EX-3.51 52 dex351.htm ARTICLES OF INCORPORATION OF DRUMHEATH INDEMNITY LTD. Articles of Incorporation of Drumheath Indemnity Ltd.

Exhibit 3.51

 

FORM l

 

COMPANIES ACT OF BARBADOS

(Section 5)

ARTICLES OF INCORPORATION

 

Name of Company  

Company No: 17327

 

DRUMHEATH INDEMNITY LTD.

 

2. The classes and any maximum number of shares that the Company is authorized to issue

 

The Company is authorised to issue an unlimited number of shares of one class designated Common Shares

 

3. Restriction if any on share transfers

 

No share in the capital of the Company shall be transferred without the approval of the directors of the Company or of a committee of such directors, evidenced by resolution. The directors may, in their absolute discretion and without assigning as reasons therefor, decline to register any transfer of any share.

 

4. Number (or minimum and maximum number) of Directors

 

There shall be a minimum of 2 and a maximum of 10 Directors.

 

5. Restrictions if any on business the Company may carry on

 

The Company shall be restricted to engaging in insurance business within the meaning of the Insurance Act, 1996-32 (as amended) of the laws of Barbados or any statutory modifications thereof or substitutions therefor, from time to time in force.

 

6. Other provisions if any

 

1. At least ninety percent (90%) of the gross revenues of the company from insurance premiums, shall originate outside of the Common Market (as such term is defined in section 2(1) of the Insurance Act).

 

2. At least ninety percent (90%) of all risks insured by the Company shall originate outside of the Common Market,

 

7. Incorporators

  Date July 29, 1999    

Names


 

Address


 

Signature


Vivian V. Boyce

 

Bagatelle, St. Thomas, Barbados

   


FORM 4

 

COMPANIES ACT OF BARBADOS

 

(Section 169(1) and (2))

 

NOTICE OF ADDRESS

OR

NOTICE OF CHANGE OF ADDRESS

Of REGISTERED OFFICE

 

1.      Name of Company

    

2. Company No. 17327

DRUMHEATH INDEMNITY LTD.

      

3.      Address of Registered Office

      

Chancery House

      

High Street

      

Bridgetown

      

Barbados

      

4.      Mailing Address

      

Chancery House

      

High Street

      

Bridgetown

      

Barbados

      

5.      If change of address, give previous address of Registered Office.

 

                          N/A

       
   

        /s/ Vivian V. Boyce


            Vivian V. Boyce

   

            July 29, 1999

                    Incorporator

 

For Ministry use only

              

Company No. 17327

  

Filed 1999-07-29

  

REGISTERED Corporate Affairs and

                        Intellectual Property Office

                


FORM 9

 

COMPANIES ACT OF BARBADOS

 

(Sections 66 & 74)

 

NOTICE OF DIRECTORS

 

OR

 

NOTICE OF CHANGE OF DIRECTORS

 

1. Name of Company   2. Company No. 17327

 

    DRUMHEATH INDEMNITY LTD.

 

3. Notice is given that on the                                 day of                                 19

    the following persons) was/were appointed director(s):

    Mailing Address                                                                          Occupation

 

N/A

 

4. Notice is given that on the                                  day of

    the following persons) ceased to hold office as director(s):

 

                    Name   Mailing Address

 

NIA

 

5. The directors of the company as of this date are:

 

                    Name     Mailing Address

 

                        The annexed Schedule is incorporated into this form.

 

                            REGISTERED Corporate Affairs and

                                                     Intellectual Property Office

 

6.   

Date


  

Signature


  

Title


July 29, 1999

  

/s/ Vivian V. Boyce


   Incorporator

Company No. 17327

  

Filed 1999-07-29

    


FORM 9

 

THE COMPANIES ACT OF BARBADOS

 

(Sections 66 & 74)

 

SCHEDULE OF NOTICE OF DIRECTORS

 

Name of Company:

     

Company No:

DRUMHEATH INDEMNITY LTD.

     

      17327

 

The directors of the company as of this date are:

 

Name


 

Mailing Address


 

Occupation


Andrew M. Archibald

 

110 E Montee de Liesse

 

Business Executive

   

St. Laurent

   
   

Quebec

   
   

Canada H4T I N4

   

Gordon R Cunningham

 

110 E Montee de Liesse

 

Business Executive

   

St. Laurent

   
   

Quebec

   
   

Canada H4TIN4

   

Trevor A. Carmichael

 

Staple Grove House

 

Attorney-at-Law

   

St. Davids

   
   

Christ Church

   
   

Barbados

   

Neville LeR. Smith

 

Sunset Drive

 

Trust Manager/

   

Pine Gardens

 

Attorney-at-Law

   

St Michael

   
   

Barbados

   

Paul W. Haddy

 

94 Atlantic Shores

 

Business Executive

   

Christ Church

   
   

Barbados

   

Date

  Signature  

Title

July 29, 1999

 

/s/ Vivian V. Boyce


 

Incorporator


 

DRAWN AND PREPARED BY
   

/s/


   

Dr. Trevor A. Carmichael

   

Attorney-at-Law

   

Chancery Chambers

   

High Street

   

Bridgetown

COMPANIES ACT CAP. 308
(Section 4(3))
DECLARATION
DRUMHEATH INDEMNITY LTD.
Name of Company

 

        I, Trevor Austin Carmichael of Chancery Chambers, High Street, Bridgetown,

 

Barbados, Attorney-at-Law, DECLARE to the best of my knowledge and belief.-

 

1. No signatory to the Articles of Incorporation of the above-named Company is an

 

individual described in Section 4(2) of the Companies Act of Barbados.

 

        The name of the signatory to the said Articles of Incorporation is;

 

        (a) Vivian V. Boyce

 

DECLARED by the said

   

TREVOR AUSTIN CARMICHAEL )

   

at Bridgetown, Barbados this            )

this          29th day of July                 )

1999

 

/s/ Trevor Austin Carmichael


   
   

Before me:

   

/s/


   

Justice of the Peace

   


FORM 1

COMPANIES ACT OF BARBADOS

(Section 5)

ARTICLES OF INCORPORATION

 

    Name of Company   Company No: 17327

 

    DRUMHEATH INDEMNITY LTD.

 

2. The classes and any maximum number of shares that the Company is authorized to issue

 

The Company is authorised to issue an unlimited number of shares of one class designated Common Shares

 

3. Restriction if any on share transfers

 

No share in the capital of the Company shall be transferred without the approval of the directors of the Company or of a committee of such directors, evidenced by resolution The directors may, in their absolute discretion and without assigning any reasons therefor, decline to register any transfer of any share.

 

4. Number (or minimum and maximum number) of Directors

 

There shall be a minimum of 2 and a maximum of 10 Directors.

 

5. Restrictions if any on business the Company may carry on

 

The Company shall be restricted to engaging in insurance business within the meaning of the Insurance Act, 1996-32 (as amended) of the laws of Barbados or any statutory modifications thereof or substitutions therefor, from time to time in force.

 

6. Other provisions if any

 

1. At least ninety percent (90%) of the gross revenues of the Company from insurance premiums, shall originate outside of the Common Market (as such term is defined in section 2(1) of the Insurance Act).

 

2. At least ninety percent (90%) of all risks insured by the Company shall originate outside of the Common Market.

 

7. Incorporators

  

Date

   July 29, 1999

Name


  

Address


  

Signature


Vivian V. Boyce    Bagatelle, St. Thomas, Barbados   

/s/ Vivian V. Boyce


Company No.17327          


BARBADOS.

 

I, CHRISTOPHER FITZGERALD BIRCH, Deputy Registrar of the Corporate Affairs and Intellectual Property Office. Clarence Greenridge House, Keith Bourne Complex, Belmont Road in the parish of Saint Michael and Island of Barbados, and as such a Notary Public do hereby CERTIFY as follows:

 

As Deputy Registrar of Corporate Affairs and Intellectual Property, I have custody of all records relating to the registration of Companies on this Island.

 

The Company DRUMHEATH INDEMNITY LTD. was incorporated on the 29th day of July, One thousand nine hundred and ninety-nine as a Qualifying Insurance Company under the Companies Act Chapter 308 of the Laws of Barbados and is registered in the Companies Register.

 

    Given under my hand as Deputy Registrar and Seal of Office as Notary Public of this Island this 22nd day of July Two Thousand and Four.
   

/s/


    Deputy Registrar and as such a Notary Public in and for the Island of Barbados.

 

[Note: The Registrar’s Certificate is limited to this company’s current state of compliance with the Companies Act Cap. 308 and should not be taken as a warranty or representation by the Registrar concerning the company’s compliance with other laws of Barbados which the Registrar does not administer.]