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Exhibit 3.2
BYLAWS
OF
SUPERIOR UNIFORM GROUP, INC.
ARTICLE I: OFFICES:
Section 1:
The office of the Corporation shall be located in the County of Pinellas, State
of Florida.
Section 2:
The Corporation may also have offices and places of business at such other
places within or without the State of Florida as the Board of Directors may,
from time to time, determine, or the business of the Corporation may require.
ARTICLE II: MEETINGS OF SHAREHOLDERS:
Section 1:
The annual meeting of the shareholders for the election of directors, and all
special meetings of shareholders for that or any other purpose, 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. At
least ten (10) days written notice shall be given to all shareholders in
advance of any meeting of shareholders.
Section 2:
The annual meeting of shareholders shall be held in each year upon such date as
may be determined by the Board of Directors; at such meeting, the shareholders
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. The Board shall also determine the
place where the shareholders' meeting shall be held.
Section 3:
Special meetings of the shareholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called by the Chairman of the Board, by the President, or by the Board of
Directors, and shall be called by the President or the Secretary at the request
in writing of a majority of the Directors. Such request shall state the purpose
or purposes of the proposed meeting.
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Section 4:
Except as otherwise provided by the Articles of Incorporation, the holders of a
majority of the shares of the Corporation issued and outstanding and entitled
to vote thereon, present in person or by proxy, shall be necessary to and shall
constitute a quorum for the transaction of business at all meetings of the
shareholders.
ARTICLE III: DIRECTORS:
Section 1:
The number of directors which shall constitute the entire Board of Directors
shall be not less than three nor more than eight as the Board of Directors may,
by resolution adopted by a majority of the entire Board, from time to time
determine. Directors need not be shareholders of the Corporation. Directors
shall be elected at the annual meeting of the shareholders, except as provided
in Section 3 of this Article III, and each director shall be elected to serve
until his successor shall have been elected and shall have qualified.
Section 2:
Any director may resign at any time. The shareholders entitled to vote for the
election of directors may remove a director with cause.
Section 3:
If any vacancies occur in the Board of Directors, for any reason whatsoever, or
if any new directorships are created, all of the directors then in office,
although less than a quorum, may by majority vote, choose a successor or
successors or fill the newly created directorship, and the directors so chosen
shall hold office until the next annual meeting of the shareholders and until
their successors shall have been duly elected and qualified, unless sooner
displaced; provided, however, that if in the event of any such vacancy the
directors remaining in office shall be unable by majority vote to fill such
vacancy within thirty days of the occurrence thereof, the Chairman or the
President may call a special meeting of the shareholders, at which such vacancy
shall be filled.
ARTICLE IV. MEETINGS OF THE BOARD:
Section 1:
The Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of Florida.
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Section 2:
Regular meetings of the Board of Directors shall be held without notice
immediately following the annual meeting of shareholders, and may be held
without notice at such time and at such place as shall, from time to time, be
determined by the Board.
Section 3:
Special meetings of the Board of Directors may be called by the Chairman of the
Board or by the President on two days notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like notice on the
written request of two directors.
Section 4:
At all meetings of the Board of Directors, a majority of the entire Board shall
be necessary to and constitute a quorum for the transaction of business, and
the vote of a majority of the directors present at the time of the vote, if a
quorum is present, shall be the act of the Board of Directors except as may be
otherwise specifically provided by law or the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
directors who are not present and, unless announced at the meeting, to the
other directors.
Section 5:
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting provided all members of the Board of Directors consent
in writing to the adoption of a resolution authorizing such action, and further
provided such resolution and written consents of the directors thereto shall be
filed with the minutes of the Board of Directors.
ARTICLE IV-A: EXECUTIVE AND OTHER COMMITTEES
Section 1: How Constituted and the Powers thereof:
The Board of Directors by the vote of a majority of the entire Board, may
designate three or more directors to constitute an Executive Committee, who
shall serve during the pleasure of the Board of Directors. Except as otherwise
provided by law, by these Bylaws, or by resolution adopted by a majority of the
whole Board of Directors, the Executive Committee shall possess and may
exercise during the intervals between the meetings of the directors, all of the
powers of the Board of Directors in the management of the business, affairs and
property of the Corporation, including, without limitation, the power to cause
the seal of the Corporation to be affixed to all papers that may require it,
other than the powers enumerated in Sec. 607.0825 of the Florida Business
Corporation Act.
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Section 2: Organization, etc.:
The Executive Committee may choose its own Chairman and its Secretary and may
adopt rules for its procedure. The Committee shall keep a record of its acts
and proceedings and report the same from time to time to the Board of
Directors.
Section 3: Meetings:
Meetings of the Executive Committee may be called by the Chairman of the
Committee, and shall be called by him at the request of any member of the
Committee; if there shall be no chairman, meetings may be called by any member
of the Committee. Notice of each meeting of the Committee shall be sent to each
member of the Committee by mail at least two days before the meeting is to be
held, or if given by the Chairman, may be given personally or by telegraph or
telephone at least one day before the day on which the meeting is to be held.
Notice of any meeting may be waived before, at or after the meeting, and shall
be deemed waived if the director attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to him.
Section 4: Quorum and Manner of Acting:
A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at the
meeting at which a quorum is present shall be the act of the Executive
Committee.
Section 5: Removal:
Any member of the Executive Committee may be removed, with or without cause, at
any time, by the Board of Directors.
Section 6: Vacancies:
Any vacancy in the Executive Committee shall be filled by the Board of
Directors.
Section 7: Other Committees:
The Board of Directors may, by resolution, provide for such other standing or
special committee as it deems desirable, and discontinue the same at pleasure.
Each Committee shall have such powers and perform such duties, not inconsistent
with law, as may be assigned to it by the Board of Directors.
Section 8:
Any action required or permitted to be taken by the Executive Committee may be
taken without a meeting provided all members of said Committee consent in
writing to the adoption of a resolution authorizing such action, and further
provided such resolution and written consents of the members of said Committee
thereto be filed with the minutes of the Executive Committee.
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ARTICLE V:
Section 1:
The executive officers of the Corporation shall be:
a. Chairman of the Board
b. Chief Executive Officer
c. One or more Presidents
d. One or more Vice Presidents
e. Secretary (and Assistant Secretary,
if designated by the Board of Directors)
f. Treasurer
Section 2:
All officers, as between themselves and the Corporation, shall have such
authority and perform such duties in the management of the Corporation as may
be provided in these Bylaws or, to the extent not so provided, by the Board of
Directors. The Board of Directors may also provide for the appointment of such
associate or assistant officers as the Board of Directors determines
appropriate or proper for the management of the Corporation and all such
associate or assistant officers, so appointed, shall have the authority and
responsibility as designated by the Board of Directors or, so long as not in
conflict, the Chief Executive Officer of the Corporation if such duties and
responsibilities have not otherwise been provided in the Bylaws of the
Corporation.
Section 3:
The Chairman of the Board of Directors shall preside at all meetings of the
Shareholders and Directors of the Corporation. The Chairman shall oversee all
directives and policies of the Board of Directors and shall supervise the
performance and authority of the Chief Executive Officer of the Corporation.
The Chairman shall further act for the Board in the absence of the directives
from the Board of Directors or its Executive Committee. The Chairman shall have
such other powers and duties as may, from time to time, be assigned to him by
the Board of Directors. The Chairman of the Board of Directors shall be
selected from among the Directors of the Corporation from time to time serving.
Section 4:
The Chief Executive Officer of the Corporation shall have primary, general and
active management and control of the business and affairs of the Corporation,
subject only to the direction of the Board of Directors, its Chairman and the
Shareholders. The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors, its Chairman and the Shareholders are
carried into effect. The Chief Executive Officer of the Corporation may also be
the Chairman of the Board of Directors or a President of the Corporation. The
Chief Executive Officer shall preside at all meetings of Shareholders and
Directors in the absence of the Chairman of the Board.
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Section 5:
The Corporation may have one or more Presidents and, if more than one, the
duties and responsibilities of each President shall be as designated by the
Chief Executive Officer of the Corporation subject, nevertheless, to the
directives of the Board of Directors. A President shall have general and active
management and control of the business and affairs of the Corporation in the
areas designated by the Board of Directors and, if not in conflict therewith,
by the Chief Executive Officer of the Corporation but shall be subject to
direction by the Chief Executive Officer of the Corporation. A President shall
have such power and authority as necessary to carry out the duties and
responsibilities so assigned. In the event of the absence of the Chairman of
the Board who may then also be the Chief Executive Officer of the Corporation,
a President shall preside at all meetings of Shareholders and Directors.
Subject to contrary direction from the Board or the Chief Executive Officer, a
President shall have the power and authority to fulfill the duties and
responsibilities of any other President in the absence of such other President.
Section 6:
The Vice President or Vice Presidents, if there be more than one, may be
assigned to specific areas, fields or divisions of the Corporation as may be
determined from time to time by the Board of Directors or, in the absence of
such determination, by the Chief Executive Officer of the Corporation or the
appropriate President if so authorized by the Chief Executive Officer. All such
Vice Presidents shall generally assist the Chief Executive Officer of the
Corporation and the President or Presidents of the Corporation and shall
perform such other duties and responsibilities as shall be prescribed by the
Board of Directors and, if not inconsistent therewith, by the Chief Executive
Officer of the Corporation or any President.
Section 7:
The Secretary (and in his absence any Assistant Secretary) shall attend all
meetings of the Board of Directors and all meetings of the Shareholders,
recording all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall give or cause to be given timely notice of all meetings
of the Shareholders and Board of Directors for which a notice is required by
law, the Articles of Incorporation or the Bylaws of this Corporation. He shall
also perform such other duties as may be prescribed by the Board of Directors
(or its Chairman) and, to the extent not in conflict therewith, by the Chief
Executive Officer of the Corporation under whose supervision the Secretary
shall act. The Secretary shall have custody of the seal of the Corporation and
shall have the responsibility to affix the seal of the Corporation to all
documents as authorized or directed by the Board of Directors and, in the
absence of such direction, by the Chief Executive Officer of the Corporation.
Section 8:
The Treasurer shall have the care and custody of corporate funds and other
valuable effects and assets of the Corporation, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation,
and shall deposit all monies in the name and to the credit of the
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Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or, so long as not in conflict therewith, by
the Chief Executive Officer of the Corporation, taking proper vouchers for such
disbursements, and shall render to the Board of Directors at regular or special
meetings of the Board, or whenever they require it, or to the Audit Committee
of the Board of Directors, an account of all transactions of the Corporation
and of the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond satisfactory to the
Corporation but at the expense of the Corporation. The Treasurer shall further
provide such reports or information regarding the condition of the Corporation,
its assets and its liabilities, as may be required, subject to direction by the
Chief Executive Officer, by all operating officers of the Corporation.
Section 9:
The Board of Directors may, at its discretion, from time to time designate the
Chairman of the Board of Directors, the Chief Executive Officer, one or more
Presidents or any Vice President as the Chief Operating Officer of the
Corporation who shall report to such officer, and perform such duties and
responsibilities, as may also be designated by the Board of Directors.
ARTICLE V-A: SHARES AND THEIR TRANSFER:
Section 1: Issue of Certificates of Stock:
The Board of Directors shall provide for the issue and transfer of the
certificates of stock of the Corporation and prescribe the form of such
certificates. Every owner of shares of the Corporation shall be entitled to a
certificate of stock, which shall be under the seal of the Corporation (which
seal may be a facsimile, engraved or printed), specifying the number of shares
owned by him, and which certificate shall be signed by the President or a Vice
President, or by the Chairman of the Board of Directors, and by the Secretary
or an Assistant Secretary or the Treasurer of the Corporation. Said signatures
may, wherever permitted by law, be facsimile, engraved or printed. In case any
officer or officers who shall have signed, or who facsimile signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been delivered
by the Corporation, such certificate or certificates may nevertheless be issued
and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the Corporation.
Section 2: Transfer Agents and Registrars:
The Board of Directors shall have power to appoint a Transfer Agent and/or
Registrar of its stock; to prescribe their respective duties; and to require
the countersignature of such Transfer Agent and/or Registrar upon stock
certificates. The duties of the Transfer Agent and Registrar may be combined.
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Section 3: Transfer of Shares:
The shares of the Corporation shall be transferable only upon its books and by
the holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers or to such other person as the
Board of Directors may designate for such purpose, and new certificates shall
thereupon be issued.
Section 4: Addresses of Shareholders:
Every shareholder shall furnish the Transfer Agent, or in the absence of a
Transfer Agent, the Registrar, or in the absence of a Transfer Agent and a
Registrar, the Secretary, with an address at or to which notices of meetings
and all other notices may be served upon or mailed to him, and in default
thereof, notices may be addressed to him at the office of the Corporation.
Section 5: Record Date:
The Board of Directors may fix a date not exceeding 50 days and not less than
10 days prior to the date of any meetings of shareholders or prior to the last
day on which the consent or dissent of shareholders may be effectively
expressed for any purpose without a meeting as the time as of which
shareholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who were holders of record of voting
shares at such time and no others shall be entitled to notice of and to vote at
such meeting or to express their consent or dissent, as the case may be.
The Board of Directors shall also have power to fix a date not exceeding 50
days preceding the date fixed for the payment of any dividend or the making of
any distribution or for the allotment of any evidence of right or interest, or
for any other purpose, as a record time for the determination of the
shareholders entitled to receive any such dividend, distribution, right or
interest, or to participate in any such other action, and in such case only
shareholders of record at the time so fixed shall be entitled to receive such
dividend, distribution right or interest or to participate in such other
action.
Section 6: Lost and Destroyed Certificates:
The Board of Directors may direct a new certificate or certificates of stock to
be issued in the place of any certificate or certificates theretofore issued
and alleged to have been lost or destroyed, but the Board of Directors, when
authorizing such issue of a new certificate or certificates, may in its
discretion require the owner of the shares represented by the certificate so
lost or destroyed or his legal representative to furnish proof by affidavit or
otherwise to the satisfaction of the Board of Directors of the ownership of the
shares represented by such certificate alleged to have been lost or destroyed
and the facts which tend to prove its loss or destruction. The Board of
Directors may also require such person to execute and deliver to the
Corporation a bond, with or without sureties, in such sum as the Board of
Directors may direct, indemnifying the Corporation, its Transfer Agents and
Registrars, if any, against any claim that may be made against them, or any of
them, by reason of the issue of such certificate. The Board of Directors,
however, may in its discretion, refuse to
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issue any such new certificate, except pursuant to court order. The Board may
adopt such other and further requirements or procedures for the replacement of
lost or destroyed certificates as it deems advisable, and may delegate to the
Corporation's Transfer Agent such duties and responsibilities in connection
with such replacement procedures as it deems advisable.
ARTICLE VI: GENERAL PROVISIONS:
Section 1:
All checks or demands for money and notes or other instruments evidencing
indebtedness or obligations of the Corporation shall be signed by such officer
or officers or such other person or persons as the Board of Directors may, from
time to time, designate.
Section 2:
The fiscal year of the Corporation shall begin on January first and end on
December thirty-first.
Section 3:
The Board of Directors shall have power to amend, supplement, repeal or adopt
Bylaws at any regular or special meeting of the Board. However, any Bylaw
adopted by the Board may be amended or repealed by the affirmative vote, at a
meeting, of a majority of the shares issued and outstanding and entitled to
vote thereon, and the Board of Directors shall take no action in conflict with
any Bylaw so adopted by the shareholders.
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