EFTA01404491.pdf

EFTA01404491 EFTA01404492 EFTA01404493 EFTA01404494 EFTA01404495 EFTA01404496 EFTA01404497 EFTA01404498 EFTA01404499 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -0- CHARLOTTE AMALIE, ST. THOMAS, VI00802 To Whom These Presents Shall Come: I, the undersigned. LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL INFOMATICS. INC. a Virgin Islands corporation, filed 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 SOUTITERN 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 Virgm Islands, at Charlotte Amalie, this 31"' day of October, A.D. 2012. i4eeif' G Y R. FRANCIS Lieutenant Governor of the Virgin Islands DEPM^TMENT OF THE TREAStTOY INTERNAL REVENUE SERVICE CINCINNATI- OH 45999-0023 a IRS Date of this notice: 02-14-2012 Emplo er Identification Number: VSA'b 0 Form: SS-4 .0- Number of this notice: CP 575 A EFTA01404500 C FINANCIAI. INFOMATICS INC 9100 HAVENSIGHT 15 16 ST THOMAS, VI 00802 0 31- For assistance you may call us at: IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU M EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you This EIN will identify you, your business accounts, tax returns,'and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. 01/31/2013 03/15/2012 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538,' Accounting Pei'iods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure EFTA01404501 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity- Classification Election. See Form 8832 and its instructions for additional information. Form 941SS Form 1120 IMPORTANT INFORMATION FOR S CORPORATION ELECTION; If you intend to elect to file your return as a .small busine.ss corporation, an election to file a Form 1120-S must be made within certain timeframes and the • corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation, Corp No. 581871 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -- 0 -- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 au l"rejientt ftliall ComeJ" I, the undersigned, LIEUTENAN T GOVERNOR, DO 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 be 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. 1'homas, this 8th day of December, 2011. gWtT)ry R. FRANOS I deutcnant Governor of the Virgin Islands h iA Ml ^ T• v ARTICLES OF INCORPORATION OF FINANCIAL INFOMATICS, INC. We, the undersigned, for the purposes of associating to establisli 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 rccluirements of tlic laws of the Virgin Islands of the United States (hereinafter called the EFTA01404502 "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 referred to as the "Corporation") is Financial Infomatics, Inc. ARTICLE II The principal office of die Corporation in the Virgin Islands is located at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands, 00802 and the name of the resident agent of the Corporation is Kellerhals Ferguson LLP, whose maihng 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 Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands. ARTICLE III Without limiting in any manner die scope and generality of the allowable funedons of the Corpoi"tion, it is hereby provided that the Corporadon shall have the following purposes, objects and powers: ^ (1) To engage in any lawful business in the United States Virgin Islands. m or m (2) To enter into and carry out any contracts for or in relation to the foregoing business with any person, firm associadon, corporadon, or government or governmental agency. (3) To conduct its business in the United States Virgin Islands and to have offices within die Uiirted States Virgin Islands. 0 r-i -i r'.i (4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligadons of any kind, to guarantee loans, other types of indebtedness and financing obligadons, and to secure the foregoing by mortgages or other liens upon any and all of die property of every kind of the Corporadon. (5) To do aU and everything necessary, suitable and proper for die accomplishment of any of the purposes or the attainment of any of the objects or die exercise of any of the powers herein set forth, eidier alone or in connection with other firms, individuals, associadons or corporations in the Virgin Islands and 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 EFTA01404503 widi the laws of die Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporations whethei- expressly enumerated herein or not. The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other article of these Articles of Incorporation. I ARTICLE IV The total number of sliarcs of all classes of stock tliat the Corporation is authorized to issue is Ten lliousand (10,000) shares of common stock at 5-01 par value; no preferred stock autliorized. The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars (f 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 2E-19 Estate Caret Bay, St. Thomas, V.I. 00802 31-B Peterborg, St. Thomas, V.I. 00802 2-1 IB St. Joseph & Roscndahl, St. Thomas, V.I. 00802 ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of die affairs of the Corporation, and in further creadon, definition, limitation and regulation of the powers of the Corporation and of its directors an^ stockholders, it is further provided: 0 - , '• The number of directors of the Corporation shall be fixed by, or in the manner provided in, the by-laws, but in no case shall the number be fewer than three (3). I'he directors nefed not be stockholders. . • > 0) In furtherance and not in limitation of the powers conferred by the laws of thq Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (2) EFTA01404504 (0) 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. 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. (b) (c) 2 (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 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 propert)' for this purpose) and for any other purpose of the Corporation. (e) 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 dhectors) 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 tlieir respective participations. (0 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 EFTA01404505 Corporation and on such terms 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 for terms not exceeding five (5) years. (h) 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. (i) 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, participating, optional or other special rights, and quahfications, Umitations or restrictions tl^cof.'as is stated in die resolution or resolutions providing for the issue of such stock adopted; by the Board of Directors and duly filed with die office of the Lt. Governor of the Virion Islands in accordance with Sections 91 and 97, Chapter 1.3, Virgin Islands Code, as the same may be amended from time to time. ' ri cr> ARTICLE VIII 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 wilhng to dispose of the same; and the Corporation shall have diirty (30) days within which to accept same; the Corporation shall notify the stockholder of its election in writing. If accepted by the Corporation, the stockholder shall pronipdy assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, dien the stockholder shall offer die stock to the remaining stockliolders 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 dian 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 Corporation, the stockholder must then repeat the process of offering EFTA01404506 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 reported to the Board of Directors and approved by them. 3 No stockholder shall pledge as collateral for indehtedncss any shares of stock without fust obtaining the written consent of a majority of the disinterested members of the Board of Directors of the Corporation. ARTICLE 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. 'I'he stockholder may cast all votes for a single dhcctor or distribute them among any two or more of diem 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. ARTICLE X Subject to the provisions of Section 71, Tide 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 are 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 dkectors 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 adverse^interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other person '.for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such dhcctor pt dii'ectors or officer or officers be accountable for any gains or profits realized EFTA01404507 thereon. The provisions of this iArticle shall not be construed to invalidate or in any way affect any contract or transaction that would^ othetM^ise be valid under law. ARTICLE XI (a) 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 dkector, officer, employee, or agent of another corporation, partnership, joint venture, trust, 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 be in or not opposed to the best interests of the Corporation; and (2) witli respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. 4 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 whicli 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 tliat his conduct was unlawful. (b) 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 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: (1) in good faith; and (2) in a manner he or she reasonably believed to be in or not opposed to the EFTA01404508 best interests of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his ot- 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 otlicrwise in defense of any action, suit, or proceeding referred to in subparagr:jphs (a) and (b), or in defense of any claim, issue, or matter therin, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in conneetton therewith. (d) Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that he or shc.had met the applicable standard of conduct set fortli in subparagraphs (a) and (b). Such determination 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. Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by die Corporation in advance of tlic final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undcrtalting by or on behalf of the dkector, 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 audiorized in diis article. (f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeldng indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in EFTA01404509 another capacity while holding such office, and shall continue as to a person who has ceased to be a (e) 5 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 of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him 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. ARTICLE XII The Corporation reseives 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. D5 0 C'.' cr.i c:" 00 T CT> [signature page follows] 6 IN WITNESS WHEREOF, we have hereunto subscribed our names this 17tli day of November, 2011. c: c Erika A. Kellerlii^, Inc lorator 7 (jiegory 3. Ferguso^ Incorporator EFTA01404510 > A i Brett Geary, Incorporator 0 'I'ERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND ST. JOHN The foregoing instrument was acknowledged before me tliis 17th day of November. 2011, by Erika A. Kcllerhals, Gregory J. Ferguson, and Brett Geary. Ha [ . rql"taiy Public GINA MARIE BRYAN NOTARY PUBLIC NP 069-09 COMMISSION EXPIRES 09/28/2013 ST. THOMAS/ST, JOHN, IJSVI 0 0 :j <1:3 CO .rr- cn 7 EFTA01404511