EFTA01295610.pdf

RECEIVED
ARTICLES OF INCORPORAIIM°V• °FEW E
loll APR 12 PP1 12 W6
OF
CORPORATIONS -$LT
MORT, INC,
We, the undersigned, for the purposes of associating to establish a corporation for the
transaction of the business and the promotion and conduct of the objects and purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the
United States (hereinafter called the Virgin Islands), and particularly the Gemmel Corporation Law of
the Virgin Islands (Chapter 1, TItle 13, Virgin Islands Code), as the same maybe amended from time
to time, 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 MORT, INC.
ARTICLE II
The principal office of the Cotporation in the U.S. Virgin Islands is located at 6100 Red
Hook Quarter, B-3, St. Thomaa,1/8V1 00802, and the name of the resident agent of the Corporation
is George FLT. Dudley, whose address is Law House, 1000 Frederiksberg Oade, St. Thomas, U.S.
Virgin Islands 00802.
ARTICLE III
Without limiting in any warmer the scope and generality of the allowable functions of the
Corporation, it is hereby provided that the Corporation shall have the following purposes, objects
and powers:
(1) To engage in any lawful business.
(2) To engage in any commercial, industrial, agricultural, marketing, transportation, or
service activity calculated or designed to be profitable to the Corporation.
(3) To design, develop, manufacture, constniet, assemble, install, repair, maintain,
prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial,
agricultural, or other instruments, appliances, tools, machinery, equipment, pans, supplies,
accessories, devices, preparations, compounds, and articles and goods, wares and merchandise of
every kind; to maintain and operate laboratories and testing facilities of every kind and to canyon
the business of analysts, testers, examiners, advisors and technical consultants with respect to
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materials, equipment and processes of every kind and to carry on research and experiments with
respect thereto.
(4) To acquire, hold, maintain, and operate such plants, workshops, offices, stores,
buildings, equipment, vehicles and vessels as may be desirable for the proper conduct of the business
herein referred to, and to do and perform every other act that may bo legally performed by the
corporation engaged in such business.
(5) To apply for, acquire, register, use, hold, sell, assign or otherwise dispose of (either
absolutely or by way of lease, tnortgage, pledge, or license), to grant licenses with respect to and
otherwise turn to account any letters patent of the United States or of arty %reign country, or pending
applications therefor, and anyinventions, improvements, devices, trade secrets, formulae, processes,
trademarks, trade names, brands, labels, copyrights and privileges and any right, title or interest
therein.
(6) To purchase or otherwise acquire, hold, own, mortgage, pledge, sell, enjoy or
otherwise turn to account, assign and transfer and to invest, trade and deal in goods, wares and
merchandise, and. eal and personal property of every kind.
(7) To acquire all or any part of the good will, rights, property and business of any
person, firm, association, corporation or other entity, and to pay for the sante in cash or in stocks or
bonds of this Corporation or otherwise and to hold or in any manner dispose of the, whole or any pan
of the property so purchased, and to assume in connection therewith any liabilities of any such
person, firm, association, corporation or other entity, and to conduct in arty lawful manner, in any
place the whole or any part of the business thus acquired.
(8) To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose oft°
shares of the capital stock of, or any bonds, securities or evklences of indebtedness created by any
other corporation or corporations of the Virgin lsla ads, or any otherjurisdiction and, while the owner
of such stocks, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and
privileges of ownership, including the right to vote any stock thus owned.
(9) To borrow or raise money to any wnount permitted by law by the sale or issue of
bonds, notes, debentures or other obligations of any kind, to guarantee loans, other types of
indebtedness and financing obligations, and to secure the foregoing by mortgages or other liens upon
any and all of the property of every kind of the Corporation,
(10) To enter into and carry out any contracts for or in relation to the foregoing business
with any person, Elm, association, corporation, or other entity, or government or governmental
agency.
(11) To conduct its business in the Virgin Islands and elsewhere in the United States and
foreign countries and to have offices within or outside the Virgin Istraids and to hold, purchase,
mortgage and convey rent and personal property within or outside the Virgin Islands,
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(12) To do all and everything necessary, suitable and proparfir the accomplishment of any
of the purposes of any of the objects or the exercise of any of the powers hereinsot
or the attainment
forth, either alone of iu commotion with other flans, individuals, associations or corporations in the
Virgin Islands and istsewhat in the United States and foreign countries, and to do any other acts or
things incidental or appurtenant to or growing out of or connected with the said business, purposes,
objects and powers, or any part thereof, not inconsistent with the laws of the Virgin Islands, and to
exercise any and all powers now or hereafter conferred by law on business corporations whothor
°sweaty enumerated herein or not. •
The purposes, objects and powers specified in this Article shall not be limited or restricted by
reference to the teens of any other subdivision or of any other article of these Articles of
Incorporation.
ARTICLE IV
The total number of s hares of all classes of stock which the Corporation is authorized to issue
is ONE THOUSAND (1,000) shams of common stook of $0.01 par value; no preferred stock
authorized.
The minimum amount of capital with which the Corporationwin commerce business is ONE
THOUSAND DOLLARS ($1,000.00).
ARTICLE V
The names and places of residence of each of the persons forming the Corporation are as
follows:
Ammo
William S. McConnell
Denise .1. Richards
Michelle Connox
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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 powers of the Corporation and of its
directors, it is Anther provided:
(1) The number of directors of the Corporation shall be fixed by, or in the manner
provided in, the Bylaws, but in no case shall the number be less than three (unless the General
Corporation Law is amended to allow a ►ower number). The directors need not be stockholders,
(2) In Arthenmee 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 and adopt the By-Laws of the Corporation, subject to the powers of
rho stockholders to alter, repealer modify the By-Laws adopted by theBoard
of Directors.
(b) To authorize and issue obligations of the Corporation, secured and unsecured,
to Include therein such provisions as to redeemability, convertibility or
otherwise, as the Board of Directors in its solo discretionmay determine, and
to authorize the mortgaging or pledging of, and to authorize and cause to be
executed mortgages and liens upon, any property of the Corporation, real or
personal, including after acquired property.
(c) To determine whether any and, if any, 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 to the stockholders, and to direct and determine the use
end disposition thereof.
(d) To 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
necessaty or advisable for working capital, for additions, improvements and
betterments to plant and equipment, for expansion of the business of the
Corporation (including the acquisition of real and personal property for this
purpose) and for any other purpose of the Corporation.
To establish bonus, profit-sharing, pea sion. thrift and other types of incentive,
(e)
compensation or retirement plans for the officers and employees (including
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officers and employees who are also directors) of the Corporation, end to fix
the amount of profits to be distributed or shared or contributed and the
amounts of the Corporation's fields or otherwise to be devoted thereto, mid to
determine the persons to participate in any such plans and the amounts of
their respective participations.
(f) To issue or grant options for the purohase of shines of stock of the
Corporation to officers and employee° (including officers and employees who
are also directors) of the Corporation and OD such trams and conditions as the
Board of Directors may from time to time determine.
(g) To enter into contracts for the management of the business of the
Corporation.
(h) To exercise all the powers of the Corporation, except such as arc conferred by
law, or by these Articles of Incotpomtion or by the Bytaws of the
Corporation upon the stockholders.
(i) To issue such classes of stock and series within any class of stock with such
value end voting powers and with such designati0ns, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof as is stated in the resolution or resolutions providing
for the issue of such stock adopted by the Board of Directors and duly filed
with the Office of the 1.s. Governor of the Virgin islands in accordance with
13 V.I.C. §91 end 13 V.1.C. §97; as the same may be amended from time to
time.
ARITCLE VW
The Corporation reserves the right to amend, alter or repeal any of the provisions of these
Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin
Islands at the time In force in the manner and at the time prescribed by said laws, and all rights at any
time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation
am granted subject to the provisions of this Article.
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IN WITNESS WHEREOF, we have hereunto subscribed our wince this day of April.
2011.
William S. McConnell, lnberpoaator
Denise J. Ric
Mi lo Connor, . monitor
TERRITORY OF TUB VIRGIN ISLANDS
) ss:
Dormer OF ST. THOMAS AM) ST. JOHN )
The foregoing instrument was aclalowledged holism me this -faiyt of April, 2011. bY
William S. McConnell, Denise J. Richards, end Michelle Connor,
A.
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