Exhibit 3.22
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BYLAWS
OF
AD ART DISPLAYS, INC.
(F/K/A DISPLAYS ACQUISITIONS CORP.)
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TABLE OF CONTENTS
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SECTION CAPTION PAGE
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ARTICLE I - Meetings of Shareholders ............ 1
Section 1 Annual Meeting........................................ 1
Section 2 Special Meetings...................................... 1
Section 3 Place................................................. 1
Section 4 Action by Shareholders Without a Meeting.............. 1
Section 5 Notice of Meeting..................................... 2
Section 6 Notice of Adjourned Meetings.......................... 2
Section 7 Waiver of Notice...................................... 3
Section 8 Record Date........................................... 3
Section 9 Shareholders' List for Meeting........................ 3
Section 10 Voting Entitlement of Shares.......................... 4
Section 11 Proxies............................................... 4
Section 12 Shareholder Quorum and Voting......................... 5
Section 13 Voting Trusts......................................... 5
Section 14 Shareholders' Agreements.............................. 5
ARTICLE II - Directors............. 6
Section 1 General Powers........................................ 6
Section 2 Qualifications of Directors........................... 6
Section 3 Number................................................ 6
Section 4 Election and Term..................................... 6
Section 5 Vacancy on Board...................................... 6
Section 6 Removal of Directors by Shareholders.................. 6
Section 7 Compensation.......................................... 7
Section 8 Presumption of Assent................................. 7
Section 9 Directors' Meetings................................... 7
Section 10 Notice of Meetings.................................... 7
Section 11 Waiver of Notice...................................... 7
Section 12 Quorum and Voting..................................... 7
Section 13 Action by Directors Without a Meeting................. 7
Section 14 Adjournments.......................................... 8
Section 15 Participation by Conference Telephone................. 8
ARTICLE III - Committees........... 8
Section 1 Executive and Other Committees........................... 8
ARTICLE IV - Officers.............. 9
Section 1 Officers, Election and Terms of Office................. 9
Section 2 Resignation and Removal of Officers.................... 9
Section 3 Vacancies.............................................. 9
Section 4 Chairman of the Board.................................. 9
Section 5 President.............................................. 10
Section 6 Vice President......................................... 10
Section 7 Secretary.............................................. 10
Section 8 Treasurer.............................................. 11
Section 9 Delegation of Duties................................... 11
ARTICLE V - Stock Certificates..... 11
Section 1 Issuance............................................... 11
Section 2 Signatures; Form....................................... 11
Section 3 Transfer of Stock...................................... 12
Section 4 Lost Certificates...................................... 12
ARTICLE VI - Indemnification....... 13
Section 1 Definitions............................................ 13
Section 2 Indemnification of Officers, Directors,
Employees and Agents.................................. 13
ARTICLE VII - General Provisions... 16
Section 1 Fiscal Year............................................ 16
Section 2 Seal................................................... 17
Section 3 Amendment of Bylaws.................................... 17
CERTIFICATE OF ADOPTION............ 17
BYLAWS
OF
AD ART DISPLAYS, INC.
(F/K/A/ DISPLAYS ACQUISITIONS CORP.)
ARTICLE I
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Meetings of Shareholders
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SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of this
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Corporation shall be held following the end of the Corporation's fiscal year at
such time as shall be determined by the Board of Directors. The annual meeting
shall be held for the election of directors of the Corporation and the
transaction of any business which may be brought before the meeting. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of shareholders. The failure to
hold the annual meeting at the time stated shall not affect the validity of any
corporate action and shall not work a forfeiture of or dissolution of the
Corporation. Annual meetings shall be held at the Corporation's principal
office unless stated otherwise in the notice of the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders shall be
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held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than one-tenth of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting. Shareholders should sign, date, and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. A meeting requested by shareholders shall
be called for a date not less than ten nor more than sixty days after the
request is made. The call for the meeting shall be issued by the Secretary,
unless the President, the Board of Directors, or shareholders requesting the
calling of the meeting shall designate another person to do so.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
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without the State of Florida. Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation in the State of Florida.
SECTION 4. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Action that is required
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or permitted to be taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a vote if the action
is taken by the holders of outstanding stock of each voting group entitled to
vote thereon having not less than a minimum
number of votes with respect to each voting group that would be necessary to
authorize or take such action at a meeting at which all voting groups and shares
entitled to vote thereon were present and voted. In order to be effective, the
action must be evidenced by one or more written consents describing the action
taken, dated and signed by approving shareholders having the requisite number of
votes of each voting group entitled to vote thereon, and delivered to the
Corporation by delivery to its principal office in this State, its principal
place of business, the corporate secretary, or another officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. No written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the date of
the earliest dated consent delivered in the manner required by this Section,
written consent signed by the number of holders required to take action is
delivered to the Corporation by delivery as set forth in this Section.
Any written consent may be revoked prior to the date that the Corporation
receives the required number of consents to authorize the proposed action. No
revocation shall be effective unless in writing and until received by the
Corporation at its principal office in this State or its principal place of
business, or received by the corporate secretary or other officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.
Within ten days after obtaining such authorization by written consent, notice
must be given to those shareholders who have not consented in writing or who are
not entitled to vote on the action. The notice shall fairly summarize the
material features of the authorized action and, if the action be such for which
dissenters' rights are provided under 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 Florida
law regarding the rights of dissenting shareholders.
A consent signed under this Section has the effect of a meeting vote and may
be described as such in any document.
Whenever action is taken pursuant to this Section, the written consent of the
shareholders consenting thereto or the written reports of inspectors appointed
to tabulate such consents shall be filed with the minutes of proceedings of
shareholders.
SECTION 5. NOTICE OF MEETING. The Corporation shall notify shareholders in
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writing of the date, time, and place of each annual and special shareholders'
meeting no fewer than ten or more than sixty days before the meeting date.
Notice of a shareholders' meeting may be communicated or delivered to any
shareholder in person, or by teletype, telegraph or other form of electronic
communication, or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. If notice is mailed,
it 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.
SECTION 6. NOTICE OF ADJOURNED MEETINGS. When an annual or special
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shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an 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 the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting must be given to persons who are shareholders as of the new
record date who are entitled to notice of the meeting.
SECTION 7. WAIVER OF NOTICE. A shareholder may waive any notice required by
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the Articles of Incorporation or Bylaws before or after the date and time stated
in the notice. The waiver must be in writing, be signed by the shareholder
entitled to the notice, and be delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Attendance by a shareholder at a
meeting waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
SECTION 8. RECORD DATE. For the purpose of determining the shareholders
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entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors may fix the record
date for any such determination of shareholders.
The record date for determining shareholders entitled to demand a special
meeting is the date the first shareholder delivers his demand to the
Corporation. The record date for determining shareholders entitled to take
action without a meeting is the date the first signed written consent is
delivered to the Corporation under Section 4 of this Article. A record date for
purposes of this Section may not be more than 70 days before the meeting or
action requiring a determination of shareholders.
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, 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, 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, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
SECTION 9. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
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meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders who
are entitled to notice of a shareholders' 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 shall be available for inspection by any
shareholder for a period of ten 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. A shareholder or his agent or
attorney is entitled on written demand to inspect the list, during regular
business hours and at the shareholder's expense, during the period it is
available for inspection.
The Corporation shall make the shareholders' list available at the meeting,
and any shareholder or his agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment.
SECTION 10. VOTING ENTITLEMENT OF SHARES. Except as provided otherwise in
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the Articles of Incorporation or herein, each outstanding share, regardless of
class, is entitled to one vote on each matter submitted to vote at a meeting of
the shareholders. Shares standing in the name of another Corporation, domestic
or foreign, may be voted by such officer, agent, or proxy as the bylaws of the
corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person 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 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 entitled to vote 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 him
without the transfer thereof into his name.
Nothing herein contained shall prevent trustees or other fiduciaries holding
shares registered in the name of a nominee from causing such shares to be voted
by such nominee as the trustee or other fiduciary may direct. Such nominee may
vote shares as directed by a trustee or other fiduciary without the necessity of
transferring the shares to the name of the trustee or other fiduciary.
SECTION 11. PROXIES. A shareholder, other person entitled to vote on behalf
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of a shareholder pursuant to law, or attorney in fact, may vote the
shareholder's shares in person or by proxy.
A shareholder 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, telecopy or equivalent reproduction of an appointment
form is a sufficient appointment form. An appointment of a proxy is effective
when received by the Secretary or other officer authorized to tabulate votes and
is valid for up to eleven months unless a longer period is expressly provided in
the appointment form.
The death or incapacity of a 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.
SECTION 12. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled
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to vote, represented in person or by proxy, shall constitutes a quorum at a
meeting of shareholders.
If a quorum exists, 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 the Articles of
Incorporation or applicable law requires a greater number of affirmative votes.
After a quorum has been established at a shareholders' meeting, a 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 13. VOTING TRUSTS. One or more shareholders may create a voting
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trust, conferring on a trustee the right to vote or otherwise act for them, by
signing an agreement setting out the provisions of the trust (which may include
anything consistent with its purpose) and transferring their shares to the
trustee. When a voting trust agreement is signed, the trustee shall prepare a
list of the names and addresses of all owners of beneficial interests in the
trust, together with the number and class of shares each transferred to the
trust, and deliver copies of the list and agreement to the Corporation's
principal office. After filing a copy of the list and agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.
A voting trust is valid for not more than ten years after its effective date,
provided that all or some of the parties to a voting trust may extend it for
additional terms of not more than ten years each by signing an extension
agreement and obtaining the voting trustee's written consent to the extension.
An extension is valid for the period set forth therein, up to ten years, from
the date the first shareholder signs the extension agreement. The voting
trustee must deliver copies of the extension agreement and list of beneficial
owners to the Corporation's principal office. An extension agreement binds only
those parties signing it.
SECTION 14. SHAREHOLDERS' AGREEMENTS. Two or more shareholders may provide
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for the manner in which they will vote their shares by signing an agreement for
that purpose.
When a shareholders' agreement is signed, the shareholders parties thereto
shall deliver copies of the agreement to the Corporation's principal office.
After filing a copy of the agreement in a Corporation's principal office, such
copy shall be open to inspection by any shareholder of the Corporation, or any
party to the agreement during business hours.
ARTICLE II
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DIRECTORS
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SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by or
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under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
SECTION 2. QUALIFICATIONS OF DIRECTORS. Directors must be natural persons
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who are eighteen years of age or older but need not be residents of this state
or shareholders of this Corporation.
SECTION 3. NUMBER. The Board of Directors of this Corporation as of the date
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of adoption of these Bylaws shall consist of not less than one (1) member and
not more than ten (10) members. The maximum number of directors may be
increased or decreased from time to time by action of the Board of Directors,
but no decrease shall have the effect of shortening the terms of any incumbent
director. Directors are elected at each annual meeting of shareholders.
SECTION 4. ELECTION AND TERM. Each person named in the Articles of
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Incorporation as a member of the initial Board of Directors shall hold office
until the first shareholders' meeting at which directors are elected and until
such person's successor shall have been elected and qualified or until such
person's earlier resignation, removal from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which such director is elected 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 5. VACANCY ON BOARD. Any vacancy occurring in the Board of
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Directors, including a vacancy from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall hold office only until the next election of directors by the
shareholders.
SECTION 6. REMOVAL OF DIRECTORS BY SHAREHOLDERS. The shareholders may remove
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one or more directors with or without cause. A director may be removed by the
shareholders at a meeting of shareholders, provided the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director.
SECTION 7. COMPENSATION. The Board of Directors shall have authority to fix
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the compensation of directors.
SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is
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present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interests.
SECTION 9. DIRECTORS' MEETINGS. The Board of Directors may hold regular or
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special meetings in or out of the state. Meetings of the Board of Directors may
be called at any time by the President of the Corporation, or by any two
directors.
SECTION 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
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may be held without notice of the date, time, place or purpose of the meetings.
Special meetings of the Board of Directors must be preceded by at least two
days' notice of the date, time and place of the meeting.
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.
SECTION 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
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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 a
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 or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
SECTION 12. QUORUM AND VOTING. A majority of the number of directors fixed
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by these Bylaws shall constitute a quorum for the transaction of business. If a
quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the Board of Directors.
SECTION 13. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
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permitted by law to be taken at a Board of Directors' meeting or committee
meeting may be taken without a meeting if action is taken by all members of the
Board or the committee. The action
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member. Action taken shall be effective
when the last director signs the consent, unless the consent specifies a
different effective date. The consent signed shall have the effect of a meeting
vote and may be described as such in any document.
SECTION 14. ADJOURNMENTS. A majority of the directors present, whether or
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not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such 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. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of
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Directors may participate in a meeting of such 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 shall constitute presence in person at a meeting.
ARTICLE III
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COMMITTEES
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SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
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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 that no committee
shall have the authority to:
(a) Approve or recommend to shareholders actions or proposals required by law
to be approved by shareholders.
(b) Fill vacancies on the Board of Directors or any committee thereof.
(c) Adopt, amend, or repeal the Bylaws.
(d) Authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors.
(e) Authorize or approve the issuance or sale, or contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors.
Each committee must have two or more members who serve at the pleasure of the
Board of Directors. The Board, 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.
Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by any member of the Board of Directors not a member of
the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interest of the Corporation, and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
ARTICLE IV
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OFFICERS
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SECTION 1. OFFICERS, ELECTION AND TERMS OF OFFICE. The principal officers of
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this Corporation shall consist of a Chairman, a President, a Secretary, a
Treasurer and, in the discretion of the Board of Directors, one or more Vice
Presidents, each of whom shall be elected by the Board of Directors at the first
meeting of directors immediately following the annual meeting of shareholders of
this Corporation, and shall hold their respective offices from the date of the
meeting at which elected until the time of the next succeeding meeting of the
Board following the annual meeting of the shareholders. The Board of Directors
shall have the power to elect or appoint, for such term as it may see fit, such
other officers and assistant officers and agents as it may deem necessary, and
to prescribe such duties for them to perform as it may deem advisable. Any two
or more offices may be held by the same person. Failure to elect a Chairman,
President, Vice President, Secretary or Treasurer shall not affect the existence
of the Corporation.
SECTION 2. RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at any
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time by delivering notice to the Corporation. A resignation is effective when
the notice is 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 of Directors provides that the successor
does not take office until the effective date.
The Board of Directors may remove any officer at any time with or without
cause. Any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer. Removal of any officer shall be without
prejudice to the contract rights, if any, of the person so removed; however,
election or appointment of an officer or agent shall not of itself create
contract rights.
SECTION 3. VACANCIES. Any vacancy, however occurring, in any office may be
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filled by the Board of Directors.
Section 4. CHAIRMAN. The Chairman of the Board of Directors shall preside at
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all meetings of the Board of Directors, shall be deemed a senior executive of
the Corporation, and shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.
SECTION 5. PRESIDENT. The President shall be the chief executive officer of
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the Corporation and, subject to the direction of and limitations imposed by the
Board of Directors, shall have general charge of the business, affairs and
property of the Corporation and general supervision over its other officers and
agents. The President shall preside at all meetings of the shareholders and in
the absence of the Chairman, the Board of Directors. The President, unless some
other person is thereunto expressly authorized by resolution of the Board of
Directors, shall sign all certificates of stock, execute all contracts, deeds,
notes, mortgages, bonds and other instruments and papers in the name of the
Corporation and on its behalf; subject, however, to the control, when exercised,
of the Board of Directors. The President shall, at each annual meeting, present
a report of the business and affairs of the Corporation. The President shall
have the power to employ and terminate the employment of all such subordinate
officers, agents, clerks and other employees not herein provided to be selected
by the Board, as such President may find necessary to transact the business of
the Corporation, and shall have the right to fix the compensation thereof.
SECTION 6. VICE PRESIDENT. One or more Vice Presidents may be designated by
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that title or such additional title or titles as the Board of Directors may
determine. A Vice President shall have the powers and perform such duties as
may be delegated to such Vice President by the Board of Directors, or in the
absence of such action by the Board, then by the President. A Vice President
(in such order of seniority as may be determined by the Board of Directors, if
any) shall, except as may be expressly limited by action of the Board of
Directors, perform the duties and exercise the powers of the President during
the absence or disability of the President; and, in such case, concurrently with
the President, shall at all times have the power to sign all certificates of
stock, execute all contracts, deeds, notes, mortgages, bonds and other
instruments and documents in the name of the Corporation on its behalf which the
President is authorized to do, but subject to the control and authority at all
times of the Board of Directors. A Vice President also shall have such powers
and perform such duties as usually pertain to such office or as are properly
required by the Board of Directors.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of all meetings
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of the shareholders and the Board of Directors in a book or books to be kept for
such purposes, and also, when so requested, the minutes of all meetings of
committees in a book or books to be kept for such purposes. The Secretary shall
attend to giving and serving of all notices, and such Secretary shall have
charge of all books and papers of the Corporation, except those hereinafter
directed to be in charge of the Treasurer, or except as otherwise expressly
directed by the Board of Directors. The Secretary shall keep the stock
certificate book or books. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary shall sign with the President all
certificates of stock as the Secretary of this Corporation and as Secretary
affix or cause to be affixed thereto the seal of the Corporation. The Secretary
may sign as Secretary of the Corporation, with the President in the name of the
Corporation and on its behalf, all contracts, deeds, mortgages, bonds, notes and
other papers, instruments and documents, except as otherwise expressly provided
by the Board of Directors, and as such, the Secretary shall affix the seal of
the Corporation thereto when required thereby. Under the direction of the Board
of Directors, or the President, the Secretary shall perform all the duties
usually pertaining to the office of Secretary; and such Secretary shall perform
such other duties as may be prescribed by the Board of Directors or the
President.
SECTION 8. TREASURER. The Treasurer shall have the custody of all the funds
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and securities of the Corporation except as may be otherwise provided by the
Board of Directors, and the Treasurer shall make such disposition of the funds
and other assets of the Corporation as such Treasurer may be directed by the
Board of Directors. The Treasurer shall keep or cause to be kept a record of
all money received and paid out, and all vouchers and receipts given therefor,
and all other financial transactions of the Corporation. The Treasurer shall
have general charge of all financial books, vouchers and papers belonging to the
Corporation or pertaining to its business. The Treasurer shall render an
account of the Corporation's funds at the first meeting of the Board of
Directors immediately following the annual meeting of shareholders of this
Corporation, and at such other meetings as such Treasurer may be requested, and
such Treasurer shall make an annual statement of the finances of the
Corporation. If at any time there is a person designated as Comptroller of the
Corporation, the Treasurer may delegate to such Comptroller such duties and
powers as to the Treasurer may seem proper. The Treasurer shall perform such
other duties as are usually incident by law or otherwise to the office of the
Treasurer, and as such Treasurer may be directed or required by the Board of
Directors or the President.
SECTION 9. DELEGATION OF DUTIES. In the case of the absence or disability of
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any officer of the Corporation, or in case of a vacancy in any office or for any
other reason that the Board of Directors may deem sufficient, the Board of
Directors, except as otherwise provided by law, may delegate the powers or
duties of any officer during the period of such officer's absence or disability
to any other officer or to any director.
ARTICLE V
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STOCK CERTIFICATES
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SECTION 1. ISSUANCE. Every holder of shares in this Corporation shall be
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entitled to have a certificate, representing all shares to which such holder is
entitled. No certificate shall be issued for any share until such share is
fully paid.
SECTION 2. SIGNATURES; FORM. Certificates representing shares in this
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Corporation shall be signed by the Chairman, the President or a Vice President,
and by the Secretary or an Assistant Secretary or the Treasurer and may be
sealed with the seal of this Corporation or a
facsimile thereof. The signatures of the President, the Secretary and the
Treasurer 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. In case any officer who signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer at the date of its issuance.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize such
restrictions upon the certificate. Alternatively, each certificate may state
conspicuously that the Corporation will furnish to any shareholder upon request
and without charge a full statement of such restrictions.
SECTION 3. TRANSFER OF STOCK. Shares of stock of the Corporation shall be
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transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney in fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled." The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock as it deems appropriate.
If any holder of any stock of the Corporation shall have entered into an
agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition is
imposed or placed upon or in connection with the sale or transfer of any share
of stock of the Corporation, and if a duly executed or certified copy thereof
shall have been filed with the Secretary of the Corporation, none of the shares
of stock covered by such agreement or to which it relates, of any such
contracting shareholder, shall be transferred upon the books of the Corporation
until there has been filed with the Secretary of the Corporation evidence
satisfactory to the Secretary of the Corporation of compliance with such
agreement, and any evidence of any kind or quality, of compliance with the terms
of such agreement which the Secretary deems satisfactory or sufficient shall be
conclusive upon all parties interested; provided, however, that neither the
Corporation nor any director, officer, employee or transfer agent thereof shall
be liable for transferring or effecting or permitting the transfer of any such
shares of stock contrary to or inconsistent with the terms of any such
agreement, in the absence of proof of willful disregard thereof or fraud, bad
faith or gross negligence on the part of the party to be charged; provided,
further, that the certificate of the Secretary, under the seal of the
Corporation, bearing the date of its issuance by the Secretary, certifying that
such an agreement is or is not on file with the Secretary, shall be conclusive
as to such fact so certified for a period of five days from the date of such
certificate, with respect to the rights of any innocent purchaser or transferee
for value of any such shares without actual notice of the existence of any
restrictive agreement.
SECTION 4. LOST CERTIFICATES. Any shareholder claiming a certificate of
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stock to be lost or destroyed shall make affidavit or affirmation of the fact
and the fact that such shareholder is the owner and holder thereof, and give
notice of the loss or destruction of same in such manner as the Board of
Directors may require, and shall give the Corporation a bond of indemnity in
form, and with one or more sureties satisfactory to the Board of Directors,
payable as may be required by the Board of Directors to protect the Corporation
and any person injured by the issuance of the new certificate from any liability
or expense which it or they may incur by reason of the original certificate
remaining outstanding, whereupon the President or a Vice President and the
Secretary or an Assistant Secretary may cause to be issued a new certificate in
the same tenor as the one alleged to be lost or destroyed, but always subject to
approval of the Board of Directors.
ARTICLE VI
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INDEMNIFICATION
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SECTION 1. DEFINITIONS. For purposes of this Article VI, the following terms
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shall have the meanings hereafter ascribed to them:
(a) "Agent" includes a volunteer.
(b) "Corporation" includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger, so that any person who is or was a director, officer,
employee, or agent of a constituent corporation, or is or was serving at the
request of a constituent corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust or other enterprise,
is in the same position with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if its separate
existence had continued.
(c) "Expenses" includes counsel's fees, including those for appeal.
(d) "Liability" includes obligations to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to any employee benefit
plan), and Expenses actually and reasonably incurred with respect to a
Proceeding.
(e) "Proceeding" includes any threatened, pending, or completed action, suit,
or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
(f) "Serving at the Request of the Corporation" includes any service as a
director, officer, employee, or agent of the Corporation that imposes duties on
such persons, including duties relating to an employee benefit plan and its
participants or beneficiaries.
(g) "Not Opposed to the Best Interest of the Corporation" describes the
actions of a person who acts in good faith and in a manner he reasonably
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.
(h) "Other Enterprise" includes employee benefit plans.
SECTION 2. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
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A. The Corporation shall have power to indemnify any person 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 he is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he reasonably believed to be in, or not opposed to, the best
interest of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
B. The Corporation shall have power to indemnify any person, who was or is a
party to any proceeding by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interest of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability that in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
C. To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
proceeding referred to in subsection A or subsection B, or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
D. Any indemnification under subsection A or subsection B, unless pursuant to
determination by a court, shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth herein. Such determination shall
be made:
1. By the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such proceeding;
2. If such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
3. By independent legal counsel:
a. Selected by the Board of Directors or the committee;
b. If a quorum of the directors cannot be obtained and a committee
cannot be designated, selected by majority vote of the full Board of Directors
(in which directors who are parties may participate);
4. By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.
E. Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons designated by independent legal
counsel shall evaluate the reasonableness of expenses and may authorize
indemnification.
F. Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the Corporation in advance of the final
disposition of the such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.
G. The indemnification and advancement of expenses provided pursuant to this
Article are not exclusive, and the Corporation may make \any other or further
indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement, vote of shareholders, or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. However, indemnification or
advancement of expenses shall not be made to or on behalf of any director,
officer, employee, or agent if a judgment or other final adjudication
establishes that his actions, or omissions to act, were material to the cause of
action so adjudicated and constitute:
1. A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;
2. A transaction from which the director, officer, employee, or agent
derived an improper personal benefit;
3. In the case of a director, a circumstance under which the liability
provisions of Section 607.0834, Florida Statutes, are applicable; or
4. Willful misconduct or a conscious disregard for the best interests of
the Corporation in a proceeding by or in the right of the Corporation to procure
a judgment in its favor or in a proceeding by or in the right of a shareholder.
H. Indemnification and advancement of expenses as provided in this Article
shall continue as, unless otherwise provided when authorized or ratified, to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person, unless otherwise provided when authorized or ratified.
I. Notwithstanding the failure of the Corporation to provide indemnification,
and despite any contrary determination of the Board or of the shareholders in
the specific case, a director, officer, employee or agent of the Corporation who
is or was a party to a proceeding may apply for indemnification or advancement
of expenses, or both, to the court conducting the proceeding, to the Circuit
Court, or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers necessary, may
order indemnification and advancement of expenses, including expenses incurred
in seeking court ordered indemnification or advancement of expenses, if it
determines that:
1. The director, officer, employee or agent is entitled to mandatory
indemnification in which case the court shall also order the Corporation to pay
the director reasonable expenses incurred in obtaining court ordered
indemnification or advancement of expenses;
2. The director, officer, employee or agent is entitled to indemnification
or advancement of expenses, or both, by virtue of the exercise by the
Corporation of its power; or
3. The director, officer, employee or agent is fairly and reasonably
entitled to indemnification or advancement of expenses, or both, in view of all
the relevant circumstances, regardless of whether such person met the standard
of conduct set forth herein.
ARTICLE VII
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GENERAL PROVISIONS
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SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin on
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the first day of July and end on the last day of June in each year.
SECTION 2. SEAL. The Board of Directors in its discretion may adopt
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a seal for the Corporation in such form as may be determined from time to time
by the Board of Directors.
SECTION 3. AMENDMENT OF BYLAWS. The Board of Directors shall have
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the power to repeal, alter, amend, and rescind these Bylaws.