EXHIBIT 3.01
AMENDED AND RESTATED BY-LAWS
OF
THE ST. JOE COMPANY
ARTICLE I - SHARES
1. Certificates for Shares. The shares of the Company shall be
certificated. Certificates shall be signed by the Chairman or the President and
the Secretary of the Company and may be sealed with the seal of the Company or
a facsimile thereof. The signatures of the officers of the Company upon a
certificate may be facsimiles if the certificate is countersigned by the
transfer agent and registrar, provided that the Company is not the transfer
agent and registrar.
2. Transfer of Shares. Transfers of shares of stock shall be
made only on the books of the Company, in person or by attorney, upon surrender
of the certificate evidencing the shares sought to be transferred, properly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer. The certificate so surrendered shall be canceled as and
when the new certificate or certificates are issued.
ARTICLE II - SHAREHOLDERS
1. Annual Meeting.
(a) The Annual Meeting of the Shareholders of this
Company shall be held each year in May. The Board of Directors shall designate
the time and place of each Annual Meeting.
(b) The only business that may be brought before the
Annual Meeting is (i) business described in the Notice of Annual Meeting; (ii)
other business that the
Board brings before the meeting; and (iii) business that an eligible
Shareholder brings before the meeting in compliance with this Section.
(c) A Shareholder may bring business before an Annual
Meeting only if the Shareholder (i) gives the notice required by this Section;
and (ii) is a Shareholder of record both on the date the notice is given and on
the record date for determining Shareholders entitled to vote at the Annual
Meeting at which the Shareholder intends to bring the business before the
Shareholders.
(d) An eligible Shareholder may bring business before an
Annual Meeting only if the Shareholder gives notice of intent to bring the
business before the meeting to the Secretary. The notice must be (i) in
writing; (ii) delivered or mailed to the Secretary at the principal executive
office of the Company; (iii) timely; and (iv) in proper form.
(e) A notice of intent is timely if it is actually
received at the Secretary's office not less than 120 days nor more than 150
days before the anniversary of the date of the Notice of Annual Meeting and
Proxy Statement for the immediately preceding year. If an Annual Meeting is
called for a date that is more than 30 days before or after the anniversary
date of the previous Annual Meeting, the notice of intent must be received not
more than 10 business days after (i) the date of the Company's Notice of the
Annual Meeting; or (ii) the date the Company publicly discloses the date of
that Annual Meeting, whichever is first.
(f) A notice of intent is in proper form only if it
states, with respect to each item of business that the Shareholder proposes to
bring before the meeting:
(i) the Shareholder's name and address of
record;
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(ii) the number of shares of the Company's stock
the Shareholder owns beneficially and of record as of the date of the
notice; and
(iii) all other information relating to the
Shareholder that the Company would be required to disclose pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated under it.
(g) The Chairman may declare any item of business a Shareholder
seeks to bring before an Annual Meeting out of order if the Shareholder has not
complied with the provisions of this Section, or applicable law.
2. Special Meetings. Special meetings of the Shareholders may be
called at any time by resolution of the Board of Directors. Special meetings
shall be called for any purpose upon written request by holders of record of at
least 30% of the Company's issued and outstanding stock both on the date the
Special Meeting is requested and on the record date for determining
Shareholders entitled to vote at a Special Meeting. Special Meetings may be
held at any place in or out of the State of Florida. The only business that may
be conducted at a Special Meeting of Shareholders is business described in the
notice of the meeting.
3. Notice of Meeting. Notice of Shareholders' meetings of the
Company shall be in writing and signed by the Chairman, the President or a
Senior Vice President or a Vice President or the Secretary or an Assistant
Secretary of the Company. Such notice shall state the purpose or purposes for
which the meeting is called; and the time and place where it is to be held. A
copy of such notice shall be served upon or mailed to each Shareholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting. If mailed, it shall be directed to the
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Shareholder at his or her address as it appears upon the records of the
Company. Notice duly served upon or mailed to a Shareholder in accordance with
the provisions of this by-law shall be deemed sufficient, and in the event of
the transfer of his or her stock after such service and prior to the holding of
the meeting, it shall not be necessary to serve notice of the meeting upon the
transferee. Any meeting of Shareholders may be held either within or without
the State of Florida. Any Shareholder may waive notice of any meeting either
before, at or after the meeting.
4. Quorum. A quorum at any meeting of the Shareholders shall
consist of a majority of the stock of the Company represented in person or by
proxy, and a majority of such quorum shall decide any question that may
properly come before the meeting.
5. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the shareholders may be taken without a meeting,
without prior notice, and without a vote if the action is taken by the holders
of a majority of the Company's issued and outstanding stock or such other
percentage as may be required by applicable law. In order to be effective, the
action must be evidenced by one or more written consents describing the action
taken, dated and signed by approving shareholders having the requisite number
of votes, and delivered to the Secretary at the Company's principal office in
Florida. No written consent shall be effective to take corporate action unless,
within sixty (60) days of the date of the earliest dated consent delivered in
the manner required by this section, written consents signed by the number of
holders required to take action are delivered to the Company. Any written
consent may be revoked before the date that the Company receives the required
number of consents to authorize the proposed action. Within ten (10) days after
obtaining authorization by written consent,
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notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action.
ARTICLE III - DIRECTORS
1. General Powers; Number. The business and property of the
Company shall be managed under the direction of a Board of not less than nine
nor more than fifteen Directors, the number to be determined by the Board of
Directors of the Company. The Board of Directors shall have full control over
the affairs of the Company and shall be authorized to exercise all of its
corporate powers unless otherwise provided in these by-laws. The Directors
shall be elected at the Annual Meeting of the Shareholders by a plurality of
the votes cast at such election, for the term of one year, and shall serve
until the election and acceptance of their duly qualified successors.
2. Vacancies. Vacancies in the Board of Directors shall be
filled by majority vote of the remaining Directors. A majority of the full
Board between Annual Meetings may increase the number of Directors and elect
Directors to the Board. Any additional service by a Director elected in this
manner shall be subject to election at the next annual meeting of Shareholders.
3. Chairman of the Board. A Chairman of the Board of Directors
shall be selected, who shall be considered an officer of the Company.
4. Regular Meeting. A regular meeting of the Board of Directors
shall be held immediately upon adjournment of the Annual Meeting of the
Shareholders each year at the place where the Annual Meeting of the
Shareholders is held that year.
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5. Special Meetings. Special meetings of the Board of Directors
may be held in or out of the State of Florida, and can be called at any time or
place by the Chairman of the Board of Directors or by any three members of the
Board. Notice of the meeting, stating a place, date, and hour, shall be given
to each Director by mail not less than three days before the date of the
meeting. Alternatively, notice may be given personally to each Director or by
telephone, telegram, facsimile, telecopy, fax, or similar means of
communication not less than twenty-four hours before the date of the meeting.
Emergency meetings may be convened on such shorter notice as the Chairman or
Board members calling the meeting deem necessary and appropriate under the
circumstances. A special meeting may be held at any time or place without
notice by unanimous written consent of all Directors or the presence of all
Directors at such meeting.
6. Committees of the Board. The Board of Directors, by
resolution adopted by a majority of the full Board, may establish from among
its members one or more committees. As allowed by general law and as provided
in the resolution establishing the committee, each committee shall have and may
exercise the powers and authority delegated to it by the Board of Directors to
manage the business affairs of the Company.
Each committee must have three or more members who will serve at the
pleasure of the Board of Directors. The Board, by resolution, may also
designate one or more Directors as alternate members of any committee.
The Board of Directors shall prescribe the manner in which committee
proceedings shall be conducted. Unless the Board otherwise provides, regular
and special meetings and other actions of any committee shall be governed by
the provisions of these by-laws applicable to meetings and actions of the Board
of Directors. Each
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committee shall keep minutes of meetings, copies of which shall be furnished to
all Directors. Each committee shall report all actions to the Board of
Directors.
7. Quorum. A quorum at any meeting shall consist of a majority
of the Board. A majority of such quorum shall decide any questions that may
come before the meeting. If at any meeting less than a quorum is present, the
Directors present, or a majority of them, may adjourn the meeting to another
time and/or place.
8. Indemnification of Directors and Officers. The Company shall
indemnify and reimburse and advance expenses for any Director and officer, and
for any Director and officer of another corporation, partnership, joint
venture, trust or other enterprise serving at the request of the Company,
whether or not then in office, and his or her executor, administrator and
heirs, and may indemnify and reimburse and advance expenses to employees and
agents of the Company, against all reasonable expenses actually and necessarily
incurred, including but not limited to, judgments, costs and counsel fees in
connection with the defense of any litigation, civil or administrative action,
suit or proceeding, to which he or she may have been made a party because he or
she is or was a Director, officer, employee or agent of the Company or he or
she was serving at the request of the Company as a Director or officer of
another corporation, partnership, joint venture, trust or other enterprise.
9. Meetings by Means of Conference Telephone Call or Similar
Communications Equipment. Meetings of the Board of Directors or committees of
the Board may be held by means of a telephone conference call or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by such means constitutes presence
by such person at a meeting.
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10. Nomination of Directors.
(a) A person is eligible to be elected to the Board of
Directors only if the person is nominated as provided in this Section.
(b) A person may be nominated at any Annual Meeting of
Shareholders, or at any Special Meeting of Shareholders called for the purpose
of electing directors.
(c) A person may only be nominated (i) by the Board of
Directors; or (ii) by a Shareholder (A) who has given the notice required by
this Section; and (B) who is a shareholder of record both on the date the
notice is given and on the record date for determining Shareholders entitled to
vote at the meeting at which the Shareholder will make the nomination.
(d) A Shareholder may make a nomination only if the
Shareholder gives notice of intent to make a nomination to the Secretary. The
notice must be (i) in writing; (ii) delivered or mailed to the Secretary at the
principal executive office of the Company; (iii) timely; and (iv) in proper
form.
(e) A notice of intent is timely only if it is actually
received at the Secretary's office within the applicable time specified below:
(i) If the Shareholder intends to make a
nomination at an Annual Meeting of Shareholders, the notice
of intent must be received not less than 90 days before the
anniversary of the date of the Notice of the Annual Meeting
and Proxy Statement for the immediately preceding year. If an
Annual Meeting is called for a date that is more than 30 days
before
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or after the anniversary date of the previous Annual Meeting,
the notice of intent must be received not more than 10
business days after (A) the date of the Notice of the Annual
Meeting, or (B) the date the Company publicly discloses the
date of that Annual Meeting, whichever is first.
(ii) If the Shareholder intends to make a
nomination at a Special Meeting of Shareholders called for
the purpose of electing directors, the notice of intent must
be received not more than 10 days after the date on which the
Company mails notice of the Special Meeting to Shareholders
or the date the Company publicly disclosed the date of the
Special Meeting of Shareholders, whichever is first.
(f) A notice of intent is in proper form only if it
(i) states as to the Shareholder giving the
notice:
(A) the Shareholder's name and address
of record;
(B) the number of shares of the
Company's stock the Shareholder owns beneficially
and of record as of the date of the notice;
(C) a description of all arrangements
or understandings between the Shareholder and each
proposed nominee and with any other person or
persons (including their names) under which the
Shareholder is acting in making the nomination;
(D) a representation that the
Shareholder intends to appear in person at the
meeting to nominate the persons named in the notice;
and
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(E) all other information relating to
the Shareholder that the Company would be required
to disclose in a proxy statement or other filing
required in soliciting proxies for election of
directors under Section 14 of the Exchange Act and
the rules and regulations promulgated under it; and
(ii) states as to each person whom the
Shareholder proposes to nominate for election as a director:
(A) the person's name, age, business
address and residence address;
(B) the person's principal occupation
or employment;
(C) the number of shares of the
Company's stock the person owns beneficially and of
record on the date of the notice; and
(D) all other information about the
person that the Company would be required to
disclose in a proxy statement or other filing in
soliciting proxies for election of directors under
Section 14 of the Exchange Act, and the rules and
regulations promulgated under it.
(g) A nomination is not valid unless it is made in
accordance with the foregoing procedures.
ARTICLE IV - OFFICERS
1. Officers. The officers of the Company shall be a Chairman of
the Board of Directors and Chief Executive Officer, a President and Chief
Operating Officer, one or
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more Senior Vice Presidents and Vice Presidents, a Secretary and one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, and a
Controller. Any person may hold two or more offices except that the Chairman of
the Board of Directors shall not be also the Secretary or an Assistant
Secretary of the Company. The Board of Directors shall appoint all officers of
the Company, and shall approve the compensation of the Chairman and Chief
Executive Officer, President and Senior Vice Presidents of the Company. The
Chairman and Chief Executive Officer shall have the authority to appoint all
officers of the Company's subsidiaries.
2. Chairman and Chief Executive Officer. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Company, and
subject to the control of the Board of Directors, shall supervise, control and
manage all the business affairs of the Company. The Chairman shall preside at
all meetings of the Shareholders and the Board of Directors. In addition, the
Chairman shall possess and may exercise the powers and authority, and perform
the duties that are assigned to him or her by the Board of Directors. The
Chairman may delegate any of his or her powers to any other officer of the
Company, subject to the Chairman's overall supervision and responsibility.
3. President. The President shall report and be responsible to
the Chairman of the Board of Directors. The President shall have the powers and
perform the duties that are assigned or delegated to him or her by the Board of
Directors or the Chairman. During the absence or disability of the Chairman, or
at the request of the Chairman, the President shall perform the duties and
exercise the powers of the Chairman. In the absence or disability of both the
Chairman and the President, the Senior Vice President or Vice President
designated by the Chairman, or if no one is designated
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by the Chairman, the Senior Vice President or Vice President designated by the
Board of Directors shall perform the duties and exercise the powers of the
Chairman.
4. Senior Vice President and Vice Presidents. Senior Vice
Presidents and Vice Presidents shall have the powers and perform the duties
that are assigned or delegated to them by the Board of Directors or the
Chairman.
5. Secretary. The Secretary shall keep the minutes of all
meetings; shall have charge of the seal and the corporate books; shall execute
with the President, Senior Vice President or Vice President such instruments as
require such signatures; and shall make such reports and perform such other
duties as are incident to his or her office, or are properly required of him or
her by the Board of Directors. The Chairman may appoint one or more Assistant
Secretaries, and in the absence, disqualification or disability of the
Secretary, any such Assistant Secretary shall exercise the functions of the
Secretary.
6. Treasurer. The Treasurer shall have the custody of all moneys
and securities of the Company and shall keep regular books of account under the
direction of the Board of Directors or the Chairman. He or she shall deposit
all funds and moneys of the Company in banks to be designated by the Board of
Directors or the Chairman, and shall perform such other duties as may be
required of him or her by the Board of Directors or the Chairman. The Board of
Directors may appoint one or more Assistant Treasurers, and in the absence,
disqualification or disability of the Treasurer, or at his or her direction,
any such Assistant Treasurer shall exercise the functions of the Treasurer.
7. Controller. The Controller shall maintain adequate records of
all assets, liabilities, and transactions of the Company, shall see that
adequate audits thereof are currently and regularly made, and, in conjunction
with other officers and department
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heads, shall initiate and enforce measures and procedures whereby the business
of the Company shall be conducted with the maximum safety, efficiency, and
economy. He or she shall attend such meetings of the Directors and Shareholders
of the Company and shall make such reports to the Chairman, the President and
the Board of Directors as the Chairman, the President or the Board of Directors
may prescribe, and shall perform such other duties as may be required of him or
her by the Board of Directors or Chairman.
8. Removal of Officers. Any officer of the Company may
be removed from his or her respective office or position at any time, with or
without cause, by the Chairman or the Board of Directors. The Chairman may be
removed, with or without cause, by the Board of Directors.
9. Other Officers and Employees. Each officer and
employee of the Company shall possess and may exercise authority, and shall
perform duties that are assigned to him or her by the Board of Directors or the
Chairman and Chief Executive Officer.
ARTICLE V - GENERAL PROVISIONS
1. Dividends. Dividends shall be declared only at such
times and in such amounts as the Board of Directors shall direct.
2. Seal. The corporate seal of the Company shall
consist of two concentric circles, between which is the following: "THE ST. JOE
COMPANY", and in the center shall be inscribed "Seal - Incorporated 1936."
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ARTICLE VI - AMENDMENTS
1. Amendments. These by-laws may be amended or repealed and new
by-laws adopted at any meeting of the Board of Directors by a majority vote.
The fact that the power to amend or repeal the by-laws has been conferred upon
the Board of Directors shall not divest the Shareholders of the same power.
Adopted by the Board of Directors this 5th day of December, 2000.
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