Exhibit 3.9.2
BYLAWS
OF
SERVICO FT. PIERCE, INC.
a Delaware corporation
BYLAWS
OF
SERVICO FT. PIERCE, INC.
a Delaware corporation
ARTICLE I
OFFICES
Section 1. The location of the registered office of the corporation
shall be as stated in the Certificate of Incorporation, which location may be
changed from time to time by the board of directors.
Section 2. The corporation may also have offices or branches at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at the
registered office of the corporation, or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.
Section 2. Annual meetings of stockholders shall be held on the
first Tuesday of the third month of each fiscal year of the corporation if not a
legal holiday in the state in which the meeting shall be held, and if a legal
holiday, then on the next secular day following, at such time as determined by
the board of directors, or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting. At the annual meeting, the stockholders shall elect a board of
directors and transact such other business as may properly be brought before the
meeting. If the annual meeting is not held on the date designated therefor, the
board of directors shall cause the meeting to be held as soon thereafter as
convenient.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the chairman of the board or president, and
shall be called by the chairman of the board or president at the request in
writing of a majority of the
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board of directors or at the request in writing of the holders of not less than
10% of all the shares entitled to vote at a meeting. Such request shall state
the purpose or purposes of the proposed meeting.
Section 4. The officer or agent who has charge of the stock ledger
of the corporation shall at least 10 days before every meeting of stockholders
make and certify a complete list of the stockholders entitled to vote at a
stockholders' meeting, or any adjournment thereof. The list shall be arranged in
alphabetical order with each class and series and show the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
10 days prior to the meeting, at a place within the city 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 stockholder
who is present.
Section 5. Except as may be provided by statute, written notice of
an annual or special meeting of stockholders stating the place, date and hour of
the meeting, where the list of stockholders may be inspected (if other than at
the place of the meeting), and the purpose or purposes for which the meeting is
called, shall be delivered, either personally or by first-class mail, not less
than 10 nor more than 60 days before the date of the meeting, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his address as it appears on the records of the
corporation with postage thereon prepaid.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise expressly required by statute or by
the Certificate of Incorporation. All stockholders present in person or
represented by proxy at such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum. If, however, such quorum shall not be initially present at any
meeting of stockholders, a majority of the stockholders entitled to vote thereat
shall nevertheless have power to adjourn the meeting from time to time and to
another place, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting, at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned
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meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. When an action other than the election of directors is to
be taken by vote of the stockholders, it shall be authorized by the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
on the subject matter, unless a greater plurality is required by express
requirement of the statutes or of the Certificate of Incorporation, in which
case such express provision shall govern and control the decision of such
question. "Shares represented at the meeting" shall be determined as of the time
the existence of the quorum is determined and shall indicate shares present in
person or represented by proxy. Except as otherwise expressly required by the
Certificate of Incorporation, directors shall be elected by a plurality of the
votes cast at an election.
Section 8. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder except as otherwise
expressly required in the Articles of Incorporation. A vote may be cast either
orally or in writing. Each proxy shall be in writing and signed by the
stockholder or his authorized agent or representative. A proxy is not valid
after the expiration of three years after its date unless the person executing
it specifies therein the length of time for which it is to continue in force.
Unless prohibited by law, a proxy otherwise validly granted by telegram shall be
deemed to have been signed by the granting stockholder. All questions regarding
the qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the presiding officer of the meeting.
Section 9. Attendance of a person at a meeting of stockholders in
person or by proxy constitutes a waiver of notice of the meeting except where
the stockholder attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.
Section 10. Unless otherwise provided by the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of the stockholders, or any other action which may be taken at any annual or
special meeting of the stockholders 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 signed by holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Promptly after obtaining such authorization by written consent,
notice shall be given to those
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stockholders who have not consented in writing. The notice shall fairly
summarize the material features of the authorized action.
ARTICLE III
DIRECTORS
Section 1. The business and affairs of the corporation shall be
managed by or under the direction of its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 2. The number of directors which shall constitute the whole
board shall not be less than one nor more than seven. The number of directors
shall be determined from time to time by resolution of the board of directors.
In the absence of an express determination by the board, the number of
directors, until changed by the board, shall be that number of directors elected
at the most recently held annual meeting of stockholders or, if no such meeting
has been held, the number elected by the incorporator in the initially filed
Certificate of Incorporation. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3 of this article,
and each director elected shall hold office until his successor is elected and
qualified or until his resignation or removal. Directors need not be
stockholders or officers of the corporation.
Section 3. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by the
affirmative vote of a majority of the directors then in office, though less than
a quorum, or by a sole remaining director, or by the stockholders, and the
directors so chosen shall hold office until the next annual election of
directors by the stockholders and until their successors are duly elected and
qualified or until their resignation or removal. Any director may be removed,
with or without cause, by the stockholders at a meeting of the stockholders
called expressly for that purpose.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Unless otherwise restricted by the Certificate of Incorporation,
members of the board of directors, or any committee designated by the board, may
participate in a meeting of the board or committee 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 shall constitute presence in person at such meeting.
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Section 5. The first board of directors shall hold office until the
first annual meeting of stockholders. Thereafter, the first meeting of each
newly elected board of directors shall be held promptly following the annual
meeting of stockholders on the date thereof. No notice of such meeting shall be
necessary to the newly elected directors in order to legally constitute the
meeting, provided a quorum shall be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors.
Section 6. Regular meetings of the board of directors may be held at
such time and at such place as shall from time to time be determined by the
board of directors or by the chairman of the board or president. Any notice
given of a regular meeting need not specify the business to be transacted or the
purpose of the meeting.
Section 7. Special meetings of the board may be called by the
chairman of the board or president on four days' notice to each director by mail
or 24 hours' notice either personally, by telephone or by telegram; special
meetings shall be called by the chairman of the board or president in like
manner and on like notice on the written request of two directors. The notice
need not specify the business to be transacted or the purpose of the special
meetings. The notice shall specify the place of the special meeting.
Section 8. At all meetings of the board, a majority of the number of
directors determined pursuant to Article III, Section 2 of these Bylaws shall
constitute a quorum for the transaction of business. At all meetings of a
committee of the board, a majority of the directors then members of the
committee in office shall constitute a quorum for the transaction of business.
The act of a majority of the members present at any meeting at which there is a
quorum shall be the act of the board of directors or the committee, unless the
vote of a larger number is specifically required by statute, by the Certificate
of Incorporation, or by these Bylaws. If a quorum shall not be present at any
meeting of the board of directors or a committee, the members present thereat
may adjourn the meeting from time to time and to another place without notice
other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise provided by the Certificate of
Incorporation, 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, before or after the action, all members of the board or committee
consent thereto in writing. The written consents shall be filed with the minutes
of proceedings of the board or committee. Such consents shall have the same
effect as a vote of the board or committee for all purposes.
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Section 10. A majority of the whole board of directors may, by
resolution, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. 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 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 such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board, shall have and may exercise the power and authority of the board of
directors in the management of the business and affairs of the corporation;
provided, however, such a committee shall not have the power or authority to:
(a) amend the Certificate of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided by statute, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes of any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series);
(b) adopt an agreement of merger or consolidation as provided
by statute;
(c) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's properties and assets;
(d) recommend to the stockholders a dissolution or a
revocation of a dissolution; or
(e) amend the Bylaws of the corporation.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors. A committee,
and each member thereof, shall serve at the pleasure of the board.
Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
Section 12. By resolution of the board of directors and
irrespective of any personal interest of any director, the board
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may establish reasonable compensation of directors for services to the
corporation as directors, officers or members of a committee. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 13. A director may resign by written notice to the
corporation. The resignation is effective upon its receipt by the corporation or
a subsequent time as set forth in the notice of resignation.
Section 14. Attendance of a director at a meeting constitutes a
waiver of the meeting except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
Section 15. Unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, written notice is required to
be given to any director, committee member or stockholder, such notice may be
given in writing by mail (registered, certified or other first class mail)
addressed to such director, stockholder or committee member at his address as it
appears on the records of the corporation, with postage thereon prepaid. Such
notice shall be deemed to be given at the time when the same shall be deposited
in a post office or official depository under the exclusive care and custody of
the United States postal service.
Section 2. Whenever any notice is required to be given under the
provision of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors or a
committee, need be specified in any written waiver of notice.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors at its first meeting after each annual meeting of
stockholders. There shall be a president, a secretary and a treasurer. The board
of directors may also create and fill the offices of chairman of the board and
vice-chairman of the board, and may choose one or more vice-presidents, one or
more assistant secretaries, and one or more assistant treasurers. Any number of
offices may be held by the same person, but the board by resolution may require
that at least two persons shall be officers for purposes of compliance with
Article VI, Section 1, hereof.
Section 2. The board of directors may from time to time appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.
Section 3. The salaries of all officers of the corporation shall be
fixed by the board of directors.
Section 4. The officers of the corporation shall hold office at the
pleasure of the board of directors. Any officer elected or appointed by the
board of directors may be removed at any time by the board of directors with or
without cause whenever, in its judgment, the best interests of the corporation
will be served thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors. An officer may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or at a subsequent
time specified in the notice of resignation.
Section 5. Unless otherwise provided by resolution of the board of
directors, the president shall be the chief executive officer of the
corporation, shall, in the absence or non-election of a chairman or
vice-chairman of the board of directors, preside at all meetings of the
stockholders and the board of directors (i) he shall be a member of the board),
shall have general and active management of the business and affairs of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. He shall execute on behalf of the
corporation, and may affix or cause the seal to be affixed to, all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation, and he shall have the authority to vote any shares of
stock owned by the corporation.
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Section 6. The vice-presidents shall act under the direction of the
president and in the absence or disability of the president shall perform the
duties and exercise the powers of the president. They shall perform such other
duties and have such other powers as the president or the board of directors may
from time to time prescribe. The board of directors may designate one or more
executive vice-presidents or may otherwise specify the order of seniority of the
vice-presidents. The duties and powers of the president shall descend to the
vice-presidents in such specified order of seniority.
Section 7. The secretary shall act under the direction of the
president. Subject to the direction of the president he shall attend all
meetings of the board of directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the president or the board of
directors. He shall keep in safe custody the seal of the corporation and, when
authorized by the president or the board of directors, cause it to be affixed to
any instrument requiring it. He shall be responsible for maintaining the stock
transfer book and minute book of the corporation and shall be responsible for
their updating.
Section 8. The assistant secretaries shall act under the direction
of the president. In the order of their seniority in office, unless otherwise
determined by the president or the board of directors, they shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. They shall perform such other duties and have such
other powers as the president or the board of directors may from time to time
prescribe.
Section 9. The treasurer shall act under the direction of the
president. Subject to the direction of the president he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the president or the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He may affix or cause to be affixed the seal of the corporation to
documents so requiring the seal.
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Section 10. The assistant treasurers in the order of their seniority
of office, unless otherwise determined by the president or the board of
directors shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. They shall perform such other
duties and have such other powers as the president or the board of directors may
from time to time prescribe.
Section 11. To the extent the powers and duties of the several
officers are not provided from time to time by resolution or other directive of
the board of directors or by the president (with respect to other officers), the
officers shall have all powers and shall discharge the duties customarily and
usually held and performed by like officers of the corporations similar in
organization and business purposes to this corporation.
ARTICLE VI
CERTIFICATES OF STOCK
AND STOCKHOLDERS OF RECORD
Section 1. The shares of stock of the corporation shall be
represented by certificates signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors or the president or a
vice-president and by the secretary or an assistant secretary or the treasurer
or an assistant treasurer of the corporation. Each holder of stock in the
corporation shall be entitled to have such a certificate certifying the number
of shares owned by him in the corporation.
Section 2. Any of or all the signatures on the certificate may be a
facsimile if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or its employee. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of issue. The seal of the corporation or a facsimile
thereof may, but need not, be affixed to the certificates of stock.
Section 3. The board of directors may direct a new certificate for
shares to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate, the board
of directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate, or his legal
representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claim
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that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its stock
transfer book for shares of the corporation.
Section 5. In order that the corporation may determine the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to express consent to, or to dissent from, a
proposal 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 date as a record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. The stock transfer books of the corporation shall not be closed.
If no record date is fixed:
(a) the record date for determining the stockholders of record
entitled to notice of, or to vote at, a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if no notice is waived, at the close of business on the day next preceding
the day on which the meeting is held;
(b) the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed; and
(c) the record date for determining stockholders 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 stockholders of record entitled to notice or to
vote at a meeting of stockholders 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.
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered upon its stock transfer book for shares
of the corporation as the owner of shares
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for all purposes, including voting and dividends, and shall not be bound to
recognize any equitable or other claim to interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Florida.
ARTICLE VII
INDEMNIFICATION
Section 1. The corporation shall indemnify, and advance expenses to,
to the fullest extent authorized or permitted by the provisions of Section 145
of the Delaware General Corporation Law (other than Section 145() or any
amendment or successor provision thereof or any other statutory provision
authorizing or permitting such indemnification or advancement of expenses which
is adopted after the date this Article VII is adopted) any person, and his
heirs, executors, administrators and legal representatives, who was or is a
party or is threatened to be made a party to threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or serves or served any other enterprise at the request
of the corporation in any such capacity.
Section 2. Article VII, Section 1 of these Bylaws shall not be
construed to mean that indemnification and advancement of expenses by the
corporation pursuant to Section 145() of the Delaware General Corporation Law is
not permitted. The corporation may indemnify and advance expenses to any person
pursuant to such Section l45(), or any amended or successor section, to the
extent and in the manner desired by the corporation and permitted by law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. All checks, drafts or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate. All funds of
the corporation not otherwise employed shall be deposited from time to time to
the credit of the corporation in such banks, trust companies or other
depositories as the board of directors may from time to time designate.
Section 2. The fiscal year of the corporation shall be fixed from
time to time by resolution of the board of directors, but shall end on December
31st of each year is not otherwise fixed by the board.
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Section 3. The board of directors may adopt a corporate seal for the
corporation. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Section 4. The corporation shall keep within or without the State of
Delaware books and records of account and minutes of the proceedings of its
stockholders, board of directors and executive committee, if any. The
corporation shall keep at its registered office or at the office of its transfer
agent within or without the State of Delaware a stock transfer book for shares
of the corporation containing the names and addresses of all stockholders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such stock transfer book,
books, records or minutes may be in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 5. These Bylaws shall govern the internal affairs of the
corporation, but only to the extent they are consistent with governing law and
the Certificate of Incorporation. Nothing contained in the Bylaws shall,
however, prevent the imposition by contract of greater voting, notice or other
requirements than those set forth in these Bylaws.
ARTICLE IX
AMENDMENTS
Section 1. The Bylaws may be amended or repealed, or new Bylaws may
be adopted, by action of the stockholders and, if permitted by the Certificate
of Incorporation, the board of directors. The stockholders may from time to time
specify particular provisions of the Bylaws which shall not be altered or
repealed by the board of directors.
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