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EXHIBIT 3.1
FORM NO. 6 Registration No. EC21618
[LOGO]
Bermuda
CERTIFICATE OF INCORPORATION
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I hereby in accordance with the provisions of section 14 of the Companies Act
1981, of Bermuda issue this Certificate of Incorporation and do certify that on
the 2ND day of FEBRUARY 1996
BAMBURGH LIMITED
was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an EXEMPTED
company.
Given under my hand this 19TH day of FEBRUARY, 1996.
[SEAL]
[SIG]
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for REGISTRAR OF COMPANIES
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FORM NO. 3a Registration No. 21618
[LOGO]
BERMUDA
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I HEREBY CERTIFY that in accordance with section 10 of THE COMPANIES ACT
1981 BAMBURGH LIMITED by resolution and with the approval of the Registrar of
Companies has changed its name and was registered as ATLANTIC CENTRAL
ENTERPRISES LIMITED on the 22ND day of APRIL, 1996.
Given under my hand and the Seal of the
REGISTRAR OF COMPANIES this 7TH day of
MAY, 1996.
[SEAL]
[SIG]
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for REGISTRAR OF COMPANIES
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FORM NO. 5
[LOGO]
BERMUDA
THE COMPANIES ACT 1981
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION
AND CONSENT GRANTED BY THE MINISTER
THIS IS TO CERTIFY THAT A MEMORANDUM OF ASSOCIATION
OF
BAMBURGH LIMITED
and the consent granted by the Minister under section 6(1) of the Act were
delivered to the Office of the Registrar of Companies on the 2nd day of
February, 1996 in accordance with the provisions of section 14(2) of the Act.
IN WITNESS WHEREOF I have
hereto set my hand this 19th day of
February, 1996.
[sig]
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for REGISTRAR OF COMPANIES
Minimum Capital of the Company: US$12,000.00
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Authorised Capital of the Company: US$12,000.00
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FORM NO. 2
[LOGO]
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
MEMORANDUM OF ASSOCIATION
OF
BAMBURGH LIMITED
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(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 ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(YES/NO) SUBSCRIBED
Judith Collis
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
Marcia De Couto
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Stacy L. Robinson
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 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.
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3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situate in Bermuda not exceeding in
including the following parcels --
5. The authorised share capital of the Company is $12,000.00 divided into
shares of US$.0001 each. The minimum subscribed share capital of the
Company is $12,000.00 in United States currency.
6. The objects for which the Company is formed and incorporated are --
As set forth in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to The Companies Act 1981.
7. The Company has the powers set out in the Schedule annexed hereto.
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THE COMPANIES ACT 1981
SECOND SCHEDULE
(Section 11(2))
A company may by reference include in its memorandum any of the
following objects that is to say the business of --
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil fuels
and precious stones of all kinds and their preparation for sale or use;
(f) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(g) scientific research including the improvement, discovery and development
of processes, inventions, patents and designs and the construction,
maintenance and operation of laboratories and research centres;
(h) land, sea and air undertakings including the land, ship and air carriage
of passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships
and aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical consultants to
any other enterprise or business;
(p) farmers, livestock breeders and keepers, graziers, butchers, tanners and
processors of and dealers in all kinds of live and dead stock, wool,
hides, tallow, grain, vegetables and other produce;
(q) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets,
designs and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any sort;
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise hold, sell, dispose of and deal in
real property situated outside Bermuda and in personal property of all
kinds wheresoever situated; and
(u) to enter into any guarantee, contract of indemnity or suretyship and to
assure, support or secure with or without consideration or benefit the
performance of any obligations of any person or persons and to guarantee
the fidelity of individuals filling or about to fill situations of trust
or confidence.
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7. The Company has the powers set out in The Schedule annexed hereto.
Signed by each subscriber in the presence of at least one witness attesting
the signature thereof -
/s/ JUDITH COLLIS [sig]
- ------------------------------ ------------------------------
/s/ RUBY L. RAWLINS [sig]
- ------------------------------ ------------------------------
/s/ MARCIA DE COUTO [sig]
- ------------------------------ ------------------------------
/s/ STACY L. ROBINSON [sig]
- ------------------------------ ------------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 26th day of January, 1996
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STAMP DUTY (To be affixed)
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THE SCHEDULE
(referred to in Clause 7 of the Memorandum of Association)
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any debt or obligation in any matter and in particular
(without prejudice to the generality of the foregoing) by mortgages of
or charges upon all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company or by the
creation and issue of securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled
capital of the Company or both such methods or in any other manner, the
performance of any obligations or commitments, of, and the repayment or
payment of the principal amounts of and any premiums, interest,
dividends and other moneys payable on or in respect of any securities or
liabilities of, any person including (without prejudice to the
generality of the foregoing) any company which is for the time being a
subsidiary or a holding company of the Company or another subsidiary or
a holding company of the Company or otherwise associated with the
Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse,
negotiate bills of exchange, promissory notes, and other instruments and
securities, whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let on rent, share of profit,
royalty or otherwise, grant licences, easements, options, servitudes and
other rights over, and in any other manner deal with or dispose of, all
or any part of the undertaking, property and assets (present and future)
of the Company for any consideration and in particular (without
prejudice to the generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or
part payment for any real or personal property purchased or otherwise
acquired by the Company or any services rendered to the Company or as
security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose.
(f) To grant pensions, annuities, or other allowances, including allowances
on death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is
or was a subsidiary or a holding company or another subsidiary of a
holding company of the Company or otherwise associated with the Company
or of any predecessor in business of any of them, and to the relations,
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connections or dependents of any such persons, and to other persons
whose service or services have directly or indirectly been of benefit to
the Company or whom the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and to
establish or support any associations, institutions, clubs, schools,
building and housing schemes, funds and trusts, and to make payments
toward insurance or another arrangements likely to benefit any such
persons or otherwise advance the interests of the Company or of its
Members, and to subscribe, guarantee or pay money for any purpose
likely, directly or indirectly to further the interests of the Company
or of its Members or for any national, charitable, benevolent,
educational, social, public, general or useful object.
(g) Subject to the provisions of Section 42 of the Companies Act 1981, to
issue preference shares which at the option of the holders thereof are
to be liable to be redeemed.
(h) To purchase its own shares in accordance with the provisions of Section
42A of the Companies Act 1981.
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THE COMPANIES ACT 1981
FIRST SCHEDULE
(Section 11(1))
A company limited by shares may exercise all or any of the following
powers subject to any provision of the law or its memorandum -
1. (Deleted) 404
2. to acquire or undertake the whole or any part of the business, property and
liabilities of any person carrying on any business that the company is
authorized to carry on;
3. to apply for register, purchase, lease, acquire, hold, use, control,
licence, sell, assign or dispose of patents, patent rights, copyrights,
trade marks, formulae, licences, inventions, processes, distinctive marks
and similar rights;
4. to enter into partnership or into any arrangement for sharing of profits,
union of interests, co-operation, joint venture, reciprocal concession or
otherwise with any person carrying on or engaged in or about to carry on or
engage in any business or transaction that the company is authorized to
carry on or engage in or any business or transaction capable of being
conducted so as to benefit the company;
5. to take or otherwise acquire and hold securities in any other body
corporate having objects altogether or in part similar to those of the
company or carrying on any business capable of being conducted so as to
benefit the company;
6. subject to section 96 to lend money to any employee or to any person having
dealings with the company or with whom the company proposes to have
dealings or to any other body corporate any of whose shares are held by the
company;
7. to apply for, secure or acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise, carry out and
enjoy any charter, licence, power authority, franchise, concession, right
or privilege, that any government or authority or any body corporate or
other public body may be empowered to
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grant, and pay for aid in and contribute toward carrying it into effect
and to assume any liabilities or obligations incidental thereto;
8. to establish and support or aid in the establishment and support of
associations, institutions, funds or trusts for the benefit of employees
or former employees of the company or its predecessors, or the
dependents or connections of such employees or former employees, and
grant pensions and allowances, and make payments towards insurance or
for any object similar to those set forth in this paragraph, and to
subscribe or guarantee money for charitable, benevolent, educational or
religious objects or for any exhibition or for any public, general or
useful objects;
9. to promote any company for the purpose of acquiring or taking over any
of the property and liabilities of the company or for any other purpose
that may benefit the company;
10. to purchase, lease, take in exchange, hire or otherwise acquire any
personal property and any rights or privileges that the company
considers necessary or convenient for the purposes of its business;
11. to construct, maintain, alter, renovate and demolish any buildings or
works necessary or convenient for its objects;
12. to take land in Bermuda by way of lease or letting agreement for a term
not exceeding twenty-one years, being land "bonafide" required for the
purposes of the business of the company and with the consent of the
Minister granted in his discretion to take land in Bermuda by way of
lease or letting agreement for a similar period in order to provide
accommodation or recreational facilities for its officers and employees
and when no longer necessary for any of the above purposes to terminate
or transfer the lease or letting agreement;
13. except to the extent, if any, as may be otherwise expressly provided in
its incorporation Act or memorandum and subject to the provisions of
this Act every company shall have power to invest the moneys of the
Company by way of mortgage of real or personal property of every
description in Bermuda or elsewhere and to sell, exchange, vary, or
dispose of such
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mortgage as the company shall from time to time determine;
14. to construct, improve, maintain, work, manage, carry out or control any
roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops,
stores and other works and conveniences that may advance the interests
of the company and contribute to, subsidize or otherwise assist or take
part in the construction, improvement, maintenance, working, management,
carrying out or control thereof;
15. to raise and assist in raising money for, and aid by way of bonus, loan,
promise, endorsement, guarantee or otherwise, any person and guarantee
the performance or fulfilment of any contracts or obligations of any
person, and in particular guarantee the payment of the principal of and
interest on the debt obligations of any such person;
16. to borrow or raise or secure the payment of money in such manner as the
company may think fit;
17. to draw, make, accept, endorse, discount, execute and issue bills of
exchange, promissory notes, bills of lading, warrants and other
negotiable or transferable instruments;
18. when properly authorized to do so, to sell, lease, exchange or otherwise
dispose of the undertaking of the company or any part thereof as an
entirety or substantially as an entirety for such consideration as the
company thinks fit;
19. to sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with the property of the company in the
ordinary course of its business;
20. to adopt such means of making known the products of the company as may
seem expedient, and in particular by advertising, by purchase and
exhibition of works of art or interest, by publication of books and
periodicals and by granting prizes and rewards and making donations;
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21. to cause the company to be registered and recognized in any foreign
jurisdiction, and designate persons therein according to the laws of
that foreign jurisdiction or to represent the company and to accept
service for and on behalf of the company of any process or suit;
22. to allot and issue fully-paid shares of the company in payment or part
payment of any property purchased or otherwise acquired by the company
or for any past services performed for the company;
23. to distribute among the members of the company in cash, kind, specie or
otherwise as may be resolved, by way of dividend, bonus or any other
manner considered advisable, any property of the company, but not so as
to decrease the capital of the company unless the distribution is made
for the purpose of enabling the company to be dissolved or the
distribution, apart from this paragraph, would be otherwise lawful;
24. to establish agencies and branches;
25. to take or hold mortgages, hypothecs, liens and charges to secure
payment of the purchase price, or of any unpaid balance of the purchase
price, of any part of the property of the company of whatsoever kind
sold by the company, or for any money due to the company from purchasers
and others and to sell or otherwise dispose of any such mortgage,
hypothec, lien or charge;
26. to pay all costs and expenses of or incidental to the incorporation and
organization of the company;
27. to invest and deal with the moneys of the company not immediately
required for the objects of the company in such manner as may be
determined;
28. to do any of the things authorized by this subsection and all things
authorized by its memorandum as principals, agents, contractors,
trustees or otherwise, and either alone or in conjunction with others;
29. to do all such other things as are incidental or conducive to the
attainment of the objects and the exercise of the powers of the company.
Every company may exercise its powers beyond the boundaries of Bermuda
to the extent to which the laws in force where the powers are sought to be
exercised permit.
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FORM NO. 1a
[LOGO]
BERMUDA
THE COMPANIES ACT 1981
CONSENT
PURSUANT TO SECTION 6 (1)
In exercise of the powers conferred upon him by section 6(1) of the Companies
Act 1981, the Minister of Finance hereby gives his consent to
BAMBURGH LIMITED
to be registered AS AN EXEMPTED Company under the Companies Act 1981, subject
to the provisions of the said Act.
Dated this 1st day of Feb. 1996
[sig]
MINISTER OF FINANCE
RC2 E.L.
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FORM NO. 7a REGISTRATION NO. EC 21618
[LOGO]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of
ATLANTIC CENTRAL ENTERPRISES LIMITED
------------------------------------
was delivered to the Registrar of Companies on the 16TH day of AUGUST, 1996 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").
Given under my hand this 23RD
day of AUGUST, 1996.
[SIG]
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ACTING REGISTRAR OF COMPANIES
Capital prior to increase: US$ 12,000.00
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Amount of increase: US$488,000.00
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Present Capital: US$500,000.00
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