Ports of Jersey Limited: Approval of First Board and Terms of Office (P.68/2015) – addendum.

STATES OF JERSEY

PORTS OF JERSEY LIMITED: APPROVAL OF FIRST BOARD AND TERMS OF OFFICE (P.68/2015) – ADDENDUM

Presented to the States on 7th September 2015 by the Minister for Treasury and Resources

STATES GREFFE

2015   Price code: B  P.68 Add.

PORTS OF JERSEY LIMITED: APPROVAL OF FIRST BOARD AND TERMS OF OFFICE (P.68/2015) – ADDENDUM

This Addendum does not amend the proposition itself, but replaces the Memorandum and Articles of Association set out in the Appendix to P.68/2015 with a revised version.  These  amendments  incorporate  some  changes  to  the  Articles  following comments received from the Economic Affairs Scrutiny Panel.

APPENDIX

REVISED APPENDIX TO P.68/2015

MEMORANDUM OF ASSOCIATION COMPANIES (JERSEY) LAW 1991

1. The name of the company is: PORTS OF JERSEY LIMITED
2. The Share Capital of the Company is:

[£1000 (One thousand pounds sterling divided into one thousand shares of £1 each)]

3. The company is a private company and a par value company and the liability of a member arising from his holding of a share is limited to the amount (if any) unpaid on it.
4. We, the persons whose names and addresses are subscribed, desire to be formed into a Company pursuant to this Memorandum of Association, and we agree to take the number of Shares in the Capital of the Company set out opposite our respective names.

COMPANIES (JERSEY) LAW 1991 ARTICLES OF ASSOCIATION

NAME OF COMPANY: Ports of Jersey Limited

1. Subject as hereinafter provided the regulations contained in the Schedule to the  Companies  (Standard  Table)  (Jersey)  Order  1992,  as  amended, (hereinafter referred to as "the Standard Table") shall apply to the Company.
2. All provisions relating to alternate directors shall not apply to the Company and, accordingly, regulations 59, 60, 61, 62 and 63 of the Standard Table are deleted; regulation 79 of  the  Standard Table shall  have  its fifth  and  final sentence deleted; and regulation 84 shall have all words subsequent to its semi-colon deleted and that semi-colon replaced by a full stop.
3. Regulations 68, 69 and 78 are deleted.
4. Regulation 2 of the Standard Table shall not apply to the company but the regulation below shall replace it and be applicable to the company:

"Subject to the provisions of the Law –

1. the share capital of the company at the time of incorporation is £1000 divided into 1000 Ordinary Shares of £1 each;
2. the company may –

1. issue, or
2. convert,

any existing non-redeemable shares, whether issued or not, into shares which are to be redeemed, or are liable to be redeemed at the option of the company or the shareholder, on such terms and in such manner as may be determined by special resolution;

3. unissued shares shall be at the disposal of the company actingby ordinary resolution, which may allot, grant options over or otherwise dispose of them to such persons and on such terms as the resolution requires; and
4. without prejudice to any rights attached to any issued shares, any share may be issued with such rights or restrictions as the company may by special resolution determine".

5. Regulation 22 of the Standard Table shall apply but the regulation below shall precede it and also be applicable to the Company:

"No share shall be transferred to a person who is not a member unless the written consent of every member to the transfer and proposed transferee  has  been  received  by  the  directors  and  not  been withdrawn.".

6. Regulation 58 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the Company:

"Unless otherwise determined by special resolution, the number of directors shall not be subject to any maximum but shall be at least four.".

7. Regulation 67 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the company:

"The first Directors shall be the persons appointed to the Board of the Company as specified in the Schedule to these Articles. The first Directors shall retire from office by no later than the date specified for their retirement (if any) in the Schedule, but are then, subject to these Articles,  eligible  for  re-appointment.  Future  Directors  shall  be appointed as provided in the Articles.".

8. In Regulation 70, the words, "Subject as aforesaid, the" shall be deleted and replaced with "The".
9. Regulation 80 of the Standard Table shall not apply to the Company but the regulation below shall replace and be applicable to the Company:

"The quorum for the transaction of business of the directors may be fixed by the directors and unless so fixed at any other number shall be three.".

10. Regulation 82 of the Standard Table shall apply, but the following shall be applicable  to the  Company  and  inserted  after  the  first  sentence  of Regulation 82:

"The directors may not appoint a Chairman without the permission in writing of the Minister for Treasury and Resources.".

11. SCHEDULE – FIRSTDIRECTORS(ASREFERREDTOINARTICLE67)