EXHIBIT 3.5
BY-LAWS OF
CAPITOL RESORTS OF FLORIDA, INC.
ARTICLE I-OFFICES
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The principal office of the corporation shall be established and
maintained at 1200 North Ocean Blvd., Pompano Beach, FL 33062 in the City of
Pompano Beach, County of Broward, State of Florida. The corporation may also
have offices as such places within or without the State of Florida as the board
may from time to time establish.
ARTICLE II - STOCKHOLDERS
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1. PLACE OF MEETING
Meetings of stockholders shall be held at the principal office of the
corporation or at such place within or without the State of Florida as the board
shall authorize.
2. ANNUAL MEETING
The annual meeting of stockholders shall be held on the 1st day of July,
at 10:00 a.m. in each year; however, if such day falls on a Sunday or a legal
holiday, then on the next business day following at the same time, the
stockholders shall elect a board of directors and transact such other business
as may properly come before the meeting.
3. SPECIAL MEETINGS
Special meetings of the stockholders may be called by the board or by
the president or at the written request of stockholders owning a majority of the
stock entitled to vote at such meeting. A meeting requested by stockholders
shall be called for a date not less than ten nor more than sixty days after the
request is made. The secretary shall issue the call for the meeting unless the
president, the board or the stockholders shall designate another to make said
call.
4. NOTICE OF MEETINGS
Written notice of each meeting of stockholders shall state the purpose
of the meeting and the time and place of the meeting. Notice shall be mailed to
each stockholder having the right and entitled to vote at such meetings at his
last address as it appears on the records of the corporation, not less than ten
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nor more than sixty days before the date set for such meeting. Such notice shall
be sufficient for the meeting and any adjournment thereof. If any stockholder
shall transfer his stock after notice, it shall not be necessary to notify the
transferee. Any stockholder may waive notice of any meeting either before,
during or after the meeting.
5. RECORD DATE
The board may fix a record date not more than forty days prior to the date
set for a meeting of stockholders as the date as of which the stockholders of
record who have the right to an are entitled to notice of and to vote at such
meeting and any adjournment thereof shall be determined. Notice that such date
has been fixed shall be published in the city, town or county where the
principal office of the corporation is located and in each city or town where a
transfer agent of the stock of the corporation is located.
6. VOTING
Every stockholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share of voting stock recorded in
his name on the books of the corporation on the record date as fixed by the
board and if no record date was fixed on the date of the meeting, on the date of
the meeting. The books of records of stockholders shall be produced at the
meeting upon the request of any stockholder. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before the meeting, shall
be by ballot. All elections for directors shall be decided by plurality vote;
all other questions shall be decided by majority vote.
7. QUORUM
The presence, in person or by proxy, of stockholders holding a majority of
the stock of the corporation entitled to vote shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
8. PROXIES
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At any stockholders meetings or any adjournment thereof, any stockholder or
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
three years from the date of the instrument unless the instrument provides for a
longer period. In the event that any such instrument provides for two or more
persons to act as proxies, a majority of such persons present at the meeting, or
if only one be present, that one, shall have all the powers conferred by the
instrument upon all the persons so designated unless the instrument shall
otherwise provide.
ARTICLE III - DIRECTORS
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1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its corporate powers
exercised by a board of two (2) directors, of whom shall be of full age. It
shall not be necessary for directors to be stockholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of stockholders and each
director elected shall hold office until his successor has been elected and
qualified, or until his prior resignation or removal.
3. VACANCIES
If the office of any director, member of a committee or other office becomes
vacant the remaining directors in office, by a majority vote, may appoint any
qualified person to fill such vacancy, who shall hold office for the unexpired
term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of directors may be removed with or without cause by vote of a
majority of all the stock outstanding and entitled to vote at a special meeting
of stockholders called for the purpose.
5. NEWLY CREATED DIRECTORSHIPS
The number of directors may be increased by amendment of these By-Laws by the
affirmative vote of a majority of the directors, though less than a quorum, or,
by the affirmative vote of a majority in interest of the stockholders, at the
annual meeting or at a special meeting called for that
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purpose, and by like vote the additional directors may be chosen at such meeting
to hold office until the next annual election and until their successors are
elected and qualify.
6. RESIGNATION
A director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
7. QUORUM OF DIRECTORS
A majority of the directors shall constitute a quorum for the transaction of
business. If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained and no further notice thereof need be give other than
by announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meetings at the office of the corporation or at such
other places either within or without the State of Florida as it may from time
to time determine.
9. REGULAR ANNUAL MEETING
A regular annual meeting of the board shall be held immediately following
the annual meeting of stockholders at the place of such annual meeting of
stockholders.
10. NOTICE OF MEETINGS OF THE BOARD
Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days' notice to each director either personally or by mail or by
wire; special meeting shall be called by the president or by the secretary in a
like manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a Waiver of Notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.
11. EXECUTIVE AND OTHER COMMITTEES
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The board, by resolution, may designate two or more of their number to one
or more committees, which, to the extent provided in said resolution or these
By-Laws may exercise the powers of the board in the management of the business
of the corporation.
12. COMPENSATION
No compensation shall be paid to directors, as such, for their services, but
by resolution of the board a fixed sum and expenses for actual attendance, at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
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1. OFFICERS, ELECTION AND TERM
a) The board may elect or appoint a chairman, a president, one or more
vice-presidents, a secretary, an assistant secretary, a treasurer and an
assistant treasurer and such other officers as it may determine who shall have
duties and powers as hereinafter provided.
b) All officers shall be elected or appointed to hold office until the
meeting of the board following the next annual meeting of stockholders and
until their successors have been elected or appointed and qualified.
c) Any two or more offices may be held by the same person.
d) The salaries of all officers shall be fixed by the board.
e) The directors may require any officer to give security for the faithful
performance of his duties.
3. CHAIRMAN
The chairman of the board, if one be elected, shall preside at all meetings
of the board and he shall have and perform such other duties as from time to
time may be assigned to him by the board or the executive committee.
4. PRESIDENT
The president shall be the chief executive officer of the corporation and
shall have the general powers and duties of supervision and management
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usually vested in the office of president of a corporation. He shall preside
at all meetings of the stockholders if present thereat, and in the absence or
non-election of the chairman of the board, at all meetings of the board, and
shall have general supervision direction and control of the business of the
corporation. Except as the board shall authorize the execution thereof in some
other manner, he shall execute bonds, mortgages and other contracts in behalf of
the corporation and shall cause the seal to be affixed to any instrument
requiring it and when so affixed, the seal shall be attested by the signature of
the secretary of the treasurer or an assistant secretary or an assistant
treasurer.
5. VICE-PRESIDENTS
During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.
6. SECRETARY
The secretary shall attend all meetings of the board and of the
stockholders, record all votes and minutes of all proceedings in a book to be
kept for that purpose, give or cause to be given notice of all meetings of
stockholders and of special meetings of the board, keep in safe custody the seal
of the corporation and affix it to any instrument when authorized by the board,
when required, prepare, cause to be prepared and available at each meeting of
stockholders a certified list in alphabetical order of the names of stockholders
entitled to vote thereat, indicating the number of shares of each respective
class held by each, keep all the documents and records of the corporation as
required by law or otherwise in a proper and safe manner, and perform such other
duties as may be prescribed by the board or assigned to him by the president.
7. ASSISTANT-SECRETARIES
During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.
8. TREASURER
The treasurer shall have the custody of the corporate funds and securities,
keep full and accurate accounts of receipts and disbursements in the corporate
books, deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the
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board, disburse the funds of the corporation as may be ordered or authorized by
the board and preserve proper vouchers for such disbursements, render to the
president and board at the regular meetings of the board, or whenever they
require it, an account of all his transactions as treasurer and of the
financial condition of the corporation, render a full financial report at the
annual meeting of the stockholders if so requested, be furnished by all
corporate officers and agents at his request with such reports and statements as
he may require as to all financial transactions of the corporation, and perform
such other duties as are given to him by these By-Laws or as from time to time
are assigned to him by the board or the president.
9. ASSISTANT-TREASURERS
During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.
10. SURETIES AND BONDS
In case the board shall so required, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.
ARTICLE V - CERTIFICATE FOR SHARES
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1. CERTIFICATES
The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president and the secretary and shall bear the corporate seal.
When such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the corporation and a
registrar, the signatures of such officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES
The board may direct a new certificate or certificates to be issued in place
of any certificates theretofore issued by the corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board may, in this discretion and as a
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condition precedent to the issuance thereof require the owner of such lost or
destroyed certificate of certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the corporation a bond
in such sum and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
3. TRANSFERS OF SHARES
Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office. Whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer. No transfer shall be made within ten
days next preceding the annual meeting of the stockholders.
4. CLOSING TRANSFER BOOKS
The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (a) any stockholder's meeting, or (b) any date upon which
stockholders shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or any other form
of distribution, and only those stockholders of records at the time the transfer
books are closed, shall be recognized as such for the purpose of (a) receiving
notice of or voting at such meeting or (b) allowing them to take appropriate
action, or (c) entitling them to receive an dividend or other form of
distribution.
ARTICLE VI - DIVIDENDS
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The board may out of fund legally available, at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and when
it deems expedient. Before declaring any dividend there may be set apart out of
any funds of the corporation available for dividends, such sum or sums as the
board from time to time in their discretion deem proper for working capital or
as a reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the board shall deem conducive to the interest of the
corporation.
ARTICLE VII - CORPORATE SEAL
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The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "CORPORATE
SEAL, FLORIDA". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
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All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.
All checks, drafts or other orders for the payment of money, notes 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.
ARTICLE X - NOTICE AND WAIVER OF NOTICE
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Whenever any notice is required by these By-Laws to be given, personal
notice 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 box
in a sealed post-paid wrapper, addressed to the person entitled thereto at his
last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not
be entitled to receive notice of any meetings except as otherwise provided by
Statute.
Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Articles of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein shall be deemed equivalent thereto.
ARTICLE XI - CONSTRUCTION
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Whenever a conflict arises between the language of these By-Laws and the
Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE XII - CLOSE CORPORATION
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Any action of the stockholders, directors or committee may be taken
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on such action at a
meeting and filed with the secretary of the corporation as part of the
proceedings of the stockholders, directors or committees as the case may be.
ARTICLE XIII - AMENDMENTS
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These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made contained in the notice of such
special meeting, by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the board at any regular meeting of the board or at any special
meeting of the board if notice of the proposed alteration or repeal to be made
be contained in the notice of such special meeting.
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