EFTA Document EFTA01481201

ARTICLES OF ORGANIZATION OF COpv. SOUTHERN FINANCIAL, LLC I, the undersigned natural person of the age of eighteen years or more, acting as organizer of a Iiniited liability company under the Uniform Limited Liability Company Act, Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liability 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 The name and address of the limited liability c.ini_-)any shall be Southern Financial, LLC (the "Company"); 9100 Port of Sale Mall, Suite 15. St. Thomas, U.S. Virgin Islands 00802. The physical address and mailing address of the Company are the same. Principal Office CD 0 The principal office and permanent address for the transaction of businOs orthe many shall be the address stated in Paragraph 1 of these Articles as the physical addreWs the Company. Cri tZrri Resident Agent and 'Office ) -6 rrl The t nailing address of the Company's initial designated office is 9100 Porf SW Mnau, Suite " r 15, St. Thomas, U.S. Virgin Islands 00802. , The physical address of the Company's initial designated office is 9100 Port of Sale 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 are identical. EFTA01481201 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 Linuted Company Act and the other laws of the U.S. Virgin "Islands. The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, 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 shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ORGANIZER ARTICLE FOUR r-N) C-3 The name and address of the organizer of this Company is: 1:) Greg J. Ferguson Mailing Address: 9100 Port of Sale Mall,r,Suitff.:)1 St. (.7) Mall,-Siuite_-:21.5" St. Thomas, U,S. Virgin Islands 00802 Physical Address: 9100 Port of Sale Thomas, U.S. Virgin Islands 00802 : ARTICLE EFTA01481202 FIVE IL) MANAGEMENT The Company shall be manager-managed. The initial manager of the Company 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. Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (i) a breach of a manager's duty of loyalty to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the EFTA01481203 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 LIABILITY 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, sentence, paragraph, or provision of these Articles of anization is held to be void or illegal, then it shall not impair or affect the balance ofephesi;ArticIes, and the undersigned Organizer of the Company does hereby declare that he lAi.oulFtlial.f.Eisigned and executed the balance of these Articles without such void or illegal provisinsl 7) :0 pv) 0-) '7) rn <7.) - z:) 111 -- 1 EFTA01481204 [signature page follows] IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the Company this 25th day of February, 2013. /Greg I. Ferguson r•-•-.1 0 ---1 --7-i ---i IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS „ EFTA01481205 r-,: 7.:) UNITED STATES OF AMERICA ).,3 no rri )-- Cu --- . BEFORE ME, the undersigned authority, on this 25th day of February; 20.13, pEuWally appeared Greg J. Ferguson, who, being by me first duly sworn, declared that his i* rson who signed the foregoing document as the Organizer of the Company ancicithate statements contained in these Articles of Organization are true. .' co Notary Public in ai\d for the Territory of the United States Virgin Islands My commission expires: Brett A. Gtllry Notary l'ublic NP-124-11 St. lburnas Si. John. USVI My Commission Expires: 12ccinlacr 21, 2015 EFTA01481206 Corp No. 583164 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES 0 CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE 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. EFTA01481207 GREGORY. R. FRANCIS Lieutenant Governor of the Virgin Islands FORM - RACA12 THE UNITED OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This writing witnesseth that I. the undersigned Bus 'Hss Basics VI, LLC having been designated by Southern Firiancai. LLC 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 Lined States Virgin Islands, do hereby consent to act as such agent and that service of process may be made upon me in accordance with EFTA01481208 Title 13, Virgin Islands Code, IN WITNESS WHEREOF, I hove hereunto set my signature this day of 25th 2013 I DECLARE, UNDER PENALTY OF PERJURY, UNDER THE LAWS OF DIE UNITED STATES VIRGIN ISLANDS, THAT ALL STATEMENTS CONTAINED IN ciiii-Dpiic.i. ANqNY ACCOLLPANYING DOCUMENTS, ARE TRUE AND CORRECT. WITH FULL KNOWLEDGE THAT ALL STATEMENTS MADE IN MS APPLICATION ARE SUBJECT TCFTWC.ISTIGON AND THAI ANT FALSE OR DISHONEST ANSWER TO ANY QUESTION MAY RE GROUNDS FOR DENIAL OR SUBSEQUENT Ry/OCATION OF REGISTRARM. CLI IF- c..ri .< r.0 c., I 11 SIGNATURE OF RIDENIDA DAYTIME CONTACT NUMBER 340.779.2564 i rr 1 MAILING ADDRESS 91.00 Port of Sale Mall, Ste 15, St. Thomas, \54;00802 PHYSICAL ADDRESS .9100 Port of Sale Mall, Ste 15, St. Thomas, VI 00802 EFTA01481209 NOTARY ACKNOWLEDGEMENT Subscribed and sworn to before me this of • • • • •• Brett A. Geary Noic Notary Public b:1'• I 2-1.1 1 St. Thomas I Si. John. USV1 My Commispr:,Expires My Commission Elpitcs: Doccrnbor 21. 2015 V2GNsOi's0EsDB071310POOtIP.00VtU43.E6.7 CiDF 41milIANEDVO :EM: 601e., C the U.S. %Wm Watt 2314 Rropprindsms 600 Char lute Ut vow p4TE: .02/2513 V1MEt 1:*:0E CLERK: f.christc DEPT; Mimi?. CUSTOMS; 0 cahnElli 211Eit t.1X fgot .!ntiff ii17JUNr rAT:12 ALDO EFTA01481210 PAP PT: SOt'i4EP4FCJ PAYMENT METH: .:HECK 1134 REFERENCE: ANT TENDERED: 300.00 a177 WRIER: 300.00 tOkNGE: .00 CLIDOCS Tracking ID 04262013469878 Submitted By: MARIA R ONOYA (U206900) Document Codes: 898 Effective Date: 03/11/2013 Comment: ECI Numbers: Account Numbers: EFTA01481211