EFTA01295154.pdf

ARTICLES OF INCORPORATION
OF
GRATITUDE AMERICA, LTD.
We, the undersigned, do hereby incorporate ourselves under Chapter 3, Tide 13, of
the Virgin Islands Code, relating to non-profit corporations, and hereby adopt the following
Articles of Incorporation.
ARTICLE I
NAME
The mine of said corporation shall be Gratitude America, Ltd., hereinafter ailed the
Corporation.
ARTICLE II
IS OFFICE AND RESIDENT AGENT
The principal place of business of the Corporation shall be:
Physical Address: 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin
Islands 00802
Mailing Address: 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.Srifirgifi Islands
00802. r)
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The resident agent shall be Business Basics VI, LLC, whose mailing 21kiltSRAS giro•Oti
Havensight, Port of Sale, Suite 15-16, St Thomas, U.S. Virgin Islands °omit wggstn
physical address is 9100 Havensight, Post of Sale, Suite 15-16, St. Thome; Ct Valg
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Islands 00802.
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ARTICLE III - ta
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OBJECT. PURPOSES AND
Section 1: The Corporation is organized and operated exclusively for one or
snore of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, as applicable to the U.S. Virgin 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
carried out by a U.S. Virgin Islands non-profit corporation incorporated under
Chapter 3, Tide 13 of the Virgin Islands Code.
Section 2: The Corporation shall not any on any activities not permitted to be
carried on by a corporation exempt from federal taxation under Section 501(c)(3) of the
Code.
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Section 3: No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directors or trustees, officers or other plicate
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 Corporation. No substantial part of the activities of the corporation
shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate 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 corporation exempt from Federal
income tax under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation,
contribution which are 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, it is the
intention that the Corporation should be exempt from taxation under section 501(a). In
furtherance of such intent, the Corporation shall be required to distribute all income for each
taxable year to be distributed in such a manner as to not subject the Corporation to tax
under the provisions of Section 4942 of the Internal Revenue Code. In addition, the
Corporation is prohibited from engaging in any act of self-dealing (as defined in Section
4941 (d) of the Internal Revenue Code), from retaining any excess business holdings (as
defined in Section 4943 (c) of the Internal Revenue Code), from making any investments in
such manna as to subject the foundation to tax under Section 4944 of the Internal Revenue
Code, and from making any taxable expenditures (as defined in section 4905 (d) of the
Internal Revenue Code).
Section 5: Upon the dissolution of the Corporation, its assets rennunim nig,"
payment, or provision for payment of all debts and liabilities of the Corporifien, akin hit r
distributed for one or more exempt purposes within the meaning of Section 50ttc)( f tfii
Code (or corresponding section of any future Federal tax code) or shall be distriblue to 43 :21
federal government, or to a state or local government, for a public pucriose.... uc.14-
distribution shall be made in accordance with all applicable provisions of the lawKbf
Virgin Islands. (.11
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Section 6: However, if the named recipient is not then in existence or no longer
a qualified distributes, or unwilling 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
DU RATION
The Corporation shall commence upon filing of these Articles. The duration of the
Corporation shall be perpetual
ARTICLE V
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I N T DRS
The tunes and addresses of the persons loaning the Corporation are as follows:
Brett Geary
Greg Ferguson
Nicole Miller
ARTICLE VI
MANAGEMENT
The management of the Corporation shall be vested in a Board of Directors and its
officers. The membership of the Board of Directors shall be as established by the By-Laws,
but shall not be fewer than three (3) directors. The Incorporators shall appoint the first
members of the Board of Directors, who are as follows:
President Jeffrey E. Epstein
Treasurer Duren Indyke
ral
Secretary Erika A. Kelleauls .. t - - - - - 4 - r
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The first Board of Directors shall serve for terms of one (1) year. The Byr2ws anll 'g-t.cre
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the terms of and requirements for Directors thereafter. -, t as • -2
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Officers shall serve for terms of one (1) year. The following officers shallie ti ini t iti n—
officers of the Corporation: President Jeffrey E. Epstein; Treasurer Darren Indaft:, S. raft
Ealca A. Kellerhas. tit
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ARTICLE VII
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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
fl rL&WS
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
MFOINGE AN_D. OFEW,EKS
Section 1: The President, who shall also serve as Chairman of the Board of
Directors, shall administer the day,to-dav affairs of the Corporation.
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Section 2: Following the annual General Meeting of the Board of Directors, the
Chairman may appoint temporary Committees as may be required properly to conduct the
business of the Corporation.
ARTICLE X
These Articles may be amended by a two-thirds vote of the members comprising the
membership.
ARTICLE XI
FIRST ANNIale_MgErINQ
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 nodfy 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 written 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 Fifty Thousand Dollars ($250,000.00).
ARTICLE XIII
1NDFLM,IFiCATION
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Any person made a party to any action, suit, or proceeding, by reason of fa
he or she is or was an officer, director, or employee of the Corporation, shall be iiidenitiete tc
by the Corporation against the reasonable expenses, inchuiing attorneys' fees, aapillyind:c m
necessarily incurred by him in connection with the defense of such 3C11O1:1 ote,
proceedings, or in connection with any appeal therein, except in relation to maters ;CO to 21 ir
which it shall be adjudged in such action, suit, or proceeding, or in connectior0vielOny ti:"4
appeal therein that such officer, director, or employee is liable for willful nuscemdstp I9 ,he
performance of his duties. The foregoing right of indemnification shall not be deeMed
exclusive of any other rights to which any officer, director, or employee may be entitled
apart from the provisions of this Article.
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IN WITNESS WHEREOF, we have affixed our names this 1st day of Apnl, 2012 as the
Incorporators.
Nicole Miller, Incorporator
ACKNOWLEDGEMENT ci
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TERRITORY OF THE U.S. VIRGIN ISLANDS ) 0 cs c
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DISTRICT OF ST. THOMAS/ST. JOHN ) y- al IC rn
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On this the day of Ape], 2012, before me personally came and appeared BrewGary, ct C.)
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Greg Ferguson, and Nicole Miller, to me known and known to me to be the ingivi duat 6rri
named in and who executed the foregoing Articles of Incorporation and wl% dit
acknowledged to me that they executed the same for the purposes therein contained. -4 ri
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
Notary Public
My Commission F
Eno A. Kektals
NOTARY PUBLIC 1.19 013-10
Commission Expires OS/02/2014
TerritoryOf the US. Virgin IslandS
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