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.

ARTICLE I

NAME

The name of said corporation shall be Virgin Islands Professional Charter

Association, Inc., hereinafter called the Corporation.

ARTICLE II

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

ARTICLE III

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 following:

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

(including discounts).

❖ 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.

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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.)

ARTICLE IV

DURATION

The Corporation shall commence upon filing of these Articles. The duration of the

Corporation shall be perpetual.

ARTICLE V

INCORPORATORS

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

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ARTICLE VI

MANAGEMENT

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.

ARTICLE VII

MEMBERS

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.

ARTICLE VIII

Bylaws

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.

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ARTICLE IX

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

Corporation.

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.

ARTICLE X

AMENDMENT OF ARTICLES

These Articles may be amended by a two-thirds vote of the members comprising the

membership.

ARTICLE XI

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.

ARTICLE XII

INDEBTEDNESS

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 ).

ARTICLE XIII

INDEMNIFICATION

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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.