Exhibit 3.2
BYLAWS
OF
LINIUM FLORIDA, INC.
(a Florida corporation)
ARTICLE I
DEFINITIONS
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As used in these Bylaws, the term:
1.1 "Articles of Incorporation" means the initial articles of incorporation
of the Corporation; as amended, supplemented or restated from time to time.
1.2 "Assistant Secretary" means an Assistant secretary of the Corporation.
1.3 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.
1.4 "Board" means the Board of Directors of the Corporation.
1.5 "Business Corporation Act" means the Florida Business Corporation Act,
Section 607.0101 et seq. of the Florida Statutes, as amended from time to time.
1.6 "Bylaws" means the initial bylaws of the Corporation, as amended,
supplemented or restated from time to time.
1.7 "Chairman" means the Chairman of the Board of the Corporation.
1.8 "Corporation" means Linium Florida, Inc., a Florida corporation.
1.9 "Directors" means the directors of the Corporation.
1.10 "President" means the President of the Corporation.
1.11 "Secretary" means the Secretary of the Corporation.
1.12 "Shareholders" means the shareholders of the Corporation.
1.13 "Treasurer" means the Treasurer of the Corporation.
1.14 "Vice President" means a Vice President of the Corporation.
ARTICLE II
SHAREHOLDERS
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2.1 Place of Meetings. Every meeting of shareholders shall be held at the
office of the Corporation or at such other place within Or without the State of
Florida as shall be specified or fixed in the notice of such meeting or in the
waiver of notice
2.2 Annual Meeting. A meeting of shareholders shall be held annually for
the election of directors and the transaction of any other business that may
come before the meeting, The time and place of the meeting shall be as
determined by the Board and designated in the notice of meeting.
2.3 Special Meetings. A special meeting of shareholders, unless otherwise
prescribed by statute, may be called at any time by the Board, by the Chairman,
by the President or by the holders of not less than ten percent (10%) of the
outstanding shares entitled to vote at any meeting of the shareholders. At any
special meeting of shareholders only such business may be
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transacted as is related to the purpose or purposes of such meeting set forth in
the notice thereof given pursuant to section 2.5 of the Bylaws or in any waiver
of notice thereof given pursuant to section 2.6 of the Bylaws.
2.4 Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or other distribution or 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 Board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than seventy days before the date of
such meeting, nor more than sixty days prior to any other action. If no such
record date is fixed:
(a) the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
day immediately preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day immediately preceding the day on
which the meeting is held.
(b) the record date for determining shareholders entitled to express
consent to corporate action in writing without
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a meeting, when no prior action by the Board is necessary, shall be the day on
which the first written consent is expressed.
(c) the record date for determining shareholders for any purpose other
than those specified in Sections 2.4( a) and 2.4(b) shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.
When a determination of shareholders entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this Section 2.4, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.
2.5 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.4 and 2.6 of the Bylaws, whenever under the Business Corporation Act
or the Articles of Incorporation or the Bylaws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not lease than ten nor more
than sixty days before the date of the meeting, to each shareholder entitled to
notice of or to vote at such meeting. If mailed, such notice sahll be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed, to the shareholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation
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that the notice required by this Section 2.5 has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally called.
If, however, the adjournment is for more than one hundred twenty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
2.6 Waivers of Notice. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the Bylaws, is written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders name be specified in any
written waiver of notice.
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2.7 List of Shareholders. The Secretary shall prepare and make, or cause to
be prepared and made, at least ten days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.
2.8 Quorum of Shareholders; Adjournment. The holders of a majority of the
shares of stock entitled to vote at any meeting of shareholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of Shareholders, it is not broken by the subsequent withdrawal. Of any
shareholder or shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
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2.9 Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with Section 2.4 of the
Bylaws. The provisions of Sections 607.0721, 607.0723, and 607.0724 of the
Business Corporation Act shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares, but the Corporation shall be protected in treating the persons in whose
names shares of capital stock stand on the record of shareholders as owners
thereof for all purposes. At any meeting of shareholders (at which a quorum is
present to organize the meeting) all matters, except as otherwise provided, by
law or by the Articles of Incorporation or by the Bylaws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote thereon,
whether or not a quorum is present when the vote is taken.
2.10 Ballots. All elections of directors shall be by written ballot. In
voting on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by its proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote.
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2.11 Proxies. Every shueho1der entitled to vote at a meeting of
shareholders mat authorize another person or persons to act for him by proxy.
The validity and enforceability of any proxy shall be determined in accordance
with Section 607.0722 of the Business Corporation Act.
2.12 Selection and Duties of Inspectors at Meetings of Shareholders. The
Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, 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 inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
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 shareholders.
ON request of the person presiding
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at the meeting or any shareholder entitled to vote thereat, the inspector or
inspectors shall take a report in writing of any challenges, questions or matter
determined by him or them and execute it a certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as
certified by him or them.
2.13 Organization. At every meeting of shareholders, the Chairman, or in
the absence of the Chairman, The President, or in the absence of both the
Chairman and the President, a Vice President, and in case more than one Vice
President shall be present, that Vice President designated by the Board (or in
the absence of any such designation, the most senior Vice President, base on
age, present) shall act as chairman of the meeting. The Secretary, or in his
absence one of the Assistant Secretaries, shall act as secretary of the meeting.
In case none of the officers above designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority of the votes cast at
such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.
2.14 Order of Business. The order of business at all meetings of
shareholders shall be as determined exclusively by the chairman of the meeting.
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2.15 Action by Shareholders Without a Meeting.
(a) Any action required or permitted to be taken at an annual or
special 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 issued and
outstanding stock entitled to vote thereon having not lees than the a 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. 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 entitled to vote thereon, and delivered to
the corporation by delivery to its principal office. No written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the date of the earliest dated consent delivered in the manner required
by this Section 2.15, written consents signed by the number of holders required
to take action are delivered to the Corporation.
(b) Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
Corporation at principal office.
(c) Within ten days after obtaining authorization by written consent,
notice shall be given to those shareholders who have not consented in writing or
who are not entitled to vote on
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the action. The notice shall fairly summarize the material features of the
authorized action and, if the action is one for which dissenters' rights are
provided by law or the Articles of Incorporation, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with applicable law.
(d) Whenever action is taken pursuant to written consent, the written
consent or consents of the shareholders consenting thereto or the written
reports of the inspectors appointed to tabulate such consents shall be filed
with the minutes of proceeding of shareholders of the Corporation.
ARTICLE III
DIRECTORS
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3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Articles of Incorporation of the Bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and
the management of the Corporation. In addition to the powers expressly conferred
by the Bylaws, the Board may exercise all powers and perform all acts which are
not required, by the Bylaws or the Articles of Incorporation o by law, to be
exercised and performed by the shareholders.
3.2 Nominations for Directors. Nominations for election to the Board may be
made by the Board or by any holder of share of
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any outstanding class of capital stock of the Corporation entitled to vote for
the election of directors. Nominations other than those made by the Board shall
be made by notification in writing delivered to the Secretary not less than
twenty nor more than fifty days prior to any annual or special meeting of
shareholders called for the election of directors; provided, however that if
less than twenty-eight days notice of such meeting is given to shareholders,
such nomination shall be delivered to the Secretary not later than the close of
business on the seventh day following the day on which the notice of such
meeting was mailed to shareholders.
3.3 Number Qualification; Term of Office The Board shall at all times
consist of not less than one nor more than nine persons as the Board shall
determine. Directors need not be shareholders. Each Director shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.
3.4. Election. Directors shall, except as otherwise required by law or by
the Articles of Incorporation, be elected by a plurality of the votes cast at a
meeting of shareholders at which a quorum is present by the holders of shares
entitled to vote in the election.
3.5 Newly Created Directorships and Vacancies. Unless otherwise provided in
the Articles of Incorporation, newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board for any
other reason, including the removal of Directors, shall be filled by vote of a
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majority of the Directors then in office, although less than a quorum, or by a
sole remaining director. A Director elected to fill a vacancy shall be elected
to hold office for a term expiring at the next annual meeting of shareholders,
or until his earlier death, resignation or removal.
3.6 Resignations. Any Director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time therein,
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary' to make it effective.
3.7 Removal of Directors. Any or all of the Directors may be removed be
removed from office at any time, with or without cause, as it provided in
Section 607.0808 of the Business Corporation Act.
3.8 Compensation. Each Director, in consideration of his service as such,
shall be entitled to receive from the Corporation such amount per annum or such
fees for attendance at directors' meetings, or both as the Board may from time
to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each Director
who shall serve as a member of any committee of directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
Section 3.8 shall preclude any Director from
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serving the Corporation or its subsidiaries in any other capacity and receiving
compensation therefore.
3.9 Place and Time of Meetings of the Board. Meetings of the Board, regular
or special, may be held at any place within or without the State of Florida. The
times and places for holding meetins of the Board may be fixed from time to time
by resolution of the Board or (unless contrary to resolution of the Board) in
the notice of the meeting.
3.10 Annual Meeting. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.12
of the Bylaws for special meetings of the Board or in a waiver of notice
thereof.
3.11 Regular Meeting. Regular meetings of the Board may be held at such
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour and same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.
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3.12 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chairman, by the President, or by any two or more Directors.
Notice of each special meeting o the Board shall, if mailed be addressed to each
director at the address designated by him for that purpose or, if none is
designated, at his last known address at least ten days before the date on which
the meeting is to held; or such notice shall be sent to each director at such
address by telegraph, cable, telefax or wireless, or be delivered to him
personally, no later than five days before the date on which such meeting is to
be held. Every such notice shall state the time and place for the meeting but
need not state the purposes of the meeting, except to the extent required by
law. If mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United States post office department. Such mailing shall
be by first class mail.
3.13 Adjourned Meetings. A majority of the Directors present at any meeting
of the Board, including an adjourned meeting whether or not quorum is present,
may adjourn such meeting to another time and place. Notice of any adjourned
meeting of the Board need not be given to any Director, whether or not he was
present at the time of the adjournment. Any business may be transacted at the
adjourned meeting that might have been transacted at the meeting as originally
called.
3.14 Waiver of Notice. Whenever notice is required be given to any Director
or member of a committee of directors under
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any provision of the Business Corporation Act or of the Articles of
Incorporation or Bylaws, a written waiver thereof, signed by the person entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice.
3.15 Organization. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the President, or in the absence
of both, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall not act as secretary at each meeting of the Board.
In case the secretary shall be absent from any meeting of the Board, an
Assistant Secretary shall perform the duties of secretary at such meeting; and
in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.
3.16 Quorum of Directors. A quorum for the transaction of business or of
any specified item of business at any meeting of the Board shall consist of a
majority of the Directors.
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committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of' the Corporation to be affixed to all
papers which may require it; but no such committee shall have "the power or
authority in reference to amending the Articles of Incorporation or Bylaws,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, declaring or
paying any dividend or other distribution 1n respect of the stock of the
Corporation, issuing or selling stock of the Corporation or acquiring issued and
outstanding stock of the corporation.
ARTICLE V
OFFICERS
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5.1 Officers. The Board shall elect as officers, a Chairman, a President, a
Secretary and a Treasurer, and may elect or appoint one or more Vice Presidents
and such other office as it may determine. The Board may use descriptive words
or phrases
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to designate the standing, seniority or area of special competence of the Vice
Presidents elected or appointed by it. Each officer shall hold his office until
his successor is elected and qualified or until his earlier death, resignation
or removal in the manner provided in Section 5.2 of the Bylaws. Any two or more
offices may be held by the same person. The Board may require any officer to
give a bond or other security for the faithful performance of his duties, in
such amount and with such sureties as the Board may determine. All officers as
between themselves and the Corporation shall have such authority and perform
such duties in the management of the Corporation as may be provided in the
Bylaws or as the Board may from time to time determine.
5.2 Removal of Officers Any officer elected or appointed by the Board may
be removed by the Board with or without cause. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.
5.3 Resignations. Any officer may resign at any time by so notifying the
Board the Chairman or the President in writing. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any.
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5.4 Vacancies. A vacancy in any office because of death, resignation,
removal disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.
5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented for
receiving a salary or other compensation by reason of the fact that he is also a
director.
5.6 Chairman. The Chairman shall be the chief executive officer of the
Corporation and shall have general supervision over the business of the
Corporation; subject, however, to the control of Board of any duly authorized
committee of Directors. He shall preside at all meetings of the Shareholders and
of the Board. He may, with the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation. He may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts and or instruments, except in cases where the
signing and executing thereof shall be expressly delegated by the Board or by
the Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed and, in general, he shall
perform all duties incident to the office of Chairman and such other duties as
from to time may be assigned to him by the Board.
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5.7 President. The President shall he the chief operating officer of the
Corporation and shall have general supervision over the day-to-day affairs of
the Corporation, subject, however, to the control of the Chairman, the Board and
any duly authorized committee of directors. The President shall, if the Chairman
shall not be sent, preside at meetings of the shareholders and at meetings of
the Board. He may, with the Secretary or the Treasurer or an Assistant Secretary
or an Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by
the Bylaws to some other officer or agent of the Corporation, or shall he
required by law otherwise to be signed or executed, and, in general, he shall
perform all duties incident to the office of President and such other duties as
from time to time may be assigned to him by the Board.
5.8 Vice Presidents. At the request of the President, or in his absence, at
the request of the Board, the Vice Presidents shall (in such order as may be
designated by the Board, or in the absence of any such designation, in order of
seniority based on age) perform all of the duties of the President and so acting
shall have all the powers of, and be subject to all restrictions upon, the
President. Any Vice President may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. Any
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Vice President may sign and. execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed. Each Vice President
shall perform such other duties as from time to time may be assigned to him by
the Board, by the Chairman or by the President.
5.9 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation; he shall be
custodian of the seal of the Corporation and may seal with the seal of the
corporation, or a facsimi1e thereof, a11 certificates for shares of capital
stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, perform all the
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duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the Board, by the Chairman or by the President.
5.10 Treasurer. The Treasurer shall have charge and custody of and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever: deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the President
or the Board, whenever the Chairman, the President or the Board, respectively,
shall require him so to do, an account of the financial condition of the
corporation and of all his transactions as Treasurer; exhibit at all reasonable
times his books of account and other records to any of the Directors upon
application at the
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office of the Corporation where such books and records are kept; and, in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board, by the
Chairman or by the President; and he may sign with the Chairman, the President
or a Vice president certificates for shares of capital stock of the corporation.
5.11 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and
Assistant Treasurers shall perform such duties as shall be assigned to them by
the Secretary or by the Treasurer, respectively, or by the Board, by the
Chairman or by the President. Assistant Secretaries and Assistant Treasurers
may, with the Chairman, the President or a Vice President, sign certificates for
shares of capital stock of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
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6.1 Execution of Contracts. The Board may authorize any officer, employee
or agent, in the name and on behalf' of the Corporation, to enter into any
contract or execute and satisfy any instrument, and any such authority may be
general or confined to specific instances or otherwise limited.
6.2 Loans. The Chairman, the President or any other officer, employee or
agent authorized by the Bylaws or by the Board may effect loans and advances at
any time for the Corporation from any bank, trust company or other institution
or from any firm, corporation or individual any for such loans and adVances may
make,
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execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances or otherwise
limited.
6. 3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution Of the Board.
6.4 Deposits. The fund of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositories as the Board, the Chairman or the President may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board, the Chairman
or the President.
ARTICLE VII
STOCK AND DIVIDENDS
--------------------
7. 1 Certificates Representing Shares. The shares of capital stock of the
Corporation shall be represented by certificates in such form (consistent with
the provisions of Section 607.0625 of the Business Corporation Act) as shall be
approved by the Board. Such certificates shall be signed by the Chairman; the
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President or a Vice President and by the secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent or registrar other than the corporation itself or its employee. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stack properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall he marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in those name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to
26
receive dividends, to vote as such owner and for all other purposes as respects
the Corporation. No transfer of shares of capital ~tock shall be valid as
against the Corporation, its shareholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.
7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or destruction of the certificate
representing such shares, and. the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate; require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer
27
agents and registrars against any claim that may be made against any of them on
account of the continued existence of any such certificate so alleged to have
been lost, destroyed, stolen or mutilated and against any expense in connection
with such claim.
7.5 Regulations The Board may make such rules and regulations as it may
deem expedient, not inconsistent with the Bylaws or with the Articles of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the transfer
or registration of transfer of capital stock of the Corporation, if permitted by
section 607.0627 of the Business Corporation Act and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted capital stock or any successor or transferee of the holder
including an executor, personal representative, administrator, trustee,
guardian, or other fiduciary entrusted with like responsibility for the person
or estate of the holder Unless noted, conspicuously on the certificate
representing such capital stock, a restriction, even though permitted by section
607.0621 of the Business Corporation Act, shall be ineffective except against a
person with actual knowledge of the restriction. A restriction on the transfer
or registration of transfer of capital stock of the corporation may be imposed
either by the Articles of Incorporation or by an agreement among any number of
shareholders or among such shareholders and the Corporation. No restriction so
imposed shall
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be binding with respect to capital stock issued prior to the adoption of the
restriction unless the holders of such capital stock are parties to an
agreement or voted in favor of the restriction.
7.7 Dividends, Surplus, Etc. Subject to the previsions of the Articles of
Incorporation and of law; the Board may;
(a) declare and pay dividends or make other distributions on the
outstanding shares of capital stock if such amounts and at such time or times
as, in its discretion, the condition of the affairs of the Corporation shall
render it advisable;
(b) use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants or options therefore, in accordance with law,
or any of its bonds, debentures, notes, scrip or other securities or evidences
of indebtedness; and
(c) set aside from time to time out of such surplus or net profits
such sum or sums as, in its discretion, it may think proper as a reserve fund to
meet contingencies, or for equalizing dividends or for the purpose of
maintaining or increasing the property or business of the Corporation, or for
any purpose it may think conducive to the best interests of the Corporation.
ARTICLE VIII
INDEMNIFICATION
---------------
The Corporation shall indemnity and hold harmless its directors, officers,
employees and agents to the fullest extent permitted by the laws of the State of
Florida.
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ARTICLE IX
BOOKS AND RECORDS
------------------
9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and keep minutes of the proceedings of the
shareholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office or at the office or the transfer agent or registrar
of the Corporation a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.
9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account;
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, floppy discs, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the inspection of
the shareholders.
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ARTICLE X
SEAL
----
The Board may adopt a corporate seal which shall be in the form of a circle
and shall bear the full name of the Corporation, the year of its incorporation
and the word "Florida."
ARTICLE XI
FISCAL YEAR
-----------
The fiscal year of the corporation shall be determined, and may be changed,
by resolution of the Board.
ARTICLE XII
SECURITIES OF OTHER ENTITIES
----------------------------
Unless otherwise provided by resolution of the Board, the President may,
from time to time, appoint one or more attorneys or agents of the corporation,
in the name and on behaf of the Corporation, to east the votes which the
corporation may be entitled to cast as a shareholder or otherwise in any
corporation or other entity, any of whose shares or securities may be held by
the Corporation, at meetings of the holders of stock or other securities of such
corporation or other entity, or to consent in writing to any action by any such
corporation or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or other instruments
as he may deem necessary or proper in his discretion; or the President may
himself attend any meeting of the
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holders of the stock or other securities of any such corporation or other entity
and thereat vote or exercise any or all other powers of the Corporation as the
holder of such stock or other securities of such corporation or other entity.
ARTICLE XIII
GENDER
------
As used in these Bylaws, the masculine gender shall extend to and shall
include the feminine and the neuter genders.
ARTICLE XIV
AMENDMENTS
----------
These Bylaws may not be amended, modified, altered, changed or repealed, in
whole or in part, unless such amendment, modification, alteration, change or
repeal is approved by a majority of the Directors at a meeting of the Board at
which a quorum is present.
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Amendment to the Bylaws of
--------------------------
Value Holdings, Inc.
--------------------
Pursuant to a Resolution of the Board of Directors of the corporation so
directing and pursuant to Article XIV of the Bylaws, the Bylaws of the
corporation are hereby amended by adding the following provision:
"2.16 The provisions of Florida Statute 607.0902 (Control Share Acquisition)
shall not apply to the Corporation."
By: /s/ Alison Rosenberg Cohen Date: February 1, 1999
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Alison Rosenberg Cohen,
President