ARTICLES OF INCORPORATION

OBJECT, PURPOSES AND POWERS

The Association aims to follow the following goals:

  • ARTICLES OF INCORPORATION

    OF

    Virgin 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.

    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.

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    IN WITNESS WHEREOF, we have affixed our names this ____ day of _____________,

    2017 as the Incorporators.

    _________________________________

    Name, Incorporator

    _________________________________

    Name, Incorporator

    __________________________________

    Name, Incorporator

    ACKNOWLEDGEMENT

    TERRITORY OF THE U.S. VIRGIN ISLANDS )

    DISTRICT OF ST. THOMAS/ST. JOHN )

    On this the _____ day of ________________, 2017, before me personally came and

    appeared Donna Romasco, Richard Blankenhorn, and Oriel Marshall, to me known and

    known to me to be the individuals named in and who executed the foregoing Articles of

    Incorporation and who duly acknowledged to me that they executed the same for the

    purposes therein contained.

    IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

    ___________________________________

    Notary Public

    My Commission Expires:

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