Section 2.02. Special
Meeting.
(1) The
corporation shall hold a special meeting of shareholders:
(a) On
call of its board of directors or the person or persons authorized to do so by the board of directors; or
(b) If
the holders of not less than 10% of all votes entitled to be cast on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose
or purposes for which it is to be held.
(2) Special
shareholders' meetings may be held in or out of the State of Florida at a place stated in or fixed in accordance with a resolution
of the board of directors, or, when not inconsistent with the board of directors' resolution, in the notice of the special meeting.
If no place is stated in or fixed in accordance with these bylaws or in the notice of the special meeting, special meetings shall
be held at the corporation's principal office.
(3) Only
business within the purpose or purposes described in the special meeting notice may be conducted at a special shareholders' meeting.
Section 2.03. Shareholders'
List for Meeting.
(1) After
fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting, in accordance with the Act, or arranged by voting group, with the address of, and the number
and class and series, if any, of shares held by, each.
(2) The
shareholders' list must be available for inspection by any shareholder for a period of ten 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 (subject
to the requirements of Section 607.1602(3)) of the Act), during regular business hours and at his expense, during the period it
is available for inspection.
(3) 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.
Section 2.04. Record
Date.
(1) The
board of directors may set a record date for purposes of determining the shareholders entitled to notice of and to vote at a shareholders'
meeting; however, in no event may a record date fixed by the board of directors be a date preceding the date upon which the resolution
fixing the record date is adopted.
(2) Unless
otherwise fixed by the board of directors, the record date for determining shareholders entitled to demand a special meeting is
the date the first shareholder delivers his demand to the corporation. In the event that the board of directors sets the
record
date for a special meeting of shareholders, it shall not be a date
preceding the date upon which the corporation receives the first demand from a shareholder requesting a special meeting.
(3) If
no prior action is required by the board of directors pursuant to the Act, and, unless otherwise fixed by the board of directors,
the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent
is delivered to the corporation under Section 607.0704 of the Act. If prior action is required by the board of directors pursuant
to the Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business
on the day on which the board of directors adopts the resolution taking such prior action.
(4) Unless
otherwise fixed by the board of directors, the record date for determining shareholders entitled to notice of and to vote at an
annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.
(5) A
record date may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(6) 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 120 days after the date fixed for the original meeting.
Section 2.05. Notice
of Meetings and Adjournment.
(1) The
corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than
10 or more than 60 days before the meeting date. Unless the Act requires otherwise, the corporation is required to give notice
only to shareholders entitled to vote at the meeting. Notice shall be given in the manner provided in Section 607.0141 of the
Act, by or at the direction of the president, the secretary, of the officer or persons calling the meeting. If the notice is mailed
at least 30 days before the date of the meeting, it may be done by a class of United States mail other than first class. Notwithstanding
Section 607.0141, if mailed, such notice shall be deemed to be delivered when deposited in the United Statement mail addressed
to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
(2) Unless
the Act or the articles of incorporation requires otherwise, notice of an annual meeting need not include a description of the
purpose or purposes for which the meeting is called.
(3) Notice
of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(4) If
an annual or special shareholders meeting is adjourned to a different date, time, or place, notice need not be given of the new
date, time, or place if the new date, time or place is announced at the meeting before adjournment is taken, and any business
may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If a new record
date is
or
must be fixed under Section 607.0707 of the Act, however, notice of the adjourned meeting must be given under this section to
persons who are shareholders as of the new record date who are entitled to notice of the meeting.
(5) Notwithstanding
the foregoing, no notice of a shareholders' meeting need be given if: (a) an annual report and proxy statements for two consecutive
annual meetings of shareholders, or (b) all, and at least two checks in payment of dividends or interest on securities during
a 12-month period, have been sent by first-class United States mail, addressed to the shareholder at his address as it appears
on the share transfer books of the corporation, and returned undeliverable. The obligation of the corporation to give notice of
a shareholders' meeting to any such shareholder shall be reinstated once the corporation has received a new address for such shareholder
for entry on its share transfer books.
(6) Shareholders
of any voting group, other persons entitled to vote on behalf of shareholders pursuant to Section 607.0721 of
the Act, attorneys in fact for shareholders, and holders of proxies appointed pursuant to Section 607.0722 of the Act may
participate in any annual or special meeting of shareholders by means of remote communication to the extent the board of directors
authorizes such participation for such voting group. Participation by means of remote communication is subject to such guidelines
and procedures as the board of directors adopts, and must be in conformity with the Act.
Section 2.06. Waiver
of Notice.
(1) A
shareholder may waive any notice required by the Act, 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.
(2) A
shareholder's attendance at a meeting: (a) Waives objection to 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) waives objection
to 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.
ARTICLE
III
Shareholder
Voting
Section 3.01. Voting
Group Defined.
A
"voting group" means all shares of one or more classes or series that under the articles of incorporation or
the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled
by the articles of incorporation or the Act to vote generally on the matter are for that purpose a single voting group.
Section 3.02. Quorum
and Voting Requirements for Voting Groups.
(1) Shares
entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation or the Act provides otherwise, thirty-three and one-third percent
(33⅓ %) entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that
matter.
(2) Once
a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(3) If
a quorum exists, 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 the articles of incorporation or the Act
requires a greater number of affirmative votes.
Section 3.03. Action
by Single and Multiple Voting Groups.
(1) If
the articles of incorporation or the Act provides for voting by a single voting group on a matter, action on that matter is taken
when voted upon by that voting group as provided in Section 3.02 of these bylaws.
(2) If
the articles of incorporation or the Act provides for voting by two or more voting groups on a matter, action on that matter is
taken only when voted upon by each of those voting groups counted separately as provided in Section 3.02 of these bylaws. Action
may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Section 3.04. Shareholder
Quorum and Voting; Greater or Lesser Voting Requirements.
(1) A
majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders,
but in no event shall a quorum consist of less than one-third of the shares entitled to vote. When a specified item of
business
is required to be voted on by a class or series of stock, a majority
of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or
series.
(2) An
amendment to the articles of incorporation that adds, changes or deletes a greater or lesser quorum or voting requirement must
meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and
voting requirements then in effect or proposed to be adopted, whichever is greater.
(3) If
a quorum exists, 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 the Act or the articles of incorporation.
(4) After
a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action
taken at the meeting or any adjournment thereof.
(5) The
articles of incorporation may provide for a greater voting requirement or a greater or lesser quorum requirement for shareholders
(or voting groups of shareholders) than is provided by the Act, but in no event shall a quorum consist of less than one-third
of the shares entitled to vote.
Section 3.05. Voting
for Directors; Cumulative Voting.
(1) Directors
are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is
present.
(2) Each
shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has a right to vote. Shareholders do not have a right
to cumulate their votes for directors unless the articles of incorporation so provide.
Section 3.06. Voting
Entitlement of Shares.
(1) Unless
the articles of incorporation or the Act provides otherwise, each outstanding share, regardless of class, is entitled to one vote
on each matter submitted to a vote at a meeting of shareholders. Only shares are entitled to vote.
(2) The
shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic
or foreign, and the first corporation owns, directly or indirectly, a majority of shares entitled to vote for directors of the
second corporation.
(3) This
section does not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(4) Redeemable
shares are not entitled to vote on any matter, and shall not be deemed to be outstanding, after notice of redemption is mailed
to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank, trust company, or other financial
institution upon an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.
(5) Shares
standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of the corporate shareholder may prescribe or, in the absence of any applicable provision, by such person as the board of directors
of the corporate shareholder may designate. In the absence of any such designation or in case of conflicting designation by the
corporate shareholder, the chairman of the board, the president, any vice president, the secretary, and the treasurer of the corporate
shareholder, in that order, shall be presumed to be fully authorized to vote such shares.
(6) Shares
held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or
by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his
name or the name of his nominee.
(7) Shares
held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may
be voted by him without the transfer thereof into his name.
(8) If
a share or shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting
the same shares, unless the secretary of the corporation is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting have the following
effect:
(a) If
only one votes, in person or in proxy, his act binds all;
(b) If
more than one vote, in person or by proxy, the act of the majority so voting binds all;
(c) If
more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to
vote the share or shares in question proportionally;
(d) If
the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for
purposes of this subsection shall be a majority or a vote evenly split in interest;
(e) The
principles of this subsection shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and
for the purpose of ascertaining the presence of a quorum;
(f) Subject
to Section 3.08 of these bylaws, nothing herein contained shall prevent trustees or other fiduciaries holding shares registered
in the name of a nominee from causing such shares to be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or their fiduciary without the necessity of transferring the shares to the name
of the trustee or other fiduciary.
Section 3.07. Proxies.
(1) A
shareholder, other person entitled to vote on behalf of a shareholder pursuant to Section 3.06 of these bylaws, or attorney in
fact may vote the shareholder's shares in person or by proxy.
(2) 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.
(3) An
appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for up to 11 months unless a longer period is expressly provided in the appointment form.
(4) The
death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before
the proxy exercises his authority under the appointment.
(5) An
appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable
and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (a) a pledgee;
(b) a person who purchased or agreed to purchase the shares; (c) a creditor of the corporation who extended credit to the corporation
under terms requiring the appointment; (d) an employee of the corporation whose employment contract requires the appointment;
or (e) a party to a voting agreement created in accordance with the Act.
(6) An
appointment made irrevocable under this section becomes revocable when the interest with which it is coupled is extinguished and,
in a case provided for in Subsection 5(c) or 5(d), the proxy becomes revocable three years after the date of the proxy or at the
end of the period, if any, specified herein, whichever is less, unless the period of irrevocability is renewed from time to time
by the execution of a new irrevocable proxy as provided in this section. This does not affect the duration of a proxy under subsection
(3).
(7) A
transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence
when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing
the shares or on the information statement for shares without certificates.
(8) Subject
to Section 3.09 of these bylaws and to any express limitation on the proxy's authority appearing on the face of the appointment
form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
(9) If
an appointment form expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place.
Section 3.08. Shares
Held by Nominees.
(1) The
corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is
recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(2) The
procedure may set forth (a) the types of nominees to which it applies; (b) the rights or privileges that the corporation recognizes
in a beneficial owner; (c) the manner in which the procedure is selected by the nominee; (d) the information that must be provided
when the procedure is selected; (e) the period for which selection of the procedure is effective; and (f) other aspects of the
rights and duties created.
Section 3.09. Corporation's
Acceptance of Votes.
(1) If
the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if
acting in good faith is entitled to accept the vote, consent waiver, or proxy appointment and give it effect as the act of the
shareholder.
(2) If
the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect
as the act of the shareholder if: (a) the shareholder is an entity and the name signed purports to be that of an officer or agent
of the entity; (b) the name signed purports to be that of an administrator, executor, guardian, personal representative, or conservator
representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has
been presented with respect to the vote, consent, waiver, or proxy appointment; (c) the name signed purports to be that of a receiver,
trustee in bankruptcy, or assignee for the benefit of creditors of the shareholder and, if the corporation requests, evidence
of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(d) the name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with
respect to the vote,
consent,
waiver, or proxy appointment; or (e) two or more persons are the shareholder as covenants or fiduciaries and the name signed
purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the
co-owners.
(3) The
corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized
to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
(4) The
corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance
or rejection.
(5) Corporate
action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless
a court of competent jurisdiction determines otherwise.
Section 3.10. Action
by Shareholders Without Meeting.
(1) Any
action required or permitted by the Act to be taken at any annual or special meeting of shareholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if the action is taken by the holders of outstanding stock 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 meeting at which all voting groups and 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 of each voting group entitled to
vote thereon, and delivered to the corporation by delivery to its principal office in this state, its principal place of business,
the corporate secretary, or another office or agent of the corporation 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
60 days of the date of the earliest dated consent is 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 by delivery as set forth in this section.
(2) Within
10 days after obtaining such authorization by written consent, notice in accordance with Section 607.0704(3) of the Act must be
given to those shareholders who have not consented in writing.
ARTICLE IV
Board of
Directors and Officers
Section 4.01. Qualifications
of Directors.
Directors
must be natural persons who are 18 years of age or older but need not be residents of the State of Florida or shareholders of
the corporation.
Section 4.02. Number
of Directors.
(1) The
board of directors shall consist of not less than one nor more than nine individuals.
(2) The
number of directors may be increased or decreased from time to time by amendment to these bylaws.
(3) Directors
are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under
Section 4.04 of these bylaws.
Section 4.03. Terms
of Directors Generally.
(1) The
terms of the initial directors of the corporation expire at the first shareholders' meeting at which directors are elected.
(2) The
terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered
under Section 4.04 of these bylaws.
(3) A
decrease in the number of directors does not shorten an incumbent director's term.
(4) The
term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(5) Despite
the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease
in the number of directors.
Section 4.04. Staggered
Terms for Directors.
The
directors of any corporation organized under the Act may, by the articles of incorporation, or by amendment to these bylaws adopted
by a vote of the shareholders, be divided into one, two or three classes with the number of directors in each class being as nearly
equal as possible; the term of office of those of the first class to expire at the annual meeting next ensuing; of the second
class one year thereafter; at the third class two years thereafter; and at each annual election held after such classification
and election, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. If the directors
have staggered terms, then any increase or decrease in the number of directors shall be so apportioned among the classes as to
make all classes as nearly equal in number as possible.
Section 4.05. Vacancy
on Board.
(1) Whenever
a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, it may be
filled by the affirmative vote of a majority of the remaining directors.
(2) A
vacancy that will occur at a specific later date (by reason of a resignation effective at a later date may be filled before the
vacancy occurs but the new director may not take office until the vacancy occurs.
Section 4.06. Compensation
of Directors.
The
board of directors may fix the compensation of directors.
Section 4.07. Meetings.
(1) The
board of directors may hold regular or special meetings in or out of the State of Florida.
(2) A
majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another
time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment
and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
(3) Meetings
of the board of directors may be called by the chairman of the board or by the president.
(4) The
board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through
the 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.
Section 4.08. Action
by Directors Without a Meeting.
(1) Action
required or permitted by the Act to be taken at a board of directors' meeting or committee meeting may be taken without a meeting
if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents
describing the action taken and signed by each director or committee member.
(2) Action
taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective
date.
(3) A
consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 4.09. Notice
of Meetings.
Regular
and special meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
Section 4.10. Waiver
of Notice.
Notice
of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time 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.
Section 4.11. Quorum
and Voting.
(1) A
quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or
these bylaws.
(2) 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.
(3) A
director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when
corporate action is taken is deemed to have assented to the action taken unless:
(a) He
objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting specified business at the
meeting; or
(b) He
votes against or abstains from the action taken.
Section 4.12. Committees.
(1) The
board of directors, by resolution adopted by a majority of the full board of directors, may 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 the Act to be approved by shareholders.
(b) Fill
vacancies on the board of directors or any committee thereof.
(c) Adopt,
amend, or repeal these bylaws.
(d) Authorize
or approve the reacquisition of shares unless pursuant to 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 (or a senior executive officer
of the corporation) to do so within limits specifically prescribed by the board of directors.
(2) The
sections of these bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of
directors apply to committees and their members as well.
(3) Each
committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted
in accordance herewith, 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.
(4) Neither
the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his responsibility
to act in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as
an ordinarily prudent person in a like position would use under similar circumstances.
Section 4.13. Loans
to Officers, Directors, and Employees; Guaranty of Obligations.
Subject
to the compliance with provisions of the Sarbanes-Oxley Act of 2002, the corporation may lend money to, guaranty any obligation
of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, whenever, in the judgment of
the board of directors, such loan, guaranty, or assistance may reasonably be expected to benefit the corporation. The loan, guaranty,
or other assistance may be with or without interest and may be unsecured or secured in such manner as the board of directors shall
approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section shall be deemed
to deny, limit, or restrict the powers of guaranty or warranty of any corporation at common law or under any statute. Loans, guaranties,
or other types of assistance are subject to Section 4.19.
Section 4.14. Required
Officers.
(1) The
corporation shall have such officers as the board of directors may appoint from time to time.
(2) A
duly appointed officer may appoint one or more assistant officers.
(3) The
board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
(4) The
same individual may simultaneously hold more than one office in the corporation.
Section 4.15. Duties
of Officers.
Each
officer has the authority and shall perform the duties set forth in a resolution or resolutions of the board of directors or by
direction of any officer authorized by the board of directors to prescribe the duties of other officers.
Section 4.16. Resignation
and Removal of Officers.
(1) 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.
(2) The
board of directors may remove any officer at any time with or without cause. Any assistant officer, if appointed by another officer,
may likewise be removed by the board of directors or by the officer which appointed him in accordance with these bylaws.
Section 4.17. Contract
Rights of Officers.
The
appointment of an officer does not itself create contract rights.
Section 4.18. General
Standards for Directors.
(1)
A director shall discharge his duties as a director, including his duties as a member of a committee:
(a) In
good faith;
(b) With
the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In
a manner he reasonably believes to be in the best interests of the corporation.
(2) In
discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements
and other financial data, if prepared or presented by:
(a) One
or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters
presented;
(b) Legal
counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional
or expert competence; or
(c) A
committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
(3) In
discharging his duties, a director may consider such factors as the director deems relevant, including 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.
(4) A
director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted
by subsection (2) unwarranted.
(5) 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.
Section 4.19. Director
Conflicts of Interest.
No
contract or other transaction between a corporation and one or more interested directors 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:
(1) 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 transactions by a vote or consent sufficient for the purpose without counting the votes or
consents of such interested directors;
(2) 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
(3) The
contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or
the shareholders.
Common
or interested directors may be counted in determining the presence of a quorum at the meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
For
the purpose of paragraph (2) above, 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 subsection. Shares owned by or voted under the control of a
director who has a relationship or interest in the conflict of interest transaction may not be counted in a vote of shareholders
to determine whether to authorize, approve or ratify a conflict of interest transaction under paragraph (2). The vote of those
shares, however, is counted in determining whether the transaction is approved under other sections of the Act. A majority of
the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes
a quorum for the purpose of taking action under this section.
Section 4.20. Resignation
of Directors.
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.
ARTICLE V
Indemnification
of Directors, Officers, Employees and Agents
Section 5.01. Directors,
Officers, Employees and Agents.
(1) The
corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the
right of, the corporation), by reason of the fact that he 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 liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) The
corporation shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he 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 expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such
person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought,
or any other
court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but
in view
of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
(3) To
the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense
of any proceeding referred to in subsections (1) or (2), or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses actually and reasonably incurred by him in connection therewith.
(4) Any
indemnification under subsections (1) or (2), unless pursuant to a determination by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such
determination shall be made:
(a) By
the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding;
(b) If
such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors
(in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the
proceeding;
(c) By
independent legal counsel:
(i) Selected
by the board of directors prescribed in paragraph (a) or the committee prescribed in paragraph (b); or
(ii) If
a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designed under paragraph (b), selected
by majority vote of the full board of directors (in which directors who are parties may participate); or
(d) By
the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such
quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.
(5) Evaluation
of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons
specified by paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize indemnification.
(6) Expenses
incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
amount if he is ultimately found not to be entitled to indemnification by the corporation pursuant to this section. Expenses incurred
by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.
(7) The
indemnification and advancement of expenses provided pursuant to this section are not exclusive, and the corporation may make
any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under
any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not
be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that
his actions, or omissions to act, were material to the cause of action so adjudicated and constitute:
(a) A
violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;
(b) A
transaction from which the director, officer, employee, or agent derived an improper personal benefit;
(c) In
the case of a director, a circumstance under which the liability provisions of Section 607.0834 under the Act are applicable;
or
(d) Willful
misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation
to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
(8) Indemnification
and advancement of expenses as provided in this section shall continue as, unless otherwise provided when authorized or ratified,
to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person, unless otherwise provided when authorized or ratified.
(9) Notwithstanding
the failure of the corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders
in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply
for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another
court of competent jurisdiction. On receipt of an application, the court, after giving any notice that it considers necessary,
may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:
(a) The
director, officer, employee, or agent if entitled to mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement
of expenses;
(b) The
director, officer, employee, or agent is entitled to indemnification or advancement of expenses, or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or
(c) The
director, officer, employee, or agent is fairly and reasonably entitled to indemnification or advancement of expenses, or both,
in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection
(1), subsection (2) or subsection (7).
(10) For
purposes of this section, the term "corporation" includes, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was
a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, is in
the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(11) For
purposes of this section:
(a) The
term "other enterprises" includes employee benefit plans;
(b) The
term "expenses" includes counsel fees, including those for appeal;
(c) The
term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding;
(d) The
term "proceeding" includes any threatened, pending, or completed action, suit or other type of proceeding, whether
civil, criminal, administrative, or investigative and whether formal or informal;
(e) The
term "agent" includes a volunteer;
(f) The
term "serving at the request of the corporation" includes any service as a director, officer, employee, or agent
of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants
or beneficiaries; and
(g) The
term "not opposed to the best interest of the corporation" describes the actions of a person who acts in good
faith and in a manner he reasonably believes to be in the best interests of the participants and beneficiaries of an employee
benefit plan.
(12) The
corporation shall have power to 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 VI
Office
and Agent
Section 6.01. Registered
Office and Registered Agent.
(1) The
corporation shall have and continuously maintain in the State of Florida:
(a) A
registered office which may be the same as its place of business; and
(b) A
registered agent, who, may be either:
(i) An
individual who resides in the State of Florida whose business office is identical with such registered office; or
(ii) Another
corporation or not-for-profit corporation as defined in Chapter 617 of the Act, authorized to transact business or conduct its
affairs in the State of Florida, having a business office identical with the registered office; or
(iii) A
foreign corporation or not-for-profit foreign corporation authorized pursuant to chapter 607 or chapter 617 of the Act to transact
business or conduct its affairs in the State of Florida, having a business office identical with the registered office.
Section 6.02. Change
of Registered Office or Registered Agent; Resignation of Registered Agent.
(1) The
corporation may change its registered office or its registered agent upon filing with the Department of State of the State of
Florida a statement of change setting forth:
(a) The
name of the corporation;
(b) The
street address of its current registered office;
(c) If
the current registered office is to be changed, the street address of the new registered office;
(d) The
name of its current registered agent;
(e) If
its current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either
on the statement or attached to it) to the appointment;
(f) That
the street address of its registered office and the street address of the business office of its registered agent, as changed,
will be identical;
(g) That
such change was authorized by resolution duly adopted by its board of directors or by an officer of the corporation so authorized
by the board of directors.
ARTICLE VII
Shares,
Options, Dividends and Distributions
Section 7.01. Authorized
Shares.
(1) The
articles of incorporation prescribe the classes of shares and the number of shares of each class that the corporation is authorized
to issue, as well as a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences,
limitations, and relative rights of that class must be described in the articles of incorporation.
(2) The
articles of incorporation must authorize:
(a) One
or more classes of shares that together have unlimited voting rights, and
(b) One
or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive
the net assets of the corporation upon dissolution.
(3) The
articles of incorporation may authorize one or more classes of shares that have special, conditional, or limited voting rights,
or no rights, or no right to vote, except to the extent prohibited by the Act;
(a) Are
redeemable or convertible as specified in the articles of incorporation;
(b) Entitle
the holders to distributions calculated in any manner, including dividends that may be cumulative, non-cumulative, or partially
cumulative;
(c) Have
preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution
of the corporation.
(4) Shares
which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares. Shares which
are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as
preferred shares.
Section 7.02. Terms
of Class or Series Determined by Board of Directors.
(1) If
the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations,
and relative rights (within the limits set forth in Section 7.01) of:
(a) Any
class of shares before the issuance of any shares of that class, or
(b) One
or more series within a class before the issuance of any shares of that series.
(2) Each
series of a class must be given a distinguishing designation.
(3) All
shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series
and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.
(4) Before
issuing any shares of a class or series created under this section, the corporation must deliver to the Department of State of
the State of Florida for filing articles of amendment, which are effective without shareholder action, in accordance with Section
607.0602 of the Act.
Section 7.03. Issued
and Outstanding Shares.
(1) A
corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are
issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(2) The
reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) and to Section
607.06401 of the Act.
(3) At
all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one
or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Section 7.04. Issuance
of Shares.
(1) The
board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit
to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written
contract, or other securities of the corporation.
(2) Before
the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares
to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are validly issued, fully paid, and non-assessable. When it cannot
be
determined that outstanding shares are
fully paid and non-assessable, there shall be a conclusive presumption that such shares are fully paid and non-assessable if the
board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such
shares has not been paid.
(3) When
the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued
therefor are fully paid and non-assessable. Consideration in the form of a promise to pay money or a promise to perform services
is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.
(4) The
corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other
arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase
price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the shares
escrowed or restricted and the distributions credited may be canceled in whole or part.
Section 7.05. Form
and Content of Certificates.
(1) Shares
may but need not be represented by certificates. Unless the Act or another statute expressly provides otherwise, the rights and
obligations of shareholders are identical whether or not their shares are represented by certificates.
(2) At
a minimum, each share certificate must state on its face:
(a) The
name of the issuing corporation and that the corporation is organized under the laws of the State 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.
(3) If
the shares being issued are of 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 (and the authority of the board of directors to determine variations for future 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.
(4) Each
share certificate:
(a) Must
be signed (either manually or in facsimile) by an officer or officers designated by the board of directors, and
(b) May
bear the corporate seal or its facsimile.
(5) If
the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued,
the certificate is nevertheless valid.
(6) Nothing
in this section may be construed to invalidate any share certificate validly issued and outstanding under the Act on July 1, 1990.
Section 7.06. Shares
Without Certificates.
(1) The
board of directors of the corporation may authorize the issue of some or all of the shares of any or all of its classes or series
without certificates. The authorization does not affect shares already represented by certificates until they are surrendered
to the corporation.
(2) Within
a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written
statement of the information required on certificates by the Act.
Section 7.07. Restriction
on Transfer of Shares and Other Securities.
(1) The
articles of incorporation, these bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation
may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect
shares issued before the restriction was adopted unless the holders of such shares are parties to the restriction agreement or
voted in favor of the restriction.
(2) A
restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee
of the holder if the restriction is authorized by this section, and effected in compliance with the provisions of the Act, including
having a proper purpose as referred to in the Act.
Section 7.08. Shareholder's
Pre-emptive Rights.
The
shareholders of the corporation do not have a pre-emptive right to acquire the corporation's unissued shares.
Section 7.09. Corporation's
Acquisition of its Own Shares.
(1)
The corporation may acquire its own shares, and, unless otherwise provided in the articles of incorporation or except as provided
in subsection (4), shares so acquired constitute authorized but unissued shares of the same class but undesignated as to series.
(2) If
the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number
of shares acquired, effective upon amendment of the articles of incorporation.
(3) Articles
of amendment may be adopted by the board of directors without shareholder action, shall be delivered to the Department of State
of the State of Florida for filing, and shall set forth the information required by Section 607.0631 of the Act.
(4) Shares
of the corporation in existence on June 30, 1990, which are treasury shares under Section 607.004(18), Florida Statutes (1987),
shall be issued, but not outstanding, until canceled or disposed of by the corporation.
Section 7.10. Share
Options.
(1) Unless
the articles of incorporation provide otherwise, the corporation may issue rights, options, or warrants for the purchase of shares
of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their
form and content, and the consideration for which the shares are to be issued.
(2) The
terms and conditions of stock rights and options which are created and issued by the corporation, or its successor, and which
entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized by unissued shares,
treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions, or conditions
that preclude or limit the exercise, transfer, receipt, or holding of such rights or options by any person or persons, including
any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other
securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such
rights or options held by any such person or persons or any such transferee or transferees.
Section 7.11. Terms
and Conditions of Stock Rights and Options.
The
terms and conditions of the stock rights and options which are created and issued by the corporation or its successor, and which
entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized but unissued shares,
treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions or conditions
that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons, including
any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other
securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such
rights or options held by any such person or persons or any such transferee or transferees.
Section 7.12. Share
Dividends.
(1) Shares
may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes
or series. An issuance of shares under this subsection is a share dividend.
(2) Shares
of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(a) The
articles of incorporation so authorize,
(b) A
majority of the votes entitled to be cast by the class or series to be issued approves the issue, or
(c) There
are no outstanding shares of the class or series to be issued.
(3) If
the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date
of the board of directors authorizes the share dividend.
Section 7.13. Distributions
to Shareholders.
(1) 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 in subsection (3).
(2) If
the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving
a purchase, redemption, or other acquisition of the corporation's shares), it is the date the board of directors authorizes the
distribution.
(3) No
distribution may be made if, after giving it effect:
(a) The
corporation would not be able to pay its debts as they become due in the usual course of business; or
(b) The
corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit
otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(4) The
board of directors may base a determination that a distribution is not prohibited under subsection (3) either on financial statements
prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or
other method that is reasonable in the circumstances. In the case of any distribution based upon such a valuation, each
such
distribution shall be identified as a distribution based upon a current valuation of assets, and the amount per share paid on
the basis of such valuation shall be disclosed to the shareholders concurrent with their receipt of the distribution.
(5) Except
as provided in subsection (7), the effect of a distribution under subsection (3) is measured;
(a) In
the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:
(i) The
date money or other property is transferred or debt incurred by the corporation, or
(ii) The
date the shareholder ceases to be a shareholder with respect to the acquired shares;
(b) In
the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;
(c) In
all other cases, as of:
(i) The
date the distribution is authorized if the payment occurs within 120 days after the date of authorization, or
(ii) The
date the payment is made if it occurs more than 120 days after the date of authorization.
(6) A
corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity
with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(7) Indebtedness
of the corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations
under subsection (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment
of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each
payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually
made.
Section 7.14 Lost,
Destroyed and Mutilated Certificates.
The
registered owner of any certificated shares of stock of the corporation as reflected in the books and records of the corporation
shall promptly notify the corporation and/or its transfer agent (with a copy to the corporation) in writing of any loss, destruction
or mutilation of the certificate therefor, and the corporation may, or may cause its transfer agent to, issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. The board of directors may,
in its sole discretion, require the registered owner of the shares represented by the lost or destroyed certificate, or his or
her legal representatives, to give the corporation a bond in such sum, limited or unlimited, and in such form and with such surety
or sureties, as the board of directors shall
in its uncontrolled
discretion determine, to indemnify the corporation against any and all
claims that may be made against it and/or its agents on account of the alleged loss or destruction of any such certificate, or
the issuance of such new certificate in replacement therefore. Upon receipt of such indemnification, in its sole discretion the
board of directors may, on the corporation's behalf, indemnity the corporation's transfer agent against any and all claims that
may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of such new certificate
in replacement therefore.
ARTICLE
VIII
Amendment
of Articles and Bylaws
Section
8.01. Authority to Amend the Articles of Incorporation.
(1) The
corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in
the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required
or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(2) A
shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation,
including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Section 8.02. Amendment
by Board of Directors.
The
corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder
action:
(1) To
extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To
delete the names and addresses of the initial directors;
(3) To
delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the
Department of State of the State of Florida;
(4) To
delete any other information contained in the articles of incorporation that is solely of historical interest;
(5) To
change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation
has only shares of that class outstanding;
(6) To
delete the authorization for a class or series of shares authorized pursuant to Section 607.0602 of the Act, if no shares of such
class or series have been issued;
(7) To
change the corporate name by substituting the word "Corporation," "Incorporated," or "Company,"
or the abbreviation "Corp.," Inc.," or Co.," for a similar word or abbreviation in the name, or by adding,
deleting, or changing a geographical attribution for the name; or
(8) To
make any other change expressly permitted by the Act to be made without shareholder action.
Section 8.03. Amendment
of Bylaws by Board of Directors.
The
corporation's board of directors may amend or repeal the corporation's bylaws unless the Act reserves the power to amend a particular
bylaw provision exclusively to the shareholders.
Section 8.04. Bylaw
Increasing Quorum or Voting Requirements for Directors.
(1) A
bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(a) If
originally adopted by the shareholders, only by the shareholders;
(b) If
originally adopted by the board of directors, either by the shareholders or by the board of directors.
(2) A
bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(3) Action
by the board of directors under paragraph (1)(b) to adopt or amend a bylaw that changes the quorum or voting requirement for the
board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum
and voting requirement then in effect or proposed to be adopted, whichever is greater.
ARTICLE IX
Records
and Reports
Section 9.01. Corporate
Records.
(1) The
corporation shall keep as permanent records minutes of al 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.
(2) The
corporation shall maintain accurate accounting records.
(3) 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.
(4) The
corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable
time.
(5) 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 the board of directors creating one or more classes or series of shares and finding 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 years;
(e) Written
communications to all shareholders generally or all shareholders of a class or series within the past three years, including the
financial statements furnished for the past three 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 Department of State of the State of Florida.
Section 9.02. Financial
Statements for Shareholders.
(1) 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.
(2) 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 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.
(3) 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.
Section 9.03. Other
Reports to Shareholders.
(1) If
the corporation indemnifies or advances expenses 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.
(2) 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.
Section 9.04. Annual
Report for Department of State.
(1) The
corporation shall deliver to the Department of State of the State of Florida for filing a sworn annual report on such forms as
the Department of State of the State of Florida prescribes that sets forth the information prescribed by Section 607.1622 of the
Act.
(2) Proof
to the satisfaction of the Department of State of the State of Florida on or before July 1 of each calendar year that such report
was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, shall be deemed in compliance
with this requirement.
(3) Each
report shall be executed by the corporation by an officer or director or, if the corporation is in the hands of a receiver or
trustee, shall be executed on behalf of the corporation by such receiver or trustee, and the signing thereof shall have the same
legal effect as if made under oath, without the necessity of appending such oath thereto.
(4) Information
in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(5) Any
corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain
or defend any action in any court of this state until such report is filed and all fees and taxes due under the Act are paid and
shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in the Act.
ARTICLE X
Miscellaneous
Section 10.01. Definition
of the Act.
All
references contained herein to the "Act" or to sections of the Act shall be deemed to be in reference to the
Florida Business Corporation Act.
Section 10.02. Application
of Florida Law.
Whenever
any provision of these bylaws is inconsistent with any provision of the Act, as it may be amended from time to time, then in such
instance Florida law shall prevail.
Section 10.03. Fiscal
Year.
The
fiscal year of the corporation shall be determined by resolution of the board of directors.
Section 10.04. Conflicts
with Articles of Incorporation.
In
the event that any provision contained in these bylaws conflicts with any provision of the corporation's articles of incorporation,
as amended from time to time, the provisions of the articles of incorporation shall prevail and be given full force and effect,
to the full extent permissible under the Act.
Section 10.05.
Emergency By-Laws.
In
the event of an emergency, as currently or hereafter defined or described under Section 607.02.07 of the Act, and if there are
no officers or directors in office or serving based on death, incapacity or resignation, the corporation, acting through shareholders
representing a majority in interest of shares and who purport to be shareholders of the corporation, shall have a right to designate
one or more persons to serve as director or directors of the corporation until formal procedures can be established in order to
elect a director or directors to serve on the board of directors of the corporation. In the event the number of shareholders shall
ultimately be determined not to be a majority in interest of the shareholder interest of the corporation, the actions taken by
such shareholders, on the good faith belief that they are acting as a majority in interest of the shareholders of the corporation,
shall be deemed valid and proper.
Section 10.06. Forum
for Adjudication of Disputes.
Unless
the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed
by any director, officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii)
any action asserting a claim arising pursuant to any provision of the Act, or (iv) any action asserting a claim governed by the
internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation
in the State of Florida is established, in all cases subject to the court’s having personal jurisdiction over the indispensable
parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of
the corporation shall be deemed to have notice of and consented to the provisions of this Section 10.06 of Article X.