U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: August 14, 2003
STRATEGIC CAPITAL RESOURCES, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-28168 11-3289981
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(Commission File No.) (IRS Employer Identification No.)
7900 Glades Road
Suite 610
Boca Raton, Florida
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(Address of principal executive offices)
33434
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(Zip code)
Registrant's telephone number, including area code: (561) 558-0165
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Item 5. Other Events and Regulation FD Disclosure
Effective August 14, 2003, Strategic Capital Resources, Inc. ("we," "us,"
"our" or the "Company"), successfully consummated a reincorporation, changing
the jurisdiction of its incorporation from Delaware to Florida. This
reincorporation was authorized by the affirmative vote of our Board of Directors
and the holders of a majority of our issued and outstanding common stock on June
30, 2003. To effect our reincorporation in Florida, we merged with and into a
wholly-owned subsidiary incorporated in Florida pursuant to a Plan and Agreement
of Merger by and between us and Strategic Capital Resources, Inc., the aforesaid
Florida corporation. We had previously filed an Information Statement with the
Securities and Exchange Commission advising of this action, which Information
Statement was disseminated to our shareholders on or about July 17, 2003.
The principal reasons for our reincorporation are (i) we are headquartered
in Florida and have no operations in Delaware; and (ii) our Board of Directors
believe that a change in our state of incorporation from Delaware to Florida
provides significant cost savings to us. Corporations organized under the
Delaware General Corporation Law are required to pay a franchise tax to the
state of Delaware. The annual franchise tax payable by us to Delaware for 2003,
absent this change of domicile, would have been approximately $150,000. By
contrast, corporations organized under the Florida Business Corporation Act do
not pay annual franchise taxes to the State of Florida, but instead pay a
nominal fee of approximately $150 in connection with the filing of annual
reports.
As a result of the reincorporation, we will now conduct our business as a
Florida corporation under the same name as we have previously, Strategic Capital
Resources, Inc. We have assumed all of the assets and liabilities of the
Delaware corporation, including contractual obligations and obligations under
our outstanding indebtedness. Our existing Board of Directors and officers have
become the Board of Directors and officers of the Florida corporation for
identical terms of office.
Further, each outstanding share of the former Delaware corporation's common
stock has automatically been converted into one fully paid and nonassessable
share of outstanding common stock of the new Florida corporation. Outstanding
options and warrants to purchase or otherwise acquire shares of common stock
have been converted into options to purchase or otherwise acquire the same
number of shares of common stock of the new Florida corporation at the same
exercise price per share and upon the same terms and conditions as previously
set forth in each such option or warrant. We do not intend to issue new stock
certificates to our stockholders of record as a result of the merger and each
certificate representing issued and outstanding shares of our common stock
immediately prior to the effective date of the merger will evidence ownership of
the shares of common stock of the new Florida corporation, effective this date.
Thus, it will not be necessary for our shareholders to exchange their existing
stock certificates for certificates of the new Florida corporation. Outstanding
stock certificates should not be destroyed or sent to us.
Other than revisions to statutory references necessary to conform with
Florida law,, our new Articles of Incorporation and bylaws are substantially
similar to our previous Certificate of Incorporation, as amended and bylaws.
Item 7(c). Exhibits.
3.3 Articles of Incorporation of new Florida corporation
3.4 Bylaws of new Florida corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRATEGIC CAPITAL RESOURCES, INC.
By: s/ David Miller
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David Miller, Chief Executive Officer
Dated: August 14, 2003
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EXHIBIT 3.3
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ARTICLES OF INCORPORATION
-------------------------
OF
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STRATEGIC CAPITAL RESOURCES, INC.
---------------------------------
The undersigned, a natural person competent to contract, does hereby make,
subscribe and file these Articles of Incorporation for the purpose of organizing
a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
--------------
The name of this Corporation shall be: Strategic Capital Resources, Inc.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
------------------------------------
The principal office and mailing address of the Corporation is 7900 Glades
Road, Suite 610, Boca Raton, FL 33434.
ARTICLE III
CAPITAL STOCK
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The maximum number of shares that this Corporation shall be authorized to
issue and have outstanding at any one time shall be 30,000,000 which are to be
divided into two classes as follows:
25,000,000 shares of common stock, par value $.001 par value
5,000,000 shares of preferred stock, par value $.01 par value
The preferred stock may be created and issued from time to time in one or
more series and with such designations, rights, preferences, conversion rights
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the creation and
issuance of such preferred stock as may be adopted from time to time in the sole
discretion by the Corporation's Board of Directors pursuant to the authority in
this paragraph given.
In accordance with Section 607.10025(7) of the Florida Business Corporation
Act, upon the effectiveness of a combination, as such term is defined in Section
607.10025(1) of such Act,
the authorized shares of the classes or series affected by the combination shall
not be reduced or otherwise affected by the percentage by which the issued
shares of such class or series were reduced as a result of the combination.
ARTICLE IV
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
------------------------------------
The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:
David Miller
3565 N.W. 61st Circle
Boca Raton, FL 33496
ARTICLE V
INCORPORATOR
------------
The name and address of the person signing these Articles of Incorporation
as the Incorporator is:
David Miller
3565 N.W. 61st Circle
Boca Raton, FL 33496
ARTICLE V
INDEMNIFICATION
---------------
This Corporation shall indemnify any director, officer, employee or agent
of the Corporation to the fullest extent permitted by Florida law.
ARTICLE VI
AFFILIATED TRANSACTIONS
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This Corporation expressly elects not to be governed by Section 607.0901 of
the Florida Business Corporation Act, as amended from time to time, relating to
affiliated transactions.
ARTICLE VII
CONTROL SHARE ACQUISITIONS
--------------------------
This Corporation expressly elects not to be governed by Section 607.0902 of
the Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.
s/David Miller
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David Miller, President
THE UNDERSIGNED, named as the registered agent in Article IV of these
Articles of Incorporation, hereby accepts the appointment as such registered
agent, and acknowledges that he is familiar with, and accepts the obligations
imposed upon registered agents under, the Florida Business Corporation Act,
including specifically Section 607.0505.
REGISTERED AGENT:
s/David Miller
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David Miller
EXHIBIT 3.4
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BYLAWS
OF
STRATEGIC CAPITAL RESOURCES, INC.
a Florida corporation
BYLAWS
OF
STRATEGIC CAPITAL RESOURCES, INC.
(a Florida corporation)
ARTICLE I
DEFINITIONS
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As used in these Bylaws, the term:
1.1 "Articles of Incorporation" means the initial articles of incorporation
of the Corporation, as amended, supplemented or restated from time to time.
1.2 "Assistant Secretary" means an Assistant Secretary of the Corporation.
1.3 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.
1.4 "Board" means the Board of Directors of the Corporation.
1.5 "Business Corporation Act" means the Florida Business Corporation Act,
Section 607.0101 et seq. of the Florida Statutes, as amended from time to time.
1.6 "Bylaws" means the initial bylaws of the Corporation, as amended,
supplemented or restated from time to time.
1.7 "Chairman" means the Chairman of the Board of the Corporation.
1.8 "Corporation" means Strategic Capital Resources, Inc., a Florida
corporation.
1.9 "Directors" means the directors of the Corporation.
1.10 "President" means the President of the Corporation.
1.11 "Secretary" means the Secretary of the Corporation.
1.12 "Shareholders" means the shareholders of the Corporation.
1.13 "Treasurer" means the Treasurer of the Corporation.
1.14 "Vice President" means a Vice President of the Corporation.
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ARTICLE II
SHAREHOLDERS
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2.1 Place of Meetings. Every meeting of shareholders shall be held at the
office of the Corporation or at such other place within or without the State of
Florida as shall be specified or fixed in the notice of such meeting or in the
waiver of notice thereof.
2.2 Annual Meeting. A meeting of shareholders shall be held annually for
the election of directors and the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be as
determined by the Board and designated in the notice of meeting.
2.3 Special Meetings. A special meeting of shareholders, unless otherwise
prescribed by statute, may be called at any time by the Board, by the Chairman,
by the President or by the holders of not less than ten percent (10%) of the
outstanding shares entitled to vote at any meeting of the shareholders. At any
special meeting of shareholders only such business may be transacted as is
related to the purpose or purposes of such meeting set forth in the notice
thereof given pursuant to Section 2.5 of the Bylaws or in any waiver of notice
thereof given pursuant to Section 2.6 of the Bylaws.
2.4 Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders 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
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than 70 days before the date of such
meeting, nor more than 60 days prior to any other action. If no such record date
is fixed:
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(a) the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
day immediately preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day immediately preceding the day on
which the meeting is held.
(b) the record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed.
(c) the record date for determining shareholders for any purpose other than
those specified in Sections 2.4(a) and 2.4(b) shall be at the close of business
on the day on which the Board adopts the resolution relating thereto. When a
determination of shareholders entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this Section 2.4, such determination
shall apply to any adjournment thereof, unless the Board fixes a new record date
for the adjourned meeting.
2.5 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.4 and 2.6 of the Bylaws, whenever under the Business Corporation Act
or the Articles of Incorporation or the Bylaws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than 10 nor more
than 60 days before the date of the meeting, to each shareholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this Section 2.5
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. When a meeting is adjourned to
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another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the meeting as originally called. If, however, the
adjournment is for more than 120 days, 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 shareholder of record entitled to vote at the meeting.
2.6 Waivers of Notice. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the Bylaws, a written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the shareholder
attends a meeting 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. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders need be specified in any
written waiver of notice.
2.7 List of Shareholders. The Secretary shall prepare and make, or cause to
be prepared and made, at least 10 days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where 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 time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.
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2.8 Quorum of Shareholders: Adjournment. The holders of a majority of the
shares of stock entitled to vote at any meeting of shareholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of shareholders, it is not broken by the subsequent withdrawal of any
shareholder or shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.9 Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with Section 2.4 of the
Bylaws. The provisions of Sections 607.0721, 607.0723, and 607.0724 of the
Business Corporation Act shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares, but the Corporation shall be protected in treating the persons in whose
names shares of capital stock stand on the record of shareholders as owners
thereof for all purposes. At any meeting of shareholders at which a quorum is
present to organize the meeting), all matters, except as otherwise provided by
law or by the Articles of Incorporation or by the Bylaws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote thereon,
whether or not a quorum is present when the vote is taken.
2.10 Ballots. All elections of directors shall be by written ballot. In
voting on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote.
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2.11 Proxies. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
The validity and enforceability of any proxy shall be determined in accordance
with Section 607.0722 of the Business Corporation Act.
2.12 Selection and Duties of Inspectors at Meetings of Shareholders. The
Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspector or inspectors shall take a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate made by the inspector or inspectors shall be prima facie evidence of
the facts stated and of the vote as certified by him or them.
2.13 Organization. At every meeting of shareholders, the Chairman, or in
the absence of the Chairman, the President, or in the absence of both the
Chairman and the President, a Vice President, and in case more than one Vice
President shall be present, that Vice President
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designated by the Board (or in the absence of any such designation, the most
senior Vice President, based on age, present) shall act as chairman of the
meeting. The Secretary, or in his absence one of the Assistant Secretaries,
shall act as secretary of the meeting. In case none of the officers above
designated to act as chairman or secretary of the meeting, respectively, shall
be present, a chairman or a secretary of the meeting, as the case may be, shall
be chosen by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meetings.
2.14 Order of Business. The order of business at all meetings of
shareholders shall be as determined exclusively by the chairman of the meeting.
2.15 Action by Shareholders Without a Meeting. (a) Any action required or
permitted 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 issued and outstanding stock entitled to vote thereon
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all 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 votes entitled
to vote thereon, and delivered to the Corporation by delivery to its principal
office. No written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the date of the earliest dated
consent delivered in the manner required by this Section 2.15, written consents
signed by the number of holders required to take action are delivered to the
Corporation.
(b) Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
Corporation at its principal office.
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(c) Within 10 days after obtaining authorization by written consent, notice
shall be given to those shareholders who have not consented in writing or who
are not entitled to vote on the action. The notice shall fairly summarize the
material features of the authorized action and, if the action is one for which
dissenters' rights are provided by law or the Articles of Incorporation, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with
applicable law.
(d) Whenever action is taken pursuant to written consent, the written
consent or consents of the shareholders consenting thereto or the written
reports of the inspectors appointed to tabulate such consents shall be filed
with the minutes of proceedings of shareholders of the Corporation.
ARTICLE III
DIRECTORS
---------
3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Articles of Incorporation or the Bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and
the management of the Corporation. In addition to the powers expressly conferred
by the Bylaws, the Board may exercise all powers and perform all acts which are
not reviewed, by the Bylaws or the Articles of Incorporation or by law, to be
exercised and performed by the shareholders.
3.2 Nominations for Directors. Nominations for election to the Board may be
made by the Board or by any holder of shares of any outstanding class of capital
stock of the Corporation entitled to vote for the election of directors.
Nominations other than those made by the Board shall be made by notification in
writing delivered to the Secretary not less than 20 nor more than 50 days prior
to any annual or special meeting of shareholders called for the election of
directors;
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provided, however that if less than 28 days notice of such meeting is given to
shareholders, such nomination shall be delivered to the Secretary not later than
the close of business on the seventh day following the day on which the notice
of such meeting was mailed to shareholders.
3.3 Number: Qualification: Term of Office. The Board shall at all times
consist of not less than one nor more than nine persons as the Board shall
determine. Directors need not be shareholders. Each Director shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.
3.4 Election. Directors shall, except as otherwise required by law or by
the Articles of Incorporation, be elected by a plurality of the votes cast at a
meeting of shareholders at which a quorum is present by the holders of shares
entitled to vote in the election.
3.5 Newly Created Directorships and Vacancies. Unless otherwise provided in
the Articles of Incorporation, newly-created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board for any
other reason, including the removal of Directors, shall be filled by vote of a
majority of the Directors then in office, although less than a quorum, or by a
sole remaining director. A Director elected to fill a vacancy shall be elected
to hold office for a term expiring at the next annual meeting of shareholders,
or until his earlier death, resignation or removal.
3.6 Resignations. Any Director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time there in
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.
3.7 Removal of Directors. Any or all of the Directors may be removed from
office at any time, with or without cause, as is provided in Section 607.0808 of
the Business Corporation Act.
3.8 Compensation. Each Director, in consideration of his service as such,
shall be entitled to receive from the Corporation such amount per annum or such
fees for attendance at
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directors' meetings, or both, as the Board may from time to time determine,
together with reimbursement for the reasonable expenses incurred by him in
connection with the performance of his duties. Each Director who shall serve as
a member of any committee of directors in consideration of his serving as such
shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable expenses incurred by
him in the performance of his duties. Nothing contained in this Section 3.8
shall preclude any Director from serving the Corporation or its subsidiaries in
any other capacity and receiving compensation therefor.
3.9 Place and Time of Meetings of the Board. Meetings of the Board, regular
or special, may be held at any place within or without the State of Florida. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to resolution of the Board)
in the notice of the meeting.
3.10 Annual Meeting. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.12
of the Bylaws for special meetings of the Board or in a waiver of notice
thereof.
3.11 Regular Meetings. Regular meetings of the Board may be held at such
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.
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3.12 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chairman, by the President or by any two or more Directors. Notice
of each special meeting of the Board shall, if mailed, be addressed to each
director at the address designated by him for that purpose or, if none is
designated, at his last known address at least 10 days before the date on which
the meeting is to be held; or such notice shall be sent to each director at such
address by telegraph, cable, telefax or wireless, or be delivered to him
personally, not later than five days before the date on which such meeting is to
be held. Every such notice shall state the time and place of the meeting but
need not state the purposes of the meeting, except to the extent required by
law. If mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United States post office department. Such mailing shall
be by first class mail.
3.13 Adjourned Meetings. A majority of the Directors present at any meeting
of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any Director, whether or not
he was present at the time of the adjournment. Any business may be transacted at
any adjourned meeting that might have been transacted at the meeting as
originally called.
3.14 Waiver of Notice. Whenever notice is required to be given to any
Director or member of a committee of directors under any provision of the
Business Corporation Act or of the Articles of Incorporation or Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated there in, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting 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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
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directors, or members of a committee of directors, need be specified in any
written waiver of notice.
3.15 Organization. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the President, or in the absence
of both, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.
3.16 Quorum of Directors. A quorum for the transaction of business or of
any specified item of business at any meeting of the Board shall consist of a
majority of the Directors.
3.17 Action by the Board. All corporate action taken by the Board or any
committee thereof shall be taken at a meeting of the Board or of such committee,
as the case may be, except that any action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee. Members of the Board or any committee
designated by the Board may participate in a meeting of the Board or of such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.17 shall constitute presence in person at such meeting. Except as
otherwise provided by the Articles of Incorporation or by law, the vote of a
majority of the Directors (including those who participate by means of
conference telephone or similar communications equipment) present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board.
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ARTICLE IV
COMMITTEES OF THE BOARD
-----------------------
The Board may, by resolution passed by a majority of the entire Board,
designate one or more committees, each committee to consist of one or more of
the Directors. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a 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 to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation or
Bylaws, adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, declaring or
paying any dividend or other distribution in respect of the stock of the
Corporation, issuing or selling stock of the Corporation or acquiring issued and
outstanding stock of the Corporation.
ARTICLE V
OFFICERS
--------
5.1 Officers. The Board shall elect as officers, a Chairman, a President, a
Secretary and a Treasurer, and may elect or appoint one or more Vice Presidents
and such other officers as it may determine. The Board may use descriptive words
or phrases to designate the standing, seniority or area of special competence of
the Vice Presidents elected or appointed by it. Each
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officer shall hold his office until his successor is elected and qualified or
until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the Bylaws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties as
the Board may determine. All officers as between themselves and the Corporation
shall have such authority and perform such duties in the management of the
Corporation as may be provided in the Bylaws or as the Board may from time to
time determine.
5.2 Removal of Officers. Any officer elected or appointed by the Board may
be removed by the Board with or without cause. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.
5.3 Resignations. Any officer may resign at any time by so notifying the
Board, the Chairman or the President in writing. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any.
5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.
5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
5.6 Chairman. The Chairman shall be the chief executive officer of the
Corporation and shall have general supervision over the business of the
Corporation; subject, however, to the control of the Board and of any duly
authorized committee of Directors. He shall preside at all
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meetings of the Shareholders and of the Board. He may, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates
for shares of capital stock of the Corporation. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and executing thereof shall be
expressly delegated by the Board or by the Bylaws to some other officer or agent
of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, he shall perform all duties incident to the office of
Chairman and such other duties as from time to time may be assigned to him by
the Board.
5.7 President. The President shall be the chief operating officer of the
Corporation and shall have general supervision over the day-to-day affairs of
the Corporation, subject, however, to the control of the Chairman, the Board and
any duly-authorized committee of directors. The President shall, if the Chairman
shall not be present, preside at meetings of the shareholders and at meetings of
the Board. He may, with the Secretary or the Treasurer or an Assistant Secretary
or an Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by
the Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and, in general, he shall
perform all duties incident to the office of President and such other duties as
from time to time may be assigned to him by the Board.
5.8 Vice Presidents. At the request of the President, or, in his absence,
at the request of the Board, the Vice Presidents shall (in such order as may be
designated by the Board or, in the absence of any such designation, in order of
seniority based on age) perform all of the duties of the President and so acting
shall have all the powers of, and be subject to all restrictions upon, the
President. Any Vice President may, with the Secretary or the Treasurer or an
Assistant
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Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation. Any Vice President may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the Bylaws to some other officer
or agent of the Corporation, or shall be required by law otherwise to be signed
or executed. Each Vice President shall perform such other duties as from time to
time may be assigned to him by the Board, by the Chairman or by the President.
5.9 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation; he shall be
custodian of the seal of the Corporation and may seal with the seal of the
Corporation, or a facsimile thereof, all certificates for shares of capital
stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, 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,
by the Chairman or by the President.
5.10 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
16
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the President
or the Board, whenever the Chairman, the President or the Board, respectively,
shall require him so to do, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; exhibit at all reasonable
times his books of account and other records to any of the Directors upon
application at the office of the Corporation where such books and records are
kept; and, in general, 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, by the Chairman or by the President; and he may sign with the
Chairman, the President or a Vice President certificates for shares of capital
stock of the Corporation.
5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board, by the
Chairman or by the President. Assistant Secretaries and Assistant Treasurers
may, with the Chairman, the President or a Vice President, sign certificates for
shares of capital stock of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
----------------------------------------------
6.1 Execution of Contracts. The Board may authorize any officer, employee
or agent, in the name and on behalf of the Corporation, to enter into any
contract or execute and satisfy any
17
instrument, and any such authority may be general or confined to specific
instances or otherwise limited.
6.2 Loans. The Chairman, the President or any other officer, employee or
agent authorized by the Bylaws or by the Board may effect loans and advances at
any time for the Corporation from any bank, trust company or other institution
or from any firm, corporation or individual and for such loans and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation, and, when authorized by the Board
so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority conferred by the Board may be general or confined to specific
instances or otherwise limited.
6.3 Checks, Drafts, Etc. All checks, drafts and 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 on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositories as the Board, the Chairman or the President may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board, the Chairman
or the President.
ARTICLE VII
STOCK AND DIVIDENDS
-------------------
7.1 Certificates Representing Shares. The shares of capital stock of the
Corporation shall be represented by certificates in such form (consistent with
the provisions of Section 607.0625 of the Business Corporation Act) as shall be
approved by the Board. Such certificates shall be signed by the Chairman, the
President or a Vice President and by the Secretary or an Assistant Secretary
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or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent or registrar other than the Corporation itself or its employee. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly-authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in those name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
shareholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.
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7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.5 Regulations. The Board may make such rules and regulations as it may
deem expedient, not inconsistent with the Bylaws or with the Articles of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the transfer
or registration of transfer of capital stock of the Corporation, if permitted by
Section 607.0627 of the Business Corporation Act and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted capital stock or any successor or transferee of the holder
including an executor, personal representative, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though permitted by Section 607.0627 of the
Business Corporation Act, shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer or
registration of
20
transfer of capital stock of the Corporation may be imposed either by the
Articles of Incorporation or by an agreement among any number of shareholders or
among such shareholders and the Corporation. No restriction so imposed shall be
binding with respect to capital stock issued prior to the adoption of the
restriction unless the holders of such capital stock are parties to an agreement
or voted in favor of the restriction.
7.7 Dividends, Surplus, etc. Subject to the provisions of the Articles of
Incorporation and of law, the Board may: (a) declare and pay dividends or make
other distributions on the outstanding shares of capital stock in such amounts
and at such time or times as, in its discretion, the condition of the affairs of
the Corporation shall render it advisable;"
(b) use and apply, in its discretion, any of the surplus of the Corporation
in purchasing or acquiring any shares of capital stock of the Corporation, or
purchase warrants or options therefor, in accordance with law, or any of its
bonds, debentures, notes, scrip or other securities or evidences of
indebtedness; and
(c) set aside from time to time out of such surplus or net profits such sum
or sums as, in its discretion, it may think proper, as a reserve fund to meet
contingencies, or for equalizing dividends or for the purpose of maintaining or
increasing the property or business of the Corporation, or for any purpose it
may think conducive to the best interests of the Corporation.
ARTICLE VIII
INDEMNIFICATION
---------------
The corporation shall indemnify and hold harmless its directors, officers,
employees and agents to the fullest extent permitted by the laws of the State of
Florida.
ARTICLE IX
BOOKS AND RECORDS
-----------------
9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, the Board and
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any committee of the Board. The Corporation shall keep at its principal office
or at the office of the transfer agent or registrar of the Corporation a record
containing the names and addresses of all shareholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.
9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, floppy disks, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the inspection of
the shareholders.
ARTICLE X
SEAL
----
The Board may adopt a corporate seal which shall be in the form of a circle
and shall bear the full name of the Corporation, the year of its incorporation
and the word "Florida."
ARTICLE XI
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be determined, and may be changed,
by resolution of the Board.
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ARTICLE XII
SECURITIES OF OTHER ENTITIES
----------------------------
Unless otherwise provided by resolution of the Board, the President may,
from time to time, appoint one or more attorneys or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a shareholder or otherwise in any
corporation or other entity, any of whose shares or securities may be held by
the Corporation, at meetings of the holders of stock or other securities of such
corporation or other entity, or to consent in writing to any action by any such
corporation or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or other instruments
as he may deem necessary or proper in his discretion; or the President may
himself attend any meeting of the holders of the stock or other securities of
any such corporation or other entity and thereat vote or exercise any or all
other powers of the Corporation as the holder of such stock or other securities
of such corporation or other entity.
ARTICLE XIII
GENDER
------
As used in these Bylaws, the masculine gender shall extend to and shall
include the feminine and the neuter genders.
ARTICLE XIV
AMENDMENTS
----------
These Bylaws may not be amended, modified, altered, changed or repealed, in
whole or in part, unless such amendment, modification, alteration, change or
repeal is approved by a majority of the Directors at a meeting of the Board at
which a quorum is present.
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