EXHIBIT 3.2
By-Laws
of Ryder System Inc.
Revision Adopted December 8, 1975
Effective January 1, 1976
Amended April 30, 1976
Amended December 14, 1979
Amended February 22, 1980
Amended June 26, 1981
Amended December 16, 1982
Amended May 4, 1984
Amended October 25, 1984
Amended November 8, 1985
Amended February 28, 1986
Amended December 12, 1986
Amended December 18, 1987
Amended June 22, 1990
Amended February 21, 1992
Amended November 23, 1993
Amended February 18, 1999
Amended July 29, 1999
TABLE OF CONTENTS
PAGE
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ARTICLE I Name 1
ARTICLE II Offices 1
ARTICLE III Corporate Seal 1
ARTICLE IV Stockholders 2
ARTICLE V Directors 6
ARTICLE VI Officers 11
ARTICLE VII Stock Certificates 14
ARTICLE VIII Depositories and Checks 15
ARTICLE IX Fiscal Year 15
ARTICLE X Dividends 15
ARTICLE XI Waiver of Notice 16
ARTICLE XII Indemnification of Officers,
Directors, Employees and Agents 16
ARTICLE XIII By-Law Amendment 18
ARTICLE XIV Continuing Effect of
By-Law Provisions 19
BY-LAWS
OF
RYDER SYSTEM, INC.
ARTICLE I
Name
The name of this Corporation is RYDER SYSTEM, INC.
ARTICLE II
Offices
Section 1. Principal Florida Office
The principal office of the Corporation in the State of Florida shall
be in Miami, Dade County, Florida.
Section 2. Other Offices
The Corporation may also have offices in such other places, both within
and without the State of Florida, as the Board of Directors or the Chairman of
the Board may from time to time designate or as the business of the Corporation
may require. The registered office of the Corporation, required by applicable
law to be maintained in the State of Florida may be, but need not be, identical
with the Corporation's principal office in the State of Florida, and the address
of the registered office may be changed from time to time by the Board of
Directors or the Chairman of the Board.
ARTICLE III
Corporate Seal
The corporate seal shall be circular in form and have inscribed thereon
the following: "Ryder System, Inc., Incorporated Florida 1955".
ARTICLE IV
Stockholders
Section 1. Meetings of Stockholders
a. Annual Meeting
The annual meeting of stockholders of the Corporation shall be held at
such time and place, within or without the State of Florida, as may be
designated by the Board of Directors, at which meeting, in accordance with the
Restated Articles of Incorporation and these By-Laws, the stockholders shall
elect members of the Board of Directors and transact such other business as
lawfully may come before it.
b. Special Meetings
(1) Special meetings of the stockholders may be called by the holders
of not less than one-tenth of all the shares outstanding and entitled to vote at
such meeting or by the Board of Directors; and such meetings shall be held at
such time and place, within or without the State of Florida, as may be
designated by the Board of Directors.
(2) Before a stockholder may request or demand that a special meeting
of the stockholders be held for any purpose, the following procedure must be
satisfied:
(A) Any stockholder seeking to request or demand, or to have the
stockholders request or demand, a special meeting shall first, by written notice
to the Secretary of the Corporation, request the Board of Directors to fix a
record date, pursuant to Section 3.b. of Article V of these By-Laws, for the
purpose of determining the stockholders entitled to request the special meeting.
The Board of Directors shall promptly, but in all events within 10 days after
the date upon which such a request is received, fix such a record date. Every
request to fix a record date for determining the stockholders entitled to
request a special meeting shall be in writing and shall set forth the purpose or
purposes for which the special meeting is requested, the name and address, as
they appear in the Corporation's books, of each stockholder making the request
and the class and number of shares of the Corporation which are owned of record
by each such stockholder, and shall bear the signature and date of signature of
each such stockholder.
In the event of the delivery to the Corporation of any request(s)
or demand(s) by stockholders with respect to a special meeting, and/or any
related revocation or revocations, the Corporation shall engage nationally
recognized independent inspectors of elections for the purpose of performing a
prompt ministerial review of the validity of the request(s), demand(s) and/or
revocation(s).
(B) No request or demand with respect to calling a special
meeting of stockholders shall constitute a valid and effective stockholder
request or demand for a special meeting (i) unless (A) within 60 days of the
record date established in accordance with subsection b(2)(A) of this Section,
written requests or demands signed by stockholders of record representing a
sufficient number of shares as of such record date to
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request or demand a special meeting pursuant to subsection b(1) of this Section
are delivered to the Secretary of the Corporation and (B) each request or demand
is made in accordance with and contains the information required by Section
5.b(2) of this Article IV and (ii) until such date as the independent inspectors
engaged in accordance with this subsection b(2) certify to the Corporation that
the requests or demands delivered to the Corporation in accordance with clause
(i) of this subsection b(2)(B) represent at least the minimum number of shares
that would be necessary to request such a meeting pursuant to subsection b(1) of
this Section.
(3) If the Corporation determines that a stockholder or
stockholders have satisfied the notice, information and other requirements
specified in subsection b(2)(B)(i) of this Section, then the Board of Directors
shall adopt a resolution calling a special meeting of the stockholders and
fixing a record date, pursuant to Section 3.b. of Article V, for the purpose of
determining the stockholders entitled to notice of and to vote at such special
meeting. Notice of such special meeting shall be provided in accordance with
Section 1.c. of this Article IV, provided that such notice shall be given within
60 days (or such longer period as from time to time may be permitted by law)
after the date the request(s) or demand(s) for such special meeting is(are)
delivered to the Corporation in accordance with subsection b(2)(B)(i) of this
Section.
(4) In fixing a meeting date for the special meeting of
stockholders, the Board of Directors may consider such factors as it deems
relevant within the good faith exercise of its business judgment, including,
without limitation, the nature of the action proposed to be taken, the facts and
circumstances surrounding the request, and any plan of the Board of Directors to
call a special or annual meeting of stockholders for the conduct of related
business, provided that such meeting date shall be within 120 days (or such
longer period as may from time to time be permitted by law) after the date the
request(s) or demand(s) for such special meeting is(are) delivered to the
Corporation in accordance with subsection b(2)(B)(i) of this Section.
(5) Nothing contained in this Section 1.b. shall in any way be
construed to suggest or imply that the Board of Directors or any stockholder
shall not be entitled to contest the validity of any request or demand or
revocation thereof, or to take any other action (including, without limitation,
the commencement, prosecution or defense of any litigation with respect
thereto).
c. Notice of Meetings
Except as otherwise permitted by law, notice of all meetings of
stockholders stating the time and place, and, in the case of special meetings,
the purpose or purposes for which the meeting is called, shall be given by
mailing the same to each stockholder entitled to vote not less than ten days nor
more than sixty days before the date set for such meeting. Such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
d. Preparation of Voting List of Stockholders
The Secretary shall prepare and make, or cause to be prepared and
made, at least ten days before each meeting of stockholders, a complete list of
the stockholders
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entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each stockholder
as such information appears on the stock transfer books of the Corporation. Such
list shall be kept on file at the principal place of business of the
Corporation, shall be open to the examination of any stockholder during normal
business hours for said ten day period upon receipt by the Secretary of a
written request to make such an examination, and shall be produced and kept at
the time and place of the meeting during the whole time thereof subject to the
inspection of any stockholder who may be present.
Section 2. Quorum and Vote of Stockholders
The holders of a majority of the voting power of the total number of
shares outstanding and entitled to vote, present in person or represented by
proxy thereat, shall constitute a quorum at a meeting of stockholders for the
transaction of business, except as otherwise provided by law or by the Restated
Articles of Incorporation. If, however, a quorum does not exist at a meeting,
the holders of a majority of the shares present or represented and entitled to
vote at such meeting may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until holders of the requisite number
of shares entitled to vote shall be present. Except as otherwise required by
law, at any such adjourned meeting at which a quorum exists, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business in accordance with these By-Laws until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
If a quorum is present, action on a matter (including the election of
directors) shall be approved by the stockholders of the Corporation if the
matter receives the affirmative vote of the holders of a majority of the voting
power of the total number of shares outstanding and entitled to vote on such
matter, unless the matter is one upon which, by express provision of law a
greater vote is required or from time to time permitted by action of the Board
of Directors, or by the Restated Articles of Incorporation or these By-Laws a
greater or different vote is required, in any which case such express provision
shall govern and control the requisite vote requirement.
Section 3. Voting by Stockholders
Each stockholder entitled to vote at any meeting may do so in person or
by proxy appointed by instrument in writing, subscribed by such stockholder or
his duly authorized attorney-in-fact and filed with the Secretary or the
tabulator of the vote before or at the time of the meeting.
Section 4. Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
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Section 5. Transaction of Business at Stockholder Meetings
a. Annual Meetings of Stockholders
(1) The proposal of business (other than the nomination of
persons for election to the Board of Directors, which is governed exclusively by
Sections 1.b. and 2 of Article V of these By-Laws) for consideration by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors, or (c) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in subsection a(2) of
this Section, who shall be entitled to vote at the meeting, who is a stockholder
at the time of such meeting and who complies with the notice procedures set
forth in subsection a(2) of this Section.
(2)(A) For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of subsection a(1) above, the
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.
(B) To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 90 days prior to the date of such annual meeting.
(C) To be in proper written form, such stockholder's notice shall
be in writing, shall be executed by the stockholder and shall set forth (i) as
to any business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought, the reasons for
conducting such business at the meeting, and any material interest in such
business of such stockholder or the beneficial owner, if any, on whose behalf
the proposal is made; and (ii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made, (A) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, and (B) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
b. Special Meetings of Stockholders
(1) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to Section 1.c. of this Article IV.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders only in accordance with the provisions of
Sections 1.b. and 2 of Article V of these By-Laws. Resolutions or other
proposals for the transaction of business (other than the nomination of persons
for election to the Board of Directors) may be proposed at a special meeting of
stockholders (a) by or at the direction of the Board of Directors, or (b) in the
event a stockholder of the Corporation satisfies the procedures set forth in
Section 1.b(2) of this Article IV, by such stockholder of the Corporation who is
a stockholder of record at the time of giving of the notice provided for in the
second sentence of Section 1.b(3) of this Article IV, who shall be entitled to
vote at the meeting, who is a stockholder at the time of such meeting and who
complies with the notice procedures set forth in subsection b(2) of this
Section.
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(2) For business to be properly brought before a special meeting
by a stockholder pursuant to clause (b) of subsection b(1) above, the
stockholder must have delivered notice thereof in the form required by
subsection a(2)(C) of this Section to the Secretary of the Corporation at the
principal executive offices of the Corporation.
c. General
(1) Only such business shall be conducted at an annual or special
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section. The Chairman of the
meeting shall have the power and duty to determine whether any business proposed
to be brought before the meeting was properly brought before such meeting in
accordance with the procedures set forth in this Section and, if the Chairman
shall determine that any proposed business is not so brought in compliance with
this Section, to declare to the meeting that such defective proposal shall be
disregarded.
(2) Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, with respect to the matters set forth in
this Section. Nothing in this Section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE V
Directors
Section 1. Board of Directors
a. Number, election and terms
Except as otherwise fixed by or pursuant to the provisions of
Article III of the Restated Articles of Incorporation relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of the Directors of the Corporation shall be
13, but such number may be fixed from time to time at not less than three nor
more than 21 by resolution of the Board of Directors. The Directors, other than
those who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible. Such classes shall
originally consist of one class of four Directors who shall be elected at the
annual meeting of stockholders held in 1984 for a term expiring at the annual
meeting of stockholders to be held in 1985; a second class of three Directors
who shall be elected at the annual meeting of stockholders held in 1984 for a
term expiring at the annual meeting of stockholders to be held in 1986; and a
third class of four Directors who shall be elected at the annual meeting of
stockholders held in 1984 for a term expiring at the annual meeting of
stockholders to be held in 1987. The Board of Directors shall increase or
decrease the number of Directors in one or more classes as may be appropriate
whenever
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it increases or decreases the number of Directors pursuant to this Article V, in
order to ensure that the three classes shall be as nearly equal in number as
possible. At each annual meeting of the stockholders of the Corporation, the
successors of the class of Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.
b. Stockholder nomination of director candidates
Advance notice of stockholder nominations for the election of
Directors shall be given in the manner provided in Section 2 of this Article V.
c. Newly created directorships and vacancies
Except as otherwise provided for or fixed by or pursuant to the
provisions of Article III of the Restated Articles of Incorporation relating to
the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect directors
under specified circumstances, newly created directorships resulting from any
increase in the number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the remaining Directors
then in office, even though less than a quorum of the Board of Directors. Any
Director elected in accordance with the preceding sentence shall hold office
until the next election of directors by the stockholders and until such
Director's successor shall have been elected and qualified. No decrease in the
number of Directors constituting the Board of Directors shall shorten the term
of any incumbent Director.
d. Removal
Subject to the rights of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, any Director may be removed from
office, with or without cause, only by the affirmative vote of the holders of
75% the combined voting power of the then outstanding shares of stock entitled
to vote generally in the election of Directors, voting together as a single
class.
Section 2. Notification of Nominations
Subject to the rights of holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the Board of Directors
or a proxy committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders, 90 days in advance
of such meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder
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who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation if
so elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Section 3. Powers of Directors
a. General Powers
The Board of Directors shall have authority over the entire
management of the property, business, and affairs of this Corporation. In
addition to such powers as are herein and in the Restated Articles of
Incorporation expressly conferred upon it, the Board of Directors shall have and
may exercise all the powers of the Corporation, subject to the provisions of law
and the Restated Articles of Incorporation.
b. Establishment of Record Date
The Board of Directors shall fix in advance a date not exceeding
sixty days (or such longer period as may from time to time be permitted by law)
preceding the date of any meeting of stockholders, or any dividend payment date,
or the date necessary to make a determination of stockholders for any purpose,
nor less than ten days (or such shorter period as may from time to time be
permitted by law) prior to the date of any meeting of stockholders, as a record
date for the determination of the stockholders; and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
considered stockholders for purposes of such determination, notwithstanding any
transfer of stock on the books of the Corporation after any such record date
fixed as aforesaid.
Except as otherwise provided by law, unless the Board of
Directors fixes a new record date for any adjourned meeting of stockholders, the
record date originally fixed pursuant to this Section 3.b. of Article V for such
meeting shall remain the record date for such meeting.
The Board of Directors or any committee of the Board of Directors
authorized to fix record dates and declare dividends shall fix in advance a date
not exceeding sixty days (or such longer period, not inconsistent with the
Restated Articles of Incorporation, as may from time to time be permitted by
law) preceding the date of any Preferred Stock dividend payment date as a record
date for the determination of the stockholders of such Preferred Stock; and in
such case, only such stockholders as shall be holders of record of such
Preferred Stock on the date so fixed shall be considered stockholders of the
Preferred Stock for purposes of such determination, notwithstanding any transfer
of such Preferred Stock on the books of the Corporation after any such record
date fixed as aforesaid.
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c. Appointment of Committees
The Board of Directors may designate one or more committees,
consisting of at least two directors each, to perform such duties as may be
determined by the Board. The number of directors composing each such committee
and the powers conferred upon each such committee shall be determined by
resolution of the Board.
In the event that the Board of Directors shall designate a
committee that shall have the power to recommend or approve changes in the
compensation of executives of the Corporation or any subsidiary of the
Corporation and/or a committee that shall have the power to recommend nominees
for election as directors of the Corporation, the membership of each such
committee shall consist solely of directors who are "independent directors" as
defined in Section 7 of this Article V.
Section 4. Meetings of Directors
a. Regular Meetings
Regular meetings of the Board of Directors, or any committee
thereof, shall be held at any time or place, within or without the State of
Florida, as the Board, or such committee, may from time to time determine; and
if so determined, no notice thereof need be given.
After each election of directors, the Board, including the newly
elected directors, shall meet without notice for the purpose of electing
officers and transacting such other business as lawfully may come before it.
b. Special Meetings
Special meetings of the Board of Directors, or any committee
thereof, may be held at any time or place, within or without the State of
Florida, whenever called by the Chairman of the Board, the President, or at the
request of two or more directors or, for a special meeting of a committee, by
the chairman of such committee.
Notice of special meetings of the Board, or any committee
thereof, stating the time and place, shall be given by mailing the same to each
director or committee member, as appropriate, at his residence or business
address at least two days before the meeting, or by delivering the same to him
personally or by telephoning or telegraphing the same to him at said residence
or business address at least one day before the meeting. Such notice shall be
deemed to have been given on the date of mailing, telephoning or telegraphing as
the case may be.
c. Adjournments
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors, or any committee
thereof, to another time and place. Notice of any such adjourned meeting shall
be given to the directors who are not present at the time of the adjournment,
and to the other directors.
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d. Telephonic Participation at Meetings
Members of the Board of Directors may participate in a meeting of
the Board, or any committee thereof, by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at such meeting for all purposes.
e. Action Without a Meeting
Any action of the Board of Directors or of any committee thereof,
which is required or permitted to be taken at a meeting, may be taken without a
meeting if written consent to the action signed by all the members of the Board
or of the committee, as the case may be, is filed in the minutes of the
proceedings of the Board or of the committee.
Section 5. Quorum of Directors
A majority of the number of directors fixed in accordance with Section
1 of this Article V shall constitute a quorum of the Board for the transaction
of business, and one-half of the members of any committee shall constitute a
quorum of such committee; but a smaller number may adjourn any meeting until a
quorum is present.
When a quorum is present at any meeting of directors, a majority of the
members present shall decide any question brought before such meeting, except as
otherwise provided by law, the Restated Articles of Incorporation, or these
By-Laws.
Section 6. Compensation of Directors
Directors shall receive such compensation, including reimbursement of
expenses, for serving as members of the Board of Directors and for attendance at
each meeting of the Board of Directors, and members of committees of the Board
of Directors shall receive such compensation, including reimbursement of
expenses, for serving as members of a committee and for attendance at each
meeting of a committee, as the Board of Directors shall from time to time
prescribe.
Section 7.
Except as otherwise provided for or fixed by or pursuant to the
provisions of Article III of the Restated Articles of Incorporation relating to
the rights of holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, the majority of persons elected to the Board of
Directors shall consist of persons who are independent directors. For purposes
of this Article V, an "independent director" shall mean a director who: (i) has
not been employed by the Corporation or any subsidiary of the Corporation in an
executive capacity within the past five years; (ii) does not have, and is not
affiliated with a company, firm or institution that has, a significant economic
relationship to the Corporation (other than through stock ownership or customary
directors' fees); (iii) does not have a personal services contract with the
Corporation or any subsidiary of the Corporation and (iv) is not a familial
relative of any person described in (i) through (iii). Should the death,
resignation, disqualification or removal of any director result in the failure
of the requirement set forth in
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the preceding sentence to be met, such requirement shall not apply during the
term of the vacancy caused by such death, resignation, disqualification or
removal, and the remaining directors shall cause any such vacancy to be filled
in accordance with Subsection 1(c) of this Article V within a reasonable period
of time.
The Board of Directors shall have the exclusive right and power to
interpret and apply the provisions of this Article V relating to independent
directors and shall be entitled to rely upon the completeness and accuracy of
director's responses to written questionnaires circulated for the purpose of
enabling the Board of Directors to make the determinations of independence
required by this Article V.
Information regarding a nominee for director provided by a stockholder
pursuant to Section 2 of this Article V shall include such information as may be
necessary to enable the Board of Directors to make an informed determination as
to whether such nominee, if elected, would be an "independent director" as
defined in this Section.
ARTICLE VI
Officers
Section 1. Numbers and Titles
The officers of the Corporation shall be a Chairman of the Board, a
President, a Secretary, a Treasurer and a Controller and may also include one or
more Senior Executive Vice Presidents, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, and one or more Vice Presidents; all of whom
shall be elected by the Board of Directors. The Board of Directors may from time
to time appoint such other officers, including one or more Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers as they shall deem
necessary.
The Chairman of the Board and the President shall be members of the
Board of Directors, but the other officers need not be members of the Board.
Section 2. Tenure of Office/Removal of Officers
Officers of the Corporation shall hold their respective offices until
their successors are chosen and qualified, provided, however, that any officer
may be removed from such office during such term by the Board of Directors
whenever in its judgment the best interests of the Corporation will be served
thereby.
Section 3. Duties of Officers
a. Chairman of the Board
The Chairman of the Board shall preside at meetings of the Board
of Directors and of the stockholders.
He shall, subject to the approval of the Board of Directors,
submit a report to the stockholders of the Corporation for each fiscal year.
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He shall perform such other duties as the Board of Directors may
from time to time prescribe.
b. Chief Executive Officer
The Chief Executive Officer shall have overall responsibility for
supervision of the Corporation and shall report to the Board of Directors. He
shall see that the provisions of the By-Laws, all votes of the stockholders and
all orders and resolutions of the Board of Directors are carried into effect.
He shall preside at meetings of the stockholders in the absence
of the Chairman of the Board.
He shall have power to appoint proxies to vote stock of other
corporations owned by this Corporation.
He shall perform such other duties as the Board of Directors may
from time to time prescribe.
c. President
The President shall be the Chief Operating Officer of the
Corporation, shall report to the Chief Executive Officer and shall have overall
responsibility for supervision of the operations of the Corporation.
He shall preside at meetings of the stockholders in the absence
of the Chairman of the Board and Chief Executive Officer.
He shall perform such other duties as the Board of Directors may
from time to time prescribe.
d. Multiple Offices
The same person may hold one, two or all three of the offices
described in Paragraphs a., b. and c. above of this Section 3 as the Board of
Directors may prescribe.
e. Senior Executive Vice Presidents
The Senior Executive Vice Presidents shall have such powers and
perform such duties as the Board of Directors or the President may from time to
time prescribe.
f. Executive Vice Presidents
The Executive Vice Presidents shall have such powers and perform
such duties as the Board of Directors or the President may from time to time
prescribe.
g. Senior Vice Presidents
The Senior Vice Presidents shall have such powers and perform
such duties as the Board of Directors or the President may from time to time
prescribe.
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h. Vice Presidents
The Vice Presidents shall have such powers and perform such
duties as the Board of Directors or the President may from time to time
prescribe.
i. Secretary
The Secretary shall be Secretary of and shall attend, or a person
designated by him shall attend, all meetings of the stockholders, the Board of
Directors and all committees thereof. He, or such designated person, shall
record all of the proceedings of such meetings in books kept for that purpose.
He shall be custodian of the corporate seal and shall have the
power to affix it to any instrument requiring it and to attest the same.
He shall cause to be maintained a stock transfer book and such
other books as the Board of Directors may from time to time determine.
He shall serve all notices required by law, by these By-Laws, or
by resolution of the Board of Directors.
He shall, together with the President, sign certificates for
shares of the Corporation.
He shall perform such other duties as the Board of Directors or
the President may from time to time prescribe.
j. Treasurer
The Treasurer shall have the management and custody of the funds
and securities of the Corporation and he or persons designated by him, or by
others so authorized by the Board of Directors, shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors or by persons
authorized by the Board of Directors to make such designations.
He shall receive and disburse the funds of the Corporation for
corporate purposes and shall render to the Board of Directors and the President,
whenever they may require it, an account of all his transactions as Treasurer.
He shall perform such other duties as the Board of Directors or
the President may from time to time prescribe.
k. Controller
The Controller shall keep full and accurate accounts of all
assets, liabilities, commitments, receipts, disbursements, and other financial
transactions of the Corporation, including those of subsidiaries of the
Corporation, in books belonging to the Corporation, and shall perform all other
duties required of the accounting officer of the Corporation, and shall render
to the Board of Directors and the President, whenever they may require it, an
account of the financial condition of the Corporation.
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He shall perform such other duties as the Board of Directors or
the President may from time to time prescribe.
l. Assistant Secretaries
The Assistant Secretaries shall perform such of the duties of the
Secretary as the President or the Secretary may from time to time prescribe and
such other duties as the Board of Directors may from time to time prescribe.
m. Assistant Treasurers
The Assistant Treasurers shall perform such of the duties of the
Treasurer as the President or the Treasurer may from time to time prescribe and
such other duties as the Board of Directors may from time to time prescribe.
n. Assistant Controllers
The Assistant Controllers shall perform such duties of the
Controller as the President or the Controller may from time to time prescribe
and such other duties as the Board of Directors may from time to time prescribe.
Section 4. Delegation of Duties of Officers
The Board of Directors may delegate the powers or duties of any
officer of the Corporation in case of his absence, disability, death or removal,
or for any other reason, to any other officer or to any director.
ARTICLE VII
Stock Certificates
Section 1. Stock Certificates
Except as otherwise provided by resolution of the Board of Directors or
the Restated Articles of Incorporation or as permitted by law, every holder of
stock in the Corporation shall be entitled to have a certificate, representing
all shares to which he is entitled, in such form as may be prescribed by the
Board of Directors in accordance with the provisions of law. Such Certificates
shall be signed by the President and by the Secretary or an Assistant Secretary;
provided, however, that where any such certificate is signed by a party other
than an officer of the Corporation, such as a transfer agent or transfer clerk,
and by a registrar, the signatures of the President, Secretary, or Assistant
Secretary may be facsimiles. All certificates shall be counter-signed and
registered in such manner as the Board of Directors from time to time may
prescribe, and there shall be impressed thereon the seal of the Corporation or
imprinted thereon a facsimile of such seal.
In case any officer who signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, such signature shall be deemed to be valid and such
certificate may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.
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Section 2. Transfer of Stock
Shares of stock of the Corporation may be transferred by delivery of
the stock certificate, accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to sell, assign, and
transfer the shares on the books of the Corporation, signed by the person
appearing on the certificate to be the owner of the shares represented thereby;
and such shares shall be transferable on the books of the Corporation upon
surrender thereof so assigned or endorsed. In the case of a series of Preferred
Stock, shares of Preferred Stock may be transferred by delivery of the stock
certificate, as described above, or by such other method as may be set forth in
a statement of resolution establishing such series of Preferred Stock. The
person registered on the books of the Corporation as the owner of any shares of
stock shall be deemed by the Corporation to be the owner thereof for all
purposes exclusively and shall be entitled as the owner of such shares, to
receive dividends and to vote as such owner with respect thereto.
Section 3. Treasury Stock
Any shares of stock in the Corporation which may be redeemed,
purchased, or otherwise acquired by the Corporation after the issuance thereof,
shall have no voting rights and shall not participate in any dividends or
allotments of rights while such stock is held by the Corporation.
ARTICLE VIII
Depositories and Checks
Depositories of the funds of the Corporation shall be designated by the
Board of Directors or a duly authorized committee thereof; and all checks on
funds shall be signed by such officers or other employees of the Corporation as
the Board, or a duly authorized committee thereof, from time to time may
designate.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January and end on the 31st day of December in each year.
ARTICLE X
Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Restated Articles of
Incorporation.
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ARTICLE XI
Waiver of Notice
Any notice required to be given by law, by the Restated Articles of
Incorporation, or by these By-Laws may be waived in writing signed by the person
entitled to such notice and delivered to the Corporation, whether before or
after the time stated therein, except that attendance of a person at a meeting
shall constitute a waiver of notice of such meeting unless such attendance is
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
A director of the Corporation who is present at a meeting of the Board
of Directors (or a committee thereof) at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
ARTICLE XII
Indemnification of Officers,
Directors, Employees and Agents
Section 1. Indemnification
The Corporation shall, and does hereby, indemnify to the fullest extent
permitted or authorized by current or future legislation or current or future
judicial or administrative decisions (but, in the case of any such future
legislation or decisions, only to the extent that it permits the Corporation to
provide broader indemnification rights than permitted prior to such legislation
or decisions), each person (including here and hereinafter the heirs, executors,
administrators or the estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), against any liability (which
for purposes of this Article shall include any judgment, settlement, penalty or
fine) or cost, charge or expense (including attorneys' fees) asserted against
him or incurred by him by reason of the fact that such indemnified person (1) is
or was a director, officer or employee of the Corporation or (2) is or was an
agent of the Corporation as to whom the Corporation has agreed to grant such
indemnity or (3) is or was serving, at the request of the Corporation, as a
director, officer, employee of another corporation, partnership, joint venture,
trust or other enterprise (including serving as a fiduciary of any employee
benefit plan) or is serving as an agent of such other corporation, partnership,
joint venture, trust or other enterprise as to whom the Corporation has agreed
to grant such indemnity. Each director, officer, employee or agent of the
Corporation to whom indemnification rights under this Section 1 of this Article
have been granted shall be referred to as an "Indemnified Person".
Notwithstanding the foregoing, except as specified in Section 3 of this
Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless such authorization for such Proceeding (or any part
thereof) was not denied by the Board of
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Directors of the Corporation prior to sixty (60) days after receipt of notice
thereof from such Indemnified Person stating his intent to initiate such
Proceeding and only upon such terms and conditions as the Board of Directors may
deem appropriate.
Section 2. Advance of Costs, Charges and Expenses
Costs, charges and expenses (including attorneys' fees) incurred by an
officer, director or employee who is an Indemnified Person in defending a
Proceeding shall be paid by the Corporation to the fullest extent permitted or
authorized by current or future legislation or current or future judicial or
administrative decisions (but, in the case of any such future legislation or
decisions only to the extent that it permits the Corporation to provide broader
rights to advance costs, charges and expenses than permitted prior to such
legislation or decisions) in advance of the final disposition of such
Proceeding, upon receipt of an undertaking by or on behalf of the Indemnified
Person to repay all amounts so advanced in the event that it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article and upon such other terms and conditions, in the
case of agents as to whom the Corporation has agreed to grant such indemnity, as
the Board of Directors may deem appropriate. The Corporation may, upon approval
of the Indemnified Person, authorize the Corporation's counsel to represent such
person in any Proceeding, whether or not the Corporation is a party to such
Proceeding. Such authorization may be made by the Chairman of the Board, unless
he is a party to such Proceeding, or by the Board of Directors by majority vote,
including directors who are parties to such Proceeding.
Section 3. Procedure For Indemnification
Any indemnification or advance under this Article shall be made
promptly and in any event within sixty (60) days upon the written request of the
Indemnified Person. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnified Person in any court of competent
jurisdiction, if the Corporation denies such request under this Article, in
whole or in part, or if no disposition thereof is made within sixty (60) days.
Such Indemnified Person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct, if any, required by current or future legislation or by current or
future judicial or administrative decisions for indemnification (but, in the
case of any such future legislation or decisions, only to the extent that it
does not impose a more stringent standard of conduct than permitted prior to
such legislation or decisions), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
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Section 4. Survival of Indemnification
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of stockholders or disinterested directors or recommendation
of counsel or otherwise, both as to actions in such person's official capacity
and as to actions in another capacity while holding such office, and shall
continue as to an Indemnified Person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors,
administrators and the estate of such person. All rights to indemnification
under this Article shall be deemed to be a contract between the Corporation and
each Indemnified Person who serves or served in such capacity at any time while
this Article is in effect. Any repeal or modification of this Article or any
repeal or modification of relevant provisions of Florida corporation law or any
other applicable laws shall not in any way diminish any rights to
indemnification of such Indemnified Person, or the obligations of the
Corporation arising hereunder, for claims relating to matters occurring prior to
such repeal or modification.
Section 5. Insurance
The Corporation may purchase and maintain insurance on behalf of any
person who 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 (including serving as a fiduciary of an employee benefit plan),
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article XII or the applicable provisions of Florida law.
Section 6. Savings Clause
If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Indemnified Person as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any Proceeding, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated and as permitted by applicable law.
ARTICLE XIII
By-Law Amendment
Except as otherwise provided in the Restated Articles of Incorporation,
the Board of Directors shall have the power to adopt, alter, amend and repeal
the By-Laws of the Corporation (except insofar as the By-Laws of the Corporation
adopted by the stockholders shall otherwise provide). Any By-Laws made by the
stockholders may prescribe that they may not be altered, amended or repealed by
the Board of Directors. Any By-Laws made by the Board of Directors under the
powers conferred hereby and by the Restated Articles of Incorporation may be
altered, amended or repealed by the Board of Directors or by the stockholders.
Amendments to the By-Laws (including any amendment to this Article XIII) shall
be effected as follows:
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a. By Action of the Board of Directors
Unless a greater vote is specifically required by the laws of the State
of Florida, or a greater or different vote or a vote of stockholders is required
by the provisions of the Restated Articles of Incorporation, the Board of
Directors may alter, amend or repeal these By-Laws, or adopt such other By-Laws
as in their judgment may be advisable for the administration or regulation of
the management and affairs of the Corporation, to the extent not inconsistent
with the laws of the State of Florida or the Restated Articles of Incorporation,
only upon the affirmative vote of at least 75% of the total number of directors
as fixed in accordance with Section 1 of Article V of these By-Laws.
b. By Action of the Stockholders
Unless a greater vote is specifically required by the laws of the State
of Florida, or a greater or different vote is required by the provisions of the
Restated Articles of Incorporation, the stockholders may alter, amend or repeal
these By-Laws, or adopt such other By-Laws as in their judgment may be advisable
for the administration or regulation of the management and affairs of the
Corporation, to the extent not inconsistent with the laws of the State of
Florida or the Restated Articles of Incorporation, at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose in
accordance with the provisions of these By-Laws), only upon the affirmative vote
of at least 75% of the voting power of all the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.
ARTICLE XIV
Continuing Effect of By-Law Provisions
Any provision contained in these By-Laws which, at the time of its
adoption, was authorized or permitted by applicable law shall continue to remain
in full force and effect until such time as such provision is specifically
amended in accordance with these By-Laws, notwithstanding any subsequent
modification of such applicable law (except to the extent such By-Law provision
expressly provides for its modification by or as a result of any such
subsequently enacted law).
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