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THE COMPANIES ACT 1948 TO 1967 COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
1. The name of the Company is:— "Thistleworth Marine Limited".
2. The Registered Office of the Company will be situate in England.
3. The objects for which the Company is established are:
A. To take on lease, purchase, construct, acquire and develop land or otherwise acquire moorings or other
boat accommodation including land, wharfs, piers, docks, terminals, building or works capable of being used advantageously with the business of the Company as a Marine Company.
B. To construct, hire, purchase, take on lease or otherwise acquire and work boats and vessels of any class compatible with that of operating a Marine Company; to establish, maintain and service such boats and vessels; generally to carry on the business of a Marine Company including but without limitation the selling and letting or hire of boats; transportation of goods by its own vessels and other forms of transportation or by the vessels and modes of transportation of others.
C. In connection with any of the objects aforesaid to negotiate and contract with all authorities and societies and persons having an interest in the Company of whatever nature, to provide facilities for mooring; to provide pumps, anchors, tugs and
all other articles, and all types and services ancillary to or in connection therewith including the renewal of bridges, walkways and pontoons; to carry on the business of boatwrights, engineers, manufacturers of machinery; to provide the services
of a ship chandler and supplier generally for boats and marine establishments; and to provide for the improvement of the tidal grid.
D. To acquire or grant concessions or licenses for the _ establishment of liner of vessels or for the formation of any piers, dock or other works in connection therewith.
E. To insure vessels and other Property of the Company in any manner.
F. To borrow money or grant loans on ship vessels goods and merchandise or otherwise.
G. To buy and sell merchandise for freighting.
H. To sell, resell or sublet any mooring concession or to grant licences in connection therewith and to act as commission agents for the sale and purchase of boats or any business bonneted therewith.
I. To provide facilities for storing warehousing carriage and distribution of merchandise in connection with marina enterprises including that of the Company.
J. To_carry on business of inland waterway carriers.
K. To apply for the grant of any power which may be conferred by any authority or any licence or franchise that may appear conducive to the interests of the Company.
L. To construct sewers, roads, streets, buildings, houses, shops, flats or works of any description on or in connection with any land owned by the Company.
M. To invest and deal with the moneys of the Company in or upon such securities and subject to such conditions as may seem expedient, or otherwise to invest or deal with money in any manner which the Company shall think fit.
N. To lend money to such persons, upon such terms and/or security and subject to such conditions as may seem desirable.
O. To guarantee the payment of any debentures, debenture stock, bonds, mortgages, charges, obligations. interest, dividends, securities, moneys or shares or the performance of contracts or engagements of any other company or person, and to give indemnities and guarantees of all kinds and to enter into partner ship or any joint purse arrangement with any person, persons, firm, or Company, carrying on a business having objects similar or complementary to those of the Company or any of them.
P. To borrow or raise money in such manner as the Company shall think fit, and in particular, by the issue of debentures or debenture stock charged upon all or any of the Company's property, both present and future, including its uncalled capital, and to re-issue any Debentures at any time paid off.
Q. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, debentures, warrants and other negotiable documents.
R. To purchase, subscribe for, or otherwise acquire and hold shares, stocks or other interests in or obligations of any other company or corporation.
S. To remunerate any person, firm or company for services rendered or to be rendered in issuing, placing or assisting to place any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company or in or about the formation or promotion of the Company or the conduct of its business and to pay all or any of the expenses of
such formation, issue, placing or assisting to place such shares, debentures, debenture stock or securities and to admit any person, firm or company to participate in the profits of the Company.
T. To pay for any property, rights or interests acquired by the Company wither in cash (whether by instalments or otherwise) or in fully or partly paid up shares, or in securities of the Company, or partly in one way and partly in another, and to accept payment for any property, rights or interests sold or otherwise disposed of by the Company either in cash as aforesaid or in fully or partly paid up shares or in securities of any other company or partly in one way and partly in another, and whether payment is being made or accepted, on such terms generally as the Company shall think fit.
U. To pay out of the funds of the Company all or any of the costs and expenses of or incidental to the formation and registration of the Company and the issue of its capital and debentures including brokerage and commission.
V. To promote or aid in the promotion of any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to advance the interests of the Company.
W. To establish and support and aid in the establish met and support of funds or trusts calculated to benefit employees or ex— employees of the Company or the dependents or the connections of such persons and to grant pensions or allowances to any such persons, and to assist any charitable or benevolent object.
X. To distribute any property of the Company in specie among the members in accordance with their rights.
Y. To do all or any of the above things in part of the world as principals, agents, trustees, brokers or otherwise and either alone or in conjunction with others, or through or by means of agents, brokers, sub-contractors, trustees or otherwise.
Z. To do all such other things as are in the opinion of the Company incidental or conducive to the attainment of the above objects or any of them.
It is declared that the foregoing sub—clauses shall be construed independently of and distinct from each other and none of the objects therein mentioned shall be deemed to be merely subsidiary to the objects contained in any other sub-clause.
4. The liability of the members is limited.
5. The Share Capital of the Company is £30,000 divided into 30,000 Shares of £1 each.
The Company has power from time to time to increase or reduce its capital and to consolidate or subdivide the shares into shares of larger or smaller denominations.
Any new shares from time to time to be created may from time to time be issued with any such right of preference, whether in respect of dividend, voting or other matters and/or conditions as to capital, or any other special privilege or advantage over any shares previously issued or then about to be issued, or with such deferred rights as compared with any other shares previously issued or then about to be issued, or subject to any such conditions or provisions and with any such right or without any right of voting, and generally on such terms as the Company may from time to time determine, but so that any preferential or special rights or privileges, whether qualified or not, attached to issued shares shall not be affected or interfered with except in manner provided in Clause 4 of Part I of Table "A" in the first Schedule to the Companies Act 1948.
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF THISTLEWORTH MARINE LIMITED
1. (a) The Regulations contained in Table A in the Schedule to the Companies (Table A to F) Regulations 1985 (such Table being hereinafter called Table A) shall apply to the Company(save in so far as they are excluded or varied) and the Articles hereinafter contained shall be the regulations of the company.
(b) In these Articles the expression "the Act" means the Companies Act 1985, but so that any reference in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification of re—enactment of that provision for the time being in force.
ALLOTMENT OF SHARES
(a) Shares which are comprised in the authorised share
capital with which the Company is incorporated shall be under the control of the Directors who may (subject to section 80 of the Act and to paragraph (d) below) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and in such manner as they think fit.
(b) All shares which are not comprised in the authorised share capital with which the Company is incorporated and which the Directors propose to issue shall first be offered to the members in proportion as nearly as may be to the existing number of shares held by them respectively unless the company in General Meeting shall by Special Resolution or otherwise direct. The offer shall be made by notice specifying the number of shares offered, and limiting a period (not being less then fourteen days) within which the offer, if not accepted, will be deemed to be declined. After the expiration of that period, those shares so deemed to be declined shall be offer in proportion aforesaid to the persons who have, within the said period, accepted all the shares offered to them; such further offer shall be made in like terms in the same manner and limited by a like period as the original offer. Any shares not accepted pursuant to such offer or further offer as aforesaid or not capable of being offered as aforesaid accept by way of fractions and any shares released from the provisions of this Article by any such Special Resolution as aforesaid shall be under the control of the Directors, who may allot, grant options or otherwise dispose of the same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of shares not accepted as aforesaid, such shares shall not be disposed of on terms which are more favourable to the subscribers therefore than the terms on which they were offered to the Members. The foregoing provisions of his paragraph (b) shall have effect subject to Section 80 of the Act.
(c) In accordance with Section 9l(1) of the Act Sections 89(l) and 90(1) to (6) (inclusive) of the Act shall not apply to
(d) The Directors are generally and unconditionally authorised for the purposes of Section 80 of the Act, to exercise any power of the Company to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the authorised share capital at the date of adoption of this Article at any time or times during the period of five years from the date of adoption of this Article and the Directors may, after that period allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company within that period. The authority hereby give may at any time (subject to the said Section 80) be renewed, revoked or varied by Ordinary Resolution of the Company in General Meeting.
(e) If any two members object in writing to the Directors
within fourteen days of notice being given by the Directors to
all members of the Directors intention to allocate or otherwise dispose of shares then notwithstanding the other provisions of Article 2 shares may only be allocated or otherwise disposed of by the Directors with the prior approval of a majority of the shareholders of the Company at a General Meeting, the Directors to notify members concerning the time and place of the General Meeting within seven days of the objection being received.
3. The lien conferred by Clause 8 in Table A shall attach also to fully paid—up shares, and the Company shall also have a first and paramount lien on all shares, whether fully paid or not, standing registered in the name of any person indebted or under liability to the Company, whether he shall be the sole registered holder thereof or shall be one or two or more joint holders, for all moneys presently payable by him or his estate to the Company. Clause 8 in Table A shall be modified accordingly.
4. The liability of any Member in default in respect of a call shall be increased by the addition at the end of the first sentence of Clause 18 in Table A of the words "and all expenses that may have been incurred by the Company by reason of such non—payment”.
GENERAL MEETINGS AND RESOLUTIONS
5. (a) A notice convening a General Meeting shall be required to specify the general nature of the business to be transacted only in the case of special business and Clause 38 in Table A shall be modified accordingly.
All business shall be deemed special that is transacted
at any Extraordinary General Meeting, and also all that is transacted at any Annual General Meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, and the appointment of, and the fixing of the remuneration of, the Auditors.
(b) Every notice convening a General Meeting shall comply with the provisions of Section 372(2) of the Act as to giving
information to members in regard to their right to appoint proxies; and notices of and other communications relating to any General Meeting which any Member is entitled to receive shall be sent to the Directors and to the Auditors for the time being of the Company.
6. (a) Clause 40 in Table A shall be read and construed as if the words "at the time when the Meeting proceeds to business”
were added at the end of the first sentence.
(b) If a quorum is not present within half an hour from the
time appointed for a General Meeting the General Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine; and if at the adjourned General Meeting a quorum is not present with half an hour from the time appointed therefore such adjourned General Meeting shall be dissolved.
(c) Regulation 41 in Table A shall not apply to the Company.
APPOINTMENT OF DIRECTORS
7. (a) The maximum number of Directors shall be five and the minimum number of Directors shall be two.
(b) The Directors shall not be required to retire by rotation and Clauses 73 to 80 (inclusive) in Table A shall not apply to the Company.
(c) No person shall be appointed a Director at any General Meeting unless either:
(i) he is recommended by the Directors; or
(ii) not less than fourteen no more than thirty—five clear days before the date appointed for the General Meeting, notice executed by a Member qualified to vote at the General Meeting has been given to the Company of the intention to propose that the person for appointment, together with notice executed by that person of his willingness to be appointed.
(d) Subject to paragraph (d) above, the Company may by Ordinary Resolution in General Meeting appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director.
(f) The Directors may appoint a person who is willing to act
to be a Director, either to fill a vacancy or as an additional
Director, provided that the appointment does not cause the number of Directors to exceed any number determined in accordance with paragraph (a) above as the maximum number of Directors and for the time being in force.
8. The Directors may exercise all the powers of the Company to borrow money up to £l0,000 without recourse to shareholders upon such terms and in such manner as they think fit, and subject (in the case of any security convertible into shares) to Section 80 of the Act to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.
9. (a) An alternate Director shall not be entitled as such to receive any remuneration from the Company, save that he may be
paid by the Company such part (if any) of the remuneration otherwise payable to his appointee as such appointee may by notice in writing to the Company from time to time direct, and the first sentence of Clause 66 in Table A shall be modified
(b) A Director, or any such other person as is mentioned in Regulation 65 in Table A, may act as an alternate Director to represent more than one Director, and an alternate Director shall be entitled at any meeting of the Directors or of any committee of the Directors to one vote for every Director whom he represent in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.
DISQUALIFICATION OF DIRECTORS
10. The office of a Director shall be vacated if he becomes incapable by reason of illness or injury of managing and administering his property and affairs, and Regulation 81 in Table A shall be modified accordingly.
GRATUITIES AND PENSIONS
ll. (a) The Directors may exercise the powers of the Company
conferred by Clause 3(w) of the Memorandum of Association of the Company and shall be entitled to retain any benefits received by them or any of the by reason of the exercise of any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
12. (a) A Director may vote, at any meeting of the Directors or of any committee of the Directors, on any resolution, notwithstanding that it in any way concerns or related to a
matter in which he has directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.
(b) Regulation 94 to 97 (inclusive) in Table A shall not apply to the Company.
13. (a) Every Director or other officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 144 or Section 727 of the Act in which relief is granted to him by the Court, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.
(b) Regulation 118 in Table A shall not apply to the Company.
TRANSFER OF SHARES
14. Notwithstanding anything else to the contrary herein the Directors may, in their absolute discretion and without assigning any reason therefore, decline to register the transfer of a share, whether or not it is fully paid share, and the first sentence of Regulation 24 in Table A shall not apply to the Company.
15. A member desiring to transfer shares otherwise than to a person who is already a member of the Company or to a person who has purchased a member's boat (the said boat being before the said purchase the subject of a mooring agreement between the member and the Company and after the said purchase the subject of a mooring agreement between the Purchaser and the Company) shall give notice in writing of such intention to the Directors of the Company giving particulars of the shares in question. The Directors as agents for the member giving such notice may dispose of such shares of any of them to members of the Company at a price to be agreed between the transferor and the Directors or failing agreement, at a price fixed by the Auditors (acting as experts) of the Company as the fair value thereof. If within twenty eight days from the date of the said notice the Directors are unable to find a member or members willing to purchase all such shares, the transferor may dispose of so many of such shares as shall remain undisposed of in any manner he may think fit within three months from the date of the said notice provided that no such disposal shall be at a price lower than that fixed by the Auditors.
16. A member who holds shares in respect of a mooring in regards to which an agreement exists between that member and the Company but who no longer, otherwise than for temporary repair, has a boat the subject of such an agreement so moored shall if he desires to sell those shares or any therein offer them for purchase as permitted under the law by the Company at a price to be agreed between the member and the Company or, failing agreement at a price fixed by the Auditors acting as experts. If or to the extent that the Company shall be unwilling to purchase the said shares they shall be offered to the other members of the Company and then to persons who are not members and the provision of the previous Article shall apply thereto.
17. Notwithstanding any thing else to the contrary herein contained no person or member shall be entitled to be, or shall be recognised as, interested whether beneficially or as the registered holder (and whether jointly or otherwise) in shares representing more than seven per cent of the Company's issued share Capital from time to time ("excess shares") and the Company may by notice in writing to any person who is, or whom the Company suspects may be so interested, from time to time demand a statement requiring any such person to state (including in a statutory declaration) in what manner and to what extent he is interested in any shares of the Company. If and to the extent that any person or member shall, in the opinion of the Company, be interested in any excess of shares, the Company may by notice in writing require such person to divest himself of any interest in any excess shares in default of which the person who is, or who has applied to be, registered in respect of the excess shares or any of them shall be deemed to be in breach hereof entitling the Company by notice in writing to such person forthwith to forfeit such excess shares or any of them.
18. In order for a General Meeting to be quorate not less than sixty per cent (60%) of shareholdings must be present or represented by proxy.
19. Subject to any rights or restrictions for the time being attached to any class or classes of shares on a show of hands every member present in person shall have one vote for each share of which he is the holder and on a poll every member shall have a vote for each share of which he is the holder and no resolution shall be carried whether on a show of hands or by poll unless it has been passed by a majority or not less than seventy five per cent (75%) of such members voting in person or by proxy.
20. Moorings may not be let other than by the Company except at the company's consent.