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EXHIBIT 3.2
COMMONWEALTH OF THE BAHAMAS
Memorandum of Association
of
THE SOUTHERN ENERGY CO. INC.
THE INTERNATIONAL BUSINESS COMPANIES ACT 1989
AN INTERNATIONAL BUSINESS COMPANY LIMITED BY SHARES
I. The name of the Company is THE SOUTHERN ENERGY CO. INC.
II. The Registered office of the Company is situate at Sassoon
House, on the Northwestern corner of Shirley Street and Victoria
Avenue in the City of Nassau in the Island of New Providence one
of the Islands in the Commonwealth of the Bahamas and its postal
address is P.O. Box N-272, Nassau, Bahamas.
III. The Registered Agent of the Company is Messrs. Graham,
Thompson & Co. whose address is Sassoon House, Northwestern
corner of Shirley Street and Victoria Avenue and whose postal
address is P.O. Box N-272, Nassau, Bahamas.
IV. The object or purpose for which the Company is established
is to engage in any act or activity that is not prohibited under
any law for the time being in force in the Commonwealth of the
Bahamas.
V. The liability of the members is limited.
VI. This Memorandum may be amended at any time and from time to
time by ordinary resolution of the sole Director or of the
Directors (if more than one).
VII. The capital of the Company is Five thousand dollars in the
currency of United States of America (US$5,000.00) divided into
Five thousand (5,000) Ordinary Shares having a par value of one
dollar (US$1.00) each, with power to divide the shares. in the
capital for the time being into several classes and series and
whether to bearer or otherwise and with power to increase or
reduce the capital and to issue any of the shares in the capital,
original, increased or reduced with or subject to any
preferential, special or qualified rights or conditions as
regards dividends, repayment of capital, voting or otherwise, as
the sole Director or the Directors (if more than one) of the
Company may from time to time by ordinary resolution designate.
The Company shall also have power to issue redeemable preference
shares and share warrants as provided in its Articles of
Association. The sole Director or the Directors (if more than
one) is or are hereby expressly authorised to issue bearer shares
and to fix by ordinary resolution of the Directors any
designations, powers, preferences, rights, qualifications,
limitations or restrictions on each class or series of shares as
the sole Director or the Directors (if more than one) think fit.
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If the sole Director or the Directors (if more than one) shall
cause bearer shares to be issued or exchanged for registered
shares, notice by the Company to the holders of bearer share
certificates shall be given by one publication in the Official
Gazette of the Commonwealth of the Bahamas or by one
advertisement in the Nassau Guardian newspaper.
The persons whose names and addresses are subscribed are
desirous of being formed into a company in pursuance of this
Memorandum of Association and agree to take the number of shares
in the capital of the Company set opposite their respective
names.
Names, Addresses and Descriptions Number of Shares taken
of Subscribers by each Subscriber
1. GRAHAMCO LIMITED,
Nassau, Bahamas,
by its representative,
Dianne C. Knowles,
Corporate Supervisor,
P.O. Bo N-272,
Nassau, Bahamas.
/s/ Dianne C. Knowles One Share
Dianne C. Knowles
2. NOMCO LIMITED,
Nassau, Bahamas,
by its representative,
Dianne C. Knowles,
Corporate Supervisor,
P.O. Box N-212,
Nassau, Bahamas.
/s/ Dianne C. Knowles One Share
Dianne C. Knowles
TOTAL SHARES TAKEN Two Shares
Dated this 8th day of September A.D., 1995.
WITNESS:
/s/ Claudine Paul
Claudine Paul
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COMMONWEALTH OF THE BAHAMAS
Registrar General's Department
I certify the foregoing to be a true
copy of the original document.
/s/ illegible
Registrar General
AUG 18 1999.
COMMONWEALTH OF THE BAHAMAS
New Providence
The International Business Companies Act 1989
MEMORANDUM OF ASSOCIATION
OF
THE SOUTHERN ENERGY CO. INC.
GRAHAM, THOMPSON CO.
Chambers,
Sassoon House,
Shirley Street,
Nassau, New Providence,
Bahamas.
