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EXHIBIT 3.03
AMENDED AND RESTATED BY-LAWS
OF
THE ST. JOE COMPANY
ARTICLE I - SHARES
1. Certificates for Shares. The shares of the Company shall be
certificated. Certificates shall be signed by the Chairman or the President and
the Secretary of the Company and may be sealed with the seal of the Company or a
facsimile thereof. The signatures of the officers of the Company upon a
certificate may be facsimiles if the certificate is countersigned by the
transfer agent and registrar, provided that the Company is not the transfer
agent and registrar.
2. Transfer of Shares. Transfers of shares of stock shall be made only
on the books of the Company, in person or by attorney, upon surrender of the
certificate evidencing the shares sought to be transferred, properly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer. The certificate so surrendered shall be canceled as and when the new
certificate or certificates are issued.
ARTICLE II - SHAREHOLDERS
1. Annual Meeting.
(a) The Annual Meeting of the Shareholders of this Company
shall be held on the second Tuesday in May of each year. The Annual Meeting
shall be held in Jacksonville, Florida, unless the Board of Directors designates
another place in or out of the State of Florida.
(b) The only business that may be brought before the Annual
Meeting is (i) business described in the Notice of Annual Meeting; (ii) other
business that the
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Board brings before the meeting; and (iii) business that an eligible
Shareholder brings before the meeting in compliance with this Section.
(c) A Shareholder may bring business before an Annual Meeting
only if the Shareholder (i) gives the notice required by this Section; and (ii)
is a Shareholder of record both on the date the notice is given and on the
record date for determining Shareholders entitled to vote at the Annual Meeting
at which the Shareholder intends to bring the business before the Shareholders.
(d) An eligible Shareholder may bring business before an
Annual Meeting only if the Shareholder gives notice of intent to bring the
business before the meeting to the Secretary. The notice must be (i) in writing;
(ii) delivered or mailed to the Secretary at the principal executive office of
the Company; (iii) timely; and (iv) in proper form.
(e) A notice of intent is timely if it is actually received at
the Secretary's office not less than 120 days nor more than 150 days before the
anniversary of the date of the Notice of Annual Meeting and Proxy Statement for
the immediately preceding year. If an Annual Meeting is called for a date that
is more than 30 days before or after the anniversary date of the previous Annual
Meeting, the notice of intent must be received not more than 10 business days
after (i) the date of the Company's Notice of the Annual Meeting; or (ii) the
date the Company publicly discloses the date of that Annual Meeting, whichever
is first.
(f) A notice of intent is in proper form only if it states,
with respect to each item of business that the Shareholder proposes to bring
before the meeting:
(i) the Shareholder's name and address of record;
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(ii) the number of shares of the Company's stock the
Shareholder owns beneficially and of record as of the date of
the notice; and
(iii) all other information relating to the
Shareholder that the Company would be required to disclose
pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated under it.
(g) The Chairman may declare any item of business a
Shareholder seeks to bring before an Annual Meeting out of order if the
Shareholder has not complied with the provisions of this Section, or applicable
law.
2. Special Meetings. Special meetings of the Shareholders may be called
at any time by resolution of the Board of Directors. Special meetings shall be
called for any purpose upon written request by holders of record of at least 30%
of the Company's issued and outstanding stock both on the date the Special
Meeting is requested and on the record date for determining Shareholders
entitled to vote at a Special Meeting. Special Meetings may be held at any place
in or out of the State of Florida. The only business that may be conducted at a
Special Meeting of Shareholders is business described in the notice of the
meeting.
3. Notice of Meeting. Notice of Shareholders' meetings of the Company
shall be in writing and signed by the Chairman, the President or a Senior Vice
President or a Vice President or the Secretary or an Assistant Secretary of the
Company. Such notice shall state the purpose or purposes for which the meeting
is called; and the time and place where it is to be held. A copy of such notice
shall be served upon or mailed to each Shareholder of record entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to the
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Shareholder at his or her address as it appears upon the records of the Company.
Notice duly served upon or mailed to a Shareholder in accordance with the
provisions of this by-law shall be deemed sufficient, and in the event of the
transfer of his or her stock after such service and prior to the holding of the
meeting, it shall not be necessary to serve notice of the meeting upon the
transferee. Any meeting of Shareholders may be held either within or without the
State of Florida. Any Shareholder may waive notice of any meeting either before,
at or after the meeting.
4. Quorum. A quorum at any meeting of the Shareholders shall consist of
a majority of the stock of the Company represented in person or by proxy, and a
majority of such quorum shall decide any question that may properly come before
the meeting.
5. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote if the action is taken by the holders of a
majority of the Company's issued and outstanding stock or such other percentage
as may be required by applicable law. In order to be effective, the action must
be evidenced by one or more written consents describing the action taken, dated
and signed by approving shareholders having the requisite number of votes, and
delivered to the Secretary at the Company's principal office in Florida. No
written consent shall be effective to take corporate action unless, within sixty
(60) days of the date of the earliest dated consent delivered in the manner
required by this section, written consents signed by the number of holders
required to take action are delivered to the Company. Any written consent may be
revoked before the date that the Company receives the required number of
consents to authorize the proposed action. Within ten (10) days after obtaining
authorization by written consent,
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notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action.
ARTICLE III - DIRECTORS
1. General Powers; Number. The business and property of the Company
shall be managed under the direction of a Board of not less than nine nor more
than fifteen Directors, the number to be determined by the Board of Directors of
the Company. The Board of Directors shall have full control over the affairs of
the Company and shall be authorized to exercise all of its corporate powers
unless otherwise provided in these by-laws. The Directors shall be elected at
the Annual Meeting of the Shareholders by a plurality of the votes cast at such
election, for the term of one year, and shall serve until the election and
acceptance of their duly qualified successors.
2. Vacancies. Vacancies in the Board of Directors shall be filled by
majority vote of the remaining Directors. A majority of the full Board between
Annual Meetings may increase the number of Directors and elect Directors to the
Board. Any additional service by a Director elected in this manner shall be
subject to election at the next annual meeting of Shareholders.
3. Chairman of the Board. A Chairman of the Board of Directors shall be
selected, who shall be considered an officer of the Company.
4. Regular Meeting. A regular meeting of the Board of Directors shall
be held immediately upon adjournment of the Annual Meeting of the Shareholders
each year at the place where the Annual Meeting of the Shareholders is held that
year.
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5. Special Meetings. Special meetings of the Board of Directors may be
held in or out of the State of Florida, and can be called at any time or place
by the Chairman of the Board of Directors or by any three members of the Board.
Notice of the meeting, stating a place, date, and hour, shall be given to each
Director by mail not less than three days before the date of the meeting.
Alternatively, notice may be given personally to each Director or by telephone,
telegram, facsimile, telecopy, fax, or similar means of communication not less
than twenty-four hours before the date of the meeting. Emergency meetings may be
convened on such shorter notice as the Chairman or Board members calling the
meeting deem necessary and appropriate under the circumstances. A special
meeting may be held at any time or place without notice by unanimous written
consent of all Directors or the presence of all Directors at such meeting.
6. Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the full Board, may establish from among its members
one or more committees. As allowed by general law and as provided in the
resolution establishing the committee, each committee shall have and may
exercise the powers and authority delegated to it by the Board of Directors to
manage the business affairs of the Company.
Each committee must have three or more members who will serve at the
pleasure of the Board of Directors. The Board, by resolution, may also designate
one or more Directors as alternate members of any committee.
The Board of Directors shall prescribe the manner in which committee
proceedings shall be conducted. Unless the Board otherwise provides, regular and
special meetings and other actions of any committee shall be governed by the
provisions of these by-laws applicable to meetings and actions of the Board of
Directors. Each
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committee shall keep minutes of meetings, copies of which shall be furnished to
all Directors. Each committee shall report all actions to the Board of
Directors.
7. Quorum. A quorum at any meeting shall consist of a majority of the
Board. A majority of such quorum shall decide any questions that may come before
the meeting. If at any meeting less than a quorum is present, the Directors
present, or a majority of them, may adjourn the meeting to another time and/or
place.
8. Indemnification of Directors and Officers. The Company shall
indemnify and reimburse and advance expenses for each Director and officer,
whether or not then in office, and his or her executor, administrator and heirs,
and may indemnify and reimburse and advance expenses to employees and agents of
the Company, against all reasonable expenses actually and necessarily incurred,
including but not limited to, judgments, costs and counsel fees in connection
with the defense of any litigation, civil or administrative action, suit or
proceeding, to which he or she may have been made a party because he or she is
or was a Director, officer, employee or agent of the Company or that he or she
was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise.
9. Meetings by Means of Conference Telephone Call or Similar
Communications Equipment. Meetings of the Board of Directors or committees of
the Board may be held by means of a telephone conference call or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by such means constitutes presence by
such person at a meeting.
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10. Nomination of Directors.
(a) A person is eligible to be elected to the Board of
Directors only if the person is nominated as provided in this Section.
(b) A person may be nominated at any Annual Meeting of
Shareholders, or at any Special Meeting of Shareholders called for the purpose
of electing directors.
(c) A person may only be nominated (i) by the Board of
Directors; or (ii) by a Shareholder (A) who has given the notice required by
this Section; and (B) who is a shareholder of record both on the date the notice
is given and on the record date for determining Shareholders entitled to vote at
the meeting at which the Shareholder will make the nomination.
(d) A Shareholder may make a nomination only if the
Shareholder gives notice of intent to make a nomination to the Secretary. The
notice must be (i) in writing; (ii) delivered or mailed to the Secretary at the
principal executive office of the Company; (iii) timely; and (iv) in proper
form.
(e) A notice of intent is timely only if it is actually
received at the Secretary's office within the applicable time specified below:
(i) If the Shareholder intends to make a nomination
at an Annual Meeting of Shareholders, the notice of intent
must be received not less than 90 days before the anniversary
of the date of the Notice of the Annual Meeting and Proxy
Statement for the immediately preceding year. If an Annual
Meeting is called for a date that is more than 30 days before
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or after the anniversary date of the previous Annual Meeting,
the notice of intent must be received not more than 10
business days after (A) the date of the Notice of the Annual
Meeting, or (B) the date the Company publicly discloses the
date of that Annual Meeting, whichever is first.
(ii) If the Shareholder intends to make a nomination
at a Special Meeting of Shareholders called for the purpose of
electing directors, the notice of intent must be received not
more than 10 days after the date on which the Company mails
notice of the Special Meeting to Shareholders or the date the
Company publicly disclosed the date of the Special Meeting of
Shareholders, whichever is first.
(f) A notice of intent is in proper form only if it
(i) states as to the Shareholder giving the notice:
(A) the Shareholder's name and address of
record;
(B) the number of shares of the Company's
stock the Shareholder owns beneficially and of record
as of the date of the notice;
(C) a description of all arrangements or
understandings between the Shareholder and each
proposed nominee and with any other person or persons
(including their names) under which the Shareholder
is acting in making the nomination;
(D) a representation that the Shareholder
intends to appear in person at the meeting to
nominate the persons named in the notice; and
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(E) all other information relating to the
Shareholder that the Company would be required to
disclose in a proxy statement or other filing
required in soliciting proxies for election of
directors under Section 14 of the Exchange Act and
the rules and regulations promulgated under it; and
(ii) states as to each person whom the Shareholder
proposes to nominate for election as a director:
(A) the person's name, age, business address
and residence address;
(B) the person's principal occupation or
employment;
(C) the number of shares of the Company's
stock the person owns beneficially and of record on
the date of the notice; and
(D) all other information about the person
that the Company would be required to disclose in a
proxy statement or other filing in soliciting proxies
for election of directors under Section 14 of the
Exchange Act, and the rules and regulations
promulgated under it.
(g) A nomination is not valid unless it is made in accordance
with the foregoing procedures.
ARTICLE IV - OFFICERS
1. Officers. The officers of the Company shall be a Chairman of the
Board of Directors and Chief Executive Officer, a President and Chief Operating
Officer, one or
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more Senior Vice Presidents and Vice Presidents, a Secretary and
one or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers, and a Controller. Any person may hold two or more offices except
that the Chairman of the Board of Directors shall not be also the Secretary or
an Assistant Secretary of the Company. The Board of Directors shall appoint all
officers of the Company, and shall approve the compensation of the Chairman and
Chief Executive Officer, President and Senior Vice Presidents of the Company.
The Chairman and Chief Executive Officer shall have the authority to appoint all
officers of the Company's subsidiaries.
2. Chairman and Chief Executive Officer. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Company, and subject to
the control of the Board of Directors, shall supervise, control and manage all
the business affairs of the Company. The Chairman shall preside at all meetings
of the Shareholders and the Board of Directors. In addition, the Chairman shall
possess and may exercise the powers and authority, and perform the duties that
are assigned to him or her by the Board of Directors. The Chairman may delegate
any of his or her powers to any other officer of the Company, subject to the
Chairman's overall supervision and responsibility.
3. President. The President shall report and be responsible to the
Chairman of the Board of Directors. The President shall have the powers and
perform the duties that are assigned or delegated to him or her by the Board of
Directors or the Chairman.
During the absence or disability of the Chairman, or at the request of
the Chairman, the President shall perform the duties and exercise the powers of
the Chairman. In the absence or disability of both the Chairman and the
President, the Senior Vice President or Vice President designated by the
Chairman, or if no one is designated
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by the Chairman, the Senior Vice President or Vice President designated by the
Board of Directors shall perform the duties and exercise the powers of the
Chairman.
4. Senior Vice President and Vice Presidents. Senior Vice Presidents
and Vice Presidents shall have the powers and perform the duties that are
assigned or delegated to them by the Board of Directors or the Chairman.
5. Secretary. The Secretary shall keep the minutes of all meetings;
shall have charge of the seal and the corporate books; shall execute with the
President, Senior Vice President or Vice President such instruments as require
such signatures; and shall make such reports and perform such other duties as
are incident to his or her office, or are properly required of him or her by the
Board of Directors. The Chairman may appoint one or more Assistant Secretaries,
and in the absence, disqualification or disability of the Secretary, any such
Assistant Secretary shall exercise the functions of the Secretary.
6. Treasurer. The Treasurer shall have the custody of all moneys and
securities of the Company and shall keep regular books of account under the
direction of the Board of Directors or the Chairman. He or she shall deposit all
funds and moneys of the Company in banks to be designated by the Board of
Directors or the Chairman, and shall perform such other duties as may be
required of him or her by the Board of Directors or the Chairman. The Board of
Directors may appoint one or more Assistant Treasurers, and in the absence,
disqualification or disability of the Treasurer, or at his or her direction, any
such Assistant Treasurer shall exercise the functions of the Treasurer.
7. Controller. The Controller shall maintain adequate records of all
assets, liabilities, and transactions of the Company, shall see that adequate
audits thereof are currently and regularly made, and, in conjunction with other
officers and department
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heads, shall initiate and enforce measures and procedures whereby the business
of the Company shall be conducted with the maximum safety, efficiency, and
economy. He or she shall attend such meetings of the Directors and Shareholders
of the Company and shall make such reports to the Chairman, the President and
the Board of Directors as the Chairman, the President or the Board of Directors
may prescribe, and shall perform such other duties as may be required of him or
her by the Board of Directors or Chairman.
8. Removal of Officers. Any officer of the Company may be removed from
his or her respective office or position at any time, with or without cause, by
the Chairman or the Board of Directors. The Chairman may be removed, with or
without cause, by the Board of Directors.
9. Other Officers and Employees. Each officer and employee of the
Company shall possess and may exercise authority, and shall perform duties that
are assigned to him or her by the Board of Directors or the Chairman and Chief
Executive Officer.
ARTICLE V - GENERAL PROVISIONS
1. Dividends. Dividends shall be declared only at such times and in
such amounts as the Board of Directors shall direct.
2. Seal. The corporate seal of the Company shall consist of two
concentric circles, between which is the following: "THE ST. JOE COMPANY", and
in the center shall be inscribed "Seal - Incorporated 1936."
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ARTICLE VI - AMENDMENTS
1. Amendments. These by-laws may be amended or repealed and new by-laws
adopted at any meeting of the Board of Directors by a majority vote. The fact
that the power to amend or repeal the by-laws has been conferred upon the Board
of Directors shall not divest the Shareholders of the same power.
Adopted by the Board of Directors this 23rd day of February, 1999.
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