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Exhibit 3.14
BY-LAWS
OF
ECKERD FLEET, INC.
I - LOCATION AND CORPORATE SEAL
1. The location of the principal office of the corporation shall be
2120 U.S. Highway 19 South, Clearwater, Florida.
2. The corporation may, in addition to said principal office,
establish and maintain an office or offices at such places in any states and in
any parts of the world as shall, from time to time, be designated by the
directors.
3. The corporate seal of the corporation shall have inscribed
thereon the name of the corporation, "Eckerd Fleet, Inc. ," the year of
its creation, "1979," and the words "Corporate Seal Florida."
II - DIRECTORS
1. The business of the corporation shall be managed by a board of
three directors. Any two, directors shall constitute a quorum for the
transaction of any and all business of the board of directors.
2. The directors shall hold office for one year and until others are
elected and qualified in their stead.
3. The number of directors may at any time be increased or
decreased, subject to the laws of the State of Florida and the charter, by the
board of directors. In case of any increase, the board of directors shall have
the power to elect such additional directors to hold office until the next
meeting of the stockholders and until their successors are elected or chosen and
qualified. Any decrease in the number of directors shall not become effective
until the time for the next election of directors.
4. If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal, or otherwise, the remaining directors
may elect a successor who shall hold office for the unexpired term, and until
his successor is elected or chosen and qualified.
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5. Meetings of the board of directors may be held at the principal
office of the corporation or at any such other places in any states and in any
parts of the world as shall, from time to time, be designated by the directors.
In the absence of a designation by the directors, the principal office of the
corporation shall be the place of meeting of the directors. Meetings of the
board of directors may be called at any time by the president of the corporation
or by any two directors. Three days' notice of all meetings of the board of
directors shall, unless waived, be given to each director.
6. The first meeting of directors of the corporation shall be held
at such time as any two directors may designate. Thereafter, regular board
meetings shall be held at such times as the directors may designate. At the
first meeting of every newly elected board of directors, they shall appoint the
necessary officers of the corporation.
7. In addition to the powers and authorities by these bylaws
expressly conferred upon them, the board of directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, but subject, nevertheless, to the State laws, to the charter, and
to the express provisions of these by laws.
8. In addition to and not in limitation of the powers conferred by
the last preceding paragraph, by the State laws, by the charter, and by the
other provisions of these bylaws, the board of directors shall have the
following powers:
(a) To purchase or otherwise acquire for the corporation, and to
sell or otherwise dispose of, any property, rights or privileges
which the corporation is authorized to acquire or dispose of, at such
prices and on such terms and conditions, and for such consideration as
to them seem proper;
(b) To pay for any property, rights or privileges acquired by
the corporation, and to dispose of the same, either wholly or
partially, in or for money, other property, or stock, bonds,
debentures or other securities of the corporation;
(c) To appoint and remove or suspend such officers, managers or
other agents, permanently or temporarily, when and as to them may from
time to time seem proper; to fix from time to time the authority of
the
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officers, managers and other agents; to fix from time to time their
salaries or emoluments and to grant to them such options for the
stock, bonds, or other securities of the corporation as to them seem
proper; and to require from time to time security for the performance
of their duties;
(d) To appoint any person or persons to accept and hold in trust
for the corporation any property belonging to the corporation, or in
which it is interested, and to perform all such duties and any other
things as may be requisite in relation to any such trust;
(e) To designate, by resolution passed by a majority of the
whole board, one or more committees, each to consist of two or more
directors, which committees, to the extent provided by such
resolution, shall have and may exercise any or all of the powers of
the board of directors in the management of the business and affairs
of the corporation, including the power to authorize the seal of the
corporation to be affixed to all papers which may require it; and,
(f) To direct, by resolution passed by a majority of the whole
board, the payment of a fixed sum plus expenses to directors for
attendance at any or all meetings of the board of directors or of
committees of the board of directors.
III - STOCKHOLDERS
1. All meetings of the stockholders shall be held at the office of
the corporation at 2120 U.S. Highway 19 South, Clearwater, Florida, or at such
other places in any states or in any parts of the world as shall be fixed, from
time to time, by the board of directors. The place at which such meetings shall
be held shall be stated in the notice of the meeting. A change in the place of
meeting shall not be made within sixty days next before the day on which an
election of directors is to be held, and a notice of any such change shall be
given to each stockholder twenty days before the election is to be held.
2. An annual meeting of the stockholders of the corporation for the
election of directors to succeed those
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whose terms expire and for the transaction of such other business as may
properly come before the meeting shall be held on the 1st day of December, in
each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday at 10:30 o'clock in the forenoon. If
the annual meeting of the stockholders be not held as herein prescribed, the
election of directors may be held at any meeting thereafter called pursuant to
these bylaws.
3. Special meetings of the stockholders, for any purpose or
purposes, prescribed in the notice of the meeting, unless otherwise prescribed
by State laws, may be called by the president or by any two directors of the
corporation.
4. Notice of the time and place of all meetings of stockholders
shall be given, subject to the provisions of paragraph 1 of this article, at
least five days and not more than fifty days prior to the meeting to each
stockholder of record of the corporation entitled to vote at such meeting.
5. A quorum at any meeting of stockholders shall consist of
stockholders representing, either in person or by proxy, a majority of the
outstanding stock of the corporation entitled to vote at such meeting, except as
otherwise specially provided by the State laws or the charter. If a quorum be
not present at a properly called stockholders' meeting, the meeting may be
adjourned by those present. If a notice of such adjourned meeting is sent to all
stockholders entitled to vote thereat, containing a statement that under the
provisions of this paragraph it is proposed to hold the adjourned meeting with a
quorum of those present at such meeting, a statement of the time and place of
holding such adjourned meeting, and a statement of the purpose of such meeting,
then at such adjourned meeting any number of stockholders entitled to vote
thereat, represented in person or by proxy, except as may be otherwise required
by the State laws or the charter, shall constitute a quorum, and the votes of a
majority in interest of those present at such meeting shall be sufficient to
transact business.
6. At any meeting of stockholders every stockholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder bearing a date not more
than six-months prior to said meeting, unless said instrument provides for a
longer period. Subject to the provisions of paragraph 3 of Article V, each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation.
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7. A complete list of the stockholders entitled to vote at the
ensuing meeting, arranged in alphabetical order, and containing the record
address of each stockholder and the number of voting shares held by each
stockholder, shall be prepared and filed in the office where the meeting is to
be held, at least ten days before every meeting, and shall during the usual
hours for business and during the whole time of said meeting be open for the
examination of any stock holder.
8. At all meetings of stockholders the voting may be by a voice
vote, but any qualified voter may demand a stock vote whereupon such stock vote
shall be taken by ballot, each of which shall state the name of the stockholder
voting and the number of shares voted by him, and if such ballot be cast by
proxy, it shall also state the name of such proxy.
9. Two inspectors of election shall be appointed by the board of
directors before or at each meeting of the stockholders of the corporation at
which an election of directors shall take place. If no such appointment shall
have been made, or if the inspectors appointed by the board of directors refuse
to act or fail to attend, then the appointment shall be made by the presiding
officer at the meeting. The inspectors shall receive and take in charge all
proxies and ballots, and shall decide all questions touching upon the
qualification of voters, the validity of proxies, and the acceptance and
rejection of votes. In case of a tie vote by the inspectors on any question, the
presiding officer shall decide.
IV - OFFICERS
1. The officers of the corporation shall consist of a president, a
secretary and treasurer, and such other subordinate officers as may from time
to time be appointed by the board of directors. All officers shall be elected
for one year by the directors at their first meeting after incorporation and,
thereafter, at the first meeting of the board of directors after the annual
meeting of stockholders. All officers not properly removed by the board of
directors shall hold office until their successors are elected arid qualified.
Any number of offices, other than that of president and secretary, may be held
by the same person.
2. The president shall be the chief executive officer of the
corporation. He shall have general supervision of the affairs of the
corporation. He shall, when present,
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preside at all meetings of the stockholders and directors. He shall sign or
countersign all stock certificates, contracts and other instruments of the
corporation as authorized by the board of directors. He shall have general
supervision and direction of all the other officers of the corporation. He shall
from time to time report to the directors and stockholders on the operations and
affairs of the corporation. He shall be ex officio a member of all standing
committees. He shall perform all other duties as are incident to his office or
are properly required of him by the board of directors.
3. The vice presidents, in the order of their seniority, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties as the board of
directors shall prescribe.
4. The secretary and treasurer shall issue all authorized notices
for all meetings. He shall keep minutes of all meetings, shall have charge of
the seal and the corporate books, and shall make such reports and perform such
other duties as are incident to his office or are properly required of him by
the president or board of directors.
The secretary and treasurer shall have the custody of all monies
and securities of the corporation and shall keep regular books of account. He
shall make such disbursement of the funds of the corporation as are proper and
shall render to the president or board of directors, from time to time as may be
required of him, an account of all such transactions and of the financial
condition of the corporation. He shall perform such other duties as are incident
to his office or are properly required of him by the president or board of
directors.
5. The board of directors may from time to time delegate the powers
or duties of any officer to any other officers or agents whom it may select in
the case of absence or inability to act of any officer and of any person herein
authorized to act in his place.
6. Any officer of the corporation may be removed at any time, with
or without cause, by the board of directors.
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7. Vacancies in any office arising from any cause may be filled at
any time by the board of directors.
V - STOCK
1. Certificates of stock shall be issued in numerical order, and
each stockholder shall be entitled to a certificate signed by, or in the name of
the corporation by, the president and the secretary and treasurer, certifying to
the number of shares owned by him. Where, however, such certificate is signed by
a transfer agent, or an assistant transfer agent, or by a transfer clerk acting
on behalf of the corporation, and a registrar, the signature of any of these
officers may be facsimile.
2. Transfers of stock shall be made only upon the transfer books of
the corporation kept at an office of the corporation or by transfer agents
designated to transfer stock. Before a new certificate is issued, the old
certificate shall be surrendered for cancellation.
3. The Board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding fifty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or for a period of
not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the board of directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change of conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversation or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
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4. In the case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction.
5. The board of directors shall have power to make all such rules
and regulations as to it seems proper concerning the issue, transfer, conversion
and registration of certificates of the shares of stock of the corporation, not
prohibited by State laws, the charter, or the express provisions of these
bylaws.
VI - DIVIDENDS AND FINANCE
1. Dividends may be declared from time to time by the board of
directors as authorized by the State laws and the charter.
2. The board of directors may set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper
purposes and may at any time alter or abolish any such reserve.
3. The monies of the corporation shall be deposited in the name of
the corporation in such bank or banks or trust company or trust companies as the
board of directors shall designate.
4. Monies may be withdrawn from any banks or trust companies by
check signed by the secretary and treasurer and countersigned by the president,
or signed singly by such officer as the board of directors may designate.
5. The fiscal year of the corporation shall begin on the Sunday
closest to August 1 and shall terminate on the Saturday closest to August 1.
VII - BOOKS AND RECORDS
1. The books and records of the corporation may, to the extent not
prohibited by the State laws, be maintained at such places in any states and in
any parts of the world as shall from time to time be designated by the board of
directors.
2. The board of directors may determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
books and accounts of the corporation, or any of them other than the stock
ledger, shall be open to the inspection of stockholders.
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VIII - NOTICES
1. Whenever the State laws, the charter or these bylaws require
notice to be given to any director, officer, agent or stockholder, that shall
not be construed to mean personal notice. Such notice may in every instance be
effectively given by dispatching a prepaid telegram to such director, officer,
agent or stockholder at his or her address as the same appears on the books of
the corporation or by depositing a writing in a post office or letter box, in a
postpaid, sealed wrapper addressed to such director, officer, agent or
stockholder at his or her address as the same appears on the books of the
corporation. The time when such notice shall be dispatched shall be determined
to be the time of the giving of the notice.
2. A waiver of any notice in writing, signed by a director, officer,
agent or stockholder, whether before or after the time stated in said waiver for
holding a meeting or receiving other notice, shall be deemed equivalent to the
notice required to be given to such director, officer, agent or stockholder.
IX - AMENDMENTS
1. These bylaws may be amended or repealed by the board of directors
at any meeting or by the stockholders at any meeting.
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