EFTA00310539.pdf

Form2553 (Rev. Docombor 2O37) Election by a Small Business Corporation (Under section 1362 of the Internal Revenue Code) OMB No. 1545-0146 Deortrrerr or tr-e Treasa-, ► See Parts II and III on page 3 and the separate Instructions. Internal Samna° Service ► The Corporation tan fax this tone to the IRS (see separate Instructions). Note. This erection o be an S corporation can be accepted only if all the tests are met under Who May Elect on page 1 of the instructions: ail Shar0hCatifeS have signed the consent statement; an officer has signed below. and the exact name and address of he corporation and other required form Information are provided. Part I Election Information Name (see hstructIons) A Employer Identification number MORT, INC. Type Number. street. and room ce suite no. (If a box, see instructions.) B Data incorporated or Print 4/12/2011 City or tom, state. and ZIP code C State of hcorporatim ST THOMAS, VIRGIN ISLAN D Check he applicable box(es) if the corporation, after applying for the EIN shown in A above, changed Its ❑ name or ❑ address E Election is to be effective for tax year beginning (month, day, year) (see instructions) ► 4 / 12 / 2011 Caution. A corporation (entity) making the election for its first tax year in existence will usually enter the beginning date of a short tax year that begins on a date other than January 1. F Selected tax year (1) a Calendar year (2) ❑ Fiscal year ending (month and day) ► (3) ❑ 52.53-week year ending with reference to the month of December (4) ❑ 52.53•week year ending with reference to the month of ► If box (2) or (4) is checked, complete Part II G If more than 100 shareholders are listed for item J (see page 2), check this box if treating members of a family as one shareholder results in no more than 100 shareholders (see test 2 under Who May Elect in the instructions) ► ❑ H Name and title of officer or legal representative who the IRS may call for more information I Telephone number of officer William S. McConnell or legal representative ( 340 ) 715-4417 If this S corporation election is being filed with Form 1120S, I declare that I had reasonable cause for not filing Form 2553 timely, and if this election is made by an entity eligible to elect to be treated as a corporation, I declare that I also had reasonable cause for not filing an entity classification election timely. See below for my explanation of the reasons the election or elections were not made on time (see instructions). ts WSW Pea Of PertioY. I dean that I ha to toe test day luweiectae are betel. it is but correct, and correlate. Sign Here Signature of officer Title Date For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 18629R Form 2553 (Rev. 12.2007) EFTA00310539 Form 2553 (Rev. 12-2007) Page 2 Part I Election Information (continu J K Shareholders'Consent Statement L Name and address of each tInder penalties 01 perjury, we declare that we consent to the Stock owned or shareholder or former election or the above-named corporation to be an S corporation percentage o ownership M shareholder required to under section 1302(a) aid that we have examited this consent N (see instructions) Social consent to the election. statement. ncluding accompanyirie schedules and statements. Security Shareholder's (See the instructions for number or employer tax year ems arid to the best or our knostedge and babel. it is true. correct. and column K.) complete. We understand Our consent is bnotno and may not pa identification number (month and Number of wehdrawn after the corporation has made a void election. (Sin shares or Date(s) (see instructions) day) and date below.) percentage acquired Signature of ownership Date JEFFREY EPSTEIN 4/12/2011 100 12/31 Form 2553 (Rev. 12-2007) EFTA00310540 Form 2553 (Rim 12-200?) Page 3 Part II Selection of Fiscal Tax Year (see instructions) Note. All corporations using this part must complete item 0 and Item P, Q, or R. O Check the applicable box to indicate whether the corporation Is: 1. ❑ A new corporation adopting the tax year entered in Item F. Pail I. 2. ❑ An existing corporation retaining the tax year entered in item F. Part I. 3. ❑ An existing corporation changing to the tax year entered in item F. Part I. P Complete item P if the Corporation is using the automatic approval provisions of Rev. Proc. 2006-46, 2006-45 I.R.B. 859. to request natural business year (as defined in section 5.07 of Rev. Proc. 2006-46) or (2) a year that satisfies the ownership tax year test (as (1) a defined in section 5.08 of Rev. Proc. 2006-46). Check the applicable box below to indicate the representation statement the corporation is making. 1. Natural Business Year ► ❑ I represent that the corporation Is adopting, retaining, or changing to a lax year that qualifies as its natural business year (as defined in section 5.07 of Rev. Proc. 2006-46) and haS attached a statement showing separately for each month the gross receipts for the most recent 47 months (see instructions). I also represent that the corporation Is not precluded by section 4.02 of Rev. Proc. 2006-46 from obtaining automatic approval of such adoption, retention, or change in tax year. 2. Ownership Tax Year ► ❑ I represent that shareholders (as described in section 5.08 of Rev. Proc. 2006.46) holding more than half of the shares of the stock (as of the first day of the tax year to which the request relates) of the corporation have the same tax year or are concurrently changing to the tax year that the corporation adopts, retains, or changes to per item F, Part I, and that such tax year the requirement of section 4.01(3) of Rev. Proc. 2006-46. I also represent that the corporation is not precluded by section 4.02 of satisfies Rev. Proc. 2006-46 from obtaining automatic approval of such adoption, retention. or change in tax year. Note. If you do not use item P and the corporation wants a fiscal tax year. complete either item O or R below. Item O is used to fiscal tax year based on a business purpose and to make a back-up section 444 election. Item R is used to make a regular section 4414request a election. O Business Purpose—To request a fiscal tax year based on a business purpose• check box O1. See Instructions for details including payment of a user fee. You may also check box O2 and/or box O3. 1. Check here ► ❑ it the fiscal year entered In Item F, Part I, is requested under the prior approval provisions of Rev. Proc. 2002.22 I.R.B. 1046. Attach to Form 2553 a statement describing the relevant facts and circumstances and, if applicable, 2002-39. the gross receipts from sales and services necessary to establish a business purpose. See the instructions for details regarding the gross receipts from and services. If the IRS proposes to disapprove the requested fiscal year. do you want a conference with the IRS National Office? sales ❑ yes ❑ No 2. Check here ► ❑ to show that the corporation intends to make a back-up section 444 election in the event the corporation's business purpose request Is not approved by the IRS. (See instructions for more information.) 3. Check here ► ❑ to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event (1) the corporation's business purpose request is not approved and the corporation makes a back-up section 444 election. but is ultimately not qualified to make a section 444 election, or (2) the corporation's business purpose request is not approved and the corporation did not make a back-up section 444 election. R Section 444 Election—To make a section 444 election, check box RI. You may also cheek box R2. I. Check here ► ❑ to show that the corporation will make, if qualified, a section 444 election to have the fiscal tax year shown in item F, Part I. To make the election, you must complete Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, and either attach it to Form 2553 or file it separately. 2. Check here ► ❑ to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event the corporation is ultimately not qualified to make a section 444 election. Part III Qualified Subchapter S Trust (ASST) Election Under Section 1361(d)(2)* Income beneficiary's name and address Social security number Trust's name and address Employer Identification number Date on which stock of the corporation was transferred to the trust (month, day, year) ► / / In order for the trust named above to be a OSST and thus a qualifying shareholder of the S corporation for which this Form 2553 is filed, I hereby make the election under section 1361(0(2). Under penalties of perjury. I certify that the trust meets the definitional requirements of section 1361(d)(3) and that all other information provided in Part III is true, correct, and complete. &rave of in:ome bereckery «1;one:we and We of legal representative or other caseated person making the electon Date 'Use Part III to make the OSST election only if stock of the corporation has been transferred to the trust on or before the date on which the corporation makes its election to be an S corporation. The ASST election must be made and filed separately if stock of the corporation is transferred to the trust after the date on which the corporation makes the S election. (E) FINIS on ncydd paper Earn 2553 (Rev. 12.2007) EFTA00310541  WAIVER OF NOTICE AND ASSENT TO ACTIONS FIRST MEETING OF INCORPORATORS MORT, INC. neseamom mr"-- c_cits -k WE, the undersigned, being all of the Incorporato ereby agree and consent t the first meeting of the Incorporators of the Corporation be held on the date and time, and at the place designated hereunder, and do hereby waive all notice of and assent to all actions whatsoever at such meeting and of any adjournment or adjournments thereof. We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the Incorporators present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if all the undersigned were present and as if such meeting or adjourned meeting were held after notice. PLACE OF MEETING: Offices of Dudley, Topper and Feuerzeig Law House 1000 Frederiksberg Gade St. Thomas, U.S. Virgin Islands DATE OF MEETING: April 12, 2011 TIME OF MEETING: 2:00 PM DATED: April 12, 2011 William S. McConnell, Incorporator Denise J. Richards, Incorporator Michelle Connor, Incorporator EFTA00310542  MINUTES OF THE FIRST MEETING OF INCORPORATORS MORT, INC. Crteidae\ The first meeting of Incorporators o e Corporatio9rred wa on April 12, 2011, at 2:00 M., at the offices of Dudley, Topper and Feuerzeig, Law House, 1000 Frederiksberg Gade, Charlotte Amalie, St. Thomas, U.S. Virgin Islands, as indicated in the written Waiver of Notice and Assent prefixed to the minutes of this meeting. William S. McConnell called the meeting to order and stated the objects thereof. Upon motion duly made, seconded and unanimously carried, William S. McConnell was chosen Chairman of the meeting, and Denise J. Richards as Secretary thereof. 4 A.A. The following persons, constituting all of the Incorporato ere present in person: William S. McConnell Denise J. Richards Michelle Connor 4 lid-Cl are't The Chairman then presented a copy of the Articles of Incorporation and reported that the original thereof had been filed in the Office of the Lieutenant Governor, Corporate Division, of the Territory of the U.S. Virgin Islands, on the 12th day of April, 2011, and that the filing fee required by law had been paid and receipts obtained therefor. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, t a copy of th Articles of Incorporation and the Certificate of orporation, to ether with the original receipt showing pay ent of the filing fee be inserted in the Minute Book of the Corporation. The Chairman presented a proposed form of bylaws for the regulation and management of the affairs of the Corporation, and stated that the same had been prepared in accordance with -1- EFTA00310543 the instructions of the Incorporators. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the proposed bylaws submitted to the meeting be, and the same are, hereby adopted as and for the bylaws of the Corporation, and that a copy thereof be placed in the Minute Bool:r 4- of the Corporation, directly following the Articles of Incorporatio The Chairman then stated that it was in order to consider electing a Board of Directory— tj n.c. Upon nominations duly made, seconded and unanimously carried, the following persons were elected as Directors of the Corporation, to serve until the first meeting of shareholders and until their successors are elected and qualify: The issuance of the shares of the Corporation was then discussed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the Board of Directors be, and it hereby is, authorized in its discretion to issue the shares of the Corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and for such consideration as from time to time shall be determined by the Board of Directors, and as may be permitted by law. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. William S. McConnell Denise J. Richards Chairman of the Meeting Secretary of the Meeting —2— EFTA00310544  THE UNDERSIGNED, being all the Incorporators of the Corporation, acknowledge that they attended the foregoing meeting without protest of absence of notice and that the foregoing minutes accurately reflect the actions taken at that meeting. William S. McConnell Denise J. Richards Michelle Connor ATTEST: Denise J. Richards, Secretary —3— EFTA00310545  WAIVER OF NOTICE Or FIRST MEETING OF DIRECTORS MORT, INC. Mote-ILi Ac-- a .4.—.4. teg WE, the undersigned, being all of the Directors o1hetorporation, .-- 1— hereby agree 6) and consent that the first meeting of the Board of Directors of the Corporation be held on the date and at the time and place designated hereunder, and do hereby waive all notice whatsoever a meeting and of any adjournment or adjournments thereof. We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjoumments thereof as may be deemed advisable by the Directors present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice. PLACE OF MEETING: Offices of Dudley, Topper and Feuerzeig Law House 1000 Frederiksberg Gade St. Thomas, U.S. Virgin Islands DATE OF MEETING: April 12, 2011 TIME OF MEETING: 2:30 PM DATED: April 12, 2011 Ju l , Director , Director 9.4.1„." t.444.„ , Director EFTA00310546  ..0A,A, • , kbegr" 7 -1310 - 4-Ala co÷ nrivvt., es, MINUTES OF FIRST MEETING BOARD OF DIRECTORS c•-0-^rt- MORT, INC. ALAttitthigA Z oj The first meeting of the Board of Directors of e~Corporatior held on April 12, 2011, at the Law Offices of Dudley, Topper and Feuerzeig, LLP at 2:30 M., as set forth in the written Waiver of Notice, signed by all of the Directors, fixing such time and place and affixed to the minutes of this meeting. There were present the following: being all of the Directors of the Corporation and thereby constituting a quorum necessary to do business. The meeting was called to order by . It was moved, seconded and unanimously carried that act as Temporary Chairman and act as Temporary Secretary. The meeting then proceeded to the election of officers. After nominations were duly made and seconded, the following individuals were unanimously elected officers of the Corporation, to serve until the first annual meeting of the Board of Directors and until their successors are elected and qualify: PRESIDENT: 1-e SECRETARY: TREASURER: i ri fetti The President of the Corporation thereupon assumed the Chair, and the Secretary of the Corporation assumed the duties as Secretary of the meeting. —1— EFTA00310547  The Secretary presented to the meeting the following: I. Copy of Articles of Incorporation and receipt for payment of filing fees; 2. Copy of bylaws of the Corporation as adopted by the Incorporators; 3. Minutes of the First Meeting of Incorporators; 4. Resignations of Incorporators; Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that all formational, start-up and organizational actions taken and decisions reached by the Promoters of the Corporation prior to the first meeting of Incorporators be, and they hereby are, ratified and adopted by this Board of Directors; and it was further RESOLVED, that all actions taken and decisions reached at the first meeting of Incorporators be, and they hereby are, ratified and adopted by this Board of Directors; and it was further RESOLVED, that the resignations tendered by the Incorporators be and the same hereby are accepted by the Corporation. The Secretary submitted to the meeting a specimen of a proposed certificate to represent the shares of the Corporation. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the specimen form of certificate which has been presented to this meeting be, and the same hereby is, approved and adopted as the certificate to represent the shares of this Corporation; and it was further RESOLVED, that the specimen certificate so presented to the meeting be annexed to the minutes thereof. The banking arrangements of the Corporation were then discussed. After discussion, on motion duly made, seconded and carried, a proposed Sgcretarial Certificate to be furnished by the Secretary of the Corporation to was unanimously approved, EFTA00310548 and the resolutions set forth in such Secretarial Certificate were ordered annexed to the minutes of the meeting and deemed incorporated herein by reference. tt-ev-e—je V Ala. & 616 4 The Chairman then presented to the meeting a written offer addressed to the Corporation 0. by Jeffrey Epstein dated April 12, 2011, pertaining to the issuance of the shares of the Corporation and on which the offeror indicated his/her offer to purchase shares in the fp, Corporation. A discussion followed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the written offer pertaining to the issuance of shares of the Corporation made by Jeffrey Epstein be, and the same hereby is, in all respects, approved and accepted on behalf of the Corporation; and it was further RESOLVED, that the Corporation issue and deliver to Jeffrey Epstein, upon receipt of the consideration therefor, pursuant to the terms of the aforesaid offer, a certificate representing 1,000 shares of the Corporation, common stock at $0.01 par value; and it was further RESOLVED, that the shares so issued shall be fully paid and non- assessable and that the consideration for the issuance of such shares shall be ONE DOLLAR ($1.00) per share in lawful U.S. money; and it was further RESOLVED, that the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the transaction contemplated by the aforesaid offer and in connection with carrying the foregoing resolutions into effect. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. , Secretary -3- EFTA00310549 ATTEST: Board of Directors —4— EFTA00310550  April 12, 2011 MORT, INC. TO THE BOARD OF DIRECTORS: We hereby submit our irrevocable resignations as Incorporators of MORT, INC.; said resignations to take effect immediately. William S. McConnell Denise J. Richards Michelle Connor EFTA00310551  April 12, 2011 ul 0\4 *awes („k • gad 14.4 , - aaCcJetra- (.) (1 OO•O_1. TO: THE BOARD OF DIRECTORS The undersigned offers to purchase one thousand (1,000) shares of common stoc t the price of $1.00 per share. The signature of an authorized representative of the Corporation on the enclosed copy of this letter shall constitute an acceptance of my offer as of the date it is received by the undersigned. Very truly yours, Jeffrey Epstein THE AFORESAID OFFER IS HEREBY ACCEPTED. 7 £ By: aflat) President EFTA00310552  WAIVER OF NOTICE FIRST MEETING OF SHAREHOLDERS MORT, INC. . A 1 4e-At Criptot, 9456 ,- cdtAAThe undersigned, being the sole Shareholder o theSCorporatiochereby agrees and consents that the first meeting of Shareholders of the Corporation be held on the date and time and at the place designated hereunder, and does hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof. I do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by me as the sole Shareholder present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice. PLACE OF MEETING: Offices of Dudley, Topper and Feuerzeig, LLP Law House 1000 Frederiksberg Gade St. Thomas, U.S. Virgin Islands DATE OF MEETING: April 12, 2011 TIME OF MEETING: 3:00 PM DATED: April 12, 2011 Jeffrey Epstein Sole Shareholder EFTA00310553  (sti tcoecisca-fetztLC MINUTES OF FIRST MEETING SHAREHOLDERS MORT, INC. The first meeting of Shareholders of he alonaptinnifi14/Corporation was held on April 12 2011, at 3:00 at Dudley, Topper and Feuerzeig, LLP, as set forth in the written Waiver of Notice signed by the sole Shareholder, fixing such time and place, and prefixed to the minutes of this meeting. The meeting was called to order by the President , heretofore elected by the Board of Directors, and who as sole Shareholder, constituted a quorum necessary to do business. consented to act as meeting secretary. There were presented to the meeting the following; . 43 Copy of Articles of Incorporatiocand receipt for payment of filing fees. 2. Copy of Bylaws of the Corporation, duly adopted by the Incorporators and approved by the Board of Directors. 3. Minutes of the First Meeting of Incorporators. 4. *nuttierSselvirleadzsgaef Directors. "- tiOdStar 5. Corporate certificate book. 6. Corporate certificate ledger. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the items listed above have been examined by the sole Shareholder and are approved and adopted, and that all acts taken and decisions reached as set forth in such documents be, and they hereby are, ratified and approved by the sole Shareholder of the Corporation. The Secretary noted that since the date of the first meeting of the Board of Directors an election had been made to be treated as a Subchapter S Corporation. The Secretary then resented to the meeting the U.S. Internal Revenue Service Form No. 2553 as filed by the EFTA00310554 Corporation with the U.S. Virgin Islands Bureau of Internal Revenue and dated 2011. The Chairman noted that the completed form bears the consent of Jeffrey Epstein as the sole Shareholder of the Corporation to the election by the Corporation to be treated as a Subchapter S Corporation for the Corporation's first taxable year ending December 31, 2011 and thereafter and thereby qualifies the Corporation for the benefits granted to a Sub Chapter S Corporation pursuant to Sections 1361-1363 of the U.S. Internal Revenue Code ("Code"), as amended. Upon motion duly made, seconded and approved, it was RESOLVED, that the sole Shareholder of Mort, Inc., consents to the election of the Corporation to be treated as a Subchapter S Corporation under the laws of the United States and the U.S. Virgin Islands, and hereby approved, ratifies and adopts the election dated 2011, for such purposes on U.S. Internal Revenue Service Form No. 2553. The Chairman noted that it was in order to consider electing a Board of Directors for the ensuing year. Upon motion duly made, secondedl and unanimously carried, it was RESOLVED, that e Directors elected at the first meeting of Incorporators e elected members of the Board of Directors, to serve until the annual meeting of shareholders and until their successors are duly elected and qualify. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. , Secretary ATTEST: President and Sole Shareholder EFTA00310555  BYLAWS OF MORT, INC. ARTICLE I - OFFICES The principal office of the Corporation in the U.S. Virgin Islands is as designated in the Articles of Incorporation as such location may be changed from time to time at the discretion of the Board of Directors. The Corporation may also maintain an additional office or offices at such other places within or without the Virgin Islands as the Board of Directors may, from time to time, designate. ARTICLE II - MEETING OF SHAREHOLDERS Section 1 -- Annual Meetings: The annual meeting of the shareholders of the Corporation shall be held each year on the second Tuesday in June, or on such other date as shall be specified in the notice or executed waiver of notice and agreed to by the shareholders, for the purpose of electing directors and transacting such other business as may properly come before the meeting. Section 2 -- Special Meetings: Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of a majority of the shares then outstanding and entitled to vote, or as otherwise required under the provisions of Title 13 of the Virgin Islands Code as it may be from time to time amended. Section 3 -- Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. EFTA00310556 Section 4 -- Notice of Meetings: (a) Except as otherwise provided by statute, ten notice of each meeting of shareholders, whether annual or special, stating the time when place where it is to be held, shall be served either personally or by mail, not less than ten (10 r more than fifty (50) days before the meeting, upon each shareholder of record entitled to vote at such meeting, or the shareholder's designated agent, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the applicable provisions of the Virgin Islands Code, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the shareholders' agent and/or to some other address, in which case, it shall be mailed to the person and address designated in such request. (b) Notice may be provided by email if a shareholder has provided his email address to the Secretary for such purpose. (c) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. Section 5 -- Ouorum: (a) Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code, or in the Articles of Incorporation (such Articles and any amendments thereof being herein collectively referred to as the "Articles"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of any number of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. (b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present. EFTA00310557 Section 6 -- Voting: (a) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Articles, any corporate action to be taken by vote of the shareholders shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by applicable provisions of the Virgin Islands Code or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or his attorney in fact thereunto duly authorized in writing. No proxy shall be valid after expiration of eleven (11) months from the date of its execution, unless the person executing same directs in said proxy that it shall continue in force for a longer period of time. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. (d) Shares registered in the name of another corporation, if entitled to be voted, may be voted by the president, a vice president or a proxy appointed by the president or a vice president of such other corporation, unless some other person has been appointed to vote such shares pursuant to a by-law or a resolution of the board of directors of such other corporation, in which case such person may vote such shares. Any fiduciary may vote shares registered in the name as such fiduciary, either in person or by proxy. (e) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders of such resolution so signed and shall be inserted in the Minute Book of the Corporation under its proper date. ‘ -ece V I 6-fic _ OA, •6 ARTICLE III - BOARD OF DIRECTORS Section 1 -- Number. Qualification. Election and Term of office: (a) The number of Directors of the Corporation shall be three (3) unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall in no event be less than three (3) unless and until such time as Virgin Islands law shall allow. (b) Except as may otherwise be provided herein or in the Articles, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election. ,--O -3- EFTA00310558 (c) Each Director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. Section 2 -- Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles or by applicable provisions of the Virgin Islands Code expressly conferred upon or reserved to the shareholders. Section 3 -- Annual and Regular Meetings; Notices: (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. (c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each