Exhibit 3.12
BYLAWS
of
CORPORATE CONSULTING GROUP, INC.
The undersigned incorporator, for the purpose of forming a "S" corporation under
the Florida Business Corporation Act, does hereby adopt the following BYLAWS for
the Corporation.
ARTICLE I - Name and Offices
1. Name. The name of the Corporation shall be: Corporate Consulting Group, Inc.
(C.C.G., Inc.)
2. Address. The principal office of the Corporation shall be in the State of
Florida and located at 1546 Main Street, the City of Dunedin, County of
Pinellas. The corporation may also have offices at such other places within the
State of Florida as the board may from time to time determine or the business of
the corporation may require.
ARTICLE II - Shareholders
1. Place of Meetings. Meeting of shareholders shall be held at the principal
office of the corporation or at such place within the State of Florida as the
board shall authorize. There shall be at least four regular meetings, scheduled
one per quarter.
2. Annual Meeting. The annual meeting of the shareholders shall be held within
45 days of the end of the fiscal year annually. The purpose if the annual
meeting of Shareholders is to elect Directors and to transact such matters as
may properly come before the Shareholders. The annual meeting of the Shareholder
of the Corporation shall be held at the times and places designated by the Board
of Directors or the President of the Corporation. Failure to hold an annual
meeting within the time limit shall in no way affect the terms of Officers or
Directors of the Corporation or the validity of actions of the Corporation.
3. Special Meetings. Special meeting of the shareholders may be called by the
board or by the president and shall be called by the president or the secretary
at the request in writing of a majority of the Board or at the request in
writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purpose stated in the notice.
4. Fixed Record Date. For the purpose of determining the shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of
any rights, or for the purpose of any other action, the board shall fix, in
advance, a date as the record date for any such determination of shareholders.
Such date shall not be more than fifty or less than ten days before the date of
such meeting, not more than fifty days prior to any other action.
5. Notice of Meetings of Shareholders. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date, and hour of the meeting, and unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less than
ten nor more than fifty days before the date of the meeting. If action is
proposed to be taken that might entitle shareholders to payment for their
shares, the notice shall include a statement of that purpose and to that effect.
If mailed, the notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at the address as it
appears on the record of shareholders, or, if they shall have filed with the
secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.
6. Waivers. Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him. A Shareholder's attendance
at a meeting also waives objection to consideration of a particular matter that
is not within the purpose described in the meeting notice, unless the
Shareholder objects to considering the matter when it is presented.
7. Quorum of Shareholders. Unless the Articles of Incorporation provides
otherwise, the holders of 51% of the shares entitled to vote thereat shall
constitute a quorum at a meeting of shareholders for the transaction of any
business, provided that when a specified item of business is required to be
voted on by class or classes, the holders of 51% of the shares of such class or
classes shall constitute a quorum for the transaction of such specified item of
business.
When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders. The shareholders present may adjourn
the meeting despite the absence of a quorum.
8. Proxies. Every shareholder entitled to vote at a meeting of shareholders or
to express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or their attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by
Florida Statutes Section 607.0722 or other applicable law.
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9. Qualification of Voters. Every shareholder of record shall be entitled at
every meeting of shareholder to one vote for every share standing in his name on
the record of shareholders, unless otherwise provided in the Articles of
Incorporation.
10. Vote of Shareholders. Except as otherwise required by statute or by the
Articles of Incorporation:
(a) directors shall be elected by a plurality of the votes cast at a meeting of
shareholders by the holders or shares entitled to vote in election;
(b) all other corporate action shall be authorized by a majority of the votes
cast.
11. Written Consent of Shareholders. Any action that may be taken by vote may be
taken without a meeting on written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon or
signed by such lesser number of holders as may be provided for in the Articles
of Incorporation.
12. Action Without Meeting Any action of the Shareholders may be taken without a
meeting, without prior written notice and without a vote, if a consent in
writing describing the action so taken is dated and signed by Shareholders of a
majority of the outstanding voting shares of the corporation and delivered to
the Corporation. Within ten (10) days after obtaining such authorization by
written consent, notice must be given to those Shareholders who have not
consented in writing. The notice shall fairly summarize the material features of
the authorized action and, if the action is one for which dissenters' rights are
provided by the Florida Business Corporation Act, shall contain a clear
statement of the right of dissenting Shareholders to be paid a fair value of the
shares upon compliance with the applicable statutory provisions. Any certificate
to be filed as a result of the Shareholders' action under this section shall
state that written consent was given in accordance with Section 607.0704,
Florida Statutes.
ARTICLE III - Directors
1. Board of Directors. Subject to any provision in the Articles of
Incorporation, Bylaws and the Florida Business Corporation Act concerning
corporate action that must be authorized or approved by the Shareholders of the
Corporation, all corporate powers shall be exercised by or under the authority
of the Board of Directors, and the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors. The business of the
corporation shall be managed by its board of directors, each of whom shall be a
shareholders.
2. Number of Directors. The number of directors shall be 5. When all of the
shares are owned by less than five shareholders, the number of directors may be
less the five but not less than the number of shareholders.
3. Election of Term of Directors. At each annual meeting of shareholders, the
shareholder shall elect directors to hold office until the next annual meeting.
Each director shall hold office until the expiration of the term for which they
are elected and
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until their successor has been elected and qualified, or until his proper
resignation or removal.
4. Newly Created Directorships and Vacancies. Newly created directorships
resulting from an increase in the number of directors and vacancies occurring in
the board for any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office, although less
than a quorum exists, unless otherwise provided in the Articles of
Incorporation. Vacancies occurring by reason of the removal of directors without
cause shall be filled by vote of the shareholders unless otherwise provided in
the Articles of Incorporation. A director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office for the unexpired
term of his predecessor.
5. Removal of Directors. Any or all of the directors may be removed for cause
by vote of the shareholders or by action of the board. Directors may be removed
without cause only by vote of the shareholders.
6. Resignation. A director may resign at any time by giving written notice to
the board, the president, or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make effective.
7. Quorum of Directors. Unless otherwise provided in the Articles of
Incorporation, a majority of three members of the entire board shall constitute
a quorum for the transaction of business or of any specified item of business.
8. Action of the Board. Unless otherwise required by law, the vote of a
majority of the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the board. Each director present shall
have one vote regardless of the number of shares they hold.
9. Place and Time of Board Meetings. The board may hold its meetings at the
office of the corporation or at such other places, either within or without the
State of Florida, as it may from time to time determine.
10. Regular Annual Meeting. A regular annual meeting of the board shall be held
immediately following the annual meeting of the shareholders at the place of
such annual meeting of shareholders.
11. Telephone Meetings. Directors may participate in meetings of the Board of
Directors by means of a conference telephone or other means of communications by
which all Directors participating may simultaneously hear each other during the
meeting, and participation by such means shall constitute presence in person at
such a meeting.
12. Notice of Meetings of the Board, Adjournment.
(a) Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall be held
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upon three day's notice to each director either personally or by mail or by
wire, special meetings shall be called by the president or by the secretary
in a like manner on written request of at least three directors. Notice of
the meeting shall not be given to any director who submits a Waiver of
Notice whether before or after the meeting or who attends the meeting
without protesting prior thereto or at its commencement, the lack of notice
to them.
(b) A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment
shall be given all directors who were absent at the time of the adjournment
and, unless such time and place are announced at the meeting, to the other
directors.
13. Chairman. The president, or, in his absence, a chairman chosen by the board,
shall preside at all meetings of the board.
14. Executive and Other Committees. By resolution adopted by a majority of the
entire board, the board may designate from among it members an executive
committee and other committees, each consisting of three of more directors. Each
such committee shall serve at the pleasure of the board.
Executive Committee shall consult with and advise the Officers of the
Corporation in the management of its business and shall have and may exercise,
to the extent provided in the resolution of the Board of Directors creating such
Executive Committee, such powers of Board of Directors as can be lawfully
delegated by the Board.
15. Compensation. No compensation, as such, shall be paid to directors for their
services, but by resolution of the board, a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
16. Presumption of Assent. A Director of the Corporation who is present at a
meeting of the Board of Directors when corporate action is taken shall be
presumed to have assented to the action taken, unless he/she votes against such
action, abstains from the action taken, or objects at the beginning of the
meeting to holding it or transacting specified business at the meeting.
ARTICLE IV - Officers
1. Offices, Election, Term.
(a) Unless otherwise provided for in the Articles of Incorporation, the board
may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers, and functions as hereinafter provided.
(b) All officers shall be elected or appointed to hold office until the meeting
of the board following the annual meeting of shareholders.
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(c) Each officer shall hold office for the term which they are elected or
appointed and until their successor has been elected or appointed and
qualified.
2. Removal, Resignation, Salary, Etc.
(a) Any officer elected or appointed by the board may be removed by the board
with or without cause.
(b) In the event of the death, resignation, or removal of an officer, the board
in its discretion may elect or appoint a successor to fill the unexpired
term.
(c) Unless there is only once shareholder, any two or more offices may be held
by the same person, except the offices of president and secretary. If there
is only one shareholder, all offices may be held by the same person.
(d) The salaries of all officers shall be fixed by the board.
(e) The directors may require any officer to give security for the faithful
performance of their duties.
3. President. The president shall be the chief executive officer of the
corporation, he shall preside at all meetings of the shareholders and of the
board; he/she shall manage the business of the corporation and shall see that
all orders and resolutions of the board are effected.
4. Vice-Presidents. During the absence or disability of the president, the
vice-president, or, if there are more than one, the executive vice-president,
shall have all the powers and functions of the president. Each vice-president
shall perform such other duties as the board shall prescribe.
5. Secretary. The secretary shall:
(a) attend all meetings of the board and of the shareholders;
(b) record all votes and minutes of all proceedings in a book to be kept for
that purpose;
(c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;
(d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;
(e) when required, prepare or cause to be prepared and available at each meeting
of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of
each respective call held by each;
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(f) Keep all the documents and records of the corporation as required by law or
otherwise in a proper and safe manner;
(g) perform such other duties as may be prescribed by the board.
6. Assistant Secretaries. During the absence or disability of the secretary,
the assistant secretary, or, if there are more than one, the one so designated
by the secretary or by the board, shall have all the powers and functions of the
secretary.
7. Treasurer. The treasurer shall:
(a) have the custody of the corporate funds and securities;
(b) keep full and accurate accounts of receipts and disbursements in the
corporate books;
(c) deposit all money and other valuables in the name and to the credit if the
corporation in such depositories as may be designated by the board;
(d) disburse the funds of the corporation as may be ordered or authorized by the
board and preserve proper vouchers for such disbursements;
(e) render to the president and board at the regular meetings of the board, or
whenever they require it, an account of all the transactions of the
treasurer and of the financial condition of the corporation;
(f) render a full financial report at the annual meeting of the shareholders if
so requested;
(g) furnish all corporate officers and agents, upon request, with such reports
and statements as may be required as to all financial transactions of the
corporation.
(h) perform such other duties as are given to him by these bylaws or as from
time to time assigned by the board or the president.
8. Sureties and Bonds. In case the board shall so require, any officer or agent
of the corporation shall execute to the corporation a bond in such sum and with
such surety or sureties as the board may direct, conditioned upon the faithful
performance of his duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds, or securities of the
corporation which may come into their hands.
ARTICLE V - Certificates for Shares
1. Certificates. The shares of the corporation shall be represented by
certificates. They shall be numbered and entered in the books of the corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the president and the secretary and shall bear the
corporate seal. The Federal and State laws prohibit "S" Corporations from having
more than 35 shareholders.
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2. Lost or Destroyed Certificates. The board may direct a new certificate or
certificates to be issued in place of any certificates or certificates therefore
issued by the corporation, alleged to have been lost or destroyed, upon the
making of an affidavit of the fact by the person claiming the certificate to be
lost or destroyed.
3. Transfer of Shares.
(a) Upon surrender to the corporation or the transfer agent of the corporation
of a certificate of 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 to the person entitled thereto,
and cancel the old certificate; every such transfer shall be kept at its
principal office. No transfer shall be made within ten days next preceding
the annual meeting of the shareholders.
(b) The corporation shall be entitled to treat the holder of record of any share
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 on the
part of any other notice thereof, except as expressly provided by the laws
of the State of Florida.
(c) Any shareholder who wishes to transfer ownership of their share, must first
notify the board of directors and express their desire to transfer
ownership. The shares must be offered first to the majority shareholder and
he/she will have the first right of refusal, then it will be offered to the
next majority shareholder. If none of the current shareholders offer to buy
the share, only then can it be offered to other parties.
(d) If the shareholder wishes to transfer ownership, it must be resold at the
"Share" value amount so designated as "Stockholder Equity" in the most
recent audited financial statement. If the transfer involves 10 or more
shares, both parties are entitled to have an independent audit to determine
its value. The board of directors will review both audits and determine the
value of the shares. This value will be determined by the majority of the
board of directors and is the value it must be resold at.
4. Closing Transfer Books. The board shall have the power to close the share
transfer books of the corporation for a period of not more than ten days during
the thirty-day period immediately preceding (1) any shareholders' meeting, or
(2) any date upon which shareholders shall be called upon to, or have a right to
take action without a meeting, or (3) any date fixed for the payment of dividend
or any other form of distribution, and only those shareholders of record at the
time the transfer books are closed shall be recognized as such for the purpose
of (1) receiving notice of or voting at such meeting, or (2) allowing them to
take appropriate action, or (3) entitling them to receive any dividend or other
form of distribution.
ARTICLE VI - Financial Statements and Dividends
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1. Financial Statements. The Corporation shall send an annual financial
statement to the Shareholders of the Corporation not later than 90 days after
the close of the fiscal year of the Corporation. Such financial statement shall
include a balance sheet at the end of the fiscal year of the Corporation, an
income statement for that year, and a statement of cash flows for that year.
Such financial statements shall be furnished in accordance with Section
607.1620, Florida Statutes.
2. Other Reports to Shareholders. In accordance with Section 607.1621, Florida
Statutes, the Corporation shall report to the Shareholders:
(a) its indemnification of directors, officers, employees or agents, and
(b) its authorization to issue shares for promises to render services in the
future.
3. Dividends. Subject to provisions of the Articles of Incorporation and the
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits
for the corporation available for dividends such sum or sums as the board from
time to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conclusive to the interests of the corporation, and the board may modify or
abolish any such reserve.
ARTICLE VII - Corporate Seal
The seal of the corporation shall be circular in form and bear the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Florida." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal of the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE VIII - Execution of Instruments
All corporate instruments and documents shall be signed or countersigned,
executed, verified, or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.
ARTICLE IX - Fiscal Year
This fiscal year shall begin the first day of January in each year and end
December 31st of that year. This shall also be considered as the taxable year
for the Corporation for state and federal income tax purposes.
ARTICLE X - References to Articles of Incorporation
References to the Articles of Incorporation in these bylaws shall include all
amendments thereof unless specifically excepted.
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ARTICLE XI - Indemnification
The corporation shall indemnify each Officers and Director, including former
Officers and Directors, to the full extent permitted by law, including but not
limited to Florida Statutes Section 607.0850.
ARTICLE XII - Bylaw Changes
Amendment, Repeal, Adoption, Election of Directors
(a) Except as otherwise provided in the Articles of Incorporation, the bylaws
may be amended, repealed, or adopted by vote of the holders of the shares at
the time entitled to vote in the election of any directors. Bylaws may also
be amended, repealed or adopted by the shareholders entitled to vote thereon
as herein above provided. All alterations, amendments and repeals of the
bylaws must be approved by a 65% majority of the shareholders.
(b) If any bylaw regulating an impending election of directors is adopted,
amended, or repealed by the board, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the bylaw so
adopted, amended, or repealed, together with a concise statement of changes
made.
ARTICLE XIII - Florida Law
These Bylaws shall be construed in accordance with Florida law and shall be
subject to the Florida Business Corporation Act (Florida Statutes Chapter 607),
as amended from time to time. These Bylaws shall not be construed to restrict or
limit any right or power given to Shareholders or Directors by the Florida
Business Corporation Act, unless such restriction is expressly stated herein.
The omission from these Bylaws of any right or power given by the Florida
Business Corporation Act to the Shareholders or Directors shall not be construed
to be a restriction or limitation of such right or power.
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