EXHIBIT 3.(a)
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
Amended May 15, 1997
Amended February 19, 1998
FLORIDA PROGRESS CORPORATION
BYLAWS
1
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.
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.
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.
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.
Section 9. Advance Notice Provisions for Election of Directors. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
shareholders, or at any special meeting of shareholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any shareholder of the
Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in this Section 9 and on the record date for the
determination of shareholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 9.
In addition to any other applicable requirements, for a
nomination to be made by a shareholder such shareholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a shareholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than 90 days nor more
than 120 days prior to the date of the annual meeting; provided, however, that
in the event that less than 100 days' notice or prior public disclosure of the
date of the annual meeting is given or made to shareholders, notice by the
shareholder in order to be timely must be so received not later than the close
of business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever occurs first; and (b) in the case of a
special meeting of shareholders called for the purpose of electing directors,
not later than the close of business on the 10th day following the day on which
the notice of the date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever occurs first.
To be in proper written form, a shareholder's notice to the
Secretary must set forth (a) as to each person whom the shareholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the number of shares of common stock of the Corporation which
are owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the number of
shares of common stock of the Corporation which are owned beneficially or of
record by such shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such shareholder, (iv) a representation that such shareholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee and to serve
as a director if elected.
No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section 9. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.
Section 10. Advance Notice Provisions for Business to be Transacted at
Annual Meeting. No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any shareholder of the Corporation (i) who
is a shareholder of record on the date of the giving of the notice provided for
in this Section 10 and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 10.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a shareholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the date of
the annual meeting; provided, however, that in the event that less than 100
days' notice or prior public disclosure of the date of the annual meeting is
given or made to shareholders, notice by the shareholder in order to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever occurs first.
To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such shareholder,
(iii) the number of shares of common stock of the Corporation which are owned
beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 10, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 10 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.
ARTICLE IV
Directors
Section 1. Number and Term of Office. The Board of Directors of the
Corporation shall consist of twelve (12) members, divided into three (3) classes
serving staggered three-year terms in accordance with the Articles of
Incorporation. The three classes shall be designated Class I, Class II and Class
III and each Class shall consist of four directors.
{Effective with the 1998 Annual Meeting of Shareholders, Section 1 has been
amended to read as follows:}
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 three-year terms in
accordance with the Articles of Incorporation. The three classes shall
be designated Class I, Class II and Class III. Class I and Class 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.
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.
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.
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.
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.
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; 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 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 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.
PROG.FLA
As amended 2-19-98