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EXHIBIT 3.4
ARTICLES OF INCORPORATION
OF
AETNA EXPORT SALES CORP.
WE, THE UNDERSIGNED, in order to form a corporation pursuant to the
provisions of the Virginia Islands Code, do hereby certify as follows:
FIRST: The name of the corporation is Aetna Export Sales Corp.
SECOND: The Corporation is organized as a corporation for profit and to
be, after making the appropriate elections, a Foreign Sales Corporation as such
term is defined in Subpart C of Part III of Subchapter N of Chapter 1 of the
United States Internal Revenue of 1954, as amended, and Chapter 12, Title 13 of
the Virgin Islands Code. To that end the corporation may engage in any lawful
activity and have any purpose not specifically prohibited to corporations under
the applicable laws of the United States Virgin Islands.
THIRD: The total number of shares which the corporation is authorized to
issue is one thousand (1,000) shares of common stock without par value.
FOURTH: The minimum amount of capital at the commencement of business
shall be One Thousand Dollars ($1,000.00).
FIFTH: The location of the principal office of the corporation shall be at
the Citibank Building, Veterans Drive, Charlotte Amalie, St. Thomas, U.S.
Virgin Islands and the name of the registered agent in charge thereof is
RoyWest Trust Corporation (U.S. Virgin Islands) Limited.
SIXTH: The duration of the corporation is perpetual.
SEVENTH: The By-Laws shall set the number of directors of the corporation
which shall not be less than three.
EIGHTH: The names and residences of the incorporators are as follows:
NAME RESIDENCE
---- ---------
Richard Scott 1B Skyline Village
St. Thomas, USVI 00801
Julice Thomas Estate Bordeaux # 42
St. Thomas, USVI 00801
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NAME RESIDENCE
---- ---------
Janet L. Knight 22A Estate Tutu
St. Thomas, USVI 08801
NINTH: The following provisions are included in these Articles of
Incorporation for the purpose of regulating the business and the conduct of the
affairs of the corporation; provided, however, that nothing herein contained
shall deem to authorize the corporation to carry on any business or conduct its
affairs in any way contrary to the laws under which the corporation is
organized:
(a) All corporate powers except those which by law expressly require the
consent of the shareholders shall be exercised by the Board of Directors.
(b) The Board of Directors shall have power from time to time to fix and
determine and vary the amount of working capital of the corporation and to
direct and determine the use and disposition of any surplus or net profits over
and above capital stock paid in, in such manner and upon such terms of the
Board of Directors shall deem expedient.
(c) The Board of Directors may make By-Laws and from time to time may
alter, amend or repeal any By-Laws, but any By-Laws made by the Board of
Directors may be altered or repealed by the shareholders of the corporation.
IN WITNESS WHEREOF, we have executed these Articles of Incorporation in
triplicate this 7th day of December, 1987.
/s/ Richard Scott
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Richard Scott
/s/ Julice Thomas
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Julice Thomas
/s/ Janet L. King
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Janet L. Knight
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CHARLOTTE AMALIE, ST. THOMAS:
UNITED STATES VIRGIN ISLANDS:
BE IT REMEMBERED that on this 7th day of December, 1987, personally came
before me, Notary Public in and for the Territory aforesaid, Richard Scott,
Julice Thomas, and Janet L. Knight, parties to the foregoing Articles of
Incorporation, known to me personally to be such, and severally acknowledged
the said certificate to be the acts and deed of the signers respectively, and
that the facts therein stated are truly set forth.
Given under my hand and seal of office the day and year aforesaid.
/s/ Virginia Monsanto
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Notary Public
Notary Public. St. Thomas. Virgin Islands.
My Commission Expires April 12, 1989
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CONSENT OF AGENT FOR SERVICE OF PROCESS
This writing witnesseth that the undersigned Roywest Trust Corporation
(U.S. Virgin Islands) Limited having been designated by the
AETNA EXPORT SALES CORP.
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Name of Corporation
as agent of the said company upon whom service of process may be made in all
suits arising against the said company in the Courts of the Virgin Islands, do
hereby consent to act as such agent, and that service of process may be made
upon me in accordance with Title 13 of the Virgin Islands Code.
IN WITNESS WHEREOF, I have hereunto set my signature this 7th day of
December, 1987.
/s/ Richard Scott
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(Signature of Agent)
Subscribed and sworn to before me this 7th day of December, 1987 at
Charlotte Amalie.
/s/ Virginia Monsanto
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Notary Public
Notary Public. St. Thomas. Virgin Islands.
My Commission Expires April 12, 1989