THE BAHAMAS

SCHEDULE A FORM 3

SOCIETY ACT CONSTITUTION

1. The name of the Society is Sea of Dreams.

• The purpose of the Society is to manage, administer and represent pre paid holiday package interests in certain yachts, motor boats and any other property owned or leased or in which an interest is held by Sea of Dreams Incorporated, to which the holders of such interests are entitled pursuant to licenses issued to them by Sea of Dreams and / or Kastaway Island, to lease and hold an interest in, maintain, occupy the vessels and any other property and appurtenances pertaining thereto and personal property therein, wherever located, which have been transferred or leased to the Society for the purpose of operating a pre paid holiday package program with respect thereto.

• BYLAWS here set forth, in numbered clauses, are the Bylaws providing for the matters referred to in Section 6 (1) of the Society Act and any other Bylaws.
  
  PART 1
  INTERPRETATION
  
  1.1. In these Bylaws, unless the context otherwise requires:
  (a) "Developer" means Sea of Dreams Incorporated and its successors and assigns;
  (b) "Directors" means the directors of the Society for the time being;
  (c) "Officer" means an officer of the Society for the time being;
  (d) "Officer term" has the same meaning as "term";
  (e) "Owner" means the owner or "Guest" of a pre paid holiday package;
  (f) "Registered address" of a member means his address as recorded in the register of members;
  (g) "Society Act" means the Society Act of the BAHAMAS from time to time in

force and all amendments to it;

(h) "Term" means the time between the annual general meeting and the immediate next annual

general meeting;
(i) "Guest" means the purchaser or assignee of a pre paid holiday package interest in

Kastaway Island and is entitled to use the same in accordance with the terms of an agreement

entered into by the purchaser with the Developer and the Society relating to the purchase of

such pre paid holiday package interest;
(j) "Kastaway Island" means a fully self-contained vessel and appurtenances pertaining thereto

with all the amenities of a cruise ship sleeping no less than ten pre paid holiday package guests.

1.2 The definitions in the Society Act on the date these Bylaws become effective apply to these Bylaws.

1.3 Words imparting the singular include the plural and vice versa; and words imparting a male person include a female person and a corporation.

PART 2
MEMBERSHIP

2.1 The Members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become Members in accordance with these Bylaws, and, in either case, have not ceased to be Members.

2.2 The Developer and each Owner may apply to the Directors for membership in the Society and upon such application shall be a Member, provided that the membership in the Society of an Owner shall terminate upon the owner ceasing to be entitled to use Kastaway Island

2.3 Every Member shall uphold the constitution and comply with these Bylaws.

2.4 The Directors may determine the membership dues, if any.

2.5 A person shall cease to be a Member of the Society
(i) by delivering his resignation in writing to the Secretary of the Society or by mailing or

delivering it to the address of the Society;
(ii) on his death or in the case of a corporation on dissolution;
(iii) on being expelled;
(iv) on having been a Member not in good standing for a period of 90 days or
(v) as provided under Bylaw 2.2.

2.6 A Member may be expelled by a special resolution of the Members passed at a general meeting.

2.7 The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

2.8 The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting by stating his defense in writing and submitting it 30 days prior to the meeting or by attending the meeting at his expense before the special resolution is put to a vote.

2.9 All Members are in good standing except a Member who has failed to pay his current annual upkeep fee or other subscription or debt due and owing by him to the Society and / or Kastaway Island.

PART 3
MEETING OF MEMBERS

3.1 General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Directors decide.

3.2 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

3.3 The Directors may, whenever they think fit, convene an extraordinary general meeting

3.4 Notice of a general meeting shall specify the place, the day and the hour of meeting, and, in case of special business, the general nature of that business.

3.5 The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting.

PART 4

PROCEEDINGS AT GENERAL MEETINGS

4.1 Special business is;
(i) all business at an extraordinary general meeting except the adoption of rules of order, and
(ii) all business that is transacted at an annual general meeting, except the adoption of rules of

order;
(iii) the consideration of the financial statements;
(iv) the report of the directors;

(v) the report of the auditor, if any;

(vi) the election of directors;

the appointment of the auditor, if required; and
(vii) such other business as, under these bylaws, ought to be transacted at an annual general

meeting, or business which is brought under consideration by the report of the directors issued

with the notice convening the meeting.

4.2 No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

4.3 If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4.4 A quorum is three Members present, or such greater number as the Members may determine at a general meeting.

4.5 If within 30 minutes from the time appointed for a Members' meeting a quorum is not present, the meeting shall stand adjourned to the next day in the same week, at the same time and place, and if at the adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present constitute a quorum, provided there are at least three Members present.

4.6 Subject to Bylaw 4.7, the President of the Society, the Vice-President, or, in the absence of both, one of the other Directors present, shall preside as chairman of a general meeting.

4.7 If at a general meeting
(i) there is no President, Vice-President, or other Director present within 15 minutes after the time

appointed for holding the meeting, or
(ii) the President and all the other Directors present are unwilling to act as chairman, the Members

present shall choose one of their number to be chairman.

4.8 A general meeting may be adjourned from time to time and from place to place but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

4.9 When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

4.10 Except as provided in this Bylaw, it is not necessary to give notice of adjournment or of the business to be transacted at an adjourned general meeting.

4.11 No resolution proposed at a meeting need be seconded, and the chairman of a meeting may move or propose a resolution.

4.1 2 In case of an equality of votes, the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a Member, and the proposed resolution shall not pass.

4.13 A Member in good standing present at a meeting of Members is entitled to one vote.

4.14 Voting is by show of hands, unless the Members otherwise decide.

4.15 Voting by proxy is permitted as provided in Part 13.

4.1 6 A corporate Member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a Member, and that representative shall be reckoned as a Member for all purposes with respect to a meeting of the Society.

PART 5
DIRECTORS AND OFFICERS

5.1 The Directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to the provisions of:
(i) all laws affecting the Society;
(ii) these Bylaws; and
(iii) rules, not being inconsistent with these Bylaws, which are made from time to time by the

Society in a general meeting.

5.2 No rule made by the Society in a general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.

5.3 The President, Vice-President, Secretary, Treasurer and one or more appointed upon incorporation or as determined by the Members shall be Officers of the Society.

5.4 An Officer must be a Director and ceases to be an Officer when he ceases to be a Director.

5.5 There shall be three Directors or such other number as determined by the Members or appointed upon incorporation.

5.7 The first Directors shall retire at the annual meeting, but may let their name stand for an additional term. The Directors shall retire at the expiration of their term, when their successors will be elected or they are re elected to another term. There is no limit to the number of consecutive terms a Director may serve.

5.8 A Director shall be elected at the annual general meeting for one term.

5.9 Officers shall be elected at annual meetings. The Officers shall retire at the expiration of their term, when their successors will be elected or they are re elected to another term. There is no limit to the number of consecutive terms an Officer may serve.

5.1 0 Election procedures at the annual general meeting shall be determined by the Members present.

5.11 Officers shall serve for one officer term, upon election unless they are elected to another term as mentioned in 5.9.

5.1 2 The Directors may at any time appoint a Member or any other person as a Director to fill a vacancy in the Directors.

5.13 The Directors may at any time appoint a Director to fill any Officer vacancy.

5.14 A Director so appointed holds office until the next annual general meeting.

5.15 Any Officer appointed by Bylaw 5.13 shall serve the unexpired officer term of the Officer he is replacing.

5.1 6 If a Director or Officer ceases to hold office, the remaining Directors shall appoint a replacement in accordance with these Bylaws.

5.1 7 No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

5.18 The Members may by special resolution remove a Director before the expiration of his office and may elect a successor to serve to the next annual meeting.

5.19 No Director or Officer shall be remunerated for being or acting as a Director or Officer, but a Director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society with the prior written approval of the Directors.

5.20 The Directors may select agents as representatives of the Society and prescribe powers and duties for them, and may delegate authority to a managing agent to carry cut certain administrative and management duties and obligations as set forth in a written management agreement.

PART 6
PROCEEDINGS OF DIRECTORS

6.1 The Directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit, and may hold meetings, in whole or in part, by telephone or telephone conference call.

6.2 The Directors may from time to time fix the quorum necessary for the transaction of business, and unless so fixed the quorum shall be a majority of the Directors then in office. Directors participating by telephone or telephone conference call shall be considered part of the quorum.

6.3 The President shall be chairman of all meetings of the Directors unless the Directors otherwise decide.

6.4 A Director may at any time, and the Secretary on the request of a Director shall, convene a meeting of the Directors.
6.5 The Directors may delegate any, but not all, of their powers to committees consisting of such persons as they think fit, and may name the committee.

6.6 A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the Directors.

6.7 Subject to directions of the Directors, the committee shall determine its own procedure.

6.8 The Members of a committee may meet and adjourn as they think proper.

6.9 A Director who may be absent from the meeting set, may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, fax or E-mail, of any meeting of the Directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn;
(i) no notice of meetings of Directors shall be sent to that Director; and
(ii) any and all meetings of the Directors of the Society, notice of which has not been given to that Director, shall, if a quorum of the Directors is present, be valid and effective.

6.10 Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.

6.11 In case of an equality of votes, the chairman does not have a second or casting vote.

6.12 No resolution proposed at a meeting of Directors or committee of Directors need be seconded, and the chairman of a meeting may move or propose a resolution.

6.13 A resolution in writing, signed by all the Directors and placed with the minutes of the Directors, is as valid and effective as if regularly passed at a meeting of Directors.

PART 7
DUTIES OF OFFICERS

7.1 The President shall preside at all meetings of the Directors unless the Members or Directors shall otherwise decide.

7.2 The President is the Chief Executive Officer of the Society

7.3 The Vice-President shall carry out the duties of the President during his absence.

7.4 The Secretary shall;
(i) conduct the correspondence of the Society;
(ii) issue notice of meetings of the Society and Directors;
(iii) keep minutes of all meetings of the Society and Directors;
(iv) have custody of all records and documents of the Society except those required to be kept by

the Treasurer;
(v) have custody of the common seal of the Society; and
(vi) maintain the register of members.

7.5 The Treasurer shall;
(i) keep such financial records, including books of account, as are necessary to comply with the

Society Act; and
(ii) render financial statements to the Directors, Members and others when required.

7.6 The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.

7.7 Other Officers, if any, shall perform such duties as the Members decide.

7.8 The Directors or Members may add additional duties to any Director or Officer or transfer duties among Directors or Officers.

7.9 In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.

7.10 A Member of the Directors shall;
(i) act honestly and in good faith and in the best interests of the Society; and
(ii) exercise the care, diligence and skill of a reasonable and prudent person in exercising power

and performing functions as a member of the Directors.

7.11 A member of the Directors who is directly or indirectly interested in a proposed contract or transaction with the Society shall disclose fully and promptly the nature and extent of his/her interest to each member of the Directors and otherwise comply with the requirements of the Society Act.

7.12 The Directors shall enter in the register the names of applicants for incorporation in the Society otherwise known as a "Guest", and the name of every other person admitted as a Member of the Society, or a Guest together with the following particulars of each:
(i) the full name and residence address, contact information and email address;
(ii) the date on which a person is admitted as a Member; and
(iii) the date on which a person ceases to be a Member.

7.13 The Directors shall prepare all reports, including financial reports, required by law to be prepared by the Society for the annual general meeting.

7.14 The Directors on behalf of the Society shall file all financial and other reports that have to be filed after the annual meeting as required by the Society Act and Income Tax Act or other law.

7.15 The Directors shall ensure the Society has at least one account with a chartered bank, credit union or trust company for the deposit of funds.

7.16 The Directors, on behalf of the Society, shall keep proper accounting records in respect of all financial or other transactions and, without limiting the foregoing, shall keep records of:
(i) all money received and disbursed by the Society and the manner in respect of which the receipt

and disbursement took place;
(ii) every asset and liability of the Society; and
(iii) every other transaction affecting the financial position of the Society.

PART 8
SEAL

8.1 The Directors may provide a common seal for the Society and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

8.2 The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the President and Secretary or President and Secretary-Treasurer.

PART 9
BORROWING

9.1 In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide, and in particular, but without the limiting the generality of the foregoing, by the issue of debentures.

9.2 No debenture shall be issued without the sanction of a special resolution.

9.3 The Members may by special resolution restrict the borrowing powers of the Directors, but a restriction so imposed expires at the next annual general meeting.

PART 10
AUDITOR

10.1 This part applies only where the Society is required or has resolved to have an auditor.

1 0.2 The first auditor shall be appointed by the Directors, who shall also fill all vacancies occurring in the office of auditor.

10.3 At each annual general meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.

10.4 An auditor may be removed by ordinary resolution.

10.5 An auditor shall be informed forthwith in writing of appointment or removal.

10.6 No Director and no employee of the Society shall be auditor.

10.7 The auditor may attend general meetings.

PART 11
NOTICES TO MEMBERS

11.1 A notice may be given to a Member either personally or by mail or by email to him at his registered address.

11.2 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove that the notice was properly addressed and put in a post office receptacle. A notice sent by email shall be deemed to be received upon a reply from the member it was sent to.

11.3 Notice of a general meeting shall be given to;
(i) every Member shown on the register of members on the day notice is given; and
(ii) the auditor, if Part 10 applies.

11.4 No other person is entitled to receive a notice of general meeting.

PART 12
BYLAWS

1 2.1 After being admitted a Member is entitled to a copy of the Constitution and Bylaws upon requesting the password and downloading a copy of the Bylaws from the web site.

12.2 These bylaws shall not be altered or added to except by special resolution.

PART 13
PROXY VOTING

13.1 Unless the Directors otherwise determine, the instrument appointing a proxy holder and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at a place specified for that purpose in that notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting at which the proxy holder proposes to vote, or shall be deposited with the chair of the meeting prior to the commencement of the meeting.

1 3.2 A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or incapacity of the Member or revocation of the proxy or of the authority under which the proxy was executed, provided no intimation in writing of the death, incapability, or revocation has been received at the registered office of the Society or by the chair of the meeting before the vote was given.

1 3.3 Unless, in the circumstances, the Society Act requires any other form of proxy, an instrument appointing a proxy holder, whether for a specified meeting or otherwise, shall be in the form following, or any other form that the Directors shall approve:

Kastaway Island PART I
The undersigned hereby appoints ________________________, of ___________________ (or, failing her/him ______________________, of _________________), as proxy for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Society to be held on the ____ day of ______________, __________ Signed this _____ day of_____________, _________ _______________________
year (Signature of Member)

13.4 A proxy is valid for only one meeting unless the member wishes to appoint a proxy holder for the term of their membership, or any adjournment thereof.

13.5 This part applies only when a member wishes to appoint a proxy holder for the term of their membership.

Kastaway Island PART II
The undersigned hereby appoints ________________________, of ___________________ (or, failing her/him ______________________, of _________________), as proxy for the undersigned to attend at and vote for and on behalf of the undersigned at all the general meetings of the Society to be held from this date to the end of the term of membership as outlined in these bylaws. Signed this _____ day of_____________, _________ _______________________
year (Signature of Member)

PART 14
DISPOSAL OF ASSETS

1 4.1 On the winding up and dissolution of the Society, after all debts have been paid or provision for payment has been made, the remaining assets of the Society shall be paid, transferred or delivered, to Sea of Dreams Incorporated on the effective date of the dissolution of the Society, which has been deemed to be January 1, 2012, as reasonably determined by the Society. On this date the Society will dissolve and the company as named above will have ownership of the vessel and all it’s assets.

DATED __________________________19______________________.

WITNESSES: ___________________________________________

APPLICANTS FOR INCORPORATION:

1. (full name)____________________________________________(date of birth) ______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________
 

2. (full name)____________________________________________(date of birth______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________

3. (full name)____________________________________________(date of birth______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________

4. (full name)____________________________________________(date of birth______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________

5. (full name)____________________________________________(date of birth______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________

6. (full name)____________________________________________(date of birth______________

(signature)____________________________________________

(address) ____________________________________________ (postal / zip) ______________

(phone)____________________(fax)______________________(email)____________________