BY-LAWS
of
FLORIDA COAST PAPER FINANCE CORP.
(A Delaware Corporation)
ARTICLE I
STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be
held at such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. Annual meetings of stockholders shall
be held on such date of each year and at such time as shall be designated from
time to time by the Board of Directors. At each annual meeting, the
stockholders shall elect a Board of Directors by plurality vote and transact
such other business as may be properly brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the stockholders
may be called by the Board of Directors.
Section 4. NOTICE OF MEETINGS. Written notice of each meeting of
the stockholders stating the place, date and hour of the meeting shall be given
by or at the direction of the Board of Directors to each stockholder entitled to
vote at the meeting at least ten, but not more than sixty, days prior to the
meeting. Notice of any special meeting shall state in general terms the purpose
or purposes for which the meeting is called.
Section 5. QUORUM; ADJOURNMENTS OF MEETINGS. The holders of a
majority of the issued and outstanding shares of the capital stock of the
corporation entitled to vote at a meeting, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at such
meeting; but, if there be less than a quorum, the holders of a majority of the
stock so present or represented may adjourn the meeting to another time or
place, from time to time, until a quorum shall be present, whereupon the meeting
may be held, as adjourned, without further notice, except as required by law,
and any business may be transacted thereat which might have been transacted at
the meeting as originally called.
Section 6. VOTING. At any meeting of the stockholders, every
registered owner of shares entitled to vote may vote in person or by proxy and,
except as otherwise provided by statute, in the Certificate of Incorporation or
these By-Laws, shall have one vote for each such share standing in his name on
the books of the corporation. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, all matters, other than the
election of directors, brought before any meeting of the stockholders shall be
decided by a vote of a majority in interest of the stockholders of the
corporation present in person or by proxy at such meeting and voting thereon, a
quorum being present.
Section 7. INSPECTORS OF ELECTION. The Board of Directors, or, if
the Board shall not have made the appointment, the chairman presiding at any
meeting of stockholders shall have
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power to appoint one or more persons to act as inspectors of election at the
meeting or any adjournment thereof, but no candidate for the office of director
shall be appointed as an inspector at any meeting for the election of directors.
Section 8. CHAIRMAN OF MEETINGS. The Chairman of the Board or, in
his absence, the President shall preside at all meetings of the stockholders.
In the absence of both the Chairman of the Board and the President, a majority
of the members of the Board of Directors present in person at such meeting may
appoint any other officer or director to act as chairman of the meeting.
Section 9. SECRETARY OF MEETINGS. The Secretary of the
corporation shall act as secretary of all meetings of the stockholders. In the
absence of the Secretary, the chairman of the meeting shall appoint any other
person to act as secretary of the meeting.
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ARTICLE II
BOARD OF DIRECTORS
Section l. NUMBER OF DIRECTORS. The Board of Directors shall
consist of three (3) members; provided, however, that such number may from time
to time be increased or decreased by the Board of Directors or by the
stockholders.
Section 2. VACANCIES. Whenever any vacancy shall occur in the
Board of Directors by reason of death, resignation, removal, increase in the
number of directors or otherwise, it may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, for the balance of the term, or, if the Board has not filled such
vacancy, it may be filled by the stockholders.
Section 3. FIRST MEETING. The first meeting of each newly elected
Board of Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of stockholders or any adjournment
thereof at the place the annual meeting of stockholders was held at which such
directors were elected, or at such other place as a majority of the members of
the newly elected Board who are then present shall determine, for the election
or appointment of officers for the ensuing year and the transaction of such
other business as may be brought before such meeting.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors, other than the first meeting, may be held
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without notice at such times and places as the Board of Directors may from time
to time determine.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the President or
any two directors. Notice of the time and place of each special meeting shall
be given by or at the direction of the person or persons calling the meeting by
mailing the same at least three days before the meeting or by telephoning,
telegraphing or delivering personally the same at least twenty-four hours before
the meeting to each director. Except as otherwise specified in the notice
thereof, or as required by statute, the Certificate of Incorporation or these
By-Laws, any and all business may be transacted at any special meeting.
Section 6. PLACE OF CONFERENCE CALL MEETING. Any meeting at which
one or more of the members of the Board of Directors or of a committee
designated by the Board of Directors shall participate by means of conference
telephone or similar communications equipment shall be deemed to have been held
at the place designated for such meeting, provided that at least one member is
at such place while participating in the meeting.
Section 7. ORGANIZATION. Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board or, in his absence, the
President. In the absence of the Chairman of the Board and the President, a
presiding officer shall be chosen by a majority of the directors present. The
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Secretary of the corporation shall act as secretary of the meeting, but, in his
absence, the presiding officer may appoint any person to act as secretary of the
meeting.
Section 8. QUORUM; VOTE. A majority of the directors then in
office (but in no event less than one-third of the total number of directors)
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting to another time or place from time to time until
a quorum shall be present, whereupon the meeting may be held, as adjourned,
without further notice. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, all matters coming before any
meeting of the Board of Directors shall be decided by the vote of a majority of
the directors present at the meeting, a quorum being present.
Section 9. REMOVAL OF DIRECTORS. Any one or more of the directors
shall be subject to removal with or without cause at any time by the
stockholders.
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ARTICLE III
OFFICERS
Section l. GENERAL. The Board of Directors shall elect the
officers of the corporation, which shall include a President, a Secretary and a
Treasurer and such other or additional officers (including, without limitation,
a Chairman of the Board, one or more Vice-Chairmen of the Board, Vice-
Presidents, Assistant Vice-Presidents, Assistant Secretaries and Assistant
Treasurers) as the Board of Directors may designate.
Section 2. TERM OF OFFICE; REMOVAL AND VACANCY. Each officer
shall hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any officer or agent shall be subject to
removal with or without cause at any time by the Board of Directors. Vacancies
in any office, whether occurring by death, resignation, removal or otherwise,
may be filled by the Board of Directors.
Section 3. POWERS AND DUTIES. Each of the officers of the
corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally pertain to his respective office as well as such
powers and duties as from time to time may be conferred upon him by the Board of
Directors. Unless otherwise ordered by the Board of Directors after the
adoption of these By-Laws, the Chairman of the Board or, when the office of
Chairman of the Board is vacant, the President shall be the chief executive
officer of the corporation.
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Section 4. POWER TO VOTE STOCK. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board and the President each shall have
full power and authority on behalf of the corporation to attend and to vote at
any meeting of stockholders of any corporation in which the corporation may hold
stock, and may exercise on behalf of the corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the corporation in connection with the exercise by the corporation of
the rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
ARTICLE IV
CAPITAL STOCK
Section l. CERTIFICATES OF STOCK. Certificates for stock of the
corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the Chairman of the Board or a Vice
Chairman of the Board or the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary.
Section 2. TRANSFER OF STOCK. Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by the
holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, with an
assignment
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or power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the corporation or its agents may
require.
Section 3. OWNERSHIP OF STOCK. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the owner
thereof in fact and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
ARTICLE V
MISCELLANEOUS
Section l. CORPORATE SEAL. The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year and
State of incorporation.
Section 2. FISCAL YEAR. The Board of Directors shall have power
to fix, and from time to time to change, the fiscal year of the corporation.
ARTICLE VI
AMENDMENT
The Board of Directors shall have the power to make, alter or repeal
the By-Laws of the corporation subject to the
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power of the stockholders to alter or repeal the By-Laws made or altered by
the Board of Directors.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any director, officer, employee or
agent of the corporation to the full extent permitted by law.
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