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EXHIBIT 3.24
* * * * * *
AMENDED AND RESTATED
BY-LAWS
(As of February 15, 1989)
OF
DRS. SHEER, AHEARN & ASSOCIATES,
PROFESSIONAL ASSOCIATION
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AMENDED AND RESTATED BY-LAWS
(As of February 15, 1989)
OF
DRS. SHEER, AHEARN & ASSOCIATES,
PROFESSIONAL ASSOCIATION
PAGE
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ARTICLE I Offices...........................................................
Section 1. PRINCIPAL OFFICE.................................................
Section 2. OTHER OFFICES....................................................
ARTICLE II Stockholders......................................................
Section 1. ANNUAL MEETING...................................................
Section 2. SPECIAL MEETINGS.................................................
Section 3. PLACE OF MEETING.................................................
Section 4. NOTICE OF MEETING................................................
Section 5. WAIVER OF CALL AND NOTICE OF MEETING.............................
Section 6. QUORUM...........................................................
Section 7. VOTING LISTS.....................................................
Section 8. VOTING OF SHARES.................................................
Section 9. PROXIES..........................................................
Section 10. INFORMAL ACTION BY STOCKHOLDERS..................................
Section 11. INSPECTORS.......................................................
Section 12. DISQUALIFICATION.................................................
ARTICLE III Board of Directors................................................
Section 1. GENERAL POWERS...................................................
Section 2. NUMBER, TENURE AND QUALIFICATIONS................................
Section 3. ANNUAL MEETING...................................................
Section 4. REGULAR MEETINGS.................................................
Section 5. SPECIAL MEETINGS.................................................
Section 6. NOTICE...........................................................
Section 7. QUORUM...........................................................
Section 8. MANNER OF ACTING.................................................
Section 9. REMOVAL..........................................................
Section 10. VACANCIES........................................................
Section 11. COMPENSATION.....................................................
Section 12. PRESUMPTION OF ASSENT............................................
Section 13. INFORMAL ACTION BY BOARD.........................................
Section 14. MEETING BY TELEPHONE.............................................
Section 15. DISQUALIFICATION.................................................
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ARTICLE IV Officers..........................................................
Section 1. NUMBER AND QUALIFICATIONS........................................
Section 2. ELECTION AND TERM OF OFFICE......................................
Section 3. REMOVAL..........................................................
Section 4. VACANCIES........................................................
Section 5. DUTIES OF OFFICERS...............................................
Section 6. SALARIES.........................................................
Section 7. DELEGATION OF DUTIES.............................................
Section 8. DISASTER EMERGENCY POWERS OF ACTING OFFICERS.....................
Section 9. DISQUALIFICATION.................................................
ARTICLE V Executive and Other Committees....................................
Section 1. CREATION OF COMMITTEES...........................................
Section 2. EXECUTIVE COMMITTEE..............................................
Section 3. OTHER COMMITTEES.................................................
Section 4. REMOVAL OR DISSOLUTION...........................................
Section 5. VACANCIES ON COMMITTEES..........................................
Section 6. MEETINGS OF COMMITTEES...........................................
Section 7. ABSENCE OF COMMITTEE MEMBERS.....................................
Section 8. QUORUM OF COMMITTEES.............................................
Section 9. MANNER OF ACTING OF COMMITTEES...................................
Section 10. MINUTES OF COMMITTEES............................................
Section 11. COMPENSATION.....................................................
Section 12. INFORMAL ACTION..................................................
ARTICLE VI Indemnification of Directors and Officers.........................
Section 1. GENERAL..........................................................
Section 2. ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION......................................................
Section 3. HOW EFFECTED.....................................................
Section 5. NONEXCLUSIVITY...................................................
ARTICLE VII Interested Parties................................................
Section 1. GENERAL..........................................................
Section 2. DETERMINATION OF QUORUM..........................................
ARTICLE VIII Certificates of Stock.............................................
Section 1. CERTIFICATES FOR SHARES..........................................
Section 2. FACSIMILE SIGNATURE..............................................
Section 3. TRANSFER AGENTS AND REGISTRARS...................................
Section 5. LOST CERTIFICATES................................................
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ARTICLE IX Record Date.......................................................
ARTICLE X Dividends.........................................................
ARTICLE XI Fiscal Year.......................................................
ARTICLE XII Seal..............................................................
ARTICLE XIII Stock in Other Corporations.......................................
ARTICLE XIV Amendments........................................................
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AMENDED AND RESTATED
BY-LAWS
(As of February 15, 1989)
OF
DRS. SHEER, AHEARN & ASSOCIATES,
PROFESSIONAL ASSOCIATION
ARTICLE I
Offices
Section 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be in the City of Tampa, County of Hillsborough, and State of Florida.
Section 2. OTHER OFFICES. The corporation also may have offices at such
other places, both 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
Stockholders
Section 1. ANNUAL MEETING. The annual meeting of the stockholders
shall be held between January 1 and December 31, inclusive, in each year for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting, the exact date to be established by the Board of
Directors from time to time.
Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, may be called by the President, the Board of Directors
or stockholders holding at least ten (10) percent of the outstanding shares of
capital stock of the corporation entitled to vote thereat, and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors then in office. Any such call shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice thereof.
Section 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of the
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stockholders. A waiver of notice signed by all stockholders entitled to vote at
a meeting may designate any place, either within or without the State of
Florida, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of Florida.
Section 4. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which it is called shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by first-class mail, by or at the direction
of the President or the Secretary, to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at the
stockholder's address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5. WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of any
stockholders' meeting may be waived by any stockholder; and, notice of such
meeting shall not be required as to any stockholder who shall attend such
meeting in person or by proxy, except where the stockholder attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 6. QUORUM. Except as otherwise provided in these by-laws or in
the Articles of Incorporation, a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the stockholders; and, except as otherwise
provided in the Articles of Incorporation, the vote, in person or by proxy, of
the holders of a majority of the shares constituting such quorum shall be the
act of the stockholders of the corporation. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, not withstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 7. VOTING LISTS. At least ten (10) days prior to each meeting
of stockholders, the officer or agent having charge of the
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stock transfer books for shares of the corporation shall make a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
with the address and the number of shares held by each, which list shall be
subject to by any stockholder during normal business hours for at least ten (10)
days prior to the meeting. The list also shall be produced at the meeting and
shall be subject to inspection by any stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie evidence as to
who are the stockholders entitled to examine such list or the transfer books or
to vote at any meeting of the stockholders.
Section 8. VOTING OF SHARES. Each stockholder entitled to vote shall be
entitled at every meeting of the stockholders to one vote in person or by proxy
for each share of voting stock held by such stockholder. Such right to vote
shall be subject to the right of the Board of Directors to close the transfer
books or to fix a record date for voting stockholders as hereinafter provided.
Section 9. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy, executed in writing by the stock holder or by the stockholder's
duly authorized attorney-in-fact; but, no proxy shall be valid after eleven (11)
months from its date, unless the proxy provides for a longer period. Each proxy
shall be filed with the Secretary of the corporation before or at the time of
the meeting. In the event that a proxy shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one is present, that one, shall have all of the powers conferred by the proxy
upon all the persons so designated, unless the instrument shall provide
otherwise.
Section 10. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided
in the Articles of Incorporation, any action required to be taken at a meeting
of the stockholders, or any other action which may be taken at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by stockholders holding not less than
the minimum number of shares 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. If less than all stockholders so consent, then within ten (10) days
after any such action is authorized by written consent, the stockholders who did
not consent must be given written notice of the action thus taken.
Section 11. INSPECTORS. For each meeting of the stockholders, the Board
of Directors or the President may appoint two inspectors to supervise the
voting; and, if inspectors are so appointed, all
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questions respecting the qualification of any vote, the validity of any proxy,
and the acceptance or rejection of any vote shall be decided by such inspectors.
Before acting at any meeting, the inspectors shall take an oath to execute their
duties with strict impartiality and according to the best of their ability. If
any inspector shall fail to be present or shall decline to act, the President
shall appoint another inspector to act in his place. In case of a tie vote by
the inspectors on any question, the presiding officer shall decide the issue.
Section 12. DISQUALIFICATION. If any stockholder ceases to be an
employee of the corporation for any reason whatsoever other than the death of
such stockholder, or if any stockholder becomes legally disqualified to practice
medicine within the State of Florida, or is elected to a public office or
accepts employment that, pursuant to existing law, places restrictions or
limitations upon his continued rendering of such professional services, then
such stockholder shall no longer be qualified to serve as a stockholder of the
corporation.
ARTICLE III
Board of Directors
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by 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 law, the
Articles of Incorporation or these by-laws directed or required to be exercised
or done only by the stockholders.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than three (3) nor more than fifteen (15),
the exact number of directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the stockholders at any annual or
special meeting; provided, that the exact number shall be four (4) until
otherwise determined by resolution adopted by affirmative vote of a majority of
the stockholders. The Board of Directors shall be divided into three classes,
each class to consist of as nearly an equal number of directors as the then
total number of directors constituting the entire Board of Directors permits,
with the term of office of one class expiring each year. Unless and until
otherwise determined by resolution adopted by affirmative vote of a majority of
the stockholders, the first and third classes of directors shall consist of one
(1) member each, and the second class of directors shall consist of two (2)
members. At the
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meeting of the stockholders at which these Amended and Restated By laws are
adopted, or at the next following meeting of the stockholders in 1989, the
directors shall be elected as follows: (a) the director of the first class shall
be elected to hold office for a term expiring at the third succeeding annual
meeting of the stockholders and until such director's successor shall have been
duly elected and qualified, unless such director sooner dies, resigns or is
removed by the stockholders at any annual or special meeting; (b) each director
of the second class (two members) shall be elected to hold office for a term
expiring at the next succeeding annual meeting of the stockholders and until
such director's successor shall have been duly elected and qualified, unless any
such director sooner dies, resigns or is removed by the stockholders at any
annual or special meeting; and (c) the director of the third class shall be
elected to hold office for a term expiring at the second succeeding annual
meeting and until such director's successor shall have been duly elected and
qualified, unless such director sooner dies, resigns or is removed by the
stockholders at any annual or special meeting. Subject to the foregoing and
Section 10 of this Article III, at each annual meeting of the stockholders
thereafter, the successor to each director whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting of the stockholders and until such director's successor shall have been
duly elected and qualified, unless such director sooner dies, resigns or is
removed by the stockholders at any annual or special meeting. All directors
shall be stockholders and duly licensed or otherwise legally authorized to
practice medicine in the State of Florida.
Section 3. ANNUAL MEETING. After each annual meeting of stock holders,
the Board of Directors shall hold its annual meeting at the same place as and
immediately following such annual meeting of stockholders for the purpose of the
election of officers and the transaction of such other business as may come
before the meeting; and, if a majority of the directors are present at such
place and time, no prior notice of such meeting shall be required to be given to
the directors. The place and time of such meeting may be varied by written
consent of all the directors.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall be determined
from time to time by the Board of Directors.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if there is one, the President or
any two (2) directors. The person or persons
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authorized to call special meetings of the Board of Directors may fix the place
for holding any special meetings of the Board of Directors called by him, her or
them, as the case may be. If no such designation is made, the place of meeting
shall be the principal office of the corporation in the State of Florida.
Section 6. NOTICE. Written notice stating the place, day and hour of
the meeting shall be delivered at least three (3) days prior thereto to each
director, either personally, or by mail, telegram or cablegram to the director's
business address. If notice is given by mail, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
thereon prepaid. If notice is given by telegram or cablegram, such notice shall
be deemed to be delivered when the telegram or cablegram is delivered to the
issuing company. Any director may waive notice of any meeting, either before, at
or after such meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 7. QUORUM. A majority of the total number of directors as
determined from time to time shall constitute a quorum, but a smaller number may
adjourn from time to time, without further notice, until a quorum is secured.
Section 8. MANNER OF ACTING. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 9. REMOVAL. Any director may be removed by the stockholders at
any meeting of the stockholders called expressly for that purpose whenever in
the judgment of the stockholders the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person removed. This by-law shall not be subject to
change by the Board of Directors.
Section 10. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of such
director's predecessor in office. No decrease in the number of directors shall
shorten the term of any incumbent director.
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Section 11. COMPENSATION. By resolution of the Board of Directors, the
directors 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 or a stated salary as directors. No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 12. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless such director votes against such action or abstains from voting in
respect of such matter because of an asserted conflict of interest.
Section 13. INFORMAL ACTION BY BOARD. Any action required or permitted
to be taken by any provisions of law, the Articles of Incorporation or these
by-laws at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board or of such committee, as the case may be, and is filed in the
minutes of the proceedings of the Board or such committee, as the case may be.
Section 14. MEETING BY TELEPHONE. Directors or the members of any
committee thereof shall be deemed present at a meeting of the Board of Directors
or of any such committee, as the case may be, if the meeting is conducted using
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Section 15. DISQUALIFICATION. If any director becomes legally
disqualified to practice medicine within the State of Florida, or is elected to
a public office or accepts employment that, pursuant to existing law, places
restrictions or limitations upon his continued rendering of such professional
services, then such director shall no longer be qualified to serve as a director
of the corporation and he shall be deemed to have forthwith submitted his
resignation as a director of the corporation.
ARTICLE IV
Officers
Section 1. NUMBER AND QUALIFICATIONS. The officers of the corporation
shall consist of a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors.
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The Board of Directors also may elect a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries and Assistant Treasurers and such
other officers as the Board of Directors shall deem appropriate. Two or more
offices may be held by the same person. Each officer shall be duly licensed or
otherwise legally authorized to practice medicine within the State of Florida.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the Board of Directors at its annual meeting. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as is convenient. Each officer shall hold office
until such officer's successor shall have been duly elected and qualified,
unless such officer sooner dies, resigns or is removed by the Board of
Directors.
Section 3. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in its judgment,
the best interests of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. DUTIES OF OFFICERS. The Chairman of the Board of the
corporation, or the President if there shall not be a Chairman of the Board,
shall preside at all meetings of the Board of Directors and of the stockholders.
The President shall be the chief executive officer of the corporation. Subject
to the foregoing, the officers of the corporation shall have such powers and
duties as ordinarily pertain to their respective offices and such additional
powers and duties specifically conferred by law, the Articles of Incorporation
and these by-laws, or as may be assigned to them from time to time by the Board
of Directors.
Section 6. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that the officer is also a director of
the corporation.
Section 7. DELEGATION OF DUTIES. In the absence or disability of any
officer of the corporation, or for any other reason deemed sufficient by the
Board of Directors, the Board of Directors may
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delegate the powers or duties of such officer to any other officer or to any
other director for the time being.
Section 8. DISASTER EMERGENCY POWERS OF ACTING OFFICERS. If, as a
result of a nuclear disaster or a state of emergency, the President is unable to
perform the duties of the office of President and/or other officers are unable
to perform their duties, (a) the powers and duties of President shall be held
and performed by that officer of the corporation highest on the list of
successors (adopted by the Board of Directors for such purpose) who shall be
available and capable of holding and performing such powers and duties; and,
absent any such prior designation, by that Vice President who shall be available
and capable of holding and performing such powers and duties whose surname
commences with the earliest letter of the alphabet among all such Vice
Presidents; or, if no Vice President is available and capable of holding and
performing such powers and duties, then by the Secretary; or, if the Secretary
is likewise unavailable, by the Treasurer; (b) the officer so selected to hold
and perform such powers and duties shall serve as Acting President until the
President again becomes capable of holding and performing the powers and duties
of President, or until the Board of Directors shall have elected a new President
or designated another individual as Acting President; (c) such officer (or the
President, if such person is still serving) shall have the power, in addition to
all other powers granted to the President by law, the Articles of Incorporation,
these by-laws and the Board of Directors, to appoint acting officers to fill
vacancies that may have occurred, either permanently or temporarily, by reason
of such disaster or emergency, each of such acting appointees to serve in such
capacity until the officer for whom the acting appointee is acting is capable of
performing the duties of such office, or until the Board of Directors shall have
designated another individual to perform such duties or shall have elected or
appointed another person to fill such office; (d) each acting officer so
appointed shall be entitled to exercise all powers invested by law, the Articles
of Incorporation, these by-laws and the Board of Directors in the office in
which such person is serving; and (e) anyone transacting business with the
corporation may rely upon a certificate signed by any two officers of the
corporation that a specified individual has succeeded to the powers and duties
of the President or such other specified office. Any person, firm, corporation
or other entity to which such certificate has been delivered by such officers
may continue to rely upon it until notified of a change by means of a writing
signed by two officers of this corporation.
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Section 9. DISQUALIFICATION. If any officer becomes legally
disqualified to practice medicine within the State of Florida, or is elected to
a public office or accepts employment that, pursuant to existing law, places
restrictions or limitations upon his continued rendering of such professional
services, then such officer shall no longer be qualified to serve as an officer
of the corporation and he shall be deemed to have forthwith submitted his
resignation as an officer of the corporation.
ARTICLE V
Executive and Other Committees
Section 1. CREATION OF COMMITTEES. The Board of Directors may designate
an Executive Committee and one or more other committees, each to consist of two
(2) or more of the directors of the corporation.
Section 2. EXECUTIVE COMMITTEE. The Executive Committee, if there shall
be one, shall consult with and advise the officers of the corporation in the
management of its business, and shall have, and may exercise, except to the
extent otherwise provided in the resolution of the Board of Directors creating
such Executive Committee, such powers of the Board of Directors as can be
lawfully delegated by the Board.
Section 3. OTHER COMMITTEES. Such other committees, to the extent
provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as can be
lawfully delegated.
Section 4. REMOVAL OR DISSOLUTION. Any Committee of the Board of
Directors may be dissolved by the Board of Directors at any meeting; and, any
member of such committee may be removed by the Board of Directors whenever, in
its judgment, the best interests of the corporation will be served thereby, but,
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 5. VACANCIES ON COMMITTEES. Vacancies on any committee of the
Board of Directors shall be filled by the Board of Directors at any regular or
special meeting.
Section 6. MEETINGS OF COMMITTEES. Regular meetings of any committee of
the Board of Directors may be held without notice at such time and at such place
as shall from time to time be determined by such committee and special meetings
of any such committee may be called by any member thereof upon two (2) days
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notice to each of the other members of such committee, or on such shorter notice
as may be agreed to in writing by each of the other members of such committee,
given either personally or in the manner provided in Section 6 of Article III of
these by-laws (pertaining to notice for directors' meetings).
Section 7. ABSENCE OF COMMITTEE MEMBERS. The Board of Directors may
designate one or more directors as alternate members of any committee of the
Board of Directors, who may replace at any meeting of such committee, any member
not able to attend.
Section 8. QUORUM OF COMMITTEES. At all meetings of committees of the
Board of Directors, a majority of the committee's members then in office shall
constitute a quorum for the transaction of business.
Section 9. MANNER OF ACTING OF COMMITTEES. The acts of a majority of
the members of any committee of the Board of Directors present at any meeting at
which there is a quorum shall be the act of such committee.
Section 10. MINUTES OF COMMITTEES. Each committee of the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
Section 11. COMPENSATION. Members of any committee of the Board of
Directors may be paid compensation in accordance with the provisions of Section
11 of Article III of these by-laws (pertaining to compensation of directors).
Section 12. INFORMAL ACTION. Any committee of the Board of Directors
may take such informal action and hold such informal meetings as allowed by the
provisions of Sections 13 and 14 of Article III of these by-laws.
ARTICLE VI
Indemnification of Directors and Officers
Section 1. GENERAL. To the fullest extent permitted by law, the
corporation shall indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by, or in the right of, the corporation), by reason of the fact that
such person is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer
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of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, including any appeal thereof, if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in, or not opposed to, the best interests of the corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. In any
action, suit or proceeding, threatened, pending or completed, by or in the right
of the corporation, indemnification shall be made as provided in Section 1 of
this Article VI, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 3. HOW EFFECTED. Indemnification pursuant to Section 1 or
Section 2 of this Article VI, unless pursuant to a determination by a court,
shall be made by the corporation only as authorized in the specific case upon a
determination that the indemnification is proper in the circumstances because
the indemnified person has met the applicable standard of conduct set forth in
Section 1 or Section 2 hereof. Such determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding to which the indemnification relates
or by the stockholders by a majority vote of a quorum consisting of stockholders
who were not parties to the action, suit or proceeding to which the
indemnification relates. If a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or Section 2 of this
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Article VI, or in the defense of any claim, issue or matter therein, the
corporation shall be obligated upon proper application to indemnify such person
in respect of expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
Section 4. PREPAYMENT OF EXPENSES. Expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon a preliminary determination following one of the
procedures set forth in Section 3 of this Article VI that such indemnified
person meets the applicable standard of conduct referred to therein and after
receipt of an undertaking satisfactory in form and substance to the corporation
that such person will promptly repay such amount unless it shall ultimately be
determined that the person is entitled to be indemnified by the corporation as
authorized in this Article VI.
Section 5. NONEXCLUSIVITY. The indemnification provided by this Article
VI shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in any
official capacity and as to action in any other capacity while holding office
with the corporation. The Board of Directors may, at any time, approve
indemnification of any other person that the corporation has the power by law to
indemnify, including, without limitation, employees and agents of the
corporation. The indemnification provided for in this Article VI shall continue
as to any person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of such person's heirs and personal representatives.
ARTICLE VII
Interested Parties
Section 1. GENERAL. No contract or other transaction between the
corporation and any one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested shall be either void or voidable because
of such relationship or interest, because such director or directors were
present at the meeting of the Board of Directors or of a committee thereof which
authorizes, approves or ratifies such contract or transaction or because such
director's or directors' votes are counted for such purpose if: (a) the fact of
such relationship or interest is disclosed or known to the Board of Directors or
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committee which authorizes, approves or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the votes or
consents of such interested directors; (b) the fact of such relationship or
interest is disclosed or known to the stockholders entitled to vote on the
matter, and they authorize, approve or ratify such contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the corporation at the time it is authorized by the Board of
Directors, a committee thereof or the stockholders.
Section 2. DETERMINATION OF QUORUM. Common or interested directors may
be counted in determining the presence of a quorum at meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies a
contract or transaction referred to in Section 1 of this Article VII.
ARTICLE VIII
Certificates of Stock
Section 1. CERTIFICATES FOR SHARES. Every holder of stock in the
corporation shall be entitled to have a certificate, in such form as the Board
of Directors may from time to time prescribe, signed by the President or a Vice
President and by the Secretary or an Assistant Secretary, and sealed with the
seal of the corporation, exhibiting the holder's name and certifying the number
of shares owned. The certificates shall be numbered and entered on the books of
the corporation as they are issued.
Section 2. FACSIMILE SIGNATURE. Where a certificate is manually signed
on behalf of a transfer agent or a registrar, the signature of the President or
Vice President and the signature of the Secretary or Assistant Secretary may be
a facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation, such certificate
or certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures have been used thereon had not ceased to be such officer or
officers of the corporation.
Section 3. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may,
in its discretion, appoint responsible banks or trust companies in such city or
cities as the Board may deem advisable from time to time to act as transfer
agents and registrars of the stock of the Corporation; and, when such
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appointments shall have been made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.
Section 4. TRANSFER OF SHARES. Subject to the provisions of these
by-laws regarding the qualifications of stockholders, transfers of shares of the
corporation shall be made upon its books by the holder of the shares in person
or by the holder's lawfully constituted representative, upon surrender of the
certificate of stock for cancellation. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Florida.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation and alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum 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.
ARTICLE IX
Record Date
The Board of Directors is authorized from time to time to fix in
advance a date, not more than sixty (60) nor less than ten (10) days before the
date of any meeting of stockholders, or not more than sixty (60) days prior to
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 stock shall go
into effect, or a date in connection with the obtaining of the consent of
stockholders for any purpose, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or entitled to
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receive payment of any such dividend, or to any such allotment, or to exercise
the rights in respect of any such change, conversion or exchange of stock or to
give such consent, as the case may be; and, in such case, such stockholders and
only such stockholders as shall be stockholders of record as of the close of
business on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.
ARTICLE X
Dividends
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by the Articles of
Incorporation and by law. Subject to the provisions of the Articles of
Incorporation and to law, dividends may be paid in cash or property, including
shares of stock or other securities of the corporation.
ARTICLE XI
Fiscal Year
The fiscal year of the corporation shall be the period selected by the
Board of Directors as the taxable year of the corporation for federal income tax
purposes, unless the Board of Directors specifically establishes a different
fiscal year.
ARTICLE XII
Seal
The corporate seal shall have the name of the corporation, the word
"SEAL" and the year of incorporation inscribed thereon, and may be a facsimile,
engraved, printed or impression seal. An impression of said seal appears on the
margin hereof.
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ARTICLE XIII
Stock in Other Corporations
Shares of stock in other corporations held by the corporation shall be
voted by such officer or officers of the corporation as the Board of Directors
shall from time to time designate for the purpose or by a proxy hereunto duly
authorized by said Board.
ARTICLE XIV
Amendments
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the Board of Directors; provided that any by-law or amendment
thereto as adopted by the Board of Directors may be altered, amended or repealed
by vote of the stockholders entitled to vote thereon, or a new by-law in lieu
thereof may be adopted by the stockholders. No by-law which has been altered,
amended or adopted by such a vote of the stockholders may be altered, amended or
repealed by a vote of the directors until two (2) years shall have expired since
such vote of the stockholders.
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