EXHIBIT 3.2
Amended and Restated
Effective April 23, 2003
BY-LAWS
OF
WINN-DIXIE STORES, INC.
* * * * * * * *
ARTICLE I.
Offices
Section 1. Registered Office and Principal Office: The registered office
and principal office of the Corporation shall be located at 5050 Edgewood Court,
in the City of Jacksonville, County of Duval, and State of Florida, or at such
place or places as the Board of Directors may from time to time designate or the
business of the Corporation may require.
Section 2. Registered Agent: The registered agent of the Corporation shall
be located at the registered office of the Corporation in the State of Florida
and shall be designated by resolution of the Board of Directors.
Section 3. Other Offices: The Corporation may have other offices, either
within or outside of the State of Florida, at such place or places as the Board
of Directors may from time to time designate or the business of the Corporation
may require.
ARTICLE II.
Seal
Section 1. The corporate seal shall be circular in form and shall have
inscribed thereon the name of the Corporation, the year of its incorporation
(1928) and the words "Corporate Seal, Florida."
Section 2. The Secretary shall be the custodian of the Seal and shall affix
the same to all writings and documents requiring the Seal of the Company as
authorized by the Board of Directors.
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ARTICLE III.
Meetings of Stockholders
Section 1. Place: All meetings of the stockholders shall be held at the
principal office of the Corporation in the City of Jacksonville, County of Duval
and State of Florida, or at such other place, within or without the State of
Florida, as may be designated by the Board of Directors and stated in the notice
of meeting.
Section 2. Annual Meeting: The annual meeting of stockholders shall be held
at 9:00 a.m. on the second Wednesday in October each year, or at such other time
and on such other date as the Board of Directors may determine, for the election
of Directors and for the transaction of such other business as may be brought
before the meeting.
Any general business pertaining to the affairs of the Corporation may be
transacted at the Annual Meeting without special notice.
The directors elected at the annual meeting shall be elected by plurality
vote of the stockholders entitled to vote and present or duly represented at
such meeting.
Section 3. Special Meetings: Special meetings of the stockholders may be
called at any time by the Chairman of the Board, or by the Board of Directors.
The Corporation shall hold a special meeting of stockholders if the holders of
not less than thirty percent (30%) of all votes entitled to vote on any issue
proposed to be considered at the proposed special meeting shall sign, date and
deliver to the Corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. Only
business within the purpose or purposes described in the special meeting notice
may be conducted at a special stockholders' meeting.
Section 4. Notice: The Secretary shall notify stockholders of the date,
time and place of the Annual Meeting no fewer than ten (10) or more than sixty
(60) days before the meeting date, and shall send each holder of record of stock
entitled to vote at such meeting, at the stockholder's address as it appears in
the Corporation's current record of stockholders, a notice of such annual
meeting, by mail postage prepaid, or, if authorized by the stockholder, by
electronic means, stating the time and place of such meeting. A similar notice
shall be given by the Secretary of all special meetings, and in addition to the
requirements for notice of annual meeting, the notice for special meetings shall
include a description of the purpose or purposes for which the meeting is
called; PROVIDED, HOWEVER, that any action taken at an annual or special meeting
of stockholders may be taken without a meeting, without prior notice, and
without a vote, if (i) the action is taken by the holders of outstanding stock
entitled to vote thereon having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting, (ii) the
approving stockholders shall sign a written consent authorizing such action and
deliver such consent to the Corporation as provided in Section 607.0704, Florida
Business
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Corporation Act, and (iii) within ten (10) days after such authorization by
written consent is obtained, notice shall be given those stockholders who have
not consented in writing pursuant to provisions of Section 607.0704(3) of the
Florida Business Corporation Act.
Section 5. Waiver of Notice: A stockholder may waive notice of any meeting
before or after the date and time stated in the notice. The waiver must be in
writing, signed by the stockholder and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A stockholder's
attendance, in person or by proxy, at a meeting (i) waives objection to lack of
notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, or (ii) 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 stockholder objects to considering the matter when it
is presented.
Section 6. Quorum: The holders of a majority of the issued and outstanding
shares of Capital Stock of the Company entitled to vote at the meeting,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at all meetings of the stockholders except as may be otherwise
provided by law or the Articles of Incorporation. The holders of a majority of
shares represented, and who would be entitled to vote at a meeting if a quorum
were present, where a quorum is not present, may adjourn such meeting from time
to time.
Once a share is represented for any purpose at the 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 set for the adjourned
meeting.
Section 7. Proxies: Any stockholder entitled to vote at any meeting of the
stockholders may be represented and vote at such meeting by proxy by (i) signing
a written appointment form or having such appointment form signed by the
stockholder's authorized officer, director, employee, or agent by any reasonable
means including, but not limited to, facsimile signature, or (ii) transmitting
or authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the proxy or to a proxy
solicitation firm, proxy support service organization, registrar or agent
authorized by the person who will be designated as the proxy to receive such
transmission. Any telegram, cablegram or other means of electronic transmission
must set forth or be submitted with information from which can be determined
that the transmission was authorized by the stockholder. An appointment by proxy
is valid for eleven months from the date of receipt by the Secretary or the
officer or agent authorized to tabulate votes, unless a longer period is
expressly provided in the appointment authorization.
Section 8. Voting of Shares: Unless otherwise provided in the Articles of
Incorporation or these By-Laws, each outstanding share entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. If a quorum exists, action on a matter is approved if the votes
cast by the stockholders entitled to vote favoring the action exceeds the votes
cast opposing the action, unless a greater vote is
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required by Law, the Articles of Incorporation or these By-Laws. If prior to the
voting for the election of directors, demand shall be made by or on behalf of
any shares entitled to vote at such meeting, the election of directors shall be
by ballot.
Section 9. Voting Lists: The Secretary shall prepare, at least ten (10)
days before each meeting of stockholders, an alphabetical list of the
stockholders entitled to notice of the meeting, which shall show the address of
and the number of shares held by each stockholder. Any stockholder, his attorney
or agent, on written demand as provided by statute may inspect the list during
regular business hours at his expense during the period it is available for
inspection. The list shall be open for examination of any stockholder, or his
attorney or agent, at the place where the meeting is to be held for ten (10)
days prior to such meeting and shall be kept available for inspection by any
stockholder at any time during the meeting.
ARTICLE IV.
Directors
Section 1. Powers: 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, the Board of Directors.
Section 2. The Chairman of the Board of Directors: The Chairman shall be
selected annually by the Board of Directors at the first meeting of the Board
after each Annual Meeting. The Chairman of the Board of Directors, if present,
shall preside at all meetings of the Board of Directors, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman shall perform such other duties as may be prescribed by the Board of
Directors.
Section 3. Classification of Board and Number of Directors: The Board of
Directors shall consist of a minimum of three (3) and a maximum of fifteen (15)
members who shall be divided into three classes of approximate equal size and
tenure. At each annual meeting of stockholders, one class of directors shall be
elected for three-year terms and until their successors shall be duly elected
and shall qualify. The number of directors shall be fixed by the Board of
Directors.
Section 4. Term of Office: Any Director may be elected to serve for one or
more years (not exceeding three years) and until his successor is chosen and
qualified.
Section 5. Vacancies: Any vacancies in the Board of Directors shall be
filled in accordance with the provisions of Article NINTH of the Articles of
Incorporation. An increase in the number of Directors shall create vacancies for
the purpose of this section.
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Section 6. Removal: The Board of Directors or any individual director may
be removed from office only in accordance with the provisions of Article NINTH
of the Articles of Incorporation.
Section 7. Meetings: The Board of Directors shall meet immediately after
the Annual Meeting of Stockholders at the same place as the Annual Meeting of
Stockholders.
Regular meetings of the Board of Directors may be held without notice of
the date, time, place or purpose of the meeting.
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 Chairman of the Board
or Secretary upon the written request of not less than three (3) Directors.
Notice of special meetings may be communicated in person or by mail to each
Director at least three (3) days in advance, or by telephone, telegraph,
teletype or other form of electronic communication to each Director at least
twenty-four (24) hours in advance of the meeting. Such notice shall specify the
time and place of meeting.
Any or all Directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting.
Section 8. Place of Meetings: Until otherwise prescribed, the regular
meetings of the Board of Directors shall be held in the City of Jacksonville,
Florida, at the office of the Company or at such other place as may be agreed
upon by the Board. The Board of Directors may hold Special Meetings and may have
one or more offices and may keep the books of the Corporation (except such books
as are required by Law to be kept within the State of Florida) either within or
outside of the State of Florida, at such place or places as it may from time to
time determine.
Section 9. Quorum: Unless the Articles of Incorporation or these By-Laws
provide otherwise, a majority of the number of Directors fixed by the By-Laws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.
Section 10. Action Without a Meeting: Any action required or permitted to
be taken at a meeting of the Board of Directors, or by any committee of the
directors, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or by all members
of the committee, as the case may be. Any such consent shall be effective as of
the date of the last signature, or at such other time as the consent shall
specify, and shall have the same effect as a meeting vote and may be described
as such in any document.
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ARTICLE V.
Officers
Section 1. Election: The officers of the Corporation shall be a President,
a Secretary, a Treasurer and a Controller. The Corporation may also have, at the
discretion of the Board of Directors, one or more Executive Vice Presidents, one
or more Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers as may from time to
time be elected by the Board of Directors. None of these officers, except the
President, need be a Director. The officers shall be elected by the Board of
Directors at the first meeting of the Board after each Annual Meeting.
Section 2. Hold Two Offices: Any officer may hold more than one office,
except that the President shall not be the Secretary or an Assistant Secretary
of the Corporation; but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument be required by law or
these By-Laws to be executed, acknowledged or verified by any two or more
officers.
Section 3. Term of Office: The officers shall hold office for one year and
until their successors are chosen and qualify. Any vacancy occurring among the
officers shall be filled by the Board of Directors, but the person so elected to
fill the vacancy shall hold office only until the first meeting of the Board of
Directors after the next Annual Meeting of stockholders and until his successor
is chosen and qualifies.
Section 4. Agents: The Board of Directors may appoint such agents as it may
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.
Section 5. Removal: Any officer chosen by the Board of Directors may be
removed with or without cause at any time by the affirmative vote of a majority
of the Board of Directors.
Section 6. Voting Shares in Other Corporations: The Corporation may vote
any and all shares held by it in any other corporation by such officer, agent or
proxy as the Board of Directors may appoint, or, in default of any such
appointment, by the Chairman of the Board or the President.
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ARTICLE VI.
The President
The President shall be the Chief Executive Officer of the Corporation, and
shall have general supervision, direction and control of the business and
affairs of the Corporation. The President shall sign or countersign all bonds,
mortgages, certificates, contracts or other instruments on behalf of the
Corporation as authorized by the Board of Directors, and shall perform any and
all other duties as are incident to the Office of the President or as may be
required by the Board of Directors. The President shall have general supervision
and direction of all the other officers, employees and agents of the
Corporation. The President shall preside at all meetings of the stockholders and
shall, annually, make a full report to the stockholders, at the annual meeting
of stockholders, of the condition of the Corporation, its resources,
liabilities, loans, profits and general financial condition, which report shall
be for the fiscal year ending on the last Wednesday in the month of June of each
year before such annual meeting. The President shall, if present, preside at all
meetings of the Board of Directors at which the Chairman of the Board of
Directors shall not be present.
ARTICLE VII.
Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents
Section 1. Executive Vice Presidents, if any such officers shall have been
elected, shall, in the absence or disability of the President, in the order
designated by the President, or failing such designation, by the Board of
Directors, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors shall prescribe.
Section 2. Senior Vice Presidents, if any such officers shall have been
elected, shall, in the absence of the President and Executive Vice Presidents,
if any, in the order designated by the President, or failing such designation,
by the Board of Directors, perform the duties and exercise the powers of the
President. Senior Vice Presidents and other Vice Presidents shall have such
powers and perform such duties as may be assigned to them from time to time by
the Board of Directors or the President.
ARTICLE VIII.
The Treasurer
Section 1. Custody of Funds: The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and
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other valuables in the name and to the credit of the Corporation in such
depositaries as may be designated by the Board of Directors.
Section 2. Disbursements: The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements. He shall render to the President and Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.
Section 3. Bond: The Treasurer shall give the Corporation a bond if
required by the Board of Directors, in a sum and with one or more sureties
satisfactory to the Board of Directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation in case of his
death, resignation, retirement or removal from office of all books, papers,
vouchers, securities, moneys and other property of whatever kind in his
possession or under his control belonging to the Corporation.
Article IX.
The Controller
Section 1. Chief Accounting Officer: The Controller shall be the Chief
Accounting Officer of the Corporation.
Section 2. Accounting Supervision: The Controller shall have general
supervision of and responsibility for all accounting matters affecting the
Corporation and shall perform such other duties as may be prescribed by the
Board of Directors or by the President.
ARTICLE X.
The Secretary
The Secretary shall attend all meetings of the Board of Directors and all
meetings of the stockholders and shall record all votes and the minutes of all
proceedings 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 stockholders and of the Board of Directors, and he
shall perform such other duties as may be prescribed by the Board of Directors,
Chairman of the Board or the President.
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ARTICLE XI.
Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers and Assistant Secretaries shall perform such
duties as may be prescribed hereunder, or by the Board of Directors, or by the
President.
In the absence or disability of the Treasurer, his duties may be performed
by any Assistant Treasurer.
In the absence or disability of the Secretary, his duties may be performed
by any Assistant Secretary.
ARTICLE XII.
Duties of Officers may be Delegated
In case of the absence or disability of any officer of the Corporation, or
for any other reason that the Board of Directors may deem sufficient, the Board
of Directors, by majority vote, may delegate for the time being the powers or
duties or any of them of such officer to any other officer or to any Director or
to any other person.
ARTICLE XIII.
Indemnification
Section 1. The Corporation shall indemnify to the fullest extent permitted
by Law any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Corporation) by reason of the fact that he is or was
a director, officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Corporation shall indemnify to the fullest extent permitted
by Law any person, who was or is a party to any proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer,
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employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 3. To the extent that a director, officer, employee, or agent of
the Corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in Section 1 or Section 2, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
Section 4. Any indemnification under Section 1 or Section 2, unless
pursuant to a determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section 1 or Section 2.
Such determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) If such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
(c) By independent legal counsel:
(i) Selected by the Board of Directors prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or
(ii) If a quorum of the directors cannot be obtained for paragraph (a)
and the committee cannot be designated under paragraph (b), selected by majority
vote of the full Board of Directors (in which directors who are parties may
participate); or
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(d) By the stockholders by a majority vote of a quorum consisting of
stockholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of stockholders who were not parties to such
proceeding.
Section 5. Evaluation of the reasonableness of expenses and authorization
of indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by Section 4(c) shall
evaluate the reasonableness of expenses and may authorize indemnification.
Section 6. Expenses incurred by an officer or director in defending a civil
or criminal proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is ultimately found not to
be entitled to indemnification by the Corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the Board of Directors deems appropriate.
Section 7. The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and the Corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;
(b) A transaction from which the director, officer, employee, or agent
derived an improper personal benefit;
(c) In the case of a director, a circumstance under which the liability
provisions of Section 607.0834, Florida Statutes, are applicable; or
(d) Willful misconduct or a conscious disregard for the best interests of
the Corporation in a proceeding by or in the right of the Corporation to procure
a judgment in its favor or in a proceeding by or in the right of a stockholder.
Section 8. Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the
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benefit of the heirs, executors, and administrators of such a person, unless
otherwise provided when authorized or ratified.
Section 9. For purposes of this Article, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent)) absorbed in a consolidation or merger, so
that any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
Section 10. For purposes of this Article:
(a) The term "other enterprises" includes employee benefit plans;
(b) The term "expenses" includes counsel fees, including those for appeal;
(c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding;
(d) The term "proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the corporation" includes any
service as a director, officer, employee, or agent of the Corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the Corporation"
describes the actions of a person who acts in good faith and in a manner he
reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.
Section 11. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.
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Section 12. The foregoing indemnifications shall not be deemed exclusive of
any other rights to which any director, officer, employee or agent may be
entitled under any by-law, agreement, vote of stockholders or as a matter of law
or otherwise.
ARTICLE XIV.
Certificates of Stock
The Certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall exhibit
the holder's name and certify the number of shares owned by the holder and shall
be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary or an Assistant Treasurer of the Corporation and sealed with
the Seal of the Corporation.
ARTICLE XV.
Transfers of Stock
The shares of stock shall be transferable on the books of the Corporation
by the person named in the Certificate or by attorney, lawfully constituted in
writing, upon surrender of the certificate thereof.
The Board of Directors shall have power and authority to make all such
rules and regulations as it shall deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the Corporation or scrip
certificates for such stock.
The Board of Directors may appoint and remove transfer agents and
registrars of transfers, and may require all stock certificates and/or scrip
certificates to bear the signature of any such transfer agent and/or of any such
registrar of the transfers.
ARTICLE XVI.
Record Date
The Board of Directors may fix a future date as the record date for
determining the stockholders entitled to notice of a stockholders' meeting, to
demand a special meeting, to vote or to take any other action. Such record date
may not be more than seventy (70) days before the meeting or action requiring a
determination of stockholders. A determination of stockholders entitled to
notice of or to vote at a stockholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date for the
adjourned meeting, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
If no record date is fixed by the Board of directors for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
the close of
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business on the day before the first notice of the meeting is delivered to
stockholders shall be the record date for such determination of stockholders.
The Board of Directors may fix a date as the record date for determining
stockholders entitled to a distribution or share dividend. If no record date is
fixed by the Board of Directors for such determination, it is the date the Board
of Directors authorizes the distribution or share dividend.
ARTICLE XVII.
Registered Stockholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, 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 expressly provided by the Laws of
Florida.
ARTICLE XVIII.
Lost Certificates
Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and verify the same in such manner
as the Board of Directors may require, and shall if the Board of Directors so
requires, give the Corporation, its transfer agents, registrars and/or other
agents a bond of indemnity in form and with one or more sureties satisfactory to
the Board of Directors before a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to have been lost or
destroyed.
ARTICLE XIX.
Inspection of Books
The Board of Directors shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation, or any of them, shall be open to the inspection of the
stockholders. No stockholder shall have any right to inspect any book or
document of the Corporation except as such right may be conferred by the laws of
the State of Florida or as may be authorized by the Board of Directors or the
stockholders.
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ARTICLE XX.
Checks, Etc.
All checks, drafts, acceptances, notes and other orders, demands or
instruments in respect of the payment of money shall be signed or endorsed in
behalf of the Corporation by such officer or officers or by such agent or agents
as the Board of Directors may from time to time designate.
ARTICLE XXI.
Fiscal Year
The fiscal year of the Corporation shall end on the last Wednesday in the
month of June of each year.
ARTICLE XXII.
Dividends
Dividends upon the capital stock of the Corporation may be declared at the
discretion of the Board of Directors, at any regular or special meeting, subject
to the provisions of the Articles of Incorporation and the Laws of the State of
Florida.
ARTICLE XXIII.
Notices
Section 1. How Given: Notice required to be given by the Articles of
Incorporation or these By-Laws is effective when mailed postage prepaid, or, if
authorized by the stockholder, officer or director, when transmitted by
electronic means, and correctly addressed to the mailing or electronic address
of the stockholder, officer or director, as the case may be, at such address as
appears on the current records of the Corporation.
Section 2. Waiver of Notice: 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. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except when the Director states at the
beginning of the meeting or promptly upon arrival, any objection to the
transaction of business because the meeting is not lawfully called or convened.
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ARTICLE XXIV.
Amendments
Unless otherwise provided in the Articles of Incorporation, these By-Laws
may be altered, amended or repealed by the affirmative vote of a majority of the
holders of Stock issued and outstanding and entitled to vote at any regular or
special meeting of the stockholders, or by the affirmative vote of a majority of
the Board of Directors at any regular or special meeting, if notice of the
proposed alteration, amendment or repeal be contained in the notice of the
meeting.
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