<PAGE> 1
FORM NO.2 EXHIBIT 3.1
[BERMUDA LOGO]
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) AND (2))
MEMORANDUM OF ASSOCIATION
OF
W.P. STEWART & CO., LTD.
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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.
We, the undersigned, namely,
<TABLE>
<CAPTION>
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(YES/NO) SUBSCRIBED
<S> <C> <C> <C>
Peter Bubenzer
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
Andresa L. Tucker
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda Yes British 1
Rachael M. Lathan
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 allowed 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 allowed to us
respectively.
<PAGE> 2
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
all, including the following parcels-
Not Applicable
5. The authorised share capital of the Company is $12,000.00 divided into
shares of U.S. four hundred dollars 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-
See Attached.
7. The Company has the powers set out in the Schedule annexed hereto.
<PAGE> 3
5.
(i) To carry on business as a holding company and to acquire and hold
shares, stocks, debenture stock, bonds, mortgages, obligations and
securities of any kind issued or guaranteed by any company,
corporation or undertaking of whatever nature and wherever
constituted or carrying on business, and shares, stock, debentures,
debenture stock, bonds, obligations and other securities issued or
guaranteed by any government, sovereign ruler, commissioners,
trust, local authority or other public body, whether in Bermuda or
elsewhere, and to vary, transpose, dispose of or otherwise deal
with from time to time as may be considered expedient any of the
Company's investments for the time being;
(ii) To acquire any such shares and other securities as are mentioned in
the preceding paragraph by subscription, syndicate participation,
tender, purchase, exchange or otherwise and to subscribe for the
same, either conditionally or otherwise, and to guarantee the
subscription thereof and to exercise and enforce all rights and
powers conferred by or incident to the ownership thereof;
(iii) To co-ordinate the administration, policies, management,
supervision, control, research, planning, trading and any and all
other activities of any company or companies now or hereafter
incorporated or acquired which may be or may become a company,
wherever incorporated, which is or becomes a holding company or a
subsidiary of, or affiliated with, the Company within the meanings
respectively assigned to those terms in The Companies Act 1981 or,
with the prior written approval of the Minister of Finance, any
company or companies now or hereafter incorporated or acquired with
which the Company may be or may become associated;
(iv) To act as sponsors or representatives for any company, unit trust,
partnership or other entity seeking a listing of its shares, units
or other instruments on any Stock Exchange, and to act as agent or
representative of any company listed on any Stock Exchange and to
arrange and sponsor public and private issues of shares and loan
capital and to negotiate and underwrite such issues;
(v) To act as agents for the sale and purchase of any stocks, shares or
securities, or for any other monetary or mercantile transaction and
as managers and investment advisers for any company, partnership,
public or private body, association, individual or entity
("Person") wherever incorporated, formed or based outside Bermuda
and, with the prior permission in writing of the Minister of
Finance for any Person or any class or group of Persons
incorporated, formed or based in Bermuda ("a Bermuda Person");
(vi) To act as underwriters, sponsors and agents for any government and
other authority and, for any Person and, with the prior permission
in writing of the Minister of Finance, any Bermuda Person;
(vii) To provide financial services, advice and facilities of every
description, including (but without limiting the generality of the
foregoing words) all these capable of being provided by
stockbrokers, stockjobbers, promoters and managers of investment
vehicles, investment media, financial advisers, underwriters and
issuing houses to any Person and, with the prior permission in
writing of the Minister of Finance, any Bermuda Person;
(viii) To invest the funds of or available to the Company in the share or
loan capital of any other company, partnership or other enterprise
wherever incorporated, formed or carrying on business, and in the
bonds or other obligations of any authority, undertaking or
corporation, whether public or private;
(ix) As set forth in paragraphs (b) to (n) and (p) to (u) inclusive in
the Second Schedule to The Companies Act 1981.
<PAGE> 4
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 hydrocarbon 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.
<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 licenses, 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 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 objects;
(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
Signed by each subscriber in the presence of at least one witness attesting
the signature thereof-
/s/ Peter Bubenzer /s/ Angela Browne
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/s/ Ruby L. Rawling /s/ Angela Browne
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/s/ Andresa L. Tucker /s/ Angela Browne
-------------------------------- -----------------------------
/s/ Rachael M. Lathan /s/ Angela Browne
-------------------------------- -----------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 23rd day of June, 1998
<PAGE> 7
STAMP DUTY (To be affixed)
Not Applicable
<PAGE> 8
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 l992:51]
(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 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 incorporating 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
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;
<PAGE> 9
3
(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 fulfillment 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 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.
<PAGE> 10
[BERMUDA LOGO]
BERMUDA
TAX ASSURANCE
WHEREAS the Minister of Finance ("the Minister"), pursuant to section 2 of the
Exempted Undertakings Tax Protection Act 1966, is authorised to enter into an
arrangement with any exempted undertaking upon application.
WHEREAS such undertakings may be given an assurance that in the event of there
being enacted in Bermuda any legislation imposing tax computed on profits or
income or computed on any capital asset, gain or appreciation, or any tax in the
nature of estate duty or inheritance tax, then the imposition of any tax
described herein shall not be applicable to such undertakings or to any of its
operations or the shares, debentures or other obligations of the said
undertakings.
THEREFORE the Minister, upon application, hereby grants the aforementioned
assurance to:
W.P. STEWART & CO., LTD.
("the Undertaking")
PROVIDED THAT this assurance shall not be construed so as to:
(i) prevent the application of any such tax or duty to such persons as are
ordinarily resident in these Islands; and
(ii) prevent the application of any tax payable in accordance with the
provisions of the Land Tax Act 1967 or otherwise payable in relation to
the land leased to the Undertaking.
THIS TAX ASSURANCE shall be in effect until the 28th day of March, 2016.
Given under my hand this
11th day of September, 1998
/s/ Kymn Astwood
-------------------------
Mr. Kymn Astwood
Registrar of Companies
for MINISTER OF FINANCE
<PAGE> 11
FORM NO.1a
[BERMUDA 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:-
W.P. STEWART & CO., LTD.
to be registered as an exempted Company under the Companies Act 1981, subject
to the provisions of the said Act.
DATED THIS 29th DAY OF June 1998
[SIG]
Minister of Finance
<PAGE> 12
FORM NO.7a REGISTRATION NO. 25146
[BERMUDA 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
W.P. STEWART & CO., LTD.
-----------------------
was delivered to the Registrar of Companies on the 7TH day of JULY, 1998 in
accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act").
Given under my hand this 16th
day of JULY, 1998.
[SIG]
for REGISTRAR OF COMPANIES
Capital prior to increase: US$12,000.00
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Amount of increase: US$113,000.00
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Present Capital: US$125,000.00 125,000,000 shares
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<PAGE> 13
FORM NO. 6 REGISTRATION NO. EC25146
[BERMUDA LOGO]
BERMUDA
CERTIFICATE OF INCORPORATION
I hereby in accordance with section 14 of THE COMPANIES ACT 1981 issue this
Certificate of Incorporation and do certify that on the 29TH day of JUNE, 1998
W.P. STEWART & CO., LTD.
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 and the Seal of
[SEAL] the REGISTRAR OF COMPANIES
this 30th day of JUNE, 1998.
[SIG]
for REGISTRAR OF COMPANIES
<PAGE> 14
FORM NO. 5 REGISTRATION NO. EC25146
[BERMUDA LOGO]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION AND CONSENT
GRANTED BY THE MINISTER
THIS IS TO CERTIFY that a Memorandum of Association
of
W.P. STEWART & CO., LTD.
------------------------
and the consent granted by the Minister under section 6(1) of THE COMPANIES
ACT 1981 ("the Act") were delivered to the Registrar of Companies on the 29TH
day of JUNE, 1998 in accordance with the provisions of section 14(2) of the
Act.
Given under my hand this 30th day of
JUNE, 1998.
[SIG]
for REGISTRAR OF COMPANIES
Minimum Capital of the Company: US$12,000.00
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Authorized Capital of the Company: US$12,000.00
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