Exhibit 3.20
BYLAWS
OF
DANKA MANAGEMENT COMPANY, INC.
a Florida Corporation
(Adopted April 1, 1994)
ARTICLE I
OFFICES
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1. Business Offices. Danka Management Company, Inc. (hereinafter referred
to as the "Corporation"), may have such offices, either within or without the
State of Florida, as the Board of Directors may designate from time to time. The
Corporation shall designate an office as its "principal office" in accordance
with Florida law.
2. Registered Office. The Corporation shall have and continuously
maintain a registered office in the State of Florida, which may be changed from
time to time by the Board of Directors or by an Officer of the Corporation so
authorized by the Board of Directors.
ARTICLE II
SHAREHOLDERS
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1. Annual Meeting. The Corporation shall hold an Annual Meeting of the
Shareholders for the election of Directors and for the transaction of any proper
business. The Annual Meeting of Shareholders shall be held at such time and on
such date as the Corporation's Board of Directors shall determine from time to
time but not later than thirteen (13) months after the last Annual Meeting of
Shareholders. The failure to hold it at the designated time does not affect the
validity of any corporate action and shall not work as a forfeiture of or
dissolution of the Corporation.
2. Special Meetings. Special meetings of the Shareholders may be called
by the President or the Board of Directors and shall be called if the holders of
not less than Ten Percent (10%) of the votes entitled to be cast on any issue
proposed to be considered at the proposed meeting sign, date and deliver a
written demand or several such written demands for the special meeting
describing the purpose or purposes for the meeting to the Corporation's
Secretary. Only business within the purpose or purposes described in the special
meeting notice may be conducted at such special meeting.
3. Place of Meeting. The Board of Directors may designate any place
either within or without the State of Florida as the place of meeting for any
annual meeting or for any special meeting of the Shareholders. If no designation
is made, then the place of the meeting shall be the principal office of the
Corporation.
4. Notice of Meeting. Written notice stating the place, date, and time of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
first class mail, by or at the direction of the President or the Secretary of
the Corporation or the persons calling the meeting to each Shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed
delivered upon deposit in the United States mail, with postage prepaid,
addressed to the Shareholder at the address specified in the Corporation's stock
transfer records.
5. Notice of Adjourned Meeting. Notice of an adjourned meeting is
necessary only if the new place, date and time are not announced at the meeting
from which the adjournment is taken or a new record date is fixed for the
reconvening of the meeting. At the adjourned meeting, any business may be
transacted that might have been transacted on the original date of the meeting.
6. Waiver of Notice. A Shareholder may waive any notice required by
statute, the Articles of Incorporation, or 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 regular or special meeting
of the Shareholders need be specified in any written waiver of notice. A
Shareholder's attendance at a meeting waives objection to (a) lack of notice or
defective notice of the meeting, unless the Shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting or
(b) consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the Shareholder
objects to considering the matter when it is presented.
7. Record Date Determinations. The Board of Directors may fix the record
date for one or more voting groups in order to determine the Shareholders
entitled (a) to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, (b) to demand a special meeting, (c) to receive any
distribution or (d) to take any other action. Such a record date must be a date
after the date upon which the Board of Directors made the record date
determination. The record date cannot be more than seventy (70) days before the
meeting or action requiring a determination of Shareholders. A determination of
Shareholders entitled to notice of or to vote at a Shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting.
8. Quorum. Unless otherwise required in the Articles of Incorporation, a
majority of the outstanding shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of Shareholders. When a specified
item of business is required to be voted on by a class, series of stock, or
voting group, a majority of the shares of such class, series or voting group
shall constitute a quorum for the transaction of such item of business by that
class, series or voting group. This quorum requirement
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can be changed only by an amendment to the Corporation's Articles of
Incorporation. After a quorum has been established, the subsequent withdrawal of
Shareholders, so as to reduce the shares represented at the meeting below the
number required for the original quorum, does not affect the validity of any
action taken at the meeting.
9. Voting. Each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of Shareholders. If a
quorum exists at a meeting of Shareholders, (a) action on a matter, other than
the election of Directors, is approved if the votes cast by the holders of the
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law; and (b)
action on a matter, other than the election of Directors, by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless a greater number of affirmative votes
is required by law.
10. Proxies. A Shareholder, other person entitled to vote on behalf of a
Shareholder pursuant to law, or a Shareholder's attorney-in-fact may vote the
Shareholder's shares in person or by proxy. A Shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment form, either personally
or by his attorney-in-fact. An executed telegram or cablegram appearing to have
been transmitted by such person, or a photographic, photostatic or equivalent
reproduction of an appointment form, is a sufficient appointment form. An
appointment of a proxy is effective when received by the corporate officer or
agent authorized to tabulate votes. An appointment is valid for up to eleven
(11) months unless a longer period is expressly provided in the appointment
form. An appointment of a proxy is revocable by the Shareholder, except as
otherwise provided by law.
11. Action by Shareholders Without a Meeting. Any action required or
permitted to be taken at any meeting of Shareholders may be taken without a
meeting, without prior notice, and without a vote, if the action is taken by the
holders of shares of each voting group entitled to vote thereon having not less
than the minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a duly constituted meeting. In
order to be effective, the action must be evidenced by one or more written
consents describing the action taken, dated and signed by approving Shareholders
having the requisite number of votes of each voting group entitled to vote
thereon, and delivered to the Corporation's principal office in Florida, its
principal place of business or its officer or agent having custody of the book
in which proceedings of meetings of Shareholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the date of the earliest dated consent
delivered in the manner required by this section, written consent signed by the
number of holders required to take action is delivered to the Corporation in the
manner required by this section. Such a written consent has the effect of a
meeting vote.
Any written consent, once given, may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action.
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No revocation is effective unless in writing and until received by the
Corporation at its principal office in Florida or its principal place of
business,. or received by the corporate officer or agent having custody of the
book in which proceedings of meetings of Shareholders are recorded.
Notice of such action must be given to those Shareholders who have not
consented in writing or who are not entitled to vote on the action within ten
(10) days after obtaining such authorization by written consent. The notice
shall fairly summarize the material features of the authorized action and, if
the action be such for which dissenter's rights are provided by law, the notice
shall contain a clear statement of the right of the Shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with the
provisions of Florida law regarding the rights of dissenting shareholders.
12. Shareholders' List for Meeting. After fixing a record date for a
meeting, the Corporation shall prepare an alphabetical list of the names of all
its Shareholders who are entitled to notice of a Shareholders' meeting, arranged
by voting group with the address of, and the number and class and series, if
any, of shares held by each. The Shareholders' list must be available for
inspection by any Shareholder for a period of ten (10) days prior to the meeting
or such shorter time as exists between the record date and the meeting and
continuing through the meeting at the Corporation's principal office, at a place
identified in the meeting notice in the city where the meeting will be held, or
at the office of the Corporation's transfer agent or registrar. A Shareholder or
his agent or attorney is entitled on written demand to inspect the list, during
regular business hours and at his expense, during the period it is available for
inspection; provided that such demand is made in good faith and for a proper
purpose, the purpose is described with reasonable particularity and the list is
directly connected with the purpose.
The Corporation shall make the Shareholders' list available at the meeting,
and any Shareholder or his agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment. The Shareholders' list is prima
facie evidence of the identity of Shareholders entitled to examine the
Shareholders' list or to vote at a meeting of Shareholders.
ARTICLE III
DIRECTORS
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1. Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation managed under the
direction of, its Board of Directors, subject to any limitation set forth by law
or in the Corporation's Articles of Incorporation.
2. Number, Tenure, Election and Qualifications. The number of Directors
shall be the number of Directors elected from time to time in accordance with
these Bylaws. From time to time, the number of Directors may be increased or
decreased by Shareholder action. Each Director shall hold office until the next
annual meeting of Shareholders and until his successor shall have been duly
elected and qualified, or until
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his earlier resignation, removal by Shareholders or death. Directors must be
natural persons who are eighteen (18) years of age or older. Directors need not
be residents of Florida or Shareholders of the Corporation.
3. General Standards for Directors. A Director shall discharge his duties
as a Director, including his duties as a member of any committee of the Board of
Directors upon which he may serve, (a) in good faith, (b) with such care as an
ordinarily prudent person in a like position would use under similar
circumstances, and (c) in a manner he reasonably believes to be in the best
interests of the Corporation. In discharging his duties, a Director shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by: (i) one or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the matters
presented; (ii) legal counsel, public accountants, or other persons as to
matters that the Director reasonably believes are within the person's
professional or expert competence; or (iii) a committee of the Board of
Directors of which he is not a member if the Director reasonably believes the
committee merits confidence.
In discharging his duties, a Director may consider such factors as the
Director deems relevant, including but not limited to the long-term prospects
and interests of the Corporation and its Shareholders, and the social, economic,
legal, or other effects of any action on the employees, suppliers, customers of
the Corporation or its subsidiaries, the communities and society in which the
Corporation or its subsidiaries operate, and the economy of the state and the
nation.
A Director is not acting in good faith if he has knowledge concerning the
matter in question that makes reliance otherwise permitted by this section
unwarranted.
A Director is not liable for any action taken as a Director, or any failure
to take any action, if he performed the duties of his office in compliance with
this section.
4. Election of Directors. At the annual meeting of Shareholders,
Directors shall be elected by a plurality of the votes cast by the shares
represented at the meeting and entitled to vote for the election of Directors.
If the election of Directors is not held on a day designated in these Bylaws for
any annual meeting of Shareholders, or at any adjournment thereof, the Board of
Directors may cause the election to be held at a special meeting of Shareholders
specifically called for that purpose.
5. Regular Meetings. The annual meeting of the Board of Directors shall
be held without notice immediately after, and at the same place as, the annual
election of Directors. The Board of Directors may, from time to time, by
resolution appoint the time and place, either within or without the State of
Florida, for holding other regular meetings of the Board, if by it deemed
advisable; and such regular meetings shall thereupon be held at the time and
place so appointed, without the giving of any notice with regard thereto. In
case the day appointed for a regular meeting shall fall upon a Saturday, Sunday
or legal holiday in the State of Florida, such meeting shall be held on the next
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succeeding day not a Saturday, Sunday or legal holiday in the State of Florida,
at the regularly appointed hour.
6. Special Meeting. Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board, any two Directors or the
President of the Corporation. Special meetings may be held within or without the
State of Florida. Notice of a special meeting must be given at least two (2)
days prior to the date of the meeting by written notice delivered personally, by
mail, telegram, telecopy or nationally recognized overnight courier service
(such as Federal Express, Airborne, UPS, Emory or Purolator) to each Director at
his address. Such notice shall be effective upon the earliest of (a) receipt,
(b) five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed postpaid and correctly addressed, or (c) the date shown on
the return receipt or other evidence of delivery, if sent by registered or
certified mail, return receipt requested, or overnight courier service, and the
delivery receipt is signed by or on behalf of the addressee. Such written notice
shall include the date, time and place of the meeting. The notice of a special
meeting need not describe the purpose of the special meeting.
7. Notice of Adjourned Meeting. Notice of any adjourned meeting shall be
given to the Directors who were not present at the time of the adjournment and,
unless the date, time and place of the adjourned meeting are announced at the
time of the adjournment, to the other Directors also.
8. Waiver of Notice. A Director can waive the requirement of notice of a
meeting of the Board of Directors by signing a waiver of notice either before or
after the meeting. The attendance of a Director at a meeting constitutes a
waiver of notice of such meeting and a waiver of any and all objections to the
time or 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.
9. Quorum and Voting. A majority of the number of Directors in office
shall constitute a quorum for any meeting of the Board of Directors. The Board
of Directors may permit any or all Directors to participate in a regular or
special meeting by, or conduct the meeting through any use of, any means of
communication by which all Directors participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by this means is
deemed to be present in person at the meeting.
If a quorum is present when a vote is taken, the affirmative vote of a
majority of Directors present is the act of the Board of Directors, unless
applicable law, the Articles of Incorporation of the Corporation or these Bylaws
require the vote of a greater number of Directors. A majority of the Directors
present at a meeting, whether or not a quorum exists, may adjourn the meeting to
another time and place.
10. Presumption of Assent. A Director who is present at a meeting of the
Board of Directors or a committee thereof when corporate action is taken is
deemed to
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have assented to the action taken unless (a) he objects at the beginning of the
meeting or promptly upon arrival thereat to the holding of the meeting or the
transacting of specified business at the meeting or (b) he votes against or
abstains from the action taken.
11. Action Without a Meeting. Any action required or permitted to be taken
by the Board of Directors at a meeting may be taken without a meeting if the
action is taken by all the Directors. The action must be evidenced by one or
more written consents describing the action taken and signed by each Director.
The action is effective when the last Director signs a consent, unless the
consent specifies a different effective date. Such a consent has the effect of a
meeting vote.
12. Director Conflicts of Interest. No contract or other transaction
between the Corporation and one or more of its Directors or any other
corporation, firm, association, or entity in which one or more of its Directors
are directors or officers or are financially interested shall be either void or
voidable because of such relationship or interest, because such Director or
Directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction, or
because his or their votes are counted for such purpose, if: (a) the fact of
such relationship or interest is disclosed or known to the Board of Directors or
committee which authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the votes or
consents of such interested Directors; (b) the fact of such relationship or
interest is disclosed or known to the Shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote or written
consent; or (c) the contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board of Directors, a committee,
or the Shareholders.
Common or interested Directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction.
For the purposes of Shareholder action pursuant to this section, a conflict
of interest transaction is authorized, approved, or ratified if it receives the
vote of a majority of the shares entitled to be counted under this section.
Shares owned by or voted under the control of a Director who has a relationship
or interest in the transaction may not be counted in a vote of Shareholders to
determine whether to authorize, approve, or ratify the transaction. A majority
of the shares, whether or not present, that are entitled to be counted in the
vote on the transaction constitutes a quorum for the purpose of taking action
thereon.
13. Compensation of Directors. The Board of Directors may fix the
compensation of Directors. Each Director may be paid a stated salary as such or
a fixed sum for the attendance at meetings of the Board of Directors or any
committee thereof, or both, and may be reimbursed for his expenses of attendance
at each such meeting. The Board of Directors may also pay to each Director
rendering services to the Corporation not ordinarily rendered by Directors, as
such, special compensation appropriate to the value of such services, as
determined by the Board of Directors from time to time. None
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of these payments shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation therefor. The Board of Directors
may determine the compensation of a Director who is also an Officer for service
as an Officer as well as for service as a Director.
14. Resignations. A Director may resign at any time by delivering written
notice to the Board of Directors or its Chairman or 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, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.
15. Removal of Directors. The Shareholders may remove one or more
Directors with or without cause. If a Director is elected by a voting group of
Shareholders, only the Shareholders of that voting group may participate in the
vote to remove him. A Director may be removed only if the number of votes cast
to remove him exceeds the number of votes cast not to remove him. A Director may
be removed by the Shareholders at a meeting of the Shareholders, provided the
notice of the meeting states that the purpose, or one of the purposes, of the
meeting is removal of the Director.
16. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy resulting from an 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, whichever acts
first.
Whenever the holders of shares of any voting group are entitled to elect a
class of one or more Directors, vacancies in such class may be filled by the
holders of shares of that voting group or by a majority of the Directors then in
office elected by such voting group or by a sole remaining Director so elected.
If no Director elected by such voting group remains in office, Directors not
elected by such voting group may fill vacancies by the affirmative vote of a
majority of the remaining Directors, though less than a quorum of the Board of
Directors.
A vacancy that will occur at a specific later date may be filled before the
vacancy occurs but the new Director may not take office until the vacancy
occurs.
ARTICLE IV
COMMITTEES
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1. Creation. The Board of Directors may, by resolution adopted by a
majority of the full Board of Directors, designate from among its members an
Executive Committee and one or more other committees each of which, to the
extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, except that no such committee shall have
the authority to: (a) approve or recommend to Shareholders actions or proposals
required by law to be approved by the Shareholders; (b) fill vacancies on the
Board of Directors or any committee thereof; (c) adopt, amend or repeal the
Bylaws; (d) authorize or approve the reacquisition of shares unless pursuant to
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a general formula or method specified by the Board of Directors; (e) 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 to do so
within the limits specifically prescribed by the Board of Directors.
Each committee must have two or more members who serve at the pleasure of
the Board of Directors. The Board of Directors, by resolution adopted by a
majority of the full Board 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.
2. Operation. The sections of these Bylaws that govern meetings, notice
and waiver of notice, quorum and voting, and action without a meeting
requirements of the Board of Directors apply to committees and their members as
well.
ARTICLE V
OFFICERS
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1. Officers. The Officers of the Corporation shall include a President, a
Treasurer and a Secretary. Other Officers may be elected by the Board of
Directors from time to time. A duly elected Officer may appoint one or more
Officers or assistant officers, if authorized to do so by the Board of
Directors. The same individual may simultaneously hold more than one office in
the Corporation.
2. Election and Term of Office. As far as practicable, the Officers of
the Corporation shall be elected at the regular meeting of the Board of
Directors following the annual election of Directors. If the election of
Officers is not held at such meeting, the election shall be held as soon
thereafter as conveniently may be. Each Officer shall hold office until the
regular meeting of the Board of Directors following the annual election of
Directors in the next subsequent year and until his successor shall have been
duly elected and shall have qualified, or until his earlier resignation, removal
from office or death.
3. Resignation and Removal. 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 of Directors 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.
The appointment of an Officer does not itself create contract rights. An
Officer's removal does not affect the Officer's contract rights, if any, with
the Corporation. An Officer's resignation does not affect the Corporation's
contract rights, if any, with the Officer.
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4. Vacancies. A vacancy in any office because of resignation, removal,
death or otherwise, may be filled by the Board of Directors for the unexpired
portion of the term.
5. President. The President shall be the chief executive officer of the
Corporation, and, under the direction of the Board of Directors, shall have
general responsibility for the management and direction of the business,
properties and affairs of the Corporation. He shall have general executive
powers, including all powers required by law to be exercised by a president of a
corporation as such, as well as the specific powers conferred by these Bylaws or
by the Board of Directors.
6. Vice President. In the absence of the President or in the event of his
death, inability or refusal to act, the Vice President, if one has been
appointed or elected (or in the event there be more than one Vice President, the
Vice Presidents in the order designated at the time of their appointment or
election, or in the absence of any designation, then in the order of their
appointment or election), shall perform the duties of the President and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President.
Each Vice President shall have general executive powers as well as the
specific powers conferred by these Bylaws. He shall also have such further
powers and duties as may from time to time be conferred upon, or assigned to,
him by the Board of Directors or the, President.
7. Secretary. The Secretary shall (a) prepare minutes of meetings of the
Board of Directors and Shareholders; (b) authenticate records of the
Corporation; (c) keep the minutes of the proceedings of the Board of Directors
and the Shareholders in one or more books provided for that purpose; (d) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (e) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all documents the execution of which on behalf of the Corporation under its
seal is duly authorized; (f) be the registrar of the Corporation and keep a
register of the post office addresses of all Shareholders that shall be
furnished to the Secretary by the Shareholders; (g) have general charge of the
stock transfer books of the Corporation; and (h) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board of Directors.
8. Treasurer. The Treasurer shall (a) have charge and custody of, and be
responsible for, all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select; and (c) in general perform all of the duties as from time to time may be
assigned to him by the President or by the Board of Directors. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
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9. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
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1. Certificates for Shares. Shares may but need not be represented by
certificates. Unless otherwise provided by law, the rights and obligations of
Shareholders are identical whether or not their shares are represented by
certificates. Certificates representing shares of the Corporation shall be in
such form as shall be determined by the Board of Directors. Each certificate for
shares shall be consecutively numbered or otherwise identified. Each share
certificate must state on its face (a) the name of the Corporation and that the
Corporation is organized under the laws of Florida; (b) the name of the person
to whom issued; and (c) the number and class of shares and the designation of
the series, if any, the certificate represents. Each share certificate (i) must
be signed either manually or in facsimile by the Chairman of the Board of
Directors, if any, the President or a Vice President and the Secretary,
Treasurer or an assistant Secretary or Treasurer and (ii) may bear the corporate
seal or its facsimile.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the designations, relative rights, preferences,
and limitations applicable to each class and the variations in rights,
preferences, and limitations determined for each series must be summarized on
the front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
Shareholder a full statement of this information on request and without charge.
Any certificate representing shares that are restricted as to the sale,
disposition, or other transfer of such shares, shall also state that such shares
are restricted as to transfer and shall set forth or fairly summarize on the
front of back of the certificate, or shall state that the Corporation will
furnish to any Shareholder on request and without charge, a full statement of
such restrictions.
2. Transfer of Shares. If a certificated security in registered form is
presented to the Corporation with a request to register transfer or an
instruction is presented to the Corporation with a request to register transfer,
pledge, or release, the Corporation shall register the transfer, pledge, or
release as requested if: (a) the security is indorsed or the instruction was
originated by the appropriate person or persons; (b) reasonable assurance is
given that those endorsements or instructions are genuine and effective; (c) the
Corporation has no duty as to adverse claims or has discharged the duty; (d) any
applicable law relating to the collection of taxes has been complied with; and
(e) the transfer, pledge, or release is in fact rightful or is to a bona fide
purchaser.
3. Lost, Destroyed or Stolen Certificated Securities. If a certificated
security has been lost, apparently destroyed, or wrongfully taken, and the owner
fails to notify the Corporation of that fact within a reasonable time after he
has notice of it and the
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Corporation registers a transfer of the security before receiving notification,
the owner is precluded from asserting against the Corporation any claim for
registering the transfer or any claim to a new security.
If the owner of a certificated security claims that the security has been
lost, destroyed, or wrongfully taken, the Corporation shall issue a new
certificated security or, at the option of the Corporation, an equivalent
uncertificated security in place of the original security if the owner (a) so
requests before the Corporation has notice that the security has been acquired
by a bona fide purchaser; (b) files with the Corporation a sufficient indemnity
bond; and (c) satisfies any other reasonable requirements imposed by the
Corporation.
ARTICLE VII
BOOKS, RECORDS AND REPORTS
--------------------------
1. Books and Records. The Corporation shall keep as permanent records
minutes of all meetings of its Shareholders and Board of Directors, a record of
all actions taken by the Shareholders or Board of Directors without a meeting,
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. The Corporation
shall maintain accurate accounting records. The Corporation or its agent shall
maintain a record of its Shareholders in a form that permits preparation of a
list of the names and addresses of all Shareholders in alphabetical order by
class of shares showing the number and series of shares held by each. The
Corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.
The Corporation shall keep a copy of the following records: (a) its
Articles or Restated Articles of Incorporation and all amendments to them
currently in effect; (b) its Bylaws or Restated Bylaws and all amendments to
them currently in effect; (c) resolutions adopted by its 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; (d) the minutes of all Shareholders' meetings and
records of all action taken by Shareholders without a meeting for the past three
(3) years; (e) written communications to all Shareholders generally or all
Shareholders of a class or series within the past three (3) years, including the
financial statements furnished for the past three (3) years; (f) a list of the
names and business street addresses of its current Directors and Officers; and
(g) its most recent annual report delivered to the Florida Department of State.
2. Shareholder's Inspection Rights. If a Shareholder gives the
Corporation written notice of his demand at least five (5) business days before
the date on which he wishes to inspect and copy, he is entitled to inspect and
copy, during regular business hours at the Corporation's principal office, any
of the following records: (a) the Corporation's Articles or Restated Articles of
Incorporation and all amendments to them currently in effect; (b) the
Corporation's Bylaws or Restated Bylaws and all amendments to them currently in
effect; (c) resolutions adopted by the Board of Directors creating one or more
classes or series of shares and fixing their relative rights, preferences, and
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limitations, if shares issued pursuant to those resolutions are outstanding; (d)
the minutes of all Shareholders' meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written
communications to all Shareholders generally or all Shareholders of a class or
series within the past three (3) years, including the financial statements
furnished for the past three (3) years; (f) a list of the names and business
addresses of the Corporation's current Directors and Officers; and (g) the
Corporation's most recent annual report delivered to the Florida Department of
State.
If (a) a Shareholder makes a demand for inspection in good faith and for a
proper purpose, (b) he describes with reasonable particularity his purpose and
the records he desires to inspect, (c) the records are directly connected with
his purpose, and (d) he gives the Corporation written notice of his demand at
least five (5) business days before the date on which he wishes to inspect and
copy, he 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: (i) 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
otherwise subject to inspection pursuant to this section; (ii) accounting
records of the Corporation; (iii) the record of Shareholders; and (iv) any other
books and records.
If a Shareholder gives the Corporation written notice of his demand at
least fifteen (15) business days before the date on which he wishes to inspect
and copy, he is entitled to inspect and copy, during regular business hours at a
reasonable location in Florida specified by the Corporation, (a) the
Corporation's Bylaws or Restated Bylaws and all amendments to them currently in
effect and (b) a list of the names and business street addresses of the
Corporation's current Directors and Officers.
3. Annual Reports. On or after January 1 and on or before May 1 of each
year, the Corporation shall deliver to the Florida Department of State for
filing a sworn annual report, on such forms as the Department of State may
prescribe and containing such information as is prescribed by law. Similar
reports shall be filed as required by law in those jurisdictions other than the
State of Florida where the Corporation may be authorized to transact business.
4. Financial Statements. 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 flows
for that year. If financial statements are prepared for the Corporation 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, his report must accompany them. If not, the statements must be
accompanied by a statement
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of the President or the person responsible for the Corporation's accounting
records (a) stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and, if not, describing
the basis of preparation; and (b) 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 request from a Shareholder who was not mailed the
statements, the Corporation shall mail him the latest annual financial
statements.
5. Other Reports to Shareholders. If the Corporation indemnifies or
advances expenses of defense to any Director, Officer, employee, or agent
otherwise 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 such meeting is held, which 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.
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.
ARTICLE VIII
MISCELLANEOUS
-------------
1. Distributions to Shareholders. The Board of Directors may authorize
and the Corporation may make distributions to its Shareholders subject to
restriction by the Articles of Incorporation and the limitations provided by
law. Dividends may be paid in cash, in property, or in shares of stock, subject
to the provisions of the Articles of Incorporation and applicable law.
2. Corporate Seal. The Board of Directors may provide for a corporate
seal, which may be altered at will and used itself or by a facsimile thereof, by
impressing or affixing it or in any other manner reproducing it.
3. Execution of Instruments. All bills, notes, checks, other instruments
for the payment of money, agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies, and other instruments or documents may be signed,
executed, acknowledged, verified, delivered, or
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accepted on behalf of the Corporation by such Officers, employees, or agents of
the Corporation as the Board of Directors may from time to time direct.
4. Indemnification.
The Corporation shall indemnify any person who is or was a Director,
Officer, employee, or agent of the Corporation 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, to the full
extent permitted by law.
The Corporation may 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 section.
ARTICLE IX
AMENDMENTS
----------
The Corporation's Board of Directors may amend or repeal the Corporation's
Bylaws unless: (a) the Articles of Incorporation or law reserves the power to
amend the Bylaws generally or a particular Bylaw provision exclusively to the
Shareholders; or (b) 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 Corporation's Shareholders may amend or repeal the Corporation's Bylaws
even though the Bylaws may also be amended or repealed by its Board of
Directors.
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