EFTA01265913.pdf

THE WM) StiatS Wata WPCS
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 Kongens Code 1105 King Street
Chan:Oe Pinola Wgin Maxis 00802 CMslonsted, Wgin Wongs 63820
Phone • 340.776.8515 Phone - 340.773.6449
Fax - 340776.4612 Fox - 340.773.0330
July 9, 2018
CERTIFICATION OF GOOD STANDING
This Is to certify that the corporation known as SOUTHERN COUNTRY
INTERNATIONAL LTD. Formerly: FINANCIAL STRATEGY GROUP LTD. filed
Articles of Incorporation In the Office of the Lieutenant Governor on APRIL
4, 2014 that a Certificate of Incorporation was issued by Lieutenant
Governor on SEPTEMBER 10, 2014 authorizing the said corporation to
conduct business in the Virgin Islands and the corporation is considered to
be in good standing,
Denise Jo annes
Director, Division of Corporations
and Trademarks
Oil AMM
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ARTICLES OF INCORPORATION
OF FILE
COPY
FINANCIAL STRATEGY GROUP, LTD.
Vee, rhe undersigned, for the purposes of associating to establish a corporation for the transaction of the
business and the promotion anti conduct of the objects and purposes hereinafter stated, under the proviaions
and subµct to the requirements of the laws of the Virgin Islands of the United Stares (hereinafter called the
"Virgin Islands"), and particularly the General Corporation law of the Virgin Islands (Chapter I, Title I3, Virgin
Islands Gook), as the same may be amended from tame to tine, do make and file these Articles of Incorporation
in writing and do certify:
ARTICLE I
"the name of the Corporation (hereinafter referred to as the "Corporation") is FINANCIAL STRATEGY
GROUP, LTD.
ARTICLE II
'the principal office of the Corporation in the Virgin islands is located at 9100 Port of Sale Mall, Suite 15, St.
Thomas, U.S. N'irgin Islands 00802, and the name of the resident agent of the f orporation, is Ittupiness 13asics
!LC, whose physical and mailing address t. 9100 Port of Sale Mall, Suite IS, Sr. 'Thomas, cf.& Virgin Islands
00802.
ARTICLE III
Without limiting in any manner the scope and generaliry of the allowable functtons of the7Critporation, and
subject to the provisions of Title 9, chapter 25 of the Virgin Islands Code, it is .herein provided that the
Corporation shall have the following purposes, objects and powers:
(1) 'lb engage in any lawful business in the United States Virgin Islands, including the operation of an
international banking entity in accordance with Title 9, chapter 25.
(2) To enter into and arty nut any contracts for or in relation to the foregoing business with any person. Finn,
association, corporation. government or governmental agency.
(3) To conduct its business in the United States Virgin Islands and to have offices within the United States
Virgin Islands.
(4) To borrow or nose money ro any amount permitted by law by the sale or issuance of obligations of any kind.
to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing br
mortgages or other liens upon any and all of the property of every kind of the Corporation.
(5) To do all and everything necasary, suitable and proper for the accomplishment of any of the purposes of
the attainment of any of the objects or the exercise of any of the powers herein set forth, either alone or in
connection with other firms, individuals, associations or corporations in the Virgin Islands and elsewhere in the
Cruted States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing
out of or connecttxl with the said business, purposes, objects and powers of any part theta)f not inconsistent
with the laws of the Virgin Islands, and to exercise any and alt powers now or hereafter conferred by law on
business corporations whether expressly enumerated herein or not.
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The purposes. objects and powers specified in this Article shall not be limited or restricted by reference to the
terms of any other subdivision or of any other article of these Articles of Incorporation.
ARTICLE IV
The total number of shares of all classes of stock that the Corporation is autlionzed to issue is One Million
( I,000,000) shares of common stock at 5.5.00 par value; no preferred stock authorized.
the minimum amount of capital with which the Corporation will commence business is Five J lundred
Thousand Dollars (5500,000.00).
ARTIcLE.y.
the
names and places of residence of each of the persons forming the Corporation arc as follows
NAME RESIDENCE
Erika A. Kcllcrhals
Brett A. Geary
Nicole Miller
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
For the management of the business and for the conduct of the affairs of the Corporation, and in further
creation, definition, limitation and regulation of the pOWC.IS of the Corporation and of its direcrori an'sf;
stockholders, it is further provided:
The number of directors of the Corporation shall be fixed by, or in the manner provided in, the
by-laws, but in no case shall the number be Fewer than three (3) unless the Corporation has fewer
than three shareholders. In this case the number of directors may be equal to the number of
shareholders. The directors need not be stockholders.
(2) In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands,
and subject at all times to the provisions thereof, the Board of Directors is expressly authorized
and empowered:
(a) To make, adopt and amend the bylaws of the Corporation, subject to the powers of the
stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors.
'co
(b) authorize and issue obligations of the Corporation, secured and unsecured, to include
therein such provisions as to redeemabiliry, convertibility or otherwise, as the Board of
may determine, and to
Directors in its sole discretion authorize the mortgaging or
pledging of, and co authorize and cause to he executed mortgages and liens upon any
property of the Corporation, real or personal, including after acquired property.
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(c) To determine whether stir and, if am, what part of the net profits of the Corporation or
of its net assets in excess of its capital shall be declared in dividends and paid (0 the
stockholders, and ro direct and determine the use and disposition thereof.
(L) In set apart a reserve or reserves, and to abolish such reserve or reserves, or to make
such other provisions, if any, as the Board of Directors may deem necessary or advisable
for working capital, for additions, impmeements and betterments to plant and
equipment, for expansion of the business of the Corporation (including the acquisition of
teal and personal property for this purpose) and fur any other purpose of the
Corporarion.
To establish bonus, profit sharing, pension, thrift and other types of incentive,
(e)
compensation or retirement plans for the officers and empknees (including officers and
employees who arc also directors) of the Corporation, and to fix the amount of profits to
be distributed or shared or contributed and the amounts of the Corporation's hinds or
otherwise to he devoted thereto, and to determine the persons to participate in any such
plans and the amounts of their respective participations.
(0 To issue or grant options for the purchase of shares of stock of the Corporation to
officers and employees (including officers and employees who are also directors) of the
Corporation and on such terms and conditions as the Board of Directors may from time
to time determine.
To enter into contracts for the management of the business of the Corporation for4OMIS
not exceeding five (5) years.
(h) Tti exercise all the powers of the Corporation, except such as arc conferred by law,- k by:-
these Articles of Incorporation or by the bylaws of the Corporation -upon—the
stockholders.
•-•
(I) To issue such classes of stock and series within any class of stack with such-.4-sdue-end
voting powers and with such designations, preferences and relative, participating, opikinal
or other special rights, and qualifications, limitations or restrictions thereof as is stated in
the resolution or resolutions providing for the issue of such stuck adopted by the Bond
of Directors and duly filed with the office of the I.e. Governor of the Virgin Islands in
accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be
amended from lime to time.
ARTICLE VIII
No stockholder shall pledge as collateral for indebtedness any shares of stock without fint obtaining the written
consent of a majority of the disinterested members of the Board of 13irectors of the Corporation.
ARTICLE IX
At all elections of directors, each stockholder shall be entitkd to as many votes as shall equal the number of
votes that (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the
ekction of directors with respect to his or her shares of stock multiplied by the number of directors to br
elected. 'The stockholder may cast all votes for a single director or distribute them among any two or more of
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them as he or she mar sec fit. At least ten (1(I) days notice shall be given, however the shareholders arc entitle to
waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholders may be
dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting
were held, shall consent in writing to such corporate action being taken.
ARTICLE X
Subject to the provisions of Section 71, Title 13, Virgin Islands Code, the Corporation may enter into contracts
in otherwise transact business with one or more of its directors or officers, or with any firm or association of
which one or more of its directors or officers are members or employees, or with any other corporation or
association of which one or more of its directors or officers are stockholders, directors, officers, or employees,
and no such contract or transaction sloth be invalidated or in any way affected by the fact that such director or
directors or officer or officers have or may have interests therein that arc or might be adverse to the interests of
the Corporation even though the vote of the director or directors having such adverse interest is necessary to
obligate the Corporation on such contract or transaction, provided that in any such case the fact of such interest
shall be disclosed or known to the directors or stockholders acting on or in reference to such contact or
transaction. No director or directors or officer or officers having such disclosed or known adverse interest shall
be liable to the Corporation or to any stockholder or creditor thereof or to any other person for any loss
incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors or
officer or officers be accountable fox any gams of profits realized thereon. The provisions of this Article shall
not be construed to invalidate or in any way affect any contract or transaction that would otherwise be valid
under law.
ARTICLE XI
(a) 'Ilse Corporation shall indemnify any person who was or is a party or is threatened to be made a ply
to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative. or investigative (other than an action by or in the right of the Corporation) by reason oc::'
the fact that he or she is or was a director, officer, employee, or agent of the Corporation, oils or was
serving at the request of the Corporation as a director, officer, employee, or agent, of ann5ber
corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably incurru&•by him or her'
in connection with such action, suit, or proceeding if: • ,
(1) he or she acted
(A) in good faith and
(B) in a manner reasonably believed to be in or not opposed to the
best interests of the Corpotation; and
(2) with respect to any criminal action or proceeding, he or she bad no
reasonable cause to believe his or her conduct was unlawful
termination of any action, sun, or proceeding by judgment order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unhand
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Os) Any indemnification under subparagraph (a) (unless ordered by a court) shall be nude by the
Corporation only as authorized in the specific case upon a determination that he or she had met the
applicable standard of conduct set forth in subparagraph (a). Such determination shall be made:
(1) by the hoard of directors by a majority site of a quorum consisting of directors who were not
parties to such action, suit, or proceeding; or
(2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent kgal counsel in a written opinion; or
(3) by the stockholders.
(c) Rxpenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the
f:orponnion in advance of the final disposition of such action, suit, or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or
she is entitled to be indemnified by the Corporation as authorized in this article.
(d) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.
(c) The Corporation shall have power to purchase and maintain insurance on behalf of ant' psliision who ts
or was a director, officer, employee, or agent of the Corporation, or is or was serving at di request of
the Corporation as A director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him or her and incurred by hint
or her in any such capacity, or arising out of his or her status as such, whether or not the Ckirporation
would have the power to indemnify him or her against such liabibry under the provisions of this
Article.
ARTICLE XII
The Corporation resents the tight to amend, alter or repeal any of the provisions of these Articles of
Ineorporntitm and to add or insert other provisions authorized by the laws of the \'irgin Islands in the manner
and at the time prescnbed by said laws, and till rights at any time conferred upon the hoard of Directors and the
stockholders by these Articles of Incorporation arc granted subject to the provisions of this Article.
S
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wriNuss vniv.avnr, we
IN hare ketterse boliscribcd rrur 112111Ct• rhn Srd tla of .\ pril, 21)14.
-
Katehds, Inai raten.
Nirim-11 Gary. rotor
Nicole Miller, Inca:pompt
rsLANos )
TERRITORY OF THI t STATES YIRCTIN
!Mala OF St THOMAS AND ST. JOHN
Tbc Foregoing instrument was acknowledged before mc ibis :ird dec of A pril, 2014, by Erika A. Kellerbals. Breit
.1. Geram and Nicole Aller.
RINA MARIE BRYAN
NOTART PUBLIC NP-76.43
COMMIRRONEEPIRES ~07
ST. TROMAS/ST. JOON, US%1
6
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FORM - RACA12
IND thilth SIMS View SWIM
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION Of CORPORATIONS AND TRADEMARKS
tiji FILE Copy
RESIDENT AGENT FORM
CONSENT OF AGENT FOR SERVICE OF PROCESS
Business Basics VI, LLC
This writing witnesseth that I. the undersigned
Financial Strategy Group, Ltd.
having been designated by
as resident agent of said company. upon whom service of weans may be mode In at suits
arising against sod company In the Courts of the UNIed Stoles Virgin blonds, do hereby consent
to act os such agent and that service of process may be mode upon me in acCordonCe with
Rile )3, \Coven Islands Code.
. 3rd
IN wITNESS WHEREOF. I have hereunto sel my signature the day er
April 2014
Watt WOO MOM DI WARM MSS DO IANII 01110 OS I KAI AU 110110010 Ceara. PO INS APILICAII091 IY Aar
ACCOAPASTAC DOC101001, A• MI AND C0900. VS FRI 11141 ALL is WPCS' Y 101•010
AND MAI AR IMJII 09 90010401( AMON NY 0909/09 MAT It Jog ems Of
NATURE OF R CENT AGM?
DAYTIMEs Aci N e _
9100 Port o Sale Mall, Ste 15, St. Thomas, VI 00802
mAILINg ADDREZ
9100 Port of Sale Mall, Ste 15, St. Thomas, VI 00802
PHYSICAL ADDRESS
info@businessbasicsvi.com
Ewa
ADDRESS
NOTARY ACKNOWLEDGE/1FM
Ain il 14
ird
Subscribed old sworn to before me INs day al
ST. Thomas
Rnrr A. Geary
Pay Nile(
M. nail S. a 1.15V1 -kt)1 2 I
My CollisioamioE vils 0909•0•121, iIS My COMMitilal
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AMENDMENT
TO THE
ARTICLES OF INCORPORATION
FILL':
OF
FINANCIAL STRATEGY GROUP, LTD.
We, the undersigned, do hereby adopt the following amendments to the Articles of Incorporation of Financial
Strategy Group, Ltd.:
Article I shall be deleted in its entirety and amended to read as follows:
ARTICLE I
The name of the Corporation (hereinafter referred to as the "Corporation, is SOUTHERN COUNTRY
INTBRNAT7ONAL, LTD.
*444
Article TV shall be deleted in its entirety and amended to read as follows:
ARTICLE W
tV
The total number of shares of ill classes of stock that the Coq:motion is audios:tied tellAlt is One Hundred
Thousand (100,000) shares of common stock at $5.00 par value and One Hundred Thousand (100,000) shares of
preferred stock at $1.00 par value with an 8V. coupon.
The miniznuto amount of capital with which the Corporation will commence business is One Hundred
Thousand Dollars ($100,000).
(signature page follows]
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lti WI'l EOF, we have our names this S day of March, 2015.
Jeffrey FI Epstein, Pr
Richard Kahn, Treasurer
TERRITORY OF THE UNITED STATES VIRGIN ISLANDS )
DISTRICT OF ST. THOMAS AND ST. JOHN
The foregoing inatrument was acknowledged before me this 15aiday of March, 2015, by Jellfreyi.
STATE OF
COUNTY OF NEW YORK
in
The foregoing instrument was ackoowkdged before mc this IS day of March, 2015, by Darren K. Indyke and
Richard Kahn.
MAIRt AVDIi
ROSARY PUBLIC-11A71 OF MfW YORK
Mo. OMYÖKIZTIO
eloalesd ti Inctinond County
Sy Conotsdoe Ixpou Oelobot IF. EMI
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GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
-o-
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
I I
To Whom These Presents Shall Come:
I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that
FINANCIAL STRATEGY GROUP, LTD-
a Virgin lalaruils corporation, filed in the Office of the Lieutenant Governor on March
25. 2015 as provided for by law, Certificate of Amendment Articles of
Incorporation, duly acknowledged; changing its name to
SOUTHERN COUNTRY INTERNATIONAL LID.
WHEREFORE the said Amendment is hereby declared to have been duly recorded in
this office on the aforesaid and to be in full force and effect from that date.
Witness my hand and the seal of the
Government of the United States Virgin
Islands, at Charlotte Amalie, this 13th day of
May, A.D. 2015.
OSBERT E. POTTER
Lieutenant Governor of the Virgin Islands
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GOVERNIAENT OF
TIE VING/N ISLANDS OF THE UNIT!D !MATES
— I —
CHARLOTTE AMALIE, ST. THOMAS
C
ilia All Ca lithassz Ant crumb aliptll Cam= 1
1, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that
FINANCIAL STRATEGY GROUP. LTD,
of the Virgin Islands filed in my office on March 25, 2015 as provided for by law,
Amended Articles of Incorporation, duly acimowledged; and that a duplicate
original thereof has been filed in the Office of the Clerk of the District Court of the
Virgin Islands;
WHEREFORE the said Amended Articles are hereby declared to have been duly
recorded in this Office on the date aforesaid, and to be in full force and effect from
that date.
Witness my hand and Seal of the Government
of the Virgin Islands of the United States, at
Charlotte Amalie, St. Thomas, this 13th day
of May 2015.
OSBERT E. POTTER
Lieutenant Governor for the Virgin Islands
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BYLAWS
OF
FINANCIAL STRATEGY GROUP, LTD.
ARTICLE I - OFFICES
The principal office of FINANCIAL STRATEGY GROUP, LW. ("PSG') in the US. Virgin Islands 'hall
be located and maintained In Sc. Thomas, U.S. Virgin Islands, as designated it the Articles of Incorporation or s t such
location in the U.S. Viten Island, as may be changed from time to time at the discretion of the Board of Directors.
FSG may also maintain an additional office or offices at such other places within the US. Yalta Islands as the Board
of Directs= may, from dine to time, designate.
ART7fILF II - MEFTIKG OF IlikREHOLTWRS
lesfioatnannualleirsfinet
The annual meeting of the shareholders of FSG shall be held each year as shall be specified a the notice
thereof or executed waiver of notice thereof weed to by the shareholders, for the purpose of electing directors and
transacting such other business as may peopecly come before the meeting. A complete list of all shareholders entitled
to vote at annual shareholders meetings shall be prepared by the Secretary and made available for inspection at said
meetings.
Section 2 - Spesialittessfam
Special meetings of the shareholders may be called at any time by the Hoard of Directors or by the Preeidene,
and shall be colltd by the President or the Secretary at the written request of the holden of s majority of the shares
then outstmeling and entitled to vote thereat, or as otherwise :rquircd under the provisions of Tide 13 of the Virgin
Islands Code, Sections 1-453, as they rmy be from time m time amended.
Seeactai=rIlessafxstanset
Al) meetings of shareholders shall be held in the U.S. Vitgin Islands at the principal office of FSG, oe at such
other places as shall be designated in the notices of such meetings oc waivers of notice of such meetings and may be
held telephonically.
of Mr►t
(a) Except as otherwise provided by Status, written notice of each meeting of shareholder, whether annual
or special, stating the time when and place where it is to be held, shall be served either personally or by mad,
not less than ten (10) not more than fifty (S0) 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 kw. Notice of s special meeting shall also state the purpose or
purposes for which the meeting is called, and shall intricate that it is being issued by, or at the direction of, the
person or person* tailing the meeting. g 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 Viqgin Islands
Code, the notice of such meeting ►hall include a statement of that purse and to that effect If mailed, such
notice shall be directed to each such shareholder at the shareholder's address, se it appears on the moat* of
the shay hoiden of FSG, wallas he or she shall have previously filed with the Secretary of FSG a writ=
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request that notices intended for the shareholder be mailed to the shareholders' agent and/or tome other
address, in which use, it shall be nailed to the person and &ideas designated in such request
(b) Notice of any meeting need not be grant to any person who may become a slum/trader of record after the
milling of such notice and prior to the meeting nor to any shareholder who attends such meeting in person or by
proxy, nor to any shareholder who, in person or by proxy, submits s 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.
(c) Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with
any corporate action, by any section of this Article, the meeting and vote of stockholders may be dispensed with,
if all of the stockholders who would have been melded to vote upon the action if suds meeting were hdd, shall
consent in wilting to such corporate anion being taken.
(d) VT/henna any notice whatsoever is required to be given under the provisions of this Article, or under the
provisions of the Articles of Incorporation of PSG (such Articles of Inceaporation and any amendments thereof
being herein collectively referred to as the "Artie/es"), swayer thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated in said notice, shall be deemed equivalent thereto.
Fiection 5 - Quorum:
Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code, or in the
Articles, at all meetings of shareholders of FSG, the presence at the commencement of such meetings in pason or by
pray of any number of shareholders holding of record a majority of the tout number of shares of FSG dun issued
and outstanding and entided to vote shall be necessary and suffident to constitute a quorum fns the transaction of any
business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the
existence of ■ quorum, after a quorum has been established at such meeting.
version 6 — Voting:.
(a) Except as otherwise provided by applicable provision of the Virgin Wands Code or by the Articles, any
corporate action to be taken by vote of the shareholders shall be authorized by s majority of votes east at a
meeting of shareholders by the holden of shares entitled to vote thereon.
(b) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Articles, at
each meeting of shareholders, each holder of record of stock of FSG entitled to vote thereat shall be entitled
to one vote for each shut of stock registered in his or her name on the books of FSG.
(c) Each dureholder entitled to vote or to express consent or dissent without a meeting, may do so by
proxy; provided, however, that the instrument authorising such proxy to act shall have been esecuted in
writing by the shareholder or the shareholder's attorney in fact thereunto duly authorized in writing. No
proxy shall be valid after expiration of eleven I) months from the date of its execution, unless the person
aerating fame directs in said proxy that it shall continue in force foes longer period of time. Such
instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of FSG.
(d) Shares registered in the name of another corporation, if entitled to be voted, may be voted by the
President or a proxy appointed by the 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 sham Any fiduciary may vote shares registered
in the came of such corporation es such fiduciary, either in person or by proxy.
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(e) Any resolution in writing, signed by all the shareholders entitled to vote thereon, shall be sad 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 s duly called meeting of shiabolden of such resolution so signed and
shill be inserted in the Minute Book of FSG under its proper date.
ARTICLE III - BOARD OF DIRPCTORe
gettion — Number. On:Etienne:4 Election and Term ofDtketa
(a) The number of Directors of PSG 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 las than three (3).
(b) Except as may otherwise be provided herein or in the Articles, the members of the Board of Directors of
FSG, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of
shareholders, by the holden of shares, present in person or by peony, entitled to vote in the election.
(c) Each Director shall hold office until the annual meeting of the shareholders next succeeding his or her
election, and until his or her successor is elected and qualified, or until his or her prior death, resignation or
rcmovaL
Section 2 — Duties and Porn;
The Board of Directors shall be responsible for die control and onnaganent of the affairs, property and
interests of FSG, and may exacise all powers of FSG, acept as are in the Articles or by applicable provisions of the
Virgin islands Code expressly conferred upon or reserved to the shareholders
Seetin 3 — A In . itiamilegoiailectPapskipticsa:
(a) A regular annual meeting of the Board of Directors shall be held immediately following the anneal
meeting of the shareholders. at a place of such annual meeting of shareholdas.
(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 Director who
shall not have been present at the meeting at which such action was taken within the time limit, and in the
manner act forth in paragraph (b), Section 4 of this Article lit, with respect to the special meetings, unless
such notice shall be waived in the manna set forth in paragraph (c) of such Section 4.
kaion 4— Special Mee dngr Isioirrre
(a) Special meetings of the Board of Directors shall be called by the President or by one of the Directors, it
such tine and place as may be specified in the respective notices or waivers of notice thereof
(b) Except as otherwise required by the applicable provisior.s of the Virgin Isbuids Code, notice of spedol
meetings shall be mailed directly to each Director, addressed to the Director at his or ha residence or usual
place of business, at last three (3) days before the day on ranch the meeting is to be held, or shall be sent to
the Director at such place by ficaimile or email, or shall be delivered to him or ha pt nandly or given to bins
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or her orally, not later than twenty-four (24) hours before the time at which the meeting is to be held. A
notice, or waiver of notice, except as required by Sectioo ft of this Article III, need not specify the purpose of
the meeting.
(o) Notice of any special meeting shall not be required to be given to any Director who aliall attend me
meeting without protesting the lack of notice to the Director rim thereto of at its commencement, or who
submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be eve
(d) Unleu otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors, or of my committee thereof, may be taken without a meeting if all
members of the Board or committee, as the cane may be, consent thereto in writing, and the writing or
writings see filed with the minutes of proceedings of the Board, or committee.
krainaE-S,Imituan:
At all meetings of the Board of Directots, the Chair:nun of the Board, if any and if present, shall preside. If
there shall be no Chaimon, or if the Chairman shall be absent, then the President shall preside, and in the President's
absence, a Chairman chosen by the Directors shall preside.
Section 6 — Quorum and Adjournments:
(a) At all meetings of the Board of Directors the presence of a majority of the entire Board dun be necessary
and sufficient to constitute • quorum for the transaction of business, except as otherwise provided by law, by
the Articles, or by these Bylaws.
(b) A majority of the Direct= present at the time and place of any regular or special meting, although less
than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present
Section 7 — Manner of Acting;
(a) At all meetings of the Board of Directors, each Director present shall have one vote, irrespective of the
number of shares of if any, which the Director may hold.
(b) Except as otherwise provided by applicable provisions of the Virgin Wends Code, by the Articles, oc by
these Bylaws, the action of a majority of the Directors present at any meeting at which a quorum is present
shall he the act of the Beard of Directors. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof, -which action is authorized, in writing, by all of the Directors
entided to vote thereon and filed with the Minutes of the proceedings of the Board or the committee shall be
the act of the Board of Directors or the committee as the case rosy be, with the same force and effect as if
the same had been passed by unanimous vote at a duly called meeting of the Board or the committee
Section g —Ilacanclui
Any vacancy in the Board of Directors canning by reason of any income in the number of Directors, or by
reason of the death, resignation, disqualifications removal (unless a vacuicy created by the removal of s Director by
the shareholder(*) shall be filled by the shareholder(s) at the meeting at which the removal was effected) or inainity to
act of any Director, or otherwise, shall be filled for the unexpired portion of the term by a =jetty vote of the
remaining Directors present, though less than a quorum, at any regular meeting or special meeting of the Board of
Directors.
4
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Sectioa9 -Rceigulticiu
My Director may resign at any time by giving written notice to the Board of Directors, the President or the
Secretary of FSG. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or such officer, and the acceptance of such resignation shill not be necessary to
make it effective.
acciitalt-Alsznank
Any Director may be removed with or without muse at any time by the affirmative vote of shoreholder(s)
holding of record in the aggregate at least a rraimity of the outstanding shares of FSG at a special meeting of the
shareholders called for that purpose, and may be removed for cause by action of the Board
Section n— Salary'
No stated salary shall be paid to Director*, as such, for their services, but by resolution of the Board of
Directors a fixed sum sod expenses of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any Director
from serving FSG in my other capacity and receiving compensation therefor.
kaisal2cSaaattasim
(a) No contract or other taraacdon between FSG and any other corporation shall be impaired, affected or
invalidated, nor shall any Director be liable in any way by reason of die fact that any one or more of the
directors of FSG is or are interested in, or is a director or officer, or arc directors or officers of such other
cope:anon, provided that such facts are disclosed or made known to the Board of Directors.
(b) Any Director, personally or individually, may be a party to or may be interattzt in any contact or
transaction of FSG, and no Director shall be liable in any way by reason of such intrust, provided that the
fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of
Directors shall authorize, approve or ashy such contras or transaction by the vote (not counting the vote of
any such Director) of a majority of a quorum, notwithstanding the presence of any such Director at the
meeting at which such action is taken. Such Director or Directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any
way affect any concoct or other transaction which would otherwise be valid under the law (common,
statutory or otherwise appliable) thereto.
Sscslpnji citgu att:
The Board of Directors, by resolution adopted by a maioeity of the entire Board, may (run time to time
designate from among its members an executive committee and such other committees, and alternate members
thereof, as they may deem desirable, each consisting of two (2) or more members with such powers and authority (to
the extent permitted by 6w) as may be provided in such resolution. Each such committee shall metre at the pleasure
of the Board.
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6B11Q1Z11:SIEELORS.
UstigalzNumhtuibaliAsasian,lirstiansallista219fared
(a) The officers of FSG shall consist of a President, Secretary, Measurer, and such other officers, including
Chairm►n of the Board of Directors, and one or more adrfitional Vice-Presidents, Assistant Treasurers or
Assistant SCaetaftel, as the Board of Directors may from time to time deem advisable- However, the
Company is not required to have officers other than the President, Secretary and Treasures. The President of
FSG shall be and any other officer may be, a Director of FSG. Any two offices (but not more than two)
other than the offices of Chairman of the Board or President and Secretary or Assistant Set:ally may be
held by the some person.
(b) The officers of FSG shall be elected by the Board of Directors at the regular annual meeting of the Bond
following the annual meeting of shareholders. The salaries of all officers shall be fired by the Board of
Directors.
(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his
election, and until his or her successor shall have been elected and qualified or until his or her earlier death,
resignation or ISSOOVII.
lestiaaLtResizaatinn;
Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or
to the President or the Secretary of Esc Unless otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
.Sectioo_3 — ftennzall
Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the
Board of Directors at any time.
Section 4 — Vacancies:
A vacancy in any office by reason of death, resignatioe, inability to act, disqualification, or any other cause,
may at any time be filled for the unexpired portion of the teat by a majority vote of the Board of Dixecton.
frilistalribacisugSactai
Officers of FSG shall, unless otherwise peovided by the Board of Directors, each have loth powers and
duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in these
Bylaws, or may from time to time be specifically conferred or imposed by the Board of Dins-ton
(a) The President shall be the chief executive officer of FSG.
(b) The Vice-President, if any, shall perform the duties as required by the President or the Board of
Directors. During any absence or incapacity of the President, the Vice-President shall be the acting thief
executive officer of FSG, assuming the duties of the President until the Pntsident's resumption of same or
until otherwise directed by the Board of Directors.
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(c) The Treasurer shall have the custody of all books of account and the funds and securities of FSG. He
shall disburse the funds of FSG in payment of Just demands against the proper vouchers for such
disbursements. He or she shall tender an annual report to the Board of Directors for the benefit of
shareholders concerning the finances of FSG. The Treasurer shall perform such other duties as are incidental
to 6.1s or ha office and such as arc required by the President or the Board of Directors. The Treasurer shall
bold office at the pleasure of the Board of Directors.
(d) The Secretary shall have custody of the seal of FSG; shall conduct such correspondence on behalf of
ISG u shall be required by the President and shall discharge such additional dudes from time to time u may
be required by the President or the Board of Directors. The Secretary shall issue all notices required for the
holding of meetings of the Board of Directors arid of shareholders: shall keep minutes of all meetings of
shareholders; shall perform such additional duties as are incidental to the Secretary's office: and shall hold
office at the pleasure of the Board of Director.
(e) The Assistant Secretaries and the Assistant Treasurers, if any, in general, shall perform such duties as
shall be assigned to than by the Secretary or Treasurer, respectively, or by the President or the Board of
Directors.
StaistafaiLiciirasalailandu
In case die Bond of Directors shall so require, my officer, employee or agent of FSG shall execute to PSG a
bond in such sum, and with such surety or sureties as the Board of Directors tray direct, conditioned upon the
faithful performance of his or her duties to FSG including responsibility for negligence and for the accounting for all
property, funds or securities of PSG which may come into his or ha hands.
Whenever ?SG is the holder of shun of any other corporation, any right or power of no as such
shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of FSG by the President or such other person as the Board
of Directors may authorize.
aecolall — Compensation of orrsttne•
The offices: shall receive such salary or compensation as may be fixed and determined by the Board of
Directors. Any payments made to an officer of FSG such as commission, bonus, interest, or ant, or
entertainment expense inc-uacd by him or her, which shall be disallowed in whole ot in parr as a deductible expense
pursuant to the Internal Revenue Code of 1986, as amended, as applicable to the US. Virgin Islands, shall be
reimbursed by such officer of FSG to the full extent of such disallowance. It shall be die duty of the Directors, as a
Board, to enforce payment of etch such amount disallowed. In lieu of payment by the officer, subject to the
determination of the directors, proportionate amounts may be withheld from future compenntion payments until the
amount owed to FSG has been recovered.
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islaickELYllitaLif2LaT42Oi
Steuart 1— Certifictin_cd Sine le
(a) The certificates representing shares of FSG shag be in such form u shall be adopted by the Board of
Director, sad shall be numbered and registered in the order issued. They shall bar the holder's name sod
the number of shun, and shill be signed by (i) the Chairman of the Bard or the President, and (n) the
Secretny or Treasurer, or any Assistant Scanty or Assistant Treasurer, end shall beat the corporate seal.
(b) No certificate representing shares shall be issued until the hill amount of consideration therefor has been
paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Director., may authorize the issuance of certificates for
fractions of t share which shall entitle the holder to exercise voting tights, receive dividends and participate in
liquidating disnolutions, in proportion to the factional holdings; or it may authorise the payment in cash of
the fair value of Erections of a share a. of the time when thou entitled to receive such fractions are
determined; or it may euthenist the issuance, subject to such conditions u may be permitted by law, of scrip
in registered or bearer form am the signature of an officer or agent of PSG, exchangeable as therein
provided for fug shares, but such scrip shall not entitle the holder to any sights of a shareholder, except as
therein provided.
Seeticrn 2 — Lost or Destroyed Gemini-atm
Esc
The holder of any certificate representing shares of FSG shall immediately notify of any loss or
destruction of the certificate representing the same. PSG may issue a new certificate in the place of any certificate
theretofore issued by it that is alleged to have been lost or destroyed. On production of such evidence of loss oe
destruction as the Board of Directors in it3 discretion may require, the Board of Directors may require the owns of
the lost or destroyed certificate, or such owner's legal representative, to give FSG a bond in such sum as the Board of
Dil.ci.b.itS may cfaect, and with such surety or sureties as may be satisfactory to the Board of Directors, to indemnify
FSG against any deism, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new
may be issued without requiting any such evidence or bond when, in the judgment of the Board of
certificate
Directors, it is proper so to do.
Ssetton az- Transfer of Shame.
(a) Transfers of shares of FSG shall be made on the share records of FSG only by the holder of record
thereof, in person or by his or her duly authorized attorney, upon surrender of the certificate or certificates
representing truth shares, with an assignment cc power of transfer enthused thereon or delivered therewith,
duly executed, with such proof of the authenticity of the signature and of authority to transfer and of
payment of transfer taxes as FSG or its agents may require.
(b) FSG than be entitled ro treat the holder of record of any share or shuts as the absolute owner thereof
for all puthoses and, accordingly, shall not be bound to recognize any legal, rquitable or other claim to or
interest in, such share or shares on the pan of any other person, whether or not it shall have express or other
notice thereof, except es otherwise expressly provided by law.
No shareholder shill pledge as collateral for indebtedness any of his or her shams of stock without first
obtaining the written consent of a majecity of the disinterested members of the Board of Directors of FSG.
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In lieu of closing the share records of FSG, the Board of Directors may fix, in advance, a date not exceeding
fifty (SO) days, nor fewer than (10) days, as the record date for the determination of abrushoblen entitled to receive
nonce of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or far the
purpose of deuarninhag the shareholders entitled to receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action. If no =Med due is fixed, the record date for the determination of shareholder
entitled to notice of or to vote ■t s meeting of shareholder' shill be at the dose of bounces on the day next preceding
the day on which notice is given, or, if no notice is given, the day on which the meeting is held, except that the record
date foe determining the eligilxlity of shares to be voted on at any election for dim:ton, shall be no fewer than 20 days
next preceding such election of directorr, the record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the resolution of the Director' relating thereto is adopted When a
determination of abareholden of record entitled to notice of or to vote at any meeting of shareholders has been mule
as provided for herein, such determination shall apply to any adjournment thereof unless the Directors fix a new
record date for the adjourned meeting.
ARTICLE VI
Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in
such amounts, and at audi time or times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of FSG shall be fined by the Board of Directors from time to tune, subject ro applicable law
ARTICLE VIII - CORPORATE SEAL
icsalioalta
The FSG seal shall be in such form as shall be approved from rime to time by the Board of Directors. The
Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.
Section 2 - AiReissesib
Whenever FSG is required to place its corporate seal to a document, it shall be sufficient to meet the
requirements of any law, nark or regulation relating to a corporate seal to impress, affix or reproduce a &Smile
thereof adjacent tO the signature of the authorized officer.
ARTICL.e IX -AMENDMENT$
Dy Tharebolders:
All Bylaws of FSG shall be subject to alteration or repeal, and new Bylaws may be made, by the affirmative
vote of shareholders holding of record in the agnate at least a majority of the outstanding shun entitled to vote in
the election of Direcoors at any annual or special meeting of shareholders, provided that the notice or waiver of notice
of such meeting shall have summarized or set forth in full therein the proposal ameodment.
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Section Z — By nirvevmr
The Board of Directors shall have power to make, adopt or amend Bylaws of FSG, except that the Board of
Directors shall have no power effectively to change the quorum for meetings of shareholders or of the Board of
Directors, or to effectively change any provisions of the Bylaws with respect to the removal of direct= oc the filling
of vacates in the Board of Directors resulting from removal by the shuthoklenr; provided. however, that the
shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal
Bylaw, made by the Board of Directon by a majority vote of the shareholders. If any Bylaw regulating an impending
election of Directors is adopted by the Board of Directors, that effectively amends or repeals a regulation concerning
the method notice, quorum necessary or otherwise substantially affecting the means for conducting an impending
elector of the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the
election of Directors, the Bylaw so made and adopted together with a concise statement of the changes made.
ARTICLE X - INDEMNITY
Any person who was or is a party or is threatened to be made a par:), to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative cc investigative (other than an action by
or in the sight of FSG) by moon of the fact that he or she is or was a director, officer employee or agent of FSG, or
is or war saving at the request of FSG as a director, officer, employee or agent of another corporation, patine ship,
joint venture, trust or other enterprise, may be indemnified by FSG against expenses (including attorneys fees),
iudgmenu, fines and amounts paid in settlement actually and reasonably inclined by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manna he or she reasonably believed to be in
or not opposed to the best interests of FSG, and with :expect to any criminal action or proceeding, be or she had no
reasonable cause to believe his oc her conduct was unlawful
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nob contendere or its equivalent, shall not, of itself, ante a presumption that the person aid not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of FSG, and with
respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Any indemnification under the foregoing provisions shall be made by FSG only as authorized in the specific
use upon a deter:nice don that indemnification of a director, officio, employee ox agent is proper in the circumstances
because he at she had met the applicable standard of conduct set forth above. Such determination Mal be made by
the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action,
suit or proceedings, or if such a quorum is not obtainable, or even if obtainable and the quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, or by the shareholders.
Expenses incurred in defending a civil or criminal action, suit os proceeding may be psid by FSG in advance
of the final disposition of rush scion, suit or proceeding as authorized by the Board of Directors in the specific nu
upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amounts
unless it shall ultimately be determined that he or she is entitled to be indemnified by FSG as herein authorized
The indaruaification herein provided by this Section doll not be deemed exclusive of any other eights to
which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or
disinterested Direaces or otherwise, both as to action in his or her official capacity and as to action in another
capacity while holding soch office, and shall continue as to a person who has ceased to be a Director, office;
employee or agent and Isbell inure to the benefit of the heirs, executors and administrators of such period
FSG may purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was saving at the request of FSG as a Director, Officer, Employee or
I0
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Agent of another corporation, partnership, joint venture, trust or other enterprise *purist any liability asserted against
him and incurred by him or her in any such capacity or arising out of ha or ha status as such, whether or not FSG
would have the power to indemnify him or her against such liability under the provisions above set forth.
For purposes of this Article, references to "FSG" shill include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was s Director, Officer, Employee or Agent of such constituent
corporation, or is or was saving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint vents,/ trust or other enterprise, shall stand in the mime position
under the provisions of this Section with respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had continued.
-3
Aft
Adopted this a•-day oc,Miy, 2014 at the meeting of the Incorporators.
Temporary Treasurer , A/. c w. e /4//1-6,2
TERRITORY OF TI IE UNITED STATES VIRGIN ISLANDS
) as:
DISTRICT OF ST. THOMAS/ST. JOHN
Erupts.V.elW,hoiS.
ioce
BEFORE ME, the undersigned, IN • t dtic el h tC. on this trclay of 2014, personally appeared
before me, and who being by me first duly 311001, declared that he is the person who isg'ned the foregoing document
and chat the statements contained within this document arc true.
GIPial MARIE BRYAN
NOTARY PUBLIC P47-71.013
COIDEISSION EXPIRES *SW 7
ST. THONABST. JOHN, UM
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