AMENDED AND RESTATED
BYLAWS
OF
BENTLEY PHARMACEUTICALS, INC.
ADOPTED MARCH 24, 1998
ARTICLE I. MEETINGS OF StockholderS
Section 1. Annual Meeting. The annual meeting of the Stockholders of the
Corporation for the election of Directors and the transaction of such other
business as may be properly come before the meeting shall be held the second
Friday in June of each year, at 10:00 A.M. at a place to be determined by the
President or the Board of Directors. If the annual meeting is not held, by
oversight or otherwise, a special meeting shall be held as soon as practical,
and any business transacted or election held at that meeting shall be as valid
as if transacted or held at the annual meeting.
Section 2. Special Meetings. Special meetings of the Stockholders for any
purpose shall be held when called by the President or the Board of Directors or
when requested in writing by the holder or holders of not less than ten percent
(10%) of all the shares entitled to vote at the meeting. A meeting requested by
Stockholders shall be called for a date not less than ten nor more than sixty
days after the request is made, unless the Stockholders requesting the meeting
designate a later date. The Secretary shall issue the call for the meeting,
unless the President, the Board of Directors, or the Stockholders requesting the
meeting designate another person to do so. The Stockholders at a special meeting
may transact only business that is related to the purposes stated in the notice
of the meeting.
Section 3. Place. Meetings of Stockholders may be held within or without the
State of Florida and any Stockholder may waive notice thereof either before or
after the meeting.
Section 4. Notice. A written notice of each meeting of Stockholders, stating the
place, day, and time 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
Stockholder of record entitled to vote at the meeting, not less than ten nor
more than sixty days before the date set for the meeting, either personally or
by first class mail, by or at the direction of the President, the Secretary, or
the Officer or other persons calling the meeting. If mailed, the notice is
effective when it is deposited in the United States mail, postage prepaid,
addressed to the Stockholder at his address as it appears on the records of the
Corporation. This notice shall be sufficient for that meeting and any
adjournment of the meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and if
after the adjournment, the Board does not fix a new record date for the
adjourned meeting. If any Stockholder transfers any of his stock after notice is
given, it shall not be necessary to notify the transferee. Part (A) all items to
be placed on the agenda for vote at an annual stockholders meeting including any
director or slate of directors, must be submitted to the company in writing 75
days prior to the day of the meeting to allow the company time to have the item
included in the proxy statement mailed to all the stockholders with the notice
of said meeting and further, in the case of a nomination of a director or a
slate of directors the submission of the required qualifications and background
information and acceptance of the nomination in writing of said nominees.
Section 5. Waivers of Notice. Whenever any notice is required to be given to any
Stockholder of the Corporation under these Bylaws, the Articles of
Incorporation, or the Florida General Corporation Act, a written waiver of
notice signed at any time by the person entitled to that notice shall be
equivalent to giving that notice. Attendance by a Stockholder entitled to vote
at a meeting,
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in person or by proxy, constitutes a waiver of notice of the meeting, except
when a Stockholder attends a meeting for the purpose, expressed at the beginning
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining Stockholders entitled to payment of any dividend or to receive
notice of or to vote at any meeting of Stockholders or any adjournment of any
meeting or in order to make a determination of Stockholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a period not to exceed sixty days. If the stock transfer books are
closed for the purpose of determining Stockholders entitled to notice of or to
vote at a meeting of Stockholders, they shall be closed at least ten days
immediately preceding that meeting. Instead of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for the
determination of shareholders but that date shall never be more than sixty days
nor, in case of a meeting of Stockholders, less than ten days prior to the date
on which the action requiring the determination of Stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of Stockholders, the date on which either notice of the meeting is
mailed or the resolution of the Board of Directors declaring a dividend or
authorizing the action that requires a determination of Stockholders is adopted
shall be the record date for the determination of Stockholders. When a
determination of Stockholders entitled to vote at any meeting of Stockholders
has been made as provided in this section, the determination shall apply to any
adjournment of the meeting, unless the Board of Directors fixes a new record
date for the adjourned meeting.
Section 7. Voting Record. At least ten days before each meeting of Stockholders,
the officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete
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list of the Stockholders entitled to vote at that meeting or at adjournment of
the meeting, stating each Stockholder's address and the number, class, and
series of the shares that he holds. This list shall be kept on file fourteen
days before the meeting at the Corporation's registered office or principal
place of business or at the office of its transfer agent or registrar, and any
Stockholder may inspect the list anytime during usual business hours. The list
also shall be produced and kept open at the time and place of the meeting, and
any Stockholder may inspect it anytime during the meeting. If the requirements
of this section have not been substantially complied with, the meeting shall be
adjourned upon the demand of any Stockholder, in person or by proxy, until the
requirements are complied with. If no demand is made, failure to comply with the
requirements of this section does not affect the validity of .any action taken
at the meeting.
Section 8. Stockholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy constitutes a quorum at the meeting of
Stockholders. When an item of business must be voted on by a class or series of
stock, a majority of the shares of that class or series constitutes a quorum for
the transaction of that business by that class or series. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is the act of the Stockholders unless
otherwise provided by law or by Article 8 of the Articles of Incorporation.
After a quorum has been established at a Stockholders' meeting, a withdrawal of
Stockholders that reduces the number of Stockholders entitled to vote at the
meeting below the number required for a quorum does not affect the validity of
any action taken at or adjournment of the meeting.
Section 9. Voting of Shares. Every Stockholder entitled to vote at a meeting of
Stockholders is entitled, upon each proposal presented to the meeting, to one
vote for each share of voting stock
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recorded in his name on the books of the Corporation on the record date fixed as
provided in Article I, Section 6 of these Bylaws. A Stockholder may vote either
in person or by proxy executed in writing by the Stockholder or his duly
authorized attorney-in-fact. Treasury shares, shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, and shares of stock of this
Corporation that it holds in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting and shall not be counted in determining the total
number of outstanding shares.
The Chairman of the Board, the President, any Vice President, the Secretary, and
the Treasurer of a corporate Stockholder, in that order, are presumed to possess
authority to vote shares standing in the name of the corporate Stockholder in
the absence of a bylaw or other instrument of the corporate Stockholder
designating some other officer, agent, or proxy to vote the shares. Proof of
that designation shall be made by presentation of a certified copy of the bylaws
or other instrument of the corporate Stockholder. Shares held by a personal
representative, guardian, or conservator may be voted by him, either in person
or by proxy, without a transfer of those shares into his name. A trustee may
vote, either in person or by proxy, shares standing in his name, but no trustee
may vote any shares that are not, transferred into his name. If he is authorized
to do so by an appropriate order of the court by which he was appointed, a
receiver may vote shares standing in his name or held by or under his control
without a transfer of those shares into his name. A Stockholder whose shares are
pledged may vote those shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee or his nominee shall be entitled
to vote the .shares transferred, unless the instrument creating the pledge
provides otherwise.
Section 10. Proxies. A Stockholder entitled to vote at a meeting of the
Stockholders or to express
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consent or dissent without a meeting or a Stockholder's duly authorized
attorney-in-fact may authorize one or more persons to act for him by proxy. To
be effective, a proxy must be signed by the Stockholder or his attorney-in-fact.
A proxy granting authority to vote shares that are registered in the names of
multiple owners is effective only if each record owner signs it. A proxy is not
valid after eleven months from its date unless it provides otherwise. A proxy is
revocable at the pleasure of the Stockholder executing it, except as otherwise
provided by law. A proxy holder's authority to act is not revoked by the
incompetence or death of the Stockholder who executed the proxy unless, before
the authority is exercised, the Corporate Officer responsible for maintaining
the list of Stockholders receives written notice of an adjudication of
incompetence or death. If a proxy for the same shares confers authority on two
or more, persons and does not otherwise indicate how the shares should be voted,
a majority of those proxies who are present at the meeting (or a single proxy
holder if only one is present) may exercise all the powers conferred by the
proxy, but if the proxy holders present at the meeting are equally divided as to
the manner of voting in any case, the voting of the shares subject to the proxy
shall be prorated. If a proxy expressly provides, the proxy holder may appoint
in writing a substitute to act in his place.
Section 11. Action by Stockholders Without a Meeting. Any action required by
law, these Bylaws, or the Articles of Incorporation of this Corporation to be
taken at an annual or special meeting of Stockholders of the Corporation or any
action that may be taken at any annual or special meeting of the Stockholders
may be taken without a meeting, without prior notice, and without a vote, if a
written consent, setting forth the action taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take that action at a meeting at which all shares
entitled to vote on the matter were present and voted. All
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Stockholders need not sign the same document. If any class of shares is entitled
to vote as a class, written consent required is of both (a) the holders of a
majority of the shares of each class of shares entitled to vote as a class, and
(b) the total shares entitled to vote on the matter. Within ten days after the
Stockholders authorize an action by written consent, written notice shall be
given to the Stockholders who did not consent. The notice shall fairly summarize
the material features of the authorized action and, if the action is a merger,
consolidation, or sale or exchange of assets for which dissenters' rights are
provided under the Florida General Corporation Act, the notice shall contain a
clear statement of the right of the dissenting Stockholders to be paid the fair
value of their shares upon compliance with the other provisions of the Act
concerning the rights of dissenting Stockholders.
Section 12. Voting Trusts. Any number of Stockholders of this Corporation may
create a voting trust in the manner provided by law for the, purpose of
conferring upon the trustee or trustees the right to vote or otherwise represent
their shares. When the counterpart of a voting trust agreement and a copy of the
record of the holders of voting trust certificates are deposited with the
Corporation as provided by law, those documents shall be subject to the same
right of examination by a Stockholder of the Corporation, in person or by agent
or attorney, as are the books and records of the Corporation, and the
counterpart and the copy of the records shall be subject to examination by any
holder of record of voting trust certificates, either in person or by agent or
attorney at any reasonable time for any proper purpose.
Section 13. Stockholders Agreement. Two or more Stockholders of this Corporation
may enter into an agreement providing for the exercise of voting rights in the
manner provided in the agreement or relating to any phase of the affairs of the
Corporation, in the manner and to the extent provided
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by law. The agreement shall not impair the right of this Corporation to treat a
Stockholder of record as entitled to vote the shares as standing in his name.
ARTICLE II. DIRECTORS
Section 1. Function. The business of this Corporation shall be managed and its
corporate powers exercised by the Board of Directors.
Section 2. Number. The number of members of the Corporation's Board of Directors
shall not be less than one nor more than thirteen. All the Directors shall be of
full age and at least one shall be a citizen of the United States. The presence
of a majority of all Directors shall be necessary at any meeting to constitute a
quorum for the transaction of business. Meetings of the Directors may be held
within or without the state of Florida. With the exception of the President of
this corporation, Directors and officers need not be stockholders of the
corporation.
Section 3. Qualification. Each Director need not be a resident of Florida.
Section 4. Election and Term. There shall be three classes of Directors known as
Class 1, Class 2 and Class 3 respectively with each class having as equal a
number of Directors as possible. The names and post office addresses of the
Directors until the first annual meeting after adoption of this amendment and
the class to which each shall belong are as follows:
Class 1 December 1987
Name Post Office Address
---- -------------------
Ranald Stewart, Jr. 1501 Sheridan Forest
Tampa, Florida 33609
Walter L. Benson 2024 Belleair Road
Clearwater, Florida 33546
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F. Stuart Clemmons 1924 Michigan Avenue N.E.
St. Petersburg, Florida 33703
Class 2 December 1988
Name Post Office Address
---- -------------------
P. Calvin Maybury 4102 Cypress Bayou Drive
Tampa, Florida 33624
Kenneth P. Parvin 3559 Manatee Drive S.E.
St. Petersburg, Florida 33705
Eldon Post 6604 11th Avenue West
Bradenton, Florida 33505
Edmund G. Vimond, Jr. 18 Timothy Lane
Bedminster, New Jersey 07921
Class 3 December 1989
Name Post Office Address
---- -------------------
Harold W. Huber 1700 West Bay Drive
Largo, Florida 33540
James C. Vesey 8800 Bardmoor Boulevard, 27W
Seminole, Florida 33543
John A. Macleod 2858 Sandpiper Place
Clearwater, Florida 33520
Arnold J. Winograd 1053 Indian Trail
Destin, Florida 32541
The term of office of the Class 1 Directors above named shall expire at the
first annual meeting after adoption of this amendment; the term of the Class 2
directors shall expire at the second annual meeting after adoption of this
amendment and the term of the Class 3 directors shall expire at the third annual
meeting after adoption of this amendment. Upon expiration of the terms of office
of the
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Directors classified above, their successors shall be elected for the term of
three years each, so that approximately one-third of the number of directors of
the Corporation shall be elected annually.
(a) The Stockholders may by affirmative vote of the holders of shares
entitling them to exercise 2/3 of the voting power of the corporation fill any
vacancy in the office of the Director created by death or resignation.
(b) No person, other than a Director retiring at the meeting or a
person recommended by the Directors for election,, shall be eligible for
election to the office of Director at any general meeting unless not less than
seventy-five days before the day appointed for the meeting there shall have been
left at the office of the corporation notice in writing signed by a Stockholder
duly qualified to attend and vote at such meeting, of his intention to propose
such a person for election, and also notice in writing signed by that person of
his willingness to be elected.
(c) If at any general meeting at which an election of Directors ought
to take place, the place of any retiring Director be not filled, such retiring
Director shall (unless a resolution for his re-election shall have been put to
the meeting and lost) continue in office until the annual general meeting in the
next year, and so on from time to time until his place has been filled.
(d) A Director may only be removed for cause at a meeting of the
Stockholders held for such purposes, by the affirmative vote of the holders of
shares entitling them to exercise 2/3 of the voting power of the corporation on
such removal, provided that such Director prior to his removal shall have
received a copy of the charges against him, delivered to him personally or being
mailed to the address appearing upon the records of the corporation at least 10
days prior to such meeting and be given an opportunity to be heard on such
charges at such meeting.
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Each director shall hold office for the term for which he is elected and until
his successor has been elected and qualified or until his earlier death,
resignation, or removal from office.
Section 5. Compensation. The Board of Directors has authority to fix the
compensation of the Directors as Directors and as officers.
Section 6. Duties of Directors. A Director shall perform his duties as a
Director, including his duties as a member of any committee of the Board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation, and with such care as I an ordinarily prudent
person in a similar position would use under similar circumstances. In
performing his duties, a Director may rely on information, opinions, reports, or
statements, including financial statements and other financial data, prepared or
presented by the following:
(a) one or more Officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the matters
presented;
(b) counsel, public accountants, or other persons as to matters that
the Director reasonably believes to be within that person's professional or
expert competence; or
(c) a committee of the Board upon which he does not serve and which
he reasonably believes to merit confidence, as to matters within the authority
designated to it by the Articles of Incorporation or the Bylaws.
A Director shall not be considered as acting in good faith if he has knowledge
concerning the matter in question that would cause the reliance described above
to be unwarranted. A person who performs his duties in compliance with this
section shall have no liability because of his being or having been a Director
of the Corporation.
Section 7. Presumption of Assent. A Director of the Corporation who is present
at a meeting of
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the Board of Directors at which action on any corporate matter is taken is
presumed to have assented to the action unless he votes against it or expressly
abstains from voting on it. The Secretary of the meeting shall record each
abstention or negative vote in the minutes of the meeting.
Section 8. Vacancies. Vacancies shall be filled by the Stockholders, in
accordance with Article 6 Part (C) of the Articles of incorporation and Article
II Section 4 (A) of these By-Laws.
Section 9. Quorum and Voting. A majority of the full Board of Directors
constitutes a quorum for the transaction of business. The act of the majority of
the Directors present at a meeting at which a quorum is present is the act of
the Board of Directors.
Section 10. Executive and Other Committees. 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 other committees each of
which, to the extent provided in the resolution shall have and may exercise all
the authority of the Board of Directors, except that no committee shall have the
authority to:
(a) approve or recommend to Stockholders actions or proposal required
by law to be approved by Stockholders,
(b) designate candidates for the office of Director, for the purposes
of proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee of the
Board,
(d) amend the Bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of shares or any
contract to issue or sell
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shares or designate the terms of a series or class of shares, except as may be
provided by the Florida General Corporation Act. The Board of Directors, by
resolution adopted according to this section, may designate one or more
Directors as alternate members of any committee, who may act in the place of any
absent member at any meeting of that committee.
Section 11. Place of Meetings. Regular and special meetings by the Board of
Directors may be held within or outside the State of Florida.
Section 12. Regular Meetings. A regular meeting of the Board of Directors shall
be held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of Stockholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than this resolution.
Section 13. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. All meetings,
whether regular or special, shall be held at 9:00 A.M. unless in the case of
special meetings the notice states a different time.
Section 14. Notice of Meetings. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each Director by either
personal delivery or first-class United States mail, telegram, or cablegram at
least two days before the meeting. Notice of a meeting of the Board of Directors
need not be given to any Director who signs a waiver of notice before, during,
or after the meeting. Attendance of a Director at a meeting constitutes a waiver
of notice of that meeting and waiver of all objections to the time and place of
the meeting, and the manner in which it was called or convened, except when the
Director attends the meeting solely
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to object, 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
Board of Directors need be specified in the notice or waiver of notice of that
meeting. A majority of the Directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Section 15. Method of Meeting. Members of the Board of Directors may participate
in the meeting of the Board by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Participation by such means constitutes
presence in person at a meeting.
Section 16. Action Without a Meeting. Any action required to be taken at a
meeting of the Directors, or any action that may be taken at a meeting of the
Directors or a committee of the Directors, may be taken without a meeting if a
written consent, setting forth the action to be taken and signed by all the
Directors or committee members, is filed in the minutes of the proceedings of
the Boa rd or the committee. All Directors need not sign the same document. A
unanimous, written consent has the same effect as a unanimous vote.
Section 17. Director Conflicts of Interest. No contract or other transaction
between this Corporation and one or more of its Directors or any other
corporation, firm, association or entity in which one or more of the Directors
are directors or officers or are financially interested, shall be either void or
voidable because of that relationship or interest or because the Director or
Directors
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are present at the meeting of the Board of Directors or a committee that
authorizes, approves or ratifies the contract or transaction or because his or
their votes are counted for that purpose, if:
(a) the existence of the 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 and consents of the interested Directors, or
(b) the existence of the relationship or interest is disclosed, or
known to the Stockholders entitled to vote and they authorize, approve, or
ratify the contract or transaction by vote or written consent, or
(c) the contract or transaction is fair and reasonable to the
Corporation at the time it is authorized by the Board, a committee, or the
Stockholders. 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 that
authorizes, approves, or ratifies the contract or transaction.
ARTICLE III. OFFICERS
Section 1. Officers. The Executive Officers of the Corporation shall consist of
a Chief Executive Officer, President, a Secretary, and a Treasurer, and may
include one or more Executive and Senior Vice Presidents. The Executive Officers
shall be elected initially by the Board of Directors at the organization meeting
of Directors and, after that, at the first meeting of the Board following the
annual meeting of the Stockholders each year. The Board from time to time may
elect or appoint other officers (including Vice Presidents), Assistant Officers,
and agent, who shall have the authority
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and perform such duties as the Board prescribes. Each officer shall hold office
until his successor is appointed and has qualified or until his earlier death,
resignation, or removal from office. One person may hold any two or more
offices. The failure to elect any officer shall not affect the existence of the
Corporation.
Section 2. President. The President may also be the Chief Executive Officer of
the Corporation. Subject to the directions of the Board of Directors, he has
general and active management of the business and affairs of the Corporation,
and shall preside at all meetings of the Stockholders and Board of Directors.
The duties, powers and functions of the CEO and other officers shall be such as
is and has been customary for such CEO and officers of the corporation. The
duties powers and functions of the CEO may not be changed except at a meeting of
the Stockholders held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise 2/3 of the voting power of the corporation on
such proposal.
Section 3. Vice Presidents. The Executive Vice Presidents and Senior Vice
Presidents have the powers and shall perform the duties that the Board of
Directors or the President prescribes. Unless the Board otherwise provides, if
the President is absent or unable to act, the Executive Vice President shall
perform all the duties and may exercise all the Powers of the President. If the
Executive Vice President is absent or unable to act, the Vice President who has
served in the capacity for the longest time and who is present and able to act
shall perform all the duties and may exercise all the powers of the Executive
Vice President. Unless the Board otherwise provides, any Executive or Senior
Vice President may sign bonds, deeds, and contracts for the Corporation and,
with the Secretary or Assistant Secretary, may sign certificates for shares of
stock of the Corporation.
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Section 4. Secretary. The Secretary shall (a) keep the minutes of the
Proceedings of the Stockholders and the Board of Directors in one or more books
provided for that purpose, (b) see that all notices are duly given according to
the relevant provisions of these Bylaws or as required by law, (c) maintain
custody of the Corporate records and seal, attest the signatures of Officers who
execute documents on behalf of the Corporation, and affix the seal to all
documents that are executed on behalf of the Corporation under its seal, (d)
keep a register of each Stockholder's mailing address that the Stockholder
furnishes to the Secretary, (e) sign with the President or a Vice President
certificates for shares of stock of the Corporation, the issuance of which has
been authorized by resolution of the Board of Directors, (f) h ave general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of Secretary and such other duties as
the President or the Board of Directors from time to time prescribes.
Section 5. Treasurer. The Treasurer shall (a) have charge and custody of and be
responsible for all funds and securities of the Corporation, (b) receive and
give receipts for all monies due and payable to the Corporation and deposit all
monies in the name of the Corporation in the banks, trust companies, or other
depositories selected by the Board of Directors, and (c) in general perform all
the duties incident to the office of Treasurer and such other duties as the
President or the Board of Directors from time to time assigns to him. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such sureties as the Board
of Directors determines.
Section 6. Removal of Officers. An Officer or agent elected or appointed by the
Board of Directors may be removed by the Board or the Chief Executive Officer
whenever in the judgement of either, his removal would serve the best interests
of the Corporation. Removal shall be without prejudice
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to any contract rights of the person removed. The mere appointment of any person
as an officer, agent, or employee of the Corporation does not create any
contract rights. The Board of Directors may fill a vacancy in any office.
Section 7. Salaries. The Board of Directors from time to time shall fix the
salaries of the Officer, and no Officer shall be prevented from receiving a
salary merely because he is also a Director of the Corporation.
ARTICLE IV. INDEMNIFICATION
Any person, or his heirs or personal representative who is made or threatened to
be made a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he or his
testator or intestate is or was a Director, officer, employee, or agent of this
Corporation or serves or served any other Corporation or enterprise in any
capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by law. The foregoing right of indemnification or reimbursement
shall not be exclusive of other rights to which the person or his heirs, or
personal representative may be entitled. The Corporation may, upon the
affirmative vote of a majority of its Board of Directors, purchase insurance for
the purpose of indemnifying these persons. The insurance may be for the benefit
of all Directors, Officers, or employees.
ARTICLE V. STOCK CERTIFICATES
Section 1. Issuance. Every Stockholder of this Corporation is entitled to have a
certificate, evidencing all shares to which he is entitled. No certificate shall
be issued for any share until the share is fully paid.
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Section 2. Form. Certificates evidencing shares in this Corporation shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this Corporation or a facsimile of
the seal. The signatures of the foregoing Officers may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the Corporation or an employee of the Corporation. If, before the
certificate is issued, any office holder who signed or whose facsimile signature
has been placed on the certificate ceases to hold that office, the certificate
may be issued and will be as effective as if that person were an officer at the
date of issuance. Every certificate evidencing shares that are restricted as to
the sale, disposition, or other transfer shall (a) bear a legend stating that
those shares are restricted as to transfer and (b) the circumstances under which
the shares may be transferred. Every certificate evidencing shares shall state
on its face (a) the name of the Corporation, (b) that the Corporation is
organized under the laws of Florida, (c) the name of the person or persons to
whom the shares are issued, (d) the number and class of shares, (e) the
designation of the series, if any, that the certificate evidences, and (f) the
par value of each share evidenced by the certificate or a statement that the
shares have no par value.
Section 3. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a
new certificate in the place of any certificate previously issued if the holder
of record of the Corporation (a) makes proof in affidavit form that it has been
lost, destroyed, or wrongfully taken, (b) requests the issuance of a new
certificate before the Corporation has notice the certificate has been acquired
by a purchaser for value in good faith and without notice of any adverse claim,
(c) if requested by the Corporation,
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gives bond in such form as the Corporation directs, to indemnify the
Corporation, the transfer agent, and the registrar against any claim that may be
made because of the alleged loss, destruction, or theft of a certificate, and
(d) satisfies any other reasonable requirements imposed by the Corporation.
ARTICLE VI. BOOKS AND RECORDS
Section 1. Records Required. This Corporation shall keep correct and complete
books and records of account and minutes of the proceedings of its Stockholders,
Board of Directors, and committees of Directors, and 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 Stockholders, giving the names and
addresses of all Stockholders, and the number, class and series, if any, of the
shares held by each.
Section 2. Form. The Corporation's books, records, and minutes may be written or
kept in any other form capable of being converted into writing within a
reasonable time.
Section 3. Inspection. Upon written demand, stating his purpose, any person who
has been a holder of record of either shares or voting trust certificates
representing shares of this Corporation for at least six months immediately
preceding his demand and who is the holder of record of shares, or the holder of
record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of this Corporation may examine, in
person or by agent or attorney, at any reasonable time for any proper purpose,
its relevant minutes, books and records of accounts, and records of Stockholders
and make extracts from them. This right of inspection does not extend to any
person who is not acting in good faith or for a proper purpose in making his
demand or who, within two years has (a) sold or offered for sale any list of
Stockholders or holders of voting trust certificates for shares of this or any
other Corporation, (b) aided or abetted any person in obtaining a list of
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Stockholders or holders of voting trust certificates for that purpose, or (c)
improperly used any information secured through any prior examination of the
minutes, books and records of account, or record of Stockholders or holders of
voting trust certificates for shares of this or any other Corporation.
Section 4. Financial Reports. Unless modified by resolution of the Stockholders,
not later than four months after the close of each fiscal year, which is July 1
through June 30th, 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. These balance sheets ,and profit and loss
statements shall be (a) filed in the registered office of the Corporation in
Florida, (b) kept for at least five years, and (c) subject to inspection during
business hours by any Stockholder or holder of voting trust certificates, in
person or by agent. The Corporation shall mail a copy of the most recent balance
sheet and profit and loss statement to any Stockholder or holder of voting trust
certificates for shares of the Corporation, upon his written request.
ARTICLE VII. DIVIDENDS
The Board of Directors from time to time may declare, and the Corporation may
pay, dividends on the Corporation's outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VIII. SEAL
The Corporate seal shall have the name of the Corporation and the word "seal"
inscribed on it, and may be a facsimile, engraved, printed, or impression seal.
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ARTICLE IX. AMENDMENT
These Bylaws may be repealed or amended, and additional Bylaws may be adopted,
by a majority vote of the Board of Directors, all in accordance and conformity
with the Articles of Incorporation, and if any Bylaw is found to be in conflict
with the Articles of Incorporation then the Articles of Incorporation shall
prevail.
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