Articles

Images above courtesy World Match Racing Tour.

BERMUDA THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY GUARANTEE (Section 7(1) and (3))

MEMORANDUM OF ASSOCIATION OF MATCH RACING ASSOCIATION (hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited.

2. Every member of the Company undertakes to contribute to the assets of the Company, in the event of it being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and the costs, charges and expenses of winding-up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one hundred dollars.

3. The objects for which the Company is formed and incorporated are-

(I) The Company shall have the following objects:

(a) the promotion of match race sailing, including a regatta or regattas to select a world champion of match race sailing;

(b) to assist in the promotion and development of sailing and the training of sailors throughout the world and to support yacht racing as an international sport; and

(c) the financial support of charitable funds, institutions or projects throughout the world.

(d) the doing of all such other things as are incidental to, or which may be considered conducive to, the attainment of the above objects or any of them.

(ii) In furtherance of the principal objects but not otherwise, the Company shall have power to:

(a) to acquire by purchase or otherwise hold, sell, dispose of and deal in personal property of all kinds, wheresoever situated;

(b) to purchase, take on lease or in exchange, hire or otherwise acquire any personal property and any rights or privileges which the Company may think necessary or convenient for the promotion of its objects;

(c) to borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit;

(d) to invest the moneys of the Company not immediately required for its purposes in or upon such investment, securities or property as may be thought fit;

(e) to establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes;

(f) to do all such other things as are incidental or conducive to the attainment of the above powers or any of them;

4. The Company is to be an exempted Company as defined by the Bermuda Companies Act 1981.

5. The Company does not propose to carry on business in Bermuda.

6. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels - Not Applicable

7. We, the undersigned, namely,

NAME ADDRESS BERMUDIAN
STATUS
(Yes/No)
NATIONALITY
Brian Billings Oyster Point
23, Rebecca Road
Southampton SN04
Bermuda
Yes British
Ted Weisberg Seaport Securities Corp
19, Rector Street,
New York, New York
0066 USA
No American
Bjorn Ohde Mannheimer Swartling
Lilla Torget 1
Box 2235
S- Y0314 Gothenburg
Sweden
No Swedish

are desirous of being formed into a Company, in pursuance of this Memorandum of Association.

8. The income and the property of the Company, wherever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in paragraph 3 of this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit or otherwise enure to the benefit of any director, officer or Member of the Company, or to the benefit of any private persons;

PROVIDED that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any Member of the Company, in return for any services actually rendered to the Company, nor prevent the payment of interest on money lent or reasonable and proper rent for property demised or let by any Member to the Company;

PROVIDED FURTHER that nothing herein contained shall preclude or affect the carrying-on of commercial and trading activities by corporations, firms, associations or other entities or ventures in which the Company has invested or in which it has, directly or indirectly, any interest; 9. If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Company, but shall be given or transferred to some other institution or institutions having exclusively charitable objects, and which shall prohibit the distribution of its or their income and property among its or their Members. Such institution or institutions shall be determined by the Members of the Company at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object or objects as the Supreme Court may direct on petition thereof by the liquidator in a proceeding to which the Attorney General is a party, or by the Attorney General.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof -

Brian Billings (signature on file)

Ted Weisberg (signature on file)

Bjorn Ohde (signature on file)