Exhibit 3.40.2
BY-LAWS
OF
APICO INNS OF GREEN TREE
ARTICLE I.
Office
Section 1. The offices of this corporation shall be 1601 Belvedere
Road, Suite 501, South, West Palm Beach, Florida 33406, with branch offices in
such other places as the board of Directors may deem necessary to the conduct of
the business of the corporation.
ARTICLE II.
Meetings of Shareholders
Section 1. The annual meeting of the shareholders of the corporation
for the election of Directors shall be held at the office of the corporation in
New York, Florida or at such other place as the Board of Directors may fix on
the last day of July in each year beginning in the year 1972.
Section 2. Special meetings may be held at such time and place as
the Board of Directors may determine.
Section 3. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of the corporation entitled to vote shall be
necessary to constitute a quorum, and a shareholders' meeting shall not be
organized for the transaction of business unless a quorum is present. The
shareholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. If a meeting cannot be organized because a quorum has
not attended, those present may (except as otherwise provided in the Business
Corporation Law) adjourn the meeting to such time and place as they may
determine. In the case of any meeting called for the election of directors,
those who attend the second of such adjourned meetings, although less than a
quorum as fixed in these By-Laws, shall nevertheless constitute a quorum for the
purpose of electing directors.
Section 4. - Written notice of every meeting of the shareholders
shall be given by or at the direction of the person authorized to call the
meeting to each shareholder of record entitled to vote at the meeting, at least
ten (10) days prior to the day named for the meeting, unless a greater period of
notice is required by law to be given in any particular case. Notice of any
meeting may be waived in writing by the shareholders and attendance at the
meeting shall itself constitute a waiver of notice of the meeting.
Section 5. - At the annual meeting of the shareholders the election
of Directors for the ensuing year shall be held and such other business
transacted as shall properly be brought before the meeting. Election of
Directors need not be by ballot.
Section 6. - Except for the action required by law for increasing
the capital or indebtedness of the corporation, any action required by the
Business Corporation Law of Pennsylvania to be taken at a meeting of the
shareholders of the corporation may be taken without a meeting, it a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders who would be entitled to vote at a meeting for such purpose and
shall be filed with the Secretary of the corporation.
ARTICLE III.
Board of Directors
Section 1. - The business and affairs of the corporation shall be
managed by a board consisting of three (3) directors who shall be elected and
qualified. The number of directors shall be three (3) until such time as the
Board of Directors may change the number within the limits provided above.
Section 2. - After the Board of Directors shall have been elected,
they shall meet and choose a President, Vice President, Secretary and Treasurer,
and such assistants as the Board of Directors may authorize, who shall serve for
a period of one year and until their successors are chosen and qualified. Any
two or more offices may be held by the same person except the office of
President and Secretary.
Section 3. - Any vacancy in the Board of Directors shall be
filled by a majority of the remaining members of the Board, though less than
a quorum and each person so elected shall be a Director until his successor
is elected by the shareholders, who may make such election at the next annual
meeting of the shareholders or at any special meeting duly called for that
purpose and held prior thereto.
Section 4. - Meetings of the Board of Directors shall be held at
such time as the Board may appoint or upon call by the President or a majority
of the Board of Directors. Meetings may be held at such place as the majority of
the Directors may from time to time appoint or as may be designated in the
notice calling the meeting.
Section 5. - A majority of the Directors in office shall be
necessary to constitute a quorum for the transaction of business.
Section 6. - If all the Directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid corporate action as though it had been authorized at a meeting
of the Board of Directors.
Section 7. - The Board of Directors may, by resolution adopted by a
majority of the whole Board; delegate two or more of its members to constitute
an Executive Committee, which, to the extent provided in said resolution shall
have and exercise the authority of the Board of Directors in the management of
the business of the corporation.
Section 8. - Written notice of every meeting of the board of
Directors shall be given to each Director at least three (3) days prior to the
date named for the meeting, but such notice may be waived in writing and
attendance at the meeting shall itself constitute a waiver of notice of the
meeting.
Section 9. - The entire Board of Directors or any individual
Director my be removed from office by a majority vote of the holders of the
outstanding share entitled to vote at an election of Directors. In case the
Board or any one or more Directors be so removed, new Directors may be elected
at the same meeting.
ARTICLE IV.
Officers
Section 1. - The officers of the corporation shall consist of a
President, Vice President, Secretary and Treasurer and such assistants as the
Board of Directors may authorize.
Section 2. - It shall be the duty of the President to preside at
all meetings of the shareholders and Board of Directors and to enforce the
observance of all rules of order and the By-Laws of the corporation and he
shall be, ex-officio, a member of each standing committee. He shall have such
other duties as the Board of Directors may prescribe.
Section 3. - In the absence of the President, the Vice President
shall be the presiding officer and shall have such other duties as the Board
of Directors may specify.
Section 4. - It shall be the duty of the Secretary to keep or cause
to be kept a proper record of all the votes of the corporation and a minute of
its transactions and minutes of all Directors' and shareholders' meetings in a
book to be kept for that purpose. Be shall keep an accurate list of all the
shareholders and the number of shares held by each. He shall have the custody of
all stock and transfer books and shall affix the corporate seal to such
documents as may require it, and perform such other duties as the Board of
Directors may require.
Section 5. - It shall be the duty of the Treasurer to receive and to
have the care and custody of all the moneys and funds belonging to the
corporation and to deposit the same to the credit of the corporation is such
bank or banks as the Board of Directors may designate, and to perform such other
duties, usually pertaining to the office, as the Board of Directors may require.
Section 6. - Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its best
judgement, the best interests of the corporation will be served thereby, without
prejudice, however, to any contract rights the person so removed may have.
ARTICLE V.
Shares and Classes of Stock
Section 1. - The shares of stock and the classes of stock of this
corporation shall be such as are provided for in the Articles of Incorporation
and any amendments thereto.
Section 2. - The Board of Directors shall provide share certificates
in form and as required by law. Share certificates shall be signed by the
President or Vice President and Secretary, or by the President or Vice President
and Treasurer, and sealed with the corporate seal, and shall be transferable
only on the books of the corporation by the holder
in person, or by duly authorized agent, upon the surrender of the certificate,
properly endorsed.
ARTICLE VI.
Obligations - How Approved
Section 1. - The Board of Directors may adopt such system or method
for the auditing and approving of the corporation's liabilities and for the
payment of the same by voucher or check as the Board may from time to time see
proper.
Section 2. - The Board of Directors is authorized to borrow money
for the current business of the corporation and to delegate this authority, by
resolution of the Board, to an officer or officers of the corporation.
ARTICLE VII.
Reports or Statements
Section 1. - Reports or statements showing the financial condition
of the corporation may be made to the shareholders in such form and at such time
as the Board of Directors shall not be required to make financial reports to the
shareholders or to have such financial reports examined by an independent
certified public accountant as is provided in Section 318 of the Business
Corporation Law of Pennsylvania, as amended.
ARTICLE VIII.
Corporate Records
Section 1.- The corporations may maintain its corporate records
either at its registered office is Pennsylvania or at such other place as the
Board of Directors may determine, provided, however, that if such records are
not maintained at registered office in Pennsylvania a duplicate record of the
proceedings of the shareholders and of the directors and a copy of its By-Laws,
including all amendments or alterations thereto to date, certified by the
Secretary of the corporation shall be maintained at the registered office a well
as a duplicate share register, giving the names of the shareholders
in alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of the certificates issued
for the shares and the number and date of cancellation of every certificate
surrender for cancellation. The corporation shall also maintain at its
registered office in Pennsylvania or at its principal place of business complete
and accurate books or records of account.
ARTICLE IX.
By-Laws
Section 1. - The Board of Directors, by a majority vote of the
members thereof, shall have authority to make, alter, amend and repeal the
By-Laws of the corporation, subject to the power of the shareholders, by a
majority vote, to change or repeal such By-Laws at any regularly called meeting
of the shareholders.