EXHIBIT 3(II)
BYLAWS
of
R J LENDING, INC.
A FLORIDA CORPORATION
ARTICLE I. OFFICES
Section 1. Business Offices. R J LENDING, INC. (hereinafter
referred to as the "Corporation"), may have such offices, either within or
without the State of Florida, as the Board of Directors may designate from time
to time.
Section 2. Registered Office. The Corporation shall maintain a
registered office in the State of Florida, which may be changed from time to
time by the Board of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The Annual Meeting of Shareholders
of the Corporation shall be held subsequent to the end of each fiscal year of
the Corporation on such date and at such hour as the Board of Directors shall
annually determine.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the President or the Board of Directors, and
shall be called upon the written request of the holders of not less than
one-tenth (1/10) of all outstanding shares of the Corporation entitled to vote
at the meeting. No business shall be transacted at any special meeting unless
such business is stated in the notice of the meeting as one of the purposes of
that special meeting.
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 meeting or for any special meeting of the
shareholders.
Section 4. Notice of Meeting. Written notice 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
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, the
Secretary, or the other person(s) 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 prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is
adjourned to another 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 at 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.
Section 6. Waiver of Notice of Meetings of Shareholders.
Whenever any notice is required to be given to any shareholder of the
Corporation under the provisions of any statute or under the provisions of the
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any annual or special meeting of the shareholders need be specified in any
written waiver of notice.
Section 7. Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper 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, sixty (60) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (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 such determination of
shareholders, such date in any case to be not more than sixty (60) days and, in
the case of a meeting of shareholders, not less than ten (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 of 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.
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When 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 adjourn ment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting.
All notice and record periods established herein shall be adjusted
where required to conform to any prescribed periods now or hereafter provided
by the Florida General Corporation Act.
Section 8. Shareholder Quorum and Action. A majority of the
outstanding shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless otherwise provided by law.
Section 9. Voting. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 10. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney-in-fact may authorize any other person
or persons to act for him by proxy.
Every proxy must be in writing and must be signed by the shareholder
or his attorney-in-fact. No proxy shall be valid 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.
Section 11. Action by Shareholders Without a Meeting. Any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by the holders 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. Within ten (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 fully summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters' rights are provided 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
provisions of Florida law regarding the rights of dissenting shareholders.
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ARTICLE III. DIRECTORS
Section 1. Powers. Except as otherwise provided by law or by
the Corporation's Articles of Incorporation, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall initially be two. From time to time, the
number of directors may be increased or decreased (if the number of directors
then provided for is more than one) by shareholder action or by resolution of a
majority of the full Board of Directors. Each director shall hold office until
the next Annual Meeting of Shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Florida
or shareholders of the Corporation.
Section 3. Duties of Directors. A director shall perform his
duties as a director, including his duties as a member of any committee of the
Board of Directors upon which he may serve, (a) in good faith, (b) in a manner
he reasonably believes to be in the best interest of the Corporation, and (c)
with such care as an ordinary 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 of Directors upon which he
does not serve, duly designated in accordance with a
provision of the Articles of Incorpora tion or the Bylaws, as
to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning 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 the
Corporation.
Section 4. Election of Directors. At the Annual Meeting of
Shareholders, directors shall be elected by the affirmative vote of the
majority of the shares represented at the
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meeting and entitled to vote for the election of directors. If the election of
directors is not held on the day designated in these Bylaws for any Annual
Meeting of Shareholders, or at any adjournment thereof, the Board of Directors
may cause the election to be held at a special meeting of shareholders
specifically called for that purpose.
Section 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual election of directors. The Board of
Directors may, from time to time, by resolution appoint the time and place,
either within or without the State of Florida, for holding other regular
meetings of the Board, if by it deemed advisable; and such regular meetings
shall thereupon be held at the time and place so appointed, without the giving
of any notice with regard thereto. In case the day appointed for a regular
meeting shall fall upon a Saturday, Sunday or legal holiday in the State of
Florida, such meeting shall be held on the next succeeding day not a Saturday,
Sunday or legal holiday in the State of Florida, at the regularly appointed
hour.
Section 6. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman, the President or any
two directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Florida, as the place for holding any special meeting of the Board of Directors
called by him or them.
Section 7. Notice of Special Meeting. Notice to a director of
any special meeting may be given in writing by mailing the same to the
residence or place of business of the director as shown on the books of the
Corporation not later than three days before the day on which the meeting is to
be held, or may be given by (1) sending the same to him at such place by
telegraph, (2) delivering the same to him personally, (3) leaving the same for
him at his place of business, or (4) giving the same to him by telephone, not
later than the day before such day of meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to
the director at his residence or his place of business with postage thereon
prepaid. If notice be given by telegram or cablegram, such notice shall be
deemed to be delivered when the telegram or cablegram is delivered to the
telegraph company. Except as otherwise provided in the Bylaws or as may be
indicated in the notice thereof, any and all business may be transacted at any
special meeting.
When a special meeting of the Board of Directors is adjourned to
another time and place, no notice of the adjourned meeting need be given if the
time and place to which the meeting is adjourned are announced at the meeting
at which the adjournment is taken.
Section 8. Waiver of Notice. A director may waive the
requirement of notice of a special meeting of the Board of Directors by signing
a waiver of notice either before or after the meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and a
waiver of any and all objections to the place or time of such meeting or the
manner in which it has been called or convened, except when the director
states, at
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the beginning of the 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.
Section 9. Quorum and Action. A majority of the number of
directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
the meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Directors shall be deemed present at a meeting of the Board of
Directors if a conference telephone or similar communications equipment, by
means of which all persons participating in the meeting can hear each other, is
used.
Except as otherwise required by statute, by the Articles of
Incorporation or by these Bylaws, the affirmative vote 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.
Section 10. Presumption of Assent. A director of the Corporation
who is present 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.
Section 11. Action Without a Meeting. Any action required or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors and filed in the minutes of the
proceedings of the Board of Directors.
Section 12. Director Conflicts of Interest. No contract or other
transaction between the Corporation and 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 or because
such director or directors are present at the meeting of the Board of Directors
or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their 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 committee
which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose
without counting votes or consents of such interested
directors; or
(b) The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and
they authorize, approve or ratify such contract or
transaction by vote or written consent; or
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(c) The contract or transaction is fair and reasonable
to the Corporation at the time it is authorized by the Board
of Directors, a committee or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 13. Compensation of Directors. The Board of Directors
may pay each director a stated salary as such or a fixed sum for attendance at
meetings of the Board of Directors or any committee thereof, or both, and may
reimburse each director for his expenses of attendance at each such meeting.
The Board of Directors may also pay to each director rendering services to the
Corporation not ordinarily rendered by directors, as such, special compensation
appropriate to the value of such services, as determined by the Board of
Directors from time to time. None of these payments shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. The Board of Directors may determine the compensation of a director
who is also an officer for service as an officer as well as for service as a
director.
Section 14. Resignations. Any director of the Corporation may
resign at any time either by oral tender of resignation at any meeting of the
Board of Directors or by giving written notice thereof to the Chairman, the
President or the Secretary. Such resignation shall take effect at the time
specified therefor, and unless otherwise specified with respect thereto, the
acceptance of such resignation shall not be necessary to make it effective.
Section 15. Removal. Any director may be removed with or without
cause, at any time, by the affirmative vote of the holders of record of a
majority of the shares then entitled to vote at an election of directors, at a
meeting of the shareholders called for the purpose. The vacancy on the Board of
Directors caused by the removal may be filled by the shareholders or, if the
shareholders fail to do so, by the affirmative vote of a majority of the
remaining directors.
Section 16. 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 hold office only until the next
election of directors by the shareholders.
Section 17. Executive and Other Committees. The Board of
Directors, by resolution adopted by a majority of the 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 the resolution, shall
have and may exercise all the authority of the Board of Directors, except that
no committee shall have the authority to:
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(a) approve or recommend to shareholders actions or
proposals required by law to be approved by shareholders,
(b) designate candidates for the office of director, for
the purpose of proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any
committee of the Board,
(d) amend the Bylaws,
(e) authorize or approve the reacquisition 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 or sale of shares, or any contract for that
purpose, and, in the case of a series, its designation,
pursuant to a general formula or method specified by the
Board of Directors, by resolution or by adoption of a stock
option or other plan may authorize a committee to fix the
terms of any contract for the sale of the shares and to fix
the terms upon which these shares may be issued or sold,
including, without limitation, the price, the rate or manner
of payment of dividends, provisions for redemption, sinking
fund, conversion, voting or preferential rights, and
provisions for other features of a class of shares, or a
series of a class of shares, with full power in the committee
to adopt any final resolution setting forth all its terms and
to authorize the 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 the committee.
ARTICLE IV. OFFICERS
Section 1. Officers. The officers of the Corporation shall
include a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers, 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.
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Section 2. Election and Term of Office. As far as practicable,
the officers of the Corporation shall be elected at the regular meeting of the
Board of Directors following the annual election of directors. If the election
of officers is not held at such meeting, the election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until the
regular meeting of the Board of Directors following the annual election of
directors in the next subsequent year and until his successor shall have been
duly elected and shall have qualified, or until his earlier resignation,
removal from office or both.
Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but the removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because of
resignation, removal, death or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5. Chairman. The Chairman shall preside, when
available, at all meetings of the shareholders and the Board of Directors. He
shall have general executive powers as well as the specific powers conferred by
these Bylaws and he shall also have and may exercise such further powers and
duties as from time to time may be conferred upon or as signed to him by the
Board of Directors.
Section 6. President. The President shall be the chief
executive officer of the Corporation and, under the direction of the Board of
Directors, shall have general responsibility for the management and direction
of the business, properties and affairs of the Corporation. He shall have
general executive powers, including all powers required by law to be exercised
by a president of a corporation as such, as well as the specific powers
conferred by these Bylaws or by the Board of Directors.
Section 7. Vice President. In the absence of the President or
in the event of his death, inability or refusal to act, the Vice President, if
one has been appointed or elected by the Board of Directors (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated at the time of their appointment or election, or in the absence of
any designation, then in the order of their appointment or election), shall
perform the duties of the President and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
Each Vice President shall have general executive powers as well as the
specified powers conferred by these Bylaws. He shall also have such further
powers and duties as may from time to time be conferred upon, or assigned to,
him by the Board of Directors or the President.
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Section 8. Secretary. The Secretary shall (a) keep the minutes
of the proceedings of the Board of Directors and the shareholders in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) be
the registrar of the Corporation and keep a register of the post office
addresses of all shareholders which shall be furnished to the Secretary by the
shareholders; (e) have general charge of the stock transfer books of the
Corporation; and (f) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors.
Section 9. Treasurer. The Treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors may elect; and (c) in general perform all of the duties as from
time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
Section 10. 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 such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors. The certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
corporate seal or a facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. No certificate shall be issued for any share until such share is
fully paid.
Section 2. Transfer of Shares. The Corporation or its duly
authorized agent shall register a certificate for shares presented to it for
transfer if (1) the certificate is indorsed by the appropriate person or
persons, (2) reasonable assurance is given that those endorsements are genuine
and effective, (3) the Corporation or its duly authorized agent has no duty to
inquire into adverse claims or has discharged any such duty, (4) any
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applicable law relating to the collection of taxes has been complied with and
(5) the transfer is in fact rightful or is to a purchaser for a value in good
faith and without notice of any adverse claim. The new certificate or
certificates shall be issued only upon surrender of the old certificate, which
shall be cancelled upon the issuance of the new certificate or certificates.
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.
Section 3. Lost, Destroyed or Wrongfully Taken Stock
Certificates. The Corporation or its duly authorized agent shall issue a new
certificate of shares in the place of any certificate previously issued if the
owner of that certificate (1) claims by affidavit that it has been lost,
destroyed or wrongfully taken; (2) requests the issuance of a new certificate
before the Corporation or its duly authorized agent has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (3) files with the Corporation or its duly
authorized agent a sufficient indemnity bond; and (4) satisfies any other
reasonable requirements imposed by the Corporation or its duly authorized
agent.
ARTICLE VI. BOOKS, RECORDS AND REPORTS
Section 1. Books and Records. The Corporation shall keep
correct and complete books and records of accounts and shall keep minutes of
the proceedings of its Board of Directors and shareholders. The Corporation
shall also keep, at its registered office, a record of its shareholders, giving
names and addresses of all shareholders and the number of shares held by each.
Section 2. Shareholders' Inspection Rights. Any person who
shall have been a holder of record of one-quarter (1/4) of one percent (1%) of
the Corporation's outstanding shares at least six (6) months immediately
preceding his demand or shall be the holder of record of at least five percent
(5%) 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 or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
Section 3. Annual Reports. The Corporation shall file with the
Department of State of the State of Florida, on or after January 1 and on or
before July 1 of each year, a sworn report, on such forms and containing such
information as the Department of State may prescribe. Similar reports shall be
filed as required by law in those jurisdictions other than the State of Florida
where the Corporation may be authorized to transact business.
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ARTICLE VII. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors upon consultation with the
Corporation's accountants.
Section 2. Dividends. The Board of Directors may, from time to
time, declare and the Corporation may pay dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law and the
Articles of Incorporation.
Section 3. Corporate Seal. 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 and the state of incorporation.
Section 4. Execution of Instruments. All bills, notes, checks,
other instruments for the payment of money, agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted on behalf of the Corporation by the President, any Vice President, the
Secretary or the Treasurer. Any such instruments may also be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the Corporation in
such other manner and by such other officers, employees or agents of the
Corporation as the Board of Directors may from time to time direct.
ARTICLE VIII. INDEMNIFICATION
The following shall be the indemnification policy of the Corporation:
(a) The Corporation shall have power to indemnify any
person who was or is a party to any proceeding (other than an
action by, or in the right of, the Corporation) by reason of
the fact that he is or was a director, officer, employee, or
agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee, or agent
of another corpo ration, partnership, joint venture, trust,
or other enterprise against liability incurred in connection
with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner which he 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 reasonable cause to believe that his conduct
was unlawful. The termination of any 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 he reasonably believed to be in, or not
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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.
(b) The Corporation shall have power to indemnify any
person who was or is a party to any proceeding, by or in the
right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses and
amounts paid in settlement not exceeding, in the judgment of
the Board of Directors, the estimated expense of litigating
the proceeding to conclusion actually and reasonably incurred
in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in
good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made under this
subsection (b) in respect of any claim, issue, or matter as
to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such
proceeding was brought or any other court of competent
jurisdiction shall determine upon application that, despite
the adjudication of liability but in view of all
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c) To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in
subsection (a) or subsection (b), or in defense of any claim,
issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsection (a) or
subsection (b), 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 indemnification
of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in subsection (a) or subsection (b). Such
determination shall be made by:
(i) The Board of Directors by a majority vote
of a quorum consisting of directors who were not
parties to such proceeding or by the shareholders by
a majority vote of a quorum consisting of
shareholders who were not parties to such action,
suit, or proceeding;
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(ii) If such a quorum is not obtainable or, even
if obtainable, by majority vote of a committee duly
designated by the Board of Directors (in which
directors who are parties may participate) consist
ing solely of two or more directors at the time
parties to the proceeding;
(iii) By independent legal counsel:
(A) Selected by the Board of Directors
prescribed in paragraph (i) or the
committee described in paragraph (ii); or
(B) If a quorum of the directors
cannot be obtained for paragraph (i) and
the committee cannot be designated under
paragraph (ii), selected by majority vote
of the full Board of Directors (in which
Directors who are parties may participate);
or
(iv) By the shareholders by a majority vote of a
quorum consisting of shareholders who were not
parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who
were not parties to such proceeding.
(e) Evaluation of the reasonableness of expenses and
authorization of indemnification shall be made in the same
manner as the determination that indemnification is
permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by
subparagraph (d)(iii)(A) shall evaluate the reasonableness of
expenses and may authorize indemnification. Expenses incurred
by an officer or director in defending a civil or criminal
proceeding may be paid by the Corporation in advance of the
final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to
repay such amount if he is ultimately found not to be
entitled to indemnification by the Corporation pursuant to
this section. Expenses incurred by other employees and agents
may be paid in advance upon such terms or conditions that the
Board of Directors deems appropriate.
(f) The indemnification and advancement of such expenses
provided pursuant to the foregoing are not exclusive and the
Corporation shall have the power to make any other or further
indemnification or advancement of expenses on behalf of the
persons herein described, in the manner and consistent with
the provisions of the Florida General Corporation Act.
(g) Indemnification and advancement of expenses as
provided in this Article shall continue, unless otherwise
provided when authorized or ratified,
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as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
(h) For purposes of this Article, the term "Corporation"
includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or
agent of a constituent corporation, or is or was serving at
the request of a constituent corporation as a director,
officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in
the same position under this section with respect to the
resulting or surviving corporation as he would have been with
respect to such constituent corporation if its separate
existence had continued. For purposes of this Article, the
term "other enterprises" includes employee benefit plans; the
term "expenses" includes counsel fees, including those for
appeal; the term "liability" includes obligations to pay a
judgment, settlement, penalty, fine (including an excise tax
assessed with respect to any employee benefit plan), and
expenses actually and reasonably incurred with respect to a
proceeding; the term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal; the term
"agent" includes a volunteer; and the term "serving at the
request of the corporation" includes any service as a
director, officer, employee, or agent of the corporation that
imposes duties on such persons, including duties relating to
an employee benefit plan and its participants or
beneficiaries; and the term "not opposed to the best interest
of the corporation" describes the actions of a person who
acts in good faith and in a manner he reasonably believes to
be in the best interests of the participants and
beneficiaries of an employee benefit plan.
(i) The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.
(j) If any expenses or other amounts are paid by way of
indemnification otherwise than by court order or action by
the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation
shall, not later than the time of delivery to shareholders,
unless such meeting is held within three (3) months from the
date of such payment, and, in any
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event, within fifteen (15) months from the date of such
payment, deliver either personally or by mail to each
shareholder of record at the time entitled to vote for the
election of directors a statement specifying the persons
paid, the amounts paid, and the nature and status at the time
of such payment of the litigation or threatened litigation.
ARTICLE IX. AMENDMENTS
These Bylaws or any provisions thereof may be amended, altered, or
repealed in any particular, and new Bylaws or provisions, not inconsistent with
any provision of the Articles of Incorporation or any provisions of law, may be
adopted by the Board of Directors, at any meeting thereof, by the affirmative
vote of a majority of the whole number of directors, or by the shareholders of
the Corporation at any meeting of the shareholders, provided, however, that the
shareholders may prescribe in any Bylaw made by them that such Bylaw shall not
be altered, amended or repealed by the Board of Directors.
Adopted by the Board of Directors on January 21, 2002.
/s/ Ronald R. Shenkin
-------------------------------------------
RONALD R. SHENKIN
/s/ John Kurz
-------------------------------------------
JOHN KURZ
Constituting all of the members of the
Board of Directors of R J LENDING, INC.
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