Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
PEDIATRIX MEDICAL GROUP, INC.
(A FLORIDA CORPORATION)
Adopted November 1, 2007
Exhibit 3.2
INDEX
ARTICLE ONE OFFICES...............................................................................................1
Section 1. Registered Office...........................................................................1
Section 2. Principal Office............................................................................1
Section 3. Other Offices...............................................................................1
ARTICLE TWO MEETINGS OF SHAREHOLDERS..............................................................................1
Section 1. Place.......................................................................................1
Section 2. Time of Annual Meeting......................................................................1
Section 3. Call of Special Meetings....................................................................1
Section 4. Conduct of Meetings.........................................................................1
Section 5. Notice and Waiver of Notice.................................................................2
Section 6. Business and Nominations for Annual and Special Meetings....................................2
Section 7. Quorum and Adjournments; Postponements......................................................2
Section 8. Voting Per Share............................................................................3
Section 9. Voting of Shares............................................................................3
Section 10. Proxies.....................................................................................4
Section 11. Shareholder List............................................................................4
Section 12. Action Without Meeting......................................................................4
Section 13. Fixing Record Date..........................................................................6
Section 14. Inspectors and Judges.......................................................................6
Section 15. Voting for Directors........................................................................6
ARTICLE THREE DIRECTORS...........................................................................................6
Section 1. Number; Election and Term; Removal..........................................................6
Section 2. Vacancies...................................................................................7
Section 3. Powers......................................................................................7
Section 4. Place of Meetings...........................................................................7
Section 5. Annual Meeting..............................................................................7
Section 6. Regular Meetings............................................................................7
Section 7. Special Meetings and Notice.................................................................7
Section 8. Quorum; Required Vote; Presumption of Assent................................................8
Section 9. Action Without Meeting......................................................................8
Section 10. Conference Telephone or Similar Communications Equipment Meetings...........................9
Section 11. Committees..................................................................................9
Section 12. Compensation of Directors...................................................................9
Section 13. Chairman of the Board.......................................................................9
ARTICLE FOUR OFFICERS.............................................................................................9
Section 1. Positions...................................................................................9
Section 2. Election of Specified Officers by Board....................................................10
Section 3. Election or Appointment of Other Officers..................................................10
Section 4. Salaries...................................................................................10
Section 5. Term; Resignation..........................................................................10
Section 6. President/Chief Executive Officer..........................................................10
Section 7. Vice Presidents............................................................................10
Section 8. Secretary..................................................................................11
Section 9. Treasurer..................................................................................11
Section 10. Other Officers; Employees and Agents.......................................................11
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Exhibit 3.2
ARTICLE FIVE CAPITAL STOCK.......................................................................................11
Section 1. Shares with Certificates; Form and Content of Certificates.................................11
Section 2. Shares Without Certificates................................................................12
Section 3. Facsimile Signatures.......................................................................12
Section 4. Lost Certificates..........................................................................12
Section 5. Transfer of Shares.........................................................................13
Section 6. Registered Shareholders....................................................................13
Section 7. Redemption of Control Shares...............................................................13
ARTICLE SIX GENERAL PROVISIONS...................................................................................13
Section 1. Dividends..................................................................................13
Section 2. Reserves...................................................................................13
Section 3. Checks.....................................................................................14
Section 4. Fiscal Year................................................................................14
Section 5. Seal.......................................................................................14
Section 6. Gender.....................................................................................14
ARTICLE SEVEN AMENDMENT OF BYLAWS................................................................................14
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Exhibit 3.2
PEDIATRIX MEDICAL GROUP, INC.
BYLAWS
------
ARTICLE ONE
OFFICES
-------
Section 1. Registered Office. The registered office of PEDIATRIX MEDICAL
GROUP, INC., a Florida corporation (the "Corporation"), shall be at 1301 Concord
Terrace, in the City of Sunrise, County of Broward, State of Florida, unless
otherwise designated by the Board of Directors.
Section 2. Principal Office. The principal office of the Corporation shall
be at 1301 Concord Terrace, in the City of Sunrise, County of Broward, State of
Florida, unless otherwise designated by the Board of Directors.
Section 3. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
------------------------
Section 1. Place. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Time of Annual Meeting. Annual meetings of shareholders shall
be held on such date and at such time fixed, from time to time, by the Board of
Directors, provided that there shall be an annual meeting held every year at
which the shareholders shall elect a Board of Directors (or the appropriate
class of the Board of Directors if the Board of Directors is divided into two or
more classes) and transact such other business as may properly be brought before
the meeting.
Section 3. Call of Special Meetings. Special meetings of the shareholders
shall be held if called in accordance with the procedures set forth in the
Corporation's Articles of Incorporation (the "Articles of Incorporation") for
the call of a special meeting of shareholders.
Section 4. Conduct of Meetings. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law, the Articles of
Incorporation or in these Bylaws.
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Exhibit 3.2
Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating 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, shall be delivered not less than ten (10) nor more than sixty
(60) days before the day of the meeting, either personally or by first-class
mail, by or at the direction of the President, the Secretary, or the officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. If the notice is mailed at least thirty (30) days before the date
of the meeting, it may be done by a class of United States mail other than first
class. 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. If
a meeting is adjourned to another time and/or place, and if an announcement of
the adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the Board of Directors,
after adjournment, fixes a new record date for the adjourned meeting. Whenever
any notice is required to be given to any shareholder, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether signed
before, during or after the time of the meeting stated therein, and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records, shall be equivalent to the giving of such notice. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice. Attendance of a
person at a meeting shall constitute a waiver of (a) lack of or defective notice
of such meeting, unless the person objects at the beginning to the holding of
the meeting or the transacting of any business at the meeting, or (b) lack of
defective notice of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the person objects
to considering such matter when it is presented.
Section 6. Business and Nominations for Annual and Special Meetings.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.
Section 7. Quorum and Adjournments; Postponements.
(a) The holders of a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at shareholders
meetings, present in person or represented by proxy, shall be necessary to, and
shall constitute a quorum for, the transaction of business at all meetings of
the shareholders, except as otherwise provided by statute or by the Articles of
Incorporation; provided, that, in no event shall a quorum consist of less than
one-third (1/3) of the shares of each voting group entitled to vote. In the
event shareholder approval is a prerequisite to the listing of any additional or
new securities on the New York Stock Exchange, the minimum vote for such
approval shall be not less than the minimum vote required under applicable New
York Stock Exchange rules then in effect. The shareholders present or in person
or represented by proxy at a duly organized meeting may continue to do business
until final adjournment of such meeting whether on the same day or on a later
day, notwithstanding the withdrawal of enough shareholders to leave less than a
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Exhibit 3.2
quorum. If a meeting cannot be organized because a quorum has not attended, or
even if a quorum shall be present or represented at any meeting of the
shareholders, either the Chairman of the meeting or the shareholders of a
majority of the shares entitled to vote at such meeting present in person or
represented by proxy may adjourn the meeting from time to time. Notice of the
adjourned meeting need not be given if the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken. At any
adjourned meeting at which a quorum is present in person or represented by proxy
of any class of stock entitled to vote separately as a class, as the case may
be, any business may be transacted which might have been transacted at the
meeting as originally called.
(b) Any previously scheduled meeting of the shareholders may be postponed,
and any special meeting of the shareholders (unless the special meeting was
called upon demand of shareholders in accordance with the Corporation's Articles
of Incorporation) may be cancelled, by resolution of the Board of Directors upon
"public announcement" (as hereinafter defined) given prior to the date
previously scheduled for such meeting of shareholders. For purposes of these
Bylaws, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section 8. Voting Per Share. Except as otherwise provided in the Articles
of Incorporation or by law, each shareholder is entitled to one (1) vote for
each outstanding share held by him on each matter voted at a shareholders'
meeting.
Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name or the name of his
nominee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer thereof into his name. If shares stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, then
acts with respect to voting shall have the following effect: (a) if only one
votes, in person or by proxy, his act binds all; (b) if more than one vote, in
person or by proxy, the act of the majority so voting binds all; (c) if more
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Exhibit 3.2
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.
Section 10. Proxies. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation 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 executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation or such other officer or agent which is authorized to tabulate
votes, and shall be valid for up to 11 months, unless a longer period is
expressly provided in the appointment form. The death or incapacity of the
shareholder appointing a proxy does not affect the right of the Corporation to
accept the proxy's authority unless notice of the death or incapacity is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. An appointment
of a proxy is revocable by the shareholder unless the appointment is coupled
with an interest.
Section 11. Shareholder List. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) 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, 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. Any shareholder of the
Corporation or his agent or attorney is entitled on written demand to inspect
the shareholders' list (subject to the requirements of law), 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 of shareholders, and any shareholder or his agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
Section 12. Action Without Meeting.
(a) Unless otherwise provided in the Articles of Incorporation, and
subject to the requirements of law and these Bylaws (including the following
paragraphs of this Article 2, Section 12), any action required or permitted by
law or the Articles of Incorporation to be taken at any meeting of the
shareholders may be taken without a meeting, without prior notice and without a
vote, if a written consent, setting forth the action so taken, shall be signed
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 on such action
were present or represented by proxy and voted. Such written consent shall be
filed with the minutes of meetings of shareholders. Prompt notice of the taking
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Exhibit 3.2
of the corporate action without a meeting by less than unanimous written consent
shall be given in accordance with requirements of law to those shareholders who
have not so consented in writing.
(b) In order that the Corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any shareholder of record seeking to have the shareholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Florida, its principal place
of business or to any officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining shareholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.
(c) In the event of the delivery, in the manner provided by this Article
2, Section 12, to the Corporation of the requisite written consent or consents
to take corporate action and/or any related revocation or revocations, the
Corporation shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing a ministerial review of the
validity of the consents and revocations. For the purpose of permitting the
inspectors to perform such review, no action by written consent without a
meeting shall be effective until such date as the independent inspectors certify
to the Corporation that the consents delivered to the Corporation in accordance
with this Article 2, Section 12 represent at least the minimum number of votes
that would be necessary to take the corporate action. Nothing contained in this
paragraph shall in any way be construed to suggest or imply that the Board of
Directors or any shareholder shall not be entitled to contest the validity of
any consent or revocation thereof, whether before or after such certification by
the independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
(d) Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the date
the earliest dated written consent was received in accordance with this Article
2, Section 12, a written consent or consents signed by a sufficient number of
holders to take such action are delivered to the Corporation in the manner
prescribed in this Article 2, Section 12.
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Exhibit 3.2
Section 13. 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 proper purposes, the Board
of Directors 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 seventy
(70) 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 no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolutions 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.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section 13, such determination
shall apply to any adjournment thereof, except where the Board of Directors
fixes a new record date for the adjourned meeting or as required by law.
Section 14. Inspectors and Judges. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any
adjournment(s) thereof. If any inspector or inspectors, or judge or judges, are
not appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors or judges. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by the
Board of Directors in advance of the meeting, or at the meeting by the person
presiding thereat. The inspectors or judges, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.
Section 15. Voting for Directors. Unless otherwise provided in the Articles
of Incorporation, directors shall be 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.
ARTICLE THREE
DIRECTORS
---------
Section 1. Number; Election and Term; Removal. The number of directors of
the Corporation shall be fixed from time to time, within the limits specified by
the Articles of Incorporation, by resolution of the Board of Directors;
provided, however, that no director's term shall be shortened by reason of a
resolution reducing the number of directors. The directors (or the appropriate
class of the Board of Directors if the Board of Directors is divided into two or
more classes) shall be elected at the annual meeting of the shareholders, except
as provided in Section 2 of this Article, and each director elected shall hold
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Exhibit 3.2
office for the term for which he is elected and until his successor is elected
and qualified or until his earlier resignation, removal from office or death.
Directors must be natural persons who are 18 years of age or older but need not
be residents of the State of Florida, shareholders of the Corporation or
citizens of the United States. Shareholders shall have the right to remove
directors only as provided in the Articles of Incorporation.
Section 2. Vacancies. A director may resign at any time by giving written
notice to the Corporation, the Board of Directors or the Chairman of the Board.
Such resignation shall take effect when the notice is delivered unless the
notice specifies a later effective date, in which event the Board of Directors
may fill the pending vacancy before the effective date if they provide that the
successor does not take office until the effective date. Any vacancy occurring
in the Board of Directors and any directorship to be filled by reason of an
increase in the size of the Board of Directors shall be filled only by the
affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors. Shareholders shall not, and shall have no
power to, fill any vacancy on the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office,
or until the next election of one or more directors by shareholders if the
vacancy is caused by an increase in the number of directors.
Section 3. Powers. Except as provided in the Articles of Incorporation and
by law, all corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, its Board of Directors.
Section 4. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held either within or without the State of Florida.
Section 5. Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held, without call or notice, immediately following each
annual meeting of shareholders.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.
Section 7. Special Meetings and Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
Written notice of special meetings of the Board of Directors shall be given to
each director at least forty-eight (48) hours before the meeting. Except as
required by statute, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting. Notices to directors shall be
in writing and delivered personally or mailed to the directors at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be received. Notice to
directors may also be given by telegram, teletype or other form of electronic
communication. Notice of a meeting of the Board of Directors need not be given
to any director who signs a written waiver of notice before, during or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting and a waiver of any and all objections to the place of
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Exhibit 3.2
the meeting, the time of the meeting and 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.
Section 8. Quorum; Required Vote; Presumption of Assent.
(a) Unless otherwise provided by or pursuant to the Articles of
Incorporation or these Bylaws, at all meetings of the Board of Directors, a
majority of the total prescribed number of Directors fixed pursuant to Article
3, Section 1 of these Bylaws shall constitute a quorum for the transaction of
business; provided, however, that whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled except that in no event may a quorum
consist of fewer than one-third of the number of directors so fixed. If a quorum
is not present at any meeting of the Board of Directors, the Directors present
may adjourn the meeting, from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
(b) The Board of Directors of the Corporation shall have the power and
authority to prescribe, permit or require special quorum and/or vote
requirements for directors (including of the full Board of Directors or of any
designated sub-group or committee of the Board of Directors), in connection with
any action, determination, authorization and/or approval that the Board of
Directors shall deem appropriate and shall designate for such special quorum
and/or vote requirements, subject to the requirements of Section 607.0824 of the
Florida Business Corporation Act. This power and authority shall include,
without limitation, the power and authority to prescribe, permit or require
special quorum and/or vote requirements for directors (including, without
limitation, special quorum or vote requirements for the full Board of Directors
or for any designated sub-group or committee of the Board of Directors), in
connection with any action, determination, authorization and/or approval in
connection with any share purchase rights, or any agreement embodying or
evidencing such share purchase rights, to be authorized and issued by the
Corporation. Notwithstanding the foregoing, unless otherwise provided in the
Articles of Incorporation (consistent with applicable law), the Board of
Directors shall not (i) with respect to any action which by law requires action,
authorization or approval of the Board of Directors, fix a quorum of the Board
of Directors at less than a majority of the number of directors constituting the
Board of Directors as prescribed by the Articles of Incorporation or these
Bylaws, or (ii) delegate to any committee or subgroup of the Board of Directors
any authorization or approval which, under and in accordance with Florida law,
may only be taken by the fully constituted Board of Directors.
Section 9. Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the Board of Directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this section is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.
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Exhibit 3.2
Section 10. Conference Telephone or Similar Communications Equipment
Meetings. Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
the meeting is not lawfully called or convened.
Section 11. Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the business and affairs of the Corporation except where the action
of the full Board of Directors is required by statute. Each committee must have
two or more members who serve at the pleasure of the Board of Directors. The
Board of Directors, by resolution adopted in accordance with this Article Three,
may designate one or more directors as alternate members of any committee, who
may act in the place and stead of any absent member or members at any meeting of
such committee. Vacancies in the membership of a committee shall be filled by
the Board of Directors at a regular or special meeting of the Board of
Directors. Each committee shall keep minutes and other appropriate records of
its proceedings and report the same to the Board of Directors when required. The
designation of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings. Directors may receive such other
compensation as may be approved by the Board of Directors.
Section 13. Chairman of the Board. The Board of Directors may, in its
discretion, choose a Chairman of the Board who shall preside at meetings of the
shareholders and of the directors. The Chairman of the Board shall have such
other powers and shall perform such other duties as shall be designated by the
Board of Directors. The Chairman of the Board shall be a member of the Board of
Directors but no other officers of the Corporation need be a director. The
Chairman of the Board shall serve until his successor is chosen and qualified,
but he may be removed at any time by the affirmative vote of a majority of the
Board of Directors.
ARTICLE FOUR
OFFICERS
--------
Section 1. Positions. The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary and a Treasurer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board. Any
two or more offices may be held by the same person.
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Exhibit 3.2
Section 2. Election of Specified Officers by Board. The Board of Directors
at its first meeting after each annual meeting of shareholders shall elect a
President, one or more Vice Presidents, a Secretary and a Treasurer.
Section 3. Election or Appointment of Other Officers. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the President of the Corporation. The Board of Directors shall be
advised of appointments by the President at or before the next scheduled Board
of Directors meeting.
Section 4. Salaries. The salaries of all officers of the Corporation to be
elected by the Board of Directors pursuant to Article Four, Section 2 hereof
shall be fixed from time to time by the Board of Directors or pursuant to its
discretion. The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his direction.
Section 5. Term; Resignation. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer or agent
elected or appointed by the Board of Directors or the President of the
Corporation may be removed, with or without cause, by the Board of Directors.
Any officers or agents appointed by the President of the Corporation pursuant to
Section 3 of this Article Four may also be removed from such officer positions
by the President, with or without cause. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors, or, in the case of an officer appointed by the President
of the Corporation, by the President or the Board of Directors. Any officer of
the Corporation may resign from his respective office or position by delivering
notice to the Corporation. Such resignation is effective when delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until the effective date.
Section 6. President/Chief Executive Officer. The Chief Executive Officer
may be the President of the Corporation, shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In the absence of
the Chairman of the Board or in the event the Board of Directors shall not have
designated a Chairman of the Board, the Chief Executive Officer shall preside at
meetings of the shareholders and the Board of Directors. In the event the Chief
Executive Officer is not the President of the Corporation, and is unable to
perform the duties of Chairman or Chief Executive Officer, then the President
shall perform such duties and have such other powers as the Board of Directors
shall prescribe or as the Chief Executive Officer may from time to time
delegate.
Section 7. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.
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Exhibit 3.2
Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and record all the proceedings
of the meetings of the shareholders and of the Board of Directors in a book to
be kept for that purpose and 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 Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it.
Section 9. Treasurer. The Treasurer shall have the custody of 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 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 unless otherwise specified by
the Board of Directors, the Treasurer shall be the Corporation's Chief Financial
Officer.
Section 10. Other Officers; Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing him
and such officer or officers who may from time to time be designated by the
Board of Directors to exercise such supervisory authority.
ARTICLE FIVE
CAPITAL STOCK
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Section 1. Shares with Certificates; Form and Content of Certificates.
(a) Certificates representing shares of the Corporation shall be in such
form, consistent with law, as shall be determined by the Board of Directors.
Each certificate representing shares of the Corporation shall also comply with
the requirements of the New York Stock Exchange or any other exchange or stock
market on which the shares represented by such certificate are listed or quoted.
(b) Each share represented by a certificate must state on its face: (i)
the name of the Corporation and that the Corporation is a Florida corporation,
(ii) the name of the person to whom issued, and (iii) the number and class of
shares and the designation of the series, if any, the certificate represents.
(c) If the shares being issued are of different classes of shares or
different series within a class, the designations, relative rights, preferences,
and limitations applicable to each class of shares and the variations in rights,
preferences, and limitations determined for each series within a class (and the
authority of the Board of Directors to determine variations for future series)
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Exhibit 3.2
shall be summarized on the front or back of each certificate. Alternatively,
each certificate may state conspicuously on its front or back that the
Corporation will furnish the shareholder a full statement of this information on
request and without charge. Every certificate representing shares that are
restricted as to the sale, disposition, or transfer of such shares shall also
indicate that such shares are restricted as to transfer and there shall be set
forth or fairly summarized upon the certificate, or the certificate shall
indicate that the Corporation will furnish to any shareholder upon request and
without charge, a full statement of such restrictions. If the Corporation issues
any shares that are not registered under the Securities Act of 1933, as amended,
or registered or qualified under applicable state securities laws, the transfer
of any such shares shall be restricted substantially in accordance with the
following legend:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
(SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION)
THAT REGISTRATION IS NOT REQUIRED."
Section 2. Shares Without Certificates.
(a) The Board of Directors may authorize the issuance of some or all of
the shares of any or all of its classes or series without certificates. Such
authorization shall not affect shares already represented by certificates until
they are surrendered to the Corporation.
(b) Within a reasonable time after the issue or transfer of shares without
certificates, the Corporation shall send the shareholder a written statement of
the information required pursuant to Sections 1(b) and (c) of this Article Five.
Section 3. Facsimile Signatures. The signatures of the Chairman of the
Board, the President or a Vice President and the Secretary or Assistant
Secretary upon a certificate may be facsimiles, if the certificate is manually
signed by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such 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 the issuance.
Section 4. Lost Certificates. The Board of Directors may issue a new
certificate or certificates of stock in place of any previously issued
certificates alleged to have been lost or destroyed, or it may issue
uncertificated shares to replace surrendered shares previously represented by
certificates 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 or
certificates or uncertificated shares, 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 certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
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Exhibit 3.2
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 5. Transfer of Shares.
(a) In the case of certificated shares, 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 or uncertificated shares to the person entitled thereto, cancel the
old certificate and record the transaction upon its books.
(b) In the case of uncertificated shares, upon the receipt by the
Corporation or the transfer agent of the Corporation of proper transfer
instructions from the registered owner or duly authorized agent, transferee or
legal representative thereof, such uncertificated shares shall be cancelled,
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the Corporation.
Section 6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or 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 the State of
Florida.
Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.
ARTICLE SIX
GENERAL PROVISIONS
------------------
Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Articles of Incorporation.
Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
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Exhibit 3.2
Section 3. Checks. All checks 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.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st of each year, unless otherwise fixed by resolution of the Board of
Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name
and state of incorporation of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.
Section 6. Gender. All words used in these Bylaws in the masculine gender
shall extend to and shall include the feminine and neuter genders.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
-------------------
Unless otherwise provided by law, these Bylaws may be altered, amended or
repealed in whole or in part, or new Bylaws may be adopted, by action of the
Board of Directors.
November 1, 2007
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