EXHIBIT 3.2
BYLAWS OF
OCWEN FINANCIAL CORPORATION
ARTICLE I
SHAREHOLDERS
SECTION 1.1 ANNUAL MEETING. Except as otherwise provided in Section 1.9
of these Bylaws, an annual meeting of shareholders of the Corporation for the
election of directors and for the transaction of any other proper business shall
be held each year on such date, at such hour on said date and at such place
within or without the State of Florida as may be fixed by the Board of
Directors.
SECTION 1.2 SPECIAL MEETINGS. A special meeting of shareholders of the
Corporation entitled to vote on any business to be considered at any such
meeting may be called by the Chairman of the Board or the President, and shall
be called by the Chairman of the Board, the President or the Secretary when
directed to do so by resolution of the Board of Directors or at the written
request of shareholders holding at least 10% of the Corporation's stock entitled
to vote at such meeting. Any such request shall state the purpose or purposes of
the proposed meeting.
SECTION 1.3 NOTICE OF MEETINGS. Whenever shareholders are required or
permitted to take any action at a meeting, unless notice is waived as provided
in Article VIII herein, a written notice of the meeting shall be given which
shall state 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.
Unless otherwise provided by law, and except as to any shareholder duly
waiving notice, the written notice of any meeting shall be given personally or
by mail, not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting. If mailed, notice
shall be deemed given when deposited in the United States mail, postage prepaid,
directed to the shareholder at his address as it appears on the records of the
Corporation.
When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time and place
thereof are announced at the meeting before the adjournment is taken. At the
adjourned meeting the Corporation may transact any business that might have been
transacted at the original meeting. If, however, the adjournment is for more
than one hundred twenty 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.
SECTION 1.4 QUORUM. Except as otherwise provided by law, by the
Articles of Incorporation or by these Bylaws in respect of the vote required for
a specified action, at any meeting of shareholders the holders of a majority of
the shares of stock entitled to vote thereat, either present or represented by
proxy, shall constitute a quorum for the transaction of any business, but the
shareholders present, although less than a quorum, may adjourn the meeting to
another time or place and, except as provided in the last paragraph of Section
1.3 of these Bylaws, notice need not be given of the adjourned meeting.
SECTION 1.5 VOTING. Whenever directors are to be elected at a meeting,
they shall be elected by a plurality of the votes cast at the meeting by the
holders of stock entitled to vote. Whenever any corporate action, other than the
election of directors, is to be taken by vote of shareholders at a meeting, it
shall, except as otherwise required by law, by the Articles of Incorporation or
by these Bylaws, be approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter favoring
the action exceed the votes cast opposing the action.
Except as otherwise provided by law or by the Articles of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of shareholders shall be entitled to one vote
1
for each share of such stock standing in the name of such holder on the stock
ledger of the Corporation on the record date for the determination of the
shareholders entitled to vote at the meeting.
Upon the demand of any shareholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.
SECTION 1.6 PRESIDING OFFICER AND SECRETARY. At every meeting of
shareholders the Chairman of the Board, or in his or her absence the Chief
Executive Officer, or in his or her absence the President, or in his or her
absence a Senior Managing Director or Managing Director, or, if none be present,
the appointee of the meeting, shall preside. The Secretary, or in his or her
absence an Assistant Secretary, or if none be present, the appointee of the
presiding officer of the meeting, shall act as secretary of the meeting.
SECTION 1.7 PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or the shareholder's attorney-in-fact.
The appointment of proxy will be effective when received by the Secretary or
other officer or agent authorized to tabulate votes. If a proxy designates two
or more persons to act as proxies, a majority of these persons present at the
meeting, or if only one is present, that one, shall have all of the powers
conferred by the instrument upon all the persons designated unless the
instrument otherwise provides. No proxy shall be valid more than eleven (11)
months after the date of its execution unless a longer term is expressly stated
in the proxy.
SECTION 1.8 LIST OF SHAREHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten 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 ten days prior to the meeting, at the Corporation's principal
office, at the office of the Corporation's transfer agent or registrar or 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.
The stock ledger shall be the only evidence as to who are the
shareholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of shareholders.
SECTION 1.9 WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Except
as otherwise provided by law or by the Articles of Incorporation, any action
required or permitted by statute to be taken at any annual or special meeting of
shareholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be dated and signed by the holders of outstanding stock 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. Any such written consent may be given by one or any number of
substantially concurrent written instruments of substantially similar tenor
dated and signed by such shareholders, in person or by attorney or proxy duly
appointed in writing, and filed with the Secretary or an Assistant Secretary of
the Corporation. Within ten days after obtaining such authorization by written
consent, notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders who have not
consented in writing or who are not entitled to vote on such action. The notice
shall fairly summarize the material features of the authorized action. If the
action creates dissenters' rights, the notice shall contain a clear statement of
the right of dissenting shareholders to be paid the fair value of their shares
upon compliance with and as provided for by the Florida Business Corporation
Act.
2
ARTICLE II
DIRECTORS
SECTION 2.1 NUMBER OF DIRECTORS. The Board of Directors shall consist
of not less than three directors and not more than seven directors, with the
exact number to be fixed by the Board of Directors. The number of directors may
be fixed at any time and from time to time by a resolution of the Board of
Directors passed by a majority of the whole Board of Directors or by a vote at a
meeting or by written consent of the holders of stock entitled to vote on the
election of directors, except that no decrease shall shorten the term of any
incumbent director unless such director is specifically removed pursuant to
Section 2.5 of these Bylaws at the time of such decrease.
SECTION 2.2 ELECTION AND TERM OF DIRECTORS. Directors shall be elected
annually, by election at the annual meeting of shareholders or by written
consent of the holders of stock entitled to vote thereon in lieu of such
meeting. If the annual election of directors is not held on the date designated
therefor, the directors shall cause such election to be held as soon thereafter
as convenient. Each director shall hold office from the time of his election and
qualification until his successor is elected and qualified or until his earlier
resignation or removal.
SECTION 2.3 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by election at a meeting of shareholders or by
written consent of the holders of stock entitled to vote thereon in lieu of a
meeting. Except as otherwise provided by law or by the Articles of
Incorporation, vacancies and such newly created directorships may also be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director.
SECTION 2.4 RESIGNATION. Any director may resign at any time upon
written notice to the Board of Directors, the Chairman of the Board or the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective.
SECTION. 2.5 REMOVAL. Any or all of the directors may be removed at any
time, with or without cause, by vote of the holders of the shares of stock
entitled to vote on the election of directors, taken at a meeting or by written
consent, if the number of votes cast to remove such director or directors
exceeds the number of votes cast not to remove such director or directors.
SECTION 2.6 MEETINGS. Meetings of the Board of Directors, regular or
special, shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting. Members of the Board of Directors, or of any committee
designated by the Board, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting may simultaneously hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting. The Board of Directors may fix dates, times and places
for regular meetings of the Board of Directors and no notice of such meetings
need be given. A special meeting of the Board of Directors shall be held
whenever called by the Chairman of the Board, if any, or by the President at
such date, time and place as shall be specified in the notice or waiver thereof.
Notice of each special meeting shall be given by the Secretary or by a person
calling the meeting to each director orally or in writing, and may be
communicated in person, by telegraph, teletype, telecopy or other form of
electronic communication not later than the day before the meeting or by mailing
the same, postage prepaid, not later than the second day before the meeting.
Notice of a meeting of the Board of Directors need not be given to a 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 that meeting and
waiver of all objections to the place of the meeting, the time of the meeting
and the manner in which it is called or convened, except when a director states,
at the beginning of the meeting or promptly upon arrival at the meeting,
objection to the transaction of 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 Board of Directors must be specified
in the notice or waiver of notice of such meeting.
3
SECTION 2.7 QUORUM AND VOTING. A majority of the total number of
directors shall constitute a quorum for the transaction of business, but, if
there be less than a quorum at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting from time to time, and no
further notice thereof need be given other than announcement at the meeting
which shall be so adjourned. Except as otherwise provided by law, by the
Articles of Incorporation or by these Bylaws, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 2.8 WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board or of such 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.
SECTION 2.9 COMPENSATION. Directors may receive compensation for
services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 3.1 APPOINTMENT AND POWERS. The Board of Directors may from
time to time, by resolution passed by majority of the whole Board, designate one
or more committees, each committee to consist of two or more directors of the
Corporation. The Board of Directors 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. The resolution of the Board of Directors
may, in addition or alternatively, provide that 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 of
Directors 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 of Directors, shall have and may exercise all the powers and authority of
the Board of Directors 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, except as otherwise provided by law. Any such
committee may adopt rules governing the method of calling and date, time and
place of holding its meetings. Unless otherwise provided by the Board of
Directors, a majority of any such committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of such
committee present at a meeting at which a quorum is present shall be the act of
such committee. Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors whenever
requested so to do. Any or all members of any such committee may be removed,
with or without cause, by resolution of the Board of Directors, passed by a
majority of the whole Board.
ARTICLE IV
OFFICERS, AGENTS AND EMPLOYEES
SECTION 4.1 APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall include a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary and a Treasurer, and may include one or more Senior
Managing Directors, Managing Directors, Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. All such officers shall be appointed by the
Board of Directors or by a duly authorized committee thereof. Any number of such
offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity. Except as may be
prescribed otherwise by the Board of Directors or a committee thereof in a
particular case, all such officers shall hold their offices at the pleasure of
the Board of Directors for an unlimited term and need not be reappointed
annually or at any other periodic interval. The Board of Directors may appoint,
and may delegate power to appoint, such other officers (including Assistant
Secretaries and Assistant Treasurers) and agents as it may deem necessary or
proper, who shall hold their offices or positions for such terms, have such
authority and perform such duties as may from time to time be determined by or
pursuant to authorization of the Board of Directors.
4
SECTION 4.2 RESIGNATION AND REMOVAL. Any officer may resign at any time
upon written notice to the Secretary of the Corporation. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors, or by a
duly authorized committee thereof, with or without cause at any time. The Board
of Directors or such a committee thereof may delegate such power of removal as
to officers, agents and employees not appointed by the Board of Directors or
such a committee.
SECTION 4.3 COMPENSATION AND BOND. The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his control. The
Corporation may secure the fidelity of any or all of its officers, agents or
employees by bond or otherwise.
SECTION 4.4 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the shareholders. The
Chairman of the Board shall have such other powers and perform such other duties
as are prescribed by these Bylaws and as usually pertain to such office and as
may be assigned to him or her at any time or from time to time by the Board of
Directors.
SECTION 4.5 CHIEF EXECUTIVE OFFICER; PRESIDENT. The Chairman of the
Board shall be the Chief Executive Officer of the Corporation, unless the Board
of Directors designates the President as Chief Executive Officer. The Chief
Executive Officer shall have the responsibility for carrying out the policies of
the Board of Directors, subject to the direction of the Board, and shall have
general supervision over the business and affairs of the Corporation. In the
absence of the Chairman of the Board, the President shall preside at meetings of
the Board of Directors and of the shareholders. The Chief Executive Officer or
President may employ and discharge employees and agents of the Corporation,
except as otherwise prescribed by the Board of Directors, and may delegate these
powers. The Chief Executive Officer or President may vote the stock or other
securities of any other domestic or foreign corporation of any type or kind
which may at any time be owned by the Corporation, may execute any shareholders'
or other consents in respect thereof and may in his or her discretion delegate
such powers by executing proxies, or otherwise, on behalf of the Corporation.
The Board of Directors by resolution from time to time may confer like powers
upon any other person or persons. The Chief Executive Officer and President
shall have such other powers and perform such other duties as are prescribed by
these Bylaws and as usually pertain to such office and as may be assigned to him
or her at any time or from time to time by the Board of Directors.
SECTION 4.6 MANAGING DIRECTORS. Each Senior Managing Director or
Managing Director shall have such powers and perform such duties as the Board of
Directors, the Chief Executive Officer or the President may from time to time
prescribe. In the absence or inability to act of the President, unless the Board
of Directors shall otherwise provide, the Senior Managing Director (or if none,
the Managing Director) who has served in that capacity for the longest time and
who shall be present and able to act, shall perform all the duties and may
exercise any of the powers of the President. The performance of any duty by a
Senior Managing Director or a Managing Director shall, in respect of any other
person dealing with the Corporation, be conclusive evidence of his or her power
to act.
SECTION 4.7 VICE PRESIDENTS. Each Executive Vice President, Senior Vice
President and Vice President shall have such powers and perform such duties as
the Board of Directors, the Chief Executive Officer or the President may from
time to time prescribe. The performance of any duty by an Executive Vice
President, Senior Vice President or Vice President shall, in respect of any
other person dealing with the Corporation, be conclusive evidence of his or her
power to act.
SECTION 4.8 TREASURER. The Treasurer shall have charge of all funds and
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositories as the Board of Directors may authorize. He may endorse
all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He shall have all such further powers and duties as generally are
incident to the position of Treasurer or as may be assigned to him by the Board
of Directors, the Chief Executive Officer or the President.
SECTION 4.9 SECRETARY. The Secretary shall record all the proceedings
of the meetings of the shareholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of the
shareholders or directors in lieu of a meeting. He or she shall attend to the
5
giving and serving of all notices of the Corporation. The Secretary shall have
custody of the seal of the Corporation and shall attest the same by his or her
signature whenever required. The Secretary shall have charge of the stock ledger
and such other books and papers as the Board of Directors may direct, but he or
she may delegate responsibility for maintaining the stock ledger to any transfer
agent appointed by the Board of Directors. He or she shall have all such further
powers and duties as generally are incident to the position of Secretary or as
may be assigned to him by the Board of Directors, the Chief Executive Officer or
the President
SECTION 4.10 ASSISTANT TREASURERS. In the absence or inability to act
of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Treasurer shall
also perform such other duties as the Treasurer, the Board of Directors, the
Chief Executive Officer or the President may assign to him or her.
SECTION 4.11 ASSISTANT SECRETARIES. In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Secretary shall
also perform such other duties as the Secretary, the Board of Directors, the
Chief Executive Officer or the President may assign to him or her.
SECTION 4.12 DELEGATION OF DUTIES. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any director.
SECTION 4.13 LOANS TO OFFICERS, DIRECTORS AND EMPLOYEES; GUARANTY OF
OBLIGATIONS OF OFFICERS, DIRECTORS AND EMPLOYEES. The Corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer, director or
employee of the Corporation or any subsidiary whenever, in the judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.
ARTICLE V
INDEMNIFICATION
SECTION 5.1 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action or suit by or in
the right of the Corporation to procure a judgment in its favor) by reason of
the fact that he or she 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, shall be indemnified by the Corporation, if,
as and to the extent authorized by applicable law, against expenses (including
attorneys' fees), judgments, liabilities, fines, costs and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
defense or settlement of such action, suit or proceeding. The indemnification
expressly provided by applicable law and by these Bylaws in a specific case
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any lawful agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
SECTION 5.2 INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and its directors, officers, employees and agents
against expenses, judgments, liabilities, fines, costs and amounts paid in
settlement, whether or not the Corporation would have the legal power to
indemnify them directly against such liability.
6
SECTION 5.3 SAVINGS CLAUSE. If this Article or any portion of it is
invalidated on any ground by a court of competent jurisdiction, the Corporation
nevertheless shall indemnify each person described in Section 5.1 of this
Article to the fullest extent permitted by all portions of this Article that
shall not have been invalidated and to the fullest extent permitted by law.
ARTICLE VI
STOCK
SECTION 6.1 CERTIFICATES. The Board of Directors may authorize the
issuance of some or all of the Corporation's shares of stock of any or all
classes or series with or without certificates. Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board of Directors
and shall be signed in the name of the Corporation by the Chairman of the Board,
the President, a Senior Managing Director or a Managing Director, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary.
Such certificates may be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
SECTION 6.2 REGISTERED SHAREHOLDERS. No certificate shall be issued for
any share until the share is fully paid. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by law, shall not be bound to recognize any equitable or
other claim to or interest in the shares.
SECTION 6.3 TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed. The Board of Directors shall have the power to make all such
rules and regulations, not inconsistent with applicable law, the Articles of
Incorporation or these Bylaws, as the Board of Directors may deem appropriate
concerning the issue, transfer and registration of certificates for stock of the
Corporation. The Board may appoint one or more transfer agents or registrars of
transfers, or both, and may require all stock certificates to bear the signature
of either or both.
SECTION 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new stock certificate in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of any such new certificate.
The Board of Directors may require such owner to satisfy other reasonable
requirements.
SECTION 6.5 SHAREHOLDER RECORD DATE. In order that the Corporation may
determine 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 entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not precede the date upon which the Board
of Directors adopts the resolution fixing such record date nor be more than
seventy days before the date of such meeting or other action requiring
shareholder determination. Only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to give such consent, or to receive
payment of such dividend or other distribution, or to exercise such rights in
respect of any such change, conversion or exchange of stock, or to participate
in such action, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any record date so fixed.
If no record date is fixed by the Board of Directors, (i) 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 next preceding the
date on which notice is given or, if notice is waived by all shareholders
entitled to vote at the meeting, at the close of business on the day next
preceding the day on which the meeting is held, (ii) the record date for
determining shareholders entitled to express consent to corporate action in
7
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be at the close of business on the day on which the first
written consent is expressed by the filing thereof with the Corporation as
provided in Section 1.10 of these Bylaws, and (iii) the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.1 SEAL. The seal of the Corporation shall be circular in form
and shall bear, in addition to any other emblem or device approved by the Board
of Directors, the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Florida". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE VIII
WAIVER OF NOTICE
SECTION 8.1 WAIVER OF NOTICE. Whenever notice is required to be given
by statute or under any provision of the Articles of Incorporation or these
Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. In the case of a shareholder, such waiver of notice may be signed by
such shareholder's attorney or proxy duly appointed in writing. 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 shareholders,
directors or members of a committee of directors need be specified in any
written waiver of notice.
ARTICLE IX
CHECKS, NOTES, DRAFTS, ETC.
SECTION 9.1 CHECKS, NOTES, DRAFTS, ETC. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors or a duly authorized committee thereof may from time to time
designate.
ARTICLE X
AMENDMENT
SECTION 10.1 AMENDMENT. These Bylaws or any of them may be altered,
amended or repealed, and new Bylaws may be adopted, by the Board of Directors or
by the shareholders.
8