BELIZE THE COMPANIES ACT, CHAPTER 250 OF THE LAWS OF BELIZE REVISED EDITION, 2000 COMPANY NOT FOR PROFIT LIMITED BY GUARANTEE MEMORANDUM AND ARTICLES OF ASSOCIATION OF SITTEE RIVER WILDLIFE RESERVE Prepared by: BARROW WILLIAMS ATTORNEYS-AT-LAW 99 ALBERT STREET BELIZE CITY, BELIZE BELIZE THE COMPANIES ACT, CHAPTER 250 OF THE LAWS OF BELIZE, REVISED EDITION, 2000 COMPANY NOT FOR PROFIT, LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF SITTEE RIVER WILDLIFE RESERVE NUMBER OF MEMBERS The Corporation, for the purpose of registration, is declared to consist of Six members. The directors hereinafter mentioned may, whenever the business of the Corporation requires it, register an increase of members. The directors may prescribe the requirements for membership of the Corporation. GENERAL MEETINGS The ?rst general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the corporation, and at such time and place as the directors may determine. A general meeting shall be held once every year at such time (not being more than ?fteen months a?er the holding of the last preceding general meeting) and places as may be prescribed by the Corporation in general meeting, or, in default, at such time in the month following that in which the anniversary of the Corporation?s incorporation occurs, and at such place as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary general meeting. The directors may, whenever they think and shall on a requisition made in writing by any ?ve or more members, convene an extraordinary general meeting. Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitions and deposited at the registered of?ce of the Corporation. 10receipt of the requisition the directors shall forthwith proceed to convene a general meeting; if they do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited, the requisitionists or any other ?ve members, may themselves convene a meeting. PROCEEDINGS AT GENERAL MEETINGS Seven days notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of the business, shall be given to the members in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Corporation in general meeting, but non- receipt of such notice by any members shall not invalidate the proceedings at any general meeting. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the account, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other of?cers in the place of those retiring, and the ?xing of the remuneration of the auditors. No business shall be transacted at any meeting unless a quorum of members is present at the commencement of the business. The quorum shall be ascertained as follows (that is to say), if the members of the Corporation at the time of the meeting do not exceed ten in number, the quorum shall be ?ve; if they exceed ten there shall be added to the above quorum one for every ?ve additional members up to ?fty, and one for every ten additional members after ?fty; with this limitation, that no quorum shall in any case exceed thirty. If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened on the requisition of the members, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same time and place; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die. The President, (if any) of the directors shall preside as chairman at every general meeting of the Corporation. If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their member to be chairman of that meeting. The chairman may, with the consent of the meeting, adjourn the meeting ??om time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business le? un?nished at the meeting from which the adjournment took place. At any general meeting a declaration by the chairman that a resolution has been carried and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. VOTES OF MEMBERS Every member shall have one vote and no more. 19any member is a lunatic or idiot he may vote by his committee, curator bonis, or other legal curator. No member shall be entitled to vote at any meeting unless all moneys due from him to the Corporation have been paid. Votes maybe given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer, or if such appointer is a Corporation, under its common seal. No person shall act as a proxy unless he is a member, or unless he is appointed to act at the meeting as proxy for a Corporation. The instrument appointing him shall be deposited at the registered of?ce of the Corporation not less than two hours before the time of holding the meeting at which he proposes to vote. Any instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit: SITTEE RIVER WILDLIFE RESERVE I (We) of in the country of being member (members) of the above named Corporation, hereby appoint of as my (our) proxy to vote for me (us) on my (our) behalf at the annual (extraordinary) general meeting of the Corporation to be held on the of and at any adjournment thereof. Signed this day of There shall be ?ve permanent directors who shall hold of?ce for life and not be subjected to retirement or election as hereinafter provided and seven ordinary directors but the Corporation may determine the number of directors from time to time. The quorum for transaction of the business of directors maybe ?xed by the directors and unless so ?xed at any other number shall be four. Each permanent director may nominate or appoint his own successor. A11 reference herein to director(s) shall include permanent and ordinary directors. The ?rst permanent directors shall be: Name Address Andris Pukke Malibu, California USA Colin Medhurst Villa Namaste Sittee River Village Stann Creek District Joan Medhurst Villa Namaste Sittee River Village Stann Creek District 26. 27. 28. 29. 30. 31. 32. Valerie Woods 15 Sarstoon Street Belmopan City Cayo District Peter C. Baker 50 Navy Street Apartment 1 Venice, California 90291 The directors may regulate their proceedings as they think The directors may delegate any of their powers to any committee subject to such conditions as the directors may impose. Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director and may remove an alternate director so appointed by him. The directors may appoint a person who is willing to act to be a director, either to ?ll a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number ?xed by or in accordance with the articles as the maximum number of directors. A director so appointed shall hold of?ce only until the next following annual general meeting. The of?ce of a director shall be vacated if 1. he ceases to be a director by virtue of a provision in the Companies Act or he becomes prohibited by law from being a director; or 2. he becomes bankrupt or makes any arrangement or composition with his creditors generally, or he is, or may be, suffering from mental disorder; or he resigns his of?ce by notice to the Corporation; or 5. he shall for more than ?fteen consecutive months have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his of?ce be vacated. The business of the Corporation shall be managed by the directors, who may exercise all such powers of the Corporation as are not by the Companies Act, or by any statutory modi?cation thereof for the time being in force, or by these articles, required to be exercised by the Corporation in general meeting; but no regulation made by the Corporation in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. ELECTION OF DIRECTORS The directors shall be elected annually by the Corporation in general meeting. At the ?rst ordinary meeting of the Corporation the whole of the directors save for the permanent directors shall retire from of?ce, but they shall be illegible for re-election. AUDIT Auditors shall be appointed and their duties regulated in accordance with sections 113 and 114 of the Companies Act, or any statutory modi?cation thereof for the time being in force, and for this purpose the said sections shall have effect as if the word ?members? were substituted for ?shareholders? and as if ??rst general meeting? were substituted for ?statutory meeting?. 5 NOTICES MEETINGS 3 3. A notice may be given by the Corporation to any member either personally, or by sending it by post to him to his registered address, or by telefax, or by E-mail.. 34. Where a notice is sent by post, telefax or E-mail service of the notice shall be deemed to be effected by properly addressing, prepaying, posting or transmitting as the case may be a letter containing the notice and unless the contrary is proved to have been effected at the time at which the letter would be delivered in the ordinary course of post, telefax or E-mail transmission. 35. All meetings of the Corporation or of directors may be held by members or directors being present in person by proxy or by telephone. WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Corporation in pursuance of this Articles of Association. NAME, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS A Andris Pukke Malibu, California USA Colin Medhurst Villa Namaste Sittee River Village Stann Creek District Joan Medhurst Villa Namaste Sittee River Village Stann Creek District Valerie Woods 15 Sarstoon Street Belmopan City Cayo District Peter C. Baker 50 Navy Street Apartment 1 Venice, California 90291 C14 Dated the 0M Day Of 711M 2003. WITNESS BELIZE THE COMPANIES ACT, CHAPTER 250 OF THE LAWS OF BELIZE, REVISED EDITION, 2000 COMPANY NOT FOR PROFIT, LIMITED BY GUARANTEE MEMORANDUM OF ASSOCIATION -of. SITTEE RIVER WILDLIFE RESERVE 1. The name of the company (hereinafter called ?the Corporation?) is SITTEE RIVER WILDLIFE RESERVE 2. The registered of?ce of the Corporation will be situated at Sittee River Village, Stann Creek District, Belize. CA. 3. The objects for which the Corporation is established are: (1) To establish, maintain and operate a wildlife sanctuary, nature reserve and conservation park in Belize; (2) To propagate the conservation of Belize?s ?ora and fauna and the unique eco- systems found in the Sittee River area of the Stann Creek District; (3) To provide facilities for all forms of recreation and leisure; (4) To create, establish and conduct facilities for study, training, research and education of its members and for the proper development and conservation of the Sittee River eco-system; (5) To establish and operate broadcasting stations including radio, television and other media; (6) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal estate, which may be deemed necessary or convenient for any of the purposes of the Corporation; (7) To construct, maintain, and alter any houses, buildings, or works necessary or convenient for any of the purposes of the Corporation; (8) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Corporation; (9) To take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Corporation in the shape of donations, annual subscriptions, or otherwise; (10) To print and publish any newspapers, periodicals, books or lea?ets that the (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) Corporation may think desirable for the promotion of its objects; To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Corporation; To borrow and raise money in such manner as the Corporation may think ?t and in particular by the issue of debentures or debenture stock; To carry on the business of a guarantee company guaranteeing the ?delity of individuals and such other description of ordinary guarantee business as the Corporation may from time to time think ?t to conduct; To develop and maintain relations with governments and other organizations nationally and internationally for the best interest of its members; To invest or lend the monies of the Corporation not immediately required for its purposes in or upon such investments, securities or property as may be thought subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided; To undertake and execute any trust or any agency business, which may seem directly or indirectly conducive to any of the objects of the Corporation and to af?liate with other regional and international bodies pursuing similar objects; To subscribe to any local or other charities, and to grant donations for any public purpose and to provide a superannuation fund for the servants of the Corporation, or otherwise to assist any such servants, their widows and children; To establish and support and to aid in the establishment and support of any other Corporation formed for all or any of the objects of this Corporation, and to af?liate with other regional and international bodies pursuing similar objects; To amalgamate with companies, institutions, societies or corporations having objects altogether or in part similar to those of this Corporation; To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or corporations with which this Corporation is authorized to amalgamate; To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them. The income and property of the Corporation, wheresoever derived, shall be applied solely towards the promotion of the objects of the Corporation as set forth in this Memorandum of Corporation and no portion thereof shall be paid or transferred directly or indirectly in cash or in kind by way of distribution, dividend, bonus or otherwise howsoever by way of pro?t to the members of the Corporation, and no member may be paid for his services as member, PROVIDED that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any of?cer or employee of the Corporation, or to any member of the Corporation in return for any services actually rendered to the Corporation, or reimbursement for actual out of pocket expenses, or reasonable and proper rent for premises demised or let by any member to the Corporation. The liability of the members is limited. Every member of the Corporation undertakes to contribute to the assets of the Corporation in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Corporation contracted before he ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustment ofthe rights of the contributories among themselves, such amount as may be required not exceeding One Hundred Dollars If on the winding-up of the Corporation there remains any surplus after the satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the Corporation, but shall be given or transferred to some other body whether or not it is a member of the Corporation having objects similar to those of the Corporation and in the event they are unable or unwilling to accept to some other body having similar objects to those of the Corporation, or to another body the objects of which are charitable. WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Corporation in pursuance of this Memorandum of Association. NAME, ADDRESSES AND DESC IONS OF SUBSCRIBERS Andris Pukke Malibu, California USA Colin Medhurst Villa Namaste Sittee River Village Stann Creek District Joan Medhurst Villa Namaste Sittee River Village Stann Creek District Valerie Woods 15 Sarstoon Street Belmopan City Cayo District Peter C. Baker 50 Navy Street Apartment 1 Venice, California 90291 We 64% 494%? Dated the WDay of g? 1% 2003. WITNESS