Articles of Incorporation

Ten or more persons, a majority of whom shall be residents of this territory, who may desire to create an industrial development corporation under the provisions of this Chapter, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the territory and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by filing with the Director of Revenue & Taxation, as hereinafter provided, articles of incorporation. The articles of incorporation shall contain:

(a)The name of the corporation, which shall include the words Industrial Development Corporation of Guam.

(b)The location of the principal office of the corporation.

(c)The purpose for which the corporation is founded, which shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of Guam and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this territory and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this territory, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of this territory; similarly to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational COL 03072011 CH. 12 INDUSTRIAL D EVELOPMENT CORPORATIONS developments in this territory; and to provide financing for the promotion, development and conduct of all kinds of business activity in this territory.

(d)The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(e)Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates, provided that no provision shall be contained for cumulative voting for directors.

(f)The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes, the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business which shall not be less than three hundred thousand dollars ($300,000.00). The articles of incorporation may also contain any provision consistent with the laws of this territory for the regulation of the affairs of the corporation.

(g)The articles of incorporation shall be in writing, subscribed by not less than three

(3)natural persons competent to contract and acknowledged by each of the subscribers before an officer authorized to take acknowledgments and filed in the office of the Director of Revenue and Taxation. A duplicate so subscribed and acknowledged may also be filed.

(h)The articles of incorporation shall recite that the corporation is organized under the provisions of this Chapter. COL 03072011 CH. 12 INDUSTRIAL D EVELOPMENT CORPORATIONS The Director of Revenue and Taxation shall not approve the articles of incorporation for a corporation organized under this Chapter until a total of at least three

(3)national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, public corporations created for the purpose of implementing economic development and which are recognized by the Small Business Administration as approved lending institutions, domestic building and loan associations, or insurance companies authorized to do business within this territory, or any combination thereof, have agreed in writing to become members of said corporation; and said written agreement shall be filed with the Director of Revenue and Taxation with the articles of incorporation, and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the Director of Revenue and Taxation. Whenever the articles of incorporation shall have been filed in the office of the Director of Revenue and Taxation and approved by him, and all filing fees prescribed by statute have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business, and stock thereof to the extent herein or hereafter duly authorized may from time to time be issued.