EFTA01298957.pdf

GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
-o-
CHARLOTTE AMALIE, St THOMAS, VI 00802
To Whom These Presents Shall Come:
I, the undersigned, LIEUIENANT GOVERNOR, do hereby certify that
FINANCIAL INFOMATICS, INC.
a Virgin Islands corporation, tiled in the Office of the Lieutenant Governor on
September 21.2012 as provided for by law, Certificate of Amendment Articles of
Incorporation, duly acknowledged; changing its name to
QUTHERN
TRUST COMPANY. INC.
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 31.14 day of
October, A.D. 2012.
ORGY It FRANCIS
Lieutenant Governor of the Virgin Islands
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igiiinf OEPARTmENT Or THE TREASURY
u-IINTERNAL RHYME SERVICE
CINCINNATI OR 45999-0023
Dote of this notice: 02-14-2012
lenployer Identification Maher:
Form: SS-4
FINANCIAL TNFONATICS INC Number of this notice:
9100 HAVENSIGHT 15 16
ST THOMAS. VI 00802
For assistance you may call us at:
1.800-8.29-4.933
IF YOU WRITE, ATTACH TER
STUB AT THE ENO Or THIS NOTICE,
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
d r B e I c N o rd T s h . s , even f i o T f r h a i y p s ou p B l h I y a N i v n w e g i n f l o l o r e i m d a p e n l n E o t y e i e p f e y l s o y . y o e u r P , l I e d y a e o s n u e t r i k b f u e i s e c i p a n t t e i h s o i s n s a N n c u o c m t o b i u e c n r e t ( s i B , n I t N a ) y x o . u r r e W p t e e u r a r m s n a s s n i , e g a n n n t e d d you
c a m t a b a h u o y a v s t c e e a , W y u y o h p s o u e l e u n e u a t a f s s o i e d e l b e y i m e l o n a a u g a k y r s e t i s B a i t n I x g h N p n e d r e o a c o d c n o c u d r m e m r o s c e e r s o n c i e m t t n p s i t g , l o h , e n a p t r a n e l u e / o o s n c n i u a e e n l m n g t e t B s I t a i . h N n n e . a d i n a a n d t I d c t f o d r a r r e c t r l e h h e a s e e c t s d t e i e d i t n x n e c f a f a o o c o r r r t r r m l o m a e y f a t s f t a i p i o o s s o n n t s n d i u h e s i b o n w n c a n n e n o y , d a t o b u i c r o r t o e v a r t e i c r u . s c e r o c n v u t A e i n n r a t t y y s , t i v s o o a m h r r p u o i o e w s a r v n . t t e i a n o n n t
the fo B l a l s o e w d i o n n g f t o h r e m ( i s nf ) o b n y sa t t h i e o n d a r t ec e e ( i a v ) e s d h f o r w o n. m you or your representative, you mush file
Form 94183
Form 1120
01/31/2013
03/15/2012
A n t c e h c e e d o p u h h I n e o t t l n i p e y n o g i n u P e n e h s d r a t e i v e t o e r e d r o q s m u r a i e n n w s i d r t n i i M g t o e e n t y s h t o a o u o d b r s o u a . u s n t n a u t t a h l t e h a f e c e c a r o d m u d ( n r s t e ) i s n o s g r s p h t e o h r w e i n d o a u d t e ( t t d a h a e x t e t y ( o e s a p ) r s o ) h f , o s w t e n h , e i s P y u n o b o u l t c i i a c c n a e t . c i a o I l n f l 5 3 u y 8 o s , u . a t
C 2 C r b r e 0 l e i e r 0 a q n p t 4 s u d r s a - e i e i i 1 s H s n f n , t e g e i n t 2 c o a t a 0 a a n a s 0 p t x t s 4 i r t i i c - o i h v g l 1 n v e e n a a . e E I s I t d l s . R e e i R I S y c l f . t . o t e i B u i c t . i o a I t a n 1 n t e f . i n r t ( o o y a r o n o t x S u r u e e a l c l s e i w l u e l n a a p c F e g n s e t o g s t r i r f a i s o m a r l f e n o i 8 d s l d m c 8 i e e a c 3 t n g t t a 2 h g a e i n e l r o a R m n n b e d I i d v e e R b n e t S a a i r n e s t e t u u r e i q s e n m d o u i d n P i e o n e r n o s a r n o s t f t c t e t i i e r d h n y o d u e f o n b u c o u g r t y o r r u e i f m f i t o a f i d n a y t l o e s o x i i r l u o f n c i r n o t g l n r h a t e o F e s a b s a o s x t d y r i i a d e c m f n i i l a i n 8 t a R r c e 0 i s e a d 3 o a s v t n 2 i t e f i a , f n r o i l i u o n E s c e , m i s n a n u P t a t y f r e i i n o o o ) o d t u r c n . y m e i , o a d s r N t u y o i r n o y o t e o u o n e t u . m : r a y
IMPORTANT INFORMATION FOR S CORPORATION ELECTION:
• i e c n o l s r e t p c r o t u r I i c a f o t t n i i y o o t o n n o u s m f i f i u n o l s t r e t e n F a m d e o e r t F t m o o : r 2 c e m 5 e l 5 1 r e 3 1 t c a 2 , t i 0 E t n - l o S e t f c m e i t u s i t l s o s t e n . b y b e o n y u a m r a l a r d S o e e m f t a u w l t r i l h n t i h B a i s u s n s I c a i n e f n r s o e t m r s a a m s i a l C n t l o i t r b o i p u n m o s i e r i £ a s n r t e i a i s n m o s c e n c l a . o u a r d p n e o d d r i t a n h t e i t o h n e , an
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tl
It
Corp No. 581871
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
— 0
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
Zo Zli Vib0M Int* *regents( *ha Come:
I, the undersigned. LiHurl:NAM' GOVERNOR, IX) hereby certifies that
FINANCIAL INFORMATICS, INC.
Business Corporation
of the Virgin Islands filed in my office on November 18, 2011 as provided for by law, Articles of
Incorporation, duly acknowledged.
WHEREFORE the persons named in said Articles, and who have signed the same, and their
successors. are hereby declared to he from the late aforesaid, a Business Corporation by the name
and for the purposes set forth in said Articles, with the right of succession as therein stated.
Witness my hand and the seal of the Government of the
Virgin Islands of the United States, at Charlotte Amalie, St.
Thomas, this 8th day of December, 2011.
GREWRY R. FRANCIS
Lieutenant Governor of the Virgin Islands
h
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ARTICLESOF INCORPORATION
OF
FINANCIAL INFOMATICS, 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 Status (hereinafter called the
"Virgin Islands"), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin
Islands Code), as the same may be 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 referral to as the "Corporation") is Financial Infomatica, Inc.
ARTiCLE3l
The principal office of the Corporation in the Virgin islands is located at 9100 Havensight, Port of Sale, Suite
15-16, St. Thomas, US. Virgin Islands, 00802 and the name of the resident agent of the Corporation is
Keflerhals Ferguson LIP, whose treating address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S.
Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Side, Suite 15-16, St. Thomas, U.S.
Virgin Islands.
MerICLalli
Without limiting in any manner the scope and generality of the allowable functions of the Corppgation, it is
hereby provided that the Corporation shall have the following purposes, objects and powers: 4...y
(1) To engage in any lawful business in the United States Virgin Islands.
(,)
(2) To enter into and carry out any contracts for or in relation to the foregoing business with any person, firm,
association, corporation, or 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 raise money to 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 by
mortgages or other liens upon any and all of the property of every kind of the Corporation.
(5) To do all and everything necessity, suitable and proper for the accomplishment of any of the purposes or
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 end elsewhere 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 of any part thereof not inconsistent
with the laws of the Virgin Islands, end to exercise any and all powers now or hereafter conferred by law on
business corporations whether expressly enumerated herein or not.
The purposes, objects and powers specified in this Article shall not he limited or restricted by reference to the
terms of any other sulxlivision or of any other article of these Articles of Incorporation.
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AgrICI E..1Y
The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand
(10,000) shares of common stock at $.01 par value; no preferred stock authorized.
The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars
($1,000).
ARTICLE V
The names and places of residence of each of the persons forming the Corporation are As follows:
NAME RESIDENCE
Erika A. Kellerhals
Gregory J. Ferguson
Brett Geary
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, decathlon, limitation and regulation of the powers of the. Corporation and of its directors apil
stockholders, it is further provided:
(1) The number of directors of the Corporation shall be fixed by, or in the manner isrotiOed in, the
by-laws, but in no case shall the number be fewer than three (3). The directors nerd not be
stockholders.
. .
(2) In furtherance and not in limitation of the powers contested by the laws of the Via} ii Islands,
and subject at all tittles to the provisions thereof, the Board of Directors is expressly authorized
and empowered:
(a) To make, adopt and amend the by-laws of the Corporation, subject to the powers of the
stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors.
0)) 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 sole discretion may 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.
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 and disposition thereof.
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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 necessary 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.
(c) To establish bonus, profit-sharing, pension, thrift and other types of incentive,
compensation or retirement plans for the officers and employees (including officers and
employees who are 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 funds or
otherwise to be devoted thereto, and to determine the persons to participate in any such
plans and the amounts of their respective participations.
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 rime
to time determine.
(g)
lb enter into contracts for the management of the business of the Corporation for terms
not exceeding five (5) years.
0') To exercise all the powers of the Corporation, except such as are conferred by law, or by
these Articles of Incorporation or by the by-laws of the Corporation upon the
stockholders.
To issue such classes of stock and series within any class of stock with such value and
voting powers and with such designations, preferences and relative, participahng, optional
or other special rights, and qualifications, limitations or restrictions tISeoctIS is stated in
the resolution or resolutions providing for the issue of such stock adepteally the Board
of Directors and duly filed with the office of the Lt. Governor of the Virgip Islands in
accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be
amended from time to time. •
)
ARTICUE VIII O •
No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first
offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of the
some; and the Corporation shall have thirty (30) days within which to accept same; the Corporation shall notify
the stockholder of its election in writing. If accepted by the Corporation, the stockhokkr shall promptly assign
the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation
rejects the offer, then the stockholder shall offer the stock to the remaining stockholders under the same terms
as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to
collectively or individually accept the same in writing. If the remaining stockholders reject the offer, then the
stockholder shall have the right to sell the stock at the same or a greater price than that at which it was offered to
the Corporation. If the stockholder shall desire to sell the stock at a lesser price than that originally quoted to
the Cotporation, the stockholder must then repeat the process of offering the stock for sale to the Corporation
and the stockholders in turn. Shares of stock in this Corporation shall not be transferred or sold until the sale or
transfer has been repotted to the Board of Directors and approved by them.
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No stockholder shall pledge as couateml for indebtedness any shares of stock without first obtaining the written
consent of a majority of die disinterested members of the Board of Directors of the Corporation.
Atria 13 IX
At all elections of directors, each stockholder shall he entitled 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
election of directors with respect to his or her shares of stock multiplied by the number of directors to be
elected. The stockholder may cast all votes for a single director or distribute them among any two or more of
them as he or she may see fit. At least ten (10) days notice shall be given, however the shareholders are 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.
ARTICLEA
Subject to the provisions of Section 71, 'lltle 13, Virgin Islands Code, the Corporation may enter into contracts
or 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 arc 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 shall 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 are 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 contract or
transaction. No director or directors or officer or officers having such disclosed or known adverfsinterest shall
be liable to the Corporation or to any stockholder or creditor thereof or to any other personIfor any loss
incurred by it under or by reason of any such contract or transaction, nor shall any such diriCtor flt directors or
officer or officers be accountable for any gains or profits realized thereon. The provisions:of thIsArticle shall
not be construed to invalidate or in any way affect any contract or transaction that woulcliothemise be valid
under law.
a
ARTICLE
The Corporation shall indemnify 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 (other than an action by or in the right of the Corporation) by reason of
the fact that he or she 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, mist, or other enterprise, against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred 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 he in or not opposed to the
best interests of the Corporation; and
(2) with respect to any criminal action or proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
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'the remiination of any action, suit, or proceeding by judgment order, settlement, conviction, or
upon a plea of nok> 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 unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made ft party
to any threatened, pending, or completed action or suit by or in the right of the officer, employee, or
agent of the Corporation, or is or was serving at the request of the venture, trust, or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she acted:
in good faith; and
(2) in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation.
However, no indemnification shall he made in respect of any claim, issue, or matter as to which such
person shall have lawn adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless and only to the extent that the court in which such action or suit is
brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and
(b), or in defense of any claim, issue, or matter therin, he or she shall be indemnified agkiiist expenses
(including attorneys' fees) actually and reasonably ;neutral by him or her in connection thwwith.
Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall be: by the
Corporation only as authorized in the specific case upon a determination that he or sheliad met the
applicable standard of conduct set forth in subparagraphs (a) and (b). Such dettaminati0n shall be
made:
(1) 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
(2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the stockholders.
(e) Expenses incurred in defeating 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 or
she is entitled to be indemnified by the Corporation as authorized in this article.
(1) 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, hoth 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 he a
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director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person,
(g) 'the Corporation shall have power to 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 or another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against hint or her and incurred by him
or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify him or her against such liability under the provisions of this
Article.
anCLE Xil
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 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 are granted subject to the provisions of this Article.
(signature page follows)
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IN
wriNgss
WHEREOF, we have hereunto subscribed our names this 12th day of November, 201 I.
Erika A. Kellerl4s, I
tregory J. Ferguso
Yten
Brett ()my, Incorporator
TERRMORY OF THE UNITED STATES VIRGIN ISLANDS )
DISTRICT OF St THOMAS AND ST. JOHN
The foregoing instrument was acknowledged before me this I 7th day of &At 2011, by Erika A.
Kellerhals, Gregory J. Ferguson, mid Brett Geary.
GINA MARIE BRYAN
NOTARY PUBLIC NP 069-09
COMMISSION EXPIRES 09P28/21IYI3
ST. THOMAS/ST. JOHN, USVI
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