Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
TRANSIT GROUP, INC.
ARTICLE I
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Corporate Offices
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Section 1. Principal and Registered Offices. The principal office of the
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Corporation shall be located at such place as the Board of Directors may specify
from time to time. The registered office of the Corporation shall be located at
1200 S. Pine Island Road, Plantation, Florida 33324, unless changed by the Board
of Directors.
Section 2. Other Offices. The Corporation may have offices at such other
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places, either within or without the State of Florida, as the Board of Directors
may from time to time determine.
ARTICLE II
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Meetings of Shareholders
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Section 1. Place of Meeting. Meetings of shareholders shall be held at
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the principal office of the Corporation or at such other place or places, either
within or without the State of Florida, as the Board of Directors shall
designate. In the absence of any such designation, meetings of shareholders
shall be held at the principal executive office of the Corporation.
Section 2. Annual Meeting. The annual meeting of shareholders shall be
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held each year on a date and at a time designated by the Board of Directors. At
the annual meeting, directors shall be elected and any other proper business may
be transacted.
Section 3. Special Meeting. A special meeting of the shareholders for any
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purpose or purposes may be called at any time by the Chairman of the Board or
the Chief Executive Officer, and shall be called by the Secretary at the written
request of, or by resolution adopted by: (a) a majority of the Board of
Directors; or (b) the holders of 10% of the outstanding shares of capital stock
of the Corporation entitled to vote at such meeting, in which case, such request
shall state the purpose of the proposed meeting.
Section 4. Notice of Meetings. Written or printed notice, stating the
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place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes of the meeting, shall be given not less than ten (10) days
nor more than sixty (60) days before the date of the meeting to each shareholder
of record entitled to vote at the meeting, except that no notice of a meeting
need be given to any shareholder for which notice is not required to be given
under law. Such notice shall be given either personally or by first-class mail
or by telegraphic or other written communication. If
notice is mailed at least 30 days before the date of the meeting, the notice may
be mailed by a class of United States mail other than first class. Notices not
personally delivered shall be sent charges prepaid and shall be addressed to the
shareholder at the address of such shareholder appearing on the books of the
Corporation or given by the shareholder to the Corporation for the purpose of
notice. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.
Section 5. Proxies. Each shareholder entitled to vote at a meeting of
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shareholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after eleven (11) months
from its date, unless the proxy provides for a longer period. The revocability
of a proxy that states on its face that it is irrevocable shall be governed by
the provisions of Section 607.0722 of the Florida Business Corporation Act (or
any successor statute).
Section 6. Quorum. Except as otherwise provided by law, the holders of a
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majority of the issued and outstanding shares of capital stock of the
Corporation entitled to vote at a meeting of shareholders, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at such meeting. In the absence of a quorum, the chairman of the meeting shall
have the power to adjourn the meeting in accordance with Article II, Section 7,
of these by-laws. If a quorum is initially present, the shareholders may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken is
approved by a majority of the shareholders initially constituting a quorum for
that meeting.
Section 7. Adjourned Meeting. When a meeting is adjourned to another time
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and place, unless these by-laws otherwise require, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting, the Corporation
may transact any business that may have been transacted at the original meeting.
If a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record as of such new
record date entitled to vote at the meeting.
Section 8. Voting of Shares. Each outstanding share of voting capital
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stock of the Corporation shall be entitled to one vote on each matter submitted
to a vote at a meeting of the shareholders, except as otherwise provided in the
Articles of Incorporation of the Corporation. Except as otherwise provided by
law, the Articles of Incorporation of the Corporation or these by-laws, if a
quorum is present: (a) directors shall be elected by a plurality of the votes of
the shares of capital stock of the Corporation present in person or represented
by proxy at the meeting and entitled to vote on the election of directors; and
(b) action on any matter other than the election of directors shall be approved
if the votes cast by the holders of shares represented at the meeting and
entitled to vote on the subject matter favoring the action exceed the votes cast
opposing the action.
Section 9. Shareholder Nominations and Proposals. Nominations for
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election as a director and proposals for shareholder action may be made only by
shareholders of the Corporation of record at the time of the giving of notice
provided for herein and shall be made in writing and shall be delivered or
mailed to the Secretary of the Corporation: (a) in the case of an annual meeting
of shareholders that is called for a date that is within thirty (30) days before
or after the anniversary date of the immediately preceding annual meeting of
shareholders, not less than sixty (60) days nor more than ninety (90) days prior
to such anniversary date; and (b) in the case of an annual meeting of
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shareholders that is called for a date that is not within thirty (30) days
before or after the anniversary date of the immediately preceding annual meeting
of shareholders, or in the case of a special meeting of shareholders, not later
than the close of business on the tenth (10th) day following the day on which
the notice of meeting was mailed or public disclosure of the date of the meeting
was made, whichever occurs first. Such notification shall contain a written
statement of the shareholder's proposal and of the reasons therefor, his name
and address and number of shares owned, and, in the case of the nomination of a
director, nominations shall contain the following information to the extent
known by the notifying shareholder: (i) the name, age and address of each
proposed nominee; (ii) the principal occupation of each proposed nominee; (iii)
the nominee's qualifications to serve as a director; (iv) such other information
relating to such nominee as required to be disclosed in solicitation of proxies
for the election of directors pursuant to the rules and regulations of the
Securities and Exchange Commission; (v) the name and residence address of the
notifying shareholder; and (vi) the number of shares owned by the notifying
shareholder, and shall be accompanied by the nominee's written consent to being
named a nominee and serving as a director if elected. A shareholder making any
proposal shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended. Nominations or proposals not made in
accordance herewith may be disregarded by the chairman of the meeting in his
discretion, and upon his instructions all votes cast for each such nominee or
for such proposal may be disregarded.
Section 10. Action Without Meeting. Any action that the shareholders
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could take at a meeting may be taken without a meeting if one or more written
consents, setting forth the action taken, shall be signed and dated, before or
after such action, by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the 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. The consent shall be delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
The Corporation shall give notice of any action so taken within ten (10) days of
the date of such action to those shareholders entitled to vote thereon who did
not give their written consent and to those shareholders not entitled to vote
thereon.
Section 11. Record Date for Shareholder Notice. The Board of Directors
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may fix a date as the record date for the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders. Such record
date shall not precede the date on which the Board of Directors adopted the
resolution fixing the record date and shall not be more than seventy (70) days
or less than ten (10) days prior to the date of such meeting. If the Board of
Directors does not fix a record date, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. The determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting.
Section 12. List of Shareholders. It shall be the duty of the Secretary
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or other officer of the Corporation who shall have charge of the stock records,
either directly or through a transfer agent appointed by the Board of Directors,
to prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of shareholders entitled to vote at such meeting
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered
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in the name of each shareholder. Such list shall be open to the examination of
any shareholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at the Corporation's principal office or at a place specified in the
notice of the meeting. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
shareholder who is present.
Section 13. Inspectors of Elections.
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(a) Appointment of Inspectors of Election. In advance of
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any meeting of shareholders, the Board of Directors may appoint one or more
persons, other than nominees for office, as inspectors of election to act at
such meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, appoint inspectors of election at the meeting.
In case any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the Board of Directors in
advance of the meeting, or at the meeting by the chairman of the meeting.
(b) Duties of Inspectors. The inspectors of election shall
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determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies and ballots, receive votes, ballots or consents,
count and tabulate all votes and ballots, determine the results, retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, certify their determination of the number of
shares represented at the meeting and their count of all votes and ballots, and
do such acts as may be proper to conduct the election or vote with fairness to
all shareholders. The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical.
(c) Vote of Inspectors. If there are more than one
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inspectors of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all.
(d) Report of Inspectors. On request of the chairman of the
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meeting or of any shareholder or his proxy, the inspectors shall make a report
in writing of any challenge or question or matter determined by them and execute
a certificate of any fact found by them. Any report or certificate made by them
is prima facie evidence of the facts stated herein.
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ARTICLE III
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Board of Directors
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Section 1. General Powers. The business and affairs of the Corporation
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shall be managed by or under the direction of the Board of Directors except as
otherwise provided by law, the Articles of Incorporation of the Corporation or
these by-laws.
Section 2. Number, Term and Qualification. The number of directors of the
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Corporation shall be determined from time to time by resolution adopted by the
Board of Directors; provided, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. Directors
shall be elected annually at the annual meeting of shareholders of the
Corporation. Each director shall hold office until the next annual meeting of
shareholders at which his term expires and until his successor is elected and
qualified, or until his earlier death, resignation or removal pursuant to these
by-laws. Directors shall be natural persons 18 years of age or older, but need
not be residents of the State of Florida or shareholders of the Corporation.
Section 3. Removal. Except as provided in the Articles of Incorporation
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or under applicable law, directors may be removed from office with or without
cause by a vote of the holders of a majority of the shares of capital stock of
the Corporation then entitled to vote 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 4. Resignation. Any director of the Corporation may resign at any
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time by giving written notice to the Chairman of the Board, the Chief Executive
Officer or the Secretary of the Corporation. Such resignation shall be
effective upon the giving of such notice or at such later time as shall be
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.
Section 5. Vacancies. Any vacancies occurring on the Board of Directors
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for any reason (including death, resignation, disqualification, removal or other
causes) and any newly created directorships resulting from an increase in the
authorized number of directors may be filled only by vote of a majority of the
remaining members of the Board of Directors, even if less than a quorum, at any
meeting of the Board of Directors. Notwithstanding the immediately preceding
sentence, the Board of Directors may by resolution determine that any such
vacancies or newly created directorships shall be filled by the shareholders of
the Corporation. Any director elected in accordance with the foregoing
provisions shall hold office until the next annual meeting of shareholders and
until his successor is elected and qualified, or until his earlier resignation
or removal pursuant to these by-laws.
Section 6. Compensation. Directors and members of committees may receive
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such compensation, if any, for their services as such and may be reimbursed for
expenses of attendance at meetings of the Board of a committee as may be fixed
or determined by resolution of the Board of Directors. Any director may serve
the Corporation in any other capacity and receive compensation therefor.
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ARTICLE IV
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Meetings of Directors
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Section 1. Annual Meetings. The annual meeting of the Board of Directors
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for the purpose of electing officers and transacting such other business as may
be brought before the meeting shall be held immediately following the annual
meeting of the shareholders at the place where such meeting is held. Notice of
annual meetings shall not be required.
Section 2. Regular Meetings. The Board of Directors may by resolution
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provide for the holding of regular meetings of the Board on specified dates and
at specified times. If any date for which a regular meeting is scheduled shall
be a legal holiday, the meeting shall be held on the next business day that is
not a legal holiday. Regular meetings of the Board of Directors shall be held
at the principal executive office of the Corporation or at such other place as
may be determined by resolution of the Board of Directors. Notice of regular
meetings shall not be required.
Section 3. Special Meetings. Special meetings of the Board of Directors
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may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the Secretary or any two directors. Such meetings may be
held at the time and place designated in the notice of the meeting.
Section 4. Notice of Special Meetings. Notice of the time and place of
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special meetings shall be given to each director: (a) in a writing mailed not
less than five days before such meeting addressed to the residence or usual
place of business of a director; (b) by telecopy or telegram sent not less than
two days before such meeting to the residence or usual place of business of a
director; or (c) in person or by telephone delivered not less than one day
before such meeting. Attendance by a director at a meeting for which notice is
required shall constitute a waiver of notice, except where a director attends
the meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called. Except as otherwise
herein provided, neither the business to be transacted at, nor the purpose of,
any special meeting of the Board of Directors need be specified in the notice of
such meeting.
Section 5. Quorum. A majority of the Board of Directors shall constitute
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a quorum for the transaction of business at a meeting of the Board of Directors.
If a quorum is initially present, the Board of Directors may continue to
transact business, notwithstanding the withdrawal of enough directors to leave
less than a quorum, if any action taken is approved by a majority of the
directors initially constituting a quorum for that meeting.
Section 6. Adjourned Meeting. A majority of the directors present,
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whether or not constituting a quorum, may adjourn any meeting of the Board of
Directors to another time and place. Notice of the time and place of holding an
adjourned meeting of the Board of Directors need not be given unless the meeting
is adjourned for more than forty-eight (48) hours. If the meeting is adjourned
for more than forty-eight (48) hours, then notice of the time and place of the
adjourned meeting shall be given before the adjourned meeting takes place, in
the manner specified in Article IV, Section 4 of these by-laws, to the directors
who were not present at the time of the adjournment.
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Section 7. Manner of Acting. Except as otherwise provided by law, these
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by-laws or the Articles of Incorporation of the Corporation, the act of the
majority of the directors present at a duly held meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 8. Action Without Meeting. Any action required or permitted to be
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taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors, whether done before or after the action is taken. Such unanimous
written consent shall have the same force and effect as a unanimous vote at a
meeting, and may be stated as such in any articles, certificates or documents
filed with the Secretary of State of Florida, or any other state wherein the
Corporation may do business.
Section 9. 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 objects at the beginning of the meeting (or promptly upon his or
her arrival) to the holding the meeting or the transacting of specified business
at the meeting or such director votes against such action or abstains from
voting in respect of such matter.
Section 10. Meeting by Use of Conference Telephone. Any one or more
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directors may participate in a meeting of the Board of Directors by means of a
conference telephone or similar communications device which allows all persons
participating in the meeting to hear each other, and such participation in a
meeting shall be deemed presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE V
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Committees
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Section 1. Designation of Committees. The Board of Directors may, by
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resolution passed by a majority of the Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in these by-laws or in the resolution of the Board of Directors
establishing the same, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation; provided, however, that no such committee shall have the power or
authority to: (a) approve or recommend to shareholders actions or proposals
required by the Florida Business Corporation Act to be approved by shareholders;
(b) fill vacancies on the Board of Directors or any committee thereof; (c)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors; (d) 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 to do so within
specifically prescribed limits; or (e) adopt, amend or repeal these by-laws.
Such committees or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors.
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Section 2. Minutes. Each committee shall keep minutes of its proceedings
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and shall report thereon to the Board of Directors when required.
Section 3. Meetings and Action of Committees. Meetings and actions of
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committees shall be governed by, and held in accordance with, the following
provisions of Article IV of these by-laws: Section 2 (regular meetings), Section
3 (special meetings), Section 4 (notice of special meetings), Section 5
(quorum), Section 6 (adjourned meeting), Section 7 (manner of acting), Section 8
(action without meeting) and Section 10 (meeting by use of conference
telephone), with such changes in the context of such by-laws as are necessary to
substitute the committee and its members for the Board of Directors and its
members; provided, however, that the time of regular meetings of committees may
be determined either by resolution of the Board of Directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the Board of Directors, and that notice of special meetings of
committees shall also be given to all alternative members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the governance of any committee not inconsistent with the provisions
of these by-laws.
ARTICLE VI
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Officers
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Section 1. Titles. The officers of the Corporation shall be elected by
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the Board of Directors and shall consist of a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Financial Officer, a Secretary, and a
Treasurer. The Board of Directors may also elect a Controller and one or more
Vice Presidents and Assistant Secretaries, Assistant Treasurers and such other
officers as it shall deem necessary. Except as otherwise provided in these by-
laws, the additional officers shall have the authority and perform the duties as
from time to time may be prescribed by the Board of Directors. Any two or more
offices may be held by the same individual, but no officer may act in more than
one capacity where action of two or more officers is required.
Section 2. Election and Term. The officers of the Corporation shall be
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elected by the Board of Directors at the annual meeting of the Board held each
year immediately following the annual meeting of the shareholders, and each
officer shall hold office until the next annual meeting at which officers are to
be elected and until his successor is elected and qualified, or until his
earlier resignation or removal pursuant to these by-laws.
Section 3. Removal. Any officer or agent elected or appointed by the
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Board of Directors may be removed, with or without cause, by the Board of
Directors, but removal shall be without prejudice to any contract rights of the
individual removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
Section 4. Resignation. Any officer of the Corporation may resign at any
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time by giving written notice to the Corporation. Such resignation shall be
effective upon the giving of such notice or at such later time as shall be
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.
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Section 5. Vacancies. Any vacancies among the officers for any reason
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(including death, resignation, disqualification, removal or other causes) may be
filled by the Board of Directors in the manner prescribed in these by-laws for
regular elections to that office.
Section 6. Compensation. The compensation of the officers shall be fixed
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by or under the direction of the Board of Directors. No officer shall be
prevented from receiving such compensation by reason of the fact that such
officer is also a director of the Corporation.
Section 7. Chairman of the Board. The Chairman of the Board of Directors
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shall preside at meetings of the Board of Directors. The Chairman of the Board
may but need not be an employee of the Corporation. If not elected Chief
Executive Officer, the Chairman of the Board shall have such other authority and
shall perform such other duties as may from time to time be conferred upon him
herein or by the Chief Executive Officer.
Section 8. Chief Executive Officer. The Chief Executive Officer shall
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have general charge of the business and affairs of the Corporation, shall have
final decision-making authority in the conduct of all business affairs of the
Corporation, and shall preside at meetings of the shareholders. The Chief
Executive Officer may perform such acts, not inconsistent with the applicable
law or the provisions of these by-laws, usually performed by the principal
executive officer of a corporation and may sign and execute all authorized
notes, bonds, contracts and other obligations in the name of the Corporation.
The Chief Executive Officer shall have such other powers and perform such other
duties as the Board of Directors shall designate or as may be provided by
applicable law or elsewhere in these by-laws.
Section 9. President. The President shall have responsibility for the
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day-to-day operations of the business of the Corporation and shall report to the
Chief Executive Officer. The President may perform such acts, not inconsistent
with the applicable law or the provisions of these by-laws, usually performed by
the chief operating officer of a corporation and may sign and execute all
authorized notes, bonds, contracts and other obligations in the name of the
Corporation. The President shall have such other powers and perform such other
duties as the Board of Directors shall designate or as may be provided by
applicable law or elsewhere in these by-laws, and in the event of the disability
or death of the Chief Executive Officer, he shall perform the duties of the
Chief Executive Officer unless and until a new Chief Executive Officer is
elected by the directors.
Section 10. Chief Financial Officer. The Chief Financial Officer of the
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Corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director for a purpose reasonably related to his position as a
director. The Chief Financial Officer shall render to the Chief Executive
Officer and Board of Directors, whenever they may request it, an account of the
transactions of the Corporation and of the financial condition of the
Corporation. The Chief Financial Officer shall have such other powers and
perform such other duties as the Board of Directors shall designate or as may be
provided by applicable law or elsewhere in these by-laws.
Section 11. Vice Presidents. Each Vice President shall have such powers
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and perform such duties as shall be assigned to him by the Board of Directors.
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Section 12. Secretary. The Secretary shall keep, or cause to be kept,
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accurate records of the acts and proceedings of all meetings of shareholders and
of the Board of Directors and shall give all notices required by law and by
these by-laws. The Secretary shall have general charge of the corporate books
and records and of the corporate seal and shall affix the corporate seal to any
lawfully executed instrument requiring it. The Secretary shall have general
charge of the stock transfer books of the Corporation and shall keep, or cause
to be kept, at the principal office of the Corporation a record of shareholders,
showing the name and address of each shareholder and the number and class of the
shares held by each shareholder. The Secretary shall sign such instruments as
may require the signature of the Secretary, and in general may perform such
acts, not inconsistent with the applicable law or the provisions of these by-
laws, usually performed by the secretary of a corporation. The Secretary shall
have such other powers and perform such other duties as the Board of Directors
shall designate from time to time.
Section 13. Assistant Secretaries. Each Assistant Secretary shall have
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such powers and perform such duties as may be assigned by the Board of
Directors, and the Assistant Secretaries shall exercise the powers of the
Secretary during that officer's absence or inability to act.
Section 14. Treasurer. The Treasurer shall have the custody of the
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corporate funds and securities and shall keep and maintain, or cause to be kept
and maintained, full and accurate accounts of receipts and disbursements. The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse funds of the Corporation as may be
ordered by the Board of Directors, the Chief Executive Officer or the President,
taking proper vouchers for such disbursements. The Treasurer shall also have
such powers and perform such duties incident to the office as may be assigned
from time to time by the Board of Directors.
Section 15. Assistant Treasurers. Each Assistant Treasurer shall have
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such powers and perform such duties as may be assigned by the Board of
Directors, and the Assistant Treasurers shall exercise the powers of the
Treasurer during that officer's absence or inability to act.
Section 16. Controller and Assistant Controllers. The Controller shall
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have charge of the accounting affairs of the Corporation and shall have such
other powers and perform such other duties as the Board of Directors shall
designate. The Controller shall report to the Chief Financial Officer. Each
Assistant Controller shall have such powers and perform such duties as may be
assigned by the Board of Directors, and the Assistant Controllers shall exercise
the powers of the Controller during that officer's absence or inability to act.
Section 17. Voting Upon Stocks. Unless otherwise ordered by the Board of
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Directors, the Chief Executive Officer shall have full power and authority on
behalf of the Corporation to attend, act and vote at meetings of the
shareholders of any Corporation in which this Corporation may hold stock, and at
such meetings shall possess and may exercise any and all rights and powers
incident to the ownership of such stock and which, as the owner, the Corporation
might have possessed and exercised. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.
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ARTICLE VII
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Capital Stock
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Section 1. Certificates. Certificates for shares of the capital stock of
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the Corporation shall be in such form not inconsistent with the Articles of
Incorporation of the Corporation as shall be approved by the Board of Directors.
The certificates shall be consecutively numbered or otherwise identified. The
name and address of the persons to whom they are issued, with the number of
shares and date of issue, shall be entered on the stock transfer records of the
Corporation. Each certificate shall be signed by the Chief Executive Officer or
President and by the Secretary or any Assistant Secretary; provided, that if a
certificate is signed by a transfer agent of the Corporation, the signatures of
such officers of the Corporation upon the certificate may be by facsimile,
engraved or printed. Each certificate shall be sealed with the seal of the
Corporation or a facsimile thereof.
Section 2. Transfer of Shares. Transfer of record of shares of stock of
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the Corporation shall be made on the stock transfer books of the Corporation
only upon surrender of the certificate for the shares sought to be transferred
by the record holder or by a duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer shall be cancelled
before new certificates for the transferred shares shall be issued.
Section 3. Restrictions on Transfer of Shares. The Corporation shall have
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the power to enter into and perform any agreement with any shareholders of the
Corporation to restrict the transfer of shares of stock of the Corporation of
any one or more classes owned by such shareholders in any manner not prohibited
by the Florida Business Corporation Act.
Section 4. Transfer Agent and Registrar. The Board of Directors may
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appoint one or more transfer agents and one or more registrars of transfers and
may require all stock certificates to be signed or countersigned by the transfer
agent and registered by the registrar of transfers.
Section 5. Regulations. The Board of Directors shall have power and
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authority to make rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of capital stock of
the Corporation.
Section 6. Lost Certificates. The Board of Directors may authorize the
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issuance of a new certificate in place of a certificate claimed to have been
lost or destroyed, upon receipt of an affidavit from the person explaining the
loss or destruction. When authorizing issuance of a new certificate, the Board
of Directors may require the claimant to give the Corporation a bond in a sum as
it may direct to indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or destroyed; or the Board
of Directors may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without requiring a bond.
ARTICLE VIII
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General Provisions
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Section 1. Dividends. The Board of Directors may from time to time
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declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
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Section 2. Record Date for Purposes Other Than Shareholder Notice. The
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Board of Directors may fix a date as the record date for the purpose of
determining shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the shareholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action. Such record date shall not precede the date
upon which the resolution fixing the record date is adopted and shall not be
more than seventy (70) days prior to such action. If no record date is fixed by
the Board of Directors, the record date for determining shareholders for any
such purpose shall be at the close of business on the date on which the Board of
Directors adopts the resolution relating thereto.
Section 3. Seal. The seal of the Corporation shall have inscribed thereon
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the name of the Corporation and "Florida" around the perimeter, and the words
"Corporate Seal" in the center.
Section 4. Waiver of Notice. Whenever notice is required to be given to a
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shareholder, director or other person under the provisions of these by-laws, the
Articles of Incorporation of the Corporation or by applicable law, a waiver in
writing signed by the person or persons entitled to the notice, whether before
or after the time stated in the notice, shall be equivalent to giving the
notice.
Section 5. Depositories and Checks. All funds of the Corporation shall be
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deposited in the name of the Corporation in such bank, banks or other financial
institutions as the Board of Directors may from time to time designate and shall
be drawn out on checks, drafts or other orders signed on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time designate.
Section 6. Bond. The Board of Directors may by resolution require any or
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all officers, agents and employees of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.
Section 7. Loans to Officers. The Corporation may lend money to, or
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guarantee any obligation of, or otherwise assist any officer or other employee
of the Corporation or of its subsidiaries, including any officer or employee who
is a director of the Corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the Corporation. The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation. Nothing in these by-laws shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any statute.
Section 8. Fiscal Year. The fiscal year of the Corporation shall be the
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period ending on December 31 of each year or such other period as the Board of
Directors shall from time to time determine.
Section 9. Indemnification of Directors and Officers. Persons serving as
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officers and directors of the Corporation shall be indemnified to the fullest
extent provided by law, as provided in the Articles of Incorporation of the
Corporation.
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Section 10. Amendments. Except as otherwise provided herein, these by-
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laws may be amended or repealed and new by-laws may be adopted by the
affirmative vote of the holders of a majority of the capital stock issued and
outstanding and entitled to vote at any meeting of shareholders or by resolution
adopted by the affirmative vote of not less than a majority of the number of
directors of the Corporation.
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