ARTICLES OF INCORPORATION
OBJECT, PURPOSES AND POWERS
The Association aims to follow the following goals:
- ARTICLES OF INCORPORATIONOFVirgin Islands Professional Charter Association, INC.
We, the undersigned, do hereby incorporate ourselves under Chapter 3, Title 13, of
the Virgin Islands Code, relating to non-profit corporations, and hereby adopt the following
Articles of Incorporation.
The name of said corporation shall be Virgin Islands Professional Charter
Association, Inc., hereinafter called the Corporation.
PRINCIPAL OFFICE AND RESIDENT AGENT
The principal place of business of the Corporation shall be:
Physical Address: 6100 Red Hook Quarters, East End, St. Thomas VI 00802
Mailing Address: 6501 Red Hook Plaza, Ste. 201 St. Thomas VI 00802
The resident agent shall be Richard Blankenhorn, whose mailing address is 6501 Red Hook
Plaza, 201 St. Thomas VI 00802 and whose physical address is 6100 Red Hook Quarters,
East End, St. Thomas VI 00802
OBJECT, PURPOSES AND POWERS
Section 1: The Corporation is organized and operated exclusively for one or
more of the purposes specified in Section 501(c)(6) of the Internal Revenue Code of 1986, as
amended, as applicable to the U.S. Virgin Islands (the “Code”) including, but not limited to
The purpose of the organization: To unify, support and further the capabilities of the local
marine industry within the U.S. Virgin Islands by providing training, compliance guidance,
community organization and assisting in the development of industry standards which seek
to foster the continued growth and strength of the charter industry. The Corporation’s
objective is to represent the US Virgin Island's marine industry with one voice promoting
good relationships between marine businesses, marine management companies,
clearinghouses, crew, and the people and governments of the U.S. Virgin Islands and the
British Virgin Islands while advocating a positive reputation locally and internationally.
The Corporation aims to follow the following goals:
❖ To unify and protect the interests of its members while fostering cooperative
relationships between all vessels, marine businesses, crew and the people and the
respective Governments of the Virgin Islands.
❖ To ensure that its members operate within national, local and harbour
regulations ensuring the safety of passengers and crews onboard at all times.
❖ To improve Virgin Island vessels’ professionalism by providing training,
guidance, services and an ethics committee to ensure the interests of the
charterer are upheld.
❖ To provide members a directory pertaining to the local marine industry
❖ To provide members with affordable medical insurance and vessel insurance.
❖ To represent all members at the annual Yacht Show.
❖ To host events as alternate revenue streams.
❖ To promote marine conservation and respect for the culture and environment of
the Virgin Islands.
❖ To provide marine industry career guidance to Virgin Island youths.
To carry out any and all other activities in the U.S. Virgin Islands that may lawfully be carried
out by a U.S. Virgin Islands non-profit corporation incorporated under Chapter 3, Title 13
of the Virgin Islands Code.
Section 2: The Corporation shall not carry on any activities not permitted to be
carried on by a corporation exempt from federal taxation under Section 501(c)(6) of the
Internal Revenue Code.
Section 3: No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directors or trustees, officers or other private
persons, except that the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance
of the purposes of the Corporation. No substantial part of the activities of the corporation
organization shall be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation/organization shall not participate in, or intervene in
(including the publishing or distribution of statements), any political campaign on behalf of
or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation/organization
shall not carry on any other activities not permitted to be carried on (a) by a
corporation/organization exempt from Federal income tax under Section 501(c)(6) of the
Internal Revenue Code (or corresponding section of any future Federal tax code.) or (b) by a
corporation /organization, contribution to which are deductible under Section 170(c)(2) of
the Internal Revenue Code (or corresponding section of any future Federal tax code.)
Section 4: Upon the dissolution of the Corporation, its assets remaining after
payment, or provision for payment of all debts and liabilities of the Corporation, shall be
distributed for one or more exempt purposes within the meaning of Section 501(c)(6) of the
Code or shall be distributed to the federal government, or to a state or local government, for
a public purpose. Such distribution shall be made in accordance with all applicable
provisions of the laws of the U.S. Virgin Islands.
Section 5: However, if the named recipient is not then in existence or no longer
a qualified distributee, or unwilling or unable to accept the distribution, then the assets of
this corporation/organization shall be distributed to a fund, foundation or corporation
organized and operated exclusively for the purposes specified in Section 501(c)(6) of the
Internal Revenue Code, (or corresponding section of any future Federal tax code.)
The Corporation shall commence upon filing of these Articles. The duration of the
Corporation shall be perpetual.
The names and addresses of the persons forming the Corporation are as follows:
Donna Romasco 6100 Red Hook, Suite B2-4 St. Thomas VI 00802
Richard Blankenhorn 6501 Red Hook Plaza, 201 St. Thomas VI 00802
Oriel Marshall 5304 Yacht Haven Grande, Suite 100, St. Thomas VI 00802
The management of the Corporation shall be vested in a Board of Directors and its
officers. The membership of the Board of Directors shall be as established by the Bylaws,
but shall not be fewer than three (3) directors. The Incorporators shall appoint the first
members of the Board of Directors, who are as follows:
President Donna Romasco
Treasurer Richard Blankenhorn
Secretary Jennifer Augspurger
The first Board of Directors shall serve until such time as an election is held by the general
membership to vote for Directors. The Directors so elected shall serve for terms of one (1)
year. The Bylaws shall set out the terms of and requirements for Directors thereafter.
Officers shall be appointed by the Board of Directors and shall serve for terms of one (1)
year. Until such time as the general membership meets to elect a Board of Directors for the
Corporation, the following individuals shall be the initial officers of the Corporation:
President Donna Romasco; Treasurer Richard Blankenhorn; Secretary Jennifer Augspurger.
The membership of the Corporation shall consist of persons who indicate an interest
in the object and purposes of the Corporation. The Board of Directors will set requirements
for membership in the Bylaws, including any dues.
Before transacting any business or acquiring any property, Bylaws shall be adopted
by unanimous consent of the Board of Directors of the Corporation. The Bylaws may be
altered or amended at any annual meeting or at any duly called meeting for that purpose,
provided the notice of the meeting shall set forth the purpose and the proposed amendment
to the Bylaws.
MEETINGS AND OFFICERS
Section 1: The Executive Director will serve as Chairman of the Board of
Directors, and shall assist the president in administering the day-to-day affairs of the
Section 2: Following the annual General Meeting of the Board of Directors, the
Chairman may appoint temporary Committees as may be required properly to conduct the
business of the Corporation.
AMENDMENT OF ARTICLES
These Articles may be amended by a two-thirds vote of the members comprising the
FIRST ANNUAL MEETING
The first annual meeting of the membership of the Corporation shall take place at
such other time and place, as the Chairman shall determine. The Chairman shall notify all
members of the time, date and place of this meeting.
The Corporation may borrow money and apply for and accept credit to accomplish
the objects and purposes of the Corporation.
Subject to resolution or written instrument of consent of the Corporation’s
Directors, the highest amount of indebtedness to which the Corporation shall be at any time
subjected shall be Fifty Thousand Dollars ( $50,000.00 ).
Any person made a party to any action, suit, or proceeding, by reason of the fact that
he or she is or was an officer, director, or employee of the Corporation, shall be indemnified
by the Corporation against the reasonable expenses, including attorneys’ fees, actually and
necessarily incurred by him in connection with the defense of such action, suit or
proceedings, or in connection with any appeal therein, except in relation to matters as to
which it shall be adjudged in such action, suit, or proceeding, or in connection with any
appeal therein that such officer, director, or employee is liable for willful misconduct in the
performance of his duties. The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer, director, or employee may be entitled
apart from the provisions of this Article.
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