BYLAWS OF CORPORATION
The Jarrett Driving Adventure, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Florida,
shall be located in County of Orange. The Corporation may have
such other offices, either within or without the State of
Florida, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on the 12th day in the month of July
in each year, beginning with the year 1999, at the hour of 9:00
o'clock a.m., for the purpose of electing Directors and for the
transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Florida, such meeting shall be
held on the next succeeding business day. If the election of
Directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter
as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than percent fifty one
percent (51 %) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of
Florida, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the
State of Florida, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is
made, the place of meeting shall be the principal office of the
Corporation.
SECTION 4. NOTICE OF MEETING. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less
than fourteen (14) nor more than thirty (30) days before the
date of the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail, addressed
to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. CLOSING OF TRANSFER BOOKS OF EXISTING RECORD. the
purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days.
If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
(30) thirty days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than (30)
thirty days and, in case of a meeting of shareholders, not less
than (7) seven days, prior to the date on which the particular
action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof
SECTION 6. VOTING LISTS. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall
make a complete list of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and
kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.
SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. Voting of shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the
name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if
authority so to do be contained in an appropriate order of the
court by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares
so transferred. Shares of its own stock belonging to the
Corporation shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number. Tenure and Qualifications. The number of
directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than (2) two. Each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and
qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or
any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any special meeting shall be given
at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States Mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any directors
may waive notice of any meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by all
of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board
of Directors, unless otherwise provided by law. A director
elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors maybe
filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by
the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as director or a fixed sum for attendance
at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person, except for the offices of President and
Secretary which may not be held by the same person. Officers
may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified,
or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He
shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the
Board in which case the Chairman shall preside. He may sign,
with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.
SECTION 6. Vice President. In the absence of the President or
in event of his death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. If there
is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties
of the President in order of date of election, the earliest date
having the first rank.
SECTION 7. Secretary. The Secretary shall (a) Keep the minutes
of the proceedings of the shareholders and of the Board of
Directors in one or more minute books provided for that purpose;
(b) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) Be
custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) Keep a
register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e)
Sign with the President certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) Have general charge of
the stock transfer books of the Corporation; and (g) In general
perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) Have charge and
custody of and be responsible for all funds and securities of
the Corporation; (b) Receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of
these Bylaws; and (c) In general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by
the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
(a) Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him in connection with any proceeding to which he
may be made a party, or in which he may become involved, by
reason of his being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance
or malfeasance in the performance of his duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the
Corporation. (b) The Corporation shall provide to any person who
is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable
law. (c) The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the
provisions of this Article V.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks. Drafts. etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to
do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and canceled,
except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms
and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes. Provided,
however, that upon any action undertaken by the shareholders to
elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement
thereto restricting the transfer of said shares so as to
disqualify said S Corporation status, said restriction on
transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
July and end on the 30th day of June each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the State of incorporation and the
words, "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors. The above Bylaws are
certified to have been adopted by the Board of Directors of the
Corporation on the 1st day of December, 1998.
Secretary
