<PAGE> 1
EXHIBIT 3.1
FORM NO. 2
[BERMUDA LOGO]
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
MEMORANDUM OF ASSOCIATION
OF
GOWIN HOLDINGS INTERNATIONAL LIMITED
--------------------------------------------------------------------------------
(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,
<TABLE>
<CAPTION>
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(YES/NO) SUBSCRIBED
<S> <C> <C> <C>
Brian J. Patterson
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
Antoinette Simmons
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Bernett Cox
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
</TABLE>
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.
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
<PAGE> 2
4. The Company, with the consent of the Minister of Finance, has power to hold
land situate in Bermuda not exceeding in all, including the following
parcels-
Not Applicable
5. The authorised share capital of the Company is $12,000.00 divided into
120,000 shares of U.S. ten cents 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.
<PAGE> 3
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof:
<TABLE>
<S> <C>
/s/ BRIAN J. PATTERSON /s/ ANGELA BROWNE
-------------------------------------------- --------------------------------------------
/s/ RUBY RAWLINS /s/ ANGELA BROWNE
-------------------------------------------- --------------------------------------------
/s/ ANTOINETTE SIMMONS /s/ ANGELA BROWNE
-------------------------------------------- --------------------------------------------
/s/ BERNETT COX /s/ ANGELA BROWNE
-------------------------------------------- --------------------------------------------
(Subscribers) (Witnesses)
</TABLE>
SUBSCRIBED this 10th day of December 1999
<PAGE> 4
STAMP DUTY (To be affixed)
Not Applicable
<PAGE> 5
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 manner 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 by 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 of a holding company of the
company or otherwise associated with the company;
(c) to accept, draw, make, create, issue, execute, discount, endorse, negotiate
and deal in 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, connections or
dependants 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 payment towards insurance or other
arrangements likely to benefit any such persons or otherwise advance 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.
<PAGE> 6
THE COMPANIES ACT 1981
FIRST SCHEDULE (section 11(1))
A company limited by shares, or other company having a share capital, may
exercise all or any of the following powers subject to any provision of law or
its memorandum -
(1) [repealed by 1992:51]
(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 grant, and to 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 dependants 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 bona fide 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
incorporating Act or memorandum and subject to 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
<PAGE> 7
and to sell, exchange, vary, or dispose of such 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;
(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 in 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 Schedule 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.
2
<PAGE> 8
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;
[Third Schedule to 1991:39 paragraph 1(1) provides: Any reference to a trade
mark in a provision to which this paragraph applies shall include a reference to
a service mark and accordingly any reference to a registered trade mark includes
a reference to a registered service mark.]
(r) buying, selling, hiring, letting and dealing in conveyances of any
sort; and
(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;
Inserted by
1984 : 36
(t) to acquire by purchase or otherwise and hold, sell, dispose of and deal
in real property situated outside Bermuda and in personal property of
all kinds wheresoever situated;
Inserted by
1992 : 51
(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.
1
<PAGE> 9
FORM NO. 7A REGISTRATION NO. 27492
[BERMUDA LOGO]
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of
GOWIN HOLDINGS INTERNATIONAL LIMITED
was delivered to the Registrar of Companies on the 5TH day of JANUARY, 2000 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").
[Seal of Bermuda
Registrar of Companies]
Given under my hand and Seal of the
REGISTRAR OF COMPANIES this
26TH day of JANUARY, 2000.
/s/ PAMELA ADAMS
for REGISTRAR OF COMPANIES
Capital prior to increase: US$ 12,000.00
Amount of increase: US$149,988,000.00
Present Capital: US$150,000,000.00
<PAGE> 10
FORM NO. 7
[BERMUDA LOGO]
THE COMPANIES ACT 1981
MEMORANDUM OF INCREASE OF SHARE CAPITAL
OF
GOWIN HOLDINGS INTERNATIONAL LIMITED
--------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
DEPOSITED in the office of the Registrar of Companies on the 5 January 2000
in accordance with
the provisions of section 45(3) of the Companies Act 1981.
<TABLE>
<S> <C>
Minimum Share Capital of the Company US$ 12,000.00
Authorized Share Capital of the Company US$ 12,000.00
Increase of Share Capital as authorized by a resolution
passed at a Statutory Meeting of the Company on the
14/12/99 US$149,988,000.00
-----------------
AUTHORIZED SHARE CAPITAL AS INCREASE US$150,000,000.00
-----------------
</TABLE>
DULY STAMPED in the amount of BD$NIL being the stamp duty payable on the amount
of increase of share capital of the Company in accordance with the provisions of
the Stamp Duties Act, 1976.
/s/ RUBY RAWLINS
<PAGE> 11
FORM NO. 17A REGISTRATION NO. 27492
[BERMUDA LOGO]
NOTIFICATION OF
DIMINUTION OF AUTHORISED BUT UNISSUED
SHARE CAPITAL
THIS IS TO CERTIFY that a Diminution of Authorised but Unissued Share Capital
of
TRENWICK GROUP LTD.
was delivered to the Registrar of Companies on the 27TH day of MARCH, 2000 in
accordance with section 45(1)(f) of THE COMPANIES ACT 1981 ("the Act").
[Seal of Bermuda
Registrar of Companies]
Given under my hand and Seal of the
REGISTRAR OF COMPANIES this
24TH day of APRIL, 2000.
/s/ CYNTHIA THOMAS
for REGISTRAR OF COMPANIES
Authorised Share Capital before Cancellation: US$150,000,000.00
Share Capital after
Cancellation: US$15,000,000.00
<PAGE> 12
FORM NO. 17
[BERMUDA LOGO]
THE COMPANIES ACT 1981
MEMORANDUM OF
DIMINUTION OF
AUTHORISED BUT UNISSUED SHARE CAPITAL
OF
GOWIN HOLDINGS INTERNATIONAL LIMITED
--------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
DEPOSITED in the office of the Registrar of Companies on the 27 day of
March 2000 in accordance with the provisions of section 45(1)(f) of the
Companies Act 1981.
<TABLE>
<S> <C>
Minimum Share Capital of the Company US$ 12,000.00
Authorised Share Capital of the Company US$150,000,000.00
Issued Share Capital of the company US$ 12,000.00
Cancellation of Share Capital as authorised by a resolution
passed at a Special General Meeting of the Company on 14th
day of December, 1999 which shares have not been taken or
agreed to be taken at the said date of the passing of the
resolution. US$135,000,000.00
AUTHORIZED SHARE CAPITAL AFTER CANCELLATION US$ 15,000,000.00
</TABLE>
