EXHIBIT 3.36
BY-LAWS
OF
ABBOTT REALTY SERVICES, INC.
ARTICLE I
OFFICES
Section 1. The registered office of the corporation in the State of
Florida shall be located in the City of Ft. Walton Beach, County of Okaloosa.
The corporation may have such other offices, either within or without the State
of Florida as the Board of Directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting: The annual meeting of the shareholders of
this corporation shall be held the 1st day of April of each year. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of the shareholders. Business
transacted at the annual meeting shall include the election of directors of the
corporation.
Section 2. Special Meetings: Special meetings of the shareholders shall
be held when directed by the President, the Board of Directors, or when
requested in writing by the holders of not less than ten percent of all the
shares entitled to vote at the meeting. A meeting requested by shareholders
shall be called for a date not less than ten nor more than sixty 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.
Section 3. Place: Meetings of shareholders may be held within or
without the State of Florida. If no designation is made, the place of the
meeting shall be the registered office of the corporation.
Section 4. Notice: 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 nor more that
sixty 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 persons
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.
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Section 5. Notice of Adjourned Meetings: When a meeting is adjourned to
another place or time, it shall not be necessary to give any notice of the
adjourned meeting if the place and time 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. 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
of record on the new record date entitled to vote at such meeting.
Section 6. Closing of Transfer Books and Fixing 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 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, sixty
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 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 for any determination of shareholders, such
date in any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten 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 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.
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 adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record: The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meetings or any adjournment thereof, with the address
of and the number and class and series, if any, of shares held by each. The
list, for a period of ten days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or registrar of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements
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are complied with. If no such demand is made, failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting.
Section 8. Shareholder Quorum and Voting: A majority of the shares
entitled to vote represented in person or by proxy shall constitute a quorum at
a meeting of shareholders. When a specified item of business is required to be
voted on by a class or series shall constitute a quorum for the transaction of
such item of business by that class or series.
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.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 9. Voting of shares: Each shareholder entitled to vote in
accordance with the terms and provisions of the Articles of Incorporation and
these Bylaws, shall be entitled to one vote for each share of stock owned by
such shareholder. Upon the demand of any shareholder, the vote for directors
shall be by ballot. All other requirements as to voting, voting trusts and
shareholders' agreements shall be in accordance with the laws of the State of
Florida.
Section 10. Proxies: Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' 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.
No proxy shall be valid after the expiration of eleven 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 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 of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
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 prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
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Section 11. Action by Shareholders Without a Meeting: Any action
required by law, these by-laws, or the 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 or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, if 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. If any class
of shares is entitled to vote thereon as a class, such written consent shall be
required of the holders of a 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 ten 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 dissenters rights are provided under this act, 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 further provisions of this act
regarding the rights of dissenting shareholders.
ARTICLE III
DIRECTORS
Section 1. Function: All corporate powers shall be exercised by or
under the authority of, and the business and affairs of this corporation shall
be managed under the direction of the Board of Directors.
Section 2. Qualification: Directors need not be residents or this state
or shareholders of this corporation.
Section 3. Compensation: The Board of Directors shall have authority to
fix the compensation of directors.
Section 4. Duties of Directors: A Director shall perform his duties as
a 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 interests of the corporation, 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
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(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the by-laws, 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 5. Presumption of Assent: A director of the corporation who is
present at a meeting of its 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 6. Number: This corporation shall be managed by a board of at
least (1) director(s). The number of directors may be increased or decreased
from time to time by amendment to these by-laws, but no decrease shall have the
effect of shortening the terms of an incumbent director.
Section 7. Election & Term: At the first annual meeting of shareholders
and at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting, or until a successor shall
have been elected and qualified or until the earlier resignation, removal from
office or death.
Section 8. 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. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
Section 9. Removal of Directors: At a meeting of shareholders called
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.
Section 10. Quorum & Voting: A majority of the number of directors
fixed by these by-laws 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.
Section 11. Executive & Other Committees: The Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among
its members, an executive committee and other committees, and each such
committee shall serve at the pleasure of the Board with the authority contained
in the Florida Statutes. The Board, by resolution, may
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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.
Section 12. Regular Meetings: A regular meeting of the Directors shall
be held without other notice than this by-law, immediately after and at the same
place as the annual meeting of the shareholders.
Section 13. Special Meetings: Special Meetings of the Directors may be
called by the President or by any two directors. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them. 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.
Section 14. Notice: Written notice of the time and place of Special
Meetings of Directors shall be given to each director either by personal
delivery or by mail, telegram or cablegram at least two days before the meeting.
Notice 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 meeting shall
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened, The business to
be transacted at or the purpose of any special meeting of the directors shall be
specified in the written waiver of notice.
Section 15. Action Without a Meeting: Any action required to be taken
at a meeting of the directors of a corporation, or any action which maybe taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as 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
Section 1. Officers: The officers of this corporation shall consist of
a president, secretary and treasurer, 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 directors
shall elect officers of the corporation annually at the meeting of the directors
held after each annual meeting of the shareholders. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death, resignation, or until he shall have been removed in the
manner provided herein.
Section 2. Duties of Officers: The officers of this corporation shall
have the following duties:
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THE PRESIDENT shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
THE SECRETARY shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders 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.
THE TREASURER shall have custody of the corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of the shareholders 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.
Section 3. Removal: Any officer or agent elected or appointed by the
Directors whenever in their judgment the best interest of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any of the person so removed.
ARTICLE V
CERTIFICATES FOR SHARES
Section 1. Issuance: Every holder of shares in this corporation shall
be 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.
Section 2. Form: Certificates representing shares of the corporation
shall be signed by the President and Secretary or by such other officers
authorized by the Directors under the laws of the State of Florida, and may be
sealed with the seal of the corporation or a facsimile thereof. All certificates
shall be consecutively numbered or otherwise identified. All certificates
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 issued; the number and class of shares and
designation of series, if any, which such certificate represents; the par value
of each share represented by such certificate or a statement that the shares are
without par value.
Section 3. Lost, Stolen or Destroyed Certificates: The corporation
shall issue a new stock certificate in place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
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Section 4. Transfer of Shares: Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be kept at
its principal office.
The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
ARTICLE VI
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, directors
and committees of directors upon the terms and conditions provided, by law.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares upon the terms and conditions provided
by law.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of April
in each year.
ARTICLE IX
CORPORATE SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, state of
incorporation, year of incorporation and the words, "corporate seal."
ARTICLE X
AMENDMENT
These by-laws may be repealed or amended, and new by-laws adopted by
either the Directors of the shareholders, but the Directors may not amend or
repeal any by-law adopted by shareholders if the shareholders specifically
provide such by-law not subject to amendment or repeal by the directors.
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