EFTA01344362.pdf

09/29/2003 12:28 340-774-2030 PALL. PiefFNAN PC Pat 04 Articles of incorporation Page 4 Ena Simon 146-100 Anna's Retreat SL Thomas, Virgin Islands Mary R. Weber 22-18 Mandahl St. Thomas, Virgin Islands ARTICLE VI The corporation is to have perpetual exis tence. The corporation is to be unlimited in be subject. the amount of indebtedness to which it shall at any time ARTICLE Y111 For the management of the business and in further creation, definition, limitatio for the conduct of the affairs of the corp n, and regulation of the powers of the oration, and directors and stockholders, it is further prov corporation and of its ided: I. The number of directors of the corp oration shall be fixed by, or in the provided in the By-Laws, but in no case manner shall the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virg Islands. and subject at all times to the in provisions thereof, the Board of Director expressly authorized and empowered: s is a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alte r and repeal By-Laws, not inconsistent with any existing law, fixing or alte ring the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations oftbe to include therein such provision corporation, secured and unsecured, s as to redeemability, . convertibility or CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0029729 A SDNY_GM_00175913 EFTA01344362