EFTA01298347.pdf

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BY-LAWS RECEIVED
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3. EPSTEIN VIRGIN ISLANDS FOUNDATION INC, • •
ARTICLE I
OFFICE
The principal business office ofJ. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. (the
"Corporation") shall be located at 41-42 Kongens Gade, St. Thomas, Virgin Islands. The
Corporation may establish and maintain other offices in the Virgin Islands, any of the States or
possessions of the United States, and at such other places as may from time to time be selected by
the Board of Trustees:
ARTICLE II
CORPORATE SEAL
The corporate seal of the Corporation shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Virgin Islands". The Seal shall be in the
possession of the Secretary of the Corporation.
ARTICLE HI
BOARD OF TR USTEga
SECTION 1. Number. Classification and Term of Office. The business, affairs, concerns,
direction and the property of the Corporation shall be managed and controlled by the Board of
Trustees.
The number of Trustees shall be three (3), but the number may be changed from time to time
by the amendment of these By-Laws, but in no event shall the number be less than three (3).
Trustees may be elected by the written consent of the member. Any vacancy occurring in the
Board of Trustees upon the death, resignation, expiration of term of office, or removal of any
Trustee, or as a result of an increase in the number of Trustees, shall he filled by the consent of the
member or by a majority vote of the remaining members of the Board of Trustees then in office.
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The first Board of Trustees of the Corporation shall be composed of Paul Hoffman, Jeffrey
Epstein and Jeffrey Schantz, who, subject to ArticleI II, Section 6, shall hold office until new trustees
are elected by the member.
SECTION 2. Place of Meeting. The Trustees may hold their meetings in such place or places
within or without the Virgin Islands as a majority of the Board of Trustees may, from time to time,
determine.
SECTION 3. Meetings. Meetings of the Board of Trustees may be called at any time by the
President or the Secretary, or by a majority of the Board of Trustees. Trustees shall be notified in
writing of the time, place and purpose of all meetings of the Board. Any trustee shall, however, be
deemed to have waived such notice by his attendance at any meeting.
SECTION 4. Ouortn. A majority of the Board of Trustees shall constitute a quorum for the
transaction of business, and if at any meeting of the Board of Trustees there is less than a quorum
present, a majority of those present may adjourn the meeting from time to time.
SECTION 5. Manner of Acting. At all meetings of the Board of Trustees, each trustee present
shall have one vote.
Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws,
the action of a majority of the Trustees present at any meeting at which a quorum is present shall be
the act of the Board of Trustees. Any action authorized, in writing, by all of the Trustees entitled to
vote thereon and tiled with the minutes of the Corporation shall be the act of the Board of Trustees
with the same force and effect as if the same had been passed by unanimous vote at a duly called
meeting of the Board, at which a quorum was present.
SECTION 6. Removal and Vacancies. Any Trustees may be removed by a majority vote of the
Board of Trustees or by the written consent of the member, and vacancies in the Board of Trustees
shall be filled by the member or by the remaining rnetnbeis of the Board and each person so elected
shall be a Trustee until his successor is elected.
SECTION 7. Qompensation. No Trustee shall receive any salary or compensation for his
services as a trustee, unless otherwise especially ordered by the Board ofT nistees or these By-Laws.
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ARTICLE IV
OFFICERS
SECTION I. Election. The Board of Trustees shall select a President, a Secretary and a
Treasurer and may select one (1) or more Vice-Presidents, Assistant Secretaries or Assistant
Treasurers, who shall be elected by the Board of Trustees at their regular annual meeting held
annually on a date from time to time specified by the Board. The term of office shall be for one (1)
year and until their successors are chosen. No one of such officers, except the President, need be a
Trustee, but a Vice-President who is not a Trustee, cannot succeed to or fill the office of President.
Any two (2) of the above-named offices, except those of President and Secretary, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument in more than one
(I) capacity. The Board of Trustees may fix the salaries of the officers of the Corporation.
SECTION 2. The Board of Trustees may also appoint such other officers and agents as they may
deem necessary for the transaction of the business of the Corporation. All officers and agents shall
respectively have such authority and perform such duties in the management of the property and
affairs of the Corporation as may be designated by the Board of Trustees. Any officer or agent may
be removed, or any vacancies filled by the Board of Trustees whenever, in their judggnent, the
business interests of the Corporation will be served thereby.
SECTION 3. The Board of Trustees may secure the fidelity of any or all such officers by bond
or otherwise.
ARTICLE V
DUTIES OF OFFICERS
SECTION I. President. The President shall be the chief executive officer of the Corporation,
and in the recess of the Board of Trustees shall have the general control and management of its
business and affairs subject, however, to the right of the Board of Trustees to delegate any specific
power, except such as may be by statute exclusively conferred upon the President, to any other
officer or officers of the Corporation. Ile shall preside at all meetings of the Trustees and all
meetings of the member, unless otherwise determined by the member.
SECTION 2. Vice-President. In case the office of President shall become vacant by death,
resignation or otherwise, or in case of the absence of the President or his inability to discharge the
duties of his office, such duties shall, for the time being, devolve upon the V ice-President, who shall
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do and perform such other acts as the Board of Trustees may, from time to time, authorize him to
do, but a Vice-President who is not a Trustee cannot succeed to or fill the office of President.
SECTION 3. Treasurer. The Treasurer shall have custody and keep account of all money, funds
and property of the Corporation, unless otherwise determined by the Board of Trustees, and he shall
render such accounts and present such statement to the Board of Trustees and President as may be
required of him. He shall deposit all Rinds of the Corporation which may come into his hands in
such bank or banks as the Board of Trustees may designate. He shall keep the bank accounts in the
name of the Corporation and shall exhibit his books and accounts, at all reasonable times, to any
trustee of the Corporation upon application at the office of the Corporation during business hours.
He shall pay out money as the business may require upon the order of the properly constituted officer
or officers of the Corporation, taking proper vouchers therefor; provided, however, that the Board
of Trustees shall have power by resolution to delegate any of the duties of the Treasurer to other
officers, and to provide by what officers, if any, all bills, notes, checks, vouchers, orders or other
instruments shall be countersigned. He shall perform, in addition, such other duties as may be
delegated to him by the Board of Trustees.
SECTION 4. Secretary. The Secretary of the Corporation shall keep the minutes of all the
meetings of the member of the Corporation and Board of Trustees in books provided for that
purpose; he shall attend to the giving and receiving of all notices of the Corporation; he shall sign,
with the President or Vice-President, in the name of the Corporation, all contracts authorized by the
Board of Trustees and when necessary shall affix the corporate seal of the Corporation thereto; he
shall have charge of such books and papers as the Board of Trustees may direct; all of which shall
at all reasonable times be open to the examination of any Trustee upon application at the office of
the Secretary, and in addition, he shall have such other duties as may be delegated to him by the
Board of Trustees.
ARTICLE VI
AMINDMENT
The member or the Board of Trustees may alter, amend, add to or repeal these By-Laws,
including the fixing and altering of the number of members of the Board of Trustees; provided that
the Board of Trustees shall not make or alter any By-Laws fixing their qualifications, classifications
or term of office.
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