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EXHIBIT 3.1
COMMONWEALTH OF THE BAHAMAS
Articles of Association of
THE SOUTHERN ENERGY CO. INC.
The International Business Companies Act 1989
Company limited by Shares
1. In the interpretation of these presents, unless there be
something in the subject or context inconsistent therewith:
"the Act" means The International Business Companies
Act 1989 of the Bahamas as amended from time to time;
"Resolution of Directors" and "Resolution of Members"
have the meanings assigned thereto respectively by the
Act;
"the Directors" means the Directors for the time being;
"the Office", means the registered office for the time
being of the Company;
"the Register" means the register of members to be kept
pursuant to Section 28 (1) of the Act;
"month" means calendar month;
"in writing" and "written" include printing,
lithography and other modes of representing or
reproducing words in a visible form. Words importing
the singular number only include the plural number and
vice versa;
Words importing persons include corporations.
REGISTERED SHARES
2. The whole of the unissued shares of the Company for the
time being shall be under the control of the Directors who may
allot or otherwise dispose of the same to such persons on such
terms and conditions and at such times as the Directors think
fit. Subject to the provisions of Section 33 of the Act, any
shares may be issued on the terms that they are, or at the option
of the Company are liable, to be redeemed on such terms and in
such manner as the Company before the issue of the shares may by
Resolution of Directors determine and the Company may issue
bearer shares in such form and in such manner as the Directors
think fit.
3. Save as herein otherwise provided, the Company shall be
entitled to treat the registered holder of any share as the
absolute owner thereof and accordingly shall not, except as
ordered by a Court of competent jurisdiction or as by Act
required, be bound to recognise any equitable or other claim to
or interest in such share on the part of any other person.
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4. All the shares in the Company shall be numbered in
regular series; and every surrendered share shall continue to
beat the number by which the same was originally distinguished.
5. If several persons are registered as joint holders of any
shares the y shall be severally as well as jointly liable for any
liability in respect of such shares, but service of notices on
the first named upon the Register shall, be deemed proper service
to all joint holders. Any of such persons may give effectual
receipts for dividends.
6. For the purposes of the quorum, joint holders of any
shares shall be considered as one number.
7. Certificates in respect of shares shall be issued and the
signatures of all persons empowered to sign such certificate by
Section 27(2) of the Act and likewise the Common Seal of the
Company on such certificates may be facsimiles. in case any
person who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be Such
Director or Officer before such certificate is issued, it may be
issued by the Company with the same effect as if he were such
Director or Officer at the date of its issue.
8. Every member shall be entitled to one certificate for all
the shares registered in his name or to several certificates,
each for one or more of such shares. Every certificate of shares
shall specify the number and denoting numbers of the shares in
respect of which it is issued and the amount paid up thereon.
9. If any certificate be worn out or defaced then, upon
production thereof to the Directors, they may order the same to
be cancelled and may issue a new certificate in lieu thereof; and
if any certificate be lost or destroyed then, upon proof thereof
to the satisfaction of the Directors and on such indemnity as the
Directors may deem adequate being given, a new certificate in
lieu thereof shall be given to the parties entitled to such lost
or destroyed certificate.
10. The certificate of shares registered in the names of two or
more persons shall be delivered to the person first named on the
Register.
TRANSFER OF REGISTERED SHARES
11. The instrument of transfer (which need not be under
Seal) of any share in the Company shall be executed by both the
transferor and the transferee and the transferor shall be deemed
to remain a holder of such share until the name of the transferee
is entered in the Register in respect thereof.
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12. Subject to such restrictions contained in these Articles
as may be applicable, any member may transfer all or any of his
shares by instrument in writing in any usual or common form or
any form which the Directors may approve.
13. The Directors may decline to register any transfer of
shares without assigning any reason therefor.
14. No transfer shall be made to an infant or to a person of
unsound mind.
15. The transfer books and the Register may be closed
at such times and for such periods as the Directors may from time
to time determine.
16. Every instrument of transfer shall be left at the Office
of the Company for registration, accompanied by the certificate
or certificates covering the shares to be transferred and such
other evidence as the Directors may require to prove the title of
the transferor or his right to transfer the shares.
TRANSMISSION OF REGISTERED SHARES
17. The legal representatives of a deceased member (not
being one of several joint holders) shall be the only persons
recognised by the Company as having any title to his shares and,
in case of the death of any one or more of the joint holders of
any registered shares, the survivor or survivors shall be the
only person or persons recognised by the Company as having any
title to or interest in such shares.
18. Subject to the provisions of Section 30 of the Act any
person becoming entitled to any shares in consequence of the
death of any member or in any other way than by transfer may,
with the consent of the Directors and upon the production of such
evidence as may from time to time be required by the Directors,
be registered as a member or, subject to the provisions an to
transfers hereinbefore contained, may transfer such shares to
some other person by executing to the latter an instrument of
transfer.
BEARER SHARES
19. (1) The Directors may issue bearer shares and upon any
issue of bearer shares the Directors shall issue share
certificates to be called bearer share certificates in respect of
all the bearer shares issued which have been fully paid.
Bearer shares and bearer share certificates shall be issued on
the following terms and conditions, which shall be written on the
reverse side of each bearer share certificate:
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(a) Except as hereinafter provided, the bearer of a
bearer share certificate shall be deemed to be a member
of the Company and shall be entitled to the same
privileges and advantages as he would have had if his'
name had been included in the Register of Members of
the Company as holder of the shares comprised in the
certificate.
(b) No person being the bearer of a bearer share
certificate shall be entitled (i) to sign a requisition
calling a meeting or to give notice of intention to
submit a resolution to a meeting or (ii) to attend or
vote by himself or his proxy or exercise any privilege
as a member at a meeting, unless he shall, in the first
case, before or at the time of lodging such requisition
or giving such notice of intention as aforesaid, or, in
the second case, three days at least before the day
fixed for the meeting, have deposited the certificate
at the registered office of the company or at such
other place appointed by the Directors, and unless the
Certificate shall remain so deposited until after the
meeting or any adjournment thereof shall have been
held.
(c) Not more than one name shall be received an that of
the bearer of a bearer share certificate.
(d) To any person so depositing a bearer share
certificate there shall be delivered a
voucher subscribed by a director or the Secretary
stating the name and address of that person and
describing the shares included in the certificate so
deposited, and bearing the date of issue of the
voucher, and such voucher shall entitle him, or his
proxy duly appointed to attend and vote at any general
meeting hold within three months from date of the
voucher in the same way an if he were the registered
holder of the shares specified in the voucher.
(e) Upon delivery of the voucher to the Company the
bearer of the voucher shall be entitled to receive
forthwith the bearer share certificate in respect of
which the voucher was given.
(f) The bearer of a bearer share certificate shall not,
save as provided in sub-paragraph (b) above, be
entitled to exercise any right as a member, unless (if
called upon by any director or the Secretary so to do)
he produces the certificate and states his name and
address.
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(g) The shares comprised in a bearer share certificate
shall be transferred by the delivery of the
certificate without any written transfer and without
registration, and the provisions herein contained with
reference to the transfer of and the lien of the
Company on shares shall not apply.
(h) Upon surrender of his bearer share certificate to
the Company for cancellation, the bearer shall be
entitled to have his name entered as a member in
the Register of Members in respect of the shares
comprised in the certificate, but the Company shall in
no case be responsible for any loss or damage incurred
by any person by reason of the Company entering in the
Register upon the surrender of any bearer share
certificate the name of any person not the true and
lawful owner of such certificate. (i) Any notice to be
given by the Company to the holder of bearer share
certificates shall be deemed duly given by one
publication in the Official Gazette of the Commonwealth
of the Bahamas or by one advertisement in the Nassau
Guardian newspaper.
(2) Any person being the holder of shares in respect of
which his name is entered in the Register of Members may
apply in writing to the Directors to have his share
converted into bearer shares, and upon producing to the
Directors his share certificate and upon providing such
affidavit, statutory declaration or other evidence of
authentication as the Directors may require and upon paying
such of the expenses incurred by the Company in the matter
as the Directors may determine, such person shall be
entitled to be issued with one or more bearer share
certificates in the same manner and on the same terms and
conditions as set out in paragraph (1) of this regulation.
Upon issue of a bearer share certificate in accordance with
this regulation the Directors shall strike the name of the
person to whom it has been issued from the Register of
Members as if he had ceased to be a member and shall enter
in the Register the details.
BORROWING POWERS
20. The Directors may from time to time, at their
discretion, raise or borrow or secure the payment of any sum or
sums of money for the purposes of the Company.
21. The Directors may raise or secure the payment or
repayment of such money in such manner and upon such terms and
conditions in all respects as they think fit and in particular by
the issue of bonds, mortgages, debentures or debenture stock
perpetual or otherwise, notes or other obligations of the Company
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charged upon all or any part of the property of the Company (both
present and future).
22. Debentures, debenture stock and other securities may be
made assignable, free from any equities, between the Company and
the person to whom the same may be issued.
PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS
23. No business shall be transacted at any general meeting
of the members unless a quorum is present. ,A quorum shall
consist of one or more members, present in person or by proxy,
holding more than fifty percent of the issued shares of the
Company.
24. If, within one hour from the time appointed for the
meeting, a quorum is not present, the meeting, if convened upon
the requisition of members, shall be dissolved; in any other case
it shall stand adjourned to the same day in the next week at the
same time and place; and if at such adjourned meeting a quorum is
not present, those members who are present shall be a quorum and
may transact the business for which the meeting was called.
25. The Chairman of the Board of Directors, if any, shall
preside as Chairman at every meeting of the members or, if there
is no such Chairman, the Directors present shall elect one of
their number to be Chairman of the meeting.
26. In the absence of the Chairman of the Board of
Directors, if any, or if no Director is present or no Director is
willing to act as Chairman, the members present shall
choose one of their number to be Chairman.
27. The Chairman may, with the consent of the meeting,
adjourn any meeting from time to time and from place to place but
no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the
adjournment took place.
28. Every question submitted to a meeting shall be decided
in the first instance by a show of hands and in the case of an
equality of votes the Chairman shall, both on a show of hands and
at the poll, have a casting vote in addition to the vote or votes
to which he may be entitled as a member.
29. (1) At any general meeting of the members unless a poll
is demanded by a member present in person or by proxy, a
declaration by the Chairman that a Resolution has been carried
and an entry to that effect in the book of proceedings of the
members shall be sufficient evidence of the fact, without proof
of the number or proportion of the votes recorded in favour of or
against such Resolution.
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(2) If a quorum be present which is represented by only
one person then such person may resolve any matter and a minute
signed by such person accompanied where such person be a proxy by
a copy of the proxy form shall constitute a valid resolution of
members.
30. If a poll is demanded it shall be taken in such manner
as the Chairman directs and the result of such poll shall be
deemed to be the Resolution of the members.
VOTES OF MEMBERS
31. Every member holding voting shares shall either in
person or by proxy have one vote on a show of hands and on a poll
shall have one vote for every voting share held. Where a
corporation, being a member, wishes to be present, it must be
represented by a proxy; such proxy shall be entitled to vote for
such corporation on a show of hands and also on a poll.
32. If any member is a lunatic or idiot, he may vote by any
person appointed by a Court of competent jurisdiction as his
legal curator.
33. Votes may be given either personally or by permanent or
ad hoc proxy.
34. If there be joint registered holders of any shares, the
vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the
other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the Register
in respect of the joint holding.
35. No member shall be entitled to be present or to vote on
any question, either personally or by proxy or as a proxy for
another member, at any meeting or upon a poll or be reckoned in a
quorum, whilst any sum shall be due and payable to the Company in
respect of any of the shares of such member.
36. The instrument appointing a proxy shall be in writing
under the hand of the appointor or his attorney or, if such
appointor is a corporation with a Common Seal, under such Common
Seal or, if such corporation has not by its regulations any such,
Seal, then in such manner as may be acceptable to the Directors.
A proxy need not be a member of the Company.
37. The instrument appointing a proxy shall be deposited
with the Secretary before or at the meeting for which it is to be
used and, if permanent, may be recorded with the Secretary.
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38. A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous
death of the principal or revocation of the proxy or transfer of
the shares in respect of which the vote is given, provided no
intimation in writing of the death, revocation or transfer shall
have been received before the meeting.
39. An instrument appointing a proxy shall be in the
following form or as near thereto as circumstances admit:- I, of
being a member of hereby appoint of as my proxy to vote for me
and on my behalf at the meeting of the members to be held on the
_________day of and at any adjournment thereof.
As witness my hand this_________ day of
Signed by the said
OFFICERS
40. The Officers of the Company shall be appointed by the
Directors and may consist of a President, one or more
Vice-Presidents, a Secretary and a Treasurer and such other
officers as the members or the Directors may from time to time
think necessary, and such other officers shall perform such
duties as may be prescribed by the Directors. They shall hold
office until their successors are appointed, but any officer may
be removed at any time by Resolution of members or of Directors.
If any office becomes vacant the members in general meeting or
the Directors may fill the same.
41. Any person may hold more than one of these offices and
no officer need be a member of the Company.
PRESIDENT
42. The President shall perform such duties an may be
prescribed by these Articles, or by Resolution of members or of
Directors.
VICE-PRESIDENT
43. A Vice-President, in the absence or disability of the
President, may perform the duties and exercise the powers of the
President and shall perform such other duties an may be
prescribed by these Articles, or by Resolution of members or
Directors.
TREASURER
44. The Treasurer shall perform such duties as may be
prescribed by these Articles, or by Resolution of members or of
Directors and, if and when directed so to do by Resolution of
members or of Directors, shall keep full and accurate accounts of
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the receipts and disbursements of the Company and shall render to
the Directors at regular meetings of the Directors, or whenever
they may require it, a statement of the financial condition of
the Company.
SECRETARY
45. The Secretary shall attend and keep the minutes of the
meetings of the members and of the Directors. He shall also
summon meetings and keep such other books and records of the
Company and the Directors as may be required by Resolution of
members or of Directors and perform such other duties as. may be
prescribed by these Articles, or by Resolution of members or of
Directors.
THE SEAL
46. The Directors shall provide for the safe custody of the
Seal and the Seal shall never be used except by the authority of
the Directors or of a Committee of the Directors authorised by.
the Directors for that purpose. Every instrument to which the
Seal is to be affixed shall be executed on behalf of the Company
by the President or a Vice-President or a Director signing the
same and affixing thereto the Seal of the Company in the presence
f the Secretary or another Director or another Officer who shall
sign the instrument as witness: provided that in the case of
certificates of title to shares the provisions of Article 7 and
of Section 27(2)(b) of the Act shall apply.
DIRECTORS
47. The first Directors of the Company shall be elected by
the members at a general meeting of the members who shall hold
office until replaced at a subsequent general meeting. The
Directors shall be not less than one nor more than seven in
number.
48. A Director replaced at a subsequent meeting may be
re-appointed as a Director of the Company on a subsequent date.
49. A Director need not be a member of the Company and no
shareholding qualification shall be necessary to qualify a person
as a Director.
50. The remuneration, if any, of the Directors shall from
time to time be determined by the members in general meeting or
by Resolution of Directors at any time and such remuneration
shall be deemed to accrue from day to day. The Directors may also
be paid all travelling, hotel and other expenses properly
incurred in attending and travelling to and returning from
meetings of the Directors or of any committee of the Directors or
general meetings of the members or in connection with the
business of the Company.
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51. The office of a Director shall ipso facto be vacated:
(a) if he becomes bankrupt or suspends payment to or
compounds with his creditors,
(b) if he becomes lunatic or of unsound mind or All the
other Directors shall have unanimously resolved that he is
physically or mentally incapable of performing the functions
of a Director;
(c) if by notice in writing to the Company he resigns his
office;
(d) if he fails to make proper disclosure under the
provisions of Section 55 of the Act; and
(e) if he is removed by Resolution of members or if his
resignation in writing is requested by not less than three
(3) of the other Directors.
52. The continuing Directors may act notwithstanding any
vacancy in their body. However, so long as their number is
reduced below the number fixed by or established pursuant to
these Articles as the necessary quorum of Directors, the
continuing Director or Directors may act for the purposes of
increasing the number of Directors to the number necessary to
constitute a quorum or to the minimum number fixed by Article 47
or of summoning a general meeting of the shareholders, but for no
other purpose.
53. Any casual vacancy in the Board of Directors may at any
time be filled by the Directors but every person so chosen shall
retain office so long only as the vacating Director would have
retained the same if no vacancy had occurred.
54. The Directors or the members in general meeting shall
have power at any time, and from time to time, to elect any
person as a Director as an addition to the Board but so that the
total number of Directors shall not at any time exceed the
maximum number fixed as above.
ALTERNATE DIRECTORS
55. Any Director may at any time appoint any person approved
by the Directors to be an alternate Director of the Company and
may at any time remove any alternate Director so appointed by
him. An alternate Director so appointed shall not be entitled to
receive any remuneration from the Company but shall otherwise be
subject to the provisions of these presents with regard to
Directors. An alternate Director shall (subject to his giving to
the Company an address at which notices may be served upon him)
be entitled to receive notices of all meetings of the Board and
to attend and vote as a Director at any such meeting at which the
Director appointing him is not personally present and generally
to perform all the functions of his appointor a's a Director in
the absence of such appointor.
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An alternate Director shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director.
All appointments and removals of alternate Directors shall be
effected in writing under the hand of the Director making or
revoking such appointment and lodged with the Secretary at the
Company's office.
MANAGING DIRECTOR
56. The members in general meeting or the Directors may from
time to time appoint one or more of the Directors to be a
Managing Director or Managing Directors of the Company either for
a fixed term or without any limitation as to the period for which
he or they is or are to hold such office and may from time to
time remove or dismiss him or them from office and appoint
another or others in his or their place or places.
57. The remuneration of a Managing Director shall from time
to time be fixed by the Directors and may be by way of salary or
commission or participation in profits or by any or all of those
modes.
58. The Directors may from time to time entrust to and
confer upon a Managing Director for the time being such of the
powers exercisable under these presents, by the Directors as they
think fit and may confer such powers for such time, and to be
exercise d for such objects and purposes and upon such terms and
conditions and with such restrictions as they think expedient;
and they may confer such powers either collaterally with, or to
the exclusion of and in substitution for all or any of the powers
of the Directors in that behalf; and may from time to time
revoke, withdraw or vary all or any of such powers.
PROCEEDINGS OF DIRECTORS
59. The Directors may meet together for the dispatch of
business, adjourn and otherwise regulate their meetings and
proceedings as they think fit and may determine the quorum
necessary for the transaction of business. Until otherwise
determined, two Directors shall be a quorum. It shall not be
necessary to give notice of a meeting of Directors to a Director
who is not within the Bahamas.
60. The Chairman of the Board of Directors, if any, shall
preside at all meetings of the Directors or, if there is no such
Chairman, the Directors present shall choose someone of their
number to be the Chairman of the meeting. In the absence of the
Chairman of the Board of Directors, the Directors present shall
choose someone of their number to be Chairman of the meeting.
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61. A meeting of the Directors for the time being at which
quorum is present shall be competent to exercise all or any of
the authorities, powers and discretions by or under the
regulations of the Company for the time being vested in or
exercisable by the Directors generally.
62. A Director may at any time convene a meeting of the
Directors. Questions arising at any meeting shall be decided by a
majority of votes and in case of an equality of votes the
Chairman shall have a second or casting vote.
63. The Directors may meet as provided by Section 47(2) of
the Act.
64. The Directors may delegate any of their powers to
committees each consisting of two or more members of their body
as they think fit. Any committee so formed shall, in the exercise
of the powers so delegated, conform to any regulations that may
from time to time be made or imposed upon it by the Directors.
65. The meetings and proceedings of any such committee shall be
governed by the provisions herein contained for regulating the
meetings and proceedings of the Directors, so far as the same are
applicable thereto, and not superseded by any regulations made by
the Directors under the last preceding clause.
66. All acts done by any meeting of the Directors, or of a
committee of Directors or by any person acting as a 'Director,
hall, notwithstanding that it afterwards be discovered that here
was some defect in the election of any such Director or persons
acting as aforesaid or that they or any of them were or was
disqualified, be as valid as though every such person hadbeen
duly elected and was qualified to be a Director.
67. (1) A Resolution in writing signed by a majority of the
Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and constituted.
(2) If the Company shall have only one director the
provisions herein contained for meetings of the directors shall
not apply but such sole director shall have full power to
represent and act for the Company in all matters as are not by
the Act or the Memorandum or these Articles required to be
exercised by the members of the Company and in lieu of minutes of
a meeting shall record in writing and sign a note or memorandum
of all matters transacted requiring a resolution of directors.
Such a note or memorandum shall constitute sufficient evidence of
such resolution for all purposes.
68. If any Director, being willing, shall be called upon to
perform extra services or to make any special exertions in going
or residing abroad or otherwise for any of the purposes of the
Company, the Company shall remunerate the Director for so doing
by a fixed sum or by percentage of profits or otherwise as may be
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determined by the Directors, and such remuneration may be either
in addition to or in substitution for his share in the
remuneration above provided.
POWERS OF DIRECTORS
69. The management of the business of the Company shall be
vested in the Directors who, in addition to the powers and
authorities by these presents or otherwise expressly conferred
upon them, may exercise all such powers and do all such acts as
expressly directed or required to be exercised or done by
Resolution of members but subject nevertheless to the provisions
of the Act and of these presents.
70. Without prejudice to the general powers conferred by the
last preceding clause and the other powers conferred by these
presents, it is hereby expressly declared that the Directors
shall have the following powers, that is to say:
(1) To pay the costs, charges and expenses preliminary and
incidental to the continuation promotion, formation,
establishment and registration of the Company under the
Act.
(2) To purchase or otherwise acquire for the Company any
property (real or personal), rights or privileges which
the Company is authorised to acquire at such price and
generally on such terms and conditions as they think
fit.
(3) To sell, exchange, assign or otherwise dispose (with or
without valuable consideration) of all or any of the
property (real or personal) of the Company and to sign,
seal, execute and deliver conveyances, transfers and
assignments of any property so sold, exchanged,
assigned or otherwise disposed of.
(4) At their discretion to pay for any property, rights or
privileges acquired by or services rendered to the
Company either wholly or partially in cash or in
shares, bonds, debenture or other securities of the
Company, and any such shares shall be issued as fully
paid up; and any such bonds, debentures or other
securities may be either specifically charged upon all
or any part of the property of the Company or not so
charged.
(5) To secure fulfillment of any contracts or engagements
entered into by the Company by mortgage or charge of
all or any of the property of the Company for the time
being or in such other manner as they think fit.
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(6) To institute, conduct, defend, compound or abandon any
legal proceedings by and against the Company or its
officers or otherwise concerning the affairs of the
Company; and also to compound and allow time for
payment or satisfaction of any debts due and of any
claims or demands by or against the Company.
(7) From time to time to provide for the management of the
affairs of the Company abroad in such manner as they
think fit and in particular by power of attorney under
seal to appoint any persons to be attorneys or agents
of the Company with such powers (including power to
subdelegate) and upon such terms as may be thought fit.
(8) To invest and deal with any of the moneys of the
Company not immediately required for the purposes of
the Company and upon such securities and in such manner
as they may think fit and from time to time to vary or
realise such investments.
(9) To enter into all such negotiations and contracts and
rescind and vary all such contracts and execute and do
all such acts, deeds and things in the name of and on
behalf of the Company as they may consider expedient
for or in relation to any of the matters aforesaid or
otherwise for the purposes of the Company.
DIVIDENDS
71. Subject to the rights and interests of any other class
of shareholder that may be created, the profits of the Company
shall be divisible among the ordinary shareholders in proportion
to the capital paid up on the shares held by them respectively.
72. Subject to the provisions of Sections 36 and 37 of the
Act the Directors may from time to time declare and pay the
members entitled thereto such dividends as appear to the
Directors to be Justified by the profits of the Company.
73. Unless otherwise directed, any dividend may be paid by
cheque or warrant or bank transfer order and in the case of a
cheque or warrant may be sent through the post to the registered
address of the member entitled thereto or, in the case of joint
holders, to the registered address of that holder, whose name
stands first on the Register in respect of the joint holding, and
every cheque or warrant so sent shall be made payable to the
order of the person to whom it is sent.
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RESERVES
74. The Directors may, before recommending any dividend, set
aside out of the profits of the Company such sums as they think
proper as a reserve fund to meet contingencies or for equalising
dividends or for special dividends or bonuses or the redemption
of preference shares or for repairing, improving and maintaining
any of the property of the Company and for such other purposes as
the Directors shall in their absolute discretion think conducive
to the interests of the Company and may invest the several sums
so set aside upon such investments as they may think fit and from
time to time deal with and vary such investments and dispose of
all or any part thereof for the benefit of the Company and may
divide the reserve fund into such special funds as they think fit
and employ the reserve fund or any part thereof in the business
of the Company and that without being bound to keep the same
separate from the other assets.
CAPITALISATION OF PROFITS AND RESERVES
75. The Directors may resolve that it is desirable to
capitalise any undivided profits of the Company not required for
paying the dividends on any shares carrying a fixed cumulative
preferential dividend (including profits carried and standing to
the credit of any reserve or reserves or other special account)
and accordingly that the Directors appropriate the profits
resolved to be capitalised to the members in the proportions in
which such profits would have been divisible amongst them had the
same been applied in paying dividends instead of being
capitalised and to apply such profits on their behalf in paying
up in full unissued shares, debentures or securities of the
Company of a nominal amount equal to such profits, such shares,
debentures or securities to be allotted and distributed, credited
as fully paid up, to and amongst such members in the proportion
aforesaid or partly in one way and partly in the other. Provided
that the capital redemption reserve fund may, for the purposes of
this Article, only be applied in the paying up of unissued shares
to be issued to members as fully paid.
76. Whenever such a resolution as aforesaid shall have been
passed, the Directors shall make all appropriations and
applications of the undivided profits resolved to be capitalised
thereby and all allotments and issues of fully paid shares,
debentures or securities, if any, and generally shall do all acts
and things required to give effect thereto with full power to the
Directors to make such provision by the issue of fractional
certificates or by payment in cash or otherwise as they think fit
in the case of shares, debentures or securities becoming
distributable in fractions and also to authorise any person to
enter, on behalf of all the members interested, into an agreement
with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares,
<PAGE> 47
debentures or securities to which they may be entitled upon such
capitalisation; and any agreement made under such authority shall
be effective and binding on all such members.
ACCOUNTS
77. (1) The Directors shall cause true accounts of the
receipts and disbursements of cash and of the assets and
liabilities of the Company to be kept at the Office of the
Company or at such other place as the Directors may from time to
time appoint and, subject to any reasonable restrictions as to
the time and manner of inspecting the same that may be imposed by
the Directors, such accounts shall be open to the inspection of
the members during the hours of business.
(2) When called upon to do so by members holding
fifty-one percent or more of the issued voting capital the
Directors shall lay before the members in general meeting:
(a) a Statement of income and Expenditure for the past
year, and
(b) a Balance sheet containing a summary of the assets
and liabilities of the Company both such Statement and
Balance Sheet being made up to a date not more than six
months before such meeting.
AUDIT
78. The Directors shall make all necessary arrangements for
the audit from time to time as they see fit of the books and
accounts of the Company.
NOTICES
79. A notice may be served by the Company upon any member
either personally or by sending it through the post in a prepaid
letter addressed to such member at his registered red address.
80. All notices directed to be given to the members shall,
with respect to any share to which persons are Jointly entitled,
be given to whichever of such persons in named first on the
Register; and the notice so given shall be sufficient notice to
all the holders of such shares.
81. The signature to any such notice to be given by the
Company may be written, typewritten or printed.
82. Any notice, if served by post, shall be deemed to have
been served at the time when in the ordinary course of post the
letter containing the same would be delivered; and in proving
such notice it shall be sufficient to prove that the letter
containing the notice was properly addressed and put into the
post office.
<PAGE> 48
83. Any member or Director may waive the right to receive
notices by an instrument in writing signed by him before, at or
after any meeting.
INDEMNITY
84. Save and except so far as the provision of this Article
shall be avoided by any provision of the Act, the Directors,
Secretary and other Officers for the time being of the Company
and the Trustees (if any) for the time being acting in relation
to any of the affairs of the Company and every one of them and
every one of their heirs, executors and administrators shall be
indemnified and secured harmless out of the assets and profits of
the Company from and against all actions, costs, charges, losses
damages and expenses which they or any of them, their or any of
their heirs, executors or administrators shall or may incur or
sustain by or by reason of any act done, concurred in or omitted
in or about the execution of their duty or supposed duty in their
respective offices or trusts except such (if any) as they shall
incur or sustain through or by their own wilful neglect or
default respectively and none of them shall be answerable for the
acts, receipts or defaults of the other or others of them or for
joining in any receipt for the sake of conformity or for any
bankers or other person with whom any moneys or effects belonging
to the Company shall or may be lodged or deposited for safe
custody or for the insufficiency or deficiency of any security
upon which any moneys of or belonging to the Company shall be
placed out or invested or for any other loss, misfortune or
damage which may happen in the execution of their respective
offices or trusts or in relation thereto except the same shall
happen by or through their own wilful neglect or default
respectively.
AMENDMENT
85. The Directors may from time to time amend the
Memorandum of Association or these Articles of Association by
Resolution.
IN WITNESS WHEREOF WE, the Subscribers to the
Memorandum of Association have hereunto subscribed our names
this 8th day of September A.D. 1995
GRAHAMCO LIMITED, NOMCO LIMITED,
Nassau, Bahamas, Nassau, Bahamas,
by its representative, by its representative,
Dianne C. Knowles Dianne C. Knowles
Corporate Supervisor Corporate Supervisor
P.O. Box N- 272, P.O. Box N- 272
Nassau, Bahamas Nassau, Bahamas
/s/ Dianne C. Knowles /s/ Dianne C. Knowles
Dianne C. Knowles Dianne C. Knowles
<PAGE> 49
Signed by the Subscribers
to the Memorandum of Association
in the presence of:
/s/ Claudine Paul
Claudine Paul
COMMONWEALTH OF THE BAHAMAS
Registrar General's Department
I certify the foregoing to be a true copy of the
original document
/s/ Illegible
Asst. Registrar General
<PAGE> 50
COMMONWEALTH OF THE BAHAMAS
New Providence
The International Business Companies Act 1989
ARTICLES OF ASSOCIATION
OF
THE SOUTHERN ENERGY CO. INC.
GRAHAM, THOMPSON & CO.
Chambers,
Sassoon House,
Shirley Street,
Nassau, New Providence,
Bahamas.
