BYLAWS
OF
GERALD STEVENS, INC.
(a Florida corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the statements prescribed by
Section 607.0625 of the Florida Business Corporation Act ("Business Corporation
Act") and by any other applicable provision of law, must be signed, either
manually or in facsimile, by any one of the following officers: the President, a
Vice President, the Secretary, an Assistant Secretary, the Treasurer, an
Assistant Treasurer, or by any officer designated by the Board of Directors, and
may bear the corporate seal or its facsimile. If the person who signed, either
manually or in facsimile, a share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue
fractions of a share or pay in money the fair value of fractions of a share;
make arrangements, or provide reasonable opportunity, for any person entitled to
or holding a fractional interest in a share to sell such fractional interest or
to purchase such additional fractional interests as may be necessary to acquire
a full share; and issue scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its agent, entitling the
holder to receive a full share upon surrendering enough scrip to equal a full
share. Each certificate representing scrip must be conspicuously labeled "scrip"
and must contain the information required by of Section 607.0625 of the Business
Corporation Act. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation. The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of Directors may authorize the issuance of scrip subject to any
condition considered desirable, including (a) that the scrip will become void if
not exchanged for full shares before a specified date; and (b) that the shares
for which the scrip is exchangeable may be sold and the proceeds paid to the
scripholders.
3. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the articles
of incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
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certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the corporation
shall be deemed the owner thereof for all purposes as regards the corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
corporation, shall be so expressed in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders to demand a special meeting, or to take any other action, the Board
of Directors, of the corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days before the meeting or action requiring such determination of shareholders.
A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and to a holder or
holders of record of outstanding shares when the corporation is authorized to
issue only one class of shares, and said reference is also intended to include
any outstanding share or shares and any holder or holders of record of
outstanding shares of any class upon which or upon whom the articles of
incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the Business Corporation Act confers such
rights notwithstanding that the articles of incorporation may provide for more
than one class or series of shares, one or more of which are limited or denied
such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed
from time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business Corporation
Act confers the right to call a special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at
such place in or out of the State of Florida as the directors shall from time to
time fix.
- CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President, or the Secretary or by any officer instructed by the directors or
the President to call the meeting. Special meetings may be called in like
manner.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The
corporation shall notify shareholders of the date, time, and place of each
annual and special shareholders' meeting. Such notice shall be no fewer than ten
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nor more than sixty days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice shall be given in the manner provided in
Section 607.0141 of the Business Corporation Act, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting. Notice
of a special meeting must include a description of the purpose or purposes for
which the meeting is called. Unless the Business Corporation Act or the articles
of incorporation require otherwise, the corporation is required to give notice
only to shareholders entitled to vote at the meeting. A shareholder may waive
any notice required by the Business Corporation Act, the articles of
incorporation, or the Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the shareholder entitled to
the notice, and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting; or waives objection to consideration of
a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
- VOTING LIST FOR MEETING. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders' meeting, arranged
by voting group, with the address of and number and class and series, if any of
shares held by each shareholder. The shareholders' list must be available for
inspection by any shareholder, for a period of ten days prior to the meeting or
such shorter time as exists between the record date and the meeting and
continuing through the meeting at the corporation's principal office, or at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the corporation's transfer agent or registrar. A
shareholder, his agent or attorney is entitled on written demand to inspect the
list subject to the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business hours and at his
expense, during the period it is available for inspection. The corporation shall
make the shareholders' list available at the meeting, and any shareholder, or
his agent or attorney is entitled to inspect the list at any time during the
meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. A shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment form, either personally
or by his attorney-in-fact. An appointment of a proxy is effective when received
by the Secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for up to eleven months, unless a longer period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
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- SHARES HELD BY NOMINEES. The corporation may establish a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the procedure.
- QUORUM. Unless the articles of incorporation or the Business
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
- VOTING. Directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present. If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless the articles of incorporation or the Business Corporation Act requires a
greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Unless otherwise provided in the
articles of incorporation, action required or permitted by the provisions of the
Business Corporation Act to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding stock of each voting
group entitled to vote thereon having not less than the minimum number of votes
with respect to each voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted. In order to be effective the action must be
evidenced by one or more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of each voting
group entitled to vote thereon, and delivered to the corporation by delivery to
its principal office in the State of Florida, its principal place of business,
the corporate Secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of the earliest dated
consent delivered in the manner required by Section 607.0704 of the Business
Corporation Act, written consents signed by holders of shares having the number
of votes required to take action are delivered to the corporation by delivery as
set forth in Section 607.0704 of the Florida Business Corporation Act. Action
under this paragraph be subject to the requirements of Section 607.0704 of the
Business Corporation Act.
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ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the corporation managed under the direction of, a Board of Directors. The Board
may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Florida. The initial Board of Directors shall consist of two (2) persons, which
shall be the number of directors until changed. The number of directors may be
fixed or changed from time to time by the shareholders
3. TERMS AND VACANCIES. The terms of the initial directors of
the corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors are elected. Despite the expiration of a director's term, the director
continues to serve until his successor is elected and qualifies or until there
is a decrease in the number of directors. Whenever a vacancy occurs on the Board
of Directors, including a vacancy resulting from an increase in the number of
directors, it may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, or by
the shareholders, unless the articles of incorporation provide otherwise.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
- PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Florida at such place as shall be fixed by
the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of
the Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of a special meeting need not describe the purpose
of the meeting. Notice of a meeting of the Board of Directors need not be given
to any director who signs a waiver of notice either before or after the meeting.
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Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objection to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when 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.
- QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors
shall be presided over by the following directors in the order of seniority and
if present and acting the Chairman of the Board, if any, the Vice Chairman of
the Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or
more directors with or without cause pursuant to the provisions of Section
607.0808 of the Business Corporation Act.
6. COMMITTEES. The Board of Directors by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
an executive committee and one or more other committees each of which, to the
extent provided in such resolution or in the articles of incorporation or the
Bylaws, shall have and may exercise all the authority of the Board of Directors,
except such authority as may not be delegated under the Business Corporation
Act. Each committee may have two or more members, who serve at the pleasure of
the Board of Directors. The provisions of Sections 607.0822, 607.0823, and
607.0824 of the Business Corporation Act, which govern meetings, notice and
waiver of notice, and quorum and voting requirements, apply to committees and
their members as well.
7. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors' meeting or
committee meeting may be taken without a meeting if the action is taken by all
members of the Board or of the committee. The action must be evidenced by one or
more written consents describing the action taken, signed by each director or
committee member. Action taken under this paragraph is effective when the last
director signs the consent, unless the consent specifies a different effective
date.
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ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and
such other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the corporation.
A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparation and custody of minutes of the directors' and shareholders' meetings
and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with
or without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
corporation and the name of the initial registered agent of the corporation are
set forth in the original articles of incorporation.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
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ARTICLE VII
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws unless
the articles of incorporation or the Business Corporation Act reserves this
power exclusively to the shareholders in whole or in part, or the shareholders
in amending or repealing the Bylaws generally or a particular Bylaw provision
provide expressly that the Board of Directors may not amend or repeal the
Bylaws, generally or that Bylaw provision. The shareholders may amend or repeal
these Bylaws even though the Bylaws may also be amended or repealed by the Board
of Directors. No provision of this Article shall be construed as purporting to
negate the requirements of Section 607.1201 of the Business Corporation Act.
I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of Gerald Stevens Reincorporation, Inc., a
corporation of the State of Florida, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: January 4, 2000
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Secretary
(SEAL)
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