TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP 291)
MEMORANDUM OF ASSOCIATION
OF
BETHURUM LABORATORIES, LTD.
NAME
1. The name of the Company is Bethurum Laboratories, Ltd.
REGISTERED OFFICE
2. The Registered Office of the Company will be at Craigmuir Chambers, P.O.
Box 71, Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The Registered Agent of the Company will be HWR Services Limited of
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin
Islands.
GENERAL OBJECTS AND POWERS
4. (1) The object of the Company is to engage in any act or activity that
is not prohibited under any law for the time being in force in the
British Virgin Islands;
(2) The Company may not
(a) carry on business with persons resident in the British
Virgin Islands;
(b) own an interest in real property situate in the British
Virgin Islands, other than a lease referred to in paragraph
(e) of subclause (3);
(c) carry on banking or trust business, unless it is licensed
to do so under the Banks and Trust Companies Act, 1990;
(d) carry on business as an insurance or reinsurance company,
insurance agent or insurance broker, unless it is licensed
under an enactment authorizing it to carry on that business;
(e) carry on the business of company management, unless it is
licensed under the Company Management Act, 1990; or
(f) carry on the business of providing the registered office or
the registered agent for companies incorporated in the
British Virgin Islands.
(3) For purposes of paragraph (a) of subclause (2), the Company shall
not be treated as carrying on business with persons resident in
the British Virgin Islands if
(a) it makes or maintains deposits with a person carrying on
banking business within the British Virgin Islands;
(b) it makes or maintains professional contact with solicitors,
barristers, accountants, bookkeepers, trust companies,
administration companies, investment advisers or other
similar persons carrying on business within the British
Virgin Islands;
(c) it prepares or maintains books and records within the
British Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings of its
directors or members;
(e) it holds a lease of property for use as an office from which
to communicate with members or where books and records of
the Company are prepared or maintained;
(f) it holds shares, debt obligations or other securities in a
company incorporated under the International Business
Companies Act or under the Companies Act; or
(g) shares, debt obligations or other securities in the Company
are owned by any person resident in the British Virgin
Islands or by any company incorporated under the
International Business Companies Act or under the Companies
Act.
(4) The Company shall have all such powers as are permitted by law for
the time being in force in the British Virgin Islands,
irrespective of corporate benefit, to perform all acts and engage
in all activities necessary or conducive to the conduct,
promotion or attainment of the object of the Company.
CURRENCY
5. Shares in the Company shall be issued in the currency of the United
States of America.
AUTHORIZED CAPITAL
6. The Company shall have no authorized capital.
CLASSES, NUMBER AND PAR VALUE OF SHARES
7. The authorized capital is made up of one class and one series of shares
divided into 100,000,000 shares of no par value (the "Common Stock").
DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
8. All shares shall
(a) have one vote each;
(b) be subject to redemption, purchase or acquisition by the Company
for fair value; and
(c) have the same rights with regard to dividends and distributions
upon liquidation of the Company.
VARIATION OF CLASS RIGHTS
9. If at any time the authorized capital is divided into different classes
or series of shares, the rights attached to any class or series (unless
otherwise provided by the terms of issue of the shares of that class or
series) may, whether or not the Company is being wound up, be varied
with the consent in writing of the holders of not less than three-
fourths of the issued shares of that class or series and of the holders
of not less than three-fourths of the issued shares of any other class
or series of shares which may be affected by such variation.
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
10. The rights conferred upon the holders of the shares of same class shall
not be deemed to be varied by the creation or issue of further shares
ranking pari passu therewith.
REGISTERED SHARES AND BEARER SHARES
11. Shares may be issued as registered shares or to bearer as may be
determined by a resolution of directors.
EXCHANGE OF REGISTERED SHARES AND BEARER SHARES
12. Registered shares may be exchanged for bearer shares and bearer shares
may be exchanged for registered shares.
TRANSFER OF REGISTERED SHARES
13. Subject to the provisions relating to the transfer of shares set forth
in the Articles of Association annexed hereto (the "Articles of
Association") registered shares in the Company may be transferred
subject to the prior or subsequent approval of the Company as evidenced
by a resolution of directors or by a resolution of members.
SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES
14. Where shares are issued to bearer, the bearer, identified for this
purpose by the number of the share certificate, shall be requested to
provide the Company with the name and address of an agent for service
of any notice, information or written statement required to be given to
members, and service upon such agent shall constitute service upon the
bearer of such shares until such time as a new name and address for
service is provided to the Company. In the absence of such name and
address being provided it shall be sufficient for the purposes of
service for the Company to publish the notice, information or written
statement or a summary thereof in one or more newspapers published or
circulated in the British Virgin Islands and in such other place, if
any, as the Company shall from time to time by a resolution of
directors or a resolution of members determine. The directors of the
Company must give sufficient notice of meetings to members holding
shares issued to bearer to allow a reasonable opportunity for them to
secure or exercise the right or privilege that is the subject of the
notice other than the right or privilege to vote, as to which the period
of notice shall be governed by the Articles of Association. What
amounts to sufficient notice is a matter of fact to be determined after
having regard to all the circumstances.
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
15. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or directors.
DEFINITIONS
16. The meanings of words in this Memorandum of Association are as defined
in the Articles of Association.
We, HWR SERVICES LIMITED, of Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to this Memorandum of Association the day of ,
2000 in the presence of:
Witness Subscriber
Craigmuir Chambers Authorized Signatory
Road Town, Tortola HWR Services Limited
