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THE
COMPANIES ACTS 1985 1989
A
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF - YOUR NAME IN HERE LIMITED
1.
PRELIMINARY
1.1
The regulations contained in Table A in the Schedule to the Companies
(Tables A-F) Regulations I 985
as
amended by the Companies (Tables A to F)(Amendment) Regulations 1985 (such
Table being referred to in these Articles as "Table A") shall
apply to the Company save in so far as they are excluded or varied hereby
and such regulations (referred to in these Articles as
"Regulations") (save as so excluded or varied) and the
Articles shall be the regulations of the Company. A reference herein to
any Regulation is to that Regulation as set out in Table A.
l
.2 In these Articles the expression "the Act" means the
Companies Act 1985, but so that any reference in these Articles to
any provision of the Act shall be deemed to include a reference to any
statutory modification or re-enactment of that provision for the time
being in force.
2.
AUTHORITY TO ALLOT SHARES
2.1 The Directors are authorised to allot, grant options over, or otherwise deal with or dispose of any relevant securities (as defined by section 80(2) of the Act) to such persons at such times and on such terms as they think fit. This authority extends to the share capital with which the Company is registered on incorporation and will expire on the fifth anniversary of such date. The Directors may allot shares pursuant to any employees' shares scheme.
2.2
The Directors may, after the expiry of the said five-year period, allot
shares in pursuance of an offer or agreement so to do made by the Company
within that period. The authority hereby given may at any time be renewed,
varied or revoked by an ordinary resolution of the Company.
3.
PRE-EMPTION ON ALLOTMENT OF SHARES
Section
89(1) of the Act shall not apply to any allotment of shares made by the
Directors pursuant to the authority conferred upon them by Article 2
above. Save as aforesaid any allotment or proposed allotment of equity
securities (as defined in section 94 of the Act) shall be subject to the
provisions of sections 89, 90 and 95 of the Act.
4.
LIEN
The
Company shall have a first and paramount lien on every Share (whether or
not is a fully paid Share) for all monies (whether presently payable or
not) called or payable at a fixed time in respect of that Share and the
Company shall also have a first and paramount lien on all Shares
(whether fully paid or not) standing registered in the name of any holder
or joint holders for all monies presently payable by such holder or any
such joint holder or his estate to the Company; but the Directors may at
any time declare any Share to be wholly or in part exempt from the
provisions of this Article. The Company's lien on a Share shall extend to
all dividends payable thereon and any other amounts payable in respect of
it.
5.
TRANSFER OF SHARES
The
Directors shall have an absolute right, without assigning any reason
therefore, to refuse to register the transfer of any Share (whether fully
paid or not) and Regulation 24 shall be modified accordingly.
6.
GENERAL MEETINGS
6.1
Regulation 38(b) shall be read and construed as if the words "a
majority together holding such lesser percentage subject to a minimum of
90 per cent as may be fixed by elective resolution passed under section
366A of the Act" were added after the words "giving that
right".
6.2
Regulation 41 shall be read and construed as if the words "and if at
the adjourned Meeting a quorum is not present within half an hour from the
time appointed for the Meeting the Meeting shall be dissolved" were
added at the end.
6.3
Sub-paragraph
(a) of Regulation 62 shall be modified in its application to the Company
by the addition after the words "48 hours" of the words "or
such shorter period as the Directors may allow",
7.
DIRECTORS
7.1
Regulation 64 shall not apply to the Company.
7.2
The number of the Directors shall be determined by Ordinary Resolution of
the Company but unless and until so fixed there shall be no maximum number
of Directors and the minimum number of Directors shall be one If and for
so long as there is a sole Director he shall have authority to exercise
all powers and discretions vested in the Directors by Table A or
these Articles generally and Regulation 89 shall be modified accordingly
7.3
For the purpose of determining whether the quorum for the transaction of
the business of the Board exists:
7.3.1
in the case of a resolution agreed by Directors in telephonic
communications, all such Directors shall be counted in the quorum;
7.3.2
in the case of a meeting of Directors, in addition to the Directors
present at the meeting, any Director in telephonic communication with such
meeting shall be counted in the quorum
7.4
Any provision of the Act which, subject to the provisions of these
regulations, would have the effect of rendering any person ineligible for
appointment as a Director or liable to vacate office as a Director on
account of his having reached any specified age or of requiring special
notice or any other special formality in connection with the appointment
of any Director over a specified age shall not apply to the Company
8.
ALTERNATE DIRECTORS
A
Director, or any such other person as is mentioned in Regulation 65, may
act as an alternate Director to represent more than one Director, and an
alternate Director shall be entitled at any meeting of the Directors or of
any committee of the Directors to one vote for every Director whom he
represents in addition to his own vote (if any) as a Director, but he
shall count as only one for the purpose of determining whether a quorum is
present
9.
NO RETIREMENT BY ROTATION
The
Directors shall not be required to retire by rotation and accordingly
Regulations 73, 74 and 75 shall not apply to the Company The words
"by rotation or otherwise~' in Regulation 67, "other than a
director retiring by rotation" in Regulation 76, "(other than a
director retiring by rotation at the meeting)" in Regulation 77,
Subject as aforesaid" and "and may also determine the
rotation in which any additional directors are to retire in Regulation
78, the last two sentences of Regulation 79 and the last sentence of
Regulation 84 shall be deleted
10.
APPOINTMENT AND REMOVAL OF DIRECTORS
A
Member or Members holding a majority in nominal value of the issued
Ordinary Shares for the time being in the Company shall have power from
time to time and at any time to appoint any person or persons as Director
or Directors, either as an addition to the existing Directors or to fill
any vacancy, and to remove from office any Director howsoever appointed
Any such appointment or removal shall be effected by an instrument in
writing signed by the Member or Members making the same, or in the case of
a Member being a company signed by one of its directors on its behalf, and
shall take effect upon lodgement at the registered office of the Company.
11.
DIRECTORS INTERESTS
11.1
A Director may vote as a Director in regard to any matter in which he has,
directly or indirectly, an interest or duty which conflicts or may
conflict with the interests of the Company or upon any matters arising
thereon, and if lie shall so vote his vote shall be counted and he shall
be reckoned in estimating a quorum when any such matter is under
consideration; and Regulation 94 shall be modified accordingly.
11.2
No third party dealing with the Company shall be concerned to see or
enquire whether any director has an interest in any dealings between
itself and the Company which ought to be disclosed by that director or
whether such interest has been disclosed and shall be entitled to assume,
the absence of express notice to the contrary, that all directors of the
Company have complied with section 317 of the Act
12.
NOTICES
12.1
The third sentence in Regulation 88 shall be deleted
12.2
At the end of Regulation 111 there shall be added the following new
sentence:
"Communications
by facsimile transmission or telex shall be deemed to be in writing"
12.3
In Regulation 112 after the words "in a prepaid envelope" there
shall be added "or by facsimile transmission or telex" and the
final sentence shall be deleted
12.4
Regulation 115 shall be replaced with the following: "Proof that an
envelope containing a notice was properly addressed, prepaid and posted or
that a facsimile transmission or telex was dispatched shall be
conclusive
evidence that the notice was given A notice sent by post shall be deemed
to be given at the expiration of forty eight hours after the envelope
containing it was posted. A notice sent by facsimile transmission or telex
shall be deemed to be given when sent."
13.
INDEMNITY
Every
Director or other officer or auditor of the Company shall 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, including any liability incurred
by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favour or in which he is acquitted, or in
connection with any application under section 144 or 727 of the Act in
which relief is granted him by the Count and no Director or other officer
shall be liable for loss, damage or misfortune which may happen to or be
incurred by the Company in the execution of the duties of his office or in
relation thereto But this article shall only have effect in so far as its
provisions are avoided by section 310 of the Act.
__________________________________________________________________________________________
Name
and Address of Subscribers
A
DIRECTORS NAME
AND
ADDRESS
ANOTHER
DIRECTORS NAME
AND
ADDRESS
.. SIGNATURE
Dated
________________ day of ______________________
2004?
WITNESS
to the above signatures
.. .
..
..
..
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