Exhibit 3.10
BYLAWS
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OF
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QUALITY BUSINESS, INC.
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ARTICLE I. MEETING
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Section 1. Annual Meeting. The annual meeting of the Shareholders of this
Corporation shall be held in January of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than a majority of all the shares entitled
to vote at the meeting. A meeting requested by Shareholders shall be called for
a date not less than ten (10) nor more than sixty (60) days after request is
made, unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, the President, a majority
of Shareholders, the Board of Directors, or such other person as designated by
any of the same.
Section 3. Place. Meetings of Shareholders shall be held at the principal
place of business of the Corporation, the law office representing the
Corporation or at such other place as may be designated by the Board of
Directors.
Section 4. Notice. Written 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) days nor more
than sixty (60) days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting, to each Shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, prepaid and addressed
to the Shareholder at his address as it appears on the stock transfer books of
the Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been transacted on the
original date of the meeting. However, if after the adjournment the Board of
Directors fixes a new record date for the adjournment meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each Shareholder
of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of Shareholders.
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the Shareholders, unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person or by proxy
executed in writing by the Shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid eleven (11) months from the date hereof unless otherwise
provided in the proxy.
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Section 9. Action by Shareholders Without a Meeting. Any action required
by law, these Bylaws, or the Articles of Incorporation of the Corporation, to be
taken at any annual or special meeting of Shareholders, or any action which may
be taken at any annual or special meeting of Shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, as is provided by law.
ARTICLE II. DIRECTORS
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Section 1. Function. The Board of Directors shall exercise its power and
authority to manage the business and affairs of the Corporation.
Section 2. Qualification. Directors need not be residents of this state
and Shareholders of this Corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of Directors.
Section 4. Presumption of Asset. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 5. Number. This Corporation shall have two (2) Directors.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the First Annual Meeting of
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Shareholders, and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.
At the First Annual Meeting of Shareholders and at each annual meeting
thereafter, the Shareholders shall elect Directors to hold office until the next
succeeding annual meeting. Each Director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors through less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the Shareholders.
Section 8. Removal of Directors. At a meeting of Shareholders called
expressly for that purpose, any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of Directors.
Section 9. Quorum and Voting. A majority of the number of Directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of voting by the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members and executive committee and one or more other committees
each of which, to the extent provided in
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such resolution shall have and may exercise all the authority of the Board of
Directors, except as is provided, by law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at 11201 Danka Circle North, St. Petersburg, Florida
33716.
Section 12. Time, Notice and Call of Special Meetings. Written notice of
the time and place of special meetings of the Board of Directors shall be given
to each Director by either personal delivery, telegram or cablegram at least
three (3) days before the meeting or by notice mailed to the Director at least
three (3) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
Director who signs a Waiver of Notice either before or after a meeting.
Attendance of a Director at a meeting shall constitute a Waiver of Notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting, any objections
to the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted, 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.
A majority of the Directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation, or by any two Directors.
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Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or participating in the meeting can
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may 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 so to be taken, signed by all
the Directors, or all the members of the committee, as the case similar
communications equipment by means of which all persons may be, is filed in the
Minutes of the proceedings of the Board or of the committee. Such consent shall
have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
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Section 1. Officers. The Officers of the Corporation shall consist of a
President, Vice President, Secretary, and a Treasurer, each of whom shall be
elected by the Board Directors. Such other Officers and assistant Officers and
Agents as may be deemed necessary may be elected or appointed by the Board of
Directors from time to time. Any two or more offices may be held by the same
person.
Section 2. Duties. The Officers of this Corporation shall have the
following duties: The President shall be the chief executive officer of the
Corporation, shall have the general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
The Vice Presidents, in the order designated by the Board of Directors, or
lacking such a designation by the President, shall, in the absence of the
President, perform the duties and
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exercise the powers of the President and shall perform such other duties as may
be prescribed by the Board of Directors or the President.
The Secretary shall have custody of and maintain all of the corporate
records except the financial records and shall, as requested, record the minutes
of all meetings of the Shareholders and Board of Directors, send all notices of
all meetings and perform such other duties as may be prescribed by the Board of
Directors or the President.
The Treasurer shall have the custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of Shareholders, and whenever
else required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. An officer or agent elected or appointed
by the Board of Directors may be removed by the Board whenever, in its judgment,
the best interests of the Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
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Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a Certificate all shares to which he is entitled. No
Certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary or representing an Assistant
Secretary and may be sealed with the Seal of this Corporation or a facsimile
thereof.
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Section 3. Transfer of Stock. The Corporation shall register a Stock
Certificate presented to it for transfer if the Certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholders
shall claim to have lost or destroyed a Certificate of shares issued, upon the
making of an affidavit of the fact by the person claiming the Certificate of
stock to be lost, stolen or destroyed, and, at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity in such amount and with
such sureties, if any, as the Board may reasonably require, the Board of
Directors may direct a new Certificate or Certificates to be issued in place of
any Certificate or Certificates theretofore issued by the Corporation.
ARTICLE V. BOOKS AND RECORDS
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Section 1. Books and Records. This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its Shareholders, Board of Directors and committees of Directors.
This Corporation shall keep at its registered office or principal place of
business, a record of its Shareholders, giving the names and addresses of all
Shareholders and the number of shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares, or of voting trust certificates therefor, at least
six (6) months immediately preceding his demand, or the holder of records of
voting trust certificates for at least five percent (5%) of the outstanding
shares of the Corporation, upon written demand stating the purpose
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thereof, shall have the right to examine, in person or by agent or attorney, at
any reasonable time or times, for any proper purpose, its relevant books and
records of accounts, minutes and records of shareholders and to make extracts
therefrom.
Section 3. Financial Information. Not later than four (4) months after the
close of each fiscal year, this Corporation shall prepare a balance sheet
showing in a reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a Profit and Loss Statement showing the
results of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
Shareholder, or holder of voting trust certificates, a copy of the most recent
Balance Sheet and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept in the
registered office of the corporation in this state for at least five (5) years,
and shall be subject to inspection during business hours by any Shareholder or
holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
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The Board of Directors of this Corporation may, from time to time, declare,
and the Corporation may pay, dividends on its shares in cash, property or its
own shares, except when the Corporation is insolvent or when the payment thereof
would render the Corporation insolvent, subject to the provisions of Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
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The Board of Directors shall provide a corporate seal which shall be in
circular form.
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ARTICLE VIII. AMENDMENT
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These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by a majority of the members of the Board of Directors making such
resolution; and, thereafter, submitting the said altered, amended, repealed and
new Bylaws to a specially called Shareholders meeting, at which meeting a
majority of the Shareholders entitled to vote, represented in person or by
proxy, shall have approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders of
QUALITY BUSINESS, Inc. at its principal Shareholders meeting held on November 1,
1989.
By: /s/ Debra A. Taylor
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Debra A. Taylor, Secretary
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AMENDMENT TO
BYLAWS
OF
QUALITY BUSINESS, INC.
The following amendment to Article II, Section 5 of the Bylaws of Quality
Business, Inc., a Florida Corporation (the "Corporation"), effective June 24,
2003, was approved by the Board of Directors of the Corporation on June 24, 2003
and shall replace Article II, Section 5 in its entirety as follows:
Section 5. Number. The Corporation shall have a minimum of two Directors.
The number of Directors may be increased or diminished from time to time by
action of the Board of Directors or Shareholders, but no decrease shall have the
effect of shortening the term of any incumbent Director, unless the Shareholders
remove the Director.
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