EFTA01359515.pdf

ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For themanagement of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors, it is Anther provided: (I) 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 less than three (unless the General Corporation Law is amended to allow a lower number). The directors need not be stockholders, (2) In thrtheranco and notin limitation of the powers conferred bythe laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make and adopt 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. (b) To authorize and them 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. (c) 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 he declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. (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 property for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pension, thrift and other types ofinceutive, compensation or rothanont plans for the officers and employees (including CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047598 CONFIDENTIAL SDNY_GM_00193782 EFTA01359515