1
Exhibit 3.94
BY-LAWS
OF
WCI CAPITAL CORPORATION
* * * * *
ARTICLE I. OFFICES OF THE CORPORATION
The corporation may have offices in such places within and without the
State of Florida as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II. MEETINGS OF SHAREHOLDERS
1. Place of Meetings. Annual meetings of shareholders may be held at
such place either within or without the State of Florida as shall be designated
from time to time by the Board of Directors.
2. Time and Business of Annual Meetings. Annual meetings of
shareholders, at which the shareholders by a majority vote shall elect
directors as provided in Section 1 of Article III hereof and shall transact
such other business as may properly be brought before the meeting, shall be
held at such date and time as shall be designated from time to time by the
Board of Directors.
3. Calling of Special Meetings. Special meetings of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the Board of Directors, the chairman
of the board, the president, or the holders of not less than one-half of the
shares entitled to vote at the meeting.
4. Quorum. The holders of a majority of the voting power of the shares
issued and outstanding and entitled to vote, present in person or represented
by proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business.
5. Voting; Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each Common Share
of the Corporation held of record by such shareholder on the record date. When a
quorum is present at any meeting, a majority of the votes cast by those present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
Florida Statutes, a greater vote is required, in which case such express
provision shall govern and control the decision of such question.
6. Action Without a Meeting. Any action to be taken at any meeting of
shareholders of the corporation may be taken without a meeting, without prior
notice and without
1
2
a vote, if a consent in writing, setting forth the action to be taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE III. DIRECTORS
----------------------
1. NUMBER OF DIRECTORS; TERMS. Unless otherwise provided in the Articles
of Incorporation, the number of directors of the corporation shall be not less
than two (2) nor more than seven (7). Each director shall be elected by the
shareholders entitled to vote in the election of directors to hold office until
the next annual meeting of shareholders for the election of directors and until
his successor is duly elected and qualifies for until he sooner dies, resigns
or is removed.
2. VACANCIES. A vacancy or vacancies in the board of directors shall be
deemed to exist in case of a death, resignation or removal of any director, or
if the shareholders fail at any annual or special meeting of shareholders at
which any director or directors is to be elected to elect the full authorized
number of directors to be voted for at that meeting, or if there are newly
created directorships resulting from any increase in the authorized number of
directors.
Vacancies in the board of directors may be filled by a majority of the
directors then in office (though less than a quorum) or by sole remaining
director and any director so chosen shall hold office only to the next annual
meeting of shareholders for the election of directors. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.
3. RESIGNATION OF DIRECTORS. Any director may resign at any time by
giving written notice to the board of directors, president or secretary of the
corporation, to take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make it effective.
4. DUTIES OF BOARD. The business of the corporation shall be managed
under the director of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the articles of incorporation or by the by-laws director or required to
be exercised or done by the shareholders. The board of directors shall cause
the officers of the corporation to keep appropriate records of the proceedings
of shareholders and directors.
5. ANNUAL MEETINGS. Immediately following each annual meeting of the
shareholders, or at such other time as shall be fixed by the board of
directors, the board of directors shall hold a meeting for the purpose of
organization, election of officers, and the transaction of such other business
as they deem necessary.
6. REGULAR MEETINGS. Regular meetings of the board of directors may be
held at such time and place as shall from time to time be determined by the
board of directors and, if so determined, notices thereof need not be given.
7. SPECIAL MEETINGS. Special meetings of the Board of directors may be
called by the chairman of the board, or the president on reasonable notice,
personal or written, to each
2
3
director; special meetings shall be called by the president or secretary on
like notice on written request of two directors. Notices of special meetings
shall state the place, date and hour of the meeting, but need not state the
purpose for which the meeting is called.
8. QUORUM; ACTION. A majority of the number of directors shall
constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the board of directors, except as may be otherwise specifically provided
by statute or by the articles of incorporation. If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
9. ACTION OF DIRECTORS WITHOUT A MEETING. Unless otherwise restricted by
the Articles of Incorporation, or the By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if a consent in writing setting forth
the action to be taken and signed by all members of the Board of Directors or
committee, as the case may be, is filed with the minutes of proceedings of the
Board of Directors or committee, as the case may be.
10. MEETING OUTSIDE OF STATE. The Board of Directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Florida.
11. TELEPHONE MEETINGS. Unless otherwise restricted by the Articles of
Incorporation, members of the Board of Directors or any committee thereof, may
participate in a meeting of the Board of Directors or any committee thereof by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can simultaneously hear each
other, and participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
12. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
Florida Business Corporation Act or the Articles of Incorporation, the entire
Board of Directors or one or more directors may be removed from office, with or
without cause, only by the affirmative vote of the holders of two-thirds of the
shares entitled to vote in the election of directors.
13. COMPENSATION. Directors who are active, salaried employees of the
corporation shall not receive a stated salary as directors. However, directors
who are not active, salaried employees of the corporation may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors and/or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV. NOTICES
1. NOTICES TO DIRECTORS AND SHAREHOLDERS. Whenever, under the provisions
of any statute or of the Articles of Incorporation or the By-Laws, notice is
required to be given to any director or shareholders, such notice shall be
given in person or in writing and personally delivered or sent by first class
mail, in which case such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail, or by some form of
electronic
3
4
transmission, in which case such notice shall be deemed to be given at the time
when the recipient of such transmission acknowledges its receipt.
2. WAIVER OF NOTICE. Whenever any notice is required to be given under
the provisions of any statute or of the Articles of Incorporation 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. Attendance of any such person at a meeting shall
constitute a waiver of notice of such meeting, except when such person objects,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
ARTICLE V. OFFICERS
1. OFFICERS. The officers of the corporation shall be chosen by the Board
of Directors and shall include a president, a secretary and a treasurer. The
Board of Directors may elect or appoint such other officers, one or more vice
presidents, assistant secretaries, assistant treasurers, and agents, as it
shall deem necessary, each of whom shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors and
as are incident to his office. Any two or more offices may be held by the same
person.
2. COMPENSATION. The salaries of all officers and agents of the
corporation, if any, shall be fixed by the Board of Directors.
3. TERM; VACANCIES. Each officer of the corporation shall hold office
until the next annual meeting of the Board of Directors and until his successor
is chosen and qualifies or until his earlier resignation or removal. Any
vacancy occurring in any office of the corporation shall be filled by the Board
of Directors.
4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by the Board of Directors at any regular or special meeting, or,
if a subordinate officer, by an officer upon whom the power of appointment and
removal of subordinate officers has been conferred by the Board of Directors.
Any officer may resign at any time by giving notice to the Board of Directors or
to the president or to the secretary of the corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.
5. PRESIDENT. Subject to the control of the Board of Directors, and to
such powers, if any, as may be given by the Board of Directors to the chairman
of the board, the president shall have general supervision, direction and
control of the business of the corporation and its employees and shall exercise
such general powers of management as are usually vested in the office of the
president of a corporation. The president shall, in the absence of the chairman
of the board, preside, if present, at all meetings of the board of directors
and shareholders, shall be the chief executive officer of the corporation and
shall have such other powers and duties as may from time to time be assigned to
him by the board of directors or prescribed by the by-laws, and, subject
thereto, the powers and duties customary to such office.
6. VICE PRESIDENT. In the absence or disability of the president, the
vice president, if there shall be such an officer, or, if there be more than
one, the vice presidents in the order
4
5
determined by the president or by the board of directors (or, if there be no
such determination, then in the order of their election or appointment), shall
perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. A vice
president (including any executive or senior vice president) shall have such
other powers and perform such other duties as from time to time may be assigned
to him by the board of directors, and, subject thereto, the powers and duties
customary to his office.
7. Secretary. The secretary shall keep or cause to be kept, at the
principal office of the corporation or such other place as the board of
directors may order, a book of minutes of all meetings of directors and of the
shareholders. The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required by the
by-laws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be assigned to him by the Board of Directors or prescribed by the By-Laws,
and, subject thereof, the powers and duties customary to such office.
8. Assistant Secretary. The assistant secretary, if there shall be such
an officer or, if there be more than one, the assistant secretaries in the order
determined by the president (or, if there be no such determination, then in the
order of their election or appointment), shall, in the absence of the secretary
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time assign to
him and, subject thereto, the customary powers and duties of such office.
9. Treasurer. The treasurer shall be responsible for receiving and
disbursing all funds, negotiable instruments, securities and other similar
assets of the corporation, in accordance with established procedures and under
proper authorization, and for safeguarding all assets of the corporation and
shall have such other powers and duties as may from time to time be assigned to
him by the board of directors and, subject thereto, the powers and duties
customary to such office.
ARTICLE VI. SHARE CERTIFICATES
1. Certificate. Every holder of shares in the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
chairman, president or vice president and the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.
2. Lost Certificates. The corporation may issue a new certificate or
certificates in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the share certificate to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
5
6
ARTICLE VII. INDEMNIFICATION
This corporation shall indemnify each officer and director, including
former officers and directors, to the full extent permitted by law.
ARTICLE VIII. GENERAL PROVISIONS
1. DIVIDENDS. Dividends upon the capital shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors pursuant to law at any regular or special
meeting. Dividends may be paid in cash, in property, or in capital shares,
subject to the provisions of the Articles of Incorporation and Florida law.
Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves
for any proper purpose which the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
2. FISCAL YEAR. The fiscal year of the corporation shall be established
by resolution of the Board of Directors from time to time.
3. SEAL. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
4. BONDS. The Board of Directors from time to time may require from any
one of more of the officers or agents of the corporation that he or they shall
give bond for the faithful performance of duties in such form, in such sum and
with such sureties as said board may determine. The premiums for all such bonds
shall be paid by the corporation.
5. VOTING SHARES OF OTHER CORPORATIONS. Whenever the corporation shall
own shares of another corporation, the chairman, the president, a vice
president, the treasurer or the secretary, acting either in person or by proxy,
may exercise in the name and on behalf of the corporation all voting and
subscription rights thereof, but the Board of Directors may delegate such
authority exclusively to any one or more other persons.
6. EXECUTION OF WRITINGS. The Board of Directors may authorize any
director, officer, employee, agent, or attorney to execute and deliver in the
name and on behalf of the corporation, any deed, transfer, easement, note,
mortgage, bond, check, draft, contract or any other instrument, and such
authority may be general or confined to specific instances. Unless so
authorized by the Board of Directors, no director, officer, employee, agent, or
attorney shall have any power or authority to bind the corporation, to pledge
its credit or its assets for any purpose or amount, or to execute any document
or instrument whatsoever.
7. EXECUTION OF CERTIFICATES. Any action taken by the shareholders or
the Board of Directors at any meeting may be certified by the officer whose
duty it is to keep records thereof or by the officer or person presiding
thereat; and any such certificate shall be conclusive evidence for all purposes
that the action so certified was taken.
6
7
8. Articles of Incorporation; By-Laws. The term "articles of
incorporation" as used herein shall mean the original articles of incorporation
of the corporation and any and all amendments, additions, and supplements
thereto adopted by accordance with applicable law. The term "by-laws" as used
herein shall mean the original by-laws of the corporation and any and all
amendments, additions and supplements thereto adopted in accordance with
applicable law.
9. Amendment by Shareholders and Directors. The By-Laws of the
corporation may be made, amended or repealed only by the affirmative vote of a
majority of the whole Board of Directors or by the affirmative vote of the
holders of all of the capital shares of this corporation.
7