Exhibit 3.27
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Florida corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares
of the corporation shall set forth thereon the statements prescribed by
Section 607.0625 of the Florida Business Corporation Act ("Business
Corporation Act") and by any other applicable provision of law, must be
signed, either manually or in facsimile, by any one of the following
officers: the President, a Vice President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or by any officer
designated by the Board of Directors, and may bear the corporate seal or
its facsimile. If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the certificate is issued,
the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the
articles of incorporation, these Bylaws, or any written agreement in
respect thereof, transfers of shares of the corporation shall be made only
on the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a transfer agent or a
registrar and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws, the person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such
fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders to demand a special meeting, or to take any other action, the
Board of Directors, of the corporation may fix a date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty days after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.
- PLACE. Annual meetings and special meetings shall be held at
such place in or out of the State of Florida as the directors shall from
time to time fix.
- CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, or the Secretary or by any officer instructed by
the directors or the President to call the meeting. Special meetings may be
called in a like manner or whenever the holders of shares entitled to at
least ten percent of all the votes entitled to be cast at such meeting
shall make a duly authorized request that such meeting be called.
- NOTICE. Written notice of all meetings shall be given, stating
the place, date, and hour of the meeting and stating the place within the
city or other municipality or community at which the list of shareholders
of the corporation may be examined not less than ten and no more than sixty
days before the date of the meeting.
- VOTING LIST FOR MEETING. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of a shareholders' meeting,
arranged by voting group, with the address of and number and class and
series, if any of shares held by each shareholder. The shareholders' list
must be available for inspection by any shareholder, for a period of ten
days prior to the meeting or such shorter time as exists between the record
date and the meeting and continuing through the meeting at the
corporation's principal office, or at a place identified in the meeting
notice in the city where the meeting will be held, or at the office of the
corporation's transfer agent or registrar. A shareholder, his agent or
attorney is entitled on written demand to inspect the list subject to the
requirements of Section 607.1602(3) of the Business Corporation Act, to
copy the list, during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his
agent or attorney is entitled to inspect the list at any time during the
meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting - the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, the President, a Vice President, if any, or,
if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the shareholders. The Secretary of the corporation, or in
his absence, an Assistant Secretary, shall act as secretary of every
meeting, but, if neither the Secretary nor an Assistant Secretary is
present, the chairman of the meeting shall appoint a secretary of the
meeting.
- QUORUM. Unless the articles of incorporation or the Business
Corporation Act provides otherwise, a majority of the votes entitled to be
cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of
those shares exists with respect to that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.
- VOTING. Directors are elected by a plurality of the votes cast
by the shares entitled to vote in the election at a meeting at which a
quorum is present. If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing
the action, unless the articles of incorporation or the Business
Corporation Act requires a greater number of affirmative votes.
5. ACTION WITHOUT MEETING. Unless otherwise provided in the
articles of incorporation, action required or permitted by the provisions
of the Business Corporation Act to be taken at an annual or special meeting
of shareholders may be taken without a meeting, without prior notice, and
without a vote if the action is taken 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. In order
to be effective the action must be evidenced by one or more written
consents describing the action taken, dated and signed by approving
shareholders having the requisite number of each voting group entitled to
vote thereon, and delivered to the corporation by delivery to its principal
office in the State of Florida, its principal place of business, the
corporate Secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the corporate
action referred to therein, unless within sixty days of the date of the
earliest dated consent delivered in the manner required by Section 607.0704
of the Business Corporation Act, written consents signed by holders of
shares having the number of votes required to take action are delivered to
the corporation by delivery as set forth in Section 607.0704 of the Florida
Business Corporation Act. Action under this paragraph be subject to the
requirements of Section 607.0704 of the Business Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall
be exercised by or under the authority of, and the business and affairs of
the corporation managed under the direction of, a Board of Directors. The
Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Florida. The number of directors constituting the Board of Directors shall
be one or more. Subject to the foregoing limitation, such number of
directors may be fixed or changed from time to time by the shareholders.
3. TERMS AND VACANCIES. The terms of directors expire at the next
annual shareholders' meeting following their election. A decrease in the
number of directors does not shorten an incumbent director's term. The term
of a director elected to fill a vacancy expires at the next shareholders'
meeting at which directors are elected. Despite the expiration of a
director's term, the director continues to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors. Whenever a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, it may be
filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors, or by the
shareholders, unless the articles of incorporation provide otherwise.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix.
- PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Florida at such place as shall be fixed
by the Board.
- CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the Board, if any, the Vice Chairman of
the Board, if any, of the President, or of a majority of the directors in
office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. The notice of a special meeting need not
describe the purpose of the meeting. Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of notice
either before or after the meeting. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and a waiver of any and
all objection to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the
meeting, any objection to the transaction of business because the meeting
is not lawfully called or convened.
- QUORUM AND ACTION. A quorum of the Board of Directors consists
of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. If a quorum is present when a vote is taken,
the affirmative vote of a majority of directors present is the act of the
Board of Directors. The Board of Directors may permit any or all directors
to participate in a regular or special meeting by, or conduct the meeting
through use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present
in person at the meeting.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section
607.0808 of the Business Corporation Act.
6. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors' meeting or
committee meeting may be taken without a meeting if the action is taken by
all members of the Board or of the committee. The action must be evidenced
by one or more written consents describing the action taken, signed by each
director or committee member. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent
specifies a different effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office
in the corporation.
A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of
an officer authorized by the Board of Directors to prescribe the duties of
other officers; provided, that the Secretary shall have the responsibility
for preparation and custody of minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserves this
power exclusively to the shareholders in whole or in part, or the
shareholders in amending or repealing the Bylaws generally or a particular
Bylaw provision provide expressly that the Board of Directors may not amend
or repeal the Bylaws, generally or that Bylaw provision. The shareholders
may amend or repeal these Bylaws even though the Bylaws may also be amended
or repealed by the Board of Directors. No provision of this Article shall
be construed as purporting to negate the requirements of Section 607.1201
of the Business Corporation Act.