EFTA01404463.pdf

EFTA01404463 EFTA01404464 EFTA01404465 EFTA01404466 EFTA01404467 EFTA01404468 EFTA01404469 EFTA01404470 EFTA01404471 EFTA01404472 EFTA01404473 EFTA01404474 EFTA01404475 CorpNo. GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES ■ CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE M Tgo ^Ijom tgjieste ^rcsfcntiet I, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certify that I am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper officer to execute this certificate. I further certify that the records of this office disclose that SOUTHERN FINANCIAL, LLC Limited Liability Company was duly registered to conduct business in the Territory on February 25, 2013 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 27th day of February, 2013. GREHORY R. FRANCIS Lieutenant Governor of the Virgin Islands ARTICLFS OF ORGANIZATION OF SOUTHERN FINANCIAL, LLC I, the undersigned natural person of the age of eighteen years or more, actiirg as organizer of a limited hability company under the Uniform Liinited Liability Compairy Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liabilit)' Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: ARTICLE ONE NAME, ADDRESS AND PRINCIPAL OFFICE Name and Address 1. The name and address of the limited liabilih- company shall be Southern Financial, LLC (the "Company"), 9100 Port of Sale Mall, Suite 15, 5t. Thomas, U.S. Virgin Islands 00802. The physical address and mailing address of the Company are the same. EFTA01404476 Principal Office 2. The principal office and permanent address for the transaction of business of the ^flip shall be the address stated in Paragraph 1 of these Articles as the physical alidress 'pf Company. , ' o T< ' r'0 a rn ; ''1 o I'-i CJ. > 0 any the •( Resident Agent and Office o> ' "'ll iesignated office is 9100 Porf df SiTe Mall, Suite Ji ..r: 3. The mailing address of tire Company's iiritiai aes 15, St. Thomas, U.S. Virgin Islands 00802. to The physical address of the Company's initial desigirated office is 9100 Port of Sale Mail, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The name of its initial resident agent at such address is Business Basics VI, LLC. The business address of the resident agent and the address of the designated office identical, are ARTICLE TWO PURPOSE The purpose for which the Company is organized is to engage in any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin Isiands. The foregoing paragraph shall be conslrued as armineratiirg both objects and purposes of tlris Comparry, and it is hereby expressly provided that the foregoing numeration of specific purposes shall not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shah be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. EFTA01404477 ARTICLE FOUR ORGANIZER 0 0 The name and address of the organizer of this Company is: 'H ;o mmV.I Mailing Address: 9100 Port of Sale MalhrSuits$lI^ St. 'Ihomas, U.S. Virgin Islands 00802 5 ^ ' f S •-0 m Greg J. Ferguson C..> r.TT.') Physical Address: 9100 Port of Sale Mull/'"ite-"Si? St. Thomas, U.S. Virgin Islands 00802 ' ' ' fii 0' i.0 ARTICLE FIVE MANAGEMENT The Company shall be manager-managed. The u-drial manager of the Comparry shall be Jeffrey Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of Sale Mall, Suite 15, St. Tlromas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Comparry shall begin busiiress with capital in the amouirt of One Thousarrd United States Dollars (US $1,000,00). ARTICLE SEVEN LIMITATION OF LIABILITY No marrager of the Comparry shall be liable to the Company or its members for monetary damages for an act or air omission hr such manager's capacity as a member, except for liability of a marrager for (i) a breach of a mairager's duty ox loyalty to the Company or its members, (ii) an act or omissioir, not in good faitlr, that constitutes a breach of duty of a marrager to the Comparry or an act or omission that involves intentional misconduct or a kirowhrg violatioir of the law, (iii) a transaction from which a marrager received an improper benefit, whether or not the benefit resulted from an actioir taken witlrin tire scope of the mairager's positioir, or (iv) air EFTA01404478 act or omissioir for which the liability of a marrager is expressly provided for by an applicable 2 statute. If the Uniform Liiuited Liability Company Act or other applicable law is amended to authorize action furtirer eliminating or limiting the liability of managers, tlien the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILrrY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subsection (c) of the Uniform limited Liability Company Act. ARTICLE NINE SEVERABILITY If any phrase, clause, semtence, par-agraph, or provision of these Articles of Ckganization is held to be void or illegal, then it shall not impair or affect the balance ohihes^'^Articles, and tire • undersigned Orgairizer of the Compairy does hereby declare that he . w.oul.d;:Ira'v(fi^ signed and executed the balance of tlrese Articles without such void or illegal provisidns.c'-' cj-r El< 0 ii i-n I—k o o-> I...^ m •r ;:x> I -m! ”r" -r CO [signature page follows] 3 IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company diis 25th day of February, 2013. EFTA01404479 .'u'Creg J. Ferguson rv,'> c;.) p to 0 r" -n IN THE TERRITORY OF THE UNITED STATF3 VIRGIN ISLANDS UNITED STATES OF AMERICA J -V', :xf 0 " cn < BEFORE ME, the undersigned authority, on this 25th day of February; 201S, pex'^nally appeared Greg J. Ferguson, who, beiirg by me first duly sworn, declared that he"^is tS^ fi^rson who signed the foregoing document as tire Organizer of the Comparry and<;!- lhat!rfl^e staitements contained in these Articles of Orgairization are true. / ;:.1 "r. Notary Public m arid for the Tei:fitory of the United States Vu-gin Islands My commission expires: U Brett A, Geary Notary I'ublic NM2a-ll St. Thomas / St. John. USVI MyCommission Expires; 13socmbcr21, 2015 4 FORM ■ RACA12 The United STAtES V:?gin Islands OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS Sires RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS EFTA01404480 Business Basics VI, LLC This writing witnesseth that I, the undersigned Southern Financiai. LLC having been designated by as resident agent of said company, upon whom service of process may be made in all suits arising against said company in the Courts of the Unired States Virgin Islands, do hereby consent to act as such agent and that service of process may be made upon me in accordance with Title 13, Virgin Islands Code. 25th IN WITNESS WHEREOF, I have hereunto set my signature this rebruary 2013 day of ro c=:) 0 CO 0 I DECIARE, UNDER PENALTY OF PERJURY. UNDER THE LAWS OF THE UNITED STATES VIRGIN 'StANOS. THAT ALL STATEMENTS CONTAINED IN THIS^A^PIICAITO^. AnB ANY ACCOMPANYING DOCUMENTS, ARE TRUE AND CORRECT, WITH FULL KNOV/LEDGE THAT ALL STATEMENTS MADE IN THIS APPLICATION ARE SUVjECI TcTlM^fESTIG^TfoN AND THAI ANY FALSE OR DISHONEST ANSWER TO ANY QUESTION MAY D£ GROUNDS FOR DENIAL OR SUBSEQUENT REVOCATION OF REGISTRATTON. -jj ' o cn < ' ...-'TSi. m *. SIGNATURE OF REStDENPAGetiTil^^ li! cci in n, "I DAYTIME CONTACT NUMBER . St. Thomas, W00802 St. Thomas, VI 00802 PHYSICAL ADDRESS EFTA01404481 EMAIL ADDRESS NOTARY ACKNOWLEDGEMENT Subscribed and sworn to before me this day of at i\ ev /• Notary Public Brett A. Geary Nolnry Public Nl'-i:4-ll Si. I boiiv.is / SI. John, USVI My Commission Hupircs: IX'cambor 21 V My Commis^i0T Expires ,201s a IRS DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 02-28-2013 Employer Identification Number: Form: SS-4 Number of this notice: CP 575 G SOUTHERN FINANCIAL LLC % SOUTHERN TRUST COMPANY INC SOLE M 9100 PORT OP SALE MALL STE 15 ST THOMAS, VI 00802 For assistance you may call us at: IP YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assi ned ou EIN . 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 EFTA01404482 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. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is SOUT. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. (IRS USE ONLY) 575G 02-28-2013 sour 0 9999999999 SS-4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. EFTA01404483 CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 02-28-2013 EMPLOYER IDENTIFICATION NUMBER: NOBOD FORM: SS-4 1 INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 SOUTHERN FINANCIAL LLC % SOUTHERN TRUST COMPANY INC SOLE M ST THOMAS, VI 00802 OPERATING AGREEMENT OF SOUTHERN FINANCIAL, LLC A U.S. Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of February 26, 2013, by Southern Trust Company, Inc. (hereinafter referred to as "Sole Member"), with a business address is 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgm Islands 00802, and which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the "Company") pursuant to the U.S. Virgin Islands Unifoim Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION! ORGANIZATION & FORMATION Ai Formation. The Company has been organized as a U.S. Vhgin Islands Limited Liability Company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on Febmary 25,2013^ as required by the Act. B. Name. The name of the Company shall be "Southern Financial, LLC". The Company upon proper notice and filing with the Office of the Lieutenant Governor of the U.S , Virgin Islands may conduct its business under one or more assumed names. C. Pmposes. The purpose of the Company is to operate any lawful business or to effectuate any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act. D. Duration. The Company shall continue in existence perpetually, beginning EFTA01404484 on the date of filing of the Articles, unless terminated by law or dissolved and terminated. E. Registered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, LLC, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, B3, St. Thomas, U.S, Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. SECTION II CAPITAL STRUCTURE; MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member: Initial Issuance. The Sole Member's. ownership rights in the Company shall be reflected in "Membership Units", as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amovmt of cash, or of the property-in-kind, or both. 1 set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and conhibuted for. The Sole Member may make additional capital contributions at any time and in any amount that it may desire. B, Transfer of Membership Units. The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or in part. The assignment of a Membership Interest does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest and not a substituted member. An assignee of a membership interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights EFTA01404485 and powers, and is subject to all of the restiictions and liabilities of the members, C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION m CAPITAL ACCOUNT A, Capital Account. A capital account ("Capital Account") shall be maintained for the. Sole Member, and any additional member in accordance with the provision of this Article. 1. Increases in Capital Accormt. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(iv)- (d), (e), (f) and (g) and Section 1 704-1(b)(4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of Profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section 1.704-1 (b)(2)(iv). 2 (e) The amount of Company liabilities that are assumed by the members. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money dishdbuted to the members by the Company pursuant to any provision of this Agreement. The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (b) (c) Allocations to the members of Losses. Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to it pursuant to this Agreement, and the members' share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(6) or ai'e EFTA01404486 treated as such expenditmes under Treasury Regulation Section 1.704-1(b)(2)(iv)(i), "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1,704-2. (d) The amount of any liabilities of the members that ai'e assumed by the (e) Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS. A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. B. Distributions. Net cash flow shall be distributed in the following priority, 1. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2, Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. 3 C, Distribution upon Liquidation of the Company. 1. At the termination of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets vrill be distributed in cash to the Sole Member and any dissociated members whose interests have not been previously redeemed first, in dischai- ge of their respective capital interests; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will malce distributions in proportion to the amount of the respective capital interest of the Sole Member and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In General. The Company shall be manager-managed. Jeffrey Epstein shall be the EFTA01404487 initial manager of the Company. The manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. B, Voting of Membership Units. A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIFICATION A. Exculpation of Liability. Unless otherwise provided by law or expressly assumed, the Sole Member shall not be personally liable for the acts, debts or liabilities of the Company. B. Indemnification. 1. Except as otherwise provided in this Section, the Company shall indemnify the manager of the Company and may indemnify any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such person is or was a member, employee or agent of the Company against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if the person acted in good faith, with the cai-e an ordinarily prudent 4 person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of tire Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the Company EFTA01404488 has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection With the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a couil, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This deteimination and evaluation shall be made by a majority vote of the members who are not parties or threatened to be made parties to the action, suit or proceeding (except in the event that there ai'e no members other than the Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regardless of whether or not Jeffiey Epstein is a party or threatened to be made a party to the action, suit or proceeding). SECTION VII LIQUIDATION The Company shall be dissolved, and shall terminate and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Headings. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. Amendment. This Agreement may be amended or revoked at any time, in EFTA01404489 writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. 5 D. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands, IN WITNESS WHEREOF, the Sole Member malces and executes this Operating Agreement on the day and year first written above. WITNESSETH: SOUTHERN TRUST COMP^YtI^TC., Sole Member By: By: lefffey E. EpsteinwPre§iddnt 6 EFTA01404490