EFTA01472313.pdf

EFTA01472313 EFTA01472314 EFTA01472315 EFTA01472316 ARTICLES OF INCORPORATION OF GRATITUDE AMERICA, LTD. We, the iindecsigaed, do hereby incorporate ourselres under Chapter 3, Tide 13, of the Virgin Islands Code, relating to non-profit corporations, and hereby adopt the following Articles of Incorpotadon. ARTICLE I NAME The name of said corporadon shall be Gradtude America, Ltd., hereinafter called die Corporadon. ARTICLE II PRINCIPAL OFFICE AND RESIDENT AGENT The principal place of business of the Corporadon shall be: Physical Address: 9100 Havensig^t, Pott of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802. Mailing Address: 9100 Havensight, Port of Sale, Suite 15-16, Sl Thomas, U.ScVir"" Islands 00802. g tD I -xj P ^ ^ ra The resident agent shall be Business Basics VI, LLC, whose mailiog a"esros Havensight, Port of Sale, Suite 15-16, St Thomas, U.S. Virgin Islands 0080!2 wfiose} physical address is 9100 Havensight, Pott of Sale, Suite 15-16, St TliomS, Islands 00802. cn 2} o ARTICLE III OBTECT. PURPOSES AND POWERS 0 C? rn -H CO ro Secdon 1: more of the purposes specified in Secdon 501(c)(3) of the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virg^ Islands (the "Code") including, but not limited to the following: A. To support the expression of gratitude for the ideals of America. B. To carry out any other activities in the U.S. Virgin Islands that may lawfully be carded out by a U.S. Vitgm Islands non-profit corporadon incorporated under Chapter 3, Title 13 of the Virgin Islands Code. The Corporadon is or^nized and operated exclusively for one or EFTA01472317 The Corporadon shall not carry on any activities not permitted to be carried on by a corporadon exempt from federal taxation under Secdon 501(c)- (3) of the Code. Secdon 2: No part of the net earnings of the Coiporation shall inure to the Section 3; benefit of or be distributable to its members, directors or trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Coiporarion. No subsuntial part of the activities of the coiporatinn shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not paitidpate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a coiporation exempt &om Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contribution which arc deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code.) Section 4: In accordance with Section 508(e) of the Internal Revenue Code, k is the intention that the Cotporadon should be exempt &om taxation under section 501(a). In furtherance of such intent; die Cxttporarioa shall ^ required to distribute all income for each taxable year to be distributed in such a marmer as to not subject the Corporation to tax under the provisions of Section 4942 of the Intemal Revenue Code. In addition, the Corporation is prohibited firom engaging in any act of self-dealing (as defined in Section 4941 (d" of the Intemal Revenue Code), fiom retaining any excess business holdings (as defined in Section 4943 (c) of the Internal Revenue Code), firom making any investments in such manner as to subject the foundation to tax under Section 4944 of the Internal Revenue Code, and fiom making any taxable expenditures (as defined in section 4945 (<0 of the EFTA01472318 Internal Revenue Code). o t=:S Section 5; Upon the dissolution of the Corporation, its assets re"aini" aSef payment, or provision for payment of all debts and liabilities of the Corpor"bn, Sail W f' distributed for one or more exempt purposes within the meaning of Section 30"c)(2D"f o Code (or corresponding section of any "ture Federal tax code) or shall be distrfAited to federal gpvemment, or to a state or local government, for a public pu"ost"Sud" ^ distribution shall be made in accordance with all applicable provisions of the lau'"f t"U.SB Virgin Islands. "" 03 ro Section 6: However, if the named recipient is not then in Kcistcnce or no longer a qualified distributee, or unwiUing or unable to accept the distribution, then the assets of this corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code, (or corresponding section of any future Federal tax code.) ARTICLE IV DURATION The Corporation shall commence upon filing of these Articles. The duration of the Coiporation shall be perpetual. ARTICLE V 2 INCORPORATORS The mme$ and addresses of the persons fonning the Coipotadon ace as follows: 2-1 IB St. Joseph & Rosendahl, St Thomas, USVl 31-B Estate Peterboig, St Thomas, USVI 6EF Estate Hull, St. Thomas USVl Brett Geary Gr" Ferguson Nicole Millet ARTICLE VI MANAGEMENT The management of the Corporation shall be vested in a Board of Directors and its officers. The membership of the B<md of Directors shall be as established by the By-Laws, but shall not be fewer than three (3) directors. The Incorporators shall appoint die first members of the Board of Elircctors, who are as follows; EFTA01472319 President Jeffrey E. Epstein Treasurer Darren Indyke Secretary Erika A. Kellerhals The first Board of Directors shall serve for terms of one (1) year. The By"s sf3U the terms of and requirements for Directors thereafter. ^ • Cv t Officers shall serve for terms of one (1) year. The following officers shall" officers of the Corporation; President Jeffrey E. Epstein; Treasurer £>arren Indj4fr, Sa"ta" F.fika A. Kellerhals. , ARTICLE VII MEMBERS The membership of the Corporation shall consist of persons who indicate an interest in the object and purposes of the Corporation. The Board of Directors will set requirements for membership in the Bylaws, including any dues. ARTICLE VIII by-laws Before transacting any business or acquiring any property, By-Laws shall be adopted by unanimous consent of the Board of Directors of the Corporation. The By- Laws may be altered or amended at any annual meeting or at any duly called meeting for that purpose, provided the notice of the meeting shall set forth the purpose and the proposed amendment to the By-Laws. ARTICLE IX Section 1: The President, who shall also serve as Chairman of the Board of Directors, shall administer the day-to-day affairs of the Corporation. 3 Section 2; Following the annual General Meeting of the Board of Directors, the Chairman may appoint temporary Committees as may be required property to conduct the business of the Corporation. ARTICLE X AMENDMENT OF ARTICLES These Articles may be amended by a two-thirds vote of the members comprising the membership. ARTICLE XI FIRST ANNUAL MEETING EFTA01472320 The first annual meeting of the membership of the Corporation shall take place at such other time and place, as the Chairman shall determine. The Chairman shall notify all members of the time, date and place of this meeting. ARTICLE XII INDEBTEDNESS The Corporation may borrow money and apply for and accept credit to accomplish the objects and purposes of the Corporation. Subject to resolution or wiittea instrument of consent of the Corporation's Directors, the highest amount of indebtedness to which the Corporation shall be at any time subjected shall be Two Hundred and Fi% Thousand Dollars ($250,000.00). ARTICLE Xm INDEMNIFICATION 0 0 f— Any person made a party to any action, suit, or proceeding, by reason of tS fai"jhaC" he or she is or was an officer, director, or employee of the Corporation, shall be T by the Corporation against the reasonable expenses, including attorneys' fees, a"ralty"ndf- m necessarily incurred by him in connection with the defense of such actio§ suty. ot" proceedings, or in connection with any appeal therein, except in relation to ma"ts ^ to Z! o which it shall be adjudged in such action, suit, or proceeding, or in connecrioi"'itliby appeal therein that such officer, director, or employee is liable for willful misconc"t i""e performance of his duties. The foregoing tight of indemnification shall not be defitJed exchistve of any other tights to which any officer, director, or employee may be entitled apart from the provisions of this Article, 4 IN WrrNESS WHEREOF, we have affixed our names this 1st day of April, 2012 as the Incoiporatots. 4 Brett Gea" Incorp<Stor a Gt" Ferguson, Ini irator Nicole Miller, Incorporator o EFTA01472321 ACKNOWLEDGEMENT -o 50 0 o xn 0 TERRITORY OF THE U.S. \1RGIN ISUVNDS DISTRICT OF ST. THOMAS/ST. JOHN 0 50 ro cT» 1-"1" s r? ^ On this the i day of April, 2012, before me personally came and appeared BrelY"Gc 1aTy, ^ Greg Ferguson, and Nicole Miller, to me known and known to me to be the inmvidi" rn named in and who executed die forgoing Articles of Incorporation and acknowledged to me that they executed the same for the purposes therein contained, r0 IN WITNESS WHEREOF, I have hereunto set my hand and official seaL 4 Notary Public My Commission Expire: EtlkaA Kelteitials NOTARY PUBLIC LNP 013-10 Commission Expires 05/02/2014 Territoiy of the U.S. Virgin Islands 5 EFTA01472322