EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS
OF
ODYSSEY MARINE EXPLORATION, INC.
(A Nevada corporation)
ARTICLE I - STOCKHOLDERS
1. Certificates Representing Stock. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or one of the Co-Chairmen of the Board of
Directors, if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation or by agents designated by the Board of
Directors, certifying the number of shares owned by him in the corporation
and setting forth any additional statements that may be required by the
Nevada Business Corporation Act. If any such certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk or by a
registrar other than the corporation, a facsimile of the signature of any
such officers or agents designated by the Board may be printed or
lithographed upon such certificate in lieu of the actual signatures. In case
any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation before such
certificate or certificates shall have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer or
officers of the corporation.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever
the corporation shall issue any shares of special stock, the certificates
representing shares of any such class or series or of any such special stock
shall set forth thereon the statements prescribed by the Nevada Business
Corporation Act. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed and the Board of Directors may require the owner of any lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any new certificate.
2. Fractional Share Interests. The corporation shall not be obliged to
but may execute and deliver a certificate for or including a fraction of a
share. In lieu of executing and delivering a certificate for a fraction of a
share, the corporation may pay to any person otherwise entitled to become a
holder of a fraction of a share an amount in cash specified for such purpose
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as the value thereof in the resolution of the Board of Directors, or other
instrument pursuant to which such fractional share would otherwise be issued,
or, if not specified therein, then as may be determined for such purpose by
the Board of Directors of the issuing corporation; or may execute and deliver
registered or bear scrip over the manual or facsimile signature of an officer
of the corporation or of its agent for that purpose, exchangeable as therein
provided for full share certificates, but such scrip shall not entitle the
holder to any rights as a stockholder except as therein provided. Such scrip
may provide that it shall become void unless the rights of the holders are
exercised within a specified period and may contain any other provisions or
conditions that the corporation shall deem advisable. Whenever any such
scrip shall cease to be exchangeable for full share certificates, the shares
that would otherwise have been issuable as therein provided shall be deemed
to be treasury shares unless the scrip shall contain other provisions for
their disposition.
3. Stock Transfers. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed
and filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for
such shares of stock properly endorsed and the payment of all taxes, if any,
due thereon.
4. Record Date for Stockholders. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the directors may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the date on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the date on which the meeting is held; the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of directors is
necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
5. Meaning of Certain Terms. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent to dissent in writing in lieu of a
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meeting, as the case may be, the term "share" or "shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is authorized to issue only
one class of shares of stock, and said reference is also intended to include
any outstanding share or shares of stock and any holder or holders of record
of outstanding shares of stock of any class upon which or upon whom the
Articles of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the Nevada
Business Corporation Act confers such rights notwithstanding that the
Articles of Incorporation may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of
an increase or a decrease in the authorized number of shares of stock of any
class or series which is otherwise denied voting rights under the provisions
of the Articles of Corporation.
6. Stockholder Meetings.
Time. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization
of the corporation, and each successive annual meeting shall be held on a
date within thirteen months after the date of the preceding annual meeting.
A special meeting shall be held on the date and at the time fixed by the
directors.
Place. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal office of the corporation in the State
of Nevada.
Call. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
Notice or Waiver of Notice. Notice of all meetings shall be in
writing and signed by the President or a Vice-President, or the Secretary, or
an Assistant Secretary, or by such other person or persons as the directors
shall designate. Such notice shall state the purpose or purposes for which
the meeting is called and the time when, and the place, where it is to be
held. A copy of such notice shall be either delivered personally to, or
shall be mailed postage prepaid, to each stockholder not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to
a stockholder at his address as it appears upon the records of the
corporation. Any stockholder may waive notice of any meeting by a writing
signed by him, or his duly authorized attorney, either before or after the
meeting; and whenever notice of any kind is required to be given under the
provisions of the Nevada Business Corporation Act, a waiver thereof in
writing and duly signed whether before or after the time stated therein,
shall be deemed equivalent thereto.
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Conduct of Meeting. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Co-Chairmen of
the Board, if any, the President, a Vice-President, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by
the stockholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairman of the
meeting shall appoint a secretary of the meeting.
Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy appointed by an instrument in
writing in all matters in which a stockholder is entitled to participate,
whether by voting or participating at a meeting, or expressing consent or
dissent without a meeting. Every proxy must be executed by the stockholder
or by his attorney-in-fact. No proxy shall be valid after the expiration of
six months from the date of its creation, unless coupled with an interest or
unless the stockholder specifies in it therein the length of time for which
it is to continue in force, which in no case shall exceed seven years from
the date of its creation.
Inspectors. The directors, in advance of any meeting, may, but
need not, appoint one or more inspectors of election to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his
ability. The inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the
meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
Quorum. The holders of a majority of the outstanding shares of
stock or of the voting power, as the case may be, shall constitute a quorum
at a meeting of stockholders for the transaction of any business unless the
action to be taken at the meeting shall require a different proportion. The
stockholders present may adjourn the meeting despite the absence of a quorum.
Voting. Each share of stock shall entitle the holder thereof to
one vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action shall be authorized by a majority of the votes cast
except where the Nevada Business Corporation Act, the Articles of
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Incorporation, or these Bylaws prescribe a different percentage of votes
and/or a different exercise of voting power. In the election of directors,
voting need not be by ballot; and, except as otherwise may be provided by the
Nevada Business Corporation Act, voting by ballot shall not be required for
any other action.
7. Stockholder Action Without Meetings. Except as may otherwise be
provided by the Nevada Business Corporation Act, any action required or
permitted to be taken by the vote of stockholders at a meeting, may be taken
without a meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power; provided that if a different
proportion of voting power is required for such action at a meeting, then
that proportion of written consents shall be required. In no instance where
action is authorized by written consent need a meeting of stockholders be
called or notice given. The written consent must be filed with the minutes
of the proceedings of the stockholders. Any written consent shall be subject
to the requirements of Section 78.320 of the Nevada Business Corporation Act
and of any other applicable provision of law.
ARTICLE II - DIRECTORS
1. Functions and Definition. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation.
The Board of Directors shall have authority to fix the compensation of the
members thereof for services in any capacity. The use of the phrase "whole
Board" herein refers to the total number of directors which the corporation
would have if there were no vacancies.
2. Qualifications and Number. Each director must be at least 18 years
of age. A director need not be a stockholder or a resident of the State of
Nevada. The number of directors constituting the Board of Directors shall be
determined and may be increased or decreased, to not less than one director,
by resolution of the Board of Directors.
3. Election and Term. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of the Nevada
Business Corporation Act. The first Board of Directors shall hold office
until the first election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the
corporation. Thereafter, directors who are elected at an election of
directors by stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the
next election of directors by stockholders and until their successors are
elected and qualified or until their earlier resignation or removal. In the
interim between elections of directors by stockholders, newly created
directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause
by the stockholders and not filled by said stockholders, may be filled by the
vote of a majority of the remaining directors then in office, although less
than a quorum, or by the sole remaining director.
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4. Meetings.
Time. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the director may conveniently assemble.
Place. Meetings shall be held at such place within or without the
State of Nevada as shall be fixed by the Board.
Call. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Co-Chairmen of the board,
if any, or the President, or of a majority of the directors in office.
Notice or Actual or Constructive Waiver. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of
the directors thereat. Notice if any need not be given to a director or to
any member of a committee of directors who submits a written waiver of notice
signed by him before or after the time stated therein.
Quorum and Action. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon
a majority of the directors in office shall constitute a quorum, provided,
that such majority shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as the Articles of
Incorporation or these Bylaws may otherwise provide, and except as otherwise
provided by the Nevada Business Corporation Act, the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the Nevada Business
Corporation Act and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such committee,
as the case may be, by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting hear
each other. Participation in a meeting by said means shall constitute
presence in person at any such meeting. Each person participating in a
meeting by such means shall sign the minutes thereof.
Chairman of the Meeting. The Chairman of the Board, if any, and if
present and acting, shall preside at all meetings. Otherwise, the Co-
Chairmen of the Board, if any, and if present and acting, or one of the Co-
Chairmen, if only one is present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. Removal of Directors. Any or all of the directors may be removed
for cause or without cause by the holders of at least two thirds of the
voting power of the outstanding stock of the corporation. One or more of the
directors may be removed for cause by the Board of Directors.
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6. Committees. Whenever its number consists of two or more, the Board
of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation and each committee to have such powers and
duties as the Board shall determine. Any such committee, to the extent
provided in the resolution or resolutions of the Board, shall have and may
exercise the powers and authority of the Board of Directors in the management
of the business and affairs of the corporation and may authorize the seal or
stamp of the corporation to be affixed to all papers on which the corporation
desires to place a seal or stamp.
7. Written Action. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all the members of the Board or committee, as the case
may be. The written consent must be filed with the minutes of proceedings of
the Board or committee.
ARTICLE III - OFFICERS
1. Officers. The corporation shall have a President, a Secretary, a
Treasurer, a Resident Agent, and, if deemed necessary, expedient or desirable
by the Board of Directors, a Chairman of the Board or Co-Chairmen of the
Board, a Chief Executive Officer, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers, agents and factors with such
titles as the resolution choosing them shall designate. Each of any such
officers, agents and factors shall be chosen by the Board of Directors or
chosen in the manner determined by the Board of Directors.
2. Qualifications. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, or Co-Chairmen of the Board, if any, need be a director.
Any two or more offices may be held by the same person, as the
directors may determine.
3. Term of Office. Unless otherwise provided in the resolution
choosing him, each officer, except the Resident Agent, shall be chosen for a
term which shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor
shall have been chosen and qualified. The Resident Agent shall serve until
his or its successor shall have been chosen and qualified.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors
or in the manner determined by the Board.
4. Duties and Authority. All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
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such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
In the event that Co-Chairmen are elected, instead of a unitary Chairman, and
if there are two or more Co-Chairmen, they shall constitute an "Office of the
Chairman of the Board." The decision of any individual Co-Chairman on matters
within their authority may be overruled by a majority vote of the Co-Chairmen
then in Office if there are three or more Co-Chairmen. If there are two Co-
Chairmen and they are unable to agree on a decision, or if a deadlock in the
vote of the Co-Chairmen as to a decision otherwise exists, the decision shall
be referred to the full Board of Directors for resolution.
ARTICLE IV - CORPORATE OPPORTUNITY
The officers, directors and other members of management of this
Corporation shall be subject to the doctrine of "corporate opportunities"
only insofar as it applies to business opportunities in which this
Corporation has expressed an interest as determined from time to time by this
Corporation's board of directors as evidenced by resolutions appearing in the
Corporation's minutes. Once such areas of interest are delineated, all such
business opportunities within such areas of interest which come to the
attention of the officers, directors, and other members of management of this
Corporation shall be disclosed promptly to this Corporation and made
available to it. The Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other member of
management may avail himself of such opportunity. Until such time as this
Corporation, through its board of directors, has designated an area of
interest, the officers, directors and other members of management of this
Corporation shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the rights of any officer, director or
other member of management of this Corporation to continue a business
existing prior to the time that such area of interest is designated by the
Corporation. This provision shall not be construed to release any employee
of this Corporation (other than an officer, director or member of management)
from any duties which he may have to this Corporation.
ARTICLE V - PRINCIPAL AND REGISTERED OFFICES
Initially, the principal office and place of business of the corporation
will be located in the State of Florida at 3507 Frontage Road, Suite 100,
Tampa, Florida 33607. The Company's registered office in the State of Nevada
is located at The Corporation Trust Company of Nevada, 1 East First Street,
Reno, Nevada 89501. Other offices and places of business may be established
from time to time by resolution of the Board of Directors or as the business
of the corporation may require.
The corporation shall maintain at said registered office a copy of its
Articles of Incorporation, and all amendments thereto, and a copy of these
Bylaws, and all amendments thereto, as certified by the Secretary of the
corporation. The corporation shall also keep at said registered office a
stock ledger or a duplicate stock ledger, revised annually, containing the
names, alphabetically arranged, of all persons who are stockholders of the
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corporation, showing their places of residence, if known, and the number of
shares held by them respectively or a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the present and
complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is maintained.
ARTICLE VI - CORPORATE SEAL OR STAMP
The Corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall be January 1 through December
31 of each year.
ARTICLE VIII - CONTROL OVER BYLAWS
The power to amend, alter and repeal these Bylaws and to make new Bylaws
shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Amended and Restated Bylaws of Odyssey Marine Exploration, Inc., a Nevada
corporation, as in effect on the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated this 24th day of February, 2006.
/s/ David Morris
(SEAL) David Morris, Secretary
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