EFTA01479909

.04-33-HLCAECI 3 1Ri11? By-Laws Page 2 AR11CLE II SHAREHOLDERS' MEETING SECTION 1. rot il kapetagegg Meetings of the shareholders of the cceporau on shit be held annually at the principal place of business of the corporation in St. Thomas, Virgin Islands, or at such other place within or without the Virgin Islands as the notice of the meeting shall specify, at ten o'clock &M., on the 6th day ofNovember of each year (beginning in the year 1999), if not a legal hortday and if a legal holiday, then oo the day following, for the purpose of electing directors, and for the transience of such other business as may be brought before the meeting. SECTION 2. SzeitMisSIggi Special meetings of the shareholders may be called by the President and Secretary, and shall be ailed by either of them at the request in writing cc by vote of a majority of the Board of Directors, or at the request in writing by shareholders of record owning a majority in amount of the mare capital stock of the corporation issued and outstanding. SECTION 3. row. Written notice of sty shareholders' meting shall be trailed to each shareholder at his tau known address, as the same appears on the stock book of the corporation, or otherwise, at least tea (10) days prior to any meeting and any notice of special meeting shall intlioue briefly the object or objects thereof Nevertheless, if a si rtholder waives notice of the meeting, no notice of the same shall be required to him and %tenant' all the shareholders shall meet in ;VISOR or by proxy, such meeting shall be valid for all purposes, without or notice and at such rowing any corporate action shall nor be invalid for want of notice. SECI1ON 4. °upturn. At any treeing of the shareholders, the hinders of a majority of all the vanes shares of the capital stock of the corporation issued and outstanding, present in person or repreaceted by proxy, shall constitute a quorum. Meetings at which less than goon= is represented may. however, be stowed from time to time to a further date by those who attend, without further notice other than the imnaincement at such meeting and when a quorum shall be present upon any inch adjourned day, Ely business may be transacted which might brie beat transacted at the meeting as originally called. SECTION 5. Magi. Each shareholder shall be entitled to ore (1) vote for each than of voting stock standing registered in his or her name on the books of the corporation, in person or by proxy duly appointed in writing and filed with the Secretary of the meeting. on all questions and elections. No proxy shall be voted after one year from its date unless said proxy provides fora longer period Any resolution in writ& signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such sharehc4das to the effect therein expressed, with the same force and effect Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001917 SDNY_GM_00271115 EFTA01479909