Exhibit 3.46.2
BY-LAWS OF
PALM BEACH MOTEL ENTERPRISES, INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established and
maintained at such places within or without the State of Florida as the board
may from time to time establish.
ARTICLE II SHAREHOLDERS
1. PLACE OF MEETINGS
Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of Florida as the board
shall authorize.
2. ANNUAL MEETING
The annual meeting of shareholders shall be held during the month of June
or July in each year on such date as the board shall authorize. The shareholders
shall elect a board of directors and transact such other business as may
properly come before the meeting.
3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board or by the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting. A meeting requested by shareholders shall be called for a date not less
than ten nor more than sixty days after the request is made. The secretary shall
issue the call for the meeting unless the president, the board or the
shareholders shall designate another to make said call.
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4. NOTICE OF MEETINGS
Written notice of each meeting of shareholders shall state the place, day
and hour of the meeting and in the case of a special meeting the purpose or
purposes for which the meeting is called. Notice shall be delivered personally
or by first class mail to each shareholder of record having the right and
entitled to vote at such meeting at his last address as it appears on the
records of the corporation, not less than ten nor more than sixty days before
the date set for such meeting. Such notice shall be sufficient for the meeting
and any adjournment thereof. If any shareholder shall transfer his stock after
notice, it shall not be necessary to notify the transferee. Any shareholder may
waive notice of any meeting either before, during or after the meeting.
5. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining 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 in order to make a determination of
shareholders for any other purpose, the board may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders such books shall be closed for at least ten (10) days
immediately preceding such meeting.
In lieu of closing the stock transfer books, the board may fix in advance
a date as the record date for any such determination of shareholders, such date
in any case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
6. VOTING
Every shareholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share recorded in the
shareholder's name on the books of the corporation on the record date. The books
of records of shareholders shall be produced at the meeting upon the request of
any shareholder. Upon the demand of any shareholder, the vote for directors and
the vote upon any question before the meeting, shall be by ballot. The
affirmative vote of a majority of the shares represented at the meeting shall be
the act of the shareholders.
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7. QUORUM
The presence, in person or by proxy, of shareholders holding a majority of
the shares of the corporation entitled to vote shall constitute a quorum at all
meetings of the shareholders. In no event shall a quorum consist of less than
one-third of the shares entitled to vote at the meeting. In case a quorum shall
not be present at any meeting, a majority of the shareholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
the requisite amount of shares entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of shares entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed; but only those entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.
8. PROXIES
At any shareholders meeting or any adjournment thereof, any shareholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
eleven months from the date thereof unless otherwise provided in the proxy. In
the event a proxy provides for two or more persons to act as proxies, a majority
of such persons present at the meeting, or if only one be present, that one,
shall have all the powers conferred by the instrument upon all the persons so
designated unless the proxy shall provide otherwise.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its corporate powers
exercised by a board of three (3) directors. It shall not be necessary for
directors to be residents of the State of Florida or shareholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of shareholders and each
director elected shall hold office until the director's successor has been
elected and qualified, or until prior resignation or removal.
3. VACANCIES
Any vacancy occurring in the board including any vacancy created by reason
of an increase in the number of directors, may be filled by the affirmative vote
of a majority of the remaining
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directors though less than a quorum of the board. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.
4. REMOVAL OF DIRECTORS
Any or all of the directors may be removed with or without cause by vote
of a majority of all the shares outstanding and entitled to vote at a special
meeting of shareholders called for that purpose.
5. RESIGNATION
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary
to make it effective.
6. QUORUM OF DIRECTORS
A majority of the directors shall constitute a quorum for the transaction
of business. If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at the meeting which shall be so adjourned.
7. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of Florida as it may from
time to time determine. Participation in a meeting by communication methods
whereby all persons can hear each other at the same time shall constitute
presence in person at a meeting.
8. REGULAR ANNUAL MEETING
A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.
9. NOTICE OF MEETINGS OF THE BOARD
Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a
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meeting need not be given to any director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to him.
10. EXECUTIVE AND OTHER COMMITTEES
The board, by resolution, may designate from among its members two or more
of their number to one or more committees, which, to the extent provided in said
resolution or these By-Laws may exercise the powers of the board in the
management of the business of the corporation.
11. COMPENSATION
The board shall have the authority to fix the compensation of directors.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
a) The board may elect or appoint a president, a vice-president, a
secretary and a treasurer, and such other officers as it may determine, who
shall have such duties and powers as hereinafter provided.
b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.
c) Any two or more offices may be held by the same person.
d) The salaries of all officers shall be fixed by the board.
e) The directors may require any officer to give security for the faithful
performance of his duties.
3. PRESIDENT
The president shall be the chief executive officer of the corporation and
shall have the general powers and duties of supervision and management usually
vested in the office of president of a corporation. He shall preside at all
meetings of the shareholders if present thereat and shall have general
supervision, direction and control of the business of the corporation. Except as
the board shall authorize the execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts in behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so
affixed, the seal shall be
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attested by the signature of the secretary or the treasurer or an assistant
secretary or an assistant treasurer.
4. VICE-PRESIDENT
During the absence or disability of the president, the vice-president, if
one be elected, or if there are more than one, the executive vice-president,
shall have all the powers and functions of the president. Each vice-president
shall perform such other duties as the board shall prescribe.
5. SECRETARY
The secretary shall attend all meetings of the board and of the
shareholders, record all votes and minutes of all proceedings in a book to be
kept for that purpose, give or cause to be given notice of all meetings of
shareholders and of special meetings of the board, keep in safe custody the seal
of the corporation and affix it to any instrument when authorized by the board,
when required prepare or cause to be prepared and available at each meeting of
shareholders a certified list in alphabetical order of the names of shareholders
entitled to vote thereat, indicating the number of shares of each respective
class held by each, keep all the documents and records of the corporation as
required by law or otherwise in a proper and safe manner, and perform such other
duties as may be prescribed by the board, or assigned to him by the president.
6. ASSISTANT-SECRETARIES
During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so designated by the
secretary or by the board, shall have the powers and functions of the secretary.
7. TREASURER
The treasurer shall have the custody of the corporate funds and
securities, keep full and accurate accounts of receipts and disbursements in the
corporate books, deposit all money and other valuables in the name and to the
credit of the corporation in such depositories as may be designated by the
board, disburse the funds of the corporation as may be ordered or authorized by
the board and preserve proper vouchers for such disbursements, render to the
president and board at the regular meetings of the board, or whenever they
require it, an account of all transactions as treasurer and of the financial
condition of the corporation, render a full financial report at the annual
meeting of the shareholders if so requested, be furnished by all corporate
officers and agents on request with such reports and statements as required as
to all financial transactions of the corporation, and perform such other duties
as are given by these By-Laws or as from time to time are assigned by the board
or the president.
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B. ASSISTANT-TREASURER
During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so designated by
the secretary or by the board, shall have all the powers and functions of the
treasurer.
9. SURETIES AND BONDS
In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of their duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into their hands.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES
The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the secretary or an
assistant secretary and shall bear the corporate seal. When such certificates
are 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 signatures of
such officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES
The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates 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 to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum and with such surety or sureties
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.
3. TRANSFERS OF SHARES
Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or
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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, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be kept at
its principal office. Whenever a transfer shall be made for collateral security,
and not absolutely, it shall be so expressed on the entry of the transfer. No
transfer shall be made within ten days next preceding the annual meeting of
shareholders.
ARTICLE VI - DIVIDENDS
The board may out of funds legally available therefor at any regular or
special meeting, declare dividends upon the shares of the corporation in cash,
property or its own shares as and when it deems expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the board from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
board shall deem conducive to the interests of the corporation.
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.
All checks, drafts or other orders for the payment of money, notes or
other evidences, of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution of the board.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of January in each year.
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ARTICLE X - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in a post office box
in a sealed post-paid wrapper, addressed to the person entitled thereto at his
last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Statute.
Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Articles of Incorporation of the
corporation or these By-Laws, 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.
ARTICLE XI - CONSTRUCTION
Whenever a conflict arises between the language of these ByLaws and the
Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE XII - INFORMAL MANAGEMENT
1. CONDUCT OF BUSINESS WITHOUT MEETINGS - UNANIMOUS CONSENT
Any action of the shareholders, directors or committee may be taken
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on such action at a
meeting and filed with the secretary of the corporation as part of the
proceedings of the shareholders, directors or committees as the case may be.
Such consent shall have the same effect as a unanimous vote. Any action of the
shareholders may be taken without a meeting, with less than unanimous consent,
as provided by law.
2. MANAGEMENT BY SHAREHOLDERS
In the event the shareholders are named in the Articles of Incorporation
and are empowered therein to manage the affairs of the corporation in lieu of
directors, the shareholders of the corporation shall be deemed directors for the
purposes of these By-Laws and wherever the word "directors", "board of
directors" or "board" appear in these By-Laws those words shall be taken to mean
share-
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holders.
The shareholders may, by majority vote, create a board of directors to
manage the business of the corporation and exercise its corporate powers.
ARTICLE XIII - AMENDMENTS
The board may adopt, alter, amend or repeal By-Laws. By-Laws adopted by
the board or by the shareholders may be repealed or changed, new By-Laws may be
adopted by the shareholders, and shareholders may prescribe in any By-Law made
by them that such By-Law shall not be altered, amended or repealed by the board.
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