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EXHIBIT 3.2 The Ryder System, Inc. By-Laws, as amended through
November 23, 1993.
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TABLE OF CONTENTS
Page
ARTICLE I Name 1
ARTICLE II Offices 1
ARTICLE III Corporate Seal 1
ARTICLE IV Stockholders 2
ARTICLE V Directors 6
ARTICLE VI Officers 11
ARTICLE VII Stock Certificates 14
ARTICLE VIII Depositories and Checks 15
ARTICLE IX Fiscal Year 15
ARTICLE X Dividends 16
ARTICLE XI Waiver of Notice 16
ARTICLE XII Indemnification of Officers,
Directors, Employees and Agents 16
ARTICLE XIII By-Law Amendment 19
ARTICLE XIV Continuing Effect of
By-Law Provisions 19
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BY-LAWS
OF
RYDER SYSTEM, INC.
ARTICLE I
Name
The name of this Corporation is RYDER SYSTEM, INC.
ARTICLE II
Offices
Section 1. Principal Florida Office
The principal office of the Corporation in the State of Florida
shall be in Miami, Dade County, Florida.
Section 2. Other Offices
The Corporation may also have offices in such other places, both
within and without the State of Florida, as the Board of Directors or the
Chairman of the Board may from time to time designate or as the business of
the Corporation may require. The registered office of the Corporation,
required by applicable law to be maintained in the State of Florida may be,
but need not be, identical with the Corporation's principal office in the
State of Florida, and the address of the registered office may be changed
from time to time by the Board of Directors or the Chairman of the Board.
ARTICLE III
Corporate Seal
The corporate seal shall be circular in form and have inscribed
thereon the following: "Ryder System, Inc., Incorporated Florida 1955".
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ARTICLE IV
Stockholders
Section 1. Meetings of Stockholders
a. Annual Meeting
The annual meeting of stockholders of the Corporation shall be
held at such time and place, within or without the State of Florida, as may be
designated by the Board of Directors, at which meeting, in accordance with the
Restated Articles of Incorporation and these By-Laws, the stockholders shall
elect members of the Board of Directors and transact such other business as
lawfully may come before it.
b. Special Meetings
(1) Special meetings of the stockholders may be called by the
holders of not less than one-tenth of all the shares outstanding and entitled
to vote at such meeting or by the Board of Directors; and such meetings shall
be held at such time and place, within or without the State of Florida, as may
be designated by the Board of Directors.
(2) Before a stockholder may request or demand that a special
meeting of the stockholders be held for any purpose, the following procedure
must be satisfied:
(A) Any stockholder seeking to request or demand, or
to have the stockholders request or demand, a special meeting shall first, by
written notice to the Secretary of the Corporation, request the Board of
Directors to fix a record date, pursuant to Section 3.b. of Article V of these
By-Laws, for the purpose of determining the stockholders entitled to request
the special meeting. The Board of Directors shall promptly, but in all events
within 10 days after the date upon which such a request is received, fix such a
record date. Every request to fix a record date for determining the
stockholders entitled to request a special meeting shall be in writing and
shall set forth the purpose or purposes for which the special meeting is
requested, the name and address, as they appear in the Corporation's books, of
each stockholder making the request and the class and number of shares of the
Corporation which are owned of record by each such stockholder, and shall bear
the signature and date of signature of each such stockholder.
In the event of the delivery to the Corporation
of any request(s) or demand(s) by stockholders with respect to a special
meeting, and/or any related revocation or revocations, the Corporation shall
engage nationally recognized independent inspectors of elections for the
purpose of performing a prompt ministerial review of the validity of the
request(s), demand(s) and/or revocation(s).
(B) No request or demand with respect to calling a
special meeting of stockholders shall constitute a valid and effective
stockholder request or demand for a special meeting (i) unless (A) within 60
days of the record date established in accordance with subsection b(2)(A) of
this Section, written requests or demands signed by stockholders of record
representing a sufficient number of shares as of such record date to request or
demand a special
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meeting pursuant to subsection b(1) of this Section are delivered to the
Secretary of the Corporation and (B) each request or demand is made in
accordance with and contains the information required by Section 5.b(2) of
this Article IV and (ii) until such date as the independent inspectors
engaged in accordance with this subsection b(2) certify to the Corporation
that the requests or demands delivered to the Corporation in accordance
with clause (i) of this subsection b(2)(B) represent at least the minimum
number of shares that would be necessary to request such a meeting pursuant
to subsection b(1) of this Section.
(3) If the Corporation determines that a stockholder
or stockholders have satisfied the notice, information and other
requirements specified in subsection b(2)(B)(i) of this Section, then the
Board of Directors shall adopt a resolution calling a special meeting of
the stockholders and fixing a record date, pursuant to Section 3.b. of
Article V, for the purpose of determining the stockholders entitled to
notice of and to vote at such special meeting. Notice of such special
meeting shall be provided in accordance with Section 1.c. of this Article
IV, provided that such notice shall be given within 60 days (or such longer
period as from time to time may be permitted by law) after the date the
request(s) or demand(s) for such special meeting is(are) delivered to the
Corporation in accordance with subsection b(2)(B)(i) of this Section.
(4) In fixing a meeting date for the special meeting
of stockholders, the Board of Directors may consider such factors as it
deems relevant within the good faith exercise of its business judgment,
including, without limitation, the nature of the action proposed to be
taken, the facts and circumstances surrounding the request, and any plan of
the Board of Directors to call a special or annual meeting of stockholders
for the conduct of related business, provided that such meeting date shall
be within 120 days (or such longer period as may from time to time be
permitted by law) after the date the request(s) or demand(s) for such
special meeting is(are) delivered to the Corporation in accordance with
subsection b(2)(B)(i) of this Section.
(5) Nothing contained in this Section 1.b. shall in
any way be construed to suggest or imply that the Board of Directors or any
stockholder shall not be entitled to contest the validity of any request or
demand or revocation thereof, or to take any other action (including,
without limitation, the commencement, prosecution or defense of any
litigation with respect thereto).
c. Notice of Meetings
Except as otherwise permitted by law, notice of all
meetings of stockholders stating the time and place, and, in the case of
special meetings, the purpose or purposes for which the meeting is called,
shall be given by mailing the same to each stockholder entitled to vote not
less than ten days nor more than sixty days before the date set for such
meeting. Such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
d. Preparation of Voting List of Stockholders
The Secretary shall prepare and make, or cause to be
prepared and made, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote
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at such meeting or any adjournment thereof, with the address of and the number
and class and series, if any, of shares held by each stockholder as such
information appears on the stock transfer books of the Corporation. Such list
shall be kept on file at the principal place of business of the Corporation,
shall be open to the examination of any stockholder during normal business
hours for said ten day period upon receipt by the Secretary of a written
request to make such an examination, and shall be produced and kept at the time
and place of the meeting during the whole time thereof subject to the
inspection of any stockholder who may be present.
Section 2. Quorum and Vote of Stockholders
The holders of a majority of the voting power of the total number of shares
outstanding and entitled to vote, present in person or represented by proxy
thereat, shall constitute a quorum at a meeting of stockholders for the
transaction of business, except as otherwise provided by law or by the Restated
Articles of Incorporation. If, however, a quorum does not exist at a meeting,
the holders of a majority of the shares present or represented and entitled to
vote at such meeting may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until holders of the requisite
number of shares entitled to vote shall be present. Except as otherwise
required by law, at any such adjourned meeting at which a quorum exists, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized meeting may
continue to transact business in accordance with these By-Laws until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
If a quorum is present, action on a matter (including the election of
directors) shall be approved by the stockholders of the Corporation if the
matter receives the affirmative vote of the holders of a majority of the voting
power of the total number of shares outstanding and entitled to vote on such
matter, unless the matter is one upon which, by express provision of law a
greater vote is required or from time to time permitted by action of the Board
of Directors, or by the Restated Articles of Incorporation or these By-Laws a
greater or different vote is required, in any which case such express provision
shall govern and control the requisite vote requirement.
Section 3. Voting by Stockholders
Each stockholder entitled to vote at any meeting may do so in person or by
proxy appointed by instrument in writing, subscribed by such stockholder or his
duly authorized attorney-in-fact and filed with the Secretary or the tabulator
of the vote before or at the time of the meeting.
Section 4. Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
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Section 5. Transaction of Business at Stockholder Meetings
a. Annual Meetings of Stockholders
(1) The proposal of business (other than the
nomination of persons for election to the Board of Directors, which is
governed exclusively by Sections 1.b. and 2 of Article V of these By-Laws)
for consideration by the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors, or (c) by any stockholder of
the Corporation who is a stockholder of record at the time of giving of the
notice provided for in subsection a(2) of this Section, who shall be
entitled to vote at the meeting, who is a stockholder at the time of such
meeting and who complies with the notice procedures set forth in subsection
a(2) of this Section.
(2)(A) For business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of subsection a(1)
above, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
(B) To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the
Corporation not less than 60 days prior to the date of such annual meeting.
(C) To be in proper written form, such stockholder's
notice shall be in writing, shall be executed by the stockholder and shall
set forth (i) as to any business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be
brought, the reasons for conducting such business at the meeting, and any
material interest in such business of such stockholder or the beneficial
owner, if any, on whose behalf the proposal is made; and (ii) as to the
stockholder giving the notice and the beneficial owner, if any, on whose
behalf the proposal is made, (A) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner,
and (B) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
b. Special Meetings of Stockholders
(1) Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting pursuant to Section
1.c. of this Article IV. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders only in
accordance with the provisions of Sections 1.b. and 2 of Article V of these
By-Laws. Resolutions or other proposals for the transaction of business
(other than the nomination of persons for election to the Board of
Directors) may be proposed at a special meeting of stockholders (a) by or
at the direction of the Board of Directors, or (b) in the event a
stockholder of the Corporation satisfies the procedures set forth in
Section 1.b(2) of this Article IV, by such stockholder of the Corporation
who is a stockholder of record at the time of giving of the notice provided
for in the second sentence of Section 1.b(3) of this Article IV, who shall
be entitled to vote at the meeting, who is a stockholder at the time of
such meeting and who complies with the notice procedures set forth in
subsection b(2) of this Section.
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(2) For business to be properly brought before a special
meeting by a stockholder pursuant to clause (b) of subsection b(1) above, the
stockholder must have delivered notice thereof in the form required by
subsection a(2)(C) of this Section to the Secretary of the Corporation at the
principal executive offices of the Corporation.
c. General
(1) Only such business shall be conducted at an annual or
special meeting of stockholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Section. The Chairman of
the meeting shall have the power and duty to determine whether any business
proposed to be brought before the meeting was properly brought before such
meeting in accordance with the procedures set forth in this Section and, if the
Chairman shall determine that any proposed business is not so brought in
compliance with this Section, to declare to the meeting that such defective
proposal shall be disregarded.
(2) Notwithstanding the foregoing provisions of this Section,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, with respect to the matters set forth
in this Section. Nothing in this Section shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE V
Directors
Section 1. Board of Directors
a. Number, election and terms
Except as otherwise fixed by or pursuant to the provisions of
Article III of the Restated Articles of Incorporation relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of the Directors of the Corporation shall
be 13, but such number may be fixed from time to time at not less than three
nor more than 21 by resolution of the Board of Directors. The Directors, other
than those who may be elected by the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible. Such
classes shall originally consist of one class of four Directors who shall be
elected at the annual meeting of stockholders held in 1984 for a term expiring
at the annual meeting of stockholders to be held in 1985; a second class of
three Directors who shall be elected at the annual meeting of stockholders held
in 1984 for a term expiring at the annual meeting of stockholders to be held in
1986; and a third class of four Directors who shall be elected at the annual
meeting of stockholders held in 1984 for a term expiring at the annual meeting
of stockholders to be held in 1987. The Board of Directors shall increase or
decrease the number of Directors in one or
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more classes as may be appropriate whenever it increases or decreases the
number of Directors pursuant to this Article V, in order to ensure that the
three classes shall be as nearly equal in number as possible. At each
annual meeting of the stockholders of the Corporation, the successors of
the class of Directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.
b. Stockholder nomination of director candidates
Advance notice of stockholder nominations for the election
of Directors shall be given in the manner provided in Section 2 of this
Article V.
c. Newly created directorships and vacancies
Except as otherwise provided for or fixed by or pursuant
to the provisions of Article III of the Restated Articles of Incorporation
relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of Directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative
vote of a majority of the remaining Directors then in office, even though
less than a quorum of the Board of Directors. Any Director elected in
accordance with the preceding sentence shall hold office until the next
election of directors by the stockholders and until such Director's
successor shall have been elected and qualified. No decrease in the number
of Directors constituting the Board of Directors shall shorten the term of
any incumbent Director.
d. Removal
Subject to the rights of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, any Director
may be removed from office, with or without cause, only by the affirmative
vote of the holders of 75% the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
Directors, voting together as a single class.
Section 2. Notification of Nominations
Subject to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the
Board of Directors or a proxy committee appointed by the Board of Directors
or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's intent
to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, 60 days in advance of such meeting, and
(ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the
seventh day following the date on which
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notice of such meeting is first given to stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation
if so elected. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
Section 3. Powers of Directors
a. General Powers
The Board of Directors shall have authority over the entire
management of the property, business, and affairs of this Corporation. In
addition to such powers as are herein and in the Restated Articles of
Incorporation expressly conferred upon it, the Board of Directors shall have
and may exercise all the powers of the Corporation, subject to the provisions
of law and the Restated Articles of Incorporation.
b. Establishment of Record Date
The Board of Directors shall fix in advance a date not exceeding
sixty days (or such longer period as may from time to time be permitted by law)
preceding the date of any meeting of stockholders, or any dividend payment
date, or the date necessary to make a determination of stockholders for any
purpose, nor less than ten days (or such shorter period as may from time to
time be permitted by law) prior to the date of any meeting of stockholders, as
a record date for the determination of the stockholders; and in such case only
such stockholders as shall be stockholders of record on the date so fixed shall
be considered stockholders for purposes of such determination, notwithstanding
any transfer of stock on the books of the Corporation after any such record
date fixed as aforesaid.
Except as otherwise provided by law, unless the Board of Directors
fixes a new record date for any adjourned meeting of stockholders, the record
date originally fixed pursuant to this Section 3.b. of Article V for such
meeting shall remain the record date for such meeting.
The Board of Directors or any committee of the Board of Directors
authorized to fix record dates and declare dividends shall fix in advance a
date not exceeding sixty days (or such longer period, not inconsistent with the
Restated Articles of Incorporation, as may from time to time be permitted by
law) preceding the date of any Preferred Stock dividend payment date as a
record date for the determination of the stockholders of such Preferred Stock;
and in such case, only such stockholders as shall be holders of record of such
Preferred Stock on the date so fixed shall be considered stockholders of the
Preferred Stock for purposes of such determination,
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notwithstanding any transfer of such Preferred Stock on the books of the
Corporation after any such record date fixed as aforesaid.
c. Appointment of Committees
The Board of Directors may designate one or more
committees, consisting of at least two directors each, to perform such
duties as may be determined by the Board. The number of directors
composing each such committee and the powers conferred upon each such
committee shall be determined by resolution of the Board.
In the event that the Board of Directors shall designate a
committee that shall have the power to recommend or approve changes in the
compensation of executives of the Corporation or any subsidiary of the
Corporation and/or a committee that shall have the power to recommend
nominees for election as directors of the Corporation, the membership of
each such committee shall consist solely of directors who are "independent
directors" as defined in Section 7 of this Article V.
Section 4. Meetings of Directors
a. Regular Meetings
Regular meetings of the Board of Directors, or any
committee thereof, shall be held at any time or place, within or without
the State of Florida, as the Board, or such committee, may from time to
time determine; and if so determined, no notice thereof need be given.
After each election of directors, the Board, including the
newly elected directors, shall meet without notice for the purpose of
electing officers and transacting such other business as lawfully may come
before it.
b. Special Meetings
Special meetings of the Board of Directors, or any
committee thereof, may be held at any time or place, within or without the
State of Florida, whenever called by the Chairman of the Board, the
President, or at the request of two or more directors or, for a special
meeting of a committee, by the chairman of such committee.
Notice of special meetings of the Board, or any committee
thereof, stating the time and place, shall be given by mailing the same to
each director or committee member, as appropriate, at his residence or
business address at least two days before the meeting, or by delivering the
same to him personally or by telephoning or telegraphing the same to him at
said residence or business address at least one day before the meeting.
Such notice shall be deemed to have been given on the date of mailing,
telephoning or telegraphing as the case may be.
c. Adjournments
A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board of Directors, or any
committee thereof, to another time and place.
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Notice of any such adjourned meeting shall be given to the directors who are
not present at the time of the adjournment, and to the other directors.
d. Telephonic Participation at Meetings
Members of the Board of Directors may participate in a meeting of
the Board, or any committee thereof, 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 such meeting for all purposes.
e. Action Without a Meeting
Any action of the Board of Directors or of any committee thereof,
which is required or permitted to be taken at a meeting, may be taken without a
meeting if written consent to the action signed by all the members of the Board
or of the committee, as the case may be, is filed in the minutes of the
proceedings of the Board or of the committee.
Section 5. Quorum of Directors
A majority of the number of directors fixed in accordance with Section 1 of
this Article V shall constitute a quorum of the Board for the transaction of
business, and one-half of the members of any committee shall constitute a
quorum of such committee; but a smaller number may adjourn any meeting until a
quorum is present.
When a quorum is present at any meeting of directors, a majority of the
members present shall decide any question brought before such meeting, except
as otherwise provided by law, the Restated Articles of Incorporation, or these
By-Laws.
Section 6. Compensation of Directors
Directors shall receive such compensation, including reimbursement of
expenses, for serving as members of the Board of Directors and for attendance
at each meeting of the Board of Directors, and members of committees of the
Board of Directors shall receive such compensation, including reimbursement of
expenses, for serving as members of a committee and for attendance at each
meeting of a committee, as the Board of Directors shall from time to time
prescribe.
Section 7.
Except as otherwise provided for or fixed by or pursuant to the provisions
of Article III of the Restated Articles of Incorporation relating to the rights
of holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified
circumstances, the majority of persons elected to the Board of Directors shall
consist of persons who are independent directors. For purposes of this Article
V, an "independent director" shall mean a director who: (i) has not been
employed by the Corporation or any subsidiary of the Corporation in an
executive capacity within the past five years; (ii) does
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not have, and is not affiliated with a company, firm or institution that
has, a significant economic relationship to the Corporation (other than
through stock ownership or customary directors' fees); (iii) does not have
a personal services contract with the Corporation or any subsidiary of the
Corporation and (iv) is not a familial relative of any person described in
(i) through (iii). Should the death, resignation, disqualification or
removal of any director result in the failure of the requirement set forth
in the preceding sentence to be met, such requirement shall not apply
during the term of the vacancy caused by such death, resignation,
disqualification or removal, and the remaining directors shall cause any
such vacancy to be filled in accordance with Subsection 1(c) of this
Article V within a reasonable period of time.
The Board of Directors shall have the exclusive right and power to
interpret and apply the provisions of this Article V relating to
independent directors and shall be entitled to rely upon the completeness
and accuracy of director's responses to written questionnaires circulated
for the purpose of enabling the Board of Directors to make the
determinations of independence required by this Article V.
Information regarding a nominee for director provided by a
stockholder pursuant to Section 2 of this Article V shall include such
information as may be necessary to enable the Board of Directors to make an
informed determination as to whether such nominee, if elected, would be an
"independent director" as defined in this Section.
ARTICLE VI
Officers
Section 1. Numbers and Titles
The officers of the Corporation shall be a Chairman of the Board,
a President, a Secretary, a Treasurer and a Controller and may also include
one or more Senior Executive Vice Presidents, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, and one or more Vice
Presidents; all of whom shall be elected by the Board of Directors. The
Board of Directors may from time to time appoint such other officers,
including one or more Assistant Secretaries, Assistant Treasurers, and
Assistant Controllers as they shall deem necessary.
The Chairman of the Board and the President shall be members of
the Board of Directors, but the other officers need not be members of the
Board.
Section 2. Tenure of Office/Removal of Officers
Officers of the Corporation shall hold their respective offices
until their successors are chosen and qualified, provided, however, that
any officer may be removed from such office during such term by the Board
of Directors whenever in its judgment the best interests of the Corporation
will be served thereby.
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Section 3. Duties of Officers
a. Chairman of the Board
The Chairman of the Board shall preside at meetings of the Board
of Directors and of the stockholders.
He and the President shall, subject to the approval of the Board
of Directors, submit a report to the stockholders of the Corporation for each
fiscal year.
He shall perform such other duties as the Board of Directors may
from time to time prescribe.
b. President
The President shall be the Chief Executive Officer of the
Corporation and shall have overall supervision of the Corporation. He shall
see that the provisions of the By-Laws, all votes of the stockholders and all
orders and resolutions of the Board of Directors are carried into effect.
He shall preside at meetings of the stockholders in the absence of
the Chairman of the Board and he shall preside at meetings of the Board of
Directors in the absence of the Chairman of the Board.
He shall have power to appoint proxies to vote stock of other
corporations owned by this Corporation.
He shall perform such other duties as the Board of Directors may
from time to time prescribe.
c. Senior Executive Vice Presidents
The Senior Executive Vice Presidents shall have such powers and
perform such duties as the Board of Directors or the President may from time to
time prescribe.
d. Executive Vice Presidents
The Executive Vice Presidents shall have such powers and perform
such duties as the Board of Directors or the President may from time to time
prescribe.
e. Senior Vice Presidents
The Senior Vice Presidents shall have such powers and perform such
duties as the Board of Directors or the President may from time to time
prescribe.
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f. Vice Presidents
The Vice Presidents shall have such powers and perform
such duties as the Board of Directors or the President may from time to
time prescribe.
g. Secretary
The Secretary shall be Secretary of and shall attend, or a
person designated by him shall attend, all meetings of the stockholders,
the Board of Directors and all committees thereof. He, or such designated
person, shall record all of the proceedings of such meetings in books kept
for that purpose.
He shall be custodian of the corporate seal and shall have
the power to affix it to any instrument requiring it and to attest the
same.
He shall cause to be maintained a stock transfer book and
such other books as the Board of Directors may from time to time determine.
He shall serve all notices required by law, by these
By-Laws, or by resolution of the Board of Directors.
He shall, together with the President, sign certificates
for shares of the Corporation.
He shall perform such other duties as the Board of
Directors or the President may from time to time prescribe.
h. Treasurer
The Treasurer shall have the management and custody of the
funds and securities of the Corporation and he or persons designated by
him, or by others so authorized by the Board of Directors, shall deposit
all monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors or by persons authorized by the Board of Directors to make such
designations.
He shall receive and disburse the funds of the Corporation
for corporate purposes and shall render to the Board of Directors and the
President, whenever they may require it, an account of all his transactions
as Treasurer.
He shall perform such other duties as the Board of
Directors or the President may from time to time prescribe.
i. Controller
The Controller shall keep full and accurate accounts of
all assets, liabilities, commitments, receipts, disbursements, and other
financial transactions of the Corporation, including those of subsidiaries
of the Corporation, in books belonging to the Corporation, and
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shall perform all other duties required of the accounting officer of the
Corporation, and shall render to the Board of Directors and the President,
whenever they may require it, an account of the financial condition of the
Corporation.
He shall perform such other duties as the Board of Directors or
the President may from time to time prescribe.
j. Assistant Secretaries
The Assistant Secretaries shall perform such of the duties of the
Secretary as the President or the Secretary may from time to time prescribe and
such other duties as the Board of Directors may from time to time prescribe.
k. Assistant Treasurers
The Assistant Treasurers shall perform such of the duties of the
Treasurer as the President or the Treasurer may from time to time prescribe and
such other duties as the Board of Directors may from time to time prescribe.
l. Assistant Controllers
The Assistant Controllers shall perform such duties of the
Controller as the President or the Controller may from time to time prescribe
and such other duties as the Board of Directors may from time to time
prescribe.
Section 4. Delegation of Duties of Officers
The Board of Directors may delegate the powers or duties of any officer of
the Corporation in case of his absence, disability, death or removal, or for
any other reason, to any other officer or to any director.
ARTICLE VII
Stock Certificates
Section 1. Stock Certificates
Except as otherwise provided by resolution of the Board of Directors or the
Restated Articles of Incorporation or as permitted by law, every holder of
stock in the Corporation shall be entitled to have a certificate, representing
all shares to which he is entitled, in such form as may be prescribed by the
Board of Directors in accordance with the provisions of law. Such Certificates
shall be signed by the President and by the Secretary or an Assistant
Secretary; provided, however, that where any such certificate is signed by a
party other than an officer of the Corporation, such as a transfer agent or
transfer clerk, and by a registrar, the signatures of the President, Secretary,
or Assistant Secretary may be facsimiles. All certificates shall be
counter-signed and registered in such manner as the Board of Directors from
time to time may
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prescribe, and there shall be impressed thereon the seal of the Corporation
or imprinted thereon a facsimile of such seal.
In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, such signature shall be deemed to be
valid and such certificate may be issued by the Corporation with the same
effect as if he were such officer at the date of its issuance.
Section 2. Transfer of Stock
Shares of stock of the Corporation may be transferred by delivery
of the stock certificate, accompanied either by an assignment in writing on
the back of the certificate or by a written power of attorney to sell,
assign, and transfer the shares on the books of the Corporation, signed by
the person appearing on the certificate to be the owner of the shares
represented thereby; and such shares shall be transferable on the books of
the Corporation upon surrender thereof so assigned or endorsed. In the
case of a series of Preferred Stock, shares of Preferred Stock may be
transferred by delivery of the stock certificate, as described above, or by
such other method as may be set forth in a statement of resolution
establishing such series of Preferred Stock. The person registered on the
books of the Corporation as the owner of any shares of stock shall be
deemed by the Corporation to be the owner thereof for all purposes
exclusively and shall be entitled as the owner of such shares, to receive
dividends and to vote as such owner with respect thereto.
Section 3. Treasury Stock
Any shares of stock in the Corporation which may be redeemed,
purchased, or otherwise acquired by the Corporation after the issuance
thereof, shall have no voting rights and shall not participate in any
dividends or allotments of rights while such stock is held by the
Corporation.
ARTICLE VIII
Depositories and Checks
Depositories of the funds of the Corporation shall be designated
by the Board of Directors or a duly authorized committee thereof; and all
checks on funds shall be signed by such officers or other employees of the
Corporation as the Board, or a duly authorized committee thereof, from time
to time may designate.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January and end on the 31st day of December in each year.
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ARTICLE X
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 Restated Articles of Incorporation.
ARTICLE XI
Waiver of Notice
Any notice required to be given by law, by the Restated Articles of
Incorporation, or by these By-Laws may be waived in writing signed by the
person entitled to such notice and delivered to the Corporation, whether before
or after the time stated therein, except that attendance of a person at a
meeting shall constitute a waiver of notice of such meeting unless such
attendance is 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.
A director of the Corporation who is present at a meeting of the Board of
Directors (or a committee thereof) 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.
ARTICLE XII
Indemnification of Officers,
Directors, Employees and Agents
Section 1. Indemnification
The Corporation shall, and does hereby, indemnify to the fullest extent
permitted or authorized by current or future legislation or current or future
judicial or administrative decisions (but, in the case of any such future
legislation or decisions, only to the extent that it permits the Corporation to
provide broader indemnification rights than permitted prior to such legislation
or decisions), each person (including here and hereinafter the heirs,
executors, administrators or the estate of such person) who was or is a party,
or is threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), against any liability (which
for purposes of this Article shall include any judgment, settlement, penalty or
fine) or cost, charge or expense (including attorneys' fees) asserted against
him or incurred by him by reason of the fact that such indemnified person (1)
is or was a director, officer or employee of the Corporation or (2) is or was
an agent of the Corporation as to whom the Corporation has agreed to grant such
indemnity or (3) is or was serving, at the request of the Corporation, as a
director, officer,
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employee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of any employee benefit plan)
or is serving as an agent of such other corporation, partnership, joint
venture, trust or other enterprise as to whom the Corporation has agreed to
grant such indemnity. Each director, officer, employee or agent of the
Corporation to whom indemnification rights under this Section 1 of this
Article have been granted shall be referred to as an "Indemnified Person".
Notwithstanding the foregoing, except as specified in Section 3 of
this Article, the Corporation shall not be required to indemnify an
Indemnified Person in connection with a Proceeding (or any part thereof)
initiated by such Indemnified Person unless such authorization for such
Proceeding (or any part thereof) was not denied by the Board of Directors
of the Corporation prior to sixty (60) days after receipt of notice thereof
from such Indemnified Person stating his intent to initiate such Proceeding
and only upon such terms and conditions as the Board of Directors may deem
appropriate.
Section 2. Advance of Costs, Charges and Expenses
Costs, charges and expenses (including attorneys' fees) incurred
by an officer, director or employee who is an Indemnified Person in
defending a Proceeding shall be paid by the Corporation to the fullest
extent permitted or authorized by current or future legislation or current
or future judicial or administrative decisions (but, in the case of any
such future legislation or decisions only to the extent that it permits the
Corporation to provide broader rights to advance costs, charges and
expenses than permitted prior to such legislation or decisions) in advance
of the final disposition of such Proceeding, upon receipt of an undertaking
by or on behalf of the Indemnified Person to repay all amounts so advanced
in the event that it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
and upon such other terms and conditions, in the case of agents as to whom
the Corporation has agreed to grant such indemnity, as the Board of
Directors may deem appropriate. The Corporation may, upon approval of the
Indemnified Person, authorize the Corporation's counsel to represent such
person in any Proceeding, whether or not the Corporation is a party to such
Proceeding. Such authorization may be made by the Chairman of the Board,
unless he is a party to such Proceeding, or by the Board of Directors by
majority vote, including directors who are parties to such Proceeding.
Section 3. Procedure For Indemnification
Any indemnification or advance under this Article shall be made
promptly and in any event within sixty (60) days upon the written request
of the Indemnified Person. The right to indemnification or advances as
granted by this Article shall be enforceable by the Indemnified Person in
any court of competent jurisdiction, if the Corporation denies such request
under this Article, in whole or in part, or if no disposition thereof is
made within sixty (60) days. Such Indemnified Person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action
that the claimant has not met the standard of conduct, if any, required by
current or future legislation or by current or future judicial or
administrative decisions for indemnification (but, in the case of any such
future legislation or decisions, only to the extent that it does not impose
a more stringent standard of conduct than
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permitted prior to such legislation or decisions), but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of
conduct, if any, nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Section 4. Survival of Indemnification
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any
agreement, vote of stockholders or disinterested directors or recommendation of
counsel or otherwise, both as to actions in such person's official capacity and
as to actions in another capacity while holding such office, and shall continue
as to an Indemnified Person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, administrators
and the estate of such person. All rights to indemnification under this
Article shall be deemed to be a contract between the Corporation and each
Indemnified Person who serves or served in such capacity at any time while this
Article is in effect. Any repeal or modification of this Article or any repeal
or modification of relevant provisions of Florida corporation law or any other
applicable laws shall not in any way diminish any rights to indemnification of
such Indemnified Person, or the obligations of the Corporation arising
hereunder, for claims relating to matters occurring prior to such repeal or
modification.
Section 5. Insurance
The Corporation may 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 (including serving as a fiduciary of an employee benefit
plan), 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 XII or the applicable provisions of Florida law.
Section 6. Savings Clause
If this Article or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any Proceeding, including an action by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated and as permitted by applicable law.
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ARTICLE XIII
By-Law Amendment
Except as otherwise provided in the Restated Articles of
Incorporation, the Board of Directors shall have the power to adopt, alter,
amend and repeal the By-Laws of the Corporation (except insofar as the
By-Laws of the Corporation adopted by the stockholders shall otherwise
provide). Any By-Laws made by the stockholders may prescribe that they may
not be altered, amended or repealed by the Board of Directors. Any By-Laws
made by the Board of Directors under the powers conferred hereby and by the
Restated Articles of Incorporation may be altered, amended or repealed by
the Board of Directors or by the stockholders. Amendments to the By-Laws
(including any amendment to this Article XIII) shall be effected as
follows:
a. By Action of the Board of Directors
Unless a greater vote is specifically required by the laws
of the State of Florida, or a greater or different vote or a vote of
stockholders is required by the provisions of the Restated Articles of
Incorporation, the Board of Directors may alter, amend or repeal these
By-Laws, or adopt such other By-Laws as in their judgment may be advisable
for the administration or regulation of the management and affairs of the
Corporation, to the extent not inconsistent with the laws of the State of
Florida or the Restated Articles of Incorporation, only upon the
affirmative vote of at least 75% of the total number of directors as fixed
in accordance with Section 1 of Article V of these By-Laws.
b. By Action of the Stockholders
Unless a greater vote is specifically required by the laws
of the State of Florida, or a greater or different vote is required by the
provisions of the Restated Articles of Incorporation, the stockholders may
alter, amend or repeal these By-Laws, or adopt such other By-Laws as in
their judgment may be advisable for the administration or regulation of the
management and affairs of the Corporation, to the extent not inconsistent
with the laws of the State of Florida or the Restated Articles of
Incorporation, at any regular meeting of the stockholders (or at any
special meeting thereof duly called for that purpose in accordance with the
provisions of these By-Laws), only upon the affirmative vote of at least
75% of the voting power of all the shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single
class.
ARTICLE XIV
Continuing Effect of By-Law Provisions
Any provision contained in these By-Laws which, at the time of its
adoption, was authorized or permitted by applicable law shall continue to
remain in full force and effect until such time as such provision is
specifically amended in accordance with these By-Laws, notwithstanding any
subsequent modification of such applicable law (except to the extent such
By-Law provision expressly provides for its modification by or as a result
of any such subsequently enacted law).
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