BY-LAWS OF
PERFORMING ARTS MANAGEMENT OF NORTH MIAMI, INC.
ARTICLE I - OFFICES
The principal office of the Corporation shall be established and
maintained at 930 Washington Avenue, 5th Floor, in the City of Miami Beach,
County of Dade, State of Florida. The Corporation may also have offices at such
places within or without the State of Florida as the board my from time to time
establish.
ARTICLE II - SHAREHOLDERS
1. MEETINGS
The annual meeting of the Shareholders of this Corporation shall be
held on the 1st day of February of each year or at such other time and place
designated by the Board of Directors of the Corporation. Business transacted at
the annual meeting shall include the election of Directors of the Corporation
and all other matters properly before the Board. If the designated day shall
fall on a Sunday or legal holiday, then the meeting shall be held on the first
business day thereafter.
2. SPECIAL MEETINGS
Special meetings of the Shareholders shall be held when directed by the
President or the Board of Directors, or when requested in writing by the holders
of not less than 10% of all 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.
3. PLACE
Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE
Written notice to each Shareholder entitled to vote stating the place,
day and hour of the meeting 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. If any Stockholder shall transfer his
stock after notice, it shall not be necessary to notify the transferee. Any
Stockholder may waive notice of any meeting either before, during or after the
meeting.
5. QUORUM
The majority of the Shares entitled to vote, represented in person or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no
event shall a Quorum, consist of less than 1/3 of the shares entitled to vote at
the meeting.
After a Quorum has been established at a Shareholders meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum, shall
not effect the validity of any action taken at the meeting or any adjournment
thereof.
6. PROXY
Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized attorney
in-fact, may authorize another person or persons to act for him by Proxy. The
Proxy must be signed by the Shareholder or his attorney-in-fact. No Proxy shall
be valid after the expiration of eleven months from the date thereof, unless
otherwise provided in the Proxy.
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ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the Corporation shall be managed and its corporate
powers exercised by a Board of Directors, each of whom shall be of full age. It
shall not be necessary for Directors to be Stockholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of Stockholders and
each Director elected shall hold office until his successor has been elected and
qualified, or until his prior resignation or removal.
3. VACANCIES
If the office of any Director, member of a committee or other officer
becomes vacant, the remaining Directors in office, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or without cause by
vote of a majority of all of the stock outstanding and entitled to vote at a
special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS
The number of Directors may be increased by amendment of these By-Laws,
by the affirmative vote of a majority in interest of the Stockholders, at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.
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6. RESIGNATION
A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
7. QUORUM OF DIRECTORS
A majority of the Directors shall constitute a quorum for the
transaction of business. If at any meeting of the board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time until a quorum is obtained, and no further notice thereof need be given
other than by announcement at the meeting which shall be so adjourned.
8. PLACE AND TIM OF BOARD MEETINGS
The board way hold its meeting at the office of the Corporation or at
such other places, either within or without the State of Florida as it may from,
time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD
A regular annual meeting of the Board may be held without notice at
such time and place as it shall from time to time determine. Special meetings of
the Board shall be held upon notice to the Directors and may be called by the
President upon three days notice to each Director either personally or by mail
or by wire; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to him.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held immediately
following the annual meeting of Stockholders at the place of such annual meeting
of Stockholders.
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11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate two or more of their members to
any committee. To the extent provided in said resolution or these By-Laws, said
committee may exercise the powers of the Board concerning the management of the
business of the Corporation.
12. COMPENSATION
No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
a) The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
2. REMOVAL OF OFFICERS
An officer or agent elected or appointed by the Board of Directors may
be removed by the Board whenever in its judgment, the best interests of the
Corporation will be served thereby. Any vacancy in any office may be filled by
the Board of Directors.
ARTICLE V - STOCK CERTIFICATES
1. ISSUANCE
Every holder of shares in this Corporation shall be entitled to have a
certificate representing all shares of which he is entitled. No certificate
shall be issued for any share until such share is full paid.
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2. FORM
Certificates representing shares in this Corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of this Corporation or a facsimile thereof.
3. TRANSFER OF STOCK
The Corporation shall register a stock certificate presented to it for
transfer if the certificate is properly endorsed by the holder of record or by
his duly authorized attorney.
4. LOST, STOLEN OR DESTROYED CERTIFICATES
If the Shareholder shall claim to have lost or destroyed a certificate
of shares issued by the Corporation, a new certificate shall be issued upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed, and at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity in such amount and with
such sureties, if any, as the Board may reasonably require.
ARTICLE VI - BOOKS AND RECORDS
1. BOOKS AND RECORDS
This Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its Shareholders, Board of
Director and committees of Directors.
This Corporation shall keep at its registered office or principal place
of business a record of its Shareholders, giving the names and addresses of all
Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
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2. SHAREHOLDERS' INSPECTION RIGHTS
Any person who shall have been a holder of record or shares or of
voting trust certificates therefor at least six months immediately preceding his
demand or shall be the holder of record of, or the holder of record of voting
trust certificates for, at least five percent of the outstanding shares 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, for
any proper purpose, its relevant books and records of accounts, minutes and
records of Shareholders and to make extracts therefrom.
3. FINANCIAL INFORMATION
Not later than four months after the close of each fiscal year, this
Corporation shall prepare a balance sheet showing in reasonable detail the
financial condition 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 the written request of any Shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
Shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the Corporation of this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
Shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VII - DIVIDEND
The Board may out of funds legally available therefor, at any regular
or special meeting, declare dividends upon the capital stock of the Corporation
as and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation
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available for dividends, such sum or sums as the Board from time to tine in
their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board shall deem conducive to the interests of the Corporation.
ARTICLE VIII - CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name
of the Corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE IX - EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the Board may from time to time designate.
ARTICLE X - FISCAL YEAR
The fiscal year shall begin the first day _____________________ in each
year.
ARTICLE XI - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed
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to have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by statute.
Whenever any notice is required to be given under the provisions of any
law, or, under the provisions of the Certificate of Incorporation of the
Corporation, or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE XII - CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and
the Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII - BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Any action of the Stockholders, Directors and committee may be taken
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on such action at a
meeting and filed with the Secretary of the Corporation as part of the
proceedings of the Stockholders, Directors or committees as the case way be.
2. MANAGEMENT BY STOCKHOLDER
In the event the Stockholders are named in the Articles of
Incorporation and are empowered therein to manage the affairs of the Corporation
in lieu of Directors, the Stockholders of the Corporation shall be deemed
Directors for the purposes of these By-Laws and wherever the words "directors",
"board of directors" or "board" appear in these By-Laws those words shall be
taken to mean Stockholders.
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The Shareholders may, by majority vote, create a board of directors to
manage the business of the Corporation and exercise its corporate powers.
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the board at any regular meeting of the board or at any special
meeting of the board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
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