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Exhibit 3.2
  
     1.
    
    In these Articles, if not inconsistent with the subject or context, the words and expressions
standing in the first column of the following table shall bear the meanings set opposite them
respectively in the second column thereof.
 Words
    
    Meaningcapital
    
    The sum of the aggregate par value of all outstanding shares with
par value of the Company and shares with par value held by the
Company as treasury shares plus(a) the aggregate of the amounts designated as capital of all outstanding
shares without par value of the Company and shares without par value held by
the Company as treasury shares and(b) the amounts as are from time to time transferred from surplus to
capital by a resolution of directors.chief executive officer
    
    The chief executive officer from time to time of the Company.member
    
    A person who holds shares in the Company.person
    
    Any individual, firm, company, corporation, trust, government, state or agency of a state, joint
venture, the estate of a deceased individual, limited liability company, public company, limited
partnership or incorporated or unincorporated association of persons.resolution of directors
    
    Except as otherwise required by law, the Memorandum or these Articles, a resolution(a) approved at a duly convened and constituted meeting of directors of the
Company or of a committee of directors of the Company by the affirmative
vote of a simple majority of the directors present at the meeting who voted
and did not abstain or(b) consented to in writing by three-quarters of all directors or
three-quarters of all members of the committee, as the case may be;except that where a director is given more than one vote, he shall be
counted by the number of votes he casts for the purpose of establishing a
majority.resolution of members
    
    Except as otherwise required by law, the Memorandum or these Articles, a
resolution approved at a duly convened and constituted meeting of the members of the Company
by the affirmative vote of(a) a simple majority of the votes of the shares entitled to vote thereon
which were present at the meeting and were voted and not abstained or
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Words
    
    Meaning(b) a simple majority of the votes of each class or series of shares which
were present at the meeting and entitled to vote thereon as a class or
series and were voted and not abstained and of a simple majority of the
votes of the remaining shares entitled to vote thereon which were present at
the meeting and were voted and not abstained.securities
    
    Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt
obligations.surplus
    
    The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of
its total liabilities, as shown in its books of account, plus the Companys capital.the Act
    
    The International Business Companies Act (No. 8 of 1984) including any modification, extension, re-enactment or
renewal thereof and any regulations made thereunder.the Memorandum
    
    The Memorandum of Association of the Company as originally framed or as from time to time amended.the Seal
    
    Any Seal which has been duly adopted as the Seal of the Company.these Articles
    
    These Articles of Association as originally framed or as from time to time amended.treasury shares
    
    Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the
Company and not cancelled.
 2.
    
    Written or any term of like import includes words typewritten, printed, painted, engraved,
lithographed, photographed or represented or reproduced by any mode of reproducing words in a
visible form, including telex, facsimile, telegram, cable or other form of writing produced by
electronic communication.3.
    
    Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in
these Articles.4.
    
    Whenever the singular or plural number, or the masculine, feminine or neuter gender is used
in these Articles, it shall equally, where the context admits, include the others.5.
    
    A reference in these Articles to voting in relation to shares shall be construed as a
reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference
to shares being present at a meeting shall be given a corresponding construction.6.
    
    A reference to money in these Articles is, unless otherwise stated, a reference to the
currency in which shares in the Company shall be issued according to the provisions of the
Memorandum.REGISTERED SHARES7.
    
    Every member holding registered shares in the Company shall be entitled to a certificate
signed by a director or officer of the Company and under the Seal specifying the share or shares held by him and the signature of the director or officer and the Seal may be
facsimiles.8.
    
    If several persons are registered as joint holders of any shares, any one of such persons may
give an effectual receipt for any dividend payable in respect of such shares.SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS9.
    
    Subject to the provisions of these Articles, the Memorandum and any resolution of members,
the unissued shares of the Company shall be at the disposal of the directors who may, without
limiting or affecting any
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rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at
such times and upon such terms and conditions as the Company may by resolution of directors
determine.
 10.
    
    No share in the Company may be issued until the consideration in respect thereof is fully
paid, and when issued the share is for all purposes fully paid and non-assessable save that a
share issued for a promissory note or other written obligation for payment of a debt may be
issued subject to forfeiture in the manner prescribed in these Articles.11.
    
    Shares in the Company shall be issued for money, services rendered, personal property, an
estate in real property, a promissory note or other binding obligation to contribute money or
property or any combination of the foregoing as shall be determined by a resolution of
directors.12.
    
    Shares in the Company may be issued for such amount of consideration as the directors may
from time to time by resolution of directors determine, except that in the case of shares with
par value, the amount shall not be less than the par value, and in the absence of fraud the
decision of the directors as to the value of the consideration received by the Company in
respect of the issue is conclusive unless a question of law is involved. The consideration in
respect of the shares constitutes capital to the extent of the par value and the excess
constitutes surplus.13.
    
    A share issued by the Company upon conversion of, or in exchange for, another share or a debt
obligation or other security in the Company, shall be treated for all purposes as having been
issued for money equal to the consideration received or deemed to have been received by the
Company in respect of the other share, debt obligation or security.14.
    
    Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise
inconsistent with these Articles) as the Company may by resolution of directors determine.15.
    
    The Company may issue fractions of a share and a fractional share shall have the same
corresponding fractional liabilities, limitations, preferences, privileges, qualifications,
restrictions, rights and other attributes of a whole share of the same class or series of shares.16.
    
    Upon the issue by the Company of a share without par value, if an amount is stated in the
Memorandum to be authorized capital represented by such shares then each share shall be issued
for no less than the appropriate proportion of such amount which shall constitute capital,
otherwise the consideration in respect of the share constitutes capital to the extent
designated by the directors and the excess constitutes surplus, except that the directors must
designate as capital an amount of the consideration that is at least equal to the amount that
the share is entitled to as a preference, if any, in the assets of the Company upon
liquidation of the Company.17.
    
    The Company may purchase, redeem or otherwise acquire and hold its own shares on such terms
and conditions as may be determined by a resolution of directors, provided, however, that the
Company may only do so out of surplus or in exchange for newly issued shares of equal value.18.
    
    No purchase, redemption or other acquisition of shares shall be made unless the directors
determine that immediately after the purchase, redemption or other acquisition the Company
will be able to satisfy its liabilities as they become due in the ordinary course of its
business and the realizable value of the assets of the Company will not be less than the sum
of its total liabilities, other than deferred taxes, as shown in the books of account, and its
capital and, in the absence of fraud, the decision of the directors as to the realizable value
of the assets of the Company is conclusive, unless a question of law is involved.19.
    
    A determination by the directors under the preceding Regulation is not required where shares
are purchased, redeemed or otherwise acquired
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20.
    
    Shares that the Company purchases, redeems or otherwise acquires pursuant to the preceding
Regulation may be cancelled or held as treasury shares except to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case they
shall be cancelled but they shall be available for reissue.21.
    
    Where shares in the Company are held by the Company as treasury shares or are held by another
company of which the Company holds, directly or indirectly, shares having more than 50 percent
of the votes in the election of directors of the other company, such shares of the Company are
not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding
for any purpose except for purposes of determining the capital of the Company.22.
    
    The Company may by a resolution of directors include in the computation of surplus for any
purpose the unrealized appreciation of the assets of the Company, and, in the absence of
fraud, the decision of the directors as to the value of the assets is conclusive, unless a
question of law is involved.MORTGAGES AND CHARGES OF SHARES23.
    
    Members may mortgage or charge their shares in the Company and upon satisfactory evidence
thereof the Company shall give effect to the terms of any valid mortgage or charge except
insofar as it may conflict with any requirements herein contained for consent to the transfer
of shares.24.
    
    In the case of the mortgage or charge of shares there may be entered in the share register of
the Company at the request of the registered holder of such shares
    25.
    
    Where particulars of a mortgage or charge are registered, such particulars shall be cancelled
   26.
    
    Whilst particulars of a mortgage or charge are registered, no transfer of any share comprised
therein shall be effected without the written consent of the named mortgagee or chargee or
anyone authorized to act on his behalf.FORFEITURE27.
    
    When shares issued for a promissory note or other written obligation for payment of a debt
have been issued subject to forfeiture, the following provisions shall apply.28.
    
    Written notice specifying a date for payment to be made and the shares in respect of which
payment is to be made shall be served on the member who defaults in making payment pursuant to
a promissory note or other written obligations to pay a debt.
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29.
    
    The written notice specifying a date for payment shall
   30.
    
    Where a written notice has been issued and the requirements have not been complied with
within the prescribed time, the directors may at any time before tender of payment forfeit and
cancel the shares to which the notice relates.31.
    
    The Company is under no obligation to refund any money to the member whose shares have been
forfeited and cancelled pursuant to these provisions. Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with respect to the shares forfeited and cancelled.LIEN32.
    
    The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any
combination thereof to the Company, and the Company shall also have a first and paramount
lien on every share standing registered in the name of a member, whether singly or jointly
with any other person or persons, for all the debts and liabilities of such member or his
estate to the Company, whether the same shall have been incurred before or after notice to
the Company of any interest of any person other than such member, and whether the time for
the payment or discharge of the same shall have actually arrived or not, and notwithstanding
that the same are joint debts or liabilities of such member or his estate and any other
person, whether a member of the Company or not. The Companys lien on a share shall extend
to all dividends payable thereon. The directors may at any time either generally, or in any
particular case, waive any lien that has arisen or declare any share to be wholly or in part
exempt from the provisions of this Regulation.33.
    
    In the absence of express provisions regarding sale in the promissory note or other binding
obligation to contribute money or property, the Company may sell, in such manner as the
directors may by resolution of directors determine, any share on which the Company has a lien,
but no sale shall be made unless some sum in respect of which the lien exists is presently
payable nor until the expiration of twenty-one days after a notice in writing, stating and
demanding payment of the sum presently payable and giving notice of the intention to sell in
default of such payment, has been served on the holder for the time being of the share.34.
    
    The net proceeds of the sale by the Company of any shares on which it has a lien shall be
applied in or towards payment of discharge of the promissory note or other binding obligation
to contribute money or property or any combination thereof in respect of which the lien exists
so far as the same is presently payable and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon the share prior to the sale) be
paid to the holder of the share immediately before such sale. For giving effect to any such
sale the directors may authorize some person to transfer the share sold to the purchaser
thereof. The purchaser shall be registered as the holder of the share and he shall not be
bound to see to the application of the purchase money, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to the sale.TRANSFER OF SHARES35.
    
    Subject to any limitations in the Memorandum, registered shares in the Company may be
transferred by a written instrument of transfer signed by the transferor and containing the
name and address of the transferee, but in the absence of such written instrument of transfer
the directors may accept such evidence of a transfer of shares as they consider appropriate.
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36.
    
    The Company shall not be required to treat a transferee of a registered share in the Company
as a member until the transferees name has been entered in the share register.TRANSMISSION OF SHARES37.
    
    The executor or administrator of a deceased member, the guardian of an incompetent member or
the trustee of a bankrupt member shall be the only person recognized by the Company as having
any title to his share but they shall not be entitled to exercise any rights as a member of
the Company until they have proceeded as set forth in the next following three Regulations.38.
    
    The production to the Company of any document which is evidence of probate of the will, or
letters of administration of the estate, or confirmation as executor, of a deceased member or
of the appointment of a guardian of an incompetent member or the trustee of a bankrupt member
shall be accepted by the Company even if the deceased, incompetent or bankrupt member is
domiciled outside the British Virgin Islands if the document evidencing the grant of probate
or letters of administration, confirmation as executor, appointment as guardian or trustee in
bankruptcy is issued by a foreign court which had competent jurisdiction in the matter. For
the purpose of establishing whether or not a foreign court had competent jurisdiction in such
a matter the directors may obtain appropriate legal advice. The directors may also require an
indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy.39.
    
    Any person becoming entitled by operation of law or otherwise to a share or shares in
consequence of the death, incompetence or bankruptcy of any member may be registered as a
member upon such evidence being produced as may reasonably be required by the directors. An
application by any such person to be registered as a member shall for all purposes be deemed
to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors
shall treat it as such.40.
    
    Any person who has become entitled to a share or shares in consequence of the death,
incompetence or bankruptcy of any member may, instead of being registered himself, request in
writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.41.
    
    What amounts to incompetence on the part of a person is a matter to be determined by the
court having regard to all the relevant evidence and the circumstances of the case.ALTERATION OF AUTHORIZED CAPITAL OR CAPITAL42.
    
    The Company may either by a resolution of members or by a resolution of directors amend the
Memorandum to
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43.
    
    The Company may, either by a resolution of members or by a resolution of directors, amend the
Memorandum to
    44.
    
    The capital of the Company may by a resolution of directors be increased by transferring an
amount of the surplus of the Company to capital.45.
    
    Subject to the provisions of the two next succeeding Regulations, the capital of the Company
may by resolution of directors be reduced by transferring an amount of the capital of the
Company to surplus.46.
    
    No reduction of capital shall be effected that reduces the capital of the Company to an
amount that immediately after the reduction is less than the aggregate par value of all
outstanding shares with par value and all shares with par value held by the Company as
treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon
liquidation of the Company.47.
    
    No reduction of capital shall be effected unless the directors determine that immediately
after the reduction the Company will be able to satisfy its liabilities as they become due in
the ordinary course of its business and that the realizable assets of the Company will not be
less than its total liabilities, other than deferred taxes, as shown in the books of the
Company and its remaining capital, and, in the absence of fraud, the decision of the directors
as to the realizable value of the assets of the Company is conclusive, unless a question of
law is involved.MEETINGS AND CONSENTS OF MEMBERS48.
    
    Any action required or permitted to be taken by the members must be effected at a duly called
annual or special meeting (as described in Regulation 51) of the members entitled to vote on
such action or by written consent without a meeting. The following provisions shall apply to
such written consent.
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49.
    
    Meetings of members shall be held at such times and places as may be fixed from time to time
by the directors.50.
    
    An annual meeting of members for election of directors and for such other business as may
come before the meeting shall be held each year at such date and time as may be determined by
the directors.51.
    
    Special meetings of members may be called only by the directors pursuant to a resolution of
directors to that effect or by the chief executive officer. The aforegoing provisions of this
Regulation 51, as well as the provisions of Regulation 48 shall not apply to action taken by
holders of preference shares.52.
    
    Written notice of all meetings of members, stating the time, place and purposes thereof,
shall be given not fewer than ten days before the date of the proposed meeting to those
persons whose names appear as members in the share register of the Company on the date of the
notice and are entitled to vote at the meeting.53.
    
    The directors may fix the date notice is given of a meeting of members as the record date for
determining those shares that are entitled to vote at the meeting.54.
    
    A meeting of members may be called on short notice:
   55.
    
    The inadvertent failure of the directors to give notice of a meeting to a member, or the fact
that a member has not received notice, does not invalidate the meeting.56.
    
    A member may be represented at a meeting of members by a proxy who may speak and vote on
behalf of the member.57.
    
    The instrument appointing a proxy shall be produced at the place appointed for the meeting
before the time for holding the meeting at which the person named in such instrument proposes
to vote.58.
    
    An instrument appointing a proxy shall be in substantially the following form or such other
form as the Chairman of the meeting shall accept as properly evidencing the wishes of the
member appointing the proxy.
  
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59.
    
    The following shall apply in respect of joint ownership of shares:
    60.
    
    A member shall be deemed to be present at a meeting of members if he participates by
telephone or other electronic means and all members participating in the meeting are able to
hear each other.61.
    
    A meeting of members is duly constituted if, at the commencement of the meeting, there are
present in person or by proxy not less than 50 percent of the votes of the shares or class or
series of shares entitled to vote on resolutions of members to be considered at the meeting.
If a quorum be present, notwithstanding the fact that such quorum may be represented by only
one person then such person may resolve any matter and a certificate 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.62.
    
    If within two hours from the time appointed for the meeting a quorum is not present, the
meeting shall stand adjourned to the next business day at the same time and place or to such
other time and place as the directors may determine, and if at the adjourned meeting there are
present within one hour from the time appointed for the meeting in person or by proxy not less
than one third of the votes of the shares or each class or series of shares entitled to vote
on the resolutions to be considered by the meeting, those present shall constitute a quorum
but otherwise the meeting shall be dissolved.63.
    
    At any meeting of members, only such business shall be conducted as shall have been brought
before such meeting -
   64.
    
    For business to be properly brought to the annual meeting of members by a member, the member
must have given written notice thereof, either by personal delivery or by prepaid registered
post to the Secretary of the Company (the Secretary) at the principal executive offices of
the Company not less than 30 days nor more than 60 days prior to the meeting as originally
scheduled, provided, however, that, if less than 40 days notice or prior public disclosure of
the date of the meeting is given or made to members, notice by the member to be timely must be
so received not later than the close of business on the fifth day following the day on which
such notice of the date of the general meeting was posted or such public disclosure was made.
For the purposes of this Regulation 64, any adjournment(s) or postponement(s) of the original
meeting whereby the meeting will reconvene within 30 days from the original date shall be
deemed, for purposes of notice, to be a continuation of the original meeting and no business
may be brought before any reconvened meeting unless such timely notice of such business was
given to the Secretary for the meeting as originally scheduled. A members notice to the
Secretary shall set out as to each matter that the member wishes to be brought before the
meeting of members -
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65.
    
    At every meeting of members, the Chairman of the Board of Directors shall preside as chairman
of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the
Board of Directors is not present at the meeting, the chief executive officer shall be the
chairman. In the absence of the chief executive officer, such person as shall be selected by
the Board of Directors shall act as chairman of the meeting. The Chairman of the Board of
Directors, in addition to a deliberative vote as director, shall cast the deciding vote in the
event that any vote by the Board of Directors requiring a majority vote for approval ends in a
tie.66.
    
    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.67.
    
    At any meeting of the members the chairman shall be responsible for deciding in such manner
as he shall consider appropriate whether any resolution has been carried or not and the result
of his decision shall be announced to the meeting and recorded in the minutes thereof. If the
chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall
cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall
fail to take a poll then any member present in person or by proxy who disputes the
announcement by the chairman of the result of any vote may immediately following such
announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be
taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the
minutes of that meeting by the chairman.68.
    
    Any person other than an individual shall be regarded as one member and subject to the
specific provisions hereinafter contained for the appointment of representatives of such
persons the right of any individual to speak for or represent such member shall be determined
by the law of the jurisdiction where, and by the documents by which, the person is constituted
or derives its existence. In case of doubt, the directors may in good faith seek legal advice
from any qualified person and unless and until a court of competent jurisdiction shall
otherwise rule, the directors may rely and act upon such advice without incurring any
liability to any member.
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69.
    
    Any person other than an individual which is a member of the Company may by resolution of its
directors or other governing body authorize such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of members of the Company, and
the person so authorized shall be entitled to exercise the same powers on behalf of the person
which he represents as that person could exercise if it were an individual member of the
Company.70.
    
    The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other
than an individual may call for a notarially certified copy of such proxy or authority which
shall be produced within seven days of being so requested or the votes cast by such proxy or
on behalf of such person shall be disregarded.71.
    
    Directors of the Company may attend and speak at any meeting of members of the Company and at
any separate meeting of the holders of any class or series of shares in the Company.72.
    
    No business shall be conducted at a meeting of members except in accordance with Regulations
48 to 71.NUMBER OF DIRECTORS AND SHARE QUALIFICATION73.
    
    The number of directors shall be at least five and no greater than 15, as determined from
time to time by a resolution of directors.74.
    
    The continuing directors may act, notwithstanding any casual vacancy in their body, so long
as there remain in office not less than the prescribed minimum number of directors duly
qualified to act, but if the number falls below the prescribed minimum, the remaining
directors shall not act except for the purpose of filling such vacancy.75.
    
    The shareholding qualification for directors may be fixed, and from time to time varied, by a
resolution of members and unless and until so fixed no qualification shall be required. A
director may be an individual or a company.APPOINTMENT AND RETIREMENT OF DIRECTORS76.
    
    The term of each director shall expire at the next annual meeting of members following such
directors election. Retiring directors shall be eligible for re-election. The first directors
of the Company shall be appointed by the subscribers to the Memorandum, and thereafter, they
shall be elected by the members to serve the term set forth in this Regulation 76.77.
    
    Any vacancy on the Board of Directors resulting from death, resignation, removal or other
cause and any newly created directorship resulting from any increase in the authorized number
of directors between meetings of members shall be filled only by the affirmative vote of a
majority of all the directors then in office (even if less than a quorum) and any director so
appointed shall hold office for the remainder of the annual term of the directors and until a
successor is duly elected or until his earlier death, resignation or removal from office in
accordance with these Articles or any applicable law.78.
    
    Nominations of persons for election to the Board of Directors shall be made only at a meeting
of members and only
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79.
    
    The chairman of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the aforegoing procedure or if the member solicits proxies in favor of such
members nominees without having made the representation required by the immediately preceding
sentence. Only such persons as are nominated in accordance with the procedures set out above
shall be eligible to serve as directors of the Company. If at any meeting of members at which
an election of directors ought to take place, the place of any retiring director is not
filled, he shall, if willing, continue in office until the dissolution of the annual meeting
of members in the next year, and so on from year to year until his place is filled, unless it
shall be determined at such meeting not to fill such vacancy.80.
    
    The appointment of a director shall take effect upon compliance with the requirements of the
Act.DISQUALIFICATION AND REMOVAL OF DIRECTORS81.
    
    Subject to the provisions of the Act, a director shall cease to hold office as such only -
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82.
    
    The Company may determine by resolution of directors to keep a register of directors
containing
    83.
    
    If the directors determine to maintain a register of directors, a copy thereof shall be kept
at the registered office of the Company and the Company may determine by resolution of
directors to register a copy of the register with the Registrar of Companies.CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR84.
    
    The directors may from time to time appoint one or more of their number to be a chief
executive officer, managing director, joint chief executive officers or joint managing
directors of the Company or to be the holder of any other executive office in the Company,
including, for the purposes of these Articles, the office of chairman and may, subject to any
contract between him or them and the Company, from time to time terminate his or their
appointment and appoint another or others in his or their place or places.85.
    
    A director appointed in terms of the provisions of Regulation 84 to the office of chief
executive officer or managing director of the Company, or to any other executive office in the
Company, may be paid, in addition to the remuneration payable in terms of Regulation 98 or 99,
such remuneration  not exceeding a reasonable maximum in each year  in respect of such
office as may be determined by a disinterested quorum of the directors.86.
    
    The directors may from time to time entrust and confer upon a chief executive officer,
managing director or other executive officer for the time being such of the powers and
authorities vested in them as they think fit.POWERS OF DIRECTORS87.
    
    The management of the business and the control of the Company shall be vested in the
directors who, in addition to the powers and authorities by these Articles expressly conferred
upon them, may exercise all such powers, and do all such acts and things, as may be exercised
or done by the Company and are not
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hereby or by the Act expressly directed or required to be exercised or done by meeting of
members, but subject nevertheless to such management and control not being inconsistent with
these Articles or with any resolution passed at any meeting of members, but no resolution of
members shall invalidate any prior act of the directors which would have been valid if such
resolution had not been passed. The general powers given by this Regulation shall not be
limited or restricted by any special authority or power given to the directors by any other
Regulation.
 88.
    
    The directors may authorise authorize the payment of such donations by the Company to such
religious, charitable, public or other bodies, clubs, funds or associations or persons as may
seem to them advisable in the interests of the Company.89.
    
    Every officer or agent of the Company has such powers and authority of the directors,
including the power and authority to affix the Seal, as are set out in these Articles or in
the resolution of directors appointing the officer or agent, except that no officer or agent
has any power or authority with respect to the matters requiring a resolution of directors
under the Act.90.
    
    Any director which is a body corporate may appoint any person its duly authorized
representative for the purpose of representing it at meetings of the Board of Directors or
with respect to unanimous written consents.91.
    
    The directors may by resolution of directors exercise all the powers of the Company to borrow
money and to mortgage or charge its undertakings and property or any part thereof, to issue
debentures, debenture stock and other securities whenever money is borrowed or as security for
any debt, liability or obligation of the Company or of any third party.92.
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as shall from time to time be
determined by resolution of directors.93.
    
    The Company may determine by resolution of directors to maintain at its registered office a
register of mortgages, charges and other encumbrances in which there shall be entered the
following particulars regarding each mortgage, charge and other encumbrance:
      94.
    
    The Company may further determine by a resolution of directors to register a copy of the
register of mortgages, charges or other encumbrances with the Registrar of Companies.95.
    
    The directors may, by resolution of directors, designate one or more committees, each
consisting of one or more directors.96.
    
    Each committee of directors has such powers and authorities of the directors, including the
power and authority to affix the Seal, as are set forth in the resolution of directors
establishing the committee, except that no committee has any power or authority to amend the
Memorandum or these Articles, to appoint directors or fix their emoluments, or to appoint
officers or agents of the Company.97.
    
    The meetings and proceedings of each committee of directors consisting of two or more
directors shall be
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governed mutatis mutandis by the provisions of these Articles regulating the proceedings of
directors so far as the same are not superseded by any provisions in the resolution
establishing the committee.
 REMUNERATION AND EXPENSES OF DIRECTORS98.
    
    With the prior or subsequent approval by a resolution of members, the directors may, by a
resolution of directors, fix the emoluments of directors with respect to services to be
rendered in any capacity to the Company.99.
    
    The directors shall be paid all their traveling and other expenses properly and necessarily
incurred by them in and about the business of the Company, and in attending meetings of the
directors or of committees thereof, and if any director shall be required to perform extra
services or otherwise shall be specially occupied about the Companys business, he shall be
entitled to receive a remuneration to be fixed by a disinterested quorum of the directors
which may be either in addition to or in substitution for the remuneration provided for in
Regulation 98.PROCEEDINGS OF DIRECTORS100.
    
    The directors of the Company or any committee thereof may meet at such times and in such
manner and places as the directors may determine to be necessary or desirable.101.
    
    A director shall be deemed to be present at a meeting of directors if he participates by
telephone or other electronic means and all directors participating in the meeting are able to
hear each other.102.
    
    A director shall be given not less than three days notice of meetings of directors, but a
meeting of directors held without three days notice having been given to all directors shall
be valid if all the directors entitled to vote at the meeting who do not attend, waive notice
of the meeting and for this purpose, the presence of a director at a meeting shall constitute
waiver on his part. The inadvertent failure to give notice of a meeting to a director, or the
fact that a director has not received the notice, does not invalidate the meeting.103.
    
    A director may by a written instrument appoint an alternate who need not be a director and an
alternate is entitled to attend meetings in the absence of the director who appointed him and
to vote or consent in place of the director.104.
    
    A meeting of directors is duly constituted for all purposes if at the commencement of the
meeting there are present in person or by alternate not less than one-half of the total number
of directors, unless there are only two directors in which case the quorum shall be two.105.
    
    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 requiring a resolution of
directors. Such a note or memorandum shall constitute sufficient evidence of such resolution
for all purposes.106.
    
    At every meeting of the directors the Chairman of the Board of Directors shall preside as
chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman
of the Board of Directors is not present at the meeting the Vice-Chairman of the Board of
Directors shall preside. If there is no Vice-Chairman of the Board of Directors or if the
Vice-Chairman of the Board of Directors is not present at the meeting the directors present
shall choose some one of their number to be chairman of the meeting.107.
    
    Any action that may be taken by the directors or a committee of directors at a meeting may
also be taken by a resolution of directors or a committee of directors consented to in writing
or by telex, telegram, cable, facsimile or other written electronic communication by
three-quarters of all directors or three-quarters of all members of the committee, as the case
may be, provided that a copy of the proposed resolution will have been sent or delivered to
all directors or all members of the committee, for their consent. The consent may
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be in the form of counterparts, each counterpart being signed by one or more directors.
 108.
    
    Subject to the provisions of the Act, and provided that he has disclosed to the directors the
nature and extent of any material interest of his, a director, notwithstanding his office-
    109.
    
    For the purposes of Regulation 108 -
   110.
    
    The directors shall cause the following corporate records to be kept:
    111.
    
    The books, records and minutes shall be kept at the registered office of the Company, its
principal place of business or at such other place as the directors determine.OFFICERS112.
    
    The Company may by resolution of directors appoint officers of the Company at such times as
shall be considered necessary or expedient. Such officers may consist of a Chairman of the
Board of Directors, a Vice-Chairman of the Board of Directors, a Chief Executive Officer,
Secretaries and Treasurers and such other officers as may from time to time be deemed
desirable. Any number of offices may be held by the same person.113.
    
    The officers shall perform such duties as shall be prescribed at the time of their
appointment subject to any modification in such duties as may be prescribed thereafter by
resolution of directors or resolution of members, but in the absence of any specific
allocation of duties it shall be the responsibility of the Chairman of the Board of Directors
to preside at meetings of directors and members, the Vice-Chairman to act in the absence of
the Chairman, the Chief Executive Officer to manage the day to day affairs of the Company, the
Secretaries to maintain the share register, minute books and records (other than financial
records) of the Company and to ensure compliance with all procedural requirements imposed on
the
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Company by applicable law, and the Treasurer to be responsible for the financial affairs of
the Company.
 114.
    
    The emoluments of all officers shall be fixed by resolution of directors.115.
    
    The officers of the Company shall hold office until their successors are duly elected and
qualified, but any officer elected or appointed by the directors may be removed at any time,
with or without cause, by resolution of directors. Any vacancy occurring in any office of the
Company may be filled by resolution of directors.LIMITATION OF LIABILITY116.
    
    To the full extent permitted by the Act or any other applicable laws presently or hereafter
in effect, no director of the Company shall be personally liable to the Company or its members
for or with respect to any acts or omissions in the performance of his or her duties as a
director of the Company. Any repeal or modification of this Regulation 116 by a resolution of
members shall not adversely affect the right or protection of a director of the Company
existing at the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.INDEMNIFICATION117.
    
    Subject to the limitations hereinafter provided the Company may indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with legal, administrative or investigative
proceedings any person who
   118.
    
    The Company may only indemnify a person if the person acted honestly and in good faith with a
view to the best interests of the Company and, in the case of criminal proceedings, the person
had no reasonable cause to believe that his conduct was unlawful.119.
    
    The decision of the directors as to whether the person acted honestly and in good faith and
with a view to the best interests of the Company and as to whether the person had no
reasonable cause to believe that his conduct was unlawful is, in the absence of fraud,
sufficient for the purposes of these Articles, unless a question of law is involved.120.
    
    The termination of any proceedings by any judgment, order, settlement, conviction or the
entering of a nolle prosequi does not, by itself, create a presumption that the person did not
act honestly and in good faith and with a view to the best interests of the Company or that
the person had reasonable cause to believe that his conduct was unlawful.121.
    
    If a person to be indemnified has been successful in defence of any proceedings referred to
above the person is entitled to be indemnified against all expenses, including legal fees, and
against all judgments, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.122.
    
    The Company may purchase and maintain insurance in relation to any person who is or was a
director, an officer or a liquidator of the Company, or who at the request of the Company is
or was serving as a director, an officer or a liquidator of, or in any other capacity is or
was acting for, another company or a partnership, joint venture, trust or other enterprise,
against any liability asserted against the person and incurred by the person in that capacity,
whether or not the Company has or would have had the power to indemnify the person against the
liability as provided in these Articles.
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123.
    
    The Company may have more than one Seal and references herein to the Seal shall be references
to every Seal which shall have been duly adopted by resolution of directors. The directors
shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the
Registered Office. Except as otherwise expressly provided herein, the Seal when affixed to
any written instrument shall be witnessed and attested to by the signature of a director or
any other person so authorized from time to time by resolution of directors. Such
authorization may be before or after the Seal is affixed, may be general or specific and may
refer to any number of sealings. The directors may provide for a facsimile of the Seal and of
the signature of any director or authorized person which may be reproduced by printing or
other means on any instrument and it shall have the same force and validity as if the Seal had
been affixed to such instrument and the same had been signed as hereinbefore described.DIVIDENDS124.
    
    The Company may by a resolution of directors declare and pay dividends in money, shares or
other property, but dividends shall only be declared and paid out of surplus. In the event
that dividends are paid in specie, the directors shall have responsibility for establishing
and recording in the resolution of directors authorizing the dividends, a fair and proper
value for the assets to be so distributed.125.
    
    The directors may from time to time pay to the members such interim dividends as appear to
the directors to be justified by the profits of the Company.126.
    
    The directors may, before declaring any dividend, set aside out of the profits of the Company
such sum as they think proper as a reserve fund, and may invest the sum so set aside as a
reserve fund upon such securities as they may select.127.
    
    No dividend shall be declared and paid unless the directors determine that immediately after
the payment of the dividend the Company will be able to satisfy its liabilities as they become
due in the ordinary course of its business and the realizable value of the assets of the
Company will not be less than the sum of its total liabilities, other than deferred taxes, as
shown in its books of account, and its capital. In the absence of fraud, the decision of the
directors as to the realizable value of the assets of the Company is conclusive, unless a
question of law is involved.128.
    
    Notice of any dividend that may have been declared shall be given to each member in the
manner hereinafter mentioned and all dividends unclaimed for three years after having been
declared may be forfeited by resolution of directors for the benefit of the Company.129.
    
    No dividend shall bear interest as against the Company and no dividend shall be paid on
treasury shares or shares held by another company of which the Company holds, directly or
indirectly, shares having more than 50 percent of the vote in electing directors.130.
    
    A share issued as a dividend by the Company shall be treated for all purposes as having been
issued for money equal to the surplus that is transferred to capital upon the issue of the
share.131.
    
    In the case of a dividend of authorized but unissued shares with par value, an amount equal
to the aggregate par value of the shares shall be transferred from surplus to capital at the
time of the distribution.132.
    
    In the case of a dividend of authorized but unissued shares without par value, the amount
designated by the directors shall be transferred from surplus to capital at the time of the
distribution, except that the directors must designate as capital an amount that is at least
equal to the amount that the shares are entitled to as a preference, if any, in the assets of
the Company upon liquidation of the Company.133.
    
    A division of the issued and outstanding shares of a class or series of shares into a larger
number of shares of the same class or series having a proportionately smaller par value does
not constitute a dividend of
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shares.
  134.
    
    The Company may by resolution of members call for the directors to prepare periodically a
profit and loss account and a balance sheet. The profit and loss account and balance sheet
shall be drawn up so as to give respectively a true and fair view of the profit and loss of
the Company for the financial period and a true and fair view of the state of affairs of the
Company as at the end of the financial period.135.
    
    The Company may by resolution of members call for the accounts to be examined by auditors.136.
    
    The auditors of the Company shall be appointed by resolution of directors.137.
    
    The auditors may be members of the Company but no director or other officer shall be eligible
to be an auditor of the Company during his continuance in office.138.
    
    The remuneration of the auditors of the Company
   139.
    
    The auditors shall examine each profit and loss account and balance sheet required to be
served on every member of the Company or laid before a meeting of the members of the Company
and shall state in a written report whether or not
   140.
    
    The report of the auditors shall be annexed to the accounts and shall be read at the meeting
of members at which the accounts are laid before the Company or shall be served on the
members.141.
    
    Every auditor of the Company shall have a right of access at all times to the books of
account and vouchers of the Company, and shall be entitled to require from the directors and
officers of the Company such information and explanations as he thinks necessary for the
performance of the duties of the auditors.142.
    
    The auditors of the Company shall be entitled to receive notice of, and to attend any
meetings of members of the Company at which the Companys profit and loss account and balance
sheet are to be presented.NOTICES143.
    
    Any notice, information or written statement to be given by the Company to members may be
served in the case of members holding registered shares in any way by which it can reasonably
be expected to reach each member or by mail addressed to each member at the address shown in
the share register and in the case of members holding shares issued to bearer, in the manner
provided in the Memorandum.144.
    
    Any summons, notice, order, document, process, information or written statement to be served
on the Company may be served by leaving it, or by sending it by registered mail addressed to
the Company, at its registered office, or by leaving it with, or by sending it by registered
mail to, the registered agent of the Company.145.
    
    Service of any summons, notice, order, document, process, information or written statement to
be served on the Company may be proved by showing that the summons, notice, order, document,
process, information
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or written statement was delivered to the registered office or the registered agent of the
Company or that it was mailed in such time as to admit to its being delivered to the
registered office or the registered agent of the Company in the normal course of delivery
within the period prescribed for service and was correctly addressed and the postage was
prepaid.
 PENSION AND SUPERANNUATION FUNDS146.
    
    The directors may establish and maintain or procure the establishment and maintenance of any
non-contributory or contributory pension or superannuation funds for the benefit of, and give
or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any
persons who are or were at any time in the employment or service of the Company or any company
which is a subsidiary of the Company or is allied to or associated with the Company or with
any such subsidiary, or who are or were at any time directors or officers of the Company or of
any such other company as aforesaid or who hold or held any salaried employment or office in
the Company or such other company, or any persons in whose welfare the Company or any such
other company as aforesaid is or has been at any time interested, and to the wives, widows,
families and dependents of any such person, and may make payments for or towards the insurance
of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in
conjunction with any such other company as aforesaid. Subject always to the proposal being
approved by resolution of members, a director holding any such employment or office shall be
entitled to participate in and retain for his own benefit any such donation, gratuity, pension
allowance or emolument.VOLUNTARY WINDING UP AND DISSOLUTION147.
    
    The Company may voluntarily commence to wind up and dissolve by a resolution of members but
if the Company has never issued shares it may voluntarily commence to wind up and dissolve by
resolution of directors.CONTINUATION148.
    
    The Company may by resolution of members or by a resolution passed unanimously by all
directors of the Company continue as a company incorporated under the laws of a jurisdiction
outside the British Virgin Islands in the manner provided under those laws.
 20