EXHIBIT 3.21
BY-LAWS
OF
PPI, INC.
(a Florida corporation
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ARTICLE I
STOCK CERTIFICATES
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1.1 ISSUANCE. Every holder of shares in this Corporation shall be
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entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such
share is fully paid.
1.2 FORM. Certificates representing shares in this Corporation shall be
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signed by the president or vice president and the secretary or an
assistant secretary.
Every certificate representing shares which are restricted as to sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarized upon the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge a full statement of such restrictions.
Each certificate representing shares shall state upon the face
thereof: The name of the Corporation; that the corporation is organized under
the laws of this State; the name of the person or persons to whom it is issued;
the number and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by such
certificate, or statement that the shares are without par value.
1.3 TRANSFER OF STOCK. The stock of the Corporation shall be assignable
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and transferable on the books of the Corporation only by the person in whose
name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the secretary. In all cases
of transfer, the former certificate must be surrendered up and cancelled before
a new certificate is issued.
1.4 LOST, STOLEN OR DESTROYED CERTIFICATES. If a shareholder shall have
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claimed to have lost or destroyed a certificate or certificates of stock issued
by the Corporation, the board of directors may direct, at its discretion, a new
certificate or certificates issued, upon the making of an affidavit of the fact
by the person claiming the certificate of stock to be lost or destroyed, and
upon the deposit of a bond or other indemnity in such amount and with such
surety, if any, as the board may require.
1.5 FRACTIONAL SHARE INTEREST. The Corporation may, but shall not be
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required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interest by those entitled thereto or (2) pay in cash the fair value of
fractions of a share as to the time when those entitled to receive such
fractions are determined, or (3) issue script or warrants in registered or
bearer form which shall entitle the holder to receive a certificate for a full
share upon the surrender of such script or warrants aggregating at full share.
A certificate for a fractional share shall, but script or warrant shall not
unless otherwise provided therein, entitle the holder to exercise voting rights,
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause
script or warrants to be issued subject
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to the conditions that they shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the conditions
that the shares for which script or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holder of script or
warrants, or subject to any other conditions which the Board of Directors may
impose.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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2.1 ANNUAL MEETING. The annual meeting of the shareholders of this
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Corporation shall be held 60 days after the receipt of the financial statements
of the preceding fiscal year at a place designated by the Board of Directors of
the Corporation. The annual meeting of the shareholders for any year shall be
held no later than thirteen (13) months after the last preceding annual meeting
of shareholders;. Business transacted at the annual meeting shall include the
election of directors of the Corporation.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders shall be held
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when directed by the president or the Board of Directors or when requested in
writing by the holders of not less than 10% of the shares entitled to vote at
the meeting. A meeting requested by shareholders shall be called for a date not
less than 10 nor more than 60 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the secretary, unless the president, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
2.3 PLACE. Both annual and special meetings of shareholders may be held
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within or without the State of Florida.
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2.4 NOTICE. Written notice stating the place, day and hour of the meeting
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and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 60 days
before the meeting, either personally or by first class mail, by or at the
direction of the president, the secretary, or the officer or person calling the
meeting to each shareholder 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 shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon paid.
2.5 NOTICE OF ADJOURNED MEETING. When a meeting is adjourned to another
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time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting to which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment, the board of directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given as provided in this section to each shareholder on the
new record date entitled to vote at such meeting.
2.6 CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of
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determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
purpose, the board of directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, 60 days. If the
stock transfer books shall be closed for the purposes of
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determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the board of directors
may fix in advance a date as the record date for any determination of
shareholders, such date in any case to be not more than 60 days and, in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
On a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the board of directors fixes a new
record date for the adjourned meeting.
2.7 SHAREHOLDER QUORUM AND VOTING. The majority of the shares entitled to
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vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders.
After the quorum has been established at the shareholders meetings,
the subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to
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vote as the meeting below the number required for a quorum, shall not affect the
validity of any action at the meeting or any adjournment thereof.
2.8 CONDUCT OF MEETING. The meetings of the shareholders shall be
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presided over by one of the following officers in the order of seniority and if
present and acting, the chairman of the board, if any, the vice chairman of the
board, if any, the president, a vice president, or, if none of the foregoing is
in office, present and acting, by a chairman to be chosen by the shareholders.
The secretary of the corporation, or in his absence, an assistant secretary,
shall act as secretary of every meeting, but if neither the secretary nor an
assistant secretary is present, the chairman of the meeting shall appoint a
secretary of the meeting.
2.9 VOTING OF SHARES. Each outstanding share, shall be entitled to one
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vote on each matter submitted to a vote at the meeting of shareholders.
Treasury shares, shall not be counted in determining the total number of
outstanding shares at any given time.
A shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Such shareholder shall not have the right to accumulate his votes by
giving one candidate as many votes as the number of directors to be elected at
that time multiplied by the
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number of his shares, or by distributing such votes on the same principle among
any number of such candidates.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption or
redeemable shares has been mailed to the holders thereof in a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefore, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
2.10 PROXIES. Every shareholder entitled to vote at a meeting of
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shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
A signed proxy is presumed valid. No proxy shall be invalid after the
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or such death is received by the corporate officer responsible for
maintaining the list of shareholders.
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If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present, then that one may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be pro rated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
2.11 SHAREHOLDERS' AGREEMENTS. Two or more shareholders of this
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Corporation may enter an agreement providing for the exercise of voting rights
in the manner provided in agreement or relating to any phase of affairs of the
corporation as provided by law. Nothing therein shall impair the right of this
corporation to treat the shareholders of record as entitled to vote the shares
standing in their names.
2.12 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by law,
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these bylaws, or articles of incorporation of this Corporation to be taken at
any annual or special meeting of shareholders of the corporation, or any action
which may be taken at any annual or special meeting of such shareholders, may be
taken without a meeting, without prior notice and without vote, if a consent in
writing, setting forth the action so taken, shall be signed by the shareholders
of outstanding stock 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. If any class of shares is
entitled to vote thereon as a class, such written consent shall be required by
the holders of a
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majority of the shares of each class of shares entitled to vote as a class
thereon and of the total shares entitled to vote thereon.
Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets for
which the dissenters rights are provided for by law, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with the further provisions of law
regarding the rights of dissenting shareholders.
ARTICLE III
DIRECTORS
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3.1 FUNCTION. All corporate powers shall be exercised by or under the
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authority of, and the business and affairs of the Corporation shall be managed
under the direction of the board of directors.
3.2 QUALIFICATION. Directors need not be residents of this state or be
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shareholders of this Corporation.
3.3 COMPENSATION. The board of directors shall have the authority to fix
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the compensation of directors.
3.4 DUTIES OF DIRECTORS. A director shall perform his duties as a
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director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interest of the corporation,
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and with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) Counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(c) A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit competence.
A director shall not be considered to be acting in good faith if he
has knowledge of the matter in question that would cause such reliance described
above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of this
corporation.
3.5 PRESUMPTION OF ASSENT. A director of the Corporation who is present
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at a meeting of its board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
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3.6 NUMBER. This corporation shall have a minimum of one director and a
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maximum of seven (7) directors. The number of directors may be increased or
decreased from time to time by amendment to these bylaws, but no decrease shall
have the effect of shortening the terms of any incumbent director.
3.7 ELECTION AND TERM. Each person named in the articles of incorporation
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as a member of the initial board of directors, shall hold office until the first
annual meeting of shareholders, or until a successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
At the first annual meeting of the shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the
term for which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
3.8 VACANCIES. Any vacancies occurring in the board of directors,
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including any vacancy created by reason of an increase in the number of
directors, may be filed by the affirmative vote of the majority of the remaining
directors though less than a quorum of the board of directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
3.9 REMOVAL OF DIRECTORS. At a meeting of the shareholders called
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expressly for that purpose, any director or the entire board of directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
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3.10 QUORUM IN VOTING. A majority of the number of directors then in
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office shall constitute a quorum for the transaction of business. The act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.
3.11 EXECUTIVE AND OTHER COMMITTEES. The board of directors, by resolution
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adopted by a majority of a full board of directors, may designate from among its
members an executive committee and one or more other committees each of which,
to the extent provided in such resolution shall have and may exercise all the
authority of the board of directors, except that no committee shall have the
authority to:
(a) Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
(b) Designate candidates for the office of directors, for the
purposes of proxy solicitation or otherwise,
(c) Fill vacancies in the board of directors or any committee
thereof,
(d) Amend the bylaws,
(e) Authorize or approve the re-acquisition of shares unless pursuant
to a general formula or method specified by the board of directors, or
(f) Authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the board of directors, having acted regarding general authorization
for the issuance for sale of shares, or any contract therefore, and, in the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the board of directors, by resolution or by adoption of
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a stock option or other plan, authorize a committee to fix the terms of any
contract for sale of the shares and to fix the terms upon which said shares may
be issued or sold, including without limitation, the price, the rate or manner
of payment or dividends, provisions for redemption, sinking fund, conversion,
voting of preferential rights, and provisions for other features of a class of
shares, or series of a class of shares, with full power of such committee to
adopt any final resolution setting forth all the terms thereof and to authorize
a statement of the terms of a series for filing with the Department of State.
The board of directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.
3.12 PLACE OF MEETINGS. Regular and special meetings by the board of
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directors may be held within or without the State of Florida. Meetings shall be
held at such place as shall be fixed by the board.
3.13 TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the board of
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directors shall be held without notice on the first Monday of the last week of
the month in which this Corporation was formed. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery, telegram or cablegram at least two days
before the meeting or by notice mailed to the director at least five days before
the meeting.
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a
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meeting shall constitute a waiver of notice of such meeting and waiver of any
and all obligations to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a director states,
at the beginning of a meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
Neither the business to be transacted at nor the purpose of any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the board of directors may be called by the chairman of
the board, by the president or by any one or more directors.
Members of the board of directors may participate in a meeting of such
board by means of 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. Participation by such means shall constitute presence in person
at a meeting.
3.14 ACTION WITHOUT A MEETING. Any action required to be taken at a
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meeting of the directors of the corporation, or any action which may be taken at
a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing,
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setting forth the action so to be taken, signed by all of the directors or all
the members of the committee, as in the case may be, is filed in the minutes of
the proceedings of the board or of the committee. Such consent shall have the
same effect as a unanimous vote.
ARTICLE IV
OFFICERS
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4.1 OFFICERS. The officers of this corporation consist of a president and
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a secretary, each of whom shall be elected by the board of directors. Such
other officers and assistant officers and agents as may be deemed necessary may
be elected or appointed by the board of directors from time to time. Any two or
more offices may be held by the same person. The failure to elect a president
or secretary shall not affect the existence of this corporation.
4.2 DUTIES. The officers of this corporation shall have the following
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duties:
PRESIDENT: The president shall manage the business and affairs of the
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corporation, shall have general and active management of business and
affairs of the corporation subject to the directions of the board of
directors, and shall preside at all meetings of the stockholders.
SECRETARY: The secretary shall have custody of, and maintain all of the
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corporate records except the financial records; shall record the minutes of
all meetings of the stockholders and board of directors, send all notices
of meetings out, and perform such other duties as may be prescribed by the
board of directors or the president.
TREASURER. The treasurer, if appointed, has the custody of all corporate
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funds and financial records, shall keep full and accurate accounts of
receipts and disbursements
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and render accounts thereof at the annual meetings of the stockholders and
whenever else required by the board of directors or the president, and
shall perform such other duties as may be prescribed by the board of
directors or the president.
4.3 REMOVAL OF OFFICERS. Any officer or agent elected or appointed by the
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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.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the board of
directors, unless the bylaws shall have expressly reserved such powers to the
shareholders.
Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.
ARTICLE V
BOOKS AND RECORDS
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5.1 BOOKS AND RECORDS. This corporation shall keep correct and complete
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books and records of account and shall keep minutes of the proceedings of its
shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office of principal place of
business, a record of its shareholders, giving the names and addresses of all
the shareholders and the number, class and series, if any, of the shares held by
each.
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Any books, records and minutes may be in written form within a reasonable
time.
5.2 SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a
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holder of record of shared at least six months immediately preceding his demand
or shall be the holder of record of at least five percent of the outstanding
shares of any class or series of the corporation, upon written demand stating
the purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any purpose that is relevant, the
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
5.3 FINANCIAL INFORMATION. Not later than four months after the close of
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each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial conditions of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during its fiscal year.
Upon written request of any shareholder of the corporation, the corporation
shall present to such shareholder a copy of the most recent such filed sheet and
profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this State, shall be kept for at least
five years, and shall be subject to inspection during the business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
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ARTICLE VI
DIVIDENDS
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The board of directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
(a) Dividends in cash or in property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus shall be identified
as a distribution of capital surplus, and the amount per share paid from such
surplus shall be disclosed to the shareholders receiving the same concurrently
with the distribution.
(b) Dividends may be declared and paid in the corporation's own treasury
shares.
(c) Dividends may be declared and paid in the corporation's own authorized
by unissued shares out of any unreserved and unrestricted surplus of the
corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without par value, such shares
shall be issued as such state values that shall be fixed by the board of
directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the
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time such dividend is paid an amount of surplus equal to the aggregate stated
value so fixed in respect of such shares: in the amount per share so transferred
to stated capital shall be disclosed to the shareholders receiving such dividend
concurrently with the payment thereof.
(d) No dividends payable in shares of any class shall be paid, the holders
of shares of any other class unless the articles of incorporation so provide or
such payment is authorized by the affirmative vote or the written consent of the
holders of at least a majority of the outstanding shares of the class in which
the payment is to be made.
(e) A split up or division of the unissued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE VII
CORPORATE SEAL
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The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the year of incorporation, and State of incorporation.
ARTICLE VII
AMENDMENT
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These bylaws may be repealed or amended, and new bylaws may be adopted by
the board of directors, and approved by the shareholders.
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