Exhibit 3.17.2
BYLAWS
OF
SERVICO SILVER SPRING, INC.,
a Florida corporation
ARTICLE I
OFFICES
Section 1. The location of the registered office of the corporation
shall be as stated in the Articles 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 Florida, as the board of
directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at the
registered office of the corporation, or at such other place either within or
without the State of Florida 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 shareholders shall be during the third
month of each fiscal year of the corporation, at such date as determined by the
board of directors, or at such other date as the board of directors deems
appropriate, and at such time and place as designated in the notice of the
meeting. At the annual meeting, the shareholders 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 shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles 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 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 transfer
book for shares of the corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting, or any adjournment
thereof. Such list shall be arranged alphabetically and by voting group and
shall show the address of each shareholder and the number of shares registered
in the name of each shareholder. 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.
Section 5. Except as may be provided by statute, written notice of
an annual or special meeting of shareholders stating the place, date and hour 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 shareholder 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 shareholder
at his address as it appears on the stock transfer books 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 shareholders for the
transaction of business except as otherwise expressly required by statute or by
the Articles of Incorporation. All shareholders present in person or represented
by proxy at such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If, however, such quorum shall not be initially present at any meeting
of shareholders, a majority of the shareholders 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 called. 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 7. When an action other than the election of directors is to
be taken by vote of the shareholders, 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 Articles 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 deter-
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mined. Except as otherwise expressly required by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at an election.
Section 8. Except as otherwise provided by law, each shareholder
shall at every meeting of the shareholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power held by such
shareholder 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 shareholder or his authorized agent or
representative. A proxy is not valid after the expiration of 11 months 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
shareholder. 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 shareholders in
person or by proxy constitutes a waiver of notice of the meeting except where
the shareholder, at the beginning of the meeting, objects to holding the meeting
or transacting business at the meeting.
Section 10. Unless otherwise provided by the Articles of
Incorporation, any action required to be taken at any annual or special meeting
of the shareholders, or any other action which may be taken at any annual or
special meeting of the shareholders 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. Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action is of a type for which dissenters' rights are provided for by
statute, the notice shall contain a clear statement of the right of shareholders
dissenting therefrom to be paid the fair value of their shares upon compliance
with further provisions of such statute regarding the rights of dissenting
shareholders.
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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 Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders.
Section 2. The number of directors which shall constitute the whole
board shall be not 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 shareholders or, if no such meeting
has been held, the number elected by the incorporator in the initially filed
Articles of Incorporation. The directors shall be elected at the annual meeting
of the shareholders, except as provided in Section 3 of this article, and each
director elected shall hold office until his successor is duly elected and
qualified or until his death, resignation or removal. Directors need not be
shareholders 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 shareholders, and the
directors so chosen shall hold office until the next annual election of
directors by the shareholders and until their successors are duly elected and
qualified or until their death, resignation or removal. Any director may be
removed, with or without cause, by the shareholders at a meeting of the
shareholders 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
Florida. Unless otherwise restricted by the Articles 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.
Section 5. 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
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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 6. 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 or by telephone, telegram or facsimile
transmission; 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 7. At all meetings of the board, a majority of the number of
directors then serving 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 Articles 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 8. Unless otherwise provided by the Articles 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.
Section 9. A majority of the full 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. Any such committee, to the
extent provided in the resolution of the board, shall have and may exercise the
powers 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) approve or recommend to shareholders actions or proposals
required by statute to be approved by the shareholders,
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(b) fill vacancies on the board of directors or any committee
thereof,
(c) adopt, amend or repeal the Bylaws of the corporation,
(d) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the board of directors, or
(e) authorize or approve the issuance or sale or contract for the
sale of shares, or determine the designation and relative rights, preferences
and limitations of a voting group, except that the board of directors may
authorize a committee (or a senior executive officer of the corporation) to do
so within limits specifically prescribed by the board of directors.
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 10. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
Section 11. By resolution of the board of directors and irrespective
of any personal interest of any director, the board 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 12. A director may resign by written notice to the
corporation. The resignation is effective upon its delivery to the corporation
or a subsequent time as set forth in the notice of resignation.
Section 13. Attendance of a director at a meeting constitutes a
waiver of notice of the meeting except where 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.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws,
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written notice is required to be given to any director, committee member or
shareholder, such notice may be (but is not required to be) given in writing by
mail (registered, certified or other first class mail) addressed to such
director, shareholder 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 Articles 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 shareholders, directors or a
committee, need be specified in any written waiver of notice.
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
shareholders. 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
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notice to the corporation. The resignation is effective upon its delivery to 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 shareholders
and the board of directors (if 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 corporate seal (if adopted by the board of directors) 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.
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 shareholders 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 shareholders 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, if a
corporate seal is adopted by the board of directors. When authorized by the
president or the board of directors, he shall cause the seal of the corporation
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
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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, if a corporate seal is adopted by the board of
directors.
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 SHAREHOLDERS 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
president or a vice-president and by the secretary or an assistant secretary 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.
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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 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
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or for the purpose of any other
action, the board of directors may fix, in advance, a date as a record date,
which shall not be more than 70 nor less than 10 days before the date of such
meeting, nor more than 70 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 shareholders of record
entitled to notice of, or to vote at, a meeting of shareholders shall be at the
close of business on the day on which notice is given, or, if no notice is
given, at the close of business on the day next preceding the day on which the
meeting is held; and
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(b) 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 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.
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 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, to the fullest extent authorized or
permitted by the provisions at 607.0850 Fl.Stat. (other than 607.0850(7)),
Florida Business Corporation Act, as amended (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), shall indemnify against liability, and advance
expenses to, any person, and his heirs, executors, administrators and legal
representatives, who is or was a party to any proceeding by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation or is or was serving as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise at
the request of the corporation. Officers and directors who are so entitled to be
indemnified shall be paid their expenses in advance of a final disposition of
the proceeding to the maximum extent authorized or permitted by the provisions
of 607.0850(6) Fl.Stat. or any amended or successor section.
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 607.0850(7) Fl.Stat. is not permitted. The corporation
may indemnify and advance expenses to any person pursuant to Section 607.0850(7)
Fl.Stat., or any amended or successor section, to the extent and in the manner
desired by the corporation and permitted by law.
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Section 3. Terms used in this Article VII shall have the meanings
ascribed to them in 607.0850(11) Fl.Stat. or any amended or successor section.
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 if not otherwise fixed by the board.
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, Florida." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Except as otherwise provided by law, the failure to affix the seal of
the corporation to a document shall not affect the validity thereof.
Section 4. The corporation shall keep within or without the State of
Florida books and records of account and minutes of the proceedings of its
shareholders, 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 Florida a stock transfer book for shares of
the corporation containing the names and addresses of all shareholders, 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 law and the
Articles 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.
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ARTICLE IX
AMENDMENTS
Section 1. The Bylaws may be amended or repealed, or new Bylaws may
be adopted, by action of either the shareholders or the board of directors. The
shareholders may from time to time specify particular provisions of the Bylaws
which may not be altered or repealed by the board of directors.
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