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Exhibit 4
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
PROVISIONS OF ARTICLES OF INCORPORATION:
ARTICLE III
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(b) The Board of Directors of the Corporation is hereby
authorized to issue the Preferred Stock at any time and from time to time, in
one or more series and for such consideration, but not less than the par value
thereof, as may be fixed from time to time by the Board of Directors. The number
of shares which shall comprise each such series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) shall be determined from time to time by the Board of Directors.
The Board of Directors is hereby expressly authorized, before issuance of any
shares of a particular series, to determine any and all rights, preferences and
limitations pertaining to such series, including but not limited to:
(1) Voting rights, if any, including without limitation the authority
to confer multiple votes per share, voting rights as to specified matters or
issues such as mergers, consolidations or sales of assets, or voting rights to
be exercised either together with holders of Common Stock as a single class, or
independently as a separate class;
(2) Rights, if any, permitting the conversion or exchange of any such
shares, at the option of the holder, into any other class or series of shares of
the Corporation and the price or prices or the rates of exchange and any
adjustments thereto at which such shares will be convertible or exchangeable;
(3) The rate of dividends, if any, payable on shares of such series,
the conditions and the dates upon which such dividends shall be payable and
whether such dividends shall be cumulative or non-cumulative;
(4) The amount payable on shares of such series in the event of any
liquidation, dissolution or winding up of the affairs of the Corporation;
(5) Redemption, repurchase, retirement and sinking fund rights,
preferences and limitations, if any, the amount payable on shares of such series
in the event of such redemption, repurchase or retirement, the terms and
conditions of any sinking fund, the manner of creating such fund or funds and
whether any of the foregoing shall be cumulative or non-cumulative; and
(6) Any other preference and relative, participating, optional or other
special rights and qualifications, limitations or restrictions of shares of such
series not fixed and determined herein, to the extent permitted to do so by law.
(c) All shares of Preferred Stock shall be of equal rank and
shall be identical, except with respect to the particulars that may be fixed by
the Board of Directors pursuant to paragraph (b) of Article III and as to the
date from which dividends thereon, if any, shall be cumulative if made
cumulative by the Board of Directors.
(d) All shares of Common Stock shall be of equal rank and
shall be identical. Each holder of record of Common Stock shall have the right
to one vote for each share of Common Stock standing in his name on the books of
the Corporation. The Common Stock shall have the following rights relative to
the Preferred Stock:
(1) After the requirements, if any, with respect to preferential
dividends on the Preferred Stock shall have been satisfied, and after the
Corporation shall have complied with all of the requirements, if any, with
respect to the setting aside of sums as sinking funds or redemption, repurchase
or retirement accounts, then and not otherwise, the holders of Common Stock
shall be entitled to receive such dividends as may be declared from time to time
by the Board of Directors; and
(2) After distribution in full of the preferential amount, if any,
required to be distributed to the holders of the Preferred Stock in the event of
the voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the
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Corporation, the holders of the Common Stock shall be entitled to receive all
the remaining assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders, ratably in proportion to the
number of shares of Common Stock held by them respectively.
(e) No holder of any class of stock of the Corporation, as
such, shall have or be entitled to any preemptive rights whatsoever.
ARTICLE VII
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(d) During the period when the holders of any one or more
series of Preferred Stock, voting as a class, shall be entitled to elect a
specified number of directors by reason of dividend arrearages or other
contingencies giving them the right to do so, then and during such time as such
right shall continue to be asserted: (1) the then otherwise authorized number of
directors constituting the entire Board of Directors shall be increased by such
specified number of directors and the holders of such Preferred stock shall be
entitled to elect the additional directors so provided for, pursuant to the
provisions of such Preferred Stock; (2) each such additional director shall not
be a member of one of the three classes of directors provided for in paragraph
(a) of this Article VII, but shall serve only until the next annual
stockholders' meeting or until his successor shall have been elected and
qualified, or until his right to hold such office shall terminate pursuant to
the provisions of such Preferred Stock, whichever shall be earlier; and (3)
whenever the holders of such Preferred Stock shall be divested of such right to
elect a specified number of directors pursuant to the provisions of such
Preferred Stock, the terms of office of all directors elected by the holders of
such Preferred Stock pursuant to such provisions, or elected to fill any
vacancies resulting from the death, resignation or removal of directors so
elected by the holders of such Preferred Stock, shall forthwith terminate and
the authorized number of directors constituting the entire Board of Directors
shall be reduced accordingly.
(f) Amendment or deletion of this Article VII shall require
the affirmative vote of the holders of at least 80% of the share of the
Corporation entitled to vote thereon.
ARTICLE VIII
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(a)(1) In addition to any affirmative vote required by law or
under any other provision of these Articles of Incorporation, and except as
otherwise expressly provided in this Article VIII,
(A) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined in paragraph (c)(8) of this Article VIII) with or into
(i) any Substantial Stockholder (as hereinafter defined in paragraph (c)(2) of
this Article VIII) or (ii) any other corporation (whether or not itself a
Substantial Stockholder) which, after such merger or consolidation, would be an
Affiliate (as hereinafter defined in paragraph (c)(7) of this Article VIII) of a
Substantial Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to or with
any Substantial Stockholder or any Affiliate of a Substantial Stockholder of any
Substantial Part (as hereinafter defined in paragraph (c)(9) of this Article
VIII) of the assets of the Corporation or of any Subsidiary, or
(C) the issuance or transfer by the Corporation or by any Subsidiary
(in one transaction or a series of related transactions) of any Equity Security
(as hereinafter defined in paragraph (c)(11) of this Article VIII) of the
Corporation or any Subsidiary to any Substantial Stockholder or any Affiliate of
a Substantial Stockholder in exchange for cash, securities or other property (or
a combination thereof) having an aggregate fair market value of $1,000,000 or
more, or
(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation if, as of the record date for the determination
of stockholders entitled to notice thereof and to vote thereon, any person shall
be a Substantial Stockholder, or
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(E) any reclassification of securities (including any reverse stock
split) or recapitalization of the Corporation, or any reorganization, merger or
consolidation of the Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise involving a Substantial
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding securities of any class of equity
securities of the Corporation or any Subsidiary which is directly or indirectly
Beneficially Owned (as hereinafter defined in paragraph (c)(3) of this Article
VIII) by any Substantial Stockholder, shall (except as otherwise expressly
provided in these Articles of Incorporation) require the affirmative vote of the
holders of then outstanding Voting Shares (as hereinafter defined in paragraph
(c)(10) of this Article VIII) entitled to cast at least 80% of the votes
entitled to be cast by the holders of all of the then outstanding Voting Shares;
PROVIDED HOWEVER, that such affirmative vote must include the affirmative vote
of the holders of Voting Shares entitled to cast a majority of the votes
entitled to be cast by the holders of all the then outstanding Voting Shares not
Beneficially Owned by any Substantial Stockholder. Each such affirmative vote
shall be required notwithstanding that no vote may be required, or that some
lesser percentage may be specified, by law or pursuant to any agreement with any
national securities exchange or otherwise.
(2) The term "Business Combination" as used in this Article VIII shall
mean any transaction which is described in any one or more of clauses (A)
through (E) of paragraph (a)(1) of this Article VIII.
(b)(1) The provisions of this Article VIII shall not be applicable to
any Business Combination if:
(A) prior to the date the Substantial Stockholder which is a party
thereto or whose proportionate share of the outstanding securities of any class
of Equity Security of the Corporation or any Subsidiary is increased by reason
thereof, or in the case of a Business Combination described in clause (D) of
paragraph (a)(1) of this Article VIII, prior to the date any Substantial
Stockholder affected by such Business combination became a Substantial
Stockholder, the terms of such transaction were approved by the Corporation's
Board of Directors, or
(B) after the date referred to in subparagraph (A) above, the terms of
such transaction were approved by both two-thirds of the Whole Board (as
hereinafter defined in paragraph (c)(6) of this Article VIII), and a majority of
those members of the Board of Directors who shall constitute Continuing
Directors (as hereinafter defined in paragraph (c)(5) of this Article VIII).
(2) The Board of Directors of the Corporation, when evaluating any
Business Combination, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
stockholders, give due consideration to all relevant factors, including without
limitation the social and economic effects of such Business Combination on the
employees, customers, suppliers and other constituents of the Corporation and
its Subsidiaries and on the communities in which the Corporation and its
Subsidiaries operate or are located.
(g) Any amendment, alteration, change or repeal of this Article VIII
shall, in addition to any other vote or approval required by law or by these
Articles of Incorporation, require the affirmative vote of the holders of then
outstanding Voting Shares entitled to cast at least 80% of the votes entitled to
be cast by the holders of all of the then outstanding Voting Shares (and such
affirmative vote must include the affirmative vote of the holders of Voting
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all Voting Shares not Beneficially Owned by any Substantial
Stockholder); PROVIDED, HOWEVER, that this paragraph (g) shall not apply to, and
such 80% vote (and such further majority vote) shall not be required for, any
amendment, alteration, change or repeal declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the Whole Board and submitted
to the stockholders for their consideration, but only if a majority of the
members of the Board of Directors acting upon such matter shall be Continuing
Directors.
ARTICLE IX
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No action required or permitted to be taken at any annual or special
meeting of the stockholders of the Corporation may be taken without a meeting,
and the power of the stockholders to consent in writing, without a meeting, to
the taking of any action is specifically denied.
In addition to any other provision of these Articles of Incorporation,
there shall be required to amend, alter,
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change or repeal any of the provisions of this Article IX the affirmative vote
of the holders of 80% of all classes of stock of the Corporation entitled to
vote in elections of directors, considered for this purpose as one class.
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PROVISIONS OF BY-LAWS:
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
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Section 1. PLACE OF MEETING. All meetings of shareholders for
the election of directors shall be held in the City of Palm Beach Gardens, State
of Florida, at such place as may be fixed from time to time by the board of
directors, or at such other place, either within or without the State of
Florida, as shall be designated from time to time by the board of directors and
stated in the notice of the meeting.
Section 2. DATE AND HOUR OF MEETING. Annual meetings of
shareholders, commencing with the year 1983, shall be held on the third Thursday
of November, if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 10:00 A.M., or at such other date and hour as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting.
Only such business shall be conducted as shall have been
brought before the meeting by or at the direction of the presiding officer.
Section 3. NOTICE OF MEETING. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by 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.
Section 4. PURPOSE OF MEETING. At the annual meeting, the
shareholders shall elect a board of directors and transact such other business
as may properly be brought before the meeting.
Section 5. MATTERS TO BE CONSIDERED AT ANNUAL MEETING. At an
annual meeting of shareholders, only such new business shall be conducted, and
only such proposals shall be acted upon as shall have been brought before the
annual meeting (a) by, or at the direction of, the board of directors or (b) by
any shareholder of record of the corporation who is such a shareholder at the
time of giving of notice pursuant to this Section 5, who is entitled to vote at
such meeting and with respect to such proposal and who complies with the notice
procedures set forth in this Section 5. For a proposal to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the secretary of the corporation. To be
timely, a shareholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the meeting is
changed by more than 30 days from such anniversary date, notice by the
shareholder to be timely must be received no later than the close of business on
the 10th day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the date of the meeting was made. A
shareholder's notice to the secretary of the corporation shall set forth as to
each matter the shareholder proposes to bring before that annual meeting (a) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the corporation's books, of the
shareholder proposing such business and any other shareholders known by such
shareholder to be supporting such proposal, (c) the class and number of shares
of the corporation's capital stock which are beneficially owned by (I) the
shareholder; (ii) any other person who beneficially owns, or shares beneficial
ownership, of any shares owned of record or beneficially by such shareholder;
(iii) any group of which the shareholder is a member; (iv) any person acting in
concert with such shareholder or group; (v) any affiliates or associates of the
foregoing persons; and (vi) any other shareholders known by such shareholder to
be supporting such proposal on the date of such shareholder notice and (d) any
financial interest of the persons referred to in clauses (I) through (v) of the
foregoing clause (c) in, or with respect to, the proposal which is to be made.
Notwithstanding anything in the by-laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with this Section 5. As used
in this paragraph: the term "beneficial ownership" (or derivations thereof)
shall include, without limitation, "beneficial ownership" as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor regulation thereto, and a person shall be deemed,
without limitation to beneficially own any shares which such person is deemed to
beneficially
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own under such Rule 13d-3 or any such successor regulation; the terms
"affiliate" and "associate" mean persons defined as such "affiliates" or
"associates" in accordance with Rule 12b-2 under the Exchange Act, or any
successor regulation thereto; and the term "group" means a "group" as defined in
Rule 13d-5 under the Exchange Act, or any successor regulation thereto.
A shareholder's notice to the secretary of the corporation
shall be submitted to the board of directors for review. The board of directors,
or a designated committee thereof, may determine whether a notice has complied
with the requirements of this Section 5, and may reject as invalid any
shareholder proposal which was not the subject of a notice timely made in
accordance with, and containing all information required by, the terms of this
Section 5. If neither the board of directors nor such committee makes a
determination as to the compliance with the requirements of this Section 5, the
presiding officer of the annual meeting shall determine and declare at the
annual meeting whether such notice has so complied and whether the shareholder
proposal described in such notice may be made in accordance with the terms of
this Section 5. If the board of directors or a designated committee thereof or
the presiding officer determines that a shareholder proposal was the subject of
a notice made in accordance with the terms of this Section 5, and if the
shareholder giving such notice shall make such proposal, the presiding officer
shall so declare at the annual meeting and ballots shall be provided for use at
the meeting with respect to any such proposal. If the board of directors or a
designated committee thereof or the presiding officer determines that a
shareholder proposal was not the subject of a notice made in accordance with the
terms of this Section 5, and if the shareholder giving such notice shall make
such proposal, the presiding officer shall so declare at the annual meeting and
any such proposal shall not be acted upon at the annual meeting.
This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, the board
of directors and committees of the board of directors, but in connection with
such reports, no new business shall be acted upon at such annual meeting unless
stated, filed and received as herein provided.
Section 6. CONDUCT OF MEETINGS OF SHAREHOLDERS BY PRESIDING
OFFICER. The presiding officer at any meeting of the shareholders of the
corporation shall have the power (A) to determine the procedure to be followed
in presenting and voting upon all business that may be transacted at the meeting
and to adopt, to the extent he deems appropriate, rules for such purpose, (B) to
adjourn a meeting, duly called and noticed, at which a quorum is present in
person or by proxy if a matter to be considered and acted upon at the meeting
requires the affirmative vote of more than a majority of a quorum at the meeting
voting in person or by proxy and at the meeting as originally duly called and
noticed (I) the number of shares voted in person or by proxy in favor of such
matter is insufficient to approve it and (ii) the number of shares voted in
person or by proxy against such matter is insufficient to disapprove it. Shares
which are voted in person or by proxy as abstaining from voting on any such
matter shall be deemed not to have voted on such matter for the purposes of this
Section 6. At any adjourned meeting which has been adjourned by the presiding
officer as provided in this Section 6, any business may be transacted which
could have been transacted at the meeting as originally called if a quorum is
present.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
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Section 1. TIME AND PLACE OF MEETING. Special meetings of
shareholders for any purpose other than the election of directors may be held at
such time and place, within or without the State of Florida, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. PURPOSE OF MEETING: PERSONS ENTITLED TO CALL.
Special meetings of shareholders for any purpose or purposes, unless otherwise
prescribed by statute or by the articles of incorporation, may be called at any
time by the chairman of the board and shall be called by the chairman of the
board or the secretary at the request in writing of a majority of the board of
directors or of the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. Any such request shall state the purpose or
purposes of the proposed meeting.
Only such business shall be conducted as shall have been
brought before the meeting by or at the direction of the presiding officer.
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Section 3. NOTICE OF MEETING. Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either personally or by
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.
Section 4. BUSINESS TRANSACTED AT MEETING. Business transacted
at any special meeting of shareholders shall be limited to the purpose or
purposes stated in the notice of the meeting.
ARTICLE IV
SHAREHOLDER LIST:
QUORUM AND VOTING OF STOCK
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Section 1. SHAREHOLDER LIST. The officer or agent having
charge of the corporation's stock transfer books shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting or any adjournment thereof, with the address and
number of shares held by each shareholder. For a period of ten days prior to the
meeting, the list 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 shall be
subject to inspection by any shareholder 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 inspection by any shareholder at any time
during the meeting.
Section 2. QUORUM. A majority of the shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum for the transaction of business at all meetings of
shareholders, except as otherwise provided by statute or by the articles of
incorporation. If a quorum shall not be present or represented at any meeting of
shareholders, the shareholders present in person or represented by proxy shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 3. VOTE REQUIRED FOR SHAREHOLDERS' ACTION. Except in
elections for directors, if a quorum is present, a vote shall be the act of the
shareholders if the affirmative vote of shares of stock represented at the
meeting and entitled to vote on the subject matter exceed the votes cast
opposing the action, unless the vote of a greater number of shares of stock is
required by statue or by the articles of incorporation. In elections for
directors, if a quorum is present, directors are elected by a plurality of the
votes cast by the shares of stock represented and entitled to vote at the
meeting, unless the vote of a greater number of shares of stock is required by
the articles of incorporation. The candidates for directors receiving the
highest number of votes, up to the number of directors to be elected, are
elected.
Section 4. VOTING OF SHARES. Each outstanding share of stock
having voting power shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders, unless otherwise provided in the articles of
incorporation. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected at that time and for whose
election he has a right to vote.
Section 5. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the articles of incorporation, any action required by
statute to be taken at any annual or special meeting of shareholders or any
action which may be taken at any annual or special meeting of shareholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. 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
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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 by statute, 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 law regarding the rights of dissenting shareholders.