EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS
OF
AMERICAN BODY ARMOR & EQUIPMENT, INC.
ARTICLE I.
Office and Seal.
Section 1. The principal office of the corporation
in Florida shall be located in the City of Yulee. The corporation
may have such additional offices as the Board of Directors from
time to time may determine.
Section 2. The corporate seal of the corporation
shall have inscribed thereon the name of the corporation, the year
in which incorporated and the words "Florida - Corporate - Seal."
ARTICLE II.
Stockholders.
Section 1. All meetings of the stockholders shall
be held at the principal office of the corporation in Florida, or
at such other place, either within or without the State of Florida,
as from time to time may be determined by the Board of Directors
and specified in the notice of such meeting.
Section 2. The annual meeting of the stockholders
shall be held at a date, time and place designated by the Board of
Directors and stated in the notice of meeting, in compliance with
the Florida Statutes. At such meeting, the stockholders shall
elect the entire Board of Directors and shall transact such other
business as properly may come before the meeting.
Section 3. Special meetings of stockholders may be
called at any time by the President or by a majority of the
Directors. It shall also be the duty of the President to call such
meetings whenever requested in writing to do so by the records
holders of more than 10% of the stock issued and outstanding and
entitled to vote, which request shall state the objects of the
proposed meeting. Business transacted at all special meetings
shall be confined to the objects stated in the notice.
Section 4. A majority in number of shares issued
and outstanding and entitled to vote, represented by the holders in
person or by proxy, shall be requisite at all meetings to
constitute a quorum for the election of directors or the
transaction of other business. If, however, such majority shall
not be present or represented at any such meeting, the stockholders
entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time without notice other
than announcement at the meeting, until the requisite amount of
voting stock shall be present. At any such adjourned meeting at
which the requisite amount of voting stock shall be represented,
any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 5. At any meeting of the stockholders at
which a quorum is present, the affirmative vote of the holders of
a majority of the stock entitled to vote thereat, present in person
or by proxy, shall be had on any matter coming before such meeting
in order to constitute such action the valid act of the stockholders
thereon, unless otherwise provided by law, except for the election of
directors who shall be elected by a plurality vote.
Section 6. At each meeting of the stockholders,
every stockholder of stock shall be entitled to one vote for every
share of common stock and one vote for every share of preferred
stock on each matter submitted to a vote at a meeting of
stockholders. Every stockholder may vote the stock the stockholder
owns as shown in the record of stockholders of the corporation as
of the record date, determined pursuant to Section 7 of this
Article II, either in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder personally or
by his attorney-in-fact and bearing a date not more than 11 months
prior to the date of the meeting, unless the authority granted by
such instrument shall have terminated by its own terms prior to the
date of such meeting. If such instrument expressly provides, any
proxy holder may appoint, in writing, a substitute to act in his or
her place. A telegraph, telex, or cablegram, a facsimile
transmission of a signed instrument, or a photographic, photostatic,
or equivalent reproduction of a signed instrument is a sufficient
instrument.
Section 7. The Board of Directors may fix in
advance a date, not exceeding 70 days prior to the date of holding
any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, as a record date
for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, and in such
case only stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotments of
rights, as the case may be. If no record date is established by
the Board of Directors prior to authorization of payment of any
dividend, such record date for purposes of determining entitlement
to receive payment of such dividend shall be the day the Board of
Directors authorize payment of a dividend.
Section 8. Notice of the time and place of the
annual meeting of stockholders and notice of the time, place and
purpose of each special meeting of the stockholders shall be given
at least 10 and not more than 60 days before the date set for such
meeting to each stockholder of record having the right and entitled
to vote at such meeting.
Section 9. No notice of any stockholders' meeting
shall at any time be required to be published in any newspaper.
However, the Board of Directors may, if it so desires, cause notice
of any stockholders' meeting to be published in such newspapers as
the Board may designate.
ARTICLE III.
Board of Directors.
Section 1. The management of all of the affairs,
business and property of the corporation shall be vested in its
Board of Directors. The number of Directors of the corporation
shall be not less than three nor more than fifteen. The number of
Directors may be fixed from time to time by action of the Board of
Directors within such limits. The Directors shall be elected at
the annual meeting of stockholders, except as otherwise provided
for filling vacancies. Each Director shall hold office until the
annual meeting of stockholders held next after his or her election
or other manner of appointment, and until his or her successor
shall have been elected and shall qualify or until his or her
death, resignation or removal. Directors need not be stockholders.
Section 2. The annual meeting of the Board of
Directors shall be held in each year immediately after and at the
same place as the annual meeting of stockholders. No notice of the
annual meeting of the Board of Directors need be given.
Section 3. Regular meetings of the Board of
Directors may be held at such places and at such times as the Board
from time to time shall determine by resolution. If any day fixed
for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which otherwise would
be held on that day shall be held at the same hour on the next
succeeding business day not a legal holiday. No notice of regular
meetings of the Board of Directors need be given.
Section 4. Special meetings of the Board of
Directors shall be held whenever called by the President or by a
majority of the Directors. Notice of each special meeting of the
Board of Directors shall be given to each Director at least ten
days before the day on which the special meeting is to be held.
Every such notice shall state the time and place of the meeting and
the purpose thereof. The business transacted at such special
meeting shall be confined to the purposes stated in the notice.
Section 5. At least a majority of the Directors
shall be present at each meeting of the Board of Directors in order
to constitute a quorum for the transaction of business. Members of
the Board of Directors shall be deemed present at a meeting of such
Board of Directors if a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other is used. The
affirmative vote of a majority of the Directors present at any
meeting of the Board of Directors, at which a quorum is present,
shall be had upon any matter coming before said Board in order to
constitute such action the valid action of the Board thereon. In
the absence of a quorum, any two of the Directors present may
adjourn any meeting from time to time until a quorum is had.
Notice of any such adjourned meeting need not be given.
Section 6. Any action required or permitted to be
taken at any meeting of the Board of Directors or any Committee
thereof may be taken without a meeting, if a written consent to
such action is signed by all members of the Board of Directors or
of such Committee, as the case may be, and such written consent or
consents are filed with the minutes of proceedings of the Board of
Directors or Committee.
Section 7. The Board of Directors may hold its
meetings at such places within or without the State of Florida as
it from time to time may determine or as shall be specified or
fixed in the respective notice or waivers of notice thereof.
Section 8. All vacancies in the Board of Directors,
whether caused by death, resignation, removal or otherwise, shall
be filled by a majority vote of the remaining Directors.
Section 9. Any Director may resign at any time by
giving written notice to the President or to the Secretary. The
resignation of any Director shall take effect at the time specified
in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 10. Any Director may be removed at any
time, with or without cause, by a vote of the holders of a majority
of the stock present, in person or by proxy, at any special meeting
of the stockholders called for that purpose.
Section 11. The Directors may appoint from their
number, one or more Committees, including an Executive Committee
consisting of the President and one or more other members of the
Board, except that the President shall not serve on an Audit
Committee. Any Committee may hold meetings at such place as may be
agreed upon by the members thereof. The president or any members
of any Committee may call a meeting upon ten days' notice, given in
person or by mail, telegram or telephone. Any meeting of any
Committee shall be a legal meeting without notice if all the
members shall be present thereat or if written waiver thereof shall
have been given either before, at or after such meeting. Members
of any such Committee shall be deemed present at a meeting of such
Committee if a conference telephone, or similar communications
equipment by means of which all persons participating in the
meeting can hear each other is used. A majority of a Committee
shall constitute a quorum and in any case the affirmative vote of
a majority of the entire Committee shall be necessary to adopt any
resolution. The Committee may make its own rules of procedure but
shall keep regular minutes of its proceedings and shall report the
same to the Board of Directors at the next Directors' meeting held
thereafter.
During the intervals between meetings of the Board
of Directors, the Executive Committee, if appointed hereunder, may
have and shall exercise all the powers of the Board of Directors in
the management of the affairs, business and property of the
corporation, in such manner as the Executive Committee shall deem
for the best interests of the corporation in all cases in which
specific directions shall not have been given by the Board of
Directors. The Executive Committee shall not have power to fill
vacancies in said Committee or in the Board of Directors or to make
or amend the By-Laws of the corporation.
Section 12. The Board of Directors, irrespective of
any personal interest of any of its members, may establish
reasonable compensation of all directors for services to the
corporation as directors, officers, or otherwise, or may delegate
such authority to a Committee.
ARTICLE IV.
Officers of the Corporation.
Section 1. The officers of the corporation shall be
a President, such number of Vice Presidents as the Board of
Directors from time to time may determine, a Secretary, a
Treasurer, and such Assistant Secretaries and Assistant Treasurers
and such other subordinate officers as the Board from time to time
may elect or appoint. All officers elected or appointed by the
Board shall hold their respective offices only at and during the
pleasure of the Board of Directors, and may be removed at any time
with or without cause, and notwithstanding the contract rights, if
any, of the removed officer. Removal of an officer shall be
without prejudice to any contract rights pursuant to a written
employment contract or agreement entered into between the
corporation and any such officer pursuant to authorization of the
Board of Directors.
Section 2. Any person may hold two or more offices,
except that the President shall not be also the Secretary or
Assistant Secretary, but in no case shall one person sign a single
instrument of any kind in more than one capacity. None of the
officers except the President need be a member of the Board of Directors.
Section 3. The President shall be the chief
executive officer of the corporation. He or she shall preside at
all meetings of the stockholders and directors, shall have active
and general management of the business of the corporation, and
shall see that all orders and resolutions of the Board are carried
into effect. He or she shall be ex-officio a member of all
standing Committees except the audit Committee, and shall have the
general powers and duties of supervision and management usually
vested in the office of president of a corporation. The President
also shall appoint and discharge all subordinate agents and
employees and fix their salaries, subject to review by the Board of
Directors, and shall designate the duties they are to perform.
Section 4. The Vice President or Vice Presidents,
if such shall be elected, shall perform such duties as may be
assigned by the Board of Directors or by the President.
Section 5. The Secretary shall keep the minutes of
the meetings of the Board of Directors and the minutes of the
meetings of the stockholders. He or she shall attend to the giving
and serving of all notices of the corporation. He or she shall
have charge of the stock certificate books and such other books and
papers as the Board may direct, and shall perform all the duties
incidental to his office.
Section 6. The Treasurer shall have the care and
custody of all of the funds and securities of the corporation and
shall deposit the same in the name of the corporation in such banks
or depositaries as the Board of Directors may from time to time select.
Section 7. The other officers of the corporation
shall perform such duties as may be assigned by the Board of
Directors or by the President.
Section 8. The Board of Directors, by resolution,
may require any or all of the officers of the Corporation to give
bonds in favor of the corporation, with sufficient surety or
sureties, and in such amounts as the Board of Directors may fix,
conditioned for the faithful performance of the duties of their
respective offices.
ARTICLE V.
Stock.
Section 1. The certificates for shares of the
capital stock of the corporation shall be in such form as shall be
approved by the Board of Directors. The shares of stock of the
corporation shall be transferable only on the books of the
corporation by the holder thereof in person or by his attorney,
upon surrender for cancellation of the certificate or certificates,
with an assignment and power of transfer endorsed thereon or
attached thereto duly executed, and with such proof of authenticity
of the signature as the corporation or its agents reasonably may require.
Section 2. All stock certificates shall be signed
by the President or a Vice President, and the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,
and shall bear the seal of the company, which seal may be
facsimile, engraved or printed. Where such certificate is signed
by a transfer agent or an assistant transfer agent, other than the
corporation itself, or by transfer clerk acting on behalf of the
corporation and a registrar, the signature of any of the officers
named above may be facsimile. In case any officer who signed, or
whose facsimile signature has been used on any certificate, shall
cease to be such officer for any reason before the certificate has
been delivered by the corporation, such certificate may
nevertheless be issued and delivered by the corporation as though
the person who signed it or whose facsimile signature has been used
thereon had not ceased to be such officer of the corporation.
Section 3. No certificate for shares of stock in
the corporation shall be issued in place of any certificate alleged
to have been lost, stolen or destroyed, except upon production to
the corporation or its agents of satisfactory evidence of such
loss, theft or destruction, and upon delivery to the corporation of
a bond of indemnity in such amount and upon such terms and secured
by such security as the Board of Directors in its discretion may require.
ARTICLE VI.
Execution of Contracts - Fiscal Year.
Section 1. All checks, drafts, notes, bonds,
contracts and other instruments shall be signed by such officers as
may be designated from time to time by resolution of the Board of Directors.
Section 2. The fiscal year of the corporation shall
be the 12 month period ending on December 31.
ARTICLE VII.
Notices.
Section 1. Whenever the provisions of a statute, or
the Articles of Incorporation or any of these By-Laws require or
permit notice to be given to any Director, officer or stockholder,
it shall not be construed to require personal notice, but any such
notice may be given in writing by depositing the same in a post
office or letter box in a post-paid sealed wrapper, or by
delivering the same to a telegraph company for transmission by
wire, the cost thereof being prepaid, in either case addressed as
the same appears on the books of the corporation, and the time when
the same shall be so mailed or delivered to the telegraph company
shall be deemed to be the time of the giving of such notice.
Section 2. Any stockholder or Director may waive in
writing or by telegraph any notice required or permitted to be
given under any provisions of any statute or of the Articles of
Incorporation or of these By-laws, either before, at or after the
meeting or other event of which notice is so provided. All
stockholders or Directors present at any meeting shall be deemed to
have waived any and all notice thereof.
ARTICLE VIII.
Reimbursement and Indemnification of
Directors and Officers
The corporation shall indemnify and hold harmless
each person who shall serve at any time after September 22, 1993 as
a Director or officer of the corporation from and against any and
all claims and liabilities to which such person shall or may become
subject by reason of his or her having heretofore or hereafter been
a Director or officer of the corporation, or by reason of any
action alleged to have been heretofore or hereafter taken or
omitted by him or her as such Director or officer, and shall
reimburse each such person for all legal and other expenses
reasonably incurred by him or her in connection with any such claim
or liability, except that no such person shall be indemnified
against or be reimbursed for any expense incurred in connection
with any claim or liability which shall be finally adjudged to have
arisen out of his or her own gross and willful negligence or
misconduct. The rights accruing to any person under the foregoing
provisions of this Article shall not exclude any other right to
which he or she lawfully may be entitled, nor shall anything herein
contained restrict the right of the corporation to indemnify or
reimburse such person in any proper case even though not
specifically provided for herein. The corporation, its Directors,
officers, employees and agents, shall be fully protected in taking
any action or making any payment under this Article, or in refusing
so to do, in reliance upon the advice of counsel.
ARTICLE IX.
Amendment of By-Laws
The Board of Directors, by a vote of a majority of
those present at any meeting at which a quorum is present, may
alter, amend or repeal these By-Laws or any of them, and any By-Law
or alteration, amendment or repeal so made may be further amended,
altered or repealed by the Board of Directors as herein provided,
or by the stockholders entitled to vote at any regular or special
meeting of the stockholders.