EXHIBIT 3.2
BYLAWS
OF
HAMILTON BANCORP INC.
(A FLORIDA CORPORATION)
(AS IN EFFECT ON MARCH 14, 1997)
TABLE OF CONTENTS
Article 1. Shareholders. . . . . . . . . . . . . . . . . . . . . . 1
1.1 Annual Meeting. . . . . . . . . . . . . . . . . . . . . 1
1.2 Special Meeting . . . . . . . . . . . . . . . . . . . . 1
1.3 Place of Meeting. . . . . . . . . . . . . . . . . . . . 1
1.4. Action Without a Meeting. . . . . . . . . . . . . . . . 1
1.5 Notice Of Meeting . . . . . . . . . . . . . . . . . . . 1
1.6 Waiver of Notice Meeting. . . . . . . . . . . . . . . . 2
1.7 Fixing of Record Date . . . . . . . . . . . . . . . . . 2
1.8 Voting Record . . . . . . . . . . . . . . . . . . . . . 2
1.9 Voting Per Share. . . . . . . . . . . . . . . . . . . . 3
1.10 Voting of Shares. . . . . . . . . . . . . . . . . . . . 3
1.11 Proxies . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . 4
1.13 Manner of Action. . . . . . . . . . . . . . . . . . . . 4
1.14 Voting for Directors. . . . . . . . . . . . . . . . . . 4
1.15 Inspectors of Election. . . . . . . . . . . . . . . . . 4
1.16 Conduct of Meetings . . . . . . . . . . . . . . . . . . 5
Article 2. Board of Directors. . . . . . . . . . . . . . . . . . . 5
2.1 General Powers. . . . . . . . . . . . . . . . . . . . . 5
2.2 Number, Terms, Classification and Qualification . . . . 5
2.3 Regular Meetings. . . . . . . . . . . . . . . . . . . . 5
2.4 Special Meetings. . . . . . . . . . . . . . . . . . . . 5
2.5 Waiver of Notice of Meeting . . . . . . . . . . . . . . 6
2.6 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . 6
2.7 Manner of Action. . . . . . . . . . . . . . . . . . . . 6
2.8 Presumption of Assent . . . . . . . . . . . . . . . . . 6
2.9 Action Without a Meeting. . . . . . . . . . . . . . . . 6
2.10 Meetings of the Board of Directors by Means of a
Conference Telephone or Similar Communications
Equipment . . . . . . . . . . . . . . . . . . . . . . . 6
2.11 Resignation . . . . . . . . . . . . . . . . . . . . . . 7
2.13 Vacancies . . . . . . . . . . . . . . . . . . . . . . . 7
2.14 Compensation. . . . . . . . . . . . . . . . . . . . . . 7
Article 3. Committees of the Board of Directors. . . . . . . . . . 7
Article 4. Officers. . . . . . . . . . . . . . . . . . . . . . . . 8
4.1 Officers. . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Appointment and Term of Office. . . . . . . . . . . . . 8
4.3 Resignation . . . . . . . . . . . . . . . . . . . . . . 8
2
4.4 Removal . . . . . . . . . . . . . . . . . . . . . . . . 8
4.5 Vacancies . . . . . . . . . . . . . . . . . . . . . . . 8
4.6 Duties of Officers. . . . . . . . . . . . . . . . . . . 8
4.7 Vice Presidents . . . . . . . . . . . . . . . . . . . . 9
4.8 Secretary . . . . . . . . . . . . . . . . . . . . . . . 9
4.9 Treasurer . . . . . . . . . . . . . . . . . . . . . . . 9
4.10 Other Officers, Employees and Agents. . . . . . . . . . 9
4.11 Compensation. . . . . . . . . . . . . . . . . . . . . . 9
Article 5. Certificates of Stock . . . . . . . . . . . . . . . . . 9
5.1 Certificates for Shares . . . . . . . . . . . . . . . . 9
5.2 Transfer of Shares; Ownership of Shares . . . . . . . . 10
5.3 Lost Certificates . . . . . . . . . . . . . . . . . . . 10
5.4 Legends for Preferences and Restrictions on Transfer. . 10
5.5 Registered Shareholders . . . . . . . . . . . . . . . . 10
5.6 Redemption of Control Shares. . . . . . . . . . . . . . 11
Article 6. Actions With Respect to Securities of Other Corporations 11
Article 7. Amendments. . . . . . . . . . . . . . . . . . . . . . . 11
Article 8. Corporate Seal. . . . . . . . . . . . . . . . . . . . . 11
Article 9. Indemnification . . . . . . . . . . . . . . . . . . . . 11
Article 10. Gender. . . . . . . . . . . . . . . . . . . . . . . . . 11
Article 11. Dividends . . . . . . . . . . . . . . . . . . . . . . . 12
Article 12. Reserves. . . . . . . . . . . . . . . . . . . . . . . . 12
Article 13. Checks. . . . . . . . . . . . . . . . . . . . . . . . . 12
Article 14. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 12
BYLAWS OF
HAMILTON BANCORP INC.
ARTICLE 1. SHAREHOLDERS
1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year
for the election of directors and for the transaction of any other business that
may come before the meeting. Annual meetings shall be held on such date and at
such time fixed, from time to time, by the Board of Directors.
1.2 SPECIAL MEETING. Special meetings of the shaReholders shall be held
if called in accordance with the procedures set forth in the Corporation's
Articles of Incorporation for the call of a special meeting of shareholders.
1.3 PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of Florida, as the place of meeting for any
annual or special meeting of the shareholders. If no designation is made, the
place of meeting shall be the principal office of the Corporation in the State
of Florida.
1.4 ACTION WITHOUT A MEETING. Any required vote of shareholders must be
taken at a meeting duly called and held, and may not be taken by written consent
in lieu of a meeting.
1.5 NOTICE OF MEETING. Except as set forth in the Florida Business
Corporation Act (hereinafter referred to as the "FBCA"), written or printed
notice stating the place, day and 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 not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by first-class mail, by, or at the
direction of, the president or the secretary, or the officer or other persons
calling the meeting, to each-shareholder of record entitled to vote at such
meeting. If the notice is mailed at least thirty (30) days before the date of
the meeting, it may be effected by a class of United States mail other than
first-class. If mailed, such notice shall be effective when mailed, if mailed
postage prepaid and correctly addressed to the shareholder's address shown in
the current record of shareholders the corporation.
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 at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, after the adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
as provided in this Section to each shareholder of record on the new record date
entitled to vote at such meeting.
1.6 WAIVER OF NOTICE MEETING. Whenever any 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 signed before, during or after the time
of the meeting stated therein, and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records, shall be equivalent to the
giving of such notice. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning of the meeting to the holding of the meeting or the
transacting of any business at the meeting or (b) lack of defective notice of a
particular matter at a meeting that is not within the purpose or purposes
described in the meeting notice, unless the person objects to considering such
matter when it is presented.
1.7 FIXING RECORD DATE. 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 other proper purposes, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) 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. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section 1.7, such determination
shall apply to any adjournment thereof, except where the Board of Directors
fixes a new record date for the adjourned meeting or as required by law.
1.8 VOTING RECORD. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or his agent or attorney is entitled on written demand to inspect
the shareholders' list (subject to the requirements of FBCA Section
607.1602(3)), during regular business hours and at his expense, during the
period it is available for inspection.
The Corporation shall make the shareholders' list available at the meeting
of shareholders, and any shareholder or his agent or attorney is entitled to
inspect the list at any time during the meeting or any adjournment.
1.9 VOTING PER SHARE. Except as otherwise provided in the Articles of
Incorporation or by FBCA Section 607.0721, each shareholder is entitled to one
(1) vote for each outstanding share held by him on each matter voted at a
shareholders' meeting.
1.10 VOTING OF SHARES. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy.
Shares standing the name of another corporation, domestic or foreign, may
be voted by the officer, agent or proxy designated by the bylaws of such
corporate shareholder or, in the absence of any applicable bylaw, by such
person or persons as the Board of Directors of the corporate shareholder may
designate. In the absence of any such designation or, in case of conflicting
designation by the corporate shareholder, the chairman of the board, the
president, any vice president, the secretary and the treasurer of the
corporate shareholder, in that order, shall be presumed to be fully
authorized to vote such shares.
Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.
Shares held by or under the control of a receiver, a trustee in bankruptcy
proceedings, or an assignee for the benefit of creditors may be voted by such
person without the transfer thereof into his name.
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, the person or by proxy, his act binds all; (b) if more than one vote,
in person or by proxy, the act of the majority so voting binds all; (c) if more
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consent, or objections and for the purpose of ascertaining the
presence of a quorum.
1.11 PROXIES. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to FBCA Section
607.0721, or attorney-in-fact for such persons may vote the shareholder's
shares in person or by proxy. Any shareholder of the Corporation may appoint
a proxy to vote or otherwise act for him by signing an appointment form
either
personally or by his attorney-in-fact. An executed telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be deemed
a sufficient appointment form.
An appointment of a proxy is effective when received by the secretary of
the Corporation or such other officer or agent which is authorized to tabulate
votes, and shall be valid for up to 11 months, unless a longer period is
expressly provided in the appointment form.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
1.12 QUORUM. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of these shares exists with
respect to that matter. Except as otherwise provided in the Articles of
Incorporation or by law, a majority of the shares entitled to vote on the matter
by each voting group, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third (1/3) of the shares of each voting group entitled to vote.
If less than a majority of outstanding shares entitled to vote are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. After a quorum has been established
at any 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.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
1.13 MANNER OF ACTION. If a quorum is present, action on a matter (other
than the election of directors) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless a greater or lesser number of affirmative votes is required by
the Articles of Incorporation or by law.
1.14 VOTING FOR DIRECTORS. Unless otherwise provided in the Articles of
Incorporation, directors shall be elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present.
1.15 INSPECTORS OF ELECTION. Prior to each meeting of shareholders, the
Board of Directors or the president shall appoint one or more Inspectors of
Election. Upon his
appointment, each such Inspector shall take and sign an oath faithfully to
execute the duties of Inspector at such meeting with strict impartiality and to
the best of his ability. Such Inspectors shall determine the number of shares
outstanding, the number of shares present at the meeting and whether a quorum is
present at such meeting. The Inspectors shall receive votes and ballots and
shall determine all challenges and questions as to the right to vote and shall
thereafter count and tabulate all votes and ballots and determine the result.
Such Inspectors shall do such further acts as are proper to conduct the
elections of directors and the vote on other matters with fairness to all
shareholders. The Inspectors shall make a certificate of the results of the
elections of directors and the vote on other matters. No Inspector shall be a
candidate for election as a director of the Corporation.
1.16 CONDUCT OF MEETINGS. The Chairman of the Board (or in his absence,
the Vice Chairman, the President or such other designee of the Chairman of the
Board) shall preside at the annual and special meetings of shareholders and
shall be given full discretion in establishing the rules and procedures to be
followed in conducting the meetings, except as otherwise provided by law, the
Articles of Incorporation or in these bylaws.
ARTICLE 2. - BOARD OF DIRECTORS
2.1 GENERAL POWERS. Except as provided in the Articles of Incorporation
and by law, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, its Board of Directors.
2.2 NUMBER, TERMS, CLASSIFICATION AND QUALIFICATION. The Board of
Directors of the Corporation shall consist of not less than one (1) nor more
than twenty-one (21) directors with the exact number to be fixed from time to
time by the affirmative vote of a majority of directors then in office or the
affirmative vote of the holders of a majority of the shares entitled to vote on
that matter. No decrease in the number of directors shall have the effect of
shortening the term of an incumbent director. A director must be a natural
person of at least eighteen (18) years of age, but need not be a citizen of the
United States of America, a resident of the State of Florida, or a shareholder
of the Corporation. Each director shall hold office until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
2.3 REGULAR MEETINGS. An annual regular meeting of the Board of
Directors shall be held without notice immediately after, and at the same place
as, the annual meeting of shareholders for the purpose of the election of
officers and the transaction of such other business as may come before the
meeting, and at such other time and place as may be determined by the Board of
Directors. The Board of Directors may, at any time and from time to time,
provide by resolution, the time and place, either within or without the State of
Florida, for the holding of the annual regular meeting or additional regular
meetings of the board of directors without other notice than such resolution.
2.4 SPECIAL MEETINGS AND NOTICE. Special meetings of the Board of
Directors may be called by the Secretary on the written request of any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may designate any place, either within or without the State
of Florida, as the place for holding any special meeting of the Board of
Directors called by them. If no designation is made, the place of the meeting
shall be the principal office of the Corporation in the State of Florida.
Written notice of special meetings of the Board of Directors shall be given to
each director at least forty-eight (48) hours before the meeting. Except as
required by statute, 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. Notices to directors shall
either be in writing and delivered personally or mailed to the directors at
their addresses appearing on the books of the Corporation or by oral
communication (whether telephonically or face-to-face). Notice by mail shall be
deemed to be given at the time when the same shall be received. Notice to
directors may also be given by facsimile, telegram, or other form of electronic
communication
2.5 WAIVER OF NOTICE OF MEETING. Notice of a meeting of the Board of
Directors need not be given to any director who signs a written waiver of notice
before, during or after the meeting. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
2.6 QUORUM. A majority of the number of directors fixed by, or in the
manner provided in, these bylaws shall constitute a quorum for the transaction
of business; provided, however, that whenever, for any reason, a vacancy occurs
in the board of directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled.
2.7 MANNER OF ACTION. The act of a majority of the directors present at
a meeting at which a quorum is present when the vote is taken shall be the act
of the Board of Directors.
2.8 PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors or a committee of the Board of Directors
when corporate action is taken shall be presumed to have assented to the action
taken, unless he objects at the beginning of the meeting, or promptly upon his
arrival, to holding the meeting or transacting specific business at the meeting,
or he votes against or abstains from the action taken.
2.9 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the board of directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors. Action taken under this Section is
effective when the last director signs the consent, unless the consent specifies
a different effective date. A consent signed under this Section shall have the
effect of a meeting vote and may be described as such in any document.
2.10 MEETINGS OF THE BOARD OF DIRECTORS BY MEANS OF A CONFERENCE
TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT. Members of the Board of
Directors may participate in a meeting of the board by means of 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.
2.11 RESIGNATION. Any director may resign at any time by giving written
notice to Corporation, the Board of Directors or its chairman. The resignation
of any director shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which event the board of directors may fill
the pending vacancy before the effective date if they provide that the successor
does not take office until the effective date.
2.12. REMOVAL. Any director, or the entire Board of Directors, may be
removed at any time, with or without cause, by action of the shareholders, and
any director may be removed for cause by the Board of Directors. In the case of
any director which is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him.
The notice of the meeting at which a vote is taken to remove a director must set
forth that the purpose or one of the purposes of the meeting is the removal of
such director or directors.
2.13 VACANCIES. Any vacancy occurring in the Board of Directors and any
directorship to be filled by reason of an increase in the size of the Board of
Directors shall be filled as provided in the Corporation's Articles of
Incorporation. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, or until the next election of one
or more directors by shareholders if the vacancy is caused by an increase in the
number of directors.
2.14 COMPENSATION. Each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors and committee thereof, and
may be paid a stated salary as a director or a fixed sum for attendance at each
meeting of the board of directors (or committee thereof) or both, as may from
time to time be determined by action of the Board of Directors. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
ARTICLE 3. COMMITTEES OF THE BOARD OF DIRECTORS
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 such
resolution, shall have and may exercise all the authority of the Board of
Directors, except as prohibited by Section 607.0825(1) of the FBCA.
Each committee must have two or more members who serve at the pleasure of
the Board of Directors. The Board of Directors, by resolution adopted in
accordance with this article, may designate one or more directors as alternate
members of any committee, who may act in the place and stead of any absent
member or members at any meeting of such committee.
Vacancies in the membership of a committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. Each
committee shall keep minutes and other appropriate records of its proceedings
and report the same to the Board of Directors when required. The designation of
any such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.
ARTICLE 4. - OFFICERS
4.1 OFFICERS. The officers of the Corporation shall be a Chairman of
the Board, President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may also appoint one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and
such other officers, as the Board of Directors shall deem appropriate. Any two
(2) or more offices may be held by the same person.
4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the appointment of officers shall not occur at such meeting, such appointment
shall occur as soon thereafter as practicable. Each officer shall hold office
until his successor shall have been duly appointed and qualified, or until his
earlier resignation, removal from office or death.
4.3 RESIGNATION. Any officer of the Corporation may resign from his
respective office or position by delivering notice to the Corporation. Such
resignation if effective when delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
Corporation accepts the future effective date, the Board of Directors may fill
the pending vacancy before the effective date if the board provides that the
successor does not take office until the effective date.
4.4 REMOVAL. Any officer elected or appointed by the Board of Directors
may be removed, with or without cause, by the Board of Directors. Removal shall
be without prejudice to the contract rights, if any, of the person removed.
Election or appointment of any officer shall not itself create contract rights.
4.5 VACANCIES. Any vacancy, however, occurring, in any office may be
filled by the Board of Directors.
4.6 DUTIES OF OFFICERS. The Chairman of the Board of the Corporation,
or if there shall not be a Chairman of the Board, the President, shall preside
at all meetings of the Board of Directors and of the shareholders. The Chairman
of the Board, or if there shall not be a Chairman of the Board, the President,
shall be the chief executive officer of the Corporation. Subject to the
foregoing, the officers of the Corporation shall have such powers and duties as
usually pertain to their respective offices and such additional powers and
duties specifically conferred by law, by the Articles of Incorporation, by these
Bylaws, or as may be assigned to
them from time to time by the Board of Directors.
4.7 VICE PRESIDENTS. Each vice president shall possess, and may
exercise, such power and authority, and shall perform such duties, as may from
time to time be assigned to him by the Board of Directors.
4.8 SECRETARY. The secretary shall keep the minutes of the proceedings
of the shareholders and of the Board of Directors in one or more books provided
for that purpose, see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law, be custodian of the corporate
records and of the seal of the Corporation and keep a register of the post
office address of each shareholder of the Corporation. In addition, the
secretary shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to him by the Board of
Directors and as are incident to the office of secretary.
4.9 TREASURER. The treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation, receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be utilized by the
Corporation. In addition, the treasurer shall possess, and may exercise such
power and authority, and shall perform such duties, as may from time to time be
assigned to him by the Board of Directors and as are incident to the office of
treasurer.
4.10 OTHER OFFICERS, EMPLOYEES AND AGENTS. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing him
and such officer or officers who may from time to time be designated by the
Board of Directors to exercise such supervisory authority.
4.11 COMPENSATION. The compensation of the officers of the Corporation
shall be fixed from time to time by either the Board of Directors or an
appropriate committee of the Board of Directors, as the case may be.
ARTICLE 5. - CERTIFICATES OF STOCK
5.1 CERTIFICATES FOR SHARES. The Board of Directors shall determine
whether shares of the Corporation shall be uncertificated or certificated. If
certificated shares are issued, certificates representing shares in the
Corporation shall be signed (either manually or by facsimile) by the president
or vice president and the secretary or an assistant secretary (which may be the
same person) and may be sealed with the seal of the Corporation or a facsimile
thereof. A certificate which has been signed by an officer or officers who
later shall have ceased to be such officer when the certificate is issued shall
nevertheless be valid.
5.2 TRANSFER OF SHARES; OWNERSHIP OF SHARES. Transfers of shares of
stock of the Corporation shall be made only upon the stock transfer books of the
Corporation, and only after the surrender to the Corporation of the certificates
representing such shares. Except as provided by Section 607.0721 of the FBCA,
the person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes and the
Corporation 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 is
shall have express or other notice thereof.
5.3 LOST 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 the
certificate has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the Corporation has notice that the lost,
destroyed or wrongfully taken certificate has been acquired by a purchaser for
value in good faith and without notice of any adverse claim; (c) at the
discretion of the Board of Directors, gives bond-in such form and amount as the
Corporation may direct, to indemnify the Corporation, the transfer agent and
registrar against any claim that may be made on account of the alleged loss,
destruction, or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation.
5.4 LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. The
designations, relative rights, preferences and limitations applicable to each
class of shares of capital stock and the variations in rights, preferences and
limitations determined for each series within a class (and the authority of the
Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the Corporation
will furnish the shareholder a full statement of this information on request and
without charge. Every certificate representing shares that are restricted as to
the sale, disposition, or transfer of such shares shall also indicate that such
shares are restricted as to transfer and there shall be set forth or fairly
summarized upon the certificate, or the certificate shall indicate that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of such restrictions. If the Corporation issues any shares that
are not registered under the Securities Act of 1933, as amended, or registered
or qualified under applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND ANY APPLICABLE STATE LAW, OR (2) AT THE HOLDER'S EXPENSE, AN
OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE
CORPORATION) THAT REGISTRATION IS NOT REQUIRED."
5.5 REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Florida.
5.6 REDEMPTION OF CONTROL SHARES. As provided by the FBCA, if a
person acquiring control shares of the Corporation does not file an acquiring
person statement with the Corporation, the Corporation may, at the discretion
of the Board of Directors, redeem the control shares at the fair value
thereof at any time during the 60-day period after the last acquisition of
such control shares. If a person acquiring control shares of the Corporation
files an acquiring person statement with the Corporation, the control shares
may be redeemed by the Corporation, at the discretion of the Board of
Directors, only if such shares are not accorded full voting rights by the
shareholders as provided by law.
ARTICLE 6. - ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the Board of Directors, the president or a
designee of the president shall have power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of shareholders of or
with respect to, any action of shareholders of any other corporation in which
the Corporation may hold securities and to otherwise exercise any and all rights
and powers which the Corporation may possess by reason of its ownership of
securities in other corporations.
ARTICLE 7. - AMENDMENTS
Unless otherwise provided by law, these bylaws may be altered, amended or
repeated in whole or in part, or new bylaws may be adopted, as provided in the
Articles of Incorporation.
ARTICLE 8. - CORPORATE SEAL
The board of directors shall provide for a corporate seal which shall be
circular and shall have the name of the Corporation, the year of its
incorporation and the state of incorporation inscribed on it.
ARTICLE 9. - INDEMNIFICATION
The Corporation shall indemnify its officers and directors as provided in
the Articles of Incorporation.
ARTICLE 10. - GENDER
All words used in these bylaws in the masculine gender shall extend to and
shall include the feminine and neuter genders.
ARTICLE 11. - DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares of capital stock in cash, property,
or its own shares of capital stock pursuant to law and subject to the provisions
of the Articles of Incorporation.
ARTICLE 12. - RESERVES
The Board of Directors may by resolution create a reserve or reserves out
of earned surplus for any proper purpose or purposes, and may abolish any such
reserve in the same manner.
ARTICLE 13. - CHECKS
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
ARTICLE 14. - FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each year,
unless otherwise fixed by resolution of the Board of Directors