EXHIBIT 3.6
AMENDED AND RESTATED BYLAWS
OF
LIL' CHAMP FOOD STORES, INC.
(Adopted January 24, 1997)
ARTICLE I
---------
BUSINESS OFFICES
----------------
SECTION 1.1 GENERAL. The principal office of this Corporation shall be
located at 9143 Phillips Highway, Suite 200, Jacksonville, Florida 32256. The
Corporation shall have such other offices as its business may require and as may
be approved by the Board of Directors, within or without the State of Florida.
ARTICLE II
----------
REGISTERED OFFICES AND REGISTERED AGENTS
----------------------------------------
SECTION 2.1 FLORIDA. The address of the initial registered office of
this Corporation in the State of Florida shall be c/o C T Corporation System,
8751 West Broward Boulevard, Plantation, Florida 33324, and the name of the
registered agent of the Corporation at such address is C T Corporation System.
The Corporation, with the approval of its Board of Directors, may from time to
time designate a different address as its registered office or a different
person as its registered agent in the State of Florida, or both; provided,
however, that such designation shall become effective upon the filing of a
statement of such change with the Department of State of the State of Florida as
is required by Florida law.
SECTION 2.2 OTHER STATES. In the event the Corporation is required or
desires to qualify to transact or conduct business in one or more states other
than Florida, the Corporation shall designate the location of the registered
office in each such state and designate the registered agent for service of
process at such address, in each case as determined by the Board of Directors,
in the manner provided by the law of the state in which the Corporation is to be
qualified.
ARTICLE III
-----------
SHAREHOLDERS MEETINGS
---------------------
SECTION 3.1 PLACE OF MEETING. Meetings of the shareholders shall be
held at the principal office of the Corporation or any other place, within or
without the State of Florida, designated in the notice of the meeting.
SECTION 3.2 ANNUAL MEETING. An annual meeting of the Shareholders shall
be held within six (6) months after the close of each fiscal year of the
Corporation at a time and place designated by the Board of Directors, at which
meeting the Shareholders shall elect a Board of Directors and transact other
business. If an annual meeting is not held within any 13-month period, the
circuit court of the circuit in which the registered office of the Corporation
is located may, on the application of any Shareholder, summarily order a meeting
to be held.
SECTION 3.3 SPECIAL MEETINGS. Special meetings of the Shareholders
shall be held when directed by the Chair of the Board, the President or the
Board of Directors, or when requested in writing by the holders of not less than
ten percent (10%) of all the shares entitled to vote at the meeting. A meeting
requested by Shareholders shall be called for a date not less than ten (10) nor
more than sixty (60) days after the request is made, unless the Shareholders
requesting the meeting designate a later date. The call for the meeting shall
be issued by the Secretary, unless the Chair of the Board, the President, the
Board of Directors or the Shareholders requesting the meeting shall designate
another person to do so.
SECTION 3.4 NOTICE. Written notice stating the place, day, hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered to each Shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the meeting, either by personal delivery or by telegram, cablegram,
telex, telephonic facsimile or by first class mail, by or at the direction of
the Chair of the Board, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the Shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. Notwithstanding the foregoing, however, no such notice
to Docks U.S.A., Inc., shall be deemed delivered until actually received by such
Corporation at the address specified by it in writing for notice of Shareholder
meetings.
SECTION 3.5 NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and 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 of the Board
of Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting
2
shall be given as provided in Section 3.4 above, to each shareholder of record
on the new record date entitled to vote at such meeting.
SECTION 3.6 WAIVER OF NOTICE. Whenever notice is required to be given
to any Shareholder, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be the equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, 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 regular or special meeting of the Shareholders need be specified
in the written waiver of notice.
SECTION 3.7 CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE.
(a) For the purpose of determining Shareholders entitled to notice of or to
vote at any meeting of Shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
Shareholders for any purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining Shareholders entitled to notice of or to vote at a
meeting of Shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of Shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of Shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of Shareholders is to be
taken.
(c) If the stock transfer books are not closed and no record date is fixed
for the determination of Shareholders entitled to notice or to vote at a meeting
of Shareholders, or shareholders entitled to receive payment of a dividend or
for any other purpose, 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 or such other action is taken, as the case may be, shall be the
record date for such determination of Shareholders.
(d) When a determination of Shareholders entitled to vote at any meeting of
Shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
SECTION 3.8 RECORD OF SHAREHOLDERS HAVING VOTING RIGHTS. If the
Corporation shall have six (6) or more shareholders, the Officer or agent having
charge of the stock transfer books for shares of the Corporation shall make, at
least ten (10) days before each meeting of
3
Shareholders, a complete list of the Shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the number and class
and series, if any, of shares held by each. The list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the registered office of
the Corporation, at the principal place of business of the Corporation or at the
Office of the transfer agent or registrar of the Corporation, and any
Shareholder shall be entitled to inspect the list at any time during usual
business hours. The list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any Shareholder
at any time during the meeting. If the requirements of this section have not
been substantially complied with, the meeting, on demand of any Shareholder in
person or by proxy, shall be adjourned until the requirements are complied with.
If no such demand is made, failure to comply with the requirements of the
section shall not affect the validity of any action taken at such meeting.
SECTION 3.9 SHAREHOLDER QUORUM. 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, 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 is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the Shareholders, unless the vote of a greater number or
voting by class is required by Florida law, by the Articles of Incorporation or
by these Bylaws. After a quorum has been established at a Shareholders'
meeting, the subsequent withdrawal of Shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
SECTION 3.10 VOTING OF SHARES.
(a) Each outstanding share entitled to vote, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, except as may otherwise be provided in the Articles of
Incorporation. If the Articles of Incorporation provide for more or less than
one vote for any share on any matter, every reference in these Bylaws to a
majority or other proportion of shares shall refer to such a majority or other
proportion of shares entitled to be cast.
(b) A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or his duly authorized attorney-in-fact.
(c) At each election for Directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected at
that time and for whose election he has a right to vote, and if cumulative
voting is specifically authorized by the Articles of Incorporation, he shall
have the right to cumulate his votes by giving one candidate as many votes as
the
4
number of Directors to be elected at that time multiplied by the number of his
shares, or by distributing such votes on the same principle among any number of
such candidates.
SECTION 3.11 PROXIES.
(a) Every Shareholder entitled to vote at a meeting of Shareholders or to
express consent or dissent without a meeting, or his duly authorized attorney-
in-fact, may authorize another person or persons to act for him by proxy.
(b) Every proxy must be signed by the Shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Shareholder executing it, except as otherwise provided by
Florida law.
(c) If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
SECTION 3.12 ACTION BY SHAREHOLDERS WITHOUT A MEETING.
(a) Any action required 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 a consent in writing, setting forth the
action so taken, shall be 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. 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.
(b) Within ten (10) days after obtaining such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation, or sale or
exchange of assets for which dissenters rights are provided by Florida 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 such Florida law regarding the rights of dissenting Shareholders.
(c) In the event that the action to which the shareholders consent is such
as would have required the filing of a certificate under any provision of
Florida law, if such action had
5
been voted on by Shareholders at a meeting thereof, the certificate filed under
such section shall state that written consent has been given in accordance with
the provisions of Section 607.394, Florida Statutes, or the applicable successor
provision of Florida law.
ARTICLE IV
----------
DIRECTORS
---------
SECTION 4.1 FUNCTION. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of this Corporation shall
be managed under the direction of the Board of Directors, except as otherwise
may be required by Florida law.
SECTION 4.2 QUALIFICATION. Directors need not be residents of the State
of Florida or Shareholders of this Corporation.
SECTION 4.3 COMPENSATION. Directors shall not be paid compensation as
such except as otherwise approved by the shareholders.
SECTION 4.4 NUMBER. The number of Directors of this Corporation shall
be fixed from time to time by the Shareholders or by the Board of Directors, but
shall never be less than one (1). Unless otherwise provided by resolution of
the Shareholders, the number of Directors shall consist of that number elected
at each annual meeting of the Shareholders. Either the Shareholders or the
Board of Directors may by resolution increase or decrease the number of
Directors at any time or from time to time between annual meetings of the
Shareholders, provided that the number of Directors shall never be less than one
(1).
SECTION 4.5 ELECTION. At each annual meeting of Shareholders, the
Shareholders shall elect Directors.
SECTION 4.6 VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of any increase in the number of
Directors, may be filled either by the Shareholders or by the Board of
Directors.
SECTION 4.7 TERMS. Each Director, however elected or appointed, shall
hold office until the next succeeding annual meeting of Shareholders and until
such Director's successor shall have been elected and qualified, or until such
Director's earlier resignation, removal from office, or death.
SECTION 4.8 REMOVAL OF DIRECTORS. Any Director or the entire Board of
Directors may be removed, with or without cause, at a meeting of the
Shareholders called expressly for that purpose.
6
SECTION 4.9 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 the
quorum is present shall be the act of the Board of Directors.
SECTION 4.10 EXECUTIVE AND OTHER COMMITTEES.
(a) The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more committees each of which, to the extent provided in
such resolution, shall have and may exercise all the authority of the Board of
Directors, except as limited by Florida law.
(b) The Board of Directors, by resolution adopted in accordance with this
section, 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.
SECTION 4.11 PLACE OF MEETING. Regular and special meetings of the Board
of Directors may be held within or without the State of Florida and, unless
otherwise stated in a resolution of the Board of Directors fixing the time and
place of the meeting or in the notice of the meeting, shall be held at the
principal office of the Corporation.
SECTION 4.12 TIME, NOTICE, AND CALL OF MEETINGS.
(a) Regular meetings of the Board of Directors shall be held without
notice immediately following the annual meeting of Shareholders each year, and
may be held without notice at such other times, not more frequently than
monthly, as the Board of Directors may fix by resolution. Special meetings of
the Board of Directors may be held at such other times as called by the Chair of
the Board or a majority of the Directors. Written notice of the time and place
of special meetings of the Board of Directors shall be given to each Director
either by personal delivery, telegram, cablegram, telex, or telephonic facsimile
at least two (2) days before the meeting, or by notice mailed by first-class
mail at least seven (7) days before the meeting.
(b) 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 waiver of notice of such
meeting and waiver of any and all objections 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, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
(c) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
7
(d) Members of the Board of Directors may participate in a meeting of such
board by 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 4.13 ACTION WITHOUT A MEETING. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action to be taken, signed by all of
the Directors, or all the members of such committee, as the case may be, is
filed in the minutes of the proceedings of the Board of Directors or of such
committee. Such consent shall have the same effect as a unanimous vote.
SECTION 4.14 DIRECTOR CONFLICTS OF INTEREST.
(a) No contract or other transaction between this Corporation and one or
more of its Directors, or between this Corporation and 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
becuase 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 that
authorizes, approves, or ratifies such contract or transaction, or because the
vote or votes of such Director or Directors are counted for such purpose, if:
(i) The fact of such relationship or interest is disclosed or known
to the Board of Directors or committee that 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
(ii) 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
(iii) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board of Directors, a committee,
or the Shareholders.
(b) 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 that authorizes, approves, or ratifies such contract or transaction.
8
ARTICLE V
---------
CHAIR OF THE BOARD OF DIRECTORS
-------------------------------
SECTION 5.1 DUTIES. The person who shall preside at all meetings of
Shareholders and of the Board of Directors shall be known as the Chair of the
Board, which person shall be the principal executive officer of Docks U.S.A.,
Inc., or such other person as may be designated from time to time by the
principal executive officer of Docks U.S.A., Inc., or in the absence of such
principal executive officer or his or her designee, such other person as may be
designated by the Board of Directors of Docks U.S.A., Inc. If the Chair of the
Board is absent or unable to act at any meeting of Shareholders or of the Board
of Directors, the President, and in his or her absence or inability to act, the
Executive Vice President, shall preside at the meeting.
ARTICLE VI
----------
OFFICERS
--------
SECTION 6.1 OFFICERS. This Corporation shall have a President, an
Executive Vice President, a Secretary and a Treasurer, who may but need not be
Directors, and may have one or more other Vice Presidents, who may but need not
be Directors. Such Officers shall be chosen by the Board of Directors annually
at the first meeting of the Board of Directors held following the annual meeting
of Shareholders. Each such Officer shall serve until such Officer's successor
shall have been chosen and qualified or until such Officer's earlier
resignation, removal from office, or death. This Corporation may also have one
or more other Officers and one or more Assistant Secretaries, Assistant
Treasurers and other agents, who shall be chosen, serve for such terms, and have
such duties as may be determined or provided for by the Board of Directors. Any
person may hold two or more offices. Election or appointment of an Officer or
agent shall not of itself create contract rights.
SECTION 6.2 DUTIES. The Officers of this Corporation shall have the
following duties:
(a) PRESIDENT. The President shall be the chief executive officer of the
---------
Corporation, shall generally and actively supervise and control the business and
affairs of the Corporation and shall have such other duties as are normally
incident to the office of President, subject to the direction of the Board of
Directors.
(b) EXECUTIVE VICE PRESIDENT. The Executive Vice President shall have
------------------------
such duties as are normally incident to the office of Executive Vice President,
subject to the direction of the Board of Directors. If the President is absent
or unable to act, the Executive Vice President shall perform the duties of the
President.
9
(c) 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 the Board of Directors or its committees,
shall send all notices of meetings, shall have such other duties as are normally
incident to the office of Secretary, and shall perform such other duties as may
be prescribed by the Board of Directors or the President.
(d) TREASURER. The Treasurer shall have custody of all corporate funds
and financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of Shareholders
and whenever else required by the Board of Directors or the President, shall
have such other duties as are normally incident to the office of Treasurer, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President.
(e) VICE PRESIDENTS. Each Vice President, if any are elected, shall have
---------------
whatever powers the Board of Directors may from time to time assign and shall
perform such duties as may be prescribed by the Board of Directors or the
President.
SECTION 6.3 REMOVAL OF OFFICERS. Any officer or agent may be removed by
the Board of Directors, with or without cause, whenever in the judgment of the
Board of Directors the best interests of the Corporation will be served thereby.
SECTION 6.4 VACANCIES. Any vacancy, however occurring, in any office
may be filled by the Board of Directors.
SECTION 6.5 COMPENSATION. The compensation of the President, the
Executive Vice President, the Secretary, the Treasurer, and any other Officers
elected or appointed by the Board of Directors shall be fixed by the Board of
Directors and may be changed from time to time by the Board of Directors. The
fact that an Officer is also a Director shall not preclude such person from
receiving compensation as either a Director or Officer, nor shall it affect the
validity of any resolution by the Board of Directors fixing such compensation.
The President, with the approval of the Treasurer, shall have authority to fix
the salaries of all employees of the Corporation other than Officers elected or
appointed by the Board of Directors.
ARTICLE VII
-----------
STOCK CERTIFICATES
------------------
SECTION 7.1 AUTHORIZED SHARES; ISSUANCE. This Corporation may issue the
shares of stock authorized by its Articles of Incorporation and none other.
Shares may be issued only pursuant to a resolution adopted by the Board of
Directors. No shares shall be issued until the full amount of the consideration
therefor has been paid, or in violation of any provision of law,
10
the Articles of Incorporation, these Bylaws, or any valid agreement recorded in
the minute book of the Corporation.
SECTION 7.2 CERTIFICATES. Every holder of shares in this Corporation
shall be entitled to have a certificate representing all shares to which such
holder is entitled.
SECTION 7.3 SIGNATURES. Certificates representing shares in this
Corporation shall be signed by the President or the Executive Vice President and
by the Secretary or an Assistant Secretary, and may be sealed with the seal of
this Corporation or a facsimile thereof. The signatures of the President or the
Executive Vice President or the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation.
SECTION 7.4 FORM. Each certificate representing shares shall state upon
the face thereof: the name of the Corporation; that the Corporation is
organized under the laws 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; and the par value of each share
represented by such certificate, or a statement that the shares are without par
value. Each certificate shall otherwise comply, in all respects, with the
requirements of law and, without limiting the generality of the foregoing, each
certificate representing shares that are restricted as to the sale, disposition,
or other transfer of such shares shall contain the statements required by
Florida law.
SECTION 7.5 TRANSFER OF SHARES. Subject to any valid restrictions on
transfer and the provisions of these Bylaws for closing of the stock transfer
books, and except as otherwise provided by law, the Corporation or its transfer
agent shall register a share certificate presented to it for transfer only if
the certificate is properly endorsed and surrendered for transfer by the holder
of record or by his duly authorized attorney. The Corporation or its transfer
agent may require the signature of such person to be guaranteed by a commercial
bank or trust company or by a member of the New York or American Stock Exchange.
SECTION 7.6 LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed, or wrongfully taken; (b) requests the
issue of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the Corporation may
direct, to indemnify the Corporation, the transfer agent and the registrar
against any claim that may be made on account of the alleged loss, destruction,
or theft of the certificate; and (d) satisfies any other reasonable requirements
imposed by the Corporation.
11
ARTICLE VII
-----------
BOOKS AND RECORDS
-----------------
SECTION 8.1 BOOKS AND RECORDS.
(a) This Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its Shareholders, the Board
of Directors, and any committees of the Board of Directors.
(b) This Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its Shareholders, giving the names and addresses of all Shareholders, and the
number, class, and series, if any, of the shares held by each.
(c) Any books, records, and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
SECTION 8.2 SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have
been a holder of record of at least one quarter of one percent ( 1/4%) of the
shares or of voting trust certificates therefor at least six (6) months
immediately preceding his demand or shall be the holder of record of, or the
holder of record of voting trust certificates for, at least five percent (5%) of
the outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall have the right to examine, in person
or by agent or attorney, at any reasonable time or times, for any proper
purpose, the Corporation's relevant books and records of accounts, minutes, and
record of Shareholders and to make extracts therefrom.
SECTION 8.3 FINANCIAL INFORMATION.
(a) Unless modified by resolution of the Shareholders not later than four
(4) months after the close of each fiscal year, this Corporation shall prepare a
balance sheet showing in reasonable detail the financial condition of the
Corporation as of the close of its fiscal year and a profit and loss statement
showing the results of its operation during its fiscal year.
(b) Upon the written request of any Shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
Shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
(c) Such balance sheets and profit and loss statements shall be filed in
the registered office of the Corporation in the State of Florida, shall be kept
for at least five (5) years, and shall be subject to inspection during business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.
12
ARTICLE IX
----------
DIVIDENDS
---------
SECTION 9.1 PAYMENT. The Board of Directors of this Corporation from
time to time may declare and the Corporation may pay dividends as permitted by
law on its shares in cash, property, or its own shares, except when the
Corporation is insolvent or when the payment thereof would render the
Corporation insolvent, subject to the provisions of Florida law.
ARTICLE X
---------
CORPORATE SEAL
--------------
SECTION 10.1 FORM. The Board of Directors shall provide a corporate
seal, which shall have the name of the Corporation inscribed thereon, and may be
facsimile, engraved, printed, or an impression seal.
ARTICLE XI
----------
AMENDMENT
---------
SECTION 11.1 POWER TO AMEND. These Bylaws may be altered, amended, or
repealed, and new Bylaws may be adopted, only by the Shareholders.
SECTION 11.2 REQUISITES FOR AMENDMENT BY SHAREHOLDERS. These Bylaws may
be amended or repealed, wholly or in part, by a majority of the Shareholders
entitled to vote thereon present at any Shareholders' meeting if notice of the
proposed action was included in the notice of the meeting or is waived in
writing by a majority of the Shareholders entitled to vote thereon.
ARTICLE XII
-----------
FISCAL YEAR
-----------
SECTION 12.1 GENERAL. The fiscal year of the Corporation shall end on
such date as may be fixed or approved by resolution of the Board of Directors.
13
ARTICLE XIII
------------
POLICIES AND GUIDELINES
-----------------------
SECTION 13.1 POLICIES AND GUIDELINES. The duties and authority of the
Board of Directors, Officers and other management personnel of the Corporation
may be further defined or limited by policies and guidelines adopted and revised
from time to time by the Shareholders or the Board of Directors.
ARTICLE XIV
-----------
INDEMNIFICATION
---------------
SECTION 14.1 DEFINITIONS. For purposes of this Article:
(a) "Directors" and "Officers" include persons who shall have served as
Directors or Officers, respectively, at any time on or after May 3, 1991.
(b) "Expenses" include all expenses actually and reasonably incurred with
respect to a Proceeding, including, without limitation, fees, expenses and
disbursements of attorneys, accountants, financial consultants and other
professionals.
(c) "Liabilities" include obligations to pay a judgment, settlement,
penalty, fine or tax (including, without limitation, any withholding or
employment tax and any excise tax assessed with respect to the Corporation, any
employee benefit plan or any other enterprise as to which the Director or
Officer is or was serving in an Official Capacity), together with any obligation
to pay interest thereon.
(d) "Proceeding" includes any threatened, asserted, pending or completed
claim, action, suit or other type of proceeding, whether civil, criminal,
administrative or investigative, whether formal or informal, including, without
limitation, any arbitration proceeding or other proceeding for the resolution of
any claim or dispute and any privately conducted negotiations, and including,
without limitation, any settlement, hearing, trial or appeal of any of the
foregoing.
(e) "Serving in an Official Capacity" includes (i) serving as a Director,
Officer or agent of the Corporation (other than as an attorney-at-law,
accountant, financial consultant or other person separately retained and
compensated for the provision of goods or services to the Corporation) or (ii)
serving at the request of the Corporation as a director, officer or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including any employee benefit plan (other than as an attorney-at-law,
accountant, financial consultant or other person separately retained and
compensated for the provision of goods or services to the enterprise).
14
SECTION 14.2 MANDATORY INDEMNIFICATION. The Corporation shall indemnify
any Director or Officer who was or is a party to any Proceeding, other than an
action by, or in the right of, the Corporation, by reason of the fact that such
Director or Officer is or was Serving in an Official Capacity, against all
Liabilities and Expenses incurred in connection with such Proceeding, if such
Director or Officer acted in good faith, based on such investigation or care as
the Board of Directors or the Shareholders may deem reasonable, and in a manner
such Director or Officer reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal Proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
Corporation also shall indemnify any Director or Officer who was or is a party
to any Proceeding by or in the right of the Corporation against all Expenses
incurred in connection with such Proceeding, if such Director or Officer has
been successful on the merits or otherwise in the defense of such Proceeding.
SECTION 14.3 ADVANCE OF EXPENSES. The Corporation shall advance Expenses
incurred by a Director or Officer in defending any Proceeding for which such
person may be entitled to indemnification under this Article, unless the Board
of Directors makes a preliminary good faith determination that such Director or
Officer engaged in willful misconduct or acted with a conscious disregard for
the best interests of the Corporation. Any such advancement of Expenses with
respect to a matter shall be conditioned upon the execution by such Director or
Officer of a written agreement to repay any such advances of Expenses if such
Director or Officer is ultimately found not to be entitled to indemnification
under this Article with respect to such matter.
SECTION 14.4 INSURANCE. Nothing in this Article shall be deemed to
require indemnification to the extent that insurance proceeds under any policy
or policies of insurance carried by the Corporation or any affiliate of the
Corporation are available to satisfy any Liability or Expense incurred by a
Director or Officer by reason of the fact that such Director or Officer is or
was Serving in an Official Capacity.
SECTION 14.5 NO THIRD PARTY BENEFICIARIES. This Article is not intended
for the benefit of and shall not create any rights in favor of any third
parties, it being the intent of the parties that this Article be solely for the
benefit of Directors or Officers, their heirs and personal representatives, in
the event that any Director or Officer incurs any Liability or Expense for which
such Director or Officer is entitled to indemnification hereunder.
SECTION 14.6 DURATION OF COVERAGE. Indemnification pursuant to this
Article shall continue as to a person who has ceased to be an officer or
director and shall inure to the benefit of such person's heirs and personal
representatives. No amendment to this Article shall diminish any rights of a
Director or Officer with respect to matters arising or causes of action accruing
prior to such amendment.
SECTION 14.7 OTHER INDEMNIFICATION. Nothing in this Article shall be
deemed exclusive, and the Corporation may make any other or further
indemnification of Liabilities and
15
Expenses or advancement of Expenses of any of its Directors, Officers,
employees, or agents, under any agreement, vote of shareholders or disinterested
directors, or otherwise, provided that any such indemnification or advancement
of Expenses shall not be in violation of the Act or other applicable laws.
SECTION 14.8 ADDITIONAL PROVISIONS. Notwithstanding anything in this
Article XIV to the contrary:
(a) the provisions of this Article XIV are supplemental and in addition
to, and do not supersede or diminish, any rights of any person, or of the heirs
or personal representatives of any person: (i) who shall have served as a
director, officer, employee or agent of the Corporation's predecessor, Lil'
Champ Food Stores, Inc., a Florida Corporation, under such predecessor
Corporation's prior bylaw provisions for indemnification of directors, officers,
employees or agents, with respect to matters arising or causes of action
accruing prior to May 3, 1991, or (ii) who has entered or at any time after May
3, 1991, may enter into any separate indemnification contract or agreement with
Docks U.S.A., Inc., with respect to matters arising or causes of action accruing
either prior to or after May 3, 1991, and the Corporation shall indemnify any
such person as provided in such prior bylaw provision or such separate
indemnification contract or agreement;
(b) the provisions of this Article XIV do not supersede any prior waivers
or releases of indemnification rights or claims given to this Corporation
(formerly Huntley's Jiffy Stores, Inc., a Florida corporation) or to Docks
U.S.A., Inc., a Nevada Corporation, by any person who shall have served as a
director, officer, employee or agent of said Huntley's Jiffy Stores, Inc., and
do not apply to any rights or claims so waived or released, and such prior
waivers or releases remain in full force and effect.
The undersigned, W. Dale Fish, Secretary of Lil' Champ Food Stores, Inc., a
Florida corporation, certifies that the foregoing Amended and Restated Bylaws
were duly adopted by the sole shareholder of the Corporation, Docks U.S.A.,
Inc., on January 24, 1997.
/s/ W. Dale Fish
------------------------
W. Dale Fish, Secretary
[CORPORATE SEAL]
16