EFTA01265913.pdf

THE WM) StiatS Wata WPCS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens Code 1105 King Street Chan:Oe Pinola Wgin Maxis 00802 CMslonsted, Wgin Wongs 63820 Phone • 340.776.8515 Phone - 340.773.6449 Fax - 340776.4612 Fox - 340.773.0330 July 9, 2018 CERTIFICATION OF GOOD STANDING This Is to certify that the corporation known as SOUTHERN COUNTRY INTERNATIONAL LTD. Formerly: FINANCIAL STRATEGY GROUP LTD. filed Articles of Incorporation In the Office of the Lieutenant Governor on APRIL 4, 2014 that a Certificate of Incorporation was issued by Lieutenant Governor on SEPTEMBER 10, 2014 authorizing the said corporation to conduct business in the Virgin Islands and the corporation is considered to be in good standing, Denise Jo annes Director, Division of Corporations and Trademarks OilAMM SDNY_GM_00005945 CONFIDENTIAL EFTA_00120008 EFTA01265913 CONFIDENTIAL ---- EFTA,' 201.9 EFTA01265914  &WV GI11_000.60 CONFIDENTIAL 1.7,110120010 EFTA01265915 CONFIDENTIAL --- EFTA,I.1 I EFTA01265916 CONFIDENTIAL ---- EFTA,I20012 EFTA01265917  ARTICLES OF INCORPORATION OF FINANCIAL STRATEGY GROUP, LTD. Ei FILE COPY Vee, rhe undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promotion anti conduct of the objects and purposes hereinafter stated, under the proviaions and subµct to the requirements of the laws of the Virgin Islands of the United Stares (hereinafter called the "Virgin Islands"), and particularly the General Corporation law of the Virgin Islands (Chapter I, Title I3, Virgin Islands Gook), as the same may be amended from tame to tine, 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 STRATEGY GROUP, LTD. ARTICLE II 'the principal office of the Corporation in the Virgin islands is located at 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. N'irgin Islands 00802, and the name of the resident agent of the f orporation, is Ittupiness 13asic s !LC, whose physical and mailing address t. 9100 Port of Sale Mall, Suite IS, Sr. 'Thomas, cf.& Virgin Islands 00802. ARTICLE III Without limiting in any manner the scope and generaliry of the allowable functtons of the7Critporation, and subject to the provisions of Title 9, chapter 25 of the Virgin Islands Code, it is .herein provided that the Corporation shall have the following purposes, objects and powers: (1) 'lb engage in any lawful business in the United States Virgin Islands, including the operation of an international banking entity in accordance with Title 9, chapter 25. (2) To enter into and arty nut any contracts for or in relation to the foregoing business with any person. Finn, association, corporation. 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 nose money ro 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 br mortgages or other liens upon any and all of the property of every kind of the Corporation. (5) To do all and everything necasary, suitable and proper for the accomplishment of any of the purposes of 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 and elsewhere in the Cruted States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connecttxl with the said business, purposes, objects and powers of any part theta)f not inconsistent with the laws of the Virgin Islands, and to exercise any and alt powers now or hereafter conferred by law on business corporations whether expressly enumerated herein or not. SDNY_GM_00005950 CONFIDENTIAL EFTA_00 20013 EFTA01265918  SON,e_._01100.5, CONFIDENTIAL EFIA,12(1014 EFTA01265919 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. ARTICLE IV The total number of shares of all classes of stock that the Corporation is autlionzed to issue is One Million ( I,000,000) shares of common stock at 5.5.00 par value; no preferred stock authorized. the minimum amount of capital with which the Corporation will commence business is Five J lundred Thousand Dollars (5500,000.00). ARTIcLE.y. the names and places of residence of each of the persons forming the Corporation arc as follows NAME RESIDENCE Erika A. Kcllcrhals Brett A. Geary Nicole Miller 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, definition, limitation and regulation of the pOWC.IS of the Corporation and of its direcrori an'sf; stockholders, it is further provided: 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) unless the Corporation has fewer than three shareholders. In this case the number of directors may be equal to the number of shareholders. The directors need not be stockholders. (2) In furtherance and not in limitation of the powers conferred by the 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, adopt and amend the bylaws 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) 'co authorize and issue obligations of the Corporation, secured and unsecured, to include therein such provisions as to redeemabiliry, convertibility or otherwise, as the Board of Directors in its sole discretion may determine, and to authorize the mortgaging or pledging of, and co authorize and cause to he executed mortgages and liens upon any property of the Corporation, real or personal, including after acquired property. 2 SDNY_GM_00005952 CONFIDENTIAL EFTA 00120015 EFTA01265920 CONFIDENTIAL ---- EFTA 00120016 EFTA01265921  (c) To determine whether stir and, if am, 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 (0 the stockholders, and ro direct and determine the use and disposition thereof. (L) In 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, impmeements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of teal and personal property for this purpose) and fur any other purpose of the Corporarion. (e) To establish bonus, profit sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and empknees (including officers and employees who arc 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 hinds or otherwise to he devoted thereto, and to determine the persons to participate in any such plans and the amounts of their 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 Corporation and on such terms and conditions as the Board of Directors may from time to time determine. To enter into contracts for the management of the business of the Corporation for4OMIS not exceeding five (5) years. (h) Tti exercise all the powers of the Corporation, except such as arc conferred by law,-k by:- these Articles of Incorporation or by the bylaws of the Corporation - upon—the stockholders. •-• (I) To issue such classes of stock and series within any class of stack with such-.4-sdue-end voting powers and with such designations, preferences and relative, participating, opikinal or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stuck adopted by the Bond of Directors and duly filed with the office of the I.e. Governor of the Virgin Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from lime to time. ARTICLE VIII No stockholder shall pledge as collateral for indebtedness any shares of stock without fint obtaining the written consent of a majority of the disinterested members of the Board of 13irectors of the Corporation. ARTICLE IX At all elections of directors, each stockholder shall be entitkd 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 ekction of directors with respect to his or her shares of stock multiplied by the number of directors to br elected. 'The stockholder may cast all votes for a single director or distribute them among any two or more of 3 SDNY_GM_00005954 CONFIDENTIAL EFTA_00120017 EFTA01265922  SONY 0 \1_000051.5 CONFIDENTIAL EFT/1,120018 EFTA01265923 them as he or she mar sec fit. At least ten (1(I) days notice shall be given, however the shareholders arc 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, Title 13, Virgin Islands Code, the Corporation may enter into contracts in 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 sloth 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 arc 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 contact 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 director or directors or officer or officers be accountable fox any gams of profits realized thereon. The provisions of this Article shall not be construed to invalidate or in any way affect any contract or transaction that would otherwise be valid under law. ARTICLE XI (a) 'Ilse Corporation shall indemnify any person who was or is a party or is threatened to be made a ply 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 oc::' the fact that he or she is or was a director, officer, employee, or agent of the Corporation, oils or was serving at the request of the Corporation as a director, officer, employee, or agent, of ann5ber corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurru&•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 Corpotation; and (2) with respect to any criminal action or proceeding, he or she bad no reasonable cause to believe his or her conduct was unlawful termination of any action, sun, 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 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 unhand 4 SDNY_GM_00005956 CONFIDENTIAL EFTA_00 20019 EFTA01265924 CONFIDENTIAL -- --- EFTA,I20020 EFTA01265925  Os) Any indemnification under subparagraph (a) (unless ordered by a court) shall be nude by the Corporation only as authorized in the specific case upon a determination that he or she had met the applicable standard of conduct set forth in subparagraph (a). Such determination shall be made: (1) by the hoard of directors by a majority site 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 kgal counsel in a written opinion; or (3) by the stockholders. (c) Rxpenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the f:orponnion 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. (d) 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, both 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 be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. (c) The Corporation shall have power to purchase and maintain insurance on behalf of ant' psliision who ts or was a director, officer, employee, or agent of the Corporation, or is or was serving at di 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 hint or her in any such capacity, or arising out of his or her status as such, whether or not the Ckirporation would have the power to indemnify him or her against such liabibry under the provisions of this Article. ARTICLE XII The Corporation resents the tight to amend, alter or repeal any of the provisions of these Articles of Ineorporntitm and to add or insert other provisions authorized by the laws of the \'irgin Islands in the manner and at the time prescnbed by said laws, and till rights at any time conferred upon the hoard of Directors and the stockholders by these Articles of Incorporation arc granted subject to the provisions of this Article. S SDNY_GM_00005958 CONFIDENTIAL EFTA_00 2002 I EFTA01265926 CONFIDENTIAL ---- EFT,001.22 EFTA01265927  IN wriNuss vniv.avnr, we hare ketterse boliscribcd rrur 112111Ct• rhn Srd tla of .\ pril, 21)14. - Katehds, Inai raten. Nirim-11 Gary. rotor Nicole Miller, Inca:pompt TERRITORY OF THIt STATES YIRCTIN rsLANos ) !Mala OF St THOMAS AND ST. JOHN Tbc Foregoing instrument was acknowledged before mc ibis :ird dec of April, 2014, by Erika A. Kellerbals. Breit .1. Geram and Nicole Aller. RINA MARIE BRYAN NOTART PUBLIC NP-76.43 COMMIRRONEEPIRES ~07 ST. TROMAS/ST. JOON, US%1 6 SDNYGM 00005960 CONFIDENTIAL EFTA_00120023 EFTA01265928 CONFIDENTIAL -- --- EFTA,I.20 EFTA01265929  FORM - RACA12 IND thilth SIMS View SWIM OFFICE OF THE LIEUTENANT GOVERNOR DIVISION Of CORPORATIONS AND TRADEMARKS tiji FILE Copy RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This writing witnesseth that I. the undersigned Business Basics VI, LLC having been designated by Financial Strategy Group, Ltd. as resident agent of said company. upon whom service of weans may be mode In at suits arising against sod company In the Courts of the UNIed Stoles Virgin blonds, do hereby consent to act os such agent and that service of process may be mode upon me in acCordonCe with Rile )3, \Coven Islands Code. IN wITNESS WHEREOF. I have hereunto sel my signature . the 3rd day er April 2014 Watt WOO MOM DI WARM MSS DO IANII 01110 OS I KAI AU 110110010 Ceara. PO INS APILICAII091 IY Aar ACCOAPASTAC DOC101001, A• MI AND C0900. VS FRI 11141 ALL is WPCS' Y 101•010 AND MAI AR IMJII 09 90010401( AMON NY 0909/09 MAT It Jog ems Of NATURE OF R CENT AGM? DAYTIME s Aci N e _ 9100 Port o Sale Mall, Ste 15, St. Thomas, VI 00802 mAILINg ADDREZ 9100 Port of Sale Mall, Ste 15, St. Thomas, VI 00802 PHYSICAL ADDRESS Ewa ADDRESS [email protected] NOTARY ACKNOWLEDGE/1FM Subscribed old sworn to before me INs ir d day al Ainil 14 ST. Thomas Rnrr A. Geary Pay Nile( M. nail S. a 1.15V1 -kt)1 2 I My COMMitilal My CollisioamioEvils 0909•0•121, iIS SDNY_GM_00005962 CONFIDENTIAL EFTA_00120025 EFTA01265930 CONFIDENTIAL ---- EFTA,I.2fi EFTA01265931  AMENDMENT TO THE ARTICLES OF INCORPORATION OF FINANCIAL STRATEGY GROUP, LTD. FILL': We, the undersigned, do hereby adopt the following amendments to the Articles of Incorporation of Financial Strategy Group, Ltd.: Article I shall be deleted in its entirety and amended to read as follows: ARTICLE I The name of the Corporation (hereinafter referred to as the "Corporation, is SOUTHERN COUNTRY INTBRNAT7ONAL, LTD. *444 Article TV shall be deleted in its entirety and amended to read as follows: ARTICLE W tV The total number of shares of ill classes of stock that the Coq:motion is audios:tied tellAlt is One Hundred Thousand (100,000) shares of common stock at $5.00 par value and One Hundred Thousand (100,000) shares of preferred stock at $1.00 par value with an 8V. coupon. The miniznuto amount of capital with which the Corporation will commence business is One Hundred Thousand Dollars ($100,000). (signature page follows] SDNY_GM_00005964 CONFIDENTIAL EFTA_00120027 EFTA01265932 CONFIDENTIAL --- EFTA,' 28 EFTA01265933 lti WI'l EOF, we have our names this S day of March, 2015. Jeffrey FI Epstein, Pr Richard Kahn, Treasurer TERRITORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS AND ST. JOHN The foregoing inatrument was acknowledged before me this 15aiday of March, 2015, by Jellfreyi. STATE OF COUNTY OF NEW YORK in The foregoing instrument was ackoowkdged before mc this IS day of March, 2015, by Darren K. Indyke and Richard Kahn. MAIRt AVDIi ROSARY PUBLIC-11A71 OF MfW YORK Mo. OMYÖKIZTIO eloalesd ti Inctinond County Sy Conotsdoe Ixpou Oelobot IF. EMI 2 SDNY_GM_00005966 CONFIDENTIAL EFTA_00 I 20029 EFTA01265934 CONFIDENTIAL ------ EFTA 0012003; EFTA01265935  GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -o- CHARLOTTE AMALIE, ST. THOMAS, VI 00802 I To Whom These Presents Shall Come: I I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL STRATEGY GROUP, LTD- a Virgin lalaruils corporation, filed in the Office of the Lieutenant Governor on March 25. 2015 as provided for by law, Certificate of Amendment Articles of Incorporation, duly acknowledged; changing its name to SOUTHERN COUNTRY INTERNATIONAL LID. 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 13th day of May, A.D. 2015. OSBERT E. POTTER Lieutenant Governor of the Virgin Islands SDNY_GM_00005968 CONFIDENTIAL EFTA 00120031 EFTA01265936 CONFIDENTIAL EFTA,1.32 EFTA01265937  GOVERNIAENT OF TIE VING/N ISLANDS OF THE UNIT!D !MATES — I— CHARLOTTE AMALIE, ST. THOMAS C ilia All Ca lithassz Ant crumb aliptll Cam= 1 1, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL STRATEGY GROUP. LTD, of the Virgin Islands filed in my office on March 25, 2015 as provided for by law, Amended Articles of Incorporation, duly acimowledged; and that a duplicate original thereof has been filed in the Office of the Clerk of the District Court of the Virgin Islands; WHEREFORE the said Amended Articles are hereby declared to have been duly recorded in this Office on the date aforesaid, and to be in full force and effect from that date. Witness my hand and Seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 13th day of May 2015. OSBERT E. POTTER Lieutenant Governor for the Virgin Islands SDNY_GM_00005970 CONFIDENTIAL EFTA_00120033 EFTA01265938 CONFIDENTIAL ---- EFTA,120034 EFTA01265939  BYLAWS OF FINANCIAL STRATEGY GROUP, LTD. ARTICLE I - OFFICES The principal office of FINANCIAL STRATEGY GROUP, LW. ("PSG') in the US. Virgin Islands 'hall be located and maintained In Sc. Thomas, U.S. Virgin Islands, as designated it the Articles of Incorporation or s t such location in the U.S. Viten Island, as may be changed from time to time at the discretion of the Board of Directors. FSG may also maintain an additional office or offices at such other places within the US. Yalta Islands as the Board of Directs= may, from dine to time, designate. ART7fILF II - MEFTIKG OF IlikREHOLTWRS lesfioatnannualleirsfinet The annual meeting of the shareholders of FSG shall be held each year as shall be specified a the notice thereof or executed waiver of notice thereof weed to by the shareholders, for the purpose of electing directors and transacting such other business as may peopecly come before the meeting. A complete list of all shareholders entitled to vote at annual shareholders meetings shall be prepared by the Secretary and made available for inspection at said meetings. Section 2 - Spesialittessfam Special meetings of the shareholders may be called at any time by the Hoard of Directors or by the Preeidene, and shall be colltd by the President or the Secretary at the written request of the holden of s majority of the shares then outstmeling and entitled to vote thereat, or as otherwise :rquircd under the provisions of Tide 13 of the Virgin Islands Code, Sections 1-453, as they rmy be from time m time amended. Seeactai=rIlessafxstanset Al) meetings of shareholders shall be held in the U.S. Vitgin Islands at the principal office of FSG, oe at such other places as shall be designated in the notices of such meetings oc waivers of notice of such meetings and may be held telephonically. of Mr►t (a) Except as otherwise provided by Status, written notice of each meeting of shareholder, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mad, not less than ten (10) not more than fifty (S0) days before the meeting upon each shareholder of record entitled to vote at such meeting, or the shareholder's designated agent, and to any other shareholder to whom the giving of notice may be required by kw. Notice of s special meeting shall also state the purpose or purposes for which the meeting is called, and shall intricate that it is being issued by, or at the direction of, the person or person* tailing the meeting. g at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the applicable provisions of Viqgin Islands Code, the notice of such meeting ►hall include a statement of that purse and to that effect If mailed, such notice shall be directed to each such shareholder at the shareholder's address, se it appears on the moat* of the shay hoiden of FSG, wallas he or she shall have previously filed with the Secretary of FSG a writ= I SDNY_GM_00005972 CONFIDENTIAL EFTA_00120035 EFTA01265940 CONFIDENTIAL ----- EFTA,I20036 EFTA01265941  request that notices intended for the shareholder be mailed to the shareholders' agent and/or tome other address, in which use, it shall be nailed to the person and &ideas designated in such request (b) Notice of any meeting need not be grant to any person who may become a slum/trader of record after the milling of such notice and prior to the meeting nor to any shareholder who attends such meeting in person or by proxy, nor to any shareholder who, in person or by proxy, submits s signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. (c) Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any section of this Article, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been melded to vote upon the action if suds meeting were hdd, shall consent in wilting to such corporate anion being taken. (d) VT/henna any notice whatsoever is required to be given under the provisions of this Article, or under the provisions of the Articles of Incorporation of PSG (such Articles of Inceaporation and any amendments thereof being herein collectively referred to as the "Artie/es"), swayer thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated in said notice, shall be deemed equivalent thereto. Fiection 5 - Quorum: Except as otherwise provided herein, or by the applicable provisions of the Virgin Islands Code, or in the Articles, at all meetings of shareholders of FSG, the presence at the commencement of such meetings in pason or by pray of any number of shareholders holding of record a majority of the tout number of shares of FSG dun issued and outstanding and entided to vote shall be necessary and suffident to constitute a quorum fns the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of ■ quorum, after a quorum has been established at such meeting. version 6 — Voting:. (a) Except as otherwise provided by applicable provision of the Virgin Wands Code or by the Articles, any corporate action to be taken by vote of the shareholders shall be authorized by s majority of votes east at a meeting of shareholders by the holden of shares entitled to vote thereon. (b) Except as otherwise provided by applicable provision of the Virgin Islands Code or by the Articles, at each meeting of shareholders, each holder of record of stock of FSG entitled to vote thereat shall be entitled to one vote for each shut of stock registered in his or her name on the books of FSG. (c) Each dureholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorising such proxy to act shall have been esecuted in writing by the shareholder or the shareholder's attorney in fact thereunto duly authorized in writing. No proxy shall be valid after expiration of eleven I) months from the date of its execution, unless the person aerating fame directs in said proxy that it shall continue in force foes longer period of time. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of FSG. (d) Shares registered in the name of another corporation, if entitled to be voted, may be voted by the President or a proxy appointed by the President of such other corporation, unless some other person has been appointed to vote such shares pursuant to a by-law or a resolution of the board of directors of such other corporation, in which case such person may vote such sham Any fiduciary may vote shares registered in the came of such corporation es such fiduciary, either in person or by proxy. 2 SDNY_GM_00005974 CONFIDENTIAL EFTA_00120037 EFTA01265942 CONFIDENTIAL ---- EFTA,I.38 EFTA01265943  (e) Any resolution in writing, signed by all the shareholders entitled to vote thereon, shall be sad constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at s duly called meeting of shiabolden of such resolution so signed and shill be inserted in the Minute Book of FSG under its proper date. ARTICLE III - BOARD OF DIRPCTORe gettion — Number. On:Etienne:4 Election and Term ofDtketa (a) The number of Directors of PSG shall be three (3) unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall in no event be las than three (3). (b) Except as may otherwise be provided herein or in the Articles, the members of the Board of Directors of FSG, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holden of shares, present in person or by peony, entitled to vote in the election. (c) Each Director shall hold office until the annual meeting of the shareholders next succeeding his or her election, and until his or her successor is elected and qualified, or until his or her prior death, resignation or rcmovaL Section 2 — Duties and Porn; The Board of Directors shall be responsible for die control and onnaganent of the affairs, property and interests of FSG, and may exacise all powers of FSG, acept as are in the Articles or by applicable provisions of the Virgin islands Code expressly conferred upon or reserved to the shareholders Seetin 3 — A In .itiamilegoiailectPapskipticsa: (a) A regular annual meeting of the Board of Directors shall be held immediately following the anneal meeting of the shareholders. at a place of such annual meeting of shareholdas. (b) The Board of Directors, from time to time, may provide for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof (c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each Director who shall not have been present at the meeting at which such action was taken within the time limit, and in the manner act forth in paragraph (b), Section 4 of this Article lit, with respect to the special meetings, unless such notice shall be waived in the manna set forth in paragraph (c) of such Section 4. kaion 4— Special Mee dngr Isioirrre (a) Special meetings of the Board of Directors shall be called by the President or by one of the Directors, it such tine and place as may be specified in the respective notices or waivers of notice thereof (b) Except as otherwise required by the applicable provisior.s of the Virgin Isbuids Code, notice of spedol meetings shall be mailed directly to each Director, addressed to the Director at his or ha residence or usual place of business, at last three (3) days before the day on ranch the meeting is to be held, or shall be sent to the Director at such place by ficaimile or email, or shall be delivered to him or ha pt nandly or given to bins 3 SONY_GM_00005976 CONFIDENTIAL EFTA_00120039 EFTA01265944 CONFIDENTIAL ---- EFTA,I20000 EFTA01265945  or her orally, not later than twenty-four (24) hours before the time at which the meeting is to be held. A notice, or waiver of notice, except as required by Sectioo ft of this Article III, need not specify the purpose of the meeting. (o) Notice of any special meeting shall not be required to be given to any Director who aliall attend me meeting without protesting the lack of notice to the Director rim thereto of at its commencement, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be eve (d) Unleu otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of my committee thereof, may be taken without a meeting if all members of the Board or committee, as the cane may be, consent thereto in writing, and the writing or writings see filed with the minutes of proceedings of the Board, or committee. krainaE-S,Imituan: At all meetings of the Board of Directots, the Chair:nun of the Board, if any and if present, shall preside. If there shall be no Chaimon, or if the Chairman shall be absent, then the President shall preside, and in the President's absence, a Chairman chosen by the Directors shall preside. Section 6 — Quorum and Adjournments: (a) At all meetings of the Board of Directors the presence of a majority of the entire Board dun be necessary and sufficient to constitute • quorum for the transaction of business, except as otherwise provided by law, by the Articles, or by these Bylaws. (b) A majority of the Direct= present at the time and place of any regular or special meting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present Section 7 — Manner of Acting; (a) At all meetings of the Board of Directors, each Director present shall have one vote, irrespective of the number of shares of if any, which the Director may hold. (b) Except as otherwise provided by applicable provisions of the Virgin Wends Code, by the Articles, oc by these Bylaws, the action of a majority of the Directors present at any meeting at which a quorum is present shall he the act of the Beard of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof, -which action is authorized, in writing, by all of the Directors entided to vote thereon and filed with the Minutes of the proceedings of the Board or the committee shall be the act of the Board of Directors or the committee as the case rosy be, with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or the committee Section g —Ilacanclui Any vacancy in the Board of Directors canning by reason of any income in the number of Directors, or by reason of the death, resignation, disqualifications removal (unless a vacuicy created by the removal of s Director by the shareholder(*) shall be filled by the shareholder(s) at the meeting at which the removal was effected) or inainity to act of any Director, or otherwise, shall be filled for the unexpired portion of the term by a =jetty vote of the remaining Directors present, though less than a quorum, at any regular meeting or special meeting of the Board of Directors. 4