Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Ultrapetrol (Bahamas) Ltd. HTML 3.04M
2: EX-3.1 Articles of Incorporation & By-Laws of Ultrapetrol 33 165K
Ltd.
11: EX-3.10 Memo of Association & Articles of Association of 11 58K
Kingly Shipping Ltd.
12: EX-3.11 Memo of Association & Articles of Association of 10 56K
Majestic Maritime Ltd.
13: EX-3.12 Articles of Incorporation & By-Laws of Massena 16 57K
Port S.A.
14: EX-3.13 Memo and Article of Association of Monarch 11 57K
Shipping Ltd.
15: EX-3.14 Memo and Article of Association of Noble Shipping 11 58K
Ltd.
16: EX-3.15 Articles of Inc. & By-Laws of Oceanpar S.A. 22 87K
17: EX-3.16 Articles of Inc. & By-Laws of Oceanview Maritime 21 61K
Inc.
18: EX-3.17 Articles of Inc. & By-Laws of Parfina S.A. 14 61K
19: EX-3.18 Articles of Inc. & By-Laws of Parkwood Commercial 19 61K
Corp.
20: EX-3.19 Articles of Inc. & By-Laws of Princely Int'L. 29 80K
Finance Corp.
3: EX-3.2 Articles of Incorporation & By-Laws of Baldwin 29 75K
Maritime Inc.
21: EX-3.20 Memo and Article of Association of Regal Int'L. 26 72K
Investments S.A.
22: EX-3.21 Articles of Inc. & By-Laws of Riverview Commercial 17 60K
Corp.
23: EX-3.22 Memo and Article of Association of Sovereign 11 57K
Maritime Ltd.
24: EX-3.23 Articles of Inc. & By-Laws of Stanmore Shipping 18 60K
Inc.
25: EX-3.24 Articles of Inc. & By-Laws of Tipton Marine Inc. 22 62K
26: EX-3.25 Articles of Inc. & By-Laws of Ultrapetrol Int'L. 19 57K
S.A.
27: EX-3.26 Articles of Inc. & By-Laws of Ultrapetrol S.A. 26 120K
28: EX-3.27 Memo and Article of Association of Up Offshore 24 95K
Ltd. Ltd.
4: EX-3.3 Articles of Incorporation & By-Laws of Bayham 18 61K
Investments S.A.
5: EX-3.4 Articles of Incorporation & By-Laws of Cavalier 18 60K
Shipping Inc.
6: EX-3.5 Articles of Incorporation & By-Laws of De 5 33K
Navegacion Mundial Inc.
7: EX-3.6 Articles of Incorporation & By-Laws of Danube 16 60K
Maritime Inc.
8: EX-3.7 Articles of Incorporation & By-Laws of General 15 66K
Venture Inc.
9: EX-3.8 Articles of Incorporation & By-Laws of Imperial 19 67K
Maritime Ltd.
10: EX-3.9 Articles of Incorporation & By-Laws of Kattegat 12 47K
Shipping Inc.
29: EX-4.2 Registration Rights Agreement 23 106K
30: EX-4.3 Indenture 155 664K
31: EX-5.1 Form of Opinion of Seward & Kissel LLP 4 29K
32: EX-5.2 Form of Opinion of Perez, Alati Etal. 2 27K
33: EX-5.3 Form of Opinion of Higgs & Johnson 4 28K
34: EX-5.4 Form of Opinion of Barros & Errazuriz Abogados 3 28K
Ltd.
35: EX-5.5 Form of Opinion of Seward & Kissel LLP 2 26K
36: EX-5.6 Form of Opinion of Palacios, Prono & Talavera 3 27K
37: EX-5.7 Form of Opinion of Tapia, Linares Y Alfaro 3 28K
38: EX-5.8 Form of Opinion of Ramela & Regules Rucker, 3 28K
Abogados
39: EX-8.1 Form of Opinion of Seward & Kissel LLP 2± 24K
40: EX-10.2 Form of Insurance Assignment 12 47K
41: EX-10.3 Form of Earnings Assignment 10 44K
42: EX-10.4 Escrow Agreement 24 95K
43: EX-12.1 Computation of Ratio or Earnings to Fixed Charges 2± 27K
44: EX-21.1 List of Subsidiaries 4 32K
45: EX-23.1 Consent of Independent Accounting Firm 2 23K
46: EX-23.2 Consent of Doll Shipping Consultancy 1 23K
47: EX-25.1 Statement of Eligibility 47 111K
48: EX-99.1 Form of Letter of Transmittal 16 76K
49: EX-99.2 Form of Letter to Securities Brokers Etal. 2± 25K
50: EX-99.3 Form of Letter to Clients 2 29K
51: EX-99.4 Form of Notice of Guaranteed Delivery 4 31K
EX-3.23 — Articles of Inc. & By-Laws of Stanmore Shipping Inc.
Exhibit Table of Contents
EXHIBIT 3.23
PUBLIC DOCUMENT NUMBER ONE THOUSAND TWO HUNDRED SEVENTY NINE (1279)
WHEREBY the Corporation known as "STANMORE SHIPPING INC.", with domicile in the
City of Panama, Republic of Panama, is incorporated.
Panama, 4th of February 2000.
In the City of Panama, capital of the Republic and seat of the notarial circuit
of the same name, on the fourth day of the month of february, in the year two
thousand (2000), before me, Licentiate BLANCA VANEGAS DE JACOME, Fifth Notary
Public of the Circuit of Panama, holder of personal identity card number
eight-two hundred one-one thousand nine hundred nineteen (8-201-1919),
personally appeared the following persons, to me known: MARIO EDUARDO CORREA
ESQUIVEL (Mario E. Correa), male, of legal age, married, lawyer, Panamanian and
resident of this city, holder of personal identification card number eight-two
hundred and thirty one-seven hundred and thirty five (8-231-735); and JULIO
ERNESTO LINARES FRANCO (Julio E. Linares F.), male, of legal age, single,
lawyer, Panamanian and resident of this city, holder of personal identification
card number eight-two hundred and thirty-one thousand six hundred and sixty six
(8-230-1666); and they requested that I issue this Public Instrument to make of
record that they are incorporating a corporation, according to Panamanian law,
subject to the following Articles of Incorporation:
FIRST: The name of the Company is: "STANMORE SHIPPING INC.".
SECOND: The objects and purposes which the corporation shall mainly
undertake, develop and carry on within or outside the Republic of Panama are the
following: (a) to acquire, possess, administrate, encumber, lease, alienate and
dispose of in any form, all types of goods, such as chattel, real estate,
livestock or of any other nature, including rights, obligations and quotas of
participation, whether as owner or for the account of third parties; (b) to
issue, administer, buy, sell and negotiate all types of shares, quotas,
documents, bonds, titles or securities, whether on its own account or on the
account of third parties; (c) to buy, acquire, sell, or grant patents, marks,
copyrights, licenses and formulas, and to exploit them commercially; (d) to buy,
sell, charter and administrate all types of ships; as well as to operate
maritime agencies and carry on
maritime operations in general; (e) to invest in companies, businesses or
projects, and the financing, negotiation, exploitation or participation in
mining, industrial, commercial, real estate, financial, maritime or any another
class of companies; (f) to open, operate and administer accounts in banks or
other lending or financial institutions; and to give and take loans; to remit,
accept, endorse, discount and grant notes, drafts and other negotiable
documents, and to offer all kinds of guarantees in favor of third parties upon
all or any of the assets of the company; and (g) to engage in any another lawful
business permitted by the Laws of the Republic of Panama or which these may
allow in the future.
THIRD: The authorized capital stock of the corporation is of TEN THOUSAND
DOLLARS (US$10,000.00), legal currency of the United States of America, divided
into ONE HUNDRED (100) BEARER OR NOMINATIVE SHARES, with a nominal value of ONE
HUNDRED DOLLARS (US$100.00) each. The holder of a certificate issued to bearer
may have said certificate exchanged for another certificate in his name for
equal number of shares; and the holder of nominative shares may have his
certificate exchanged for another to bearer for equal number of shares. The
capital stock may be increased; more and new shares may be issued and the
nominal value, class and rights pertaining to said shares may be changed. Each
share shall be entitled to one vote.
FOURTH: The Board of Directors of the Corporation shall authorize the issue
of shares of the corporation and prescribe their distribution.
FIFTH: The domicile of the corporation shall be the City of Panama,
Republic of Panama. The corporation may develop its activities and establish
branches and offices in any other part of the world, and may likewise
re-domicile or change its domicile of incorporation in order to continue
existing under the laws of another country or jurisdiction, subject to the
authorization of the Board of Directors or the Assembly of Shareholders of the
corporation.
SIXTH: The number of the first directors shall be three (3). The Board of
Directors may, however, increase the number of Directors to seven (7) and may
also designate them. The Board of Directors shall have the duties and exercise
the powers specifically set forth in the by-laws of the Corporation. It shall
not be necessary to be a shareholder in order to be a Director.
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SEVENTH: The duration of the corporation shall be perpetual.
EIGHTH: The Officers of the corporation shall be elected in the manner and
according to what is prescribed in the by-laws of the Corporation. The same
person may perform two (2) or more offices.
NINTH: The President of the corporation is the Legal Representative. In his
absence or inability, the Legal Representative shall be the Vice-president.
TENTH: The holders of fifty one percent (51%) of the outstanding stock of
the Corporation shall constitute quorum for the transaction of business on the
part of the General Assembly of Shareholders. In order that the resolution of
the General Assembly of Shareholders may be valid the affirmative vote of the
majority of the holders of the outstanding stock, present or represented by
proxy, is required. The meetings of the General Assembly of Shareholders shall
be held in the Republic of Panama or at any other place outside the Republic of
Panama which the Board of Directors or the General Assembly by themselves may
determine.
ELEVENTH: Any Shareholder may grant a Proxy by means of a public or private
document to be represented in any meeting or General Assembly of Shareholders to
be held. In case of Bearer Shares this Proxy shall be granted before a Notary
Public and on it the Notary shall record the number of share certificates
presented by the grantor shareholder to the Notary, specifying the number of
shares represented by each certificate.
TWELFTH: The Board of Directors may make, change, amend or revoke the
by-laws of the Corporation, and prescribe and change from time to time the
amounts of capital stock which it shall keep in reserve for any legitimate
purpose.
THIRTEENTH: The Board of Directors may hold its meetings, maintain one or
more offices and keep the books of the Corporation at the places which the Board
itself may at any time designate, within or without the Republic of Panama.
During the meetings of the Board of Directors, any Director may be represented
and vote by Proxy or Proxies (who do not need to be Directors) appointed in
writing (through fax, telex or cable), with or without power of substitution.
FOURTEENTH: The Corporation reserves the right to amend, change or revoke
any of the provisions of these Articles of Incorporation,
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in the manner permitted by the laws of the Republic of Panama, it being
understood that all rights conferred by these Articles of Incorporation upon the
Officers, the Board of Directors and the Shareholders of the corporation are
subject to such reservation.
FINAL PROVISIONS:
(A) The name and the domicile of each of the subscribers to these Articles of
Incorporation and the number of shares to which each of them agrees to
subscribe, are as follows: MARIO E. CORREA, of Via General Nicanor A. de Obarrio
- Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th) Floor, City of Panama,
Republic of Panama, ONE (1) SHARE; and JULIO E. LINARES F., of Via General
Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, Fourth (4th)
Floor, City of Panama, Republic of Panama, ONE (1) SHARE.
(B) The Resident Agent shall be the Law Firm "TAPIA, LINARES Y ALFARO" whose
address is as follows: Via General Nicanor A. de Obarrio - Fiftieth (50th)
Street, Bancomer Plaza, Fourth (4th) Floor, Post Office Box Seven thousand four
hundred and twelve (7412), Panama Five (5), Republic of Panama; Telephone: five
zero seven (507) two six three - six zero six six (263-6066); Fax: five zero
seven (507) two six three - five three zero five (263-5305).
(C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ,
CLARISSA PLATA DE AGUIRRE and ELSA MARIA SOUSA QUINTERO, all with domicile at
Via General Nicanor A. de Obarrio - Fiftieth (50th) Street, Bancomer Plaza, City
of Panama, Republic of Panama.
(D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ,
President; CLARISSA PLATA DE AGUIRRE, Vice-president and Treasurer; ELSA MARIA
SOUSA QUINTERO, Secretary.
I made known to the parties appearing before me that a copy of this public
instrument must be registered; and it having been read to them in the presence
of the attesting witnesses, Mrs. Aura Isabel Santiago de Castillero, with
personal identity card number eight-one hundred eighty three-nine hundred
seventy nine (8-183-979); and Miss Maria Isabel Gonzalez Diaz, with personal
identity card number eight-one hundred twenty eight-one hundred forty nine
(8-128-149), of legal age, and residents of this city, to me
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known end qualified to discharge the duty, they found it to be correct, and they
all sign it as a matter of record, before me, the Notary Public, whereunto I
attest.
THIS Document bears number ONE THOUSAND TWO HUNDRED SEVENTH NINE. (1279)
(sgd.) MARIO E. CORREA--JULIO E. LINARES F.--Aura I. S. de Castillero--Ma. I.
Gonzalez--,BLANCA V. DE JACOME, Fifth Notary Public.
CONFORMS with its original this copy which I issue, seal and sign in the
City of Panama, Republic of Panama, on the fourth day of the month of February,
in the two thousand (2000).
(sgd.), BLANCA VANEGAS DE JACOME, Fifth Notary Public.
PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 10:25 a.m., on the
10th day of February 2000, as per Volume 2000 and Entry 16107 of the Journal, by
Katherine Knight.- Duties Paid B/.60.00; Liquidation No.2008025756.- (sgd.),
Chief of the Section.
There is a stamped seal of the Public Registry Office of Panama.
BE IT REGISTERED (Sgd.), Chief of the Section.
Inscribed the previous document in the Public Registry of Panama Department
_________ (Mercantile) Roll 374637, Document 75646, Duties paid B/.60.00, on
Panama, 11th February 2000. (sgd.), Chief of the Section.
I, Bertilda R. de Torres, do hereby certify that the foregoing is a true and
exact translation of its original in Spanish.
Panama, September 4,2000.
/s/ Bertilda R. de Torres
--------------------------
[SEAL]
BY-LAWS OF
STANMORE SHIPPING INC.
CHAPTER ONE
OFFICES
Article One.- Main Offices.
The main offices of this corporation shall be at Bancomer Plaza, 4th
Floor, Via General Nicanor A. de Obarrio, City of Panama, Republic of Panama.
Article Two.- Other Offices.
The corporation may have other offices at such places as the Board of
Directors may, from time to time, designate or where the business of the
corporation may require.
CHAPTER TWO
General Assembly of Stockholders
Article One.- Place of holding meetings.
The meetings of the General Assembly of Stockholders of the corporation
shall be held at the offices of the corporation in the Republic of Panama,
unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what
is provided in Article Four of this Chapter, and being further understood that
the Directors may, by resolution of the Board, change the place for the holding
of meetings of the Assembly of Stockholders for any place within or without the
Republic of Panama.
Article Two.- Annual Meeting.
Subject to what is provided in Article One and Four of this Chapter, and
unless otherwise specified in the notice or in the waiver of notice of the
meeting, the annual meeting of the Assembly of Stockholders of the
corporation shall be held in the offices of the Company, in the Republic of
Panama or as such other place within or without the Republic of Panama as may be
determined by the Board of Directors, at 10:00 o'clock in the forenoon on the
12th day of January of each year, if not a legal holiday, and if it were a legal
holiday then on the next day not being a legal holiday, for the purpose of
electing Directors and for the transaction of such other business as may be
brought before the meeting. If for any reason said meeting shall not be held on
the date designated, the same may be held at any time thereafter, through notice
or waiver of notice of the meeting, as it may be further established, and the
matters to be discussed thereat may be transacted at any special meeting called
for that purpose.
Article Three.- Special Meetings.
Special meetings of the Assembly of Stockholders may be called by orders
of the President or the Board of Directors at any time deemed necessary, and it
shall be binding to order the notice for such meetings when so requested in
writing by the Stockholders owners of not less than one twentieth of the issued
and outstanding shares entitled to vote thereat. The matters to be transacted at
a special meeting shall be limited to the objects specified in the notice of the
meeting.
Article Four.- Notice of meetings.
Notice of the date and place of the annual meeting or any special meeting
of the stockholders shall be given by the Secretary of the corporation to each
stockholder entitled to vote thereat by mailing a letter to each stockholder to
the address left by him at the office of the Secretary of the corporation, or to
his last known address, or by personal delivery of the same, not less than ten
days before such meetings. The notices for special meetings shall also indicate
the purposes of the meeting. All or any of the Stockholders
may waive notice of a meeting before or after the holding of such meeting and
the presence of a stockholder at any meeting, in person or by proxy shall be
considered as a waiver on his part to the notice of said meeting. The meetings
of the stockholders may be held at any time, for any purpose, without notice,
when all the Stockholders are present in person or represented by proxy, or when
all the stockholders shall waive notice and consent to the holding of such
meeting.
If the corporation has issued shares to bearer the notice for the meetings
of the stockholders, unless waived by writing before or after the meeting, shall
be published in a newspaper designated by the Board of Directors.
Article Five. Voting at the meetings of the Assembly of Stockholders.
In every Assembly of Stockholders, each of the owners of stock of the
company, with voting rights, shall have the right to one vote for each share
appearing registered in his name at the time of closing of the books, prior to
said meeting, and if such books would not have been closed, then for each share
registered in his name on the date fixed by the Board of Directors, as
prescribed in Article 6 of Chapter V of these by-laws. In the event of shares
issued to bearer, the holder of a certificate or certificates, representing such
shares entitled to vote, shall be entitled to one vote at any meeting of the
Stockholders, for each share entitled to vote, upon presentation at said meeting
of said certificate or certificates or upon presentation of any other evidence
of ownership as may be prescribed by the Board of Directors.
Article Six.- Proxies.
Each of the stockholders shall be entitled to vote in person or by a
special proxy, appointed by an instrument in writing, or by letter, executed
with the signature of the stockholder, or by an attorney duly authorized.
Article Seven.- Voting Procedure.
All election shall be made by ballots, and all matters shall be decided by
a majority of votes, that is, more than one half.
Article Eight.- Stock Register.
The Officer or Agent in charge of the Stock Register shall keep a complete
alphabetical list of the Stockholders entitled to vote, containing the residence
and the number of shares held by each, which list and Stock Register shall be
kept on file at any office of the corporation. The Stock Register shall be the
only evidence as to who are the Stockholders entitled to vote at any meeting of
the Stockholders. In the event of shares issued to bearer the Stock Register
shall specify the number of shares so issued, the date of issue and that such
shares are fully paid and non-assessable.
Article Nine.- Quorum.
The holders of a majority of the total number of shares issued and
outstanding entitled to vote at any meeting, present personally or by proxy,
shall constitute a quorum for the transaction of business, unless the Law shall
require the representation of a larger number. In the absence of a quorum, the
Stockholders present or represented on the date and place at which the meeting
should have been held may adjourn the meeting from time to time until a quorum
is present. At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted by a quorum of
Stockholders, just as it might have been transacted at the meeting originally
called.
Article Ten. President and Secretary.
The President, or in his absence, the Vice-President, shall declare open
all meetings of the General Assembly of Stockholders and shall preside such
meetings; but in the absence of the President and the Vice-President of the
corporation, the Stockholders may elect a Chairman to preside the meeting. The
Secretary of the corporation shall act as Secretary at all meetings of the
Assembly of Stockholders, but in the absence of the Secretary of the
corporation, the Stockholders may appoint any person to act as Secretary of the
meeting.
CHAPTER THREE
Board of Directors
Article One.- Election, Qualification and Vacancies.
The properties and businesses of the corporation shall be managed and
controlled by a Board of Directors, consisting of three (3) members, but such
number may be changed at any time. In the event of an increase in the number of
Directors until the meetings of the Assembly of Stockholders are held, the
additional Directors may be elected by the Board of Directors already existing,
to exercise their duties until the next meeting of the Assembly of Stockholders
or until the election and qualification of their successors. In the event of a
vacancy in the Board of Directors by reason of death, resignation, removal or
otherwise, the remaining Directors, by resolution approved by the majority
thereof, shall have power to fill such vacancy for any unexpired term. A
Director shall remain validly in his office until his successor shall be elected
and shall qualify.
Article Two. - Place of holding the meetings.
Meetings of the Board of Directors may be held at the places designated by
the Board of Directors, from time to time, or at the places agreed in writing by
all the Directors.
Article Three. - Regular Meetings.
Regular meetings of the Board of Directors may be held with or without
notice, as the Board of Directors may, from time to time, determine by
resolution.
Article Four.- Special Meetings.
Special meetings of the Board of Directors may be held when called by the
President with two days notice in advance given to each Director, whether by
personal delivery, or by mail, telex, cable, fax or other method of
communication. Special meetings of the Board of Directors may be held for any
purpose, without notice, when all the Directors are present, or waive notice and
consent to the holding of such meetings.
Article Five. - Quorum.
The majority of the Directors shall constitute a quorum and may decide
validly on the matters submitted to the consideration of the Board of Directors.
Article Six. -
Directors may be represented by proxy, by public or private document, for
such purpose, if it is expressly allowed by the Articles of Incorporation.
Article Seven. - Compensation.
The Directors, as such, shall not receive any fixed salary for their
services, but by resolution of the Board of Directors the payment of a certain
sum may be agreed upon, as well as the expenses for attendance, if any, for the
attendance to each regular or special meeting of the Board of Directors; being
it understood, however, that this provision shall not be construed as to prevent
any Director from rendering his services to the corporation in any other
capacity and from receiving the respective remuneration. The members of special
or permanent committees may receive likewise compensation for the attendance to
the meetings of the committee of which they are members.
Article Eight.- Voting with respect of other shares.
The Directors shall have the power to designate the person who shall be
entitled to vote on behalf of the corporation with respect to the Stock, bonds
or securities that the corporation has in other companies, as well as the person
entitled to assign and transfer such stock, bonds or securities.
CHAPTER FOUR
Officers
Article One.- Election, Term and Vacancies.
The officers of the corporation shall be a President, a Secretary and a
Treasurer, who shall be elected by the Board of Directors. The Board of
Directors may also appoint such other Officers and Agents, including one or more
Vice-Presidents, as it may deem necessary, who shall have the authorization and
perform the duties conferred to them, from time to time, by the Board of
Directors. The Officers elected by the Board of Directors shall exercise their
offices for one year, or until their successors are elected and qualified, being
it understood that any officer may be removed at any time by the affirmative
vote of a majority of all the Directors. The vacancies occurring among the
Officers of the corporation shall be filled by the Board of Directors, who shall
fix their salaries. An Officer does not need to be a Director and any person may
exercise two or more offices.
Article Two. President.
The President is the Legal Representative and Executive Chief of the
corporation. He shall preside all meetings of the Assembly of Stockholders and
of the Board of Directors. He shall have the general and active management of
the businesses of the corporation, subject to the Board of Directors, and shall
see that all the orders and resolutions of the Board of Directors be performed.
Jointly with any other Officers designated by the
Board of Directors he shall execute or shall procure the execution of contracts
and shall sign or procure the signature of the other obligations authorized by
the Board of Directors. Jointly with any other Officer designated by the Board
of Directors and previous the authorization thereof, he may delegate or grant
powers in favor of third persons or Agents, in connection with the business of
the corporation.
Article Three. Vice-President.
The Vice-President shall have all the powers and shall perform all the
duties of the President in the event of his absence or disability. He shall also
have the powers and duties that may be delegated to him, from time to time, by
the President. He shall also have the powers and duties that may be conferred to
him by the Board of Directors.
Article Four.- Secretary.
The Secretary shall attend to all meetings of the Assembly of
Stockholders, of the Board of Directors and of all the committees, and shall
enter the votes and proceedings of such meetings in a book that he shall keep
for such purpose. He shall keep safe custody of the Corporate Seal of the
company, whenever adopted by the Board of Directors, which he shall affix on any
instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and documents corresponding to his
office, or those entrusted to his care by the Board of Directors or by the
committees. He shall also perform the other duties corresponding to his office
or those conferred to him by the Board of Directors.
Article Five.- Treasurer.
The Treasurer shall have the custody of the funds and securities of the
corporation and shall keep complete and exact accounts of the entries and
disbursements in the books belonging to the corporation and shall deposit all
the monies and other valuable effects in the name and to the credit of the
corporation with the depositories that the Board of Directors may appoint. He
shall disburse the funds of the corporation in accordance with the orders of the
Board of Directors, and shall keep adequate vouchers of such disbursements and
shall render to the President or the Board of Directors, when required, an
account of all his operations as Treasurer as well as a general balance sheet of
the corporation.
Article Six.- Oaths and bonds.
The Board of Directors may by resolution require that any officers, agents
or employees of the corporation take oaths or bonds for the faithful performance
of their respective duties.
Article Seven.- Signatures.
All checks, drafts or orders for the payment of money, and all acceptance,
bills of exchange and notes shall be signed by the Officer or Officers of the
corporation and the Agents that the Board of Directors may appoint by
resolution.
Article Eight.- Vacancies.
The vacancies occurring among the Officers may be filled for the unexpired
portion of the term by the same body authorized to make its appointment.
Article Nine.- Delegation of Duties.
In the event of death, resignation, retirement, disability, incapacity,
illness, absence, removal or negative from any officer or agent of the
corporation, or for any other reasons that the Board of Directors may deem
sufficient, the Board of Directors may delegate the powers and duties of such
officer, or agent, upon any other officer, or agent, or in any other director,
while the respective measurers are being provided.
CHAPTER FIVE
Shares of the Capital Stock
Article One.- Stock Certificates.
All Stock Certificates of the capital stock of the corporation shall be in
the form, not incompatible with the laws nor with the Articles of Incorporation,
as the Board of Directors may approve; they shall contain a reference to the
inscription of the corporation in the Mercantile Registry; and shall be signed
by Officers designated by the Board of Directors from time to time. All Stock
Certificates shall bear consecutive numbers, the name of the person owner of the
shares represented thereby, together with the number of such shares and the date
of issue and shall be entered in the books of the company.
Article Two.- Bearer Shares.
Shares may be issued to bearer only if fully paid and non-assessable.
Article Three.- Stockholders of Record.
The corporation shall have the right to consider the holder of record of
any share or shares of the capital stock of the corporation as the holder in
fact thereof, and shall not be bound to recognize any claim or interest arising
from any other person in respect to the shares of one class or another, even
though it may have express notice thereof, except in the cases expressly
provided in the Panama Laws.
Article Four.- Register of Bearer Shares.
In the event of shares issued to bearer the stock register shall indicate
the number of shares issued, the date of issue and that such shares have been
fully paid and are non-assessable.
Article Five.- Cancelled and Lost Certificates.
All stock certificates waived shall be cancelled, and the corresponding
certificate shall not be issued unless waiver and cancellation of a similar
certificates for a like number of shares is made. Any person who alleges the
loss or destruction of a stock certificate shall make a statement or affirmation
of such fact, and shall announce it in accordance with the requirements of the
Board of Directors, and further, if the Board of Directors shall so require,
shall serve a bond for the amount stipulated by the Board, whereupon a new
certificate of the same tenor and for a like number of shares shall be issued in
lieu of the certificate alleged to have been lost or destroyed.
Article Six.- Transfers of Shares.
Transfers of shares shall be made in the books of the corporation by the
holder thereof or his attorney, by waiver and cancellation of the certificate or
certificates for such shares; but the Board of Directors may appoint any bank or
trust company to act as agent or registrar for the transfers of such
certificates. The books of transfers of the corporation may be closed during the
period that the Board of Directors determine, provided said period does not
exceed forty days prior to the date fixed for the annual or a special meeting of
the Assembly of Stockholders, and said period may also be closed by the Board of
Directors for the time that said Board may deem necessary for the payment of
dividends and meanwhile the shares shall not be transferable. The Directors may
fix also a date not less than forty days before the holding of any meeting, as
the date in which the stockholders of the class who are not holders of the
shares issued to bearer, entitled to notice of and to vote at such meeting are
determined, in which case only the stockholders of record in such date shall be
entitled to notice of and to vote at such meeting. Shares issued to bearer shall
be transferred by the delivery of the certificate or certificates representing
the same.
Article Seven.- Stockholders' Addresses.
Every Stockholder of record shall give to the Secretary an address to
which all or any notices shall be sent, but in the absence thereof, such notices
may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4,
Chapter 2, of these By-Laws.
Article Eight.- Regulations.
The Board of Directors shall have the power and authorization to dictate
the rules and regulations it may deem convenient to regulate the issue, transfer
and registry of the stock certificates for the capital stock of the corporation.
CHAPTER SIX
Dividends
Article One.- Dividends and Reserves.
Before the payment of any dividend or the making of any distribution of
profits, the Board of Directors may deduct from the surplus or the net profits
of the corporation, such sum or sums that in its discretion may be proper as a
fund of reserve for depreciation, renewal, indemnity and maintenance or for such
other purposes that the Directors may deem conducive or convenient for the
interests of the corporation. Dividends upon the issued and outstanding shares
of the corporation may be declared at any regular or special meeting of the
Board of Directors.
Article Two.- Dividends in shares.
When the Board of Directors shall so determine, dividends may be paid by
the issue of shares of the corporation, provided that the capital required for
such purpose is authorized and available, and provided that if such shares
shall not have been previously issued, a sum be transferred from the surplus to
the account of capital of the corporation at least equal to the one for which
such shares could lawfully be sold.
CHAPTER SEVEN
Fiscal Year
The fiscal year of the corporation shall be for a period of twelve months
and shall end on the 31st. of December of each year.
CHAPTER EIGHT
Seal
The company may adopt a corporate seal, which shall have the form and text
approved by the Board of Directors, from time to time.
CHAPTER NINE
Amendments
These By-Laws may be altered, amended or revoked by the Board of
Directors, at any regular or special meeting, with or without notice of the
proposed alteration, amendment or revocation.
*****
The undersigned, Secretary of STANMORE SHIPPING INC., a company duly organized
and existing in accordance with the Laws of the Republic of Panama, does hereby
C E R T I F Y :
That the foregoing is a true and exact copy of the By-Laws of said corporation,
which were duly adopted at the meeting of the Board of Directors, held in the
Republic of Panama, on February 4, 2000.
/s/ Elsa Ma. Sousa
----------------------------------
Elsa Ma. Sousa
Secretary
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/24/05 | | | | | | | None on these Dates |
| | 2/4/00 | | 18 |
| List all Filings |
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