BY-LAWS
OF
MEDCROSS, INC.
(AS AMENDED THROUGH NOVEMBER 8, 1993)
ARTICLE I - OFFICERS
The principal office of the corporation shall be at 3227 Bennet Street
North, St. Petersburg, Florida, 33713, or at such other place as the Board
of Directors may from time to time direct.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the
stockholders of the corporation for the election of directors and for the
transaction of such other business as may properly come before such meeting
shall be held on a day and at a time and place designated from time to time
by the Board of Directors.
SECTION 2. SPECIAL MEETINGS. A special meeting of the
stockholders may be called at any time by the President or the Board of
Directors, and shall be called by the President upon the written request of
stockholders of record holding in the aggregate 10% of the outstanding
shares of the capital stock of the corporation entitled to vote, such
written request to state the purpose or purposes of the meeting and to be
delivered to the President. Such written request shall further comply with
the requirements of Section 13 of this Article II.
SECTION 3. PLACE OF MEETINGS. The meetings of the stockholders of
the corporation shall be held in the State of Florida, or any place in the
world, as from time to time may be designated by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS AND RECORD DATE. Except as
otherwise required by statute, notice of each meeting of the stockholders,
whether annual or special, shall be in writing over the name of the
President or the Secretary. Such notice shall state the purpose or
purposes for which the meeting is called and the time and place where it is
to be held, and a copy thereof shall be served, either personally or by
first-class mail, or at the direction of the President, the Secretary, or
the officer or person calling the meeting, upon each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days
before such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid. If the notice is mailed at
least 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, it shall be directed
to a stockholder at his or her address as it appears on the stock books of
the corporation unless he or she shall have filed with the Secretary of the
corporation a written request that notices
intended for him or her be mailed to some other address, in which case it
shall be mailed to the address designated in such request. If any
stockholder in person or by attorney thereunto authorized shall waive in
writing notice of any meeting, notice thereof need not be given to him or
her.
SECTION 5. CLOSING OF TRANSFER BOOKS. In order to determine the
holders of record of the capital stock of the corporation who are entitled
to notice of meetings, to vote at a meeting or adjournment thereof, to
receive payment of any dividend, or for any other purpose, the Board of
Directors may fix a date not more than 60 days prior to the date set for
any of the above-mentioned activities for such determination of
stockholders. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting
of stockholders, such books shall be closed for at least 10 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 date for any
such determination of stockholders, such date in any case to be not more
than 60 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If the stock transfer
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books are not closed and no record date is fixed for the determination of
stockholders entitled to notice or to vote at a meeting of stockholders, or
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 stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made
as provided in this Section 5, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date
under this Section 5 for the adjourned meeting.
SECTION 6. QUORUM. At all meetings of the stockholders the
presence in person or by proxy of the holders of record of a majority of
the shares then issued and outstanding and entitled to vote shall be
necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority in interest of the
stockholders entitled to vote, present in person or by proxy, or, if no
stockholder entitled to vote is present in person or by proxy, any officer
entitled to preside at or act as secretary of such meeting may adjourn the
meeting from time to time.
SECTION 7. NOTICE OF ADJOURNED MEETING. Notice need not be given
of any adjourned meeting of stockholders if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment
is taken. Any business may be transacted at the adjourned meeting that
might have been transacted on the original date of the meeting. If,
however, after the adjournment, the Board of Directors fixed a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be
given as provided in Section 4 of this Article II to each stockholder of
record on the new record date entitled to vote at such meeting.
SECTION 8. PRESIDING OFFICER; ORDER OF BUSINESS. Meetings of the
stockholders shall be presided over by the Chairman of the Board or, if he
or she is not present or if there is no Chairman of the Board, by the
President. The presiding officer of any meeting of the stockholders may
delegate his or her duties and obligations as the presiding officer and he
or she sees fit. The Secretary of the corporation or, in his or her
absence, an Assistant Secretary shall act as secretary of every meeting of
stockholders, but if neither the Secretary nor an Assistant Secretary is
present, the presiding officer of the meeting shall choose any person
present to act as secretary of the meeting. The order and topics of
business to be transacted at any meeting shall be determined by the
presiding officer of the meeting in his or her sole discretion.
SECTION 9. INSPECTORS OF ELECTION. The Board of Directors shall
appoint at each annual meeting two persons, who need not be stockholders,
to act as Inspectors of Election at all meetings of the stockholders until
the close of the next annual meeting. No candidate for the office of
director shall act as Inspector of Election. If there be a failure to
appoint Inspectors, or if any Inspector appointed be absent or refuse to
act, or if his or her office becomes vacant, the Board of Directors present
at the meeting may choose temporary Inspectors of the number required. The
Inspectors appointed to act at any meeting of the Board, before entering
upon the discharge of their duties, shall be sworn faithfully to execute
the duties of Inspectors at such meeting with strict impartiality, and
according to the best of their ability.
SECTION 10. VOTING. Each outstanding share entitled to vote shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. In case the transfer books have not been closed, and no date
has been fixed as a record date for the determination of the stockholders
entitled to vote, no share of stock shall be voted on at any election of
directors which has been transferred on the books of the corporation within
20 days next preceding such election of directors. Any stockholder
entitled to vote may vote by proxy, provided that the instrument
authorizing such proxy to act shall have been executed in writing (which
shall include telegraphing, cabling, and telephonic facsimile transmission)
by the stockholder himself or herself or by his or her duly authorized
attorney and filed with the Secretary of the corporation. The President, a
Vice President, and the Secretary of the corporation shall constitute a
Credentials Committee and shall pass upon the validity of all proxies
submitted for use at any meeting. No proxy shall be valid after 11 months
from the date of the proxy unless otherwise provided in the proxy. The
decision of the Credentials Committee upon the validity of the proxies
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shall be conclusive. At all meetings of the stockholders, except as
otherwise required by statute, the Articles of Incorporation, or these
By-Laws, all matters shall be decided by the vote of a majority in interest
of the stockholders entitled to vote present in person or by proxy.
Election for directors need not be by ballot.
The presiding officer at any meeting of the stockholders shall have
the power to determine the method and means of voting when any matter is to
be voted upon. The method and means of voting may include, but shall not
be limited to, vote by ballot, vote by hand, or vote by voice. No method
of voting may be adopted, however, which fails to take account of any
stockholder's right to vote by proxy as provided for in this Article II.
SECTION 11. LIST OF STOCKHOLDERS. The directors shall cause the
Secretary, or other officer designated by them who has charge of the
transfer books and the stock books, to make at least 10 days before every
election a full, true, and complete list, arranged by voting group and in
alphabetical order within such group, of all the stockholders entitled to
vote at the ensuing election, and the post office address and the number of
shares held by each. The Board of Directors shall produce such
stockholders' list at the time and place of election, to remain there
during the election.
SECTION 12. WAIVER OF IRREGULARITIES. All informalities and
irregularities in calls, notices of meeting, the manner of voting, form of
proxy, credentials, and methods of ascertaining those present shall be
deemed waived if no objection is made thereto at the meeting.
SECTION 13. STOCKHOLDER PROPOSALS. No proposal by a stockholder
shall be presented for vote at a special or annual meeting of stockholders
unless such stockholder shall, not later than the close of business on the
fifth day following the date on which notice of the meeting is first given
to stockholders, provide the Board of Directors or the Secretary of the
corporation with written notice of intention to present a proposal for
action at the forthcoming meeting of stockholders which notice shall
include the name and address of such stockholder, the number of voting
securities he holds of record and which he holds beneficially, the text of
the proposal to be presented at the meeting and a statement in support of
the proposal.
Any stockholder may make any other proposal at an annual meeting or
special meeting of stockholders and the same may be discussed and
considered, but unless stated in writing and filed with the Board of
Directors or the Secretary prior to the date set forth hereinabove, such
proposal shall be laid over for action at an adjourned, special, or annual
meeting of the stockholders taking place 60 days or more thereafter. This
provision shall not prevent the consideration and approval or disapproval
at the annual meeting of reports of officers, directors, and committees;
but in connection with such reports, no new business shall be acted upon at
such annual meeting unless stated and filed as herein provided.
Notwithstanding any other provision of these By-Laws, the corporation
shall be under no obligation to include any stockholder proposal in its
proxy statement materials or otherwise present any such proposal to
stockholders at a special or annual meeting of stockholders if the Board of
Directors reasonably believes the proponents thereof have not complied with
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder nor shall the Corporation be required
to include any stockholder proposal not required to be included in its
proxy materials to stockholders in accordance with any such section, rule
or regulation.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS AND QUALIFICATIONS. The property,
affairs, and business of the corporation shall be managed under the
direction of the Board of Directors. The Board of Directors may exercise
all of the powers of the corporation, except such as are by law or by the
Articles of Incorporation or by these By-Laws expressly conferred upon or
reserved to the stockholders. The directors shall act only as a board; an
individual director shall have no power to take any actions on behalf of
the corporation unless the action is authorized by the Board of Directors.
The Board of Directors may, by contract or otherwise, give general,
limited, or special power and authority to the officers and employees of
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the corporation to transact the corporation's general business or any
special businesses, and may give powers of attorney to agents of the
corporation to transact any special business requiring that authorization.
SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of
directors shall be such number as set forth in or as determined in
accordance with the provisions of the Articles of Incorporation. Subject
to the provisions of the Articles of Incorporation and Section 6 of this
Article III, the directors shall be elected annually by the stockholders
entitled to vote at the annual meeting of stockholders, by a plurality of
the votes at such election. Subject to the provisions of the Articles of
Incorporation, each director (whether elected at an annual meeting or to
fill a vacancy or otherwise) shall continue in office until the annual
meeting of stockholders held next after his or her election and until his
or her successor shall have been elected and qualified or until his or her
death, resignation, or removal in the manner hereinafter provided.
SECTION 3. MEETINGS. A meeting of the Board of Directors shall be
held for organization, for the election of officers, and for the
transaction of such other business as properly may come before the meeting,
within 30 days after each annual election of directors upon the notice
hereinafter provided for a special meeting. The directors, however, may
hold such meeting, without notice, at the place where the annual meeting of
stockholders is held, immediately following such meeting.
The Board of Directors by resolution may provide for the holding of
regular meetings, with or without notice, and may fix the times and places
at which such meetings shall be held.
Special meetings of the Board of Directors may be called by the
President, any Vice President, or by a majority of the members of the Board
of Directors. Notice of each special meeting shall be mailed to each
director, addressed to him or her at his or her address as it appears upon
the records of the corporation, at least one day before the day on which
the meeting is to be held, or shall be sent to him or her at such place by
telegraph, telephone facsimile transmission, or cable, or telephoned or
delivered to him or her personally, not later than the day before the day
on which the meeting is to be held. Such notice shall state the time and
place (which may be within or outside the State of Florida) of such
meeting, but unless otherwise required by statute, the Articles of
Incorporation, or these By-Laws, need not state the purposes thereof.
Notice of any meeting need not be given to any director, however, if waived
by him or her, before or after such meeting, in writing or by telegraph,
telephone facsimile transmission, or cable. No notice need be given of any
meeting at which every member of the Board of Directors shall be present.
Members of the Board of Directors may participate in a meeting of the
Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
SECTION 4. QUORUM. The presence at any meeting of a majority of
the total number of directors constituting the entire Board of Directors
shall be necessary and sufficient to constitute a quorum for the
transaction of business, and except as otherwise required by statute, the
Articles of Incorporation, or these By-Laws, the act of a majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of
the directors present at the time and place of any meeting may adjourn such
meeting from time to time until a quorum is present. Notice of any
adjourned meeting need not be given.
SECTION 5. RESIGNATIONS AND REMOVAL. Any director may resign
at any time by giving written notice of such resignation to either the
Board of Directors, the President, a Vice President, the Secretary, or an
Assistant Secretary of the corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof by the
Board of Directors or by any such officer.
SECTION 6. VACANCIES. If any vacancy shall occur among the
directors by reason of death, resignation, disqualification, removal, or
otherwise, such vacancy may be filled by a majority vote of the remaining
directors, though less than a quorum. Any such vacancy may also be filled
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by a majority of the stockholders present and entitled to vote at any
meeting held during the existence of such vacancy, provided that the
filling of such vacancy is included in the corporation's proxy material for
the meeting. If a vacancy shall occur by an increase in the number of
directors, the additional directors authorized by such increase shall be
elected by the vote of a majority of the directors in office at the time of
such increase.
SECTION 7. COMPENSATION. Directors may be compensated for
services as directors and as members of Committees of the Board of
Directors. Nothing herein contained shall prevent any director from
serving the corporation in any other capacity and receiving compensation
therefor. The Board of Directors and any members of any Committee of the
Board of Directors shall be entitled to reimbursement for any reasonable
expenses incurred in attending any Board or Committee meeting.
SECTION 8. NOMINATION OF DIRECTORS. Subject to the rights of
holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such stockholders' intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the corporation not later than
the close of business on the fifth day following the date on which notice
of such meeting is first given to stockholders. Each such notice shall set
forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the board of directors, and (e)
the consent of each nominee to serve as a director of the corporation if so
elected. The presiding officer at the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. POWERS. Except as otherwise provided by statute or by
these By-Laws, all the powers of the Board of Directors when not in session
may be vested, to the extent from time to time determined by the Board of
Directors, in Committees established for specific purposes, the members of
which shall be appointed in accordance with Section 2 of this Article IV.
SECTION 2. APPOINTMENT, QUALIFICATION, AND TERM OF OFFICE. The
Board of Directors, by the affirmative vote of a majority of the directors
then in office, may appoint Committee members from among its members. The
Board of Directors may designate as Chairman of any Committee one of the
members so appointed. Each member of each Committee shall continue in
office until the first meeting of the Board of Directors held after the
annual meeting of stockholders next following his or her election and until
his or her successor is appointed and qualifies or until his or her death,
resignation, or removal in the manner hereinafter provided, or until he or
she shall cease to be a director. The Chairman of each Committee shall
preside at all meetings of the Committee at which he or she shall be
present.
SECTION 3. MEETINGS. Each Committee, by resolution, may provide
for the holding of regular meetings, with or without notice, and may fix
the time and place (within or outside the State of Florida) at which such
meetings shall be held. Special meetings of each Committee may be called
from time to time by any member of the Committee. Notice of each special
meeting shall be mailed to each member of the Committee addressed to him or
her at his or her address as it appears upon the records of the
corporation, at least two days before the day on which the meeting is to be
held, or shall be sent to him or her at such place by telephone, telephone
facsimile transmission, or cable, or telephoned or delivered to him or her
personally, not later than the day before the day on which such meeting is
to be held. Such notice shall state the time and place (which may be
within or outside the State of Florida) but, unless otherwise required by
statute, the Articles of Incorporation, or these By-Laws, need not state
the purpose of such meeting. Notice of any meeting need not be given to
any member of a Committee, however, if waived by him or her, before or
after such meeting, in writing or by telegraph, telephone facsimile
transmission, or cable. Any meeting of a Committee shall be a legal
meeting without any notice or waiver of notice therefor having been given
if all the members of the Committee shall be present thereat.
SECTION 4. RESIGNATIONS AND REMOVAL. Any member of a Committee
may resign at any time by giving written notice of such resignation to
either the Board of Directors, the President, a Vice President, the
Secretary, or an Assistant Secretary of the corporation. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof
by the Board of Directors or by any such officer.
Any member of a Committee may be removed either with or without cause
at any time by the affirmative vote of a majority of the directors then in
office, given at a meeting of the Board of Directors called for that
purpose.
SECTION 5. VACANCIES. If the office of any member of a
Committee becomes vacant by reason of death, removal, or otherwise, the
Board of Directors may appoint one of the directors as a member of the
Committee to fill such vacancy.
SECTION 6. QUORUM. The presence, at any meeting of a Committee,
of a majority of the members then in office shall constitute a quorum for
the transaction of business. A majority of such quorum may decide any
questions that may come before such meeting.
ARTICLE V - OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
Chairman of the Board of Directors, a President, one or more Vice
Presidents, one or more of whom may be designated as an Executive or Senior
Vice President, a Medical Director, a Secretary, a Treasurer, and such
other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V.
SECTION 2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. Each
officer specifically designated in Section 1 of this Article V shall be
chosen by the Board of Directors and shall hold his or her office until his
or her successor shall have been duly chosen and qualified or until his or
her death or until he or she shall resign or shall have been removed in the
manner provided in Section 4 of this Article V.
SECTION 3. SUBORDINATE OFFICERS. The Board of Directors from
time to time may appoint other officers or agents, including one or more
Assistant Treasurers and one or more Assistant Secretaries, each of whom
shall hold office for such period, have such authority, and perform such
duties as are provided in these By-Laws or as the Board of Directors from
time to time may determine. The Board of Directors may delegate to any
officer or Committee the power to appoint any such subordinate officers or
agents and to prescribe their respective authorities and duties.
SECTION 4. REMOVAL. Any officer may be removed either with or
without cause by a majority of the directors then in office.
SECTION 5. RESIGNATIONS. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors or to
the President, a Vice President, the Secretary, or any Assistant Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
receipt thereof by the Board of Directors or by the President, a Vice
President, the Secretary, or an Assistant Secretary.
SECTION 6. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification, or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed by
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these By-Laws for the regular election or appointment to such office.
SECTION 7. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall preside over all meetings of the Board of
Directors and over all meetings of the stockholders subject to such rules
as to the conduct of such meetings as are established by the Board of
Directors.
SECTION 8. THE PRESIDENT. The President shall be the chief
executive officer of the corporation and, subject to the direction of the
Board of Directors, shall have general charge of the business, affairs, and
property of the corporation as well as control over the corporation's other
officers. The President shall preside at all meetings of the stockholders
and of the Board of Directors in the absence of the Chairman of the Board
of Directors. The President shall do and perform such other duties and may
exercise such other powers as from time to time may be assigned to him or
her by these By-Laws or by the Board of Directors.
SECTION 9. THE VICE PRESIDENTS. At the request of the
President or in his or her absence or disability, the Vice President, or in
the case there shall be more than one Vice President, the Vice President
designated by the President (or in the absence of such designation, the
Vice President designated by the Board of Directors) shall perform all 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. Any Vice
President shall perform such other duties and may exercise such other
powers as from time to time may be assigned to him or her by these By-Laws
or by the Board of Directors or the President.
SECTION 10. THE MEDICAL DIRECTOR. The Medical Director shall
keep informed and advise the Board of Directors and the officers of the
corporation as to those medical technologies that are related to the
current operations of the corporation, as to those related to areas
determined by the Board of Directors to be of interest to the corporation
by way of expansion, and as to the needs of the medical community as they
relate to the corporation's operations. The Medical Director shall perform
such other duties as from time to time may be assigned to him or her by
these By-Laws or by the Board of Directors.
SECTION 11. THE SECRETARY. The Secretary of the corporation shall
keep the minutes of the meetings of the stockholders of the corporation
and, unless provided otherwise by the Chairman at any meeting of the Board
of Directors, the Secretary shall keep the minutes of the meetings of the
Board of Directors of the corporation. The Secretary shall be the
custodian of the minute books of the corporation and such other books and
records of the corporation as the Board of Directors of the corporation may
direct. The Secretary of the corporation shall have the general
responsibility for maintaining the stock transfer books of the corporation
or of supervising the maintenance of the stock transfer books of the
corporation by the transfer agent, if any, of the corporation. The
Secretary shall be the custodian of the corporate seal of the corporation
and shall affix the corporate seal of the corporation on contracts and
other instruments as the Board of Directors may direct. The Secretary
shall perform such other duties as are assigned to him from time to time by
the Board of Directors or the President of the corporation.
SECTION 12. THE TREASURER. The Treasurer of the corporation shall
have custody of all funds and securities owned by the corporation. The
Treasurer shall cause to be entered regularly in the proper books of
account of the corporation full and accurate accounts of the receipts and
disbursements of the corporation. The Treasurer of the corporation shall
render a statement of the cash, financial, and other accounts of the
corporation whenever he is directed to render such a statement by the Board
of Directors or by the President of the corporation. The Treasurer shall
at all reasonable times make available the corporation's books and
financial accounts to any director of the corporation during normal
business hours. The Treasurer shall perform all other acts incident to the
office of treasurer of the corporation, and he shall have such other duties
as are assigned to him from time to time by the Board of Directors or the
President of the Corporation.
SECTION 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries and Assistant Treasurers shall have such
duties as from time to time may be assigned to them by the Board of
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Directors or by the President.
SECTION 14. SALARIES. The salaries or other compensation 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 or other compensation
by reason of the fact that he or she is also a director of the corporation.
ARTICLE VI - EXECUTION OF INSTRUMENTS
All documents, instruments, or writings of any nature shall be signed,
executed, verified, acknowledged, and delivered by such officers, agents,
or employees of the corporation as may be determined from time to time by
the Board of Directors.
ARTICLE VII - CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Every stockholder shall have a
certificate, signed by the President or a Vice President and either the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying the number of shares owned by him or her in the
corporation. When the certificate is signed by a transfer agent or an
assistant transfer agent or by a transfer clerk on behalf of the
corporation and registrar, the signatures of the President, Vice President,
Treasurer, Assistant Treasurer, Secretary, or Assistant Secretary may be
facsimiles.
Certificates for shares of the stock of the corporation shall be in such
form as shall be approved by the Board of Directors, and the seal of the
corporation or a facsimile thereof shall be affixed thereto. There shall be
entered upon the stock books of the corporation the number of each
certificate issued, the name of the person owning the shares represented
thereby, the number of shares, and the date thereof.
SECTION 2. LOST OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation, alleged to have been
lost or destroyed, upon the making of an affidavit of the fact by the
person claiming the certificate of stock to have been lost or destroyed.
When authorizing such issue of a new certificate, the Board of Directors
may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate, or his or
her legal representatives, to advertise the same in such manner as it shall
require or to give the corporation a bond sufficient to indemnify the
corporation on account of the alleged loss of any such certificate or the
issuance of such new certificate.
SECTION 3. RIGHTS AND LIABILITIES OF STOCKHOLDERS OF RECORDS.
The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the owner thereof and shall not be bound to
recognize any legal, equitable, or other claims to or interest in such
share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Florida.
SECTION 4. REGULATIONS. The Board of Directors may make
such rules and regulations as it may deem expedient concerning the issuance
and transfer of certificates for shares of the stock of the corporation,
including the issuance of new certificates to replace lost or destroyed
certificates, and may appoint transfer agents or registrars or both of any
class of stock of the corporation.
SECTION 5. CONTROL-SHARE ACQUISITIONS. Section 607.0902, Florida
Statutes, shall not apply to control-shares acquisitions of share of the
corporation.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in the form of a circle and shall bear the
name of the corporation and year of its incorporation and shall indicate
its formation under the laws of the State of Florida; provided, that the
form of such seal shall be subject to alteration from time to time by the
Board of Directors.
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ARTICLE IX - INDEMNIFICATION
SECTION 1. LEGAL PROCEEDINGS. The corporation shall indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by,
or in the right of, the corporation), by reason of the fact that he or she
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 another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit, or proceeding,
including any appeal thereof, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, and not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction or upon a plea of nolo contendre or its
equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation or, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
SECTION 2. ACTIONS BY THE CORPORATION. The corporation shall
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
the fact that he or she 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 another corporation,
partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him or her
in connection with the defense or settlement of such action or suit,
including any appeal thereof, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless, and only to the
extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
SECTION 3. EXPENSES. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
Section 1 or Section 2, or in defense of any claim, issue, or matter
therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
SECTION 4. DETERMINATION TO INDEMNIFY. Any indemnification under
Section 1 or Section 2, unless pursuant to a determination by a court,
shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in Section 1 or Section 2.
Such determination shall be made:
(a) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such proceeding;
(b) if such a quorum is not obtainable or, even if obtainable, by
majority vote of a Committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting solely of two
or more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
i) selected by the Board of Directors prescribed in Section
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4(a) or the Committee prescribed in Section 4(b); or
ii) if a quorum of the directors cannot be obtained for Section
4(a) and the Committee cannot be designated under Section 4(b), selected by
majority vote of the full Board of Directors (in which directors who are
parties may participate); or
(d) by the stockholders by a majority vote of a quorum consisting of
stockholders who were not parties to such proceeding or, if no such quorum
is obtainable, by a majority vote of the stockholders who are not parties
to such proceeding.
SECTION 5. ADVANCE OF EXPENSES. Expenses, including attorneys'
fees, incurred in defending a civil or criminal action, suit, or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding upon a preliminary determination following one
of the procedures set forth in Section 4 that the director, officer,
employee, or agent met the applicable standard of conduct set forth in
Section 1 or Section 2 as authorized by the Board of Directors in the
specific case and, in either event, upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article.
SECTION 6. OTHER INDEMNIFICATION. The corporation or the
stockholders may make any other or further indemnification of any of the
corporation's directors, officers, employees, or agents under any
agreement, vote of stockholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in
another capacity while holding such office, except as prohibited by law.
SECTION 7. CONTINUATION. Indemnification as provided in this
Article shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
SECTION 8. INSURANCE. The corporation may purchase and
maintain insurance on behalf of 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
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him or her and incurred by him or
her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of this Article.
SECTION 9. NOTICE TO STOCKHOLDERS. If any expenses or other
amounts are paid by way of indemnification other than by court order or
action by the stockholders or by an insurance carrier pursuant to insurance
maintained by the corporation, the corporation shall, not later than the
time of delivery to stockholders of written notice of the next annual
meeting of stockholders, unless such meeting is held within three months
after the date of such payment, and, in any event, within 15 months after
the date of such payment, deliver either personally or by mail to each
stockholder of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and
the nature and status at the time of such payment of the litigation or
threatened litigation.
SECTION 10. INTERPRETATION. This Article IX shall be
interpreted to permit indemnification to the fullest extent permitted by
law. If any part of this Article shall be found to be invalid or
ineffective in any action, suit, or proceeding, the validity and effect of
the remaining part therefor shall not be affected.
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