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EXHIBIT 3b
AS AMENDED EFFECTIVE AS
OF JULY 30, 1996
BY-LAWS
POE & BROWN, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meetings of Shareholders
The annual meeting of the Shareholders for the election of
the Board of Directors and the transaction of such further
business as may come before the meeting shall be held at the
Company's offices on the fourth Thursday of April each year (or
in the event such day is a legal holiday, on the day next
following which is not a legal holiday), unless by resolution of
the Board of Directors in any year a different time is
designated. Meetings of the shareholders may be held either
within or without the State of Florida.
Section 2. Special Meetings of Shareholders
Special meetings of the shareholders may be called by the
President or the Board of Directors whenever he or they deem it
proper and shall be called by the President or by the Board of
Directors upon the written request of shareholders holding a
majority of common stock outstanding. Such meetings may be held
either within or without the State.
Section 3. Notice of Meetings of Shareholders
A notice of each meeting of shareholders, signed by the
Secretary, shall be mailed to each shareholder having the right
and entitled to vote at such meeting, at his address as it
appears on the records of the Corporation, not less than 10 nor
more than 60 days before the date set for the meeting. If any
such shareholder's address is unknown, notice shall be given by
advertising once, in some newspaper published in Tampa, Florida
within the time above specified for served or mailed notice. If
any shareholder shall transfer any of his stock after notice, it
shall not be necessary to notify the transferee. Any
shareholder, however, may waive notice of any meeting, either
before, at or after such meeting.
Section 4. Qualification of Voters
The directors may fix a date not more than 70 days prior to
the date set for such meeting as the record date of which the
shareholders of record who have the right to and are entitled to
notice of and to vote at such meeting and any adjournment thereof
shall be determined.
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Section 5. Proxy and Voting
Shareholders who are qualified to vote may vote at any
meeting, either in person or, if absent, by proxy in writings
which shall be filed with the Secretary of the meeting before
being voted. Each common shareholder shall be entitled to as
many votes as he holds shares of stock.
Section 6. Quorum
At any meeting of the shareholders a majority in interest of
all the common stock issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a
quorum for the transaction of business. A less interest may
adjourn any meeting and the meeting may be held as adjourned
without further notice, provided however, that directors shall
not be elected at meetings so adjourned. Any question may be
considered and acted upon at an annual meeting of the
shareholders, but no question not stated in the call for a
special meeting shall be acted upon thereat except by the written
consent to the holders of a majority of the outstanding common
stock, said consent to be filed with the records of the
Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Qualifications of Directors
The Board of Directors shall consist of nine (9) in number
to be elected annually at the meeting of the shareholders by a
majority of the shares voted. The number may be increased or
diminished from time to time, by resolution of the Board of
Directors, but shall never be less than three (3). It shall not
be necessary for directors to be shareholders, but all directors
shall be of full age and at least one shall be a citizen of the
United States. A director shall hold office until his successor
is elected and has qualified.
Section 2. Meetings of Directors
The Board of Directors shall hold its regular and its
special meetings at such times and places, within or without the
state, as they deem to be to the best interest of the
Corporation. The Board of Directors shall fix the time and place
of its regular meetings. The President or any two directors may
call special meetings of the Board of Directors but the President
shall call a special meeting or meetings whenever requested in
writing so to do by the holders of a majority of the stock then
outstanding. The Board of Directors may conduct meetings by
means of a conference telephone hookup.
Section 2A. Action by Written Consent
Any action required or permitted to be taken at a meeting of
the Board of Directors or of a Committee may be taken by written
consent, without a meeting, if the action is taken by all of the
members of the Board or the Committee. The action shall be
evidenced by one or more written consents describing the action
taken and shall be signed by each director or Committee member.
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Section 3. Notice of Meetings of Board of Directors
After the Board of Directors has determined the time and
place for regular meetings no notice thereof need be given.
Notice of special meetings, stating the time and place thereof,
shall be given to each director by mailing the same special
delivery and, if it will expedite the notice, airmail, at his
residence or business address at least two (2) days before the
meeting, or by delivering the same to him personally or
telegraphing or telecopying the same to him at his residence or
business address not later than the day before the day on which
the meeting is to be held, unless in case of emergency the
President shall prescribe a shorter notice to be given
personally, by telephone, telegram or by telecopy. The meeting
of the Board of Directors for the election of officers may be
held without notice immediately after the annual meeting of the
shareholders and at the same place. Any director may waive
notice of any meeting of the Board of Directors either before, at
or after such meeting.
Section 4. Powers of Directors
The Board of Directors shall have the entire management of
the business of the Corporation. In the management and control
of the property, business and affairs of the Corporation, the
Board of Directors is hereby vested with all the powers possessed
by the Corporation itself, so far as this delegation of authority
is not inconsistent with the laws of the State of Florida, with
the Certificate of Incorporation or with these By-Laws. The
Board of Directors shall have the power to determine what
constitutes net earnings, profits, and surplus, respectively,
what amount shall be reserved for working capital and for any
other purposes and what amount shall be declared as dividends,
and such determination by the Board of Directors shall be final
and conclusive. The Board of Directors shall also have power to
determine what amounts, if any, shall be borrowed by the
Corporation and upon what terms, conditions or security and shall
be authorized to incur such indebtedness as they may deem
necessary and to authorize the execution thereof by the officers
of the Corporation. The Board of Directors may, by resolution,
designate two or more of their number to constitute an executive
committee, who, to the extent provided in such resolution, shall
have and may exercise the powers of the Board of Directors.
Section 5. Vacancies
When for any reason the office of a director shall become
vacant, the remaining directors shall by a majority vote elect a
successor who shall hold office until his successor is elected
and has qualified. Vacancies resulting from an increase in the
number of directors may be filled in the same manner.
Section 6. Quorum of Directors
A majority of the members of the Board of Directors is
required to constitute a quorum for the transaction of business,
but a lesser number (not less than two) may adjourn any meeting
and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, the act of the majority
of the directors present shall be the act of f the Board of
Directors and this shall be true even if no notice of such
meeting shall have been given, provided a majority of the Board
shall waive, as hereinabove provided, the giving of such notice.
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Section 7. Resignation or Removal
Any director may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the time specified therein,
or if the time not be specified therein, upon its acceptance by
the Board of Directors. The shareholders at any meeting called
for the purpose by vote of a majority of the common stock issued
and outstanding may remove from office any director elected by
the shareholders or Board of Directors and elect his successor.
ARTICLE III
OFFICERS
Section 1. Election and Qualification
The Officers of this Corporation shall consist of a Chairman
of the Board, a President, a Vice President, a Secretary and a
Treasurer and one of more additional Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers or such
other officers as the Board of Directors may provide. All of
such officers shall be elected by the Board of Directors
immediately after the annual meeting of the shareholders. None
of the officers need be directors. The same person may hold more
than one office, except those of President and Secretary or
Assistant Secretary. The Board of Directors shall have the
authority to fill any vacancy in any office.
The Board of Directors shall have full authority to fix the
compensation of all officers. All officers shall hold office
until their successors are elected and have qualified.
Section 2. Chairman of the Board
The Chairman of the Board shall preside at all meetings of
the shareholders and shall preside at meetings of the Board of
Directors, and in the absence, sickness or other disability of
the President, shall serve as the chief executive officer of the
Corporation. The Chairman of the Board, President or Vice
President, unless some other person is specifically authorized by
vote of the Board of Directors, shall sign all Certificates of
stocks, bonds, deeds, mortgages, leases, or any other written
instruments of the Corporation. He shall perform all the duties
commonly incident to his office and shall perform such other
duties as the Board of Directors shall designate.
Section 2A. President
The President shall be the chief executive officer of the
Corporation and shall preside at meetings of the shareholders
and/or directors in the absence, sickness or other disability of
the Chairman of the Board. The President shall perform all the
duties commonly incident to his office and shall perform such
other duties as the Board of Directors shall designate.
Section 3. Vice President
The Vice President shall perform the duties and have the
powers of the President (other than those as specified as duties
of the Chairman of the Board) during the absence, sickness, or other
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disability of the President. In addition, he shall perform
such other duties and have such other powers as the Board of
Directors shall designate.
Section 4. Secretary
The Secretary shall keep accurate minutes of all meetings of
the shareholders and the Board of Directors and shall perform all
the duties commonly incident to his office and shall perform such
other duties and have such other powers as the Board of Directors
shall designate. The Secretary shall have charge of the
Corporate Seal and shall, if requested to do so, attest written
instruments of the Corporation executed by the President or the
Chairman the Board and affix the Corporate Seal thereto. In the
absence of the Secretary, the Assistant Secretary shall perform
the aforesaid duties.
Section 5. Treasurer
The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the money, funds,
valuable papers and documents of the Corporation and shall have
and exercise under the supervision of the Board of Directors all
the powers and duties commonly incident to his office. He shall
keep accurate accounts of the Corporation's transactions which
shall be the property of the Corporation.
Section 6. Resignation and Removal
Any officer of the Corporation may resign at any time by
giving written notice to the Board of Directors, the President or
the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein or if the time be not
specified therein upon its acceptance by the Board of Directors.
The shareholders at any meeting called for the purpose by vote of
a majority of the stock issued and outstanding may remove from
office any officer elected or appointed by the Board of Directors
and elect or appoint his successor. The Board of Directors by
vote of not less than a majority of the entire Board may remove
from office any officer or agent elected or appointed by it.
ARTICLE IV
STOCK
Section 1. Certificate of Stock
Certificates shall be signed by the Chairman of the Board or
the President and the Secretary or an Assistant Secretary and
sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. When such Certificate is signed
by a transfer agent or by a registrar, the signature of any of
those officers named herein may be facsimile. Shares of stock
may be transferable only by the registered holder thereof in
person or by his attorney duly authorized in writing at the
office of an authorized transfer agent of the Corporation upon
the surrender of the certificate or certificates for such shares.
Section 2. Stock Register
A stock book, stock records or register shall be kept at the
office of the Corporation in Florida, or in the office of one or more
of its transfer agents or registrars, containing the names, alphabetically
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arranged, with the address, of every shareholder,
showing the number of shares of stock held of record by him. If
the stock records are kept in the office of a transfer agent or
registrar, the Corporation shall keep at its office in Florida
copies of the stock list prepared from the stock records and sent
to it from time to time by said transfer agent or registrar.
Section 3. Defaced or Mutilated Stock Certificates
A new certificate may be issued in lieu of any certificate
previously issued that may be defaced or mutilated, upon
surrender for cancellation of the part of the old certificate
sufficient, in the opinion of the Secretary, to protect the
Corporation against loss or liability.
Section 4. Loss of Stock Certificates
In case of loss of any certificate of stock, the owner,
before obtaining a duplicate thereof, shall be required to make
affidavit that the stock has been lost, stolen or destroyed,
describing the same accurately, which affidavit shall be filed
with the Treasurer and shall be further required to give to the
Corporation a bond or indemnity agreement satisfactory to the
Board of Directors.
ARTICLE V
SEAL
Section 1. Description of Seal
The corporate seal of the Corporation shall bear the words
POE & BROWN, INC., and the word "FLORIDA", which shall be between
two concentric circles, and on the inside the inner circle shall
be the words "CORPORATE SEAL" and figures "1959", an impression
of the said seal appearing on the margin hereof.
ARTICLE VI
AMENDMENTS
Section 1. Method of Amendment or Change
These By-Laws may be amended or repealed and additional By-
Laws added or adopted by a majority vote of the entire Board of
Directors so long as the proposed action is not inconsistent with
any By-Laws which may have been adopted by any shareholders
meeting by a vote of the majority of the issued and outstanding
common stock of the Corporation. These By-Laws may be amended or
repealed at any shareholders meeting by a vote of the majority of
the issued and outstanding common stock of the Corporation.
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ARTICLE VII
MISCELLANEOUS
Section 1. Indemnification of Directors and Officers
Every person who now is or hereafter may be a director or
officer of this Corporation, or a director or officer of any
other corporation serving as such at the request of this
Corporation because of this Corporation's interest as a
shareholder or creditor of such other corporation, shall be
indemnified by this Corporation against all costs and amounts of
liability therefor and expenses, including counsel fees,
reasonably incurred by or imposed upon him in connection with or
resulting from any action, suit, proceeding or claim of whatever
nature to which he is or shall be made a party by reason of his
being or having been a director or officer of this Corporation or
for such other corporation (whether or not he is such director or
such officer at the time he is made a party to such action, suit,
proceeding or claim or at the time such costs, expenses, amounts
or liability therefor are incurred by or imposed upon him),
provide that such indemnification shall not apply with respect to
any matter as to which such director or officer shall be finally
adjudged in such action, suit, proceeding or claim to have been
individually guilty of gross negligence or wilful malfeasance in
the performance of his duty as such director or officer and
provided further that the indemnification herein provided shall,
with respect to any settlement of any such suit, action,
proceeding or claim, include reimbursement of any amounts paid
and expenses reasonably incurred in settling any such suit,
action, proceeding or claim when, in the judgment of the Board of
Directors of this Corporation, such settlement and reimbursement
appeared to be for the best interests of this Corporation. The
foregoing right of indemnification shall be in addition to and
not exclusive of any and all other rights as to which any such
director or officer may be entitled under any agreement, vote of
shareholders or others.
Section 2. Validity of Certain Contracts
No contract other transaction between this Corporation and
any other association, firm corporation (whether or not a
majority of the ownership or capital stock of such other
association, firm or corporation shall be owned by this
Corporation), shall in any way be affected or invalidated by the
fact that any of the directors or officers this Corporation are
pecuniarily or otherwise interest in, or are directors or officer
such other association, firm or corporation; any director of
officer of this Corporation, individually, may be a party to or
may be pecuniarily or otherwise interested in any contract or
transaction of this Corporation; and any director of this
Corporation who is also a director of officer of such other
corporation, or who is so interested, may be counted in
determinate into existence of a quorum at the meeting of the
Board Directors of this Corporation which shall authorize or
confirm any such contract or transaction and may vote thereat to
authorize or confirm any such contract or transaction with like
force and effect as if he were not such director officer of such
other corporation or not so interested; and each and every person
who may become a director or officer of this Corporation is
hereby relieve from any liability that might otherwise exist from
thus contracting with this Corporation of the benefit of himself
or any person, firm, association or corporation in which he may
be in any way - interested; provided, however, in any said
contract or transaction there shall be an absence of actual fraud
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