L. Rawlins Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
Yes | British | 1 | |||
| Antoinette Simmons Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
Yes | British | 1 | |||
| Marcia Gilbert Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
No | Trinidadian | 1 | |||
do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
| 3. | The Company is to be an Exempted Company as defined by the Companies Act 1981. |
| 4. | The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding in all, including the following parcels: |
Not applicable.
| 5. | The authorised share capital of the Company is US$40,000.00 divided into 40,000 shares of US$1.00 each. |
| 6. | The objects for which the Company is formed and incorporated are unrestricted. |
| 7. | The following are provisions regarding the powers of the Company – |
Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and –
| (i) | pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed; |
| (ii) | pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and |
| (iii) | pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares. |