EXHIBIT 3.(a)
Bylaws of Florida Progress, as amended to date.
Adopted January 21, 1982
Amended August 16, 1984
Amended November 19, 1987
Amended January 21, 1988
Amended November 17, 1988
Amended April 19, 1990
Amended August 16, 1990
Amended February 7, 1991, effective April 18, 1991
Amended and Restated April 18, 1991
Amended February 6, 1992
Amended November 19, 1992
Amended February 8, 1996, effective April 1, 1996
FLORIDA PROGRESS CORPORATION
BYLAWS
BYLAWS
FLORIDA PROGRESS CORPORATION
ARTICLE I
Offices
Section 1. The registered office and headquarters of the Corporation are in
the City of St. Petersburg, County of Pinellas, State of Florida.
Section 2. The Corporation may also have an office at such other places as
the business of the Corporation may require.
ARTICLE II
Seal
The Corporate seal shall be circular in form and have inscribed thereon the
following:
Florida Progress Corporation
Corporate Seal
Florida
1982
ARTICLE III
Meetings of Shareholders
Section 1. Annual Meeting. There shall be an annual meeting of shareholders in
the month of April of each year on such date and at such time and place as shall
be designated by the Board of Directors for the election of Directors and for
the transaction of such other business as may properly be brought before the
meeting.
Section 2. Special Meetings. Special meetings of the shareholders of the
Corporation, or of the holders of any class or series of stock, required or
authorized by law, shall be held for the purpose or purposes stated in the call
of said meeting, on the call of the Chairman of the Board, or the President, or
the Board of Directors, or when the holders of not less than ten percent (10%)
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting sign, date, and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held.
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Section 3. Place; Record Date. Meetings of shareholders may be held within or
without the State of Florida. The Board of Directors shall fix a record date in
order to determine the shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote or to take any other action.
Section 4. Notice. Written notice stating the date, time and place of each
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If the notice is mailed at least thirty (30) days before the date of
the meeting, it may be done by a class of United States mail other than first
class. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder as the address appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another date, time or place, it shall not be necessary to give any notice of the
adjourned meeting if the date, time or place to which the meeting is adjourned
is announced at the meeting before the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting. If, however, after the adjournment, the
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the adjourned meeting shall be given as provided in Section 4 to each
shareholder of record as of the new record date who is entitled to notice of
such meeting.
Section 6. Quorum and Voting. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a specified item of business is required to be voted on by a
class or series of stock, the holders of a majority of the shares of such class
or series shall constitute a quorum for the transaction of such item of business
by that class or series.
If a quorum exists, action on a matter, other than the election of
Directors, is approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes or voting by classes is required by law or the Articles of
Incorporation. The Directors shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election at a meeting at which a quorum is
present.
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If a quorum does not exist, the holders of a majority of the shares
represented in person or by proxy and who would be entitled to vote if a quorum
had been present shall have the power to adjourn the meeting from time to time,
until the requisite amount of stock shall be represented. At such adjourned
meeting at which the requisite amount of stock shall be represented any business
may be transacted which might have been transacted at the original meeting if a
quorum had been present.
Section 7. Manner of Voting. A shareholder, other person entitled to vote on
behalf of a shareholder pursuant to law, or attorney-in-fact may vote the
shareholder's shares either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact in accordance with law.
Section 8. Action by Shareholders Without a Meeting. Any action required by
law, these Bylaws or the Articles of Incorporation of the Corporation to be
taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, if one or more written consents, setting forth the action so taken, shall
be dated and signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, and shall be delivered to the Corporation within sixty (60) days of the
date of the earliest dated consent. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote as a class
thereon and of the total shares entitled to vote thereon.
Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
Corporation.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action and, if the action be a
merger, consolidation, sale or exchange of assets or other action for which
dissenters' rights are provided by law, the notice shall contain a clear
statement of the right of shareholders dissenting therefrom to be paid the fair
value of their shares upon compliance with further provisions of law regarding
the rights of dissenting shareholders.
A written consent shall have the same effect as a vote cast at a meeting
and may be described as such in any document.
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Whenever any action is taken by written consent, the written consents of
the shareholders consenting to such action or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.
ARTICLE IV
Directors
Section 1. Number and Term of Office. The Board of Directors of the
Corporation shall consist of eleven (11) members, divided into three (3) classes
serving staggered terms in accordance with the Articles of Incorporation. The
three classes shall be designated Class I, Class II and Class III. Class I and
III shall consist of four directors each, and Class II shall consist of three
directors.
Section 2. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.
Section 3. Qualification. Directors need not be residents of this
state or shareholders of the Corporation.
Section 4. Authority to Fix Compensation. The Board of Directors
shall have authority to fix the compensation of the Directors of the
Corporation.
Section 5. Duties of Directors. A Director shall discharge his duties as a
Director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In discharging his duties, a Director shall be entitled to rely on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by:
(a) one or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the matters
presented;
(b) legal counsel, public accountants or other persons as to
matters which the Director reasonably believes to be within the persons'
professional or expert competence; or
(c) a committee of the Board of Directors upon which he does not
serve, duly designated in accordance with a provision of the Articles of
Incorporation or the Bylaws, as to matters within its designated authority,
which committee the Director reasonably believes to merit confidence.
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In discharging his duties, a Director may consider such factors as the
Director deems relevant, including the long-term prospects and interests of the
Corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the Corporation
or its subsidiaries, the communities and society in which the Corporation or its
subsidiaries operate, and the economy of the state and the nation.
A Director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question which would cause such reliance
described above to be unwarranted.
A Director is not liable for any action taken as a Director, or any
failure to take any action, if he performed the duties of his office in
compliance with this Section 5.
Section 6. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any Director may be removed, only for cause, if the number of
votes cast to remove him exceeds the number of votes cast not to remove him. If
a Director is elected by a voting group or class of shares under the Articles of
Incorporation, only the shareholders of that voting group or class may
participate in the vote to remove him.
Section 7. Vacancies. Until the next election of Directors upon the expiration
of their terms, any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of Directors, may be
filled only by the affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall hold office only until the next election of Directors by the
shareholders and until his successor shall have been elected and shall qualify.
ARTICLE V
Chairman of the Board
The Corporation may have a Chairman of the Board who shall be a Director and
who shall preside at all meetings of the shareholders and of the Board of
Directors. He shall advise and counsel with the President. In addition to the
responsibility for maintaining effective external relationships on behalf of the
Corporation with industry groups, governmental agencies, scientific, educational
and other similar groups, he shall exercise such other responsibilities and
duties as shall be assigned to him by the Board of Directors. The Board of
Directors shall have the power at any time to leave the office of Chairman of
the Board vacant and, in such eventuality, the President shall assume and
exercise all of the powers and responsibilities of this office.
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ARTICLE VI
Meetings of the Board
Section 1. Time, Place, and Call of Meetings. Meetings of the Board of
Directors may be held within or without the State of Florida at the time fixed
by these Bylaws or upon call of the Chairman of the Board or the President or
the Secretary or any two Directors.
Section 2. Annual Meeting. The annual meeting of the Board of Directors shall
be held promptly following the annual meeting of shareholders.
Section 3. Notice of Meetings. Written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each Director by
either personal delivery, mail, telegram or cablegram at least two (2) days
before the meeting.
Notice need not be given of regular meetings held each quarter on dates
promulgated before the end of the preceding year. Notice of a meeting of the
Board of Directors need not be given to any Director who signs a waiver of
notice, either before or after the meeting. Attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting and waiver of any
and all objection to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a Director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.
Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
A majority of the Directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Members of the Board of Directors or any committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment by means of which all Directors participating
in the meeting may simultaneously hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.
The vote on any matter before the Board or any committee of the Board, when
members are present by means of a conference telephone or similar communication
equipment, shall be by roll call.
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Section 4. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors or a committee thereof may be taken without a
meeting if one or more written consents, setting forth the action so to be
taken, signed by all of the Directors, or all of the members of the committee,
as the case may be, is filed in the minutes of the proceeding. Action taken
under this section is effective when the last Director signs the consent, unless
the consent specifies a different effective date. A consent under this section
has the effect of a meeting vote and may be described as such in any document.
Section 5. Quorum and Voting. A majority of the number of Directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The act
of the majority of the Directors present at a meeting at which a quorum is
present when a vote is taken shall be the act of the Board of Directors.
Section 6. Presumption of Assent. A Director of the Corporation who is present
at a meeting of the Board of Directors or a committee thereof when corporate
action is taken shall be deemed to have assented to the action taken unless he
objects at the beginning of the meeting (or promptly upon his arrival) to
holding it or transacting specified business at the meeting, or he votes against
or abstains from the action taken.
Section 7. Director Conflicts of Interest. No contract or other transaction
between the Corporation and one or more of its Directors or any other
corporation, firm, association or entity in which one or more of the Directors
are directors or officers or are financially interested shall be either void or
voidable because of such relationship or interest or because such Director or
Directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested Directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board, a committee, or the
shareholders.
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Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Shares owned by or voted under the control of a Director who
has a relationship or interest in the subject transaction may not be counted in
the shareholders' vote to determine whether to authorize, approve, or ratify a
conflict of interest transaction under subparagraph (b) above.
ARTICLE VII
Committees
Section 1. Committees. The Board of Directors, by resolution adopted by a
majority of the full Board, may designate from among its members an Executive
Committee, Audit Committee, Finance and Budget Committee, Compensation
Committee, Nominating Committee and one or more other committees and may
designate one or more Directors as alternate members of any such committee who
may act in the place and stead of any absent member or members at any meeting of
such committee.
The members of committees, who shall be at least two in number, shall
act only as a committee and the individual members shall have no power as such.
Unless the Board of Directors elects a committee chairman, each committee shall
elect its own chairman and secretary, and have full power and authority to make
rules for the conduct of its business. The Board shall have the power at any
time to change the membership of committees, fill vacancies, and to abolish
committees.
Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by any member of the Board of Directors not a member of
the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
Section 2. Executive Committee. The Executive Committee shall have and may
exercise all of the powers of the Board of Directors during the intervals
between the meetings of the Board in the management of the business and affairs
of the Corporation. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the act of a majority of those
present at a meeting, at which a quorum is present, shall be the act of the
Executive Committee. The Executive Committee shall keep a record of its acts and
proceedings and make a report thereof from time to time to the Board of
Directors.
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The Executive Committee shall not have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by the Florida Business Corporation Act to be approved by shareholders;
(b) fill vacancies on the Board of Directors or any committee thereof;
(c) adopt, amend or repeal the Bylaws;
(d) authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the Board of
Directors; or
(e) authorize or approve the issuance or sale or contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors.
Section 3. Audit Committee: The Audit Committee shall be composed of at least
three outside Directors. The Committee will nominate the public accounting firm
to conduct the annual audit of the Corporation and submit the nomination to the
Board of Directors for approval. The Audit Committee shall keep a record of its
acts and proceedings and make a report thereof from time to time to the Board of
Directors.
ARTICLE VIII
Officers
Section 1. Executive Officers. The officers of the Corporation may consist of
a Chairman of the Board of Directors, and shall consist of a President, a
Secretary, a Treasurer, and such other officers as may be determined and
appointed by the Board of Directors. Officers shall be appointed by the Board of
Directors at least annually, at the first meeting of Directors immediately
following the annual meeting of shareholders of the Corporation, and shall serve
until their successors are appointed and shall qualify. Any two or more offices
may be held by the same person.
Section 2. Duties. The officers of the Corporation shall have the
following duties:
(a) President. The President shall have general and active management of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect, subject, however, to the right
of the Board to delegate to others, so far as it lawfully may, any specific
powers;
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and shall, in the absence of the Chairman of the Board, preside at all
meetings of the shareholders and of the Board of Directors. The President may
appoint such agents as he may deem necessary, who shall hold office during his
pleasure, and who shall have such authority and shall perform such duties as
from time to time he may prescribe.
(b) Secretary. The Secretary shall have custody of, and maintain, all of
the corporate records except the financial records, shall record the minutes of
all meetings of the shareholders and of the Board of Directors, send all notices
of meetings, authenticate records of the Corporation and perform such other
duties as may be prescribed by the Board of Directors or the President.
(c) Treasurer. The Treasurer shall have custody of all corporate funds
and shall perform such other duties as may be prescribed by the Board of
Directors or the President.
Section 3. Removal of Officers. Any officer or agent appointed by the Board of
Directors may be removed by the Board with or without cause, whenever in its
judgment the best interests of the Corporation will be served thereby.
Any vacancy, however occurring, in any office may be filled by the Board
of Directors.
An officer's removal does not affect the officer's contract rights, if
any, with the Corporation. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer. The appointment of an
officer does not of itself create contract rights.
ARTICLE IX
Capital Stock
Section 1. Certificates of Stock. The Board of Directors shall provide for
the issue and transfer of the capital stock of the Corporation and
prescribe the form of the certificates for such stock.
Section 2. Form. Certificates representing shares in the Corporation shall be
signed (either manually or in facsimile) by the President or Vice President and
the Treasurer or an Assistant Treasurer and may be sealed with the seal of the
Corporation or a facsimile thereof. In case any officer who signed such
certificate, or whose facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of its issuance.
If and to the extent the Corporation is authorized to issue different
classes of shares or different series within a class, each certificate
representing shares shall state or fairly
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summarize upon the front or back of the certificate, or shall state
conspicuously on its front or back that the Corporation will furnish to any
shareholder upon request and without charge a full statement of:
(a) The designations, preferences, limitations, and relative rights
applicable to each class.
(b) The variations in the relative rights, preferences and limitations
determined for each series, and the authority of the Board of Directors to
determine the variations for future series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate such restrictions, or shall state that the Corporation will furnish
to any shareholder upon request and without charge a full statement of such
restrictions.
Each certificate representing shares shall state upon the face thereof:
the name of the Corporation; that the Corporation is organized under the laws of
the State of Florida; the name of the person or persons to whom issued; the
number and class of shares; and the designation of the series, if any, which
such certificate represents.
Section 3. Transfer of Stock. The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by the holders in
person or by attorney on the surrender of the certificates therefor.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
Indemnification of Directors, Officers and Employees
The Corporation shall indemnify any Director, officer, or employee or any
former Director, officer, or employee to the full extent permitted by law.
ARTICLE XII
Dividends
The Board of Directors of the Corporation may, from time to time, declare, and
the Corporation may pay, dividends on its shares in cash, property or its own
shares, except as prohibited by law, or
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when contrary to any restrictions contained in corporate indentures, bonds, or
other financing agreements.
ARTICLE XIII
Amendment
Except as provided in Article VIII of the Articles of Incorporation, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an
affirmative vote of at least two-thirds of the number of Directors constituting
the Board of Directors or by an affirmative vote of the holders of at least
two-thirds of the outstanding Voting Stock (as defined in Article VIII of the
Articles of Incorporation) of the Corporation.
ARTICLE XIV
Gender
All references herein to the masculine pronoun shall be deemed to include the
feminine pronoun.
PF2/BY-PROG.FPC
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