EFTA Document EFTA01402595

EFTA01402595 EFTA01402596 EFTA01402597 EFTA01402598 EFTA01402599 { f.- REdwo' ' ■ ARTICiaS OFmG03RFORAilBlle"" Ml APR 12 pn i2 HB- CORPORATIONS'•STT ■ r mm:!' 't fl gi I. OF MORT.INC. We, the undersjgiaed, for the pmposes of associathig to establish a eorporavion for the trauaaciiott of the business a>id the promotion and cotiduot of the objects and puiposes hereinafter statcdj under the provisions and subject to the repiremonta of the laws of the Virgin Islfflids of the mUnited States (heroiwafter called the VitginJslands), and pavtievdarly tire (5aieral CoiporationliiVi'of <0,0 VirginMands (Chapter t, Title 13, Virgin Blands Code), as die same maybe tonended fiotn time to time, do make and file these Aiticlos of Ineoiporatlon in m'iting and do certify; 3 ARTICLE I I The name of ttte Corporation (hereinafiej' referred to as the 'Uoiporation") is MORT, INC* 1 f I ARTICLE H EFTA01402600 1 The principal offloe of the Corpomtion in the ILS. Virgin Islands is located at dlGO Red Hook Quarter, B"3, St Thomas, IJSVI00802, and filename of theiesident agent ofthe Corporation is Oeorge H.T. Dudley, whoso address is Law House, 1000 Fredoriksberg Gade, St. Thomas, U.S. Virgin Blands 00802. ARTICLE III Without liraiting in any manner the scope and generality of the allowable functions of the Corporatioi), it is hejeby provided tlmt the Corporation shall have the following purposesj objects and powers: To engage in any lawful fausiness. (I) 1 (2) To engage in any commercial, industdal, agricultural, marketing, transportation, or service activity calculated or designed to be profitable to the Carpmatiou,. To design, develop, mauufactwe, construct, asscanble, install, repah, mahitaln, prepare and compound and to buy, sell, import, export, and ofiierwise deal in commercial, industtial, agiloultmal, or other instnunents, appliances, tools, niachmety, equipment, parts, supplies, accessories, devices, preparations, compounds, and articles and goods, waves and merchandise of every kind; to maintain and opoi-ate lahoratoriea and testing facilities of ovory kind and to catty on the business of atialysts, tastos, examinetB, advisors and tedmical consultants witit respect to (3) 1 EFTA01402601 I t itiateiMsj equipment and procfosses of every kind and to carry on lesearcfc and exporim^wts widi respect tteeto. I (4) To acquire, hold, njuintain, and qperato snch plants, workshops, offices, stores, buildings, equipment, v^neles and vessels as may be desirable forth© proper conduct of the business herein referred to, and to do and perfoim every odier act that may be legally performed by the epjporation engaged in, such business, (5) To apply tbr, acquire, register, use, hold, sell, assign or otherwise dispose of (rather absolutely or by way of lease, mortgage, pledge, or license), to grant lioenses wi^ respeot to and otherwise twn to aecouiit any letters patent of the United States or of any foreign eounlry, or pending sppUcations thtarsfor, aird any inventioiw, improvements, devices, trade secret?, fbrmulae, processes, trademarks, trade names, brands, labels, copyrighls andpiivil^es and any right, title or iatmeat therein, I t 1 1 I :• I I (6) To purchase emoy or olherwiso turn to account, in goods, wares and merchandise, and real and (7) To acquire all or any business of my person, firm, association same in cash or in stocks bonds of this Corporaliou of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of auy such pmuon, firm, association, coi^oralion or other entity, and to conduct in any or otherwise acquire, hold, own, moitgage, pledge, sell, assign mid transfw and to invest, hade and deal personal property of every kind. part of the good will, rights, properly and corporation or other entity, and to pay for" dio or or otherwise and to bold or in any manner dispose EFTA01402602 lawful mnmier, in any place the whole or any part of the business thus aequired. (8) To pmehase, hold, sell, assign, iransfei', mortgage, pledge, or ottierwise dispose of the .shares of the capital stock of, or any bonds, securities m evidences of indebtednoss created by any other corporation or eorpOMtions of the Virgin Mands, or auy odier Jurisdiction and, while the owner of such stocks, bonds, securities or evidences of indebtedness, to exertaso all the rights, powem and privileges of ownesfsMp, including the right to vote any stock thus owned. (p) To borrow or raise money to any amount pemaitted by law by the sale or issue of bonds, notes, debentures or other obligations of any kind, to guarantee) loans, othar typea of indebtedness and iinanemg obligations, and to secure the foregoingby moi^ages or other Hw upon any mxd afl of the property of every kind of the Corporation, (10) To enter into and carry out any contacts for or in relation to the foregomg busine.ss with, any person, rirm, assodatton, corporation, or other entity, op gpvmument or governmental agency. t t I t 1 (11) To conduct its businoss in the Virgin Mauds and elsewliga-e in tho United States and foreign countries and to have offices within or outside the Virgin Islajjds and to hold, purchase, moitgage and convoy real and personal property within or outside the Virgin Islands, t .-2" EFTA01402603 I (12) To do all and everything necessary, suitable andpropa-for the accomplislimcntofany of the purposes or the attairan.ont of any of the objects or the exercise of any of the powers heroin set forfb, either alone or i« coimcction with other flnns, individuals, associations or coipotationain the Vhgift Islands and elsewhere in the United tStates and foroip coinitofia, and to do aiiy other acts or things incidmtal or appurtenant to or growhrg out of ox connected with the said businesa> putposos, objects and powers, or any part thereof, not inconsistent with the laws of the Virgin Islands, apd to exercise any and all powers now or IvoreaM' eonfared by law on business corporations whether expressly enumerated heroin or not ■ The purposes, objects andpowwsspeoified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other article of tlress Articles of incotparation. } 1 ARTIOJBIV The total number of shares of all classes of stock which dre CortJoratiotr is authorfeod to issue is ONE THOUSAN© (1,000) shares of common stock of $0.01 par valrre; no preifhrrcd stofck authori:^. The mimmum amount of capital with which the Corporation will commence bwsjness is ONE THOUSAND DOJJ^E^ ($1,000.00). ARTICLE V The names and places of resideiice of each of the pCTSons forming the Corporation ate as follows; name RESIDIMCE William S. McConuell I I t I Denise 3. Richards EFTA01402604 3 I Mieheile Comtor t 7 t -3- I I 5 I I ARTICLE VI The CoAporatiott is to have jpeipotual existonoe. r ARTICLE VII Fw the management ofthe business and for the conduct of the affairs of the Corporation, and in fiji'ther creatlOn, definition, limitation and reguMon of the powers of the Corporation andof its directors, it is finther provided; (1) The number of directore of tire Corporation shall be fwed by, or m the maimer provided in, the By -Laws, but in no case shall the number be less than thiee (unless the Genera) Corporation Law is aatnended to atlow a lower number). The directors need not he stockholders. (2) In fiirtheranco and not in limitation of the powers oonforred by dm laws of the Virgin Islands, and subject at all times to the provlaions thereof, the Board of Directors Is expressly authorixed and empowered: EFTA01402605 1 1 t t To make and adopt th©By—Laws of the Corporation, subject to the powers of the stocldiolders to alter, repeal or modify the By-Laws adopted by thO Board ofDirectors. m 1 t I 1 To autliorizc and issue obligations of the Coiporation, secured and unsecured, to include therein such provisions as to redeemability, convertibilify or Otherwise, as the Board of Directors in its sole discretion may determme, and to authorize the mortgaging or pledging of, and to authorize and cause to he executed mortgages and Hens upon, any property of the Corporation, real or personal, iucluding after acquired property. To deteimine whether any arid, if any, what part of the net profits of the Coiporation or of its net assets in excess of its capital shall be doelared in dividends and paid to the stockholders, and to direct and detormine the use and disposition thereof. (b) (C) I m To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make sudr other provisions, if any, as fire Board of Directors may deem neeessaiy or advisable for wcuktng capital, for additions, iinprovemonts and betterments to plant and equipment, for expansion of the businoss of the Corporation (ineludlng the acquisition of real and personal property for this purpose) and for any other puipose of the Corporation. To establish bonus, profit-sharing, pemion, thrift and other types of incentive, compensation or rotirement plans for the officor.s and employoea (including EFTA01402606 I I 1 . * ' > officers mid oinployeea wlio are also directors) of the Coipoiotioii, and to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's hinds or otltoiwise to be devoted thaeto, and to detennine the persons to participate in any such plans and the amounts of their respective participations. To issuo or grant options for the purohase of shares of stock of the Corporation to officers and (Muploycos (including officers and employees wlio are also directors) of the Coxporation and on .such terms and conditions as the Board of Directors may hom time to time determine, To enter into contracts for tiie management of the bueinees of the Corporation. To exeroiao all the power.s of tl),e Corporation, except such as we cowfbrrcd by law, or by these Articles of Incotpomtiou or by the By*Laws of tiie Corporation upon the atookholders. To issue such classes of stock and seri.es within any class of stock witii such value and voting powers and with such designations, prefwences and relative, pailicipating, optional or other special rights, and qualifications, Itoitations or restrietjehs thereof as is stated in the resolution, or resolutions ppsviding for the issue of such stock adopted by the Board of Directors and duty filed with the Office of the JU. Governor of the Virgin Islands in accordance with 13 V.IC, §91 and 13 V,I,C. §97; as the same maybe amended ifom time to tkne 1 EFTA01402607 1 I ABT.I.CLBVffi The Corporation reserves the li^t to amend, alter or repeal any of the provisions of these Articles oflncoipoiation and to add or insert other piovisions authorized by the laws of the Virgin .Islands at the time in force in the manner and at the time pre.scrihed by said laws, and all rigbSS at any time conferred qpon the Board of Directors and file stockholders by these Articles oflneotporation am granted subject to thepmvisions of this Aiticie; >> { 1 >> -35- s EFTA01402608 r f r I w V • 1 p#. m WimES"S WHERBOF, Wi" have hereunto suhsertbM our names this Jj_ day of April, ?-0U. 4 'William S. McComicll, InWporator Demise J. Richaitls, JhcorpAtgtor Middle Connor, rporator TERRITORY OF THB VIRGIN ISLANDS ) DiSTRier QF ST, THOMAS AM) ST. JOHN ) The hn'Sgoiftg instrumaiDat was adoiowleclged bofera me tins ^ "yof Apfil* 2011, by Wriliam S. MCmmeil, Denise I Richatris, sjid Michelle Comm )ss: I I •.I )) I Notary Public ' V' I EFTA01402609 MARY1.VftSWfJr-■-. WY COMMISSION EXPIRE^MAV 2".1(014 NP-035-10 ■" -so GNOprannonti, and'SoUliyw\wc61M10^L<>»1 S<rtlmjSS\Ti>n)>pr<dy IVWiliiot PflejorKIGtU2Illesn!6C -6- EFTA01402610