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Exhibit 3.1
AMENDED AND RESTATED
BYLAWS
OF
CUIDAO HOLDING CORP
(A Florida Corporation)
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal executive office of
the Corporation shall be at such place as the Board of Directors may from time
to time determine, but until a change is effected such principal office shall be
at: 3201 West Griffin Road, Suite 204, Ft. Lauderdale, Florida 33312.
SECTION 2. Other Offices. The Corporation may also have other
offices at such places, within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. Time and Place of Meetings. A meeting of stockholders
for any purpose may be held at such time and place, within or without the State
of Florida, as shall be stated on the notice thereof or in a duly executed
waiver of notice thereof.
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SECTION 2. Annual Meeting. The annual meeting of the stockholders
of the Corporation shall be held on the tenth day of May in each year if not a
legal holiday, and if a legal holiday, at such place, either within or without
the State of Florida, and at such time as set forth in the notice of the meeting
or in a duly executed waiver of notice thereof, for the election of the Board of
Directors and for the transaction of such other business as may properly be
brought before the meeting. In the event the annual meeting is not held on the
date above provided, the Board of Directors shall cause the meeting to be held
as soon thereafter as may be convenient. Such subsequent meeting shall be called
in the same manner as hereinafter provided for special meetings of stockholders.
SECTION 3. Special Meetings. Special meetings of the
stockholders, unless otherwise prescribed by statute, may be called at any time
for any purpose or purposes by the Board of Directors or the holders of not less
than 10 percent of all the shares entitled to be cast in any issue proposed to
be considered at the proposed special meeting; provided that said persons sign,
date and deliver to the Corporation one or more written demands for the meeting
describing the proposal for which it is to be held, and shall be held at such
place, either within or without the State of Florida, and at such hour as may be
designated by the Board of Directors in the notice of the meeting; provided,
however, that the time so fixed shall permit the giving of notice as provided in
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Section 4 of this Article II, unless such notice is waived as provided by law or
by these Bylaws. At a special meeting only such matters as may be specified in
the notice thereof shall be considered. Special meetings shall also be called
and held in such cases and in such manner as may be specifically required by law
or by the Articles of Incorporation.
SECTION 4. Notice of Meetings. Written notice of each meeting of
the stockholders, which shall state the place, date and hour of the meeting and,
in the case of a special meeting or where otherwise required by law, the purpose
or purposes for which it is called, shall be given, unless a different period is
required by law, not less than ten (10) nor more than sixty (60) days before the
date of such meeting, by or at the direction of the person calling the meeting.
If mailed, the notice of a meeting of stockholders shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation. No
business other than that stated in the notice shall be transacted at any meeting
without the unanimous consent of all the stockholders entitled to vote thereat.
Any such notice for any meeting other than the annual meeting shall, if issued
at the direction of the Board of Directors, so indicate. When a meeting is
adjourned to another time or place, notice need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
such an adjourned meeting, any
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business may be transacted that might have been transacted on the original date
of the meeting. If the adjournment is for more than thirty days after the date
of the original meeting, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
SECTION 5. Quorum. Except as otherwise required by law, the
Articles of Incorporation or these Bylaws, at all meetings of the stockholders,
the holders of a majority of the shares issued and outstanding and entitled to
vote shall be present in person or represented by proxy in order to constitute a
quorum for the transaction of any business. The holders of a majority of the
shares present in person or represented by proxy and entitled to vote thereat,
whether or not a quorum shall be present, may adjourn the meeting from time to
time, to a specified date or place. At any such adjourned meeting at which a
quorum may be present, the Corporation may transact any business which might
have been transacted at the original meeting.
As to any matter with respect to which a separate class vote is
required by the Articles of Incorporation, the holders of a majority of the
shares of such class which are then outstanding and entitled to vote shall be
present in person or represented by proxy in order to constitute a quorum for
the purpose of any separate vote required by such class.
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The absence from any meeting of the number of shares required by
law, the Articles of Incorporation or these Bylaws for action upon one matter
shall not prevent action at such meeting upon any other matter or matters which
may properly come before the meeting, if the number of shares required in
respect of such other matters shall be present.
SECTION 6. Organization. At each meeting of the stockholders, the
Chairman of the Board or, in his absence or inability to act, the Vice-Chairman
or, in his absence or inability to act, the President or, in his absence or
inability to act, a Vice President or, in his absence or inability to act any
person as may be designated by the Board of Directors or, in the absence of such
person or if there shall be no such designation, a chairman present in person or
represented by proxy shall act as chairman of the meeting. The Secretary or, in
his absence or inability to act, an Assistant Secretary, or in his absence or
inability to act, any person as may be designated from time to time by the Board
of Directors shall act as secretary of each meeting of stockholders and keep the
minutes thereof; if no such person is present or has been chosen, the holders of
record of a majority of shares of stock present in person or represented by
proxy and entitled to vote at the meeting shall choose any person present to act
as secretary of the meeting.
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SECTION 7. Order of Business. The order of business at all
meetings of the stockholders shall be as determined by the chairman of the
meeting.
SECTION 8. Voting and Required Vote. At each meeting of
stockholders, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder except as otherwise provided in the
Articles of Incorporation. Except as otherwise provided in the Articles of
Incorporation, and subject to statute, at each meeting of stockholders if there
shall be a quorum, the affirmative vote of the holders of a majority of shares
present in person or represented by proxy and entitled to vote thereat, shall
decide all matters brought before such meeting.
SECTION 9. Proxies. Each stockholder entitled to vote at any
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy. Any such proxy shall be delivered to the secretary of such meeting at
or prior to the time designated in the order of business for so delivering such
proxies. Each such proxy shall be in writing and executed by the stockholder or
his duly authorized attorney-in-fact, but no such proxy shall be voted after
eleven (11) months from its date unless such proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
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support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation generally.
SECTION 10. List of Stockholders. A complete list of the
stockholders entitled to vote at any annual or special meeting, arranged in
alphabetical order, with the address of each, and the number of shares held by
each, shall be prepared, or shall be caused to be prepared, by the Secretary and
shall be open to examination by any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city in which the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to the stockholders entitled to examine the
stock ledger, the list required by these Bylaws or the books of the Corporation,
or to vote in person or by proxy at any meeting of the stockholders.
SECTION 11. Voting by Fiduciary, Fiduciary, and Joint Owners.
Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. Persons whose stock is
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pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation he has expressly empowered the pledgee to vote thereon,
in which case only the pledgee, or his proxy, may represent such stock and vote
thereon.
If the shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants-in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:
(a) if only one votes, his act binds all;
(b) if more than one votes, the act of the majority so voting
binds all;
(c) if more than one votes, but the vote is evenly split on
any particular matter, each fraction may vote the
securities in question proportionally, or any person
voting the shares, or a beneficiary, if any, may apply to
the Circuit Court or such other court as may have
jurisdiction to appoint an additional person to act with
the persons so voting the shares, which shall then be
voted as determined by a majority of such persons and the
person
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appointed by the court. If the instrument so filed shows
that any such tenancy is held in unequal interest, a
majority or even-split for the purpose of this paragraph
shall be a majority or even-split in interest.
SECTION 12. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided by the Articles of Incorporation, any action required or
permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted, as provided by law. Within ten (10) days after
obtaining such authorization by written consent, notice shall be given to those
shareholders who have not consented in writing or who are not entitled to vote,
said notice shall fairly summarize the material features of the authorized
action and if the action requires the providing of dissenters' rights, said
notice shall comply with the disclosure requirements pertaining to dissenters'
rights of Florida law.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors,
which may exercise all such authority and powers of the Corporation and do all
such lawful acts and things as are not by statute, by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders or such other persons as provided therein.
SECTION 2. Qualification. Directors must be natural persons of 18
years of age or older but need not be residents of the State of Florida and need
not be shareholders of the Corporation.
SECTION 3. Number of Directors. The Corporation shall have no
fewer than three (3) nor more than seven (7) directors; the exact number to be
determined from time to time by resolution adopted by approval of the
outstanding shares or by the affirmative vote of a majority of the whole Board
of Directors, and such exact number shall be three (3) until otherwise
determined.
SECTION 4. Presumption of Assent. A director of the Corporation
who is present at a meeting of the Board of Directors at which an action on any
corporate matter is taken will be presumed to have assented to the action unless
such director votes
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against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
SECTION 5. Resignations. Any director may resign at any time upon
written notice to the Board of Directors, the Chairman or the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt thereof by the Board of Directors or by any such officer. If the
resignation is made effective at a date later than the date of receipt of the
written resignation by the Board of Directors or an authorized officer, then the
Board of Directors may fill the pending vacancy before the effective date if the
Board of Directors provides that the successor does not take office until the
effective date.
SECTION 6. Annual Meetings. The annual meeting of the Board of
Directors for the purpose of organizing the Board, appointing officers and
members of committees and transacting other business, shall be held immediately
following the annual meeting of the stockholders at the same place where such
meeting of stockholders shall be held. No notice shall be required for any such
meeting if held immediately after the adjournment, and at the site, of the
meeting of the stockholders. If not so held, notice shall be given in the same
manner as required for special meetings of the Board of Directors.
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SECTION 7. Regular Meetings. Additional regular meetings of the
Board of Directors may be held without notice at such times and places (within
or without the State of Florida) as shall have been approved and agreed to at
any prior meeting of the Board of Directors.
SECTION 8. Special Meetings. A special meeting of the Board of
Directors may be called at any time by the Chairman of the Board, the Vice
Chairman, the President or any Vice President or by two or more directors and
shall be held at such time and place (within or without the State of Florida) as
may be fixed by the person or persons calling the meeting; provided, however,
that the time so fixed shall permit the giving of notice as provided in Section
9 of this Article III.
SECTION 9. Notice of Special Meeting. Written notice of the time
and place of each special meeting of the Board of Directors shall be delivered
at least five (5) business days before the day on which such meeting is to be
held to each director personally, or by certified, registered or express mail,
postage prepaid, or telegram or cablegram or nationwide overnight courier
service addressed to such director at his address as it appears on the records
of the Corporation, confirmed on the same day by telegraph, telex, cable,
facsimile, wireless or telephone, and the method used for notice of such special
meeting need not be the same
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for each director being notified except as otherwise required by law, the
Articles of Incorporation or these Bylaws.
SECTION 10. Organization. The Chairman of the Board shall preside
over all meetings of the Board of Directors at which he is present. In his
absence or inability to act, the Vice Chairman shall preside. In the absence or
inability to act of the Chairman and Vice Chairman, the Board of Directors shall
select a chairman of the meeting from among the directors present. The Secretary
or, in his absence or inability to act, an Assistant Secretary, or in his
absence or inability to act, another director selected by the Board of Directors
shall act as secretary of the meeting and keep the minutes thereof.
SECTION 11. Quorum. A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present will be the act of the Board of Directors. At any meeting of the Board
of Directors, no action shall be taken (except adjournment, in the manner
provided below) until after a quorum has been established, except as otherwise
provided by law, the Articles of Incorporation or these Bylaws.
Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of directors who are
present at a regular meeting at which a quorum previously
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has been established (or at any adjournment of such meeting, provided that a
quorum shall have previously been established at such adjourned meeting) shall
be the act of the Board of Directors, regardless of whether or not a quorum is
present at the time such action is taken. In determining the number of directors
who are present at the time any such action is taken, any director who is in
attendance at such meeting but who, for just cause, is disqualified to vote on
such matter, shall not be considered as being present at the time of such action
for the purpose of establishing the number of votes required to take action on
any matter submitted to the Board of Directors, but shall be considered as being
present for purposes of determining the existence of a quorum.
In the event a quorum cannot be established at the beginning of a
meeting, a majority of the directors present at the meeting, or the Secretary of
the Corporation, if there be no director present, may adjourn the meeting from
time to time until a quorum be present. Only such notice of such adjournment
need be given as the Board of Directors may from time to time prescribe.
SECTION 12. Regulations. The Board of Directors may adopt such
rules and regulations for the conduct of its meetings and for the management of
the business and affairs of the Corporation as it may deem proper and not
inconsistent with law, the Articles of Incorporation and these Bylaws.
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SECTION 13. Written Consent in Lieu of Meetings. Any action
required to be taken at a meeting of the Board of Directors, or any action which
may be taken at a meeting of the Board of Directors or a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action to
be so taken, signed by all the directors, or all the members of the committee,
as the case may be, is filed in the minutes of the proceedings of the board or
of the committee. Such consent will have the same effect as a unanimous vote.
SECTION 14. Telephonic Participation. Any and all members of the
Board of Directors may participate in a meeting of the Board of Directors by
means of a conference telephone or similar communications equipment by means of
which all persons participating in such meeting can hear each other.
Participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting.
SECTION 15. Compensation. Directors shall be entitled to such
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending meetings of the Board of Directors as
may from time to time be fixed by the Board of Directors. The compensation of
directors may be on such basis as is determined by the Board of Directors. Any
director may waive compensation for any meeting. Any director receiving
compensation under these provisions shall not be barred
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from serving the Corporation in any other capacity and receiving compensation
and reimbursement for reasonable expenses for such other services.
ARTICLE IV
COMMITTEES
SECTION 1. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the total number of directors constituting
the entire Board, whether then in office or not, may appoint an Executive
Committee consisting of one or more directors, one of whom shall be designated
as Chairman of the Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his term as a
director or his earlier resignation or removal as a member of the Executive
Committee or as a director or until his death.
SECTION 2. Powers. The Executive Committee shall have and may
exercise those rights, powers and authority of the Board of Directors to the
extent permitted by law, and may authorize the seal of the Corporation to be
affixed to all papers that may require it, but shall not have the power or
authority with respect to approving or recommending to shareholders actions or
proposals required by law to be approved by shareholders, filling vacancies on
the Board of Directors or any committee thereof, adopting, amending or
repealing these Bylaws, authorizing or approving the reacquisition of shares
unless pursuant to a general formula or
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method specified by the Board of Directors and authorizing or approving 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 the Executive Committee to do
so within limits specifically prescribed by the Board of Directors.
SECTION 3. Procedure and Meetings. The Executive Committee shall
fix its own rules of procedure and shall meet at such times and at such place or
places as may be provided by such rules or as the members of the Executive
Committee shall fix. The Executive Committee shall keep minutes of its meetings,
which it shall deliver to the Board of Directors from time to time. The Chairman
of the Executive Committee or, in his absence, a member of the Executive
Committee chosen by a majority of the members present shall preside at meetings
of the Executive Committee, and the Secretary, or in his absence, an Assistant
Secretary, or in his absence another member of the Executive Committee chosen by
the Executive Committee, shall act as secretary of the Executive Committee.
SECTION 4. Quorum. All of the members of the Executive Committee
must be present in person or by electronic means for the transaction of
business, and the affirmative vote of all of the members shall be required for
any action of the Executive Committee.
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SECTION 5. Other Committees. The Board of Directors, by
resolutions adopted by a majority of the total number of directors constituting
the entire Board, whether then in office or not, shall establish an audit
committee and a compensation committee and may appoint such other committee or
committees as it shall deem advisable and with such rights, powers, and
authority as it shall prescribe. Each such committee shall consist of one or
more directors. Unless otherwise provided by the Board of Directors, a majority
of the members of each such other committee shall constitute a quorum, and the
acts of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee.
SECTION 6. Vacancies; Committee Changes. In the absence or
disqualification of a member of any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.
The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, and to discharge, any committee or
any member of any committee.
SECTION 7. Compensation. Members of the committee shall be
entitled to such compensation for their services as members of
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the committee and to such reimbursement for any reasonable expenses incurred in
attending committee meetings as may from time to time be fixed by the Board of
Directors. Any committee member receiving compensation under these provisions
shall not be barred from serving the Corporation in any other capacity and from
receiving compensation and reimbursement of reasonable expenses for such other
services.
SECTION 8. Telephonic Participation. Any and all members of the
committee designated by the Board of Directors may participate in a meeting of
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in such meeting can hear
each other, and participation in such a meeting pursuant to this Section shall
constitute presence in person at such meeting.
SECTION 9. Action by Consent. Any action required or permitted to
be taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent thereto shall be signed by all members of
the committee then in office, provided that the number of such members is
sufficient to constitute a quorum for such action, if any, and such written
consent is filed with the minutes of its proceedings.
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ARTICLE V
NOTICES
SECTION 1. Waiver of Notice. Whenever any notice is required to
be given by law, the Articles of Incorporation or these Bylaws, a written waiver
thereof, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to such notice.
Neither the business to be transacted at, nor the purpose of any regular or
special meeting of stockholders, any meeting of other security-holders, the
Board of Directors, or any committee of the Board of Directors need be specified
in any written waiver of notice unless so required by law, the Articles of
Incorporation or these Bylaws.
SECTION 2. Attendance at Meeting. Attendance of a person at any
meeting, whether of stockholders or other security-holders (in person or by
proxy), or the Board of Directors or any committee of the Board of Directors,
shall constitute a waiver of notice of such meeting, except when such person
attends such meeting for the express purpose of objecting, and objects, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not legally called or convened.
ARTICLE VI
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
Corporation shall include the Chairman, the Vice Chairman, the
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President, one or more Vice Presidents, a Treasurer, and a Secretary and such
other officers as may elected or appointed in accordance with the provisions of
Section 2 of this Article VI. Any number of offices may be held by the same
person. The Board of Directors shall determine who shall be the chief executive
officer of the Company.
SECTION 2. Selection, Term of Office and Qualification. The
officers shall be elected from time to time by the Board of Directors at its
first regular meeting after each annual meeting of stockholders. Each officer
shall hold his office until his successor is elected and qualified or until he
shall resign in the manner provided in Section 3 of this Article VI, or until he
shall have been removed in the manner provided in Section 4 of this Article VI,
or until his death. Other officers, including without limitation one or more
Assistant Treasurers and one or more Assistant Secretaries shall be chosen in
such manner, hold office for such period, have such authority, perform such
duties and be subject to removal as may be prescribed by the Board of Directors.
SECTION 3. Resignations. Any officer may resign at any time upon
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt thereof by the Board of Directors or any such officer.
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SECTION 4. Removal. Any officer may be removed at any time,
either with or without cause, by the Board of Directors; and any officer not
elected by the Board of Directors may be removed in such manner as may be
determined by the Board of Directors. Removal from office however, shall not
prejudice the contract rights, if any, of the person removed except as provided
in such contract.
SECTION 5. Vacancies. Any vacancy occurring in any office of the
Corporation which is required by Section 2 of this Article VI to be elected by
the Board of Directors, whether by death, resignation, removal or otherwise,
shall be filled for the unexpired portion of the term by the Board of Directors.
A vacancy in any other office shall be filled in such manner as may be
determined by the Board of Directors.
SECTION 6. Chairman. The Chairman may be the chief executive
officer of the Corporation if the Board of Directors shall so determine and, in
such case and subject to the direction of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation, shall
have general supervision over its other officers and agents and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
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SECTION 7. Vice Chairman. The Vice Chairman shall have such
powers and perform such duties as may from time to time be assigned to him by
the Board of Directors and shall report to the Chairman, subject to the control
of the Board of Directors.
SECTION 8. The President. The President shall have, subject to
the control of the Chairman, if the Chairman is designated as the chief
executive officer of the Corporation and the Board of Directors, general and
active management of the business of the Corporation and general and active
supervision and direction over the business operations and affairs of the
Corporation and over its several officers, agents and employees. He shall be an
ex officio member of all committees of the Board. In general, he shall have
such other powers and shall perform such other duties as usually pertain to the
office of the President or as from time to time may be assigned to him by the
Board or these Bylaws. The President may be the chief executive officer of the
Corporation if the Board of Directors shall so determine and, in such case and
subject to the direction of the Board of Directors, shall have general charge of
the business, affairs and property of the Corporation, shall have general
supervision over its other officers and agents and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 9. Vice President. The Vice President or, in the event
there be more than one, the Vice Presidents in the order
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designated, or in the absence of any designation, in the order of their
seniority, shall have such powers and perform such duties as from time to time
may be assigned to them by the Board of Directors.
SECTION 10. The Treasurer and Assistant Treasurers. The Treasurer
shall:
(a) have charge and custody of, and be responsible for, all
the funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to
the credit of the Corporation in such depositories as may
be designated by the Board of Directors;
(d) receive moneys due and payable to the Corporation from any
source whatsoever and give receipts for moneys so paid;
(e) disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the
Board of Directors, taking proper vouchers therefor;
(f) render to the President and the Board of Directors at the
regular meetings of the Board, or whenever they may
request it, an account of all his trans-
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actions as Treasurer and of the financial condition of the
Corporation; and
(g) in general, have all the powers and perform all the duties
incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the Board
of Directors or the President.
The Assistant Treasurer or Assistant Treasurers, if any, shall in the absence or
disability of the Treasurer or at his request, perform his duties and exercise
his powers and authority as may be assigned to him by the Board of Directors or
the President.
SECTION 11. The Secretary and Assistant Secretaries. The
Secretary shall:
(a) attend all meetings of the Board of Directors, any
committee of the Board of Directors, stockholders and
other security-holders and record all votes and the
proceedings of such meetings in minute books to be kept by
him for that purpose;
(b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix
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and attest the seal to all other documents to be executed
on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and
filed are properly kept and filed; and
(e) in general, have all the powers and perform all the duties
incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board
of Directors or the President.
The Assistant Secretary or Assistant Secretaries, if any, shall, in the absence
or disability of the Secretary or at his request, perform his duties and
exercise his powers and authority as may be assigned to him by the Board of
Directors or the President.
SECTION 12. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board of Directors; no
officer of the Corporation shall be prevented from receiving compensation
because he is also a director of the Corporation.
ARTICLE VII
CAPITAL STOCK AND DIVIDENDS
SECTION 1. Stock Certificates for Shares. Every holder of shares
of capital stock of the Corporation will be entitled to
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have a certificate representing all shares to which he is a holder. No
certificate representing shares will be issued until such shares are fully paid.
Certificates for shares of the capital stock of the Corporation shall be in such
form, not inconsistent with the Articles of Incorporation, as shall be approved
by the Board of Directors and shall be signed by or in the name of the
corporation by the Chairman or Vice-Chairman or by the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, provided that the signatures of any such officers
thereon may be facsimiles. The seal of the Corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such certificates. A
certificate may also be signed by the transfer agent and a registrar as the
Board of Directors may determine, and in such case the signature of the transfer
agent or the registrar may also be facsimile, engraved or printed. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
SECTION 2. Stock Records. The Corporation shall keep at such
place or places, within or without the State of Florida, as the Board of
Directors may from time to time determine, the stock record books in which shall
be recorded the number of shares
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issued, the names of the owners of the shares, the number of shares owned by
them respectively, and the transfer of such shares with the date of transfer.
Blank stock certificate books shall be kept by the Secretary or by any officer
or agent designated by the Board of Directors.
SECTION 3. Registration of Transfers. Registration of transfer of
certificates representing shares of stock of the Corporation shall be effected
only on the books of the Corporation only upon authorization by the registered
holder thereof, or by his attorney duly executed and filed with the Secretary or
with a designated transfer agent or transfer clerk, and upon surrender to the
Corporation or any transfer agent of the Corporation of the certificate or
certificates being transferred, which certificate or certificates shall be
properly endorsed or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Whenever a certificate is endorsed by or
accompanied by a stock power executed by someone other than the person or
persons named in the certificate, evidence of authority to transfer shall also
be submitted with the certificate. Whenever any transfers of shares shall be
made for collateral security and not absolutely, and both the transferor and
transferee request the Corporation to do so, such fact shall be stated in the
entry of the transfer.
SECTION 4. Determination of Stockholders. Except as otherwise
provided by law, the Corporation shall be entitled to
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recognize the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of such share or shares for all
purposes, including, without limitation, the right to receive dividends or other
distributions, and to vote as such owner. The Corporation may hold any such
stockholder of record liable for calls and assessments and the Corporation shall
not be bound to recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof.
SECTION 5. Regulations Governing Issuance and Transfer of Shares.
The Board of Directors shall have the power and authority to make all such rules
and regulations, not inconsistent with these Bylaws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
SECTION 6. Fixing of Record Date. In order that the Corporation
may determine the stockholders of record entitled to notice of, or to vote at,
any meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate
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action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. Except as otherwise provided by law, the Articles of
Incorporation, these Bylaws or by resolution of the Board of Directors:
(1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on
which the meeting is held;
(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written
consent is expressed; and
(3) The record date for determining stockholders for any other
purpose shall be at the close of business
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on the day on which the Board adopts the resolution
relating thereto.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may affix a new record date for the
adjourned meeting.
SECTION 7. Lost, Stolen or Destroyed Stock Certificates. The
holder of any certificates representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or mutilation
of such certificate, and the Board of Directors may authorize the issuance of a
new certificate of stock in lieu thereof upon satisfactory proof of such loss,
theft or destruction upon the giving of an open penalty bond with surety
satisfactory to the Treasurer and the Corporation's counsel, to protect the
Corporation or any person injured on account of the alleged loss, theft or
destruction of any such certificate or the issuance of a new certificate from
any liability or expense which it or they may incur by reason of the original
certificates remaining outstanding and upon payment of the Corporation's
reasonable costs incident thereto.
SECTION 8. Dividends and Reserves. Subject to the provisions of
law or of the Articles of Incorporation, the Board of Directors may, out of
funds available therefor at any regular or special meeting, declare dividends
upon the capital stock of the
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Corporation as and when they deem expedient. Before declaring any dividend there
may be set apart out of any funds of the Corporation available for dividends,
such sum or sums as the Board of Directors may from time to time in their
discretion deem proper as a reserve fund for working capital, to meet
contingencies, or for equalizing dividends, or for the purpose of repairing,
maintaining or increasing the property or business of the Corporation, or for
such other purposes as the Board of Directors shall deem to be in the best
interests of the Corporation. The Board of Directors may, in its discretion,
modify or abolish any such reserve at any time.
ARTICLE VIII
BOOKS AND RECORDS
SECTION 1. Books and Records. The Corporation shall keep as
permanent records minutes of all meetings of its 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 in place of the Board of Directors on behalf of the
Corporation. Furthermore, the Corporation shall maintain accurate accounting
records. Furthermore, the corporation shall maintain the following:
(i) A record of its 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;
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(ii) The Corporation's Articles or Restated Articles of Incorporation
and all amendments thereto currently in effect;
(iii) The Corporation's Bylaws (or Restated Bylaws and all amendments
thereto currently in effect;
(iv) Resolutions adopted by the Board of Directors creating one or more
classes or series of shares and fixing their relative rights, preferences and
limitations if shares issued pursuant to those resolutions are outstanding;
(v) The minutes of all shareholders' meeting and records of all actions
taken by shareholders without a meeting for the past three years;
(vi) Written communications to all shareholders generally or all
shareholders of a class or series within the past three years including the
financial statements furnished for the past three years to shareholders as may
be required under Florida law;
(vii) A list of the names and business street addresses of the
corporation's current directors and officers; and
(viii) A copy of the Corporation's most recent annual report delivered
to the Department of State.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form.
SECTION 2. Shareholder's Inspection Rights. A shareholder of the
Corporation (including a beneficial owner whose shares are held in a voting
trust or a nominee on behalf of a beneficial owner) may inspect and copy, during
regular business
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hours at the Corporation's principal office, any of the corporate records
required to be kept pursuant to Section 1 of this Article of these Bylaws, if
said shareholder gives the Corporation written notice of such demand at least
five business days before the date on which the shareholder wishes to inspect
and copy. The foregoing right of inspection is subject however to such other
restrictions as are applicable under Florida law, including, but not limited to,
the inspection of certain records being permitted only if the demand for
inspection is made in good faith and for a proper purpose (as well as the
shareholder describing with reasonable particularity the purpose and records
desired to be inspected and such records are directly connected with the
purpose).
SECTION 3. Financial Information. Unless modified by resolution
of the shareholders within 120 days of the close of each fiscal year, the
Corporation shall furnish the shareholders annual financial statements which may
be consolidated or combined statements of the Corporation and one or more if its
subsidiaries as appropriate, that include a balance sheet as of the end of the
fiscal year, an income statement for that year, and a statement of cash flow for
that year. If financial statements are prepared on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis. If the annual financial statements are reported on by a
public accountant, said accountant's report shall accompany said statements. If
said annual financial statements are not reported on by a public
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accountant, then the statements shall be accompanied by a statement of the
Chairman or the person responsible for the Corporation's accounting records (a)
stating his reasonable belief whether the statements were prepared on the basis
of generally accepted accounting principles and if not, describing the basis of
preparation; and (b) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year. The annual financial statements shall be mailed to each
shareholder of the Corporation within 120 days after the close of each fiscal
year or within such additional time as is reasonably necessary to enable the
Corporation to prepare same, if, for reasons beyond the Corporation's control,
said annual financial statement cannot be prepared within the prescribed period.
SECTION 4. Other Reports to Shareholders. The Corporation shall
report any indemnification or advanced expenses to any director, officer,
employee, or agent (for indemnification relating to litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.
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Additionally, if the Corporation issues or authorizes the issuance of
shares for promises to render services in the future, the Corporation shall
report in writing to the shareholders the number of shares authorized or issued
and the consideration received by the Corporation, with or before the notice of
the next shareholders' meeting.
ARTICLE IX
CORPORATE INDEMNIFICATION
The Corporation shall indemnify any person:
(1) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by, or in the
right of, the Corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
Corporation, partnership, joint venture, trust, or other enterprise against such
costs and expenses, and to the extent and in the manner provided under Florida
law.
(2) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee, or
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agent of another corporation, partnership, joint venture, trust, or other
enterprise against such costs and expenses, and to the extent and in the manner
provided under Florida law.
The extent, amount, and eligibility for the indemnification provided
herein will be made by the Board of Directors. Said determinations will be made
by a majority vote to a quorum consisting of directors who were not parties to
such action, suit, or proceeding or by the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such action suit or
proceeding.
The corporation will have the power to make further indemnification as
provided under Florida law except to indemnify any person against gross
negligence or willful misconduct.
The Corporation is further authorized to purchase and maintain insurance
for indemnification of any person as provided herein and to the extent provided
under Florida law.
ARTICLE X
GENERAL PROVISIONS
SECTION 1. Execution of Contracts, Papers and Documents. Except
as otherwise required by law, the Articles of Incorporation or these Bylaws, any
contract or other instrument may be executed and delivered in the name and on
behalf of the Corporation by such officers or employees of the Corporation as
the Board of Directors may from time to time determine, or in the absence of
such determination, by the Chairman or the President. Such authority
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may be general or confined to specific instances as the Board of Directors may
determine. Unless authorized by the Board of Directors or expressly permitted by
these Bylaws, no officer or agent or employee shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge its credit or
to incur a pecuniary liability for any purpose.
SECTION 2. Voting Shares in Other Corporations. The Corporation
may vote any and all shares of stock and other securities having voting rights
which may at any time and from time to time be held by it in any other
corporation or corporations and such vote may be cast either in person or by
proxy by such officer of the Corporation as the Board of Directors may appoint
or, in the absence of such appointment, by the Chairman or President.
SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of indebtedness of the
Corporation, shall be signed in the name and on behalf of the Corporation by
such persons and in such manner as shall from time to time be authorized by the
Board.
SECTION 4. Corporate Seal. The Board of Directors shall provide a
suitable seal which shall bear the name of the Corporation, the year of
incorporation and shall include the words "Corporate Seal, Florida." Said seal
shall be in the custody of
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the Secretary of the Corporation, and the Board of Directors may prescribe that
one or more duplicates thereof be kept in the custody of such other officer or
officers of the Corporation.
SECTION 5. Fiscal Year. The fiscal year of the Corporation shall
be a period of either fifty-two (52) or fifty-three (53) weeks as may be
determined by the Board of Directors from time to time.
ARTICLE XI
TRANSACTIONS WITH DIRECTORS AND OFFICERS
SECTION 1. Affiliated Transactions. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be valid unless, at the time of the
contract or transaction, the Board of Directors consists of at least two (2)
independent directors, and a majority of such independent directors, after
having access, at the Corporation's expense, to the Corporation's or independent
legal counsel, approve such contract or transaction. For purposes of this
Section 1 of this Article XI of the Bylaws, an independent director shall be a
member of the Board of Directors who is not an officer or employee of the
Corporation, its subsidiaries or
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affiliates, a promoter or does not have a material business or professional
relationship with the Corporation.
SECTION 2. Determining Quorum. Interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorized an affiliated contract or
transaction.
ARTICLE XII
AMENDMENT
The power to adopt, amend or repeal these Bylaws shall be in the
stockholders entitled to vote and may be exercised by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed amendment or repeal be contained in the notice of such special
meeting. Such power shall also be conferred upon the directors and may be
exercised by the affirmative vote of a majority of the Board of Directors at any
regular meeting of the Board of Directors or at any special meeting of the Board
of Directors if notice of the proposed amendment or repeal be contained in the
notice of such special meeting, but the fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal the Bylaws.
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THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of Cuidao
Holding Corp., a Florida corporation (the "Corporation"), and that the foregoing
Amended and Restated Bylaws were adopted as the Bylaws of the Company on October
30, 1997, by the duly elected directors of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal the 30th day of October, 1997.
[SIG]
-------------------------------
Edward L. Magdycz, Secretary
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