Exhibit 3(b)
BY-LAWS
OF
DARDEN RESTAURANTS, INC.
TABLE OF CONTENTS
ARTICLE 1
SHAREHOLDERS
SECTION 1. Place of Holding Meeting...........................1
SECTION 2. Quorum.............................................1
SECTION 3. Adjournment of Meetings............................1
SECTION 4. Annual Election of Directors.......................1
SECTION 5. Voting at Shareholders' Meetings...................2
SECTION 6. Notice of Shareholders' Meetings...................2
SECTION 7. Nomination of Directors............................3
SECTION 8. Notice of Business.................................3
SECTION 9. Organization.......................................4
SECTION 10. Order of Business..................................4
ARTICLE II
DIRECTORS
SECTION 1. Organization.......................................4
SECTION 2. Election of Officers...............................4
SECTION 3. Regular Meetings...................................5
SECTION 4. Special Meetings; How Called, Notice...............5
SECTION 5. Number; Qualifications; Quorum; Term...............5
SECTION 6. Place of Meetings..................................6
SECTION 7. Vacancies..........................................6
SECTION 8. Resignation and Removal of Directors...............6
SECTION 9. Compensation of Directors..........................6
SECTION 10. Committees.........................................6
SECTION 11. Executive Committee; Powers........................7
SECTION 12. Preferred Directors................................8
ARTICLE III
OFFICERS
SECTION 1. Titles.............................................8
SECTION 2. Chairman...........................................8
SECTION 3. Vice Chairman......................................8
SECTION 4. President..........................................8
SECTION 5. Vice President(s)..................................8
SECTION 6. Secretary..........................................9
SECTION 7. Assistant Secretary................................9
SECTION 8. Resignation and Removal of Officers................9
SECTION 9. Salaries...........................................10
ARTICLE IV
CAPITAL STOCK
SECTION 1. Issue of Stock With or Without Certificates........10
SECTION 2. Transfer of Shares.................................10
SECTION 3. Lost Certificates..................................10
SECTION 4. Rules as to Issue of Shares........................11
SECTION 5. Holder of Record Deemed Holder in Fact.............11
SECTION 6. Closing of Transfer Books or Fixing Record Date....11
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Contracts, Etc; How Executed.......................12
SECTION 2. Loans..............................................12
SECTION 3. Deposits...........................................12
SECTION 4. Checks, Drafts, Etc................................12
SECTION 5. Transaction of Business............................13
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. ...................................................13
(a) Fiscal year....................................13
(b) Staff and Divisional Titles....................13
SECTION 2. Notice and Waiver of Notice........................13
SECTION 3. Inspection of Books................................13
SECTION 4. Construction.......................................14
SECTION 5. Adjournment of Meetings............................14
SECTION 6. Indemnification....................................14
SECTION 7. Resolution of Board of Directors Providing for
Issuance of Preferred Shares..................15
ARTICLE VII
AMENDMENTS
SECTION 1. Amendment of Bylaws................................15
BYLAWS
of
DARDEN RESTAURANTS, INC.
ARTICLE 1
SHAREHOLDERS
SECTION 1. Place of Holding Meeting: Meetings of shareholders may be held
within or without the State of Florida, and, unless otherwise determined by the
board of directors or the shareholders, all meetings of the shareholders shall
be held at the principal office of the corporation in the City of Orlando in the
State of Florida. The place of meeting of the shareholders for the election of
directors shall not be changed within sixty (60) days next before the day on
which the election is to be held. A notice of any change shall be given to each
shareholder entitled to vote, at least twenty (20) days before the election is
held, in person or by letter mailed to such person at the last-known post office
address.
SECTION 2. Quorum: Any number of shareholders together holding a majority
of the votes entitled to be cast by a voting group on a particular matter,
represented in person or by proxy at any meeting of shareholders, constitutes a
quorum of that voting group for action on that matter, except as may be
otherwise provided by law, by the articles of incorporation or by these bylaws.
At any meeting of shareholders for the election of directors at which any voting
group shall have a separate vote, the absence of a quorum of any other voting
group shall not prevent the election of the directors to be elected by such
voting group.
SECTION 3. Adjournment of Meetings: If less than a quorum shall be in
attendance at the time for which the meeting shall have been called, the meeting
may be adjourned from time to time by a majority vote of the shares represented,
and who would be entitled to vote at the meeting if a quorum were present,
without any notice other than by announcement at the meeting. Any meeting at
which a quorum is present may also be adjourned, in like manner, for such time,
or upon such call, as may be determined by vote. At any such adjourned meeting
at which a quorum may be present any business may be transacted which might have
been transacted at the meeting as originally called.
SECTION 4. Annual Election of Directors: The annual meeting of shareholders
for the election of directors and the transaction of other business shall be
held on the fourth Monday of September in each year at 1:00 o'clock in the
afternoon, standard time, unless, by resolution, the board of directors fixes
another date or time in the months of September or October for the holding of
such annual meeting. If the election of directors shall not be had on the day
designated herein for the annual meeting or at an adjournment thereof, the board
of directors shall cause a meeting of the shareholders for the election of a
board of
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directors to be held as soon thereafter as conveniently may be. At such meeting
the shareholders may elect the directors and transact other business with the
same force and effect as at an annual meeting duly called and held.
After the first election of directors, no share shall be voted on at any
election which shall have been transferred on the books of the corporation
within twenty (20) days next preceding such election, except where the transfer
books of the corporation shall have been closed or a date shall have been fixed
as a record date for the determination of the shareholders entitled to vote, as
provided in Article IV, Section 6 of these bylaws.
The directors elected annually shall hold office until the next annual
election and until their successors are respectively elected and qualified;
provided, in the event that any voting group has the right to elect directors
separately as a voting group and such right shall have vested, such right may be
exercised as provided in the articles of incorporation of the corporation.
The secretary shall prepare, or cause to be prepared, at least ten (10)
days before every election, a complete list of shareholders entitled to vote,
arranged in alphabetical order, and such list shall be kept in a file at the
principal office of the corporation for such ten (10) days, for the examination
of any shareholder at any time during usual business hours, and shall be
produced and kept at the time and place of election during the whole time
thereof, subject to the inspection of any shareholder who may be present.
SECTION 5. Voting at Shareholders' Meeting: The board of directors shall
determine the voting power of any Preferred Shares in accordance with Article
III of the articles of incorporation. Unless otherwise provided in the articles
of incorporation or these bylaws and subject to the provisions of the Florida
Business Corporation Act (the "Florida Law"), each shareholder entitled to vote
shall have one (1) vote to each share of voting stock registered in its name on
the books of the corporation.
SECTION 6. Notice of Shareholders' Meetings: Written notice, stating the
time and place of the meeting and, in case of a special meeting, stating also
the general nature of the business to be considered, shall be given by the
secretary by mailing, or causing to be mailed, such notice, postage prepaid, to
each shareholder entitled to vote, at the post office address as the same
appears on the stock books of the corporation, or by delivering such notice to
such person personally, at least ten (10) days before the meeting.
A written waiver of such notice signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
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SECTION 7. Nomination of Directors: Only persons who are nominated in
accordance with the procedures set forth in these bylaws shall be eligible to
serve as directors. Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of shareholders (a) by or
at the direction of the board of directors or (b) by any shareholder of the
corporation who is a shareholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures set forth
in this Section. Such nominations, other than those made by or at the direction
of the board of directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 120 calendar days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event no
annual meeting was held in the previous year or the date of the annual meeting
has been changed by more than thirty days, notice by the shareholder to be
timely must be so received not later than the close of business on the later of
one hundred twenty calendar days in advance of such annual meeting or ten
calendar days following the day on which such notice of the date of the meeting
or such public disclosure is first made. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Ace of 1934 (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the corporation's books, of such shareholder
and (ii) the class and number of shares of the corporation which are
beneficially owned by such shareholder.
At the request of the board of directors, any person nominated by the board
of directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. No person shall be eligible to
serve as a director of the corporation unless nominated in accordance with the
procedures set forth in this Section. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the bylaws, and if such
person should so determine, such person shall so declare to the meeting and the
defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, and the rules and
regulations thereunder with respect to the matters set forth in this Section.
SECTION 8. Notice of Business: At any meeting of the shareholders, only
such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the board of directors or (b) by any shareholder
or the corporation who is a shareholder of record at the time of giving of the
notice provided for in this Section, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section.
For business to be properly brought before a shareholder meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the corporation in accordance with the timeliness provisions of
Section 7 above. A shareholder's notice to the
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secretary shall set forth as to each matter the shareholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the shareholder and (d) any material
interest of the shareholder in such business. Notwithstanding anything in the
bylaws to the contrary, no business shall be conducted at a shareholder meeting
except in accordance with the procedures set forth in this Section. The chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of the bylaws, and if such person should so determine, such
person shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section, a shareholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, and the rules
and regulations thereunder with respect to the matters set forth in this
Section.
SECTION 9. Organization: At each meeting of shareholders, the chairman of
the board, if one shall have been elected, (or in the absence of the chairman or
if a chairman shall not been elected, the president) shall act as chairman of
the meeting. The secretary (or in the absence or inability to act of the
secretary, the person whom the chairman of the meeting shall appoint secretary
of the meeting) shall act as secretary of the meeting and keep the minutes
thereof.
SECTION 10. Order of Business: The order of business at all meetings of
shareholders, as well as the rules governing such meetings, shall be solely
determined by the chairman of the meeting.
ARTICLE II
DIRECTORS
SECTION 1. Organization: The board of directors may hold a meeting for the
purpose of organization and the transaction of other business if a quorum by
present, immediately before and/or after the annual meeting of the shareholders
and immediately before and/or after any special meeting at which directors are
elected. Notice of such meeting need not be given. Such organizational
meeting(s) may be held at any other time or place, which shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or in a consent and waiver of notice thereof signed by all the
directors.
SECTION 2. Election of Officers: At such meeting the board of directors may
elect from among its number a chairman (or person having a similar title) of the
board of directors, one or more persons to serve as a vice chairman, a president
as well as one or more corporate and company vice presidents, a secretary and
one or more assistant secretaries, who need not be directors. Such officers
shall hold office until the next annual election of officers and until their
successors are respectively elected and qualified, unless removed by the board
of directors as provided in Section 8 of Article III.
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SECTION 3. Regular Meetings: Regular meetings of the board of directors
shall be held on such dates as are designated, from time to time, by resolutions
of the board, and shall be held at the principal office of the corporation or at
such other location as the board selects. Each regular meeting shall commence at
the time designated by the chairman of the board on at least five (5) days'
written notice to each director when sent by mail and on at least three 93) days
notice when sent by private express carrier or transmitted by telex, facsimile
or similar means.
SECTION 4. Special Meetings; How Called; Notice: Special meetings of the
board of directors may be called by the chairman of the board, a vice chairman
of the board, the president or by any three (3) directors who are not salaried
officers or salaried employees of the corporation. Written notice of the time,
place and purposes of each special meeting shall be sent by private express
carrier or transmitted by telex, facsimile or similar means to each director at
least twenty-four (24) hours prior to such meeting. Notwithstanding the
preceding, any meeting of the board of directors shall be a legal meeting
without any notice thereof if all the members of the board shall be present, or
if all absent members waive notice thereof.
SECTION 5. Number; Qualifications; Quorum; Term:
(a) The board of directors shall consist of not less than three nor more
than fifteen (15) members.
(b) Not more than six (6) of the members of the board of directors shall be
officers or employees of the corporation, but, solely for this provision, the
chairman of the board shall not be deemed to be such an officer or employee.
(c) Subject to the provisions of the articles of incorporation, as amended,
one-third (1/3) of the total number of the directors (but in no event less than
two (2) directors) shall constitute a quorum for the transaction of business.
The affirmative vote of a majority of the directors present at a meeting at
which a quorum is constituted shall be the act of the board of directors, unless
the articles of incorporation shall require a vote of a greater number.
(d) Except as otherwise provided in these by-laws, directors shall hold
office until the next succeeding annual shareholders' meeting and thereafter
until their successors are respectively elected and qualified.
(e) Except as otherwise provided in the articles of incorporation or these
bylaws, the number of directors may be altered from time to time by amendment to
subsection (a) above.
SECTION 6. Place of Meetings: The board of directors may hold its meetings
and keep the books of the corporation outside of the State of Florida, at any
office of the corporation, or at any other place, as it may from time to time by
resolution determine.
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SECTION 7. Vacancies: Except as otherwise provided in the articles of
incorporation, any vacancy in the board of directors because of death,
resignation, disqualification, increase in number of directors or any other
cause may be filled by a majority of the remaining directors, though less than a
quorum, at any regular or special meeting of the directors. Any such vacancy
resulting from any cause whatsoever may also be filled by the shareholders at
the first annual meeting held after such vacancy shall occur or at a special
meeting thereof called for the purpose.
SECTION 8. Resignation and Removal of Directors: Any director of the
corporation may resign at any time by giving written notice to the chairman of
the board or to the secretary of the corporation. Such resignation shall take
effect at the time specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 9. Compensation of Directors: The board of directors shall have the
authority to fix the compensation of directors. In addition, each director shall
be entitled to be reimbursed by the corporation for all expenses incurred in
attending meetings of the board of directors or of any committee of which such
person is a member. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation for such services from the corporation; provided, that any person
who is receiving a stated compensation as an officer of the corporation for
services as such officer shall not receive any additional compensation for
services as a director during such period. A director entitled to receive stated
compensation for services as director, who shall serve for only a portion of a
year, shall be entitled to receive only that portion of the director's annual
stated compensation on which the period of such service during the year bears to
the entire year. The annual compensation of directors shall be paid at such
times and in such installments as the board of directors may determine.
SECTION 10. Committees:
(a) The Board of Directors shall designate an Executive Committee, Audit
Committee, Compensation Committee and Nominating and Governance Committee, and
one or more other committees as it may deem advisable, each of which shall have
and may exercise the powers and authority of the Board of Directors to the
extent provided in the charters of each committee adopted by the Board of
Directors in one or more resolutions. The members of the committees, who shall
be at least two in number, shall act only as a committee and the individual
members shall have no power as such. Unless the Board of Directors elects a
committee chairman, each committee shall elect its own chairman, and have full
power and authority to make rules for the conduct of its business. The Board
shall have the power at any time to change the membership of committees, fill
vacancies, and to abolish committees.
(b) The members of each committee shall be elected by the Board of
Directors and shall serve until the first meeting of the Board of Directors
after the annual meeting of shareholders and until their successors are elected
and qualified or until the members' earlier resignation or removal. Vacancies
may be filled by the Board of Directors at any meeting. Except for the Audit,
Compensation and Nominating and Governance Committees, the Chairman
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of the Board 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 to serve for that committee meeting only.
(c ) The Chairman of the Board or Chief Executive Officer, the committee
chairman, or a majority of any committee may call a meeting of that committee,
except that only the Chairman of the Board or Chief Executive Officer or
chairman of the Executive Committee may call a meeting of the Executive
Committee. A quorum of any committee shall consist of a majority of its members
unless otherwise provided by resolution of the Board of Directors. The majority
vote of a quorum shall be required for the transaction of business. The
committee may also take action by unanimous written consent of all committee
members without a meeting. The secretary of the committee or the chairman of the
committee shall give notice of all meetings of the committee by mailing the
notice to the members of the committee at least three days before each meeting
or by telephoning the members not later than one day before the meeting. The
notice shall state the time, date and place of the meeting. Any notice or waiver
of notice shall also satisfy the requirements of Article VI, Section 2 below.
Each committee shall fix its other rules of procedure.
(d) No committee of the Board shall have the power or authority to:
(i) approve or recommend to shareholders actions or proposals required
by the Florida Business Corporation Act to be approved by shareholders;
(ii) fill vacancies on the Board of Directors or any committee
thereof;
(iii) adopt, amend or repeal the Bylaws;
(iv) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors; or
(v) 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.
SECTION 11. Executive Committee; Powers: During the intervals between
meetings of the board of directors, the executive committee shall have and may,
to the extent permitted under Florida Law, exercise all the powers of the board
of directors in the management of the business and affairs of the corporation,
including power to authorize the execution of any papers and to authorize the
seal of the corporation to be affixed to all papers which may require it, in
such manner as such committee shall deem best for the interests of the
corporation, in all cases in which specific directions shall not have been given
by the board of directors. A majority of the executive committee shall
constitute a quorum for the transaction of business, and the act of a majority
of those present at a meeting, at which a quorum is present, shall be the act of
the Executive Committee. The executive committee shall keep a record of its acts
and proceedings
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and make a report thereof from time to time to the Board of Directors. The
executive committee shall have such other duties and responsibilities and shall
operate in the manner set forth in the charter of the committee adopted by the
Board.
SECTION 12. Preferred Directors: Notwithstanding anything else contained
herein, whenever the holders of one or more classes or series of Preferred
Shares shall have the right, voting separately as a class or series, to elect
directors, the election, term of office, filing of vacancies, removal and other
features of such directorships shall be governed by the terms of the resolutions
applicable thereto adopted by the board of directors pursuant to the articles of
incorporation, and such directors so elected shall not be subject to the
provisions of sections 5, 7 and 8 of this Article II unless otherwise provided
therein.
ARTICLE III
OFFICERS
SECTION 1. Titles: The corporate and company officers to be elected by the
board of directors shall be a chairman of the board of directors and, at the
election of the board of directors, one or more persons to serve as a vice
chairman, and a president, who shall be directors, and one or more corporate or
company vice presidents, a secretary and one or more assistant secretaries, who
need not be directors. The board shall designate one of the corporate officers
to serve as chief executive officer.
SECTION 2. Chairman: The chairman of the board of directors shall preside
at all meetings of the board and all meetings of the shareholders, as well as
all meetings of the executive committee. The chairman, upon being designated the
chief executive officer, shall have supervisory authority over the policies of
the corporation as well as the management and control of the business and
affairs of the corporation. The chairman shall also exercise such other powers
as the board of directors may from time to time direct or which may be required
by law.
SECTION 3. Vice Chairman: The officer or officers serving as vice chairman
shall have such duties and responsibilities relating to the management of the
corporation as may be defined and designated by the chief executive officer or
the board of directors.
SECTION 4. President: The president shall have responsibility for the
management of the operating businesses of the corporation and shall do and
perform all acts incident to the office of president or which are authorized by
the chief executive officer, the board of directors or as may be required by
law.
SECTION 5. Vice President(s): Each corporate vice president shall have such
designations and such powers and shall perform such duties as may be assigned by
the board of directors or the chief executive officer. The board of directors
may designate one or more corporate vice presidents to be a senior executive
vice president, executive vice president, senior vice president or group vice
president.
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Each corporate vice president shall have such designations and such powers,
and shall perform such duties, as may be assigned by the board of directors, the
chief executive officer or by a corporate vice president.
SECTION 6. Secretary: The secretary shall:
(a) keep the minutes of meetings of shareholders, of the board of directors
and of the executive committee in books provided for the purpose;
(b) see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;
(c) be custodian of the records and have charge of the seal of the
corporation and see that it is affixed to all stock certificates prior to their
issuance and to all documents the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these bylaws;
(d) have charge of the stock books of the corporation and keep or cause to
be kept the stock and transfer books in such manner as to show at any time the
amount of the stock of the corporation issued and outstanding, the manner in
which and the time when such stock was paid for, the names, alphabetically
arranged, and the addresses of the holders of record thereof, the number of
shares held by each, and the time when each became such holder of record;
exhibit or cause to be exhibited at all reasonable times to any director, upon
application, the original or duplicate stock ledger;
(e) see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept, executed and filed; and
(f) in general, perform all duties incident to the office of secretary, and
such other duties as from time to time may be assigned by the board of
directors.
SECTION 7. Assistant Secretary: The board of directors may elect an
assistant secretary or more than one assistant secretary. At the request of the
secretary, or in the absence or disability of the secretary, an assistant
secretary may perform all the duties of the secretary, and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
secretary. Each assistant secretary shall have such other powers and shall
perform such other duties as may be assigned by the board of directors.
SECTION 8. Resignation and Removal of Officers: Any officer of the
corporation may resign at any time by giving written notice to the chairman of
the board or to the secretary. Such resignation shall take effect when the
notice is so delivered unless the notice specifies a later effective date, and
unless otherwise specified therein the acceptance of such resignation shall not
be necessary to make it effective.
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Any officer may be removed for cause at any time by a majority of the board
of directors and any officer may be removed summarily without cause by such
vote.
SECTION 9. Salaries: The salaries of officers shall be fixed from time to
time by the board of directors or the executive committee or other committee
appointed by the board. The board of directors or the executive committee of the
board may authorize and empower the chief executive officer, any vice chairman,
or any vice president of the corporation designated by the board of directors or
by the executive committee to fix the salaries of all officers of the
corporation who are not directors of the corporation. No officer shall be
prevented from receiving a salary by reason of the fact that such officer is
also a director of the corporation.
ARTICLE IV
CAPITAL STOCK
SECTION 1. Issue of Stock With or Without Certificates: The board of
directors may authorize the issue of some or all of the shares of any or all of
its classes or series without certificates. Certificates for those shares of the
capital stock of the corporation that are represented by certificates shall be
in such forms as shall be approved by the board of directors. Each holder of
shares represented by certificates shall be entitled to have the certificate for
such shares issued under the seal of the corporation, signed by the chairman, a
vice chairman or a vice president and also by the secretary or an assistant
secretary; provided, that where a certificate is countersigned by a transfer
agent, other than the corporation or its employee, or by a registrar, other than
the corporation or its employee, the corporate seal and any other signature on
such certificate may be a facsimile, engraved, stamped or printed. In case any
officer, transfer agent or registrar of the corporation who shall have signed,
or whose facsimile signature shall have been used on any such certificate, shall
cease to be such officer, transfer agent or registrar, whether because of death,
resignation, or otherwise, before such certificate shall have been delivered by
the corporation, such certificate shall nevertheless be deemed to have been
adopted by the corporation and may be issued and delivered as thought the person
who signed such certificate or whose facsimile signature shall have been used
thereon had not ceased to be such officer, transfer agent or registrar.
SECTION 2. Transfer of Shares: The shares of the corporation shall be
transferable upon its books by the holders thereof in person or by their duly
authorized attorneys or legal representatives, and upon such transfer of any
shares represented by certificates, the old certificates for such shares shall
be surrendered to the corporation by the delivery thereof of the person in
charge of the shares and transfer books and ledgers, or to such other person as
the board of directors may designate, by whom they shall be canceled, and new
certificates (or an appropriate entry in respect of shares without certificates)
shall thereupon be issued for the shares so transferred to the person entitled
thereto. A record shall be made of each transfer and whenever a transfer shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.
SECTION 3. Lost Certificates: Any person claiming a certificate
representing shares to be lost or destroyed shall make an affidavit or
affirmation of that fact, and if requested
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to do so by the board of directors or the secretary of the corporation shall
advertise such fact in such manner as the board of directors or the secretary
may require, and shall give to the corporation, its transfer agent and
registrar, if any, a bond of indemnity in such sum as the board of directors or
secretary may direct, but not less than double the value of the shares
represented by such certificate, in form satisfactory to the board of directors
and to the transfer agent and registrar of the corporation, if any, and with or
without sureties as the board of directors or secretary with the approval of the
transfer agent and registrar, if any, may prescribe; whereupon the chairman, a
vice chairman or a vice president and the secretary or an assistant secretary
may cause to be issued a new certificate of the same tenor (or cause an
appropriate entry to be made in respect of shares without certificates) and for
the same number of shares as the one alleged to have been lost or destroyed.
SECTION 4. Rules as to Issue of Shares: The board of directors shall make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of shares of the corporation. It may appoint one or
more transfer agents and/or registrars of transfer, and may require all to bear
the signature of either or both. Each and every person accepting shares from the
corporation therein shall furnish the corporation with a written statement of
the residence or post office address of that person, and in the event of
changing such residence shall advise the corporation of such new address.
SECTION 5. Holder of Record Deemed Holder in Fact: The board of directors
shall be entitled to treat the holder of record of any share or shares as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as expressly provided by law.
SECTION 6. Closing of Transfer Books or Fixing Record Date: The board of
directors shall have the power to close the share transfer books of the
corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of shareholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, that in lieu of closing the share
transfer books as aforesaid, the board of directors may fix in advance a date,
not exceeding sixty (60) days preceding the date of any meeting of shareholders
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or the
exercise the rights in respect of any such change, conversion or exchange of
capital stock, and in such case only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any such record date fixed as aforesaid.
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ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Contracts, Etc.; How Executed: The board of directors or such
officer or person to whom such power shall be delegated by the board of
directors by resolution, except as in these bylaws otherwise provided, may
authorize any officer or officers, agent or agents, either by name or by
designation of their respective offices, positions or class, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances; and, unless so authorized, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement, or
to pledge its credit or to render it liable pecuniarily for any purpose or in
any amount.
SECTION 2. Loans: No loans shall be contracted on behalf of the corporation
and no negotiable paper shall be issued in its name, unless and except as
authorized by the vote of the board of directors or by such officer or person to
whom such power shall be delegated by the board of directors by resolution or by
these bylaws. When so authorized by the board of directors or by such officer or
person to whom such power shall be delegated by its board of directors by
resolution or by these bylaws, any officer or agent of the corporation may
obtain loans and advances at any time for the corporation from any bank, banking
firm, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the corporation,
and, when authorized as aforesaid to give security for the payment of any loan,
advance, indebtedness or liability of the corporation, may pledge, hypothecate
or transfer any and all stocks, securities and other personal property at any
time held by the corporation, and to that end endorse, assign and deliver the
same, but only to the extent and in the manner authorized by the board of
directors or by these bylaws. Such authority may be general or confined to
specific instances.
SECTION 3. Deposits: All funds of the corporation shall be deposited from
time to time to the credit of the corporation with such banks, banking firms,
trust companies or other depositaries as the board of directors may select or as
may be selected by any officer or officers, agent or agents of the corporation
to whom such power may be delegated from time to time by the board of directors
or by these bylaws.
SECTION 4. Checks, Drafts, Etc.: All checks, drafts or other orders for the
payment of money, notes, acceptances or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall be determined
from time to time by resolution of the board of directors or by such officer or
person to whom such power of determination shall be delegated by the board of
directors by resolution or by these bylaws. Endorsements for deposit to the
credit of the corporation in any of its authorized depositaries may be made,
without any countersignature, by the chairman of the board, a vice chairman or
any vice president or by any other officer or agent of the corporation appointed
by any officer of the corporation to whom the board of directors, by
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resolution, shall have delegated such power of appointment, or by hand-stamped
impression in the name of the corporation.
SECTION 5. Transaction of Business: The corporation, or any division or
department into which any of the business or operations of the corporation may
have been divided, may transact business and execute contracts under its own
corporate name, its division or department name, a trademark or a trade name.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1.
(a) Fiscal Year: The fiscal year of the corporation shall end with the last
Sunday of May of each year.
(b) Staff and Divisional Titles: The chief executive officer may appoint,
at such officer's discretion, such persons to hold the title of staff vice
president, divisional president or divisional vice president or other similar
designation. Such persons shall not be officers of the corporation and shall
retain such title at the sole discretion of the chief executive officer who may
from time to time make or revoke such designation.
SECTION 2. Notice and Waiver of Notice: Whenever any notice is required by
these bylaws to be given, personal notice to the person is not meant unless
expressly so stated; and any notice so required shall be deemed to be sufficient
if given by depositing the same in a post office or post box in a sealed
postpaid wrapper, addressed to the person entitled thereto at the post office
address as shown on the transfer books of the corporation, in case of a
shareholder, and at the last known post office address in case of an officer or
director who is not a shareholder; and such notice shall be deemed to have been
given on the day of such deposit. In the case of notice by private express
carrier, telex, facsimile or similar means, notice shall be deemed to be
sufficient if transmitted or sent to the person entitled to notice or to any
person at the residence or usual place of business of the person entitled to
notice who it is reasonably believed will convey such notice to the person
entitled thereto; and notice shall be deemed to have been given at the time of
receipt at such residence or place of business. Any notice required by these
bylaws may be given to the person entitled thereto personally and attendance of
a person at a meeting shall constitute a waiver of notice of such meeting.
Whenever notice is required to be given under these bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.
SECTION 3. Inspection of Books: The board of directors shall determine from
time to time whether and, if allowed, when and under what conditions and
regulations the accounts, records and books of the corporation (except such as
may, by statute, be specifically open to inspection), or any of them, shall be
open to the inspection of the shareholders, and the shareholders' rights in this
respect are and shall be restricted and limited accordingly.
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SECTION 4. Construction: All references herein in the plural shall be
construed to include the singular and in the singular shall be construed to
include the plural, if the context so requires.
SECTION 5. Adjournment of Meetings: If less than a quorum shall be present
at any meeting of the board of directors of the corporation, or of the executive
committee of the board, or other committee, the meeting may be adjourned from
time to time by a majority vote of members present, without any notice other
than by announcement at the meeting, until a quorum shall attend. Any meeting at
which a quorum is present may also be adjourned in like manner, for such time or
upon such call, as may be determined by vote. At any such adjourned meeting at
which a quorum may be present, any business may be transacted which might have
been transacted at the meeting originally held if a quorum had been present
thereat.
SECTION 6. Indemnification:
(a) Each person (and the heirs, executors or administrators of such person)
who was or is a party or is threatened to be made a party to, or is involved in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, whether formal or informal and
whether or not such action, suit or proceeding is brought by or in the right of
the corporation, by reason of the fact that such person 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, shall be
indemnified and held harmless by the corporation to the fullest extent permitted
by Florida Law. The right to indemnification conferred in this Section shall
also include the right to be paid by the corporation the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extend permitted by Florida Law. The right to indemnification conferred
in this Section shall be a contract right.
(b) The corporation may, by action of its Board of Directors, provide
indemnification to such of the directors, officers, employees and agents of the
corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and permitted by Florida Law.
(c) The corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify him against such liability under Florida Law.
(d) The rights and authority conferred in this Section shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.
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(e) Neither the amendment nor repeal of this Section, nor the adoption of
any provision of the Articles of Incorporation or the bylaws of the corporation,
nor, to the fullest extent permitted by Florida Law, any modification of law,
shall eliminate or reduce the effect of this Section in respect of any acts or
omissions occurring prior to such amendment, repeal, adoption or modification.
SECTION 7. Resolution of Board of Directors Providing for Issuance of
Preferred Shares: For purposes of these bylaws, the articles of incorporation
shall be deemed to include any articles of amendment filed and recorded in
accordance with section 607.0602(4) of the Florida Law which, in accordance with
that section, sets forth the resolution or resolutions adopted by the board of
directors providing for the issuance of Preferred Shares or any series thereof.
ARTICLE VII
AMENDMENTS
SECTION 1. Amendment of Bylaws: All bylaws of the corporation shall be
subject to adoption, alteration, amendment or repeal as provided in, and subject
to the provisions of, the articles of incorporation.
Adopted March 29, 1995
Amended July 21, 2003
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