EFTA01295616.pdf

BYLAWS
OF
MORT, INC.
ARTICLE I - OFFICFS
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 I -- 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.
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Section 4 -- Notice of Meetinzs:
(a) Except as otherwise provided by statute, written notice of each meeting of shareholders,
whether annual or special, stating the time when and place where it is to be held, shall be served
either personally or by mail, not less than ten (10) nor 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
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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.
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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.
ARTICLE III - BOARD OF DIRECTORS
Section I -- 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.
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(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 Director who shall not have been present at the meeting at which such action was
taken within the time limit, and in the manner set forth in paragraph (b), Section 4 of this Article III,
with respect to the special meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.
Section 4 -- Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held whenever called by the President or
by one of the Directors, at such time and place as may be specified in the respective notices or
waivers of notice thereof.
(b) Except as otherwise required by the applicable provisions of the Virgin Islands Code, notice
of special meetings shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, at least seven (7) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally
or given to him 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 Section 8 of this Article III, need not
specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any Director who shall
attend such meeting without protesting prior thereto or at its commencement, the lack of notice to
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him, 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 given.
Section 5 -- Chairman:
At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall
preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in
his absence, a Chairman chosen by the Directors shall preside.
Section 6 -- Ouorum and Adjournments:
(a) At all meetings of the Board of Directors the presence of a majority of the entire Board shall
be necessary and sufficient to constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Articles, or by these Bylaws.
(b) A majority of the Directors present at the time and place of any regular or special meeting,
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 stock, if any, which the Director may hold.
(b) Except as otherwise provided by applicable provisions of the Virgin Islands Code, by the
Articles, or by these Bylaws, the action of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board 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 entitled 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 may 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 8 -- Vacancies:
My vacancy in the Board of Directors occurring by reason of any increase in the number of
Directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created
by the removal of a Director by the shareholders shall be filled by the shareholders at the meeting at
which the removal was effected) or inability to act of any Director, or otherwise, shall be filled for
the unexpired portion of the term by a majority vote of the remaining Directors present, though less
than a quorum, at any regular meeting or special meeting of the Board of Directors.
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Section 9 -- Resignation:
Any Director may resign at any time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. 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 shall not be necessary to make it effective.
Section 10 -- Removal:
Any Director may be removed with or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a majority of the outstanding shares of the
Corporation at a special meeting of the shareholders called for that purpose, and may be removed
for cause by action of the Board.
Section 11 -- Salary:
No stated salary shall be paid to Directors, as such, for their services, but by resolution of the Board
of Directors a fixed sum and 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 the Corporation in any other capacity and receiving
compensation therefor.
Section 12 -- Contracts:
(a) No contract or other transaction between this Corporation and any other corporation shall be
impaired, affected or invalidated, nor shall any Director be liable in any way by reason of the fact
that any one or more of the Directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other corporation, 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 interested in any
contract or transaction of this Corporation, and no Director shall be liable in any way by reason of
such interest, 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 ratify such contract
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
contract or other transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
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Section 13 -- Committees:
The Board of Directors, by resolution adopted by a majority of the entire Board, may from 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 law) as may be provided in
such resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
Section 1 -- Number, Qualification, Elections and Term of Office:
(a) The officers of the Corporation shall consist of a President, Secretary, and Treasurer, and
such other officers, including a Chairman of the Board of Directors, and one or more Vice-
Presidents, Assistant Treasurers or Assistant Secretaries as the Board of Directors may from time to
time deem advisable. The President of the Corporation shall, and any other officer may, be a
Director of the Corporation. Any two offices (but not more than two) other than the offices of
Chairman of the Board or President and Secretary or Assistant Secretary may be held by the same
person.
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular
annual meeting of the Board following the annual meeting of shareholders. The salaries of all
officers shall be fixed 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 successor shall have been elected and qualified, or until his
prior death, resignation or removal.
Section 2 -- Resignation:
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 the Corporation. 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 effect.
Section 3 -- Removal:
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.
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Section 4 -- Vacancies:
A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any
other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the
Board of Directors.
Section 5 -- Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have
such powers and duties as generally pertain to their respective offices, as well as such power 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 Directors.
(a) The President shall be the chief executive officer of the Corporation.
(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, if
any, shall be the acting chief executive officer of the Corporation, assuming the duties of the
President, if any, until his resumption of same or until otherwise directed by the Board of Directors.
(c) The Treasurer shall have the custody of all books of account and the funds and
securities of the Corporation. He shall disburse the funds of the Corporation in payment of just
1 demands against the proper vouchers for such disbursements. He shall render an annual report to
the Board of Directors for the benefit of shareholders concerning the finances of the Corporation.
He shall perform such other duties as are incidental to his office and such as are required of him by
the President or the Board of Directors. He shall hold office at the pleasure of the Board.
(d) The Secretary shall have custody of the seal of the Corporation; shall conduct such
correspondence on behalf of the Corporation as shall be required of him by the President; and
discharge such additional duties from time to time as may be required of him by the President or the
Board of Directors. He shall issue all notices required for the holding of meetings of the Board of
Directors and of shareholders; shall keep minutes of all meetings of shareholders; shall perform
such additional duties as are incidental to his office; and shall hold office at the pleasure of the
Board.
(e) The Assistant Secretaries and the Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or
the Board of Directors.
Section 6 -- Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent of the Corporation
shall execute to the Corporation a bond in such sum, and with such surety or sureties, as the Board
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of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his hands.
Section 7 -- Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other corporation, any right or power of the
Corporation 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 the Corporation by the President, any Vice President, or such other person as the Board of
Directors may authorize.
Section 8 -- Compensation of Officers:
The officers shall receive such salary or compensation, if any, as may be fixed and determined by
the Board of Directors. Any payments made to an officer of the Corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue Bureau, shall be
reimbursed by such officer of the Corporation to the full extent of such disallowance. It shall be the
duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the directors, proportionate amounts may be
withheld from future compensation payments until the amount owed to the Corporation has been
recovered.
ARTICLE V - SHARES OF STOCK
Section 1 -- Certificates of Stock:
(a) The certificates representing shares of the Corporation shall be in such form as shall be
adopted by the Board of Directors, and shall be numbered and registered in the order issued. They
shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the
Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount of consideration
therefor has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the issuance of
certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive
dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may authorize the issuance, subject to such
conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an
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officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein provided.
Section 2 — Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss or destruction of the certificate representing the same. The Corporation
may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have
been lost or destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its discretion, require the
owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond
in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claim, loss, liability or damage it may suffer on
account of the issuance of the new certificate. A new certificate may be issued without requiring
any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.
Section 3 Transfer of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation
only by the holder of the records thereof, in person or by his duly authorized attorney, upon
surrender of the certificate or certificates representing such shares, with an assignment or power of
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transfer endorsed 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 the Corporation or its
agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the
absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal,
equitable or other claim to or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as otherwise expressly provided
by law.
Section 4 -- Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a
date not exceeding fifty (50) days, nor less than ten (10) days, as the record date for the
determination of shareholders entitled to receive notice of, or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the
purpose of any other action. If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of
business 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 for determining the eligibility of shares
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to be voted on at any election for directors, shall be no less than 20 days next preceding such
election of directors; 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 Directors relating thereto is adopted.
When a determination of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made 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 - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at such time or times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time,
subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
Section I -- Seal:
1 The corporate seal shall be in such form as shall be approved from time 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 -- Affixing Seal:
Whenever the Corporation is required to place its corporate seal to a document, it shall be sufficient
to meet the requirements of any law, rule or regulation relating to a corporate seal to impress, affix,
draw or reproduce a facsimile thereof adjacent to the signature of the authorized officer.
ARTICLE IX - AMENDMENTS
Section 1 By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be
made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority
of the outstanding shares entitled to vote in the election of directors at any annual or special meeting
of shareholders, provided that the notice or waiver or notice of such meeting shall have summarized
or set forth in full therein the proposed amendment.
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Section 2 -- By Directors:
The Board of Directors shall have power to make and adopt Bylaws of the Corporation, except that
the Board of Directors shall have no power to effectively 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 directors or the filling of vacancies in the Board resulting from
removal by the shareholders; provided, however, that the shareholders entitled to vote with respect
thereto as in this Article IX above-provided may alter, amend or repeal Bylaws made by the Board
of Directors. If any bylaw regulating an impending election of Directors is adopted by the Board of
Directors, which effectively amends or repeals a regulation concerning the method, notice, quorum
necessary or otherwise substantially affecting the means for conducting an impending election 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 party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, may be indemnified by the
Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit 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 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 unlawful.
Any indemnification under the foregoing provisions shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of a director, officer,
employee or agent is proper in the circumstances because he had met the applicable standard of
conduct set forth above. Such determination shall 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 proceeding, or
if such a quorum is not obtainable, or even if obtainable and the quorum of disinterested directors so
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directs, by independent legal counsel in a written opinion, or by the shareholders.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation 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 is entitled to be indemnified by the Corporation as herein authorized.
The indemnification herein provided by this Section shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any By-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his 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 his heirs,
executors and administrators of such person.
The Corporation 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 serving at the 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 and incurred by him in
any such capacity, or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions above set forth.
For purposes of this Article, references to "the Corporation" shall 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 a director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate existence had continued.
The amount of indemnity to which any officer or Director may be entitled shall be fixed by
the Board of Directors, except that in any case where there is no disinterested majority of the Board
available, the amount shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
Adopted by written consent of the share of the t2"d. ay of April, 2011.
Jeffrey Epstein, S
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