Exhibit 3.18
BYLAWS
OF
HERMAN ENTERPRISES, INC. OF SOUTH FLORIDA
ARTICLE I - OFFICES
-------------------
SECTION 1. PRINCIPAL PLACE OF BUSINESS
The initial location of the principal place of business of the
corporation shall be as specified in the articles of incorporation and may be
changed from time to time by resolution of the board of directors. It may be
located at any place within or outside the State of Florida. [BCA Sec.
607.0202(b)]
The principal place of business of the corporation shall also be
known as the principal office of the corporation.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the
board of directors may from time to time designate, or as the business of the
corporation may require.
ARTICLE II - SHAREHOLDERS
-------------------------
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal
place of business of the corporation or at such other place, within or outside
the State of Florida, as may be determined by the board of directors. [BCA Secs.
607.0701(2) & 607.0702(2)]
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the ___ of
the month of ______ in each year, at ___ o'clock __M., at which time the
shareholders shall elect a board of directors and transact any other proper
business. If this date falls on a legal holiday, then the meeting shall be held
on the following business day at the same hour. [BCA Sec. 607.0701(1)]
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board of
directors or by the shareholders. In order for a special meeting to be called by
the shareholders, 10 percent or more of all the votes entitled to be cast on any
issue proposed
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to be considered at the proposed special meeting shall sign, date and deliver to
the secretary one or more written demands for the meeting describing the purpose
or purposes for which it is to be held. [BCA Sec. 607.0702]
The secretary shall issue the call for special meetings unless the
president, the board of directors, or the shareholders designate another person
to make the call.
SECTION 4. NOTICE OF MEETINGS
Notice of all shareholders' meetings, whether annual or special,
shall be given to each shareholder of record entitled to vote at such meeting no
fewer than 10 or more than 60 days before the meeting date. The notice shall
include the date, time and place of the meeting and in the case of a special
meeting the purpose or purposes for which the meeting is called. Only the
business within the purpose or purposes included in the notice of special
meeting may be conducted at a special shareholders' meeting.
Notice of shareholders' meetings may be given orally or in writing,
by or at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
corporation, with postage prepaid.
When a meeting is adjourned to a different date, time or place, it
shall not be necessary to give any notice of the adjourned meeting if the new
date, time or place is announced at the meeting at which the adjournment is
taken, and any business may be transacted at the adjourned meeting that might
have been transacted on the original date of the meeting. If, however, after the
adjournment, the board fixes a new record date for the adjourned meeting, notice
of the adjourned meeting in accordance with the preceding paragraphs of this
bylaw shall be given to each person who is a shareholder as of the new record
date and is entitled to vote at such meeting. (BCA Secs. 607.0141 & 607.0705]
SECTION 5. WAIVER OF NOTICE
A shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation or these bylaws before or after
the date and time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to the notice, and be delivered to the corporation
for inclusion in the minutes or filing with the corporate records. Neither the
business to be transacted at nor the purpose of any annual or special meeting of
the shareholders need be specified in any written waiver of notice. [BCA Sec.
607.0706(1)]
SECTION 6. ACTION WITHOUT MEETING
Any action which is required by law to be taken at an 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
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without a vote if one or more written consents, setting forth the action so
taken, shall be dated and signed by the holders of outstanding shares 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. Written consents shall not be effective to take corporate
action unless, within 60 days of the date of the earliest written consent
relating to the action, the signed written consents of the number of holders
required to take the action are delivered to the corporation.
Within 10 days after obtaining any such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action. [BCA Sec. 607.0704]
SECTION 7. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders. Unless
otherwise provided under law, the articles of incorporation or these bylaws, if
a quorum is present, action on a matter, other than the election of directors,
shall be approved if the votes cast by the holders of the shares represented at
the meeting and entitled to vote favoring the action exceed the votes cast
opposing the action. 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.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. [BCA Secs., 607.0727 & 607.0728]
SECTION 8. VOTING OF SHARES
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as may be provided
under law or the articles of incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or the shareholder's
duly authorized attorney-in-fact.
At each election of directors, each shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder, for as many persons as there are directors to
be elected at that time and for whose election the shareholder has a right to
vote. [BCA Secs. 607.0721 & 607.0728]
SECTION 9. PROXIES
A shareholder, or the shareholder's attorney in fact, may appoint a
proxy to vote or otherwise act for the shareholder. An executed telegram or
cablegram
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appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form.
An appointment of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate votes. An appointment
is valid for up to 11 months unless a longer period is specified in the
appointment form.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is revocable and the appointment
is coupled with an interest as provided in Section 607.0722(5) of the Business
Corporation Act. [BCA Sec. 607.0722]
SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS
The board of directors may fix in advance a date as the record date
for the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take any
other action. In no event may a record date fixed by the board of directors be a
date preceding the date upon which the resolution fixing the record date is
adopted. A record date may not be specified to be more than 70 days before the
meeting or action.
Unless otherwise specified by resolution of the board of directors,
the following record dates shall be operative:
1. The record date for determining shareholders entitled to demand
a special meeting is the date the first shareholder delivers the shareholder's
demand to the corporation.
2. If no prior action is required by the board of directors
pursuant to the Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent relating to the proposed action is delivered to the
corporation.
3. If prior action is required by the board of directors pursuant
to the Business Corporation Act, the record date for determining shareholders
entitled to take action without a meeting is at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.
4. The record date for determining shareholders entitled to notice
of and to vote at a meeting of shareholders is at the close of business on the
day before the first notice is delivered to the shareholders. [BCA Sec.
607.607.0707]
SECTION 11. SHAREHOLDERS' LIST
After a record date is fixed or determined in accordance with these
bylaws, the secretary shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
shall show the addresses of, and the number and class and series, if any, of
shares held by, each person.
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The shareholders' list shall be available for inspection by any
shareholder for a period of 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 place of business. [BCA Sec. 607.0720]
ARTICLE III - DIRECTORS
-----------------------
SECTION 1. POWERS
Except as may be otherwise provided by law or the articles of
incorporation, 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. [BCA Sec. 607.0801(2)]
A director who is present at a meeting of the board of directors or
a committee of the board of directors when corporate action is taken shall be
deemed to have assented to the action taken unless:
1. The director votes against or abstains from the action taken; or
2. The director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting or transacting
specified business at the meeting. [BCA Sec. 607.0824(4)]
The board of directors shall have the authority to fix the
compensation of directors. [BCA Sec. 607.08101]
SECTION 2. QUALIFICATION AND NUMBER
Directors shall be individuals who are 18 years of age or older but
need not be residents of Florida or shareholders of this corporation. [BCA Sec.
607.0802]
The authorized number of directors shall be not less than one, nor
more than six. This number may be increased or decreased from time to time by
amendment to these bylaws, but no decrease shall have the effect of shortening
the term of any incumbent director. [BCA Secs. 607.0803 & 607.0805(3)]
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at each annual meeting of the
shareholders and each director shall hold office until the next annual meeting
of shareholders and until the director's successor has been elected and
qualified, or until the director's earlier resignation or removal from office.
[BCA Secs. 607.0803(3) & BCA Sec. 607.0805]
SECTION 4. VACANCIES
Unless otherwise provided in the articles of incorporation, any
vacancy occurring in the board of directors, including any vacancy created by
reason of an
5
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the board of
directors, or by the shareholders. [BCA Sec. 607.0809(1)]
A director elected to fill a vacancy shall hold office only until
the next shareholders' meeting at which directors are elected. [BCA Secs.
607.0805(4)]
SECTION 5. REMOVAL
Unless the articles of incorporation provide that a director may
only be removed for cause, at a meeting of shareholders called expressly for
that purpose, one or more directors may be removed, with or without cause, if
the number of votes cast to remove the director exceeds the number of votes cast
not to remove the director. [BCA Sec. 607.0808]
SECTION 6. PLACE OF MEETINGS
Meetings of the board of directors shall be held at any place,
within or without the State of Florida, which has been designated in the notice
of the meeting or, if not stated in the notice or if there is no notice, at the
principal place of business of the corporation or as may be designated from time
to time by resolution of the board of directors.
The board of directors may permit any or all directors to
participate in meetings by, or conduct the meeting through the use of, any means
of communication by which all directors participating can simultaneously hear
each other during the meeting. [BCA Sec. 607.0820]
SECTION 7. ANNUAL AND REGULAR MEETINGS
An annual meeting of the board of directors shall be held without
call or notice immediately after and at the same place as the annual meeting of
the shareholders.
Other regular meetings of the board of directors shall be held at
such times and places as may be fixed from time to time by the board of
directors. Call and notice of these regular meetings shall not be required. [BCA
Secs. 607.0820(1) & 607.0822(1)]
SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS
Special meetings of the board of directors may be called by the
chairman of the board or by the president and shall be preceded by at least 2
days' notice of the date, time, and place of the meeting. Unless otherwise
required by law, the articles of incorporation or these bylaws, the notice need
not specify the purpose of the special meeting. [BCA Sec. 607.0822(2)]
Notice of directors' meetings may be given orally or in writing, by
or at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype,
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facsimile machine, or other form of electronic communication; or by mail. If
mailed, notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the director at the director's current address on file
with the corporation, with postage prepaid. [BCA Sec. 607.0141]
If any meeting of directors is adjourned to another time or 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. [BCA Secs. 607.0820(2)]
SECTION 9. QUORUM
A majority of the authorized number of directors shall constitute a
quorum for all meetings of the board of directors. (BCA Sec. 607.0824)
SECTION 10. VOTING
If a quorum is present when a vote is taken, the affirmative vote of
a majority of directors present at the meeting shall be the act of the board of
directors.
A director of the corporation who is present at a meeting of the
board of directors when corporate action is taken shall be deemed to have
assented to the action taken unless:
1. The director objects at the beginning of the meeting, or
promptly upon arriving, to holding the meeting or transacting specified business
at the meeting; or
2. The director votes against or abstains from the action taken.
[BCA Sec. 607.0824]
SECTION 11. 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 and a waiver of any and all objections to the place of the meeting,
or the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened. [BCA Sec. 607.0823]
SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a board of
directors' meeting or committee meeting may be taken without a meeting if the
action is taken by all members of the board of directors or of the committee.
The action must be evidenced by one or more written consents describing the
action taken and signed by each director or committee member. [BCA Sec.
607.0821]
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ARTICLE IV - OFFICERS
---------------------
SECTION 1. OFFICERS
The officers of the corporation shall consist of a president, a
secretary, a treasurer, and such other officers as the board of directors may
appoint. A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the board of directors.
The same individual may simultaneously hold more than one office in
the corporation.
Each officer shall have the authority and shall perform the duties
set forth in these bylaws and, to the extent consistent with these bylaws, shall
have such other duties and powers as may be determined by the board of directors
or by direction of any officer authorized by the board of directors to prescribe
the duties of other officers. [BCA Secs. 607.08401 & 607.0841]
SECTION 2. ELECTION
All officers of the corporation shall be elected or appointed by,
and serve at the pleasure of, the board of directors.
The election or appointment of an officer shall not itself create
contract rights. [BCA Secs. 607.08401 & 6070843]
SECTION 3. REMOVAL, RESIGNATION AND VACANCIES
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is 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.
The board of directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.
An officer's removal shall not affect the officer's contract rights,
if any, with the corporation. An officer's resignation shall not affect the
corporation's contract rights, if any, with the officer. [BCA Secs. 607.0842 &
607.0843]
Any vacancy occurring in any office may be filled by the board of
directors.
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SECTION 4. PRESIDENT
The president shall be the chief executive officer and general
manager of the corporation and shall, subject to the direction and control of
the board of directors, have general supervision, direction, and control of the
business and affairs of the corporation. He shall preside at all meetings of the
shareholders if present thereat and be an ex-officio member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
In the absence or disability of the president, the vice president,
if any, shall perform all the duties of the president and, when so acting, shall
have all the powers of, and be subject to all the restrictions imposed upon, the
president.
SECTION 5. SECRETARY
(a) The secretary shall be responsible for preparing, or causing to be
prepared, minutes of all meetings of directors and shareholders and for
authenticating records of the corporation. [BCA Sec. 607.08401(3)]
(b) The secretary shall keep, or cause to be kept, at the principal
place of business of the corporation, minutes of all meetings of the
shareholders or the board of directors; a record of all actions taken by the
shareholders or the board of directors without a meeting for the past three
years; and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation. [BCA
Sec. 607.1601(1)]
(c) Minutes of meetings shall state the date, time and place of the
meeting; whether regular or special; how called or authorized; the notice
thereof given or the waivers of notice received; the names of those present at
directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.
(d) The secretary shall maintain, at the principal place of business of
the corporation, a record of its shareholders, showing the names of the
shareholders and their addresses, the number, class, and series, if any, held by
each, the number and date of certificates issued for shares, and the number and
date of cancellation of every certificate surrendered for cancellation. [BCA
Sec. 607.1601(3)]
(e) The secretary shall make sure that the following papers and reports
are included in the secretary's records kept at the principal place of business
of the corporation:
1. The articles or restated articles of incorporation and all
amendments to them currently in effect;
2. The bylaws or restated bylaws and all amendments to them
currently in effect;
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3. Resolutions adopted by the board of directors creating one or
more classes or series of shares and fixing their relative rights, preferences,
and limitations, if shares issued pursuant to those resolutions are outstanding;
4. Minutes of all shareholders' meetings and records of all action
taken by shareholders without a meeting for the past 3 years;
5. Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years, including the
financial statements furnished for the past 3 years under Article VI, Section 2
of these bylaws and any reports furnished during the last 3 years under Article
VI, Section 3 of these bylaws;
6. A list of the names and business street addresses of current
directors and officers; and
7. The corporation's most recent annual report delivered to the
Department of State under Article VI, Section 4 of these bylaws. [BCA Sec.
607.1601(5)]
The secretary shall give, or cause to be given, notice of all
meetings of shareholders and directors required to be given by law or by the
provisions of these bylaws.
The secretary shall have charge of the seal of the corporation.
In the absence or disability of the secretary, the assistant
secretary, or, if there is none or more than one, the assistant secretary
designated by the board of directors, shall have all the powers of, and be
subject to all the restrictions imposed upon, the secretary.
SECTION 6. TREASURER
The treasurer shall have custody of the funds and securities of the
corporation and shall keep and maintain, or cause to be kept and maintained, at
the principal business office of the corporation, adequate and correct books and
records of accounts of the income, expenses, assets, liabilities, properties and
business transactions of the corporation. [BCA Sec. 607.1601(2)]
The treasurer shall prepare, or cause to be prepared, and shall
furnish to shareholders, the annual financial statements and other reports
required pursuant to Article VI, Sections 2 and 3 of these bylaws.
The treasurer shall deposit monies and other valuables in the name
and to the credit of the corporation with such depositories as may be designated
by the board of directors. The treasurer shall disburse the funds of the
corporation in payment of the just demands against the corporation as authorized
by the board of directors and shall render to the president and directors,
whenever requested, an account of all his or her transactions as treasurer and
of the financial condition of the corporation.
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In the absence or disability of the treasurer, the assistant
treasurer, if any, shall perform all the duties of the treasurer and, when so
acting, shall have all the powers of and be subject to all the restrictions
imposed upon the treasurer.
SECTION 7. COMPENSATION
The officers of this corporation shall receive such compensation for
their services as may be fixed by resolution of the board of directors.
ARTICLE V - EXECUTIVE AND OTHER COMMITTEES
------------------------------------------
SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD
The board of directors may, by resolution adopted by a majority of
the authorized number of directors, designate from its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, the articles of incorporation or these bylaws, shall have
and may exercise the authority of the board of directors, except that no such
committee shall have the authority to:
1. Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders.
2. Fill vacancies on the board of directors or any committee
thereof.
3. Adopt, amend, or repeal the bylaws.
4. Authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the board of directors.
5. Authorize or approve the issuance or sale or contract for the
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a voting group except that the board of directors may
authorize a committee (or a senior executive officer of the corporation) to do
so within limits specifically prescribed by the board of directors.
Each such committee shall have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
directors as alternate members of any such committee who may act in the place
and stead of any absent member or members at any meeting of such committee.
The provisions of law, the articles of incorporation and these
bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors shall apply to such committees of the
board and their members as well.
Neither the designation of any such committee, the delegation
thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute
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compliance by any member of the board of directors not a member of the committee
in question with the director's responsibility to act in good faith, in a manner
the director reasonably believes to be in the best interests of the corporation,
and with such care as an ordinarily prudent person in like position would use
under similar circumstances. [BCA Sec. 607.0825]
ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS
-------------------------------------------------
SECTION 1. BOOKS, RECORDS AND RECORDS
The corporation shall keep correct and complete books and records of
account; minutes of the proceedings of its shareholders, board of directors, and
committees of directors; a record of its shareholders; and such other records
and reports as are further described in Article IV, Sections 5 and 6 of these
bylaws, at the principal place of business of the corporation.
Any books, records, and minutes may be in written form or in another
form capable of being converted into written form within a reasonable time. [BCA
Sec. 607.1601(4)]
SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS
Unless modified by resolution of the shareholders within 120 days of
the close of each fiscal year, the corporation shall furnish its shareholders
annual financial statements which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flow for that year. If financial
statements are prepared on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person responsible
for the corporation's accounting records:
1. Stating the person's reasonable belief whether the statements
were prepared on the basis of generally accepted accounting principles and, if
not, describing the basis of preparation, and
2. Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.
The corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements if, for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written
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request from a shareholder who was not mailed the statements, the corporation
shall mail the shareholder the latest financial statements. [BCA Sec. 607.1620]
Copies of the annual financial statements shall be kept at the
principal place of business of the corporation for at least 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.
SECTION 3. OTHER REPORTS TO SHAREHOLDERS
If the corporation indemnifies or advances expenses to any director,
officer, employee, or agent, other than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time that such meeting is held. The
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation. [BCA Sec. 607.1621(1)]
If the corporation issues or authorizes the issuance of shares for
promises to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting. [BCA Sec. 607.1621(2)]
SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE
The corporation shall prepare and deliver an annual report form to
the Department of State each year within the time limits imposed, and containing
the information required, by Section 607.1622 of the Business Corporation Act.
SECTION 5. INSPECTION BY SHAREHOLDERS
(a) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, the records
of the corporation described in Article IV, Section 5(e) of these bylaws if the
shareholder gives the secretary written notice of the shareholder's demand at
least 5 business days before the date on which the shareholder wishes to inspect
and copy.
(b) A shareholder of this corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (c) below and gives the corporation written
notice of the shareholder's demand at least 5 business days before the date on
which the shareholder wishes to inspect and copy:
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1. Excerpts from minutes of any meeting of the board of directors,
records of any action of a committee of the board of directors while acting in
place of the board of directors on behalf of the corporation, minutes of any
meeting of the shareholders, and records of action taken by the shareholders or
board of directors without a meeting, to the extent not subject to inspection
under subsection (a) above;
2. Accounting records of the corporation;
3. The record of shareholders; and
4. Any other books and records of the corporation.
(c) A shareholder may inspect and copy the records described in
subsection (b) above only if:
1. The shareholder's demand is made in good faith and for a purpose
reasonably related to the shareholder's interest as a shareholder;
2. The demand describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to inspect; and
3. The records requested are directly connected with the
shareholder's purpose.
(d) This section of the bylaws does not affect:
1. The right of a shareholder to inspect and copy records under
Article II, Section 11 of these bylaws;
2. The power of a court, independently of the Business Corporation
Act, to compel the production of corporate records for examination. [BCA Sec.
607.1602]
SECTION 5. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records, and documents of every kind of the
corporation and to inspect the physical properties of the corporation. Such
inspection by a director may be made in person or by agent or attorney. The
right of inspection includes the right to copy and make extracts.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
-------------------------------------------
SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
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SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7) (a-d) of the Business Corporation Act.
SECTION 3. COURT ORDERED INDEMNIFICATION
Unless otherwise provided by the articles of incorporation,
notwithstanding the failure of the corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with Section
607.0850(9) of the Business Corporation Act.
SECTION 4. INSURANCE
The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation against any liability asserted against the person
and incurred by the person in any such capacity or arising out of the person's
status as such, whether or not the corporation would have the power to indemnify
the person against such liability under provisions of law. [BCA Sec.
607.0850(12)]
ARTICLE VIII - SHARES
---------------------
SECTION 1. ISSUANCE OF SHARES
The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.
Before the corporation issues shares, the board of directors shall
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and nonassessable.
When the corporation receives the consideration for which the board
of directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to
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perform services is received by the corporation at the time of the making of the
promise, unless the agreement specifically provides otherwise.
The corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
shares escrowed or restricted and the distributions credited may be canceled in
whole or part. [BCA Sec. 607.0621]
SECTION 2. CERTIFICATES
After shares in the corporation have been fully paid, the holder of
the shares shall be given a certificate representing the shares. At a minimum,
each share certificate shall state on its face the following information:
1. the name of the corporation and that the corporation is,
organized under the laws of Florida;
2. the name of the person to whom issued;
3. the number and class of shares and the designation of the
series, if any, the certificate represents.
Each certificate shall be signed, either manually or in facsimile,
by the president or a vice president and by the secretary or an assistant
secretary of the corporation and may bear the seal of the corporation. [BCA Sec.
607.0625]
ARTICLE IX - DIVIDENDS
----------------------
SECTION 1. PAYMENT OF DIVIDENDS
The board of directors may authorize, and the corporation may make,
dividends on its shares in cash, property, or its own shares and other
distributions to its shareholders, subject to any restrictions contained in the
articles of incorporation, to the requirements of Sections 607.0623 and
607.06401 of the Business Corporation Act, and to all applicable provisions of
law. [BCA Secs. 607.01401(15), 607.0623(2) & 607.06401(3)]
ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS
--------------------------------------------
SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION
The board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. For the amendment
to be effective:
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1. The board of directors must recommend the amendment to the
shareholders, unless the board of directors determines that because of conflict
of interest or other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the
amendment; and
2. The shareholders entitled to vote on the amendment must approve
the amendment as provided below.
The board of directors may condition its submission of the proposed
amendment to the shareholders on any basis. The shareholders shall approve
amendments to the articles of incorporation by the vote of a majority of the
votes entitled to be cast on the amendment, except as may otherwise be provided
by the articles of incorporation, Sections 607.1003 and 607.1004 of the Business
Corporation Act and other applicable provisions of law, and these bylaws.
The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting to amend the articles of
incorporation in accordance with Article II, Section 4 of these bylaws. The
notice of meeting must state that the purpose, or one of the purposes, of the
meeting is to consider the proposed amendment and contain or be accompanied by a
copy or summary of the amendment.
Notwithstanding the above provisions of this section and unless
otherwise provided in the articles of incorporation, if this corporation has 35
or fewer shareholders then, pursuant to Section 607.1002(6) of the Business
Corporation Act, the shareholders may amend the articles of incorporation
without an act of the directors at a meeting of the shareholders for which the
notice of the changes to be made is given. [BCA Secs. 607.1002 - 607.1005]
SECTION 2. AMENDMENT OF BYLAWS
The board of directors may amend or repeal these bylaws unless:
1. The articles of incorporation or the Business Corporation Act
reserves the power to amend the bylaws generally or a particular bylaw provision
exclusively to the shareholders; or
2. The shareholders, in amending or repealing the bylaws generally
or a particular bylaw provision, provide expressly that the board of directors
may not amend or repeal the bylaws or that bylaw provision.
The shareholders may amend or repeal these bylaws even though the
bylaws may also be amended or repealed by the board of directors. [BCA Sec.
607.1020]
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CERTIFICATE
This is to certify that the foregoing is a true and correct copy of
the Bylaws of the corporation named in the title thereto and that such Bylaws
were duly adopted by the board of directors of the corporation on the date set
forth below.
Dated:
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