BYLAWS
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OF
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FAIRBANKS, INC.
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ARTICLE I
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SHAREHOLDERS
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1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the
statements prescribed by Section 607.0625 of the Florida
Business Corporation Act ("Business Corporation Act") and by
any other applicable provision of law, must be signed,
either manually or in facsimile, by any one of the following
officers: the President, a Vice President, the Secretary,
an Assistant Secretary, the Treasurer, an Assistant
Secretary, or by an officer designated by the Board of
Directors, and may bear the corporate seal or its facsimile.
If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless
valid.
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2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue
fractions of a share or pay in money the fair value of
fractions of share: make arrangements, or provide reasonable
opportunity, for any person entitled to or holding a
fractional interest in a share to sell such fractional
interest or to purchase such additional fractional interests
as may be necessary to acquire a full share; and issue scrip
in registered or bearer form, over the manual or facsimile
signature of an officer of the corporation or its agent,
entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each
certificate representing scrip must be conspicuously labeled
"scrip" and must contain the information required by of
Section 607.0625 of the Business Corporation Act. The
holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the
corporation upon liquidation. The holder of scrip is not
entitled to any of these rights unless the scrip provides
for them. The Board of Directors may authorize the issuance
of scrip subject to any condition considered desirable,
including (a) that the scrip will become void if not
exchanged for full shares before a specified date; and (b)
that the shares for which the scrip is exchangeable may be
sold and the proceeds paid to the scripholders.
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3. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set
forth in the articles of incorporation, these Bylaws, or any
written agreement in respect thereof, transfers of shares of
the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or
with a agent or a registrar and on surrender of the
certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws,
the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the
Secretary of the corporation shall be so expressed in the
entry of transfer.
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4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote
any meeting of shareholders to demand a special meeting, or
to take any other action, the Board of Directors, of the
corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be
not more than seventy days before the meeting or action
requiring such determination of shareholders. A
determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days (120)
days after the date fixed for the original meeting.
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5. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and
to a holder or holder of record of outstanding shares when
the corporation is authorized to issue only on a class of
shares, and said reference is also intended to include any
outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon
whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon
whom the Business Corporation Act confers such rights
notwithstanding that the articles of incorporation may
provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
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6.SHAREHOLDER MEETING.
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-TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting
shall be held on the date fixed from time to time by the
directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
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-PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Florida as the
directors shall from time to time fix.
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-CALL. Annual meetings may be called by the directors
or the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the President, or the Secretary
or by an officer instructed by the directors or the
President to call the meeting. Special meetings may be
called in like manner.
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-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE .
The corporation shall notify shareholders of the date, time,
and place of each annual and special shareholders' meeting.
Such notice shall be no fewer than ten or more than sixty
days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require
otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting
need not include a description of the purpose or purposes
for which the meeting is called. Notice shall be given in
the manner provided in Section 607.0141 of the Business
Corporation Act, by or at the direction of the President,
the Secretary, or the officer or persons calling the
meeting. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting
is called. Unless the Business Corporation Act or the
articles of incorporation require otherwise, the corporation
is required to give notice only to shareholders entitled to
vote at the meeting. A shareholder may waive any notice
required by the Business Corporation Act, the articles of
incorporation, or the Bylaws before or after the date and
time stated in the notice. The waiver must be in writing,
be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the objection
to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting;
or waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
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-VOTING LIST FOR MEETING. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled
to notice of a shareholders' meeting, arranged by voting
group, with the address of and number and class and series,
if any of shares held by each shareholder. The
shareholders' list must be available for inspection by any
shareholder, for a period of ten days prior to the meeting
or such sorter time as exists between the record date and
the meeting and continuing through the meeting at the
corporation's principal office, or at a place identified in
the meeting notice in the city where the meeting will be
held, or at the office, of the corporation's transfer agent
or registrar. A shareholder, his agent or attorney is
entitled on written demand to inspect the list subject to
the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business
hours and at his expense, during the period it is available
for inspection. The corporation shall make the
shareholders' list available at the meeting, and any
shareholder, or his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.
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-CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in
the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or,
if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders. The
Secretary of the corporation, or his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if
neither the Secretary nor an Assistant Secretary is present,
the chairman of the meeting shall appoint a secretary of the
meeting.
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-PROXY REPRESENTATION. A shareholder may appoint a
proxy to vote or otherwise act for him by signing an
appointment from, either personally or his attorney-in-fact.
An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to eleven months,
unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by
the shareholder unless the anointment form conspicuously
states that it is irrevocable and the appointment is coupled
with an interest.
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-SHARES HELD BY NOMINEES. The corporation may
establish a procedure by which the beneficial owner of
shares that are registered in the name of a nominee is
recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the
procedure.
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-QUORUM . Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of
the votes entitled to be cast on a matter by a voting a
group constitutes a quorum o that voting group for action on
that matter. Shares entitled to vote as a separate voting
group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter.
Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a
new record date is or must be set for that adjourned
meeting.
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-VOTING. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present. If a quorum exists,
action on a matter, other than the election of directors, by
a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast
opposing the action, unless the articles of incorporation or
the Business Corporation Act requires a greater number of
affirmative votes.
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7. ACTION WITHOUT MEETING. Unless otherwise provided in
the articles of incorporation action required or permitted
by the provisions of the Business Corporation Act to be
taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding
stock of each voting group entitled to vote thereon having
not less than the minimum number of votes with respect to
each voting group that would be necessary to authorize or
take such action at a meeting at which all voting groups and
shares entitled to vote hereon were present and voted. In
order to be effective the action must be evidenced by one or
more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number
of each voting group entitled to vote thereon, and delivered
to the corporation by delivery to its principal office in
State of Florida, its principal place of business, the
corporate Secretary, or another officer or agent of the
corporation having custody of the book in which proceedings
of meetings of shareholders are recorded. No written
consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of
the earliest dated consent delivered in the manner require
by Section 607.0704 of the Business Corporation Act, written
consents signed by holders of shares having the number of
votes required to take action are delivered to the
corporation by delivery as set forth in Section 607.0704 of
the Florida Business Corporation Act. Action under thus
paragraph be subject to the requirements of Section 607.0704
of the Business Corporation Act.
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ARTICLE II
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BOARD OF DIRECTORS
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1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under
the direction of, a Board of Directors. The Board may fix
the compensation of directors.
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2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident
of the State of Florida. The initial Board of Directors
shall consist of one person, which shall be the number of
directors until changed. Thereafter, the number of
directors shall not be less than one (1) nor more than ten
(10). The number of directors may be fixed or changed from
time to time by the shareholders. The number shall never be
less than one.
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3. TERMS AND VACANCIES. The Terms of the initial directors
of the corporation expire at the first shareholders' meeting
at which directors are elected. The terms of all other
directors expire at the next annual shareholders' meeting
following their election. A decrease in the number of
directors does not shorten an incumbent director's term.
The term of a director elected to fill a vacancy expires at
the next shareholders' meeting at which directors are
elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected
and qualifies or until there is a decrease in the number of
directors. Whenever a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in
the numbers of directors, it may be filled by the
affirmative vote of a majority of the remaining directors,
through less than a quorum of the Board of Directors, or by
the shareholders, unless the articles of incorporation
provide otherwise.
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4.MEETINGS.
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-TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as
the directors may conveniently assemble.
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-PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Florida at such
place as shall be fixed by the Board.
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-CALL. No call shall be required for regular meetings
for which time and place have been fixed. Special meetings
may be called by or at the direction of the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, of
the President, or of a unanimous decision by all of the
directors in office.
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-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting.
Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the
convenient assembly of the directors thereat. The notice of
a special meeting need not describe the purpose of the
meeting. Notice of a meeting of the Board of Directors need
not given to any director who signs a waiver of notice of
such meeting and a waiver of any and all objection to the
place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly
upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully
called or convened.
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-QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed
in or fixed in accordance with these Bylaws. If a quorum is
present when a vote is taken, the affirmative vote of a
unanmious vote of directors present is the act of the Board
of Directors. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by,
or conduct the meeting through use of, any means of
communication by which all directors participating may
simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed
to be present in person at the meeting.
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-CHAIRMAN OF THE MEETING. Meetings of the Board of
Directors shall be presided over by the following directors
in the order of seniority and if present and acting the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or by other director chosen by
the Board.
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5. REMOVAL OF DIRECTORS . The shareholders may remove one
or more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business Corporation
Act.
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6. COMMITTEES. The Board of Directors by resolution
adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and
one or more other committees each of which, to the extent
provided in such resolution or in the articles of
incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such
authority as may not be delegated under the Business
Corporation Act. Each committee may have two or more
members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823,
and 607.0824 of the Business Corporation Act, which govern
meetings, notice and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well.
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7. ACTION WITHOUT MEETING. Action required or permitted
by the Business Corporation Act to be taken at a Board of
Directors' meeting or committee meeting may be taken without
a meeting if the action is taken by all members of the Board
or of the committee. The action must be evidenced
by one or more written consents describing the action taken,
signed by each director or committee member. Action taken
under this paragraph is effective when the last director
signs the consent, unless the consent specifies a different
effective date.
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ARTICLE III
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OFFICERS
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The corporation shall have a President, and a Secretary, and
such other officers as may be deemed necessary, who may be
appointed by the directors. The same individual may
simultaneously hold more than one office in the corporation.
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A duly appointed officer may appoint one or more officers or
assistant officers is authorized by the Board of Directors.
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Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or
by direction of an officer authorized by the Board of
Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility
for preparation and custody of minutes of the directors' and
shareholders' meetings and for authenticating records of the
corporation.
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The Board of Directors may remove any officer at any time
with or without cause.
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ARTICLE IV
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REGISTERED OFFICE AND AGENT
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The address of the initial registered office of the
corporation and the name of the initial registered agent of
the corporation are set forth in the original articles of
incorporation.
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