1
EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
2
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS
SECTION 1.1 DEFINITIONS ..................................................................................1
ARTICLE 2
OFFICES
SECTION 2.1 PRINCIPAL AND BUSINESS OFFICES ...............................................................1
SECTION 2.2 REGISTERED OFFICE.............................................................................1
ARTICLE 3
SHAREHOLDERS
SECTION 3.1 ANNUAL MEETING...............................................................................
SECTION 3.2 SPECIAL MEETINGS.............................................................................
SECTION 3.3 PLACE OF MEETING.............................................................................
SECTION 3.4 NOTICE OF MEETING............................................................................
SECTION 3.5 WAIVER OF NOTICE.............................................................................
SECTION 3.6 FIXING OF RECORD DATE........................................................................
SECTION 3.7 SHAREHOLDERS' LIST FOR MEETINGS..............................................................
SECTION 3.8 QUORUM.......................................................................................
SECTION 3.9 VOTING OF SHARES.............................................................................
SECTION 3.10 VOTE REQUIRED................................................................................
SECTION 3.11 CONDUCT OF MEETINGS..........................................................................
SECTION 3.12 INSPECTORS OF ELECTION.......................................................................
SECTION 3.13 PROXIES......................................................................................
SECTION 3.14 ACTION BY SHAREHOLDERS WITHOUT MEETING.......................................................
SECTION 3.15 ACCEPTANCE OF INSTRUMENT SHOWING SHAREHOLDER ACTION
ARTICLE 4
BOARD OF DIRECTORS
SECTION 4.1 GENERAL POWERS AND NUMBER....................................................................
SECTION 4.2 QUALIFICATIONS...............................................................................
SECTION 4.3 TERM OF OFFICE...............................................................................
SECTION 4.4 NOMINATIONS OF DIRECTORS.....................................................................
SECTION 4.5 REMOVAL .....................................................................................
SECTION 4.6 RESIGNATION..................................................................................
SECTION 4.7 VACANCIES....................................................................................
SECTION 4.8 COMPENSATION.................................................................................
SECTION 4.9 REGULAR MEETINGS.............................................................................
SECTION 4.10 SPECIAL MEETING..............................................................................
SECTION 4.11 NOTICE.......................................................................................
SECTION 4.12 WAIVER OF NOTICE.............................................................................
SECTION 4.13 QUORUM AND VOTING............................................................................
SECTION 4.14 CONDUCT OF MEETINGS..........................................................................
SECTION 4.15 COMMITTEES...................................................................................
2
3
SECTION 4.16 ACTION WITHOUT MEETING.......................................................................
ARTICLE 5
OFFICERS
SECTION 5.1 NUMBER.......................................................................................
SECTION 5.2 ELECTION AND TERM OF OFFICE..................................................................
SECTION 5.3 REMOVAL......................................................................................
SECTION 5.4 RESIGNATION..................................................................................
SECTION 5.5 VACANCIES....................................................................................
SECTION 5.6 CHAIRMAN OF THE BOARD........................................................................
SECTION 5.7 PRESIDENT....................................................................................
SECTION 5.8 VICE PRESIDENTS..............................................................................
SECTION 5.9 SECRETARY....................................................................................
SECTION 5.10 TREASURER....................................................................................
SECTION 5.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS...............................................
SECTION 5.12 OTHER ASSISTANTS AND ACTING OFFICERS.........................................................
SECTION 5.13 SALARIES.....................................................................................
ARTICLES 6
CONTRACTS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
SECTION 6.1 CONTRACTS....................................................................................
SECTION 6.2 CHECKS, DRAFTS, ETC..........................................................................
SECTION 6.3 DEPOSITS.....................................................................................
SECTION 6.4 VOTING OF SECURITIES OWNED BY CORPORATION....................................................
ARTICLE 7
CERTIFICATES FOR SHARES; TRANSFER OF SHARES
SECTION 7.1 CONSIDERATION FOR SHARES......................................................................
SECTION 7.2 CERTIFICATES FOR SHARES.......................................................................
SECTION 7.3 TRANSFER OF SHARES............................................................................
SECTION 7.4 RESTRICTION ON TRANSFER.......................................................................
SECTION 7.5 LOST, DESTROYED OR STOLEN CERTIFICATES........................................................
SECTION 7.6 STOCK REGULATIONS.............................................................................
ARTICLE 8
SEAL
SECTION 8.1 SEAL..........................................................................................
ARTICLE 9
BOOKS AND RECORDS
SECTION 9.1 BOOKS AND RECORDS.............................................................................
SECTION 9.2 SHAREHOLDERS' INSPECTION RIGHTS...............................................................
SECTION 9.3 DISTRIBUTION OF FINANCIAL INFORMATION.........................................................
SECTION 9.4 OTHER REPORTS.................................................................................
ARTICLE 10
INDEMNIFICATION
SECTION 10.1 PROVISION OF INDEMNIFICATION.................................................................
3
4
ARTICLE 11
AMENDMENTS
SECTION 11.1 POWER TO AMEND...............................................................................
4
5
ARTICLE 1
DEFINITIONS
Section 1.1 Definitions. The following terms shall have the following
meanings for purposes of these bylaws:
"Act" means the Florida Business Corporation Act, as it may be amended from
time to time, or any successor legislation thereto.
"Corporation" means Insurance Management Solutions Group, Inc., a Florida
corporation.
"Deliver" or "delivery" includes delivery by hand; United States mail;
facsimile, telegraph, teletype or other form of electronic transmission, with
written confirmation or other acknowledgment of receipt; and private mail
carriers handling nationwide mail services.
"Principal office" means the office (within or without the State of
Florida) where the Corporation's principal executive offices are located, as
designated in the Articles of Incorporation until an annual report or an interim
report has been filed with the Florida Department of State, and thereafter as
designated in the annual report.
ARTICLE 2
OFFICES
Section 2.1 Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Florida, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
Section 2.2 Registered Office. The registered office of the Corporation
required BY the Act to be maintained in the State of Florida may but need not be
identical with the principal office if located 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 by the registered agent. The business office of the registered
agent of the Corporation shall be identical to such registered office.
ARTICLE 3
SHAREHOLDERS
Section 3.1 Annual Meeting.
(a) Call by Directors. The annual meeting of shareholders shall be
held within four months after the close of each fiscal year of the Corporation
on a date and at a time and place designated by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day fixed as herein provided for any annual meeting of shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of
5
6
shareholders as soon thereafter as is practicable. The failure to hold the
annual meeting of the shareholders within the time stated in these bylaws shall
not affect the terms of office of the officers or directors of the Corporation
or the validity of any corporate action.
(b) Business At Annual Meeting. At an annual meeting of the
shareholders of the Corporation, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (1) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (2)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors as determined by the Chairman, or (3) otherwise properly
brought before the meeting by a shareholder. For business 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 shall be received at the principal business
office of the Corporation no later than the date designated for receipt of
shareholders' proposals in a prior public disclosure made by the Corporation. If
there has been no such prior public disclosure, then to be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal business office of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the annual meeting of shareholders;
provided, however, that in the event that less than seventy (70) days' notice of
the date of the meeting is given to shareholders by notice or prior public
disclosure, notice by the shareholders, to be timely, must be received by the
Corporation not later than the close of business on the tenth day following the
day on which the Corporation gave notice or made a public disclosure of the date
of the annual meeting of the shareholders. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business 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 stock books, of the shareholders proposing such business, (c) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder, (d) any material interest of the shareholder in such business,
and (e) the same information required by clauses (b), (c) and (d) above with
respect to any other shareholder that, to the knowledge of the shareholder
proposing such business, supports such proposal. Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 3.1
(b). The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the annual meeting that a matter of business was not properly
brought before the meeting in accordance with the provisions of this Section 3.1
(b), and if the Chairman shall so determine, the Chairman shall so declare at
the meeting and any such business not properly brought before the meeting shall
not be transacted.
Section 3.2 Special Meetings.
(a) Call by Directors or President. Special meetings of
shareholders of the Corporation, for any purpose or purposes, may be called by
the Board of Directors, the Chairman of the Board (if any) or the President.
6
7
(b) Call by Shareholders. The Corporation shall call a special
meeting of shareholders in the event that the holders of at least thirty-five
percent (35%) of all of the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting sign, date, and deliver to the
Secretary one or more written demands for the meeting describing one or more
purposes for which it is to be held. The Corporation shall give notice of such a
special meeting within sixty days after the date that the demand is delivered to
the Corporation.
Section 3.3 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of shareholders. If no designation is made,
the place of meeting shall be the principal office of the Corporation.
Section 3.4 Notice of Meeting.
(a) Content and Delivery. Written notice stating the date, time,
and place of any meeting of shareholders 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 days nor more than sixty days before the date of the meeting by or
at the direction of the President or the Secretary, or the officer or persons
duly calling the meeting, to each shareholder of record entitled to vote at such
meeting and to such other persons as required by the Act. If mailed, notice of a
meeting of shareholders shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his or her address as it
appears on the stock record books of the Corporation, with postage thereon
prepaid.
(b) Notice of Adjourned Meetings. If an annual or special meeting
of shareholders is adjourned to a different date, time, or place, the
Corporation shall not be required to give notice of the new date, time, or place
if the new date, time, or place is announced at the meeting before adjournment;
provided, however, that if a new record date for an adjourned meeting is or must
be fixed, the Corporation shall give notice of the adjourned meeting to persons
who are shareholders as of the new record date who are entitled to notice of the
meeting.
(c) No Notice Under Certain Circumstances. Notwithstanding the
other provisions of this Section, no notice of a meeting of shareholders need be
given to a shareholder if: (1) an annual report and proxy statement for two
consecutive annual meetings of shareholders, or (2) all, and at least two,
checks in payment of dividends or interest on securities during a twelve-month
period have been sent by first-class, United States mail, addressed to the
shareholder at his or her address as it appears on the share transfer books of
the Corporation, and returned undeliverable. The obligation of the Corporation
to give notice of a shareholders' meeting to any such shareholder shall be
reinstated once the Corporation has received a new address for such shareholder
for entry on its share transfer books.
7
8
Section 3.5 Waiver of Notice.
(a) Written Waiver. A shareholder may waive any notice required by
the Act or these bylaws before or after the date and time stated for the meeting
in the notice. The waiver shall be in writing and signed by the shareholder
entitled to the notice, and be delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. Neither the business to be
transacted at nor the purpose of any regular or special meeting of shareholders
need be specified in any written waiver of notice.
(b) Waiver by Attendance. A shareholder's attendance at a meeting,
in person or by proxy, waives objection to all of the following: (1) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and (2) consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
Section 3.6 Fixing of Record Date.
(a) General. The Board of Directors may fix in advance a date as
the record date for the purpose of determining shareholders entitled to notice
of a shareholders' meeting, entitled to vote, or take any other action. In no
event may a record date fixed by the Board of Directors be a date preceding the
date upon which the resolution fixing the record date is adopted or a date more
than seventy days before the date of meeting or action requiring a determination
of shareholders.
(b) Special Meeting. The record date for determining shareholders
entitled to demand a special meeting shall be the close of business on the date
the first shareholder delivers his or her demand to the Corporation.
(c) Shareholder Action by Unanimous Written Consent. If no
prior action is required by the Board of Directors pursuant to the Act, the
record date for determining shareholders entitled to take action without a
meeting shall be the close of business on the date the first signed written
consent with respect to the action in question is delivered to the Corporation,
but if prior action is required by the Board of Directors pursuant to the Act,
such record date shall be the close of business on the date on which the Board
of Directors adopts the resolution taking such prior action unless the Board of
Directors otherwise fixes a record date. Any action of the shareholders of the
Corporation taken without a meeting shall be effected only upon the unanimous
written consent of all shareholders entitled to take such action.
(d) Absence of Board Determination for Shareholders' Meeting. If
the Board of Directors does not determine the record date for determining
shareholders entitled to notice of and to vote at an annual or special
shareholders' meeting, such record date shall be the close of business on the
day before the first notice with respect thereto is delivered to shareholders.
(e) Adjourned Meeting. A record date for determining shareholders
entitled to notice of or to vote at a shareholders' meeting is effective for any
8
9
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.
Section 3.7 Shareholders' List for Meetings.
(a) Preparation and Availability. After a record date for a meeting
of shareholders has been fixed, the Corporation shall prepare an alphabetical
list of the names of all of the shareholders entitled to notice of the meeting.
The list shall be arranged by class or series of shares, if any, and show the
address of and number of shares held by each shareholder. Such list shall be
available for inspection by any shareholder for a period of ten days prior to
the meeting or such shorter time as exists between the record date and the
meeting date, and continuing through the meeting, at the Corporation's principal
office, at a place identified in the meeting notice in the city where the
meeting will be held, or at the office of the Corporation's transfer agent or
registrar, if any. A shareholder or his or her agent may, on written demand,
inspect the list, subject to the requirements of the Act, during regular
business hours and at his or her expense, during the period that it is available
for inspection pursuant to this Section. A shareholder's written demand to
inspect the list shall describe with reasonable particularity the purpose for
inspection of the list, and the Corporation may deny the demand to inspect the
list if the Secretary determines that the demand was not made in good faith and
for a proper purpose or if the list is not directly connected with the purpose
stated in the shareholder's demand, all subject to the requirements of Section
607.1 602(3) of the Act. Notwithstanding anything herein to the contrary, the
Corporation shall make the shareholders' list available at any annual meeting or
special meeting of shareholders and any shareholder or his or her agent or
attorney may inspect the list at any time during the meeting or any adjournment
thereof.
(b) Prima Facie Evidence. The shareholders' list is prima facie
evidence of the identity of shareholders entitled to examine the shareholders'
list or to vote at a meeting of shareholders.
(c) Failure to Comply. If the requirements of this Section have not
been substantially complied with, or if the Corporation refuses to allow a
shareholder or his or her agent or attorney to inspect the shareholders' list
before or at the meeting, on the demand of any shareholder, in person or by
proxy, who failed to get such access, the meeting shall be adjourned until such
requirements are complied with.
(d) Validity of Action Not Affected. Refusal or failure to prepare
or make available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.
Section 3.8 Quorum.
(a) What Constitutes a Quorum. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. If the Corporation has only
one class of stock outstanding, such class shall constitute a separate voting
group for purposes of this Section. Except as otherwise provided in the Act, a
majority of the votes entitled to
9
10
be cast on the matter shall constitute a quorum of the voting group for action
on that matter.
(b) Presence of Shares. Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be
set for the adjourned meeting.
(c) Adjournment in Absence of Quorum. Where a quorum is not
present, the holders of a majority of the shares represented and who would be
entitled to vote at the meeting if a quorum were present may adjourn such
meeting from time to time.
Section 3.9 Voting of Shares. Except as provided in the Articles of
Incorporation or the Act, each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a meeting of shareholders.
Section 3.10 Vote Required.
(a) Matters Other Than Election of Directors. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved by a majority of the votes cast at such meeting, unless the Act or the
Articles of Incorporation require a greater number of affirmative votes.
(b) Election of Directors. Each director shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election of
directors at a meeting at which a quorum is present. Each shareholder who is
entitled to vote at an election of directors has the right to vote the number of
shares owned by him or her for as many persons as there are directors to be
elected. Shareholders do not have a right to cumulate their votes for directors.
Section 3.11 Conduct of Meeting. The Chairman of the Board of Directors,
and if there be none, or in his or her absence, the President, and in his or her
absence, a Vice President in the order provided under the Section of these
bylaws titled "Vice Presidents", and in their absence, any person chosen by the
shareholders present shall call a shareholders' meeting to order and shall act
as presiding officer of the meeting, and the Secretary of the Corporation shall
act as secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting. The presiding officer of the meeting shall have broad
discretion in determining the order of business at a shareholders' meeting. The
presiding officer's authority to conduct the meeting shall include, but in no
way be limited to, recognizing shareholders entitled to speak, calling for the
necessary reports, stating questions and putting them to a vote, calling for
nominations, and announcing the results of voting. The presiding officer also
shall take such actions as are necessary and appropriate to preserve order at
the meeting. The rules of parliamentary procedure need not be observed in the
conduct of shareholders' meetings.
10
11
Section 3.12 Inspectors of Election. Inspectors of election may be
appointed by the Board of Directors to act at any meeting of shareholders at
which any vote is taken. IF inspectors of election are not so appointed, the
presiding officer of the meeting may, and on the request of any shareholder
shall, make such appointment. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his or her ability. The inspectors of election shall determine the
number of shares outstanding, the voting rights with respect to each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies; receive votes, ballots, consents, and waivers;
hear and determine all challenges and questions arising in connection with the
vote; count and tabulate all votes, consents, and waivers; determine and
announce the result; and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. No inspector, whether appointed by the
Board of Directors or by the person acting as presiding officer of the meeting,
need be a shareholder. The inspectors may appoint and retain other persons or
entities to assist the inspectors in the performance of the duties of the
inspectors. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them.
Section 3.13 Proxies.
(a) Appointment. At all meetings of shareholders, a shareholder
may vote his or her shares in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his or her attorney-in-fact. If an appointment
form expressly provides, any proxy holder may appoint, in writing, a substitute
to act in his or her place. A telegraph, telex, or a cablegram, a facsimile
transmission of a signed appointment form, or a photographic, photostatic, or
equivalent reproduction of a signed appointment form is a sufficient appointment
form.
(b) When Effective. An appointment of a proxy is effective when
received by the Secretary or other officer or agent of the Corporation
authorized to tabulate votes. An appointment is valid for up to eleven (11)
months unless a longer period is expressly provided in the appointment form. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
11
12
Section 3.14 Action by Shareholders Without Meeting.
(a) Requirements for Unanimous Written Consent. Any action
required or permitted by the Act to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if one or more written consents describing the action taken shall be signed
and dated by the holders of all (and not less than all) of the outstanding
capital stock of the Corporation entitled to vote thereon. Such consents must be
delivered to the principal office of the Corporation in Florida, the
Corporation's principal place of business, the Secretary, or another officer or
agent of the Corporation having custody of the books in which proceedings of
meetings of shareholders are recorded. No written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
date of the earliest dated consent delivered in the manner required herein,
written consents signed by the number of holders required to take action are
delivered to the Corporation by delivery as set forth in this Section.
(b) Revocation of Written Consents. Any written consent may be
revoked prior to the date that the Corporation receives the required number of
consents to authorize the proposed action. No revocation is effective unless in
writing and until received by the Corporation at its principal office in Florida
or its principal place of business, or received by the Secretary or other
officer or agent having custody of the books in which proceedings of meetings of
shareholders are recorded.
(c) Same Effect as Vote at Meeting. A consent signed under this
Section has the effect of a meeting vote and may be described as such in any
document. Whenever action is taken by written consent pursuant to this Section,
the written consent of the shareholders consenting thereto or the written
reports of inspectors appointed to tabulate such consents shall be filed with
the minutes of proceedings of shareholders.
Section 3.15 Acceptance of Instruments Showing Shareholder Action. If the
name signed on a vote, consent, waiver, or proxy appointment corresponds to the
name of a shareholder, the Corporation, if acting in good faith, may accept the
vote, consent, waiver, or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of a shareholder, the Corporation, if acting in
good faith, may accept the vote, consent, waiver, or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:
(a) The shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity;
(b) The name signed purports to be that of a administrator,
executor, guardian, personal representative, or conservator representing the
shareholder and, if the Corporation requests, evidence of fiduciary status
acceptable to the Corporation is presented with respect to the vote, consent,
waiver, or proxy appointment;
(c) The name signed purports to be that of a receiver or trustee
in bankruptcy, or assignee for the benefit of creditors of the shareholder and,
if the Corporation requests, evidence of this status acceptable to the
Corporation is
12
13
presented with respect to the vote, consent, waiver, or proxy appointment;
(d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver, or proxy
appointment; or
(e) Two or more persons are the shareholder as covenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.
The Corporation may reject a vote, consent, waiver, or proxy appointment if the
Secretary or other officer or agent of the Corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.1 General Powers and Number. All corporate powers shall be
exercised BY or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors. The
Corporation shall have nine (9) directors initially. The number of directors may
be increased or decreased from time to time by vote of a majority of the Board
of Directors, but shall never be less than three (3) nor more than twenty (20).
Section 4.2 Qualifications. Directors must be natural persons who are
eighteen years of age or older but need not be residents of the State of Florida
or shareholders of the Corporation.
Section 4.3 Term of Office. The directors shall be classified, with respect
to the time for which they severally hold office, into three (3) classes, Class
I, Class II and Class III, each of which shall be as nearly equal in number as
possible. Class I shall be established for a term expiring at the annual meeting
of shareholders to be held in 2000 and shall consist initially of three (3)
directors. Class II shall be established for a term expiring at the annual
meeting of shareholders to be held in 1999 and shall consist initially of three
(3) directors. Class III shall be established for a term expiring at the annual
meeting of shareholders to be held in 1998 and shall consist initially of three
(3) directors. Each director shall hold office until his or her successors are
elected and qualified, or until such director's earlier death, resignation or
removal as hereinafter provided. At each annual meeting of the shareholders of
the Corporation, the successors of the class of directors whose terms expire at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election. Unless otherwise provided in the Articles of Incorporation, when the
number of directors of the Corporation is changed, the Board of Directors shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided, however, that no decrease in the
13
14
number of directors shall affect the term of any director then in office.
Section 4.4 Nominations of Directors. Except as otherwise provided pursuant
to the provisions of the Articles of Incorporation or Articles of Amendment
relating to the rights of the holders of any class or series of Preferred Stock,
voting separately by class or series, to elect directors under specified
circumstances, nominations of persons for election to the Board of Directors may
be made by the Chairman of the Board on behalf of the Board of Directors or by
any shareholder of the Corporation entitled to vote for the election of
directors at the annual meeting of the shareholders who complies with the notice
provisions set forth in this Section 4.4. To be timely, a shareholder's notice
shall be received at the principal business office of the Corporation no later
than the date designated for receipt of shareholders' proposals in a prior
public disclosure made by the Corporation. If there has been no such prior
public disclosure, then to be timely, a shareholder's nomination must be
delivered to or mailed and received at the principal business office of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the annual meeting of shareholders; provided, however, that in the event that
less than seventy (70) days' notice of the date of the meeting is given to the
shareholders or prior public disclosure of the date of the meeting is made,
notice by the shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth (a) as to each person the
shareholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such proposed nominee,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by such person, and (iv) any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
shareholder giving notice: the name and address, as they appear on the
Corporation's books, of the shareholder proposing such nomination, and (ii) the
class and number of shares of stock of the Corporation which are beneficially
owned by the shareholder. No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth
in this Section 4.4. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the annual meeting that a nomination was not made in
accordance with the provisions of this Section 4.4, and if the Chairman shall so
determine, the Chairman shall so declare at the meeting and the defective
nomination shall be disregarded.
14
15
Section 4.5 Removal.
Except as otherwise provided pursuant to the provisions of the Articles
of Incorporation or Articles of Amendment relating to the rights of the holders
of any class or series of Preferred Stock, voting separately by class or series,
to elect directors under specified circumstances, any director or directors may
be removed from office at any time with or without cause by the affirmative
vote, at a special meeting of the shareholders called for such a purpose, of not
less than sixty-six and two-thirds percent (66-2/3%) of the total number of
votes of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, but only if notice of such proposed removal was contained in the
notice of such meeting. At least thirty (30) days prior to such special meeting
of shareholders, written notice shall be sent to the director or directors whose
removal will be considered at such meeting. Any vacancy on the Board of
Directors resulting from such removal or otherwise shall be filled only by vote
of a majority of the directors then in office, although less than a quorum, and
any director so chosen shall hold office until the next election of the class
for which such directors shall have been chosen and until his or her successor
shall have been elected and qualified or until any such director's earlier
death, resignation or removal.
Section 4.6 Resignation. A director may resign at any time by delivering
written notice to the Board of Directors or its Chairman (if any) or to the
Corporation. A director's resignation is effective when the notice is delivered
unless the notice specifies a later effective date.
Section 4.7 Vacancies.
(a) Who May Fill Vacancies. Except as provided below, whenever any
vacancy occurs on the board of Directors, including a vacancy resulting from an
increase in the number directors, it may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
not hold office until his or her successor is duly elected and qualified, and
such successor shall complete such director's remaining term.
(b) Directors Electing by Voting Groups. Whenever the holders of
shares of any voting group are entitled to elect a class of one or more
directors by the provisions of the Articles of Incorporation, vacancies in such
class may be filled by holders of shares of that voting group or by a majority
of the directors then in office elected by such voting group or by a sole
remaining directors so selected. If no director elected by such voting group
remains in office, unless the Articles of Incorporation provide otherwise,
directors not elected by such voting group may fill vacancies.
(c) Prospective Vacancies. A vacancy that will occur at a specific
later date, because of a resignation effective at a later date or otherwise, may
be filled before the vacancy occurs, but the new director may not take office
until the vacancy occurs.
Section 4.8 Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors
15
16
for services to the Corporation as directors, officers, or otherwise, or may
delegate such authority to an appropriate committee. The Board of Directors also
shall have authority to provide for or delegate authority to an appropriate
committee to proivde for reasonable pensions, disability or death benefits, and
other benefits or payments, to directors, officers, and employees and to their
families, dependents, estates, or beneficiaries on account of prior service
rendered to the Corporation by such directors, officers and employees.
Section 4.9 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholder. The Board of Directors may provide, by resolution, the
date, time and place whether within or without the State of Florida, for the
holding of additional regular meetings of the Board of Directors without notice
other than such resolution.
Section 4.10 Special Meetings. Special meetings of the Board of Directors
may be called by the Chair of the Board (if any), the President or not less than
one third (1/3) of the members of the Board of Directors. The person or persons
calling the meeting may fix any place, whether within or without the State of
Florida, as the place for holding any special meeting of the Board of Director,
and if no other place is fixed the place of the meeting shall be the principal
office of the Corporation in the State of Florida.
Section 4.11 Notice. Special meetings of the Board of Directors must be
preceded by at least two days' notice of the date, time, and place of the
meeting. The notice need not describe the purpose of the special meeting.
Section 4.12 Waiver of Notice. Notice of a meeting of the Board of
Directors 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, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
Section 4.13 Quorum and Voting. A quorum of the Board of Directors consists
of a majority of the number of directors prescribed by these bylaws (or if no
number is prescribed, the number of directors in office immediately before the
meeting begins). If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the Board of Directors. A
director who is present at a meeting of the Board of Directors or a committee of
the Board of Directors when corporate action is taken is deemed to have assented
to the action taken unless: (a) he or she objects at the beginning of the
meeting (or promptly upon his or her arrival) to holding it or transacting
specified business at the meeting; or (b) he or she votes against or abstains
from the action taken.
16
17
Section 4.14 Conduct of Meetings.
(a) Presiding Officer. The Board of Directors may elect from among
its members a Chairman of the Board of Directors, who shall preside at meetings
of the Board of Directors. The Chairman, and if there be none, or in his or her
absence, the President, and in his or her absence, a Vice President in the order
provided under the Section of these bylaws titled "Vice Presidents," and in his
or her absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall act as presiding officer
of the meeting.
(b) Minutes. The Secretary of the Corporation shall act as
secretary of all meetings of the Board of Directors but in the absence of the
Secretary, the presiding officer may appoint any other person present to act as
secretary of the meeting. Minutes of any regular or special meeting of the Board
of Directors shall be prepared and distributed to each director.
(c) Adjournments. A majority of the directors present, whether or
not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be given to
the directors who are not present at the time of the adjournment and, unless the
time and place of the adjourned meeting are announced at the time of the
adjournment, to the other directors.
(d) Participation by Conference Call or Similar Means. The Board
of Directors may permit any or all directors to participate in a regular or a
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear or
communicate with each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
Section 4.15 Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
Executive Committee and one or more other committees, which may include, by way
of example and not as a limitation, a Compensation Committee (for the purpose of
establishing and implementing an executive compensation policy) and an Audit
Committee (for the purpose of examining and considering matters relating to the
financial affairs of the Corporation). Each committee shall have two or more
members, who serve at the pleasure of the Board of Directors, provided that the
Compensation Committee and the Audit Committee shall consist of at least two
Independent Directors. For purposes of this section, "Independent Director"
shall mean a person other than an officer or employee of the Corporation or any
subsidiary of the Corporation or any other individual having a relationship
which, in the opinion of the Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. To the extent provided in the resolution of the Board of Directors
establishing and constituting such committees, such committees shall have and
may exercise all the authority of the Board of Directors, except that no such
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals
required by the Act to be approved by shareholders;
17
18
(b) fill vacancies on the Board of Directors or any committee
thereof;
(c) adopt, amend, or repeal these bylaws;
(d) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors; or
(e) authorize or approve the issuance or sale or contract for the
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a voting group except that the Board of Directors may
authorize a committee (or a senior executive officer of the Corporation) to do
so within limits specifically prescribed by the Board of Directors.
The Board of Directors, by resolution adopted in accordance with this Section,
may designate one or more directors as alternate members of any such committee,
who may act in the place and stead of any absent member or members at any
meeting of such committee. The provisions of these bylaws which govern meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Directors apply to committees and their members as well.
Section 4.16 Action Without Meeting. Any action required or permitted by
the Act to be taken at a meeting of the Board of Directors or a committee
thereof may be taken without a meeting if the action is taken by all members of
the Board or of the committee. The action shall be evidenced by one or more
written consents describing the action taken, signed by each director or
committee member and retained by the Corporation. Such action shall be effective
when the last director or committee member signs the consent, unless the consent
specifies a different effective date. A consent signed under this Section has
the effect of a vote at a meeting and may be described as such in any document.
ARTICLE 5
OFFICERS
Section 5.1 Number. The principal officers of the Corporation shall be a
Chairman, a President, the number of Vice Presidents, if any, as authorized from
time to time by the Board of Directors, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. The Board of Directors may also authorize any duly appointed
officer to appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office.
Section 5.2 Election and Term of Office. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her successor shall have been duly
elected or until his or her prior death,
18
19
resignation, or removal.
Section 5.3 Removal. The Board of Directors may remove any officer and,
unless restricted by the Board of Directors, an officer may remove any officer
or assistant officer appointed by that officer, at any time, with or without
cause and notwithstanding the contract rights, if any, of the officer removed.
The appointment of an officer does not of itself create contract rights.
Section 5.4 Resignation. An officer may resign at any time by delivering
notice to the Corporation. The resignation shall be effective when the notice is
delivered, unless the notice specifies a later effective date and the
Corporation accepts the later effective date. IF a resignation is made effective
at a later date and the Corporation accepts the future effective date, the
pending vacancy may be filled before the effective date but the successor may
not take office until the effective date.
Section 5.5 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification, or otherwise, shall be filled as soon
thereafter as practicable by the Board of Directors for the unexpired portion of
the term.
Section 5.6 Chairman of the Board. The Chairman of the Board (the
"Chairman") shall be a member of the Board of Directors of the Corporation and
shall preside over all meetings of the Board of Directors and shareholders of
the Corporation. The Chairman shall have authority, subject to such rules as may
be prescribed by the Board of Directors, to appoint such agents and employees of
the Corporation as he or she shall deem necessary, to prescribe their powers,
duties and compensation, and to delegate authority to them. Such agents and
employees shall hold office at the direction of the Chairman. The Chairman shall
have authority to sign certificates for shares of the Corporation the issuance
of which shall have been authorized by resolution of the Board of Directors, and
to execute and acknowledge, on behalf of the Corporation, all deeds, mortgages,
bonds, contracts, leases, reports, and all other documents or instruments
necessary or proper to be executed in the course of the Corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, the Chairman
may authorize the President or any Vice President or other officer or agent of
the Corporation to execute and acknowledge such documents or instruments in his
or her place and stead. In general, he or she shall perform all duties as may be
prescribed by the Board of Directors from time to time.
Section 5.7 President. The President shall be the chief executive officer
of the Corporation and, subject to the direction of the Board of Directors,
shall in general supervise and control all of the business and affairs of the
Corporation. If the Chairman of the Board is not present, the President shall
preside at all meetings of the Board of Directors and shareholders. The
President shall have authority, subject to such rules as may be prescribed by
the Board of Directors, to appoint such agents and employees of the Corporation
as he or she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees shall
hold office at the discretion of the President. The President shall have
authority to sign certificates for shares of the Corporation the issuance of
which shall have been authorized by resolution of the Board of Directors, and to
execute and
19
20
acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds,
contracts, leases, reports, and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, the President may
authorize any Vice President or other officer or agent of the Corporation to
execute and acknowledge such documents or instruments in his or her place and
stead. In general he or she shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 5.8 Vice Presidents. In the absence of the President or in the
event of the President's death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally, the
Vice President, if any (or in the event there be more than one Vice President,
the Vice Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election), shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any Vice President
may sign certificates for shares of the Corporation the issuance of which shall
have been authorized by resolution of the Board of Directors; and shall perform
such other duties and have such authority as from time to time may be delegated
or assigned to him or her by the President or by the Board of Directors. The
execution of any instrument of the Corporation by any Vice President or
Assistant Vice President shall be conclusive evidence, as to third parties, of
his or her authority to act in the stead of the President. The Corporation may
have one or more Executive Vice Presidents and one or more Senior Vice
Presidents, who shall be Vice Presidents for purposes hereof.
Section 5.9 Secretary. The Secretary shall: (a) keep, or cause to be kept,
minutes of the meetings of the shareholders and of the Board of Directors (and
of committees thereof) in one or more books provided for that purpose (including
records of actions taken by the shareholders or the Board of Directors (or
committees thereof) without a meeting); (b) be custodian of the corporate
records and of the seal of the Corporation, if any, and if the Corporation has a
seal, see that it is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (c) authenticate the
records of the Corporation; (d) maintain a record of the shareholders of the
Corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general
perform all duties incident to the office of Secretary and have such other
duties and exercise such authority as from time to time may be delegated or
assigned by the President or by the Board of Directors.
Section 5.10 Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; (b) maintain
appropriate accounting records; (c) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of these
bylaws; and (d) in general perform all of the duties incident to the office of
Treasurer and have such other duties
20
21
and exercise such other authority as from time to time may be delegated or
assigned by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
or her duties in such sum and with such surety or sureties as the Board of
Directors shall determine.
Section 5.11 Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 5.12 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint, or to authorize any duly appointed officer of
the Corporation to appoint, any person to act as assistant to any officer, or as
agent for the Corporation in his or her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized officer shall have the power to perform
all the duties of the office to which he or she is so appointed to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
appointing officer.
Section 5.13 Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a director of the Corporation.
ARTICLE 6
CONTRACTS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 6.1 Contracts. The Board of Directors may authorize any officer or
officers, or any agent or agents to enter into any contract or execute or
deliver any instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages, and instruments of assignment or
pledge made by the Corporation shall be executed in the name of the Corporation
by the President or one of the Vice Presidents; the Secretary or an Assistant
Secretary, when necessary or required, shall attest and affix the corporate
seal, if any, thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the authority of the
signing officer or officers.
Section 6.2 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by or under the authority of a resolution of the Board of Directors.
21
22
Section 6.3 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as may be selected by or under the
authority of a resolution of the Board of Directors.
Section 6.4 Voting of Securities Owned by Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by the
Corporation may be voted at any meeting of security holders of such other
corporation by the President of the Corporation if he or she be present, or in
his or her absence by any Vice President of the Corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President, it is desirable for the Corporation to execute a proxy or
written consent in respect of any such shares or other securities, such proxy or
consent shall be executed in the name of the Corporation by the President or one
of the Vice Presidents of the Corporation, without necessity of any
authorization by the Board of Directors, affixation of corporate seal, if any,
or countersignature or attestation by another officer. Any person or persons
designated in the manner above stated as the proxy or proxies of the Corporation
shall have full right, power, and authority to vote the shares or other
securities issued by such other corporation and owned or controlled by the
Corporation the same as such shares or other securities might be voted by the
Corporation.
ARTICLE 7
CERTIFICATES FOR SHARES; TRANSFER OF SHARES
Section 7.1 Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, promises to perform services evidenced by a written
contract, or other securities of the Corporation. Before the Corporation issues
shares, the Board of Directors shall determine that the consideration received
or to be received for the shares to be issued is adequate. The determination of
the Board of Directors is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are validly issued,
fully paid, and nonassessable. The Corporation may place in escrow shares issued
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in respect
of the shares against their purchase price, until the services are performed,
the note is paid, or the benefits are received. If the services are not
performed, the note is not paid, or the benefits are not received, the
Corporation may cancel, in whole or in part, the shares escrowed or restricted
and the distributions credited.
Section 7.2 Certificates for Shares. Every holder of shares in the
Corporation shall be entitled to have a certificate representing all shares to
which he or she is entitled unless the Board of Directors authorizes the
issuance of some or all shares without certificates. Any such authorization
shall not affect shares already represented by certificates until the
certificates are surrendered to the Corporation. If the Board of Directors
authorizes the issuance of any shares without certificates, within a reasonable
time after the issue or transfer of any such shares, the Corporation shall send
the
22
23
shareholder a written statement of the information required by the Act or the
Articles of Incorporation to be set forth on certificates, including any
restrictions on transfer. Certificates representing shares of the Corporation
shall be in such form, consistent with the Act, as shall be determined by the
Board of Directors. Such certificates shall be signed (either manually or in
facsimile) by the President or any Vice President or any other persons
designated by the Board of Directors and may be sealed with the seal of the
Corporation or a facsimile thereof. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. Unless the Board of Directors authorizes shares without
certificates, all certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
provided in these bylaws with respect to lost, destroyed, or stolen
certificates. The validity of a share certificate is not affected if a person
who signed the certificate (either manually or in facsimile) no longer holds
office when the certificate is issued.
Section 7.3 Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the Corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications, and otherwise to have and exercise all the rights and
power of an owner. Where a certificate for shares is presented to the
Corporation with a request to register a transfer, the Corporation shall not be
liable to the owner or any other person suffering loss as a result of such
registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the Corporation had no duty to inquire into
adverse claims or has discharged any such duty. The Corporation may require
reasonable assurance that such endorsements are genuine and effective and
compliance with such other regulations as may be prescribed by or under the
authority of the Board of Directors.
ARTICLE 8
SEAL
Section 8.1 Seal. The Board of Directors may provide for a corporate seal
for the Corporation.
ARTICLE
BOOKS AND RECORDS
Section 9.1 Books and Records.
(a) The Corporation shall keep as permanent records minutes of all
meetings of the shareholders and Board of Directors, a record of all
actions taken by the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board
of Directors on behalf of the Corporation.
(b) The Corporation shall maintain accurate accounting records.
23
24
(c) The Corporation or its agent shall maintain a record of the
shareholders in a form that permits preparation of a list of the names
and addresses of all shareholders in alphabetical order by class of
shares showing the number and series of shares held by each.
(d) The Corporation shall keep a copy of all written communications within
the preceding three years to all shareholders generally or to all
shareholders of a class or series, including the financial statements
required to be furnished by the Act, and a copy of its most recent
annual report delivered to the Department of State.
Section 9.2 Shareholder's Inspection Rights. Shareholders are entitled to
inspect and copy records of the Corporation as permitted by the Act.
Section 9.3 Distribution of Financial Information. The Corporation shall
prepare and disseminate financial statements to shareholders as required by the
Act.
Section 9.4 Other Reports. The Corporation shall disseminate such other
reports to shareholders as are required by the Act, including reports regarding
indemnification in certain circumstances and reports regarding the issuance or
authorization for issuance of shares in exchange for promises to render services
in the future.
ARTICLE 10
INDEMNIFICATION
Section 10.1 Provision of Indemnification. The Corporation shall, to the
fullest extent permitted or required by the Act, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader indemnification
rights than prior to such amendment), indemnify its Directors and Executive
Officers against any and all Liabilities, and advance any and all reasonable
Expenses, incurred thereby in any Proceeding to which any such Director or
Executive Officer is a Party or in which such Director or Executive Officer is
deposed or called to testify as a witness because he or she is or was a Director
or Executive Officer of the Corporation. The rights to indemnification granted
hereunder shall not be deemed exclusive of any other rights to indemnification
against Liabilities or the advancement of Expenses which a Director or Executive
Officer may be entitled under any written agreement, Board of Directors'
resolution, vote of shareholders, the Act, or otherwise. The Corporation may,
but shall not be required to, supplement the foregoing rights to indemnification
against Liabilities and advancement of Expenses by the purchase of insurance on
behalf of any one or more of its Directors or Executive Officers whether or not
the Corporation would be obligated to indemnify or advance Expenses to such
Director or Executive Officer under this Article. For purposes of this Article,
the term "Directors" includes former directors of the Corporation and any
director who 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, without limitation, any employee benefit
plan (other than in the capacity as an agent separately retained and compensated
for the provision of goods or services to the enterprise, including, without
limitation, attorneys-at-law, accountants, and financial consultants). The term
24
25
"Executive Officers" includes those individuals who are or were at any time
"executive officers" of the Corporation as defined in Securities and Exchange
Commission Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as
amended. All other capitalized terms used in this Article 10 and not otherwise
defined herein have the meaning set forth in Section 607.0850, Florida Statutes
(1995). The provisions of this Article 10 are intended solely for the benefit
of the indemnified parties described herein, their heirs and personal
representatives and shall not create any rights in favor of third parties. No
amendment to or repeal of this Article 10 shall diminish the rights of
indemnification provided for herein prior to such amendment or repeal.
ARTICLE 11
AMENDMENTS
Section 11.1 Power to Amend. These bylaws may be amended or repealed by
either the Board of Directors or the shareholders, unless the Act reserves the
power to amend these bylaws generally or any particular bylaw provision, as the
case may be, exclusively to the shareholders or unless the shareholders, in
amending or repealing these bylaws generally or any particular bylaw provision,
provide expressly that the Board of Directors may not amend or repeal these
bylaws or such bylaw provision, as the case may be. The shareholders of the
Corporation may adopt or amend a bylaw provision which fixes a greater quorum or
voting requirement for shareholders (or voting groups of shareholders) than is
required by the Act. The adoption or amendment of a bylaw provision that adds,
changes or deletes a greater quorum or voting requirement for shareholders must
meet the same quorum or voting requirement and be adopted by the same vote and
voting groups required to take action under the quorum or voting requirement
then in effect or proposed to be adopted, whichever is greater.
25