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EXHIBIT 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERNATIONAL SPEEDWAY CORPORATION
(Conformed Copy - As Amended as of July 26, 1999)
The original Amended and Restated Articles of Incorporation of INTERNATIONAL
SPEEDWAY CORPORATION were filed with the Department of State of the State of
Florida on October 29, 1996. The original Amended and Restated Articles of
Incorporation are hereby amended and restated pursuant to Sections 607.0704,
607.1003 and 607.1007 of the Florida Business Corporation Act to read in its
entirety as follows:
ARTICLE I
The name of the corporation is International Speedway Corporation
(hereinafter called the "Corporation").
ARTICLE II
The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which corporations may be incorporated
under the laws of the State of Florida.
ARTICLE III
A. AUTHORIZED CAPITAL STOCK. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is one
hundred twenty-six million (126,000,000) shares, consisting of:
(i) one hundred twenty million (120,000,000) shares of common stock, par
value $0.01 per share (the "Common Stock"), of which
(A) eighty million (80,000,000) shares are designated as Class A
Common Stock (the "Class A Common Stock") and
(B) forty million (40,000,000) shares are designated as Class B
Common Stock (the "Class B Common Stock"), and
(ii) one million (1,000,000) shares of preferred stock, par value $0.01
per share (the "Preferred Stock"); and
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(iii) five million (5,000,000) shares of common stock, par value $0.10
per share (the "Existing Common Stock").
B. PROVISIONS RELATING TO PREFERRED STOCK.
1. GENERAL. The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations and powers, preferences and rights, and qualifications, limitations
and restrictions thereof as are stated and expressed herein and in the
resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors (the "Board") as hereinafter prescribed.
2. PREFERENCES. Authority is hereby expressly granted to and vested in
the Board to authorize the issuance of the Preferred Stock from time to time in
one or more classes or series, to determine and take necessary proceedings fully
to effect the issuance and redemption of any such Preferred Stock and, with
respect to each class or series of the Preferred Stock, to fix and state, by
resolution or resolutions from time to time adopted providing for the issuance
thereof, the following:
(a) whether or not the class or series is to have voting
rights, full or limited, or is to be without voting
rights;
(b) the number of shares to constitute the class or
series and the designations thereof;
(c) the preferences and relative, participating, optional
or other special rights, if any, and the
qualifications, limitations or restrictions thereof,
if any, with respect to any class or series;
(d) whether or not the shares of any class or series
shall be redeemable and if redeemable the redemption
price or prices, and the time or times at which and
the terms and conditions upon which, such shares
shall be redeemable and the manner of redemption;
(e) whether or not the shares of a class or series shall
be subject to the operation of retirement or sinking
funds to be applied to the purchase or redemption of
such shares for retirement, and if such retirement or
sinking fund or funds be established, the annual
amount thereof and the terms and provisions relative
to the operation thereof;
(f) the dividend rate, whether dividends are payable in
cash, stock of the Corporation or other property, the
conditions upon which
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and the times when such dividends are payable, the
preference to or the relation to the payment of the
dividends payable on any other class or classes or
series of stock, whether or not such dividend shall
be cumulative or noncumulative, and, if cumulative,
the date or dates from which such dividends shall
accumulate;
(g) the preferences, if any, and the amounts thereof that
the holders of any class or series thereof shall be
entitled to receive upon the voluntary or involuntary
dissolution of, or upon any distribution of the
assets of, the Corporation;
(h) whether or not the shares of any class or series
shall be convertible into, or exchangeable for, the
shares of any other class or classes or of any other
series of the same or any other class or classes of
the Corporation and the conversion price or prices or
ratio or ratios or the rate or rates at which such
conversion or exchange may be made, with such
adjustments, if any, as shall be stated and expressed
or provided for in such resolution or resolutions;
and
(i) such other special rights and protective provisions
with respect to any class or series as the Board may
deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board may increase the number of shares of Preferred Stock
designated for any existing class or series by a resolution adding to such class
or series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board may decrease the number of shares of
the Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.
C. PROVISIONS RELATING TO THE COMMON STOCK. The Common Stock shall be
subject to the express terms of the Preferred Stock and any class or series
thereof. The powers, preferences and rights of the Class A Common Stock and the
Class B Common Stock and the qualifications, limitations and restrictions
thereof, shall in all respects be identical, except as otherwise required by law
or as expressly provided in this Section C.
1. VOTING RIGHTS. Except as otherwise required by law or as may be
provided by the resolutions of the Board authorizing the issuance of any class
or series of the Preferred Stock, as hereinabove provided, all rights to vote
and all voting power shall be vested exclusively in the holders of the Common
Stock. The holders of shares of Class A Common Stock and Class B Common Stock
shall have the following voting rights:
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(a) the holders of Class A Common Stock shall be entitled to
one-fifth (1/5th) vote for each share of Class A Common Stock
held on all matters voted upon by the shareholders of the
Corporation and shall vote together with the holders of Class
B Common Stock and together with the holders of any other
classes or series of stock who are entitled to vote in such
manner and not as a separate class; and
(b) the holders of Class B Common Stock shall be entitled to one
(1) vote for each share of Class B Common Stock held on all
matters voted upon by the shareholders of the Corporation and
shall vote together with the holders of Class A Common Stock
and together with the holders of any other classes or series
of stock who are entitled to vote in such manner and not as a
separate class.
2. DIVIDENDS. Subject to the rights of the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive when, as and
if declared by the Board, out of funds legally available therefor, dividends and
other distributions payable in cash, property, stock (including shares of any
class or series of the Corporation, whether or not shares of such class or
series are already outstanding) or otherwise. Each share of Class A Common Stock
and each share of Class B Common Stock shall have identical rights with respect
to dividends and distributions subject to the following:
(a) a dividend or distribution in Common Stock on Class B Common
Stock may be paid or made in shares of Class A Common Stock or
shares of Class B Common Stock or a combination of both;
(b) a dividend or distribution in Common Stock on Class A Common
Stock may be paid only in shares of Class A Common Stock;
(c) a dividend or distribution with respect to Common Stock
payable in shares of the Corporation's capital stock may be
paid or made only in shares of Common Stock;
(d) whenever a dividend or distribution is payable in shares of
Class B Common Stock and/or Class A Common Stock, the number
of shares of Common Stock payable as a dividend or
distribution per each share of Common Stock shall be equal in
number; and
(e) a dividend or distribution on Class B Common Stock which is
paid or made in shares of Class B Common Stock shall be
considered identical to a dividend or distribution on Class A
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Common Stock which is paid or made in a proportionate number
of shares of Class A Common Stock.
3. CONVERSION.
(a) OPTIONAL CONVERSION. Each share of Class B Common Stock may
from time to time, at the option of the holder of record
thereof and without payment of any consideration, be converted
into one fully paid and nonassessable share of Class A Common
Stock (an "Optional Conversion")(i) upon the Effective Date
(as hereinafter defined) if the shares of Class A Common Stock
to be issued upon such conversion are to be offered pursuant
to the Registration Statement (as hereinafter defined), and
(ii) otherwise commencing on the 91st day after the Effective
Date. Any holder of any share of Class B Common Stock may
effect a conversion by surrendering such holder's certificate
certificates representing the shares of Class B Common Stock
to be converted, duly endorsed, during normal business hours
at the office of the Corporation or any transfer agent for the
Common Stock (the "Transfer Agent"), together with a written
notice that the holder elects to convert all or a specified
whole number of shares of Class B Common Stock and stating the
name or names in which such holder desires the certificate or
certificates representing the shares of Class A Common Stock
to be issued. If so required by the Corporation or the
Transfer Agent, any certificate for shares surrendered for
conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation or the Transfer Agent,
duly executed by the holder of such shares or the duly
authorized representative of such holder, together with funds
for the payment of any transfer tax required pursuant to
paragraph (f) of this Subsection 3. In the event that any
shares of Class B Common Stock tendered for conversion are
subject to restrictions upon transfer noted in a legend on the
certificates representing such shares,
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the Corporation and the Transfer Agent shall require the
holder of such shares to submit, as a condition to the
conversion of such Class B Common Stock into Class A Common
Stock, satisfactory evidence that the proposed conversion will
not violate any of the noted restrictions upon transfer of
such shares.
(b) MANDATORY CONVERSION. If, on the record date for any meeting
of shareholders of the Corporation, the number of shares of
Class A Common Stock then outstanding constitutes less than
10% of the aggregate number of shares of Class A Common Stock
and Class B Common Stock outstanding, as determined by the
Board, then each share of Class B Common Stock then issued or
outstanding shall thereupon be converted automatically as of
such record date into one fully paid and nonassessable share
of Class A Common Stock and will have one-fifth vote per share
at such meeting (a "Mandatory Conversion"). Upon making such
determination, notice of such automatic conversion shall be
given by the Corporation as soon as practicable, but no later
than the next meeting of shareholders of the Corporation, by
means of a press release and written notice to all holders of
Class B Common Stock, and the Secretary of the Corporation
shall be instructed to and shall promptly request that each
holder of Class B Common Stock promptly deliver, and each such
holder shall promptly deliver, the certificate or certificates
representing each share of such Class B Common Stock to the
Corporation or the Transfer Agent. If so required by the
Corporation or the Transfer Agent, any certificate for shares
surrendered for conversion shall be accompanied by instruments
of transfer, in form satisfactory to the Corporation or the
Transfer Agent, duly executed by the holder of such shares or
the duly authorized representative of such holder, together
with funds for the payment of any transfer tax required
pursuant to paragraph (f) of this Subsection 3.
(c) ISSUANCE OF CERTIFICATES REPRESENTING CLASS A COMMON STOCK;
EFFECTIVENESS OF CONVERSION. As promptly as practicable
following the surrender for conversion of a certificate
representing shares of Class B common Stock in the
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manner provided in paragraph (a) or (b) of this Subsection 3,
as applicable, any required instruments of transfer and the
payment in cash of any amount required by the provisions of
paragraph (f) of this Subsection 3, the Corporation shall
issue and deliver or cause to be issued and delivered to such
holder or such holder's nominee or nominees, a certificate or
certificates representing the number of shares of Class A
Common Stock issued upon such conversion in such name or names
as such holder may direct. In the case of an Optional
Conversion, if any shares of Class B Common Stock of such
holder represented by a certificate surrendered for conversion
are not converted, a new certificate or certificates
representing such shares of Class B Common Stock shall be
issued and delivered to such holder or its nominee or nominees
with the certificate or certificates representing shares of
Class A Common Stock. Optional Conversions shall be deemed to
have been effected immediately prior to the close of business
on the date of receipt by the Corporation or the Transfer
Agent of the certificate or certificates representing the
relevant shares of Class B Common Stock and the related
written notice. Mandatory Conversions shall be deemed to have
been effected on record date for the relevant shareholders
meeting on which the condition set forth in paragraph (b) of
this Subsection 3 is determined by the Board to have
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occurred. Upon the date any conversion is deemed effected, all
rights of the holder of such shares of Class B Common Stock so
converted, as the holder of such shares, shall cease, and the
person or persons in whose name or names the certificate or
certificates representing the shares of Class A Common Stock
are issued shall be treated for all purposes as having become
the record holder or holders of such shares of Class A Common
Stock on that date; provided, however, that if any surrender
and payment pursuant to a Mandatory Conversion occurs on any
date when the stock transfer books of the Corporation shall be
closed, the person or persons in whose name or names the
certificate or certificates representing shares of Class A
Common Stock are issued shall be deemed the record holder or
holders thereof for all purposes on the next succeeding day on
which the stock transfer books are open.
(d) ADJUSTMENTS. No adjustments in respect of dividends shall be
made upon the Optional Conversion or Mandatory Conversion of
any shares of Class B Common Stock; provided, however, that if
a share of Class B Common Stock shall be converted subsequent
to the record date for the payment of a dividend or other
distribution on Class B Common Stock but prior to such
payment, then the registered holder of such share of Class B
Common Stock at the close of business on such record date
shall be entitled to receive the dividend or other
distribution payable on such share of Class B Common Stock on
such date notwithstanding the Optional Conversion or Mandatory
Conversion thereof or the Corporation's default in payment of
the dividend due on such date.
(e) AVAILABILITY OF CLASS A COMMON STOCK FOR CONVERSION;
REGISTRATION. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of
Class A Common Stock, solely for the purpose of issuance upon
conversion of the outstanding shares of Class B Common Stock,
such number of shares of Class A Common Stock that shall be
issuable upon the conversion of all such shares of Class B
Common Stock then outstanding, in addition to the number of
shares of Class A Common Stock then outstanding. If any shares
of Class A Common Stock require registration with or approval
of any governmental authority under any federal or state law
before such shares may be issued upon conversion, the
Corporation shall cause such shares to be duly registered or
approved, as the case may be. The Corporation shall endeavor
to use its best efforts to list the shares of Class A Common
Stock to be delivered upon conversion prior to such delivery
upon each national securities exchange upon which the
outstanding shares of Class A Common Stock are listed at the
time of such delivery. All shares of Class A Common Stock that
shall be issued upon conversion of the fully paid and
nonassessable shares of Class B Common Stock shall, upon
issue, be fully paid and nonassessable.
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(f) CHARGES, PAYMENT OF TAXES UPON CONVERSION. The issuance of
certificates for shares of Class A Common Stock issuable upon
the conversion of Class B Common Stock shall be made without
charge to the converting holder; provided, however, that if
any certificate is to be issued in a name other than that of
the record holder of the shares being converted, the
Corporation shall not be required to issue or deliver any such
certificate unless and until the person requesting the
issuance thereof shall have paid to the Corporation the amount
of any tax that may be payable with respect to any transfer
involved in the issuance and delivery of such certificate or
has established to the satisfaction of the Corporation that
such tax has been paid.
(g) REISSUANCE OF CLASS B COMMON STOCK. Shares of Class B Common
Stock that are converted into Class A Common Stock as provided
herein shall continue to be part of the authorized Class B
Common Stock and shall be available for reissue by the
Corporation.
4. SPLITS OR COMBINATIONS. If the Corporation shall in any manner
split, subdivide or combine the outstanding shares of Class A Common Stock or
Class B Common Stock, then the outstanding shares of the other such class of
Common Stock shall be proportionately split, subdivided or combined in the same
manner and on the same basis as the outstanding shares of the class that has
been split, subdivided or combined.
5. MERGERS AND CONSOLIDATIONS. In the event of a merger, consolidation
or combination of the Corporation with another entity (whether or not the
Corporation is the surviving entity), the holders of Class A Common Stock and
Class B Common Stock shall be entitled to receive the same per share
consideration in that transaction, except that any common stock that holders of
Class A Common Stock are entitled to receive in any such event may differ as to
voting rights and otherwise to the extent and only the extent that the Class A
Common Stock and the Class B Common Stock differ as set forth in this Section C.
6. LIQUIDATING DISTRIBUTIONS. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock shall have been paid in full the amounts to which
they shall be entitled, if any, or a sum sufficient or such payment in full
shall have been set aside, the remaining net assets of the Corporation, if any,
shall be divided among and paid ratably to the holders of Class A Common Stock
and Class B Common Stock treated as a single class.
7. SALES AND REPURCHASES. The Board shall have the power to cause the
Corporation to issue and sell shares of either class of Common Stock to such
individuals, partnerships, joint ventures, limited liability companies,
associations, corporations, trusts or other legal entities (collectively,
"persons") and for such consideration as the Board shall from time to
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time in its discretion determine, whether or not greater consideration could be
received upon the issue or sale of the same number of shares of the other class
of Common Stock, and as otherwise permitted by law. The Board shall have the
power to cause the Corporation to purchase, out of funds legally available
therefor, shares of either class of Common Stock from such persons and for such
consideration as the Board shall from time to time in its discretion determine,
whether or not less consideration could be paid upon the purchase of the same
number of shares of the other class of Common Stock, and as otherwise permitted
by law.
D. SHARE RECLASSIFICATION. Immediately prior to the effective date (the
"Effective Date") of the Corporation's Registration Statement on Form S-3 (File
No. 333-11541), relating to a proposed underwritten public offering of Class A
Common Stock and initially filed with the Securities and Exchange Commission on
September 6, 1996 (the "Registration Statement"), each outstanding share of the
Corporation's Existing Common Stock shall thereby and thereupon, automatically
and without any action by the holder, be reclassified and converted into 15
validly issued, fully paid and nonassessable shares of Class B Common Stock.
Each certificate that theretofore represented shares of Existing Common Stock
shall thereafter represent the number of shares of Class B Common Stock into
which the shares of Existing Common Stock represented by such certificate were
reclassified and converted hereby; provided, however, that each person holding
of record a stock certificate or certificates that represented shares of
Existing Common Stock shall receive, upon surrender of each such certificate or
certificates, a new certificate or certificates evidencing and representing the
number of shares of Class B Common Stock to which such person is entitled. Upon
consummation of the reclassification of the Existing Common Stock of the
Corporation provided for in this Section D (the "Reclassification"), the holders
of the Class B Common Stock of the Corporation shall have all rights accorded
them by law and these Amended and Restated Articles of Incorporation. The
issuance of certificates representing shares of Class B Common Stock issuable
upon the Reclassification shall be made without charge to the holders of
Existing Common Stock; provided, however, that if any certificate is to be
issued in a name other than that of the record holder of the shares of Existing
Common Stock being reclassified pursuant to the Reclassification, the
Corporation shall not be required to issue or deliver any such certificate
unless and until the person requesting the issuance thereof shall have paid to
the Corporation the amount of any tax that may be payable with respect to any
transfer involved in the issuance and delivery of such certificate or has
established to the satisfaction of the Corporation that such tax has been paid.
If so required by the Corporation or the Transfer Agent, any certificate for
shares of Existing Common Stock surrendered in connection with the
Reclassification shall be accompanied by instruments of transfer, in form
satisfactory to the Corporation or the Transfer Agent, duly executed by the
holder of such shares or the duly authorized representative of such holder,
together with funds for the payment of any transfer tax required as set forth
above. As promptly as practicable following the surrender of a certificate
representing shares of Class B Common Stock in the foregoing manner, any
required instruments of transfer and the payment in cash of any amount for the
payment of any transfer tax, the Corporation shall issue and deliver or cause to
be issued and delivered to such holder or such holder's nominee or
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nominees, a certificate or certificates representing the number of shares of
Class B Common Stock issued upon the Reclassification to which such holder is
entitled, in such name or names as such holder may direct.
ARTICLE IV
The Corporation shall exist perpetually unless sooner dissolved
according to law.
ARTICLE V
The Corporation's mailing address and the address of the Corporation's
principal office is 1801 West International Speedway Boulevard, Daytona Beach,
Florida 32114. The address of the Corporation's registered office is 150-A South
Palmetto Avenue, Daytona Beach, Florida 32114, and the Corporation's registered
agent at such office is Doyle Tumbleson.
ARTICLE VI
A. NUMBER AND TERM OF DIRECTORS. The number of members of the
Corporation's Board shall be fixed from time to time by resolution of the Board.
The Board shall be divided into three classes, Class I, Class II and Class III
with the directors of each class to be elected for a staggered term of three
years and to serve until their successors are duly elected and qualified or
until their earlier resignation, death or removal from office. The number of
directors elected to each class shall be as nearly equal in number as possible.
The Board shall apportion any increase or decrease in the number of
directorships among the classes so as to make the number of directors in each
class as nearly equal as possible.
B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification, removal, increase
in the number of directors or otherwise, a majority of directors in office,
although less than a quorum of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the shareholders and qualified.
Notwithstanding the provisions of any other Article herein, only the remaining
directors of the Corporation shall have the authority, in accordance with the
procedure stated above, to fill any vacancy that exists on the Board for the
balance of the unexpired term or terms. The Company's shareholders shall not,
and shall have no power to, fill any vacancy on the Board. Shareholders may
remove a director from office prior to the expiration of his or her term, with
or without "cause," by an affirmative vote of a majority of all votes entitled
to be case for the election of directors.
C. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who
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are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of the Board by any nominating committee or person appointed by
the Board or by any shareholder of the Corporation entitled to vote for the
election of directors at such meeting who complies with the procedures set forth
in this Section C; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at a special meeting, other than nominations made by or at the
direction of the Board, shall be made pursuant to notice in writing delivered to
or mailed and received at the principal executive offices of the Corporation not
later than the close of business on the fifth (5th) day following the date on
which notice of such meeting is given to shareholders or made public, whichever
first occurs. Nominations of persons for election at an annual meeting, other
than nominations made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth the following information: (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director at the annual
meeting, (i) the name, age, business address and residence address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice of nominees for election at the annual
meeting, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee for
election at an annual or special meeting of shareholders to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made
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in accordance with the requirements of this Section C, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
ARTICLE VII
The Corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by law in existence
either now or hereafter.
ARTICLE VIII
A. CALL OF SPECIAL SHAREHOLDERS MEETING. Except as otherwise required
by law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the holders of not less than fifty (50) percent of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held; (ii the meeting is called by the Board pursuant to a
resolution approved by a majority of the entire Board; or (iii) the meeting is
called by the Chairman of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.
B. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL MEETING.
At an annual meeting of the shareholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such
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business at the annual meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such business.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the requirements of this Section B, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.