Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Florida Panthers Holdings, Inc Form S-1 85 475K
2: EX-3.1 Amended and Restated Articles of Incorporation 4 13K
3: EX-3.2 By-Laws of the Company 26 71K
4: EX-5.1 Form of Opinion of Akerman Senterfitt 2± 8K
5: EX-10.1 Broward Co. Civic Arena License Agreement 64 266K
11: EX-10.11 Arena Management Agreement 43 108K
6: EX-10.2 Broward Co. Civic Arena Operating Agreement 63 265K
7: EX-10.3 Amendment to Operating and License Agreement 2 13K
8: EX-10.4 Broward Co. Civic Arena Development Agreement 78 284K
9: EX-10.7 Miami Arena Contract 203 577K
10: EX-10.8 First Amendment to Miami Arena Contract 57 158K
12: EX-21.1 Subsidiaries of the Company 1 6K
13: EX-23.1 Consent of Arthur Andersen LLP 1 6K
14: EX-27.1 Financial Data Schedule 1 9K
EXHIBIT 3.2
[FORM OF]
BY-LAWS
OF
FLORIDA PANTHERS HOLDINGS, INC.
TABLE OF CONTENTS
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PAGE
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ARTICLE I. MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 5. Notice of Adjourned Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Voting Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 8. Shareholder Quorum and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 9. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 10. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 11. Voting Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 12. Shareholders' Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 13. Action by Shareholders Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE II. DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. Function . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Duties of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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Section 5. Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Election and Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 10. Quorum and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 11. Director Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 12. Executive and Other Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 13. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 14. Time, Notice and Call of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 15. Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE III. OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3. Removal of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE IV. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE V. STOCK CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 1. Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2. Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3. Transfer of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4. Lost, Stolen, or Destroyed Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE VI. BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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Section 1. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2. Shareholders' Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE VII. DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE VIII. CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE IX. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
BY-LAWS
OF
FLORIDA PANTHERS HOLDINGS, INC.
ARTICLE I.
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the shareholders of this corporation shall be
held at the time and place designated by the Board of Directors of the
corporation. The annual meeting of shareholders for any year shall be held no
later than thirteen months after the last preceding annual meeting of
shareholders. Business transacted at the annual meeting shall include the
election of directors of the corporation.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the shareholders shall be held when directed by
the President or the Board of Directors, or when requested in writing by the
holders of not less than ten percent of all the shares entitled to vote at the
meeting.
SECTION 3. PLACE.
Meeting of shareholders may be held within or without the State of
Florida.
SECTION 4. NOTICE.
Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before
the meeting, either personally or by first-class mail, by or at the
direction of the President, the Secretary, or the officer or persons calling
the meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid.
SECTION 5. NOTICE OF ADJOURNED MEETINGS.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned 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 on the original date of the meeting.
If, however, after the adjournment the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be
given as provided in this section to each shareholder of record on the new
record date entitled to vote at such meeting.
SECTION 6. FIXING RECORD DATE.
For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors shall fix in advance
a date as the record date for any such determination of shareholders, such date
in any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on
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which notice of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting.
SECTION 7. VOTING RECORD.
If the corporation shall have more than five (5) shareholders the
officers or agent having charge of the stock transfer books for shares of the
corporation shall make, prior to each meeting of shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment
thereof, with the address of and the number and class and series, if any, of
shares held by each. The list shall be kept on file at the registered office
of the corporation, at the principal place of business of the corporation or at
the office of the transfer agent or registrar of the corporation and any
shareholder shall be entitled to inspect the list at any time during usual
business hours. The list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholders in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
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SECTION 8. SHAREHOLDER QUORUM AND VOTING.
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. When a
specified item of business is required to be voted on by a class 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.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law. After a
quorum has been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shareholders 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.
SECTION 9. VOTING OF SHARES.
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, unless otherwise provided
for in the Articles of Incorporation of this corporation, or any amendments
thereto, or any certificate of designation filed on behalf of this corporation.
A shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney-in-fact.
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At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors to be elected
at that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the By-Laws
of the corporate shareholder; or, in the absence of any applicable By-Law, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a
certified copy of the By-laws or other instrument of the corporate shareholder.
In the absence of any such designation, or in case of conflicting designation
by the corporate shareholder, the Chairman of the Board, President, and Vice
President, Secretary, and Treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian 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.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
5
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient
to redeem such shares has been deposited with a bank or trust company with
irrevocable instrument and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding
shares.
SECTION 10. PROXIES.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting or a shareholder's duly authorized
attorney-in-fact may authorize another person or persons to act for him by
proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided
by law.
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
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If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
SECTION 11. VOTING TRUSTS.
Any number of shareholders of this corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to
vote or otherwise represent their shares, as provided by law. Where the
counterpart of a voting trust agreement and the copy of the record of the
holders of voting trust certificates has been deposited with the corporation as
provided by law, such documents shall be subject to the same right of
examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney,
at any reasonable time for any proper purpose.
SECTION 12. SHAREHOLDERS' AGREEMENTS.
Two or more shareholders of this corporation may enter an agreement
providing for the exercise of voting rights in the manner provided in the
agreement or relating to any phase of the affairs of the corporation as
provided by law. Nothing therein shall impair the right of this corporation to
treat the shareholders of record as entitled to vote the shares standing in
their names.
A transfer of shares of this corporation whose shareholders have a
shareholder's agreement authorized by this section shall be bound by such
agreement if he takes shares subject to such agreement with notice thereof. A
transferee shall be deemed to have notice of any such agreement if the exercise
thereof is noted on the face or back of the certificate or certificates
representing such shares.
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SECTION 13. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required by law, these By-Laws, or the Articles of
Incorporation of this corporation to be taken at any annual or special meeting
of shareholders of the corporation, or any action which may be taken at any
annual or special meeting of such shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. If any class of shares is entitled to vote thereon as
a class, such written consent shall be required of the holders of a majority of
the shares of each class of shares entitled to vote as a class thereon and of
the total shares entitled to vote thereon.
Within ten days after obtaining such authorization by written consent, notice
shall be given to those shareholders who have not consented in writing. The
notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets for
which dissenters rights are provided by law, 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 further provisions as provided by
law regarding the rights of dissenting shareholders.
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ARTICLE II.
DIRECTORS
SECTION 1. FUNCTION.
All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed under the
direction of, the Board of Directors.
SECTION 2. QUALIFICATION.
Directors need not be residents of this state or shareholders of this
corporation.
SECTION 3. COMPENSATION.
The Board of Directors shall have authority to fix the compensation of
directors.
SECTION 4. DUTIES OF DIRECTORS.
A director shall perform his duties as a director, including his
duties as a member of any committee of the board upon which he may serve, 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.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by one or more
officers or employees of the corporation whom the director reasonably believes
to be reliable and competent in the matters presented, counsel, public
accountants, or other persons as to matters which the director reasonably
believes to be within such person's professional or expert competence, or a
committee of the Board upon which he does not serve, duly designated in
accordance with a provision of the Articles of Incorporation or the By-Laws, as
to matters within its designated authority, which committee the director
reasonably believes to merit confidence.
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A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation and shall be indemnified by the corporation for any and all claims
and/or losses arising out of his service as a director of the Corporation.
SECTION 5. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of its Board
of Directors at which action on any corporate matter is taken shall be presumed
to have agreed, consented to and adopted such corporate action unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
SECTION 6. NUMBER.
The Board of Directors shall consist of one or more members, the exact
number to be determined from time to time by shareholders or the Board of
Directors. The number of directors may be increased or decreased from time to
time by amendment to these By-Laws, but no decrease shall have the effect of
shortening the terms of any incumbent director.
SECTION 7. ELECTION AND TERM.
Each person named in the Articles of Incorporation or by the
incorporator as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
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At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
SECTION 8. VACANCIES.
Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors though less than
a quorum of the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
SECTION 9. REMOVAL OF DIRECTORS.
At a meeting of shareholders called expressly for that purpose, any
director or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.
SECTION 10. QUORUM AND VOTING.
A majority of the number of directors fixed by these By-Laws shall
constitute a quorum for the transaction of business. The act of the majority
of directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
SECTION 11. DIRECTOR CONFLICTS OF INTEREST.
No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of the directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of
the Board of Directors
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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:
The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
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
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 a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
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 committee shall have the authority to:
approve or recommend to shareholders actions or proposals required by
law to be approved by shareholders, designate candidates for the
office of director, for purposes of proxy solicitation or otherwise
fill vacancies on the Board of Directors or any committee thereof,
amend the By-Laws, authorize or approve the reacquisition
12
of shares unless pursuant to a general formula or method specified by
the Board of Directors, or
authorize or approve the issuance or sale of, or any contract to issue
or sell, shares or designate the terms of a series of a class of
shares, except that the Board of Directors, having acted regarding
general authorization for the issuance or sale of shares, or any
contract therefor, and, in the case of a series, the designation
thereof, may, pursuant to a general formula or method specified by the
Board of Directors, by resolution or by adoption of a stock option or
other plan, authorize a committee to fix the terms upon which such
shares may be issued or sold, including without limitation, the price,
the rate or manner of payment of dividends, provisions of redemption,
sinking fund, conversion, voting or preferential rights, and
provisions for other features of a class of shares, or a series of a
class of shares, with full power in such committee to adopt any final
resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of
State.
The Board of Directors, by resolution adopted in accordance with this section,
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.
SECTION 13. PLACE OF MEETINGS.
Regular and special meeting by the Board of Directors may be held
within or without the State of Florida.
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SECTION 14. TIME, NOTICE AND CALL OF MEETINGS.
Regular meetings of the Board of Directors shall be held without
notice at such times as the Board of Directors may fix. Written notice of the
time and place of special meetings of the Board of Directors shall be given to
each director by either personal delivery, telegram or telecopy at least two
days before the meeting or by notice mailed to the director at least five days
before the meeting.
Notice of the 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 waiver of any and all obligations 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, any objection
to the transaction of 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 Board of Directors need be specified in the
notice or waiver of notice of such meeting. 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.
Meetings of the Board of Directors may be called by the chairman of
the Board, by the president of the corporation, or by any two directors.
Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons
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participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 15. ACTION WITHOUT A MEETING.
Any action required to be taken at a meeting of the directors of a
corporation, or any action which may be taken at a meeting of the directors or
a committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, signed by all of the directors, or all
of the members of the committee, as the case may be, is filed in the minutes of
the proceedings of the Board or of the committee. Such consent shall have the
same effect as a unanimous vote.
ARTICLE III.
OFFICERS
SECTION 1. OFFICERS.
The officers of this corporation shall consist of a president,
secretary and treasurer, and may also include one or more vice presidents, each
of whom shall be elected by the Board of Directors at a meeting of directors
following the annual meeting of shareholders of this corporation, and shall
serve until their successors are chosen and qualify. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person. The failure to elect a president, vice
president, secretary, or treasurer shall not affect the existence of this
corporation.
SECTION 2. DUTIES.
The officers of this corporation shall have the following duties:
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The President of the corporation shall be the chief executive and
operating officer of the corporation and have general and active management of
the business affairs of the corporation subject to the direction of the Board
of Directors and shall preside at all meetings.
The Vice President, if one or more is elected or appointed, shall have
all of the duties normally performed by the President when the President is
unable or unavailable to act, by order of seniority. Otherwise, his duties
shall be subject to the direction of the President and the Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records, except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors or
the President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements
and render accounts thereof at the annual meetings of stockholders and whenever
else required by the Board of Directors or the President, and shall perform
such other duties as may be prescribed by the Board of Directors or the
President.
SECTION 3. REMOVAL OF OFFICERS.
Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interest of the
corporation will be served thereby. Any officer or agent elected by the
shareholders may be removed only by vote of the shareholders, unless the
shareholders shall have authorized the directors to remove such officer or
agent. Any vacancy, however occurring, in any office, may be filled by the
Board of Directors, unless the By-Laws shall have expressly reserved such power
to the shareholders.
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Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of
an officer or agent shall not of itself create contract rights.
ARTICLE IV.
INDEMNIFICATION
Any person, his heirs, or personal representative, made, or threatened
to be made, a party to any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative, because
he, his testator, or intestate is or was a director, officer, employee, or
agent of this corporation or serves or served any other corporation or other
enterprise in any capacity at the request of this corporation, shall be
indemnified by this corporation, and this corporation may advance his related
expenses to the full extent permitted by law. In discharging his duty, any
director, officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The foregoing
right if indemnification or reimbursement shall not be exclusive of other
rights to which the person, his heirs, or personal representatives may be
entitled. The corporation may, upon the affirmative vote of a majority of its
board of directors, purchase
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insurance for the purpose of indemnifying these persons. The insurance may be
for the benefit of all directors, officers, or employees.
ARTICLE V.
STOCK CERTIFICATES
SECTION 1. ISSUANCE.
Every holder of shares in this corporation shall be entitled to have a
certificate, representing all shares to which he is entitled. No certificate
shall be issued for any share until such share is fully paid.
SECTION 2. FORM.
Certificates representing shares in this corporation shall be signed
by the President or Vice President and the Secretary or an Assistant Secretary,
if any, and may be sealed with the seal of this corporation or a facsimile
thereof. The signatures of the President or Vice President and the Secretary
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or an employee of the
corporation. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issuance.
In the event the corporation is authorized to issue more than one
class or series, every certificate representing shares issued by this
corporation shall be set forth or fairly summarize upon the face or back of the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, the
designations, preferences, limitations and relative rights of the shares of
each class or series authorized to be issued, and the variations in the
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relative rights and preferences between the shares of each series so far as the
same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of such
restrictions.
Each certificate representing shares shall state upon the face
thereof: the name of the corporation; that the corporation is organized under
the laws of this state; the name of the person or persons to whom issued; the
number and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by
such certificate, or a statement that the shares are without par value.
SECTION 3. TRANSFER OF STOCK.
The corporation shall register a stock certificate presented to it for
transfer if the certificate is properly endorsed by the holder of record or by
his duly authorized attorney, and the signature of such person has been
guaranteed by a commercial bank or trust company or by a member of the New York
or American Stock Exchange.
SECTION 4. LOST, STOLEN, OR DESTROYED CERTIFICATES.
The corporation shall issue a new stock certificate in the place of
any certificate previously issued if the holder of record of the certificate
(a) makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken; (b) requests the issue of a new certificate before the
corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice
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of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or
theft of a certificate; and (d) satisfies any other reasonable requirements
imposed by the corporation.
ARTICLE VI.
BOOKS AND RECORDS
SECTION 1. BOOKS AND RECORDS.
This corporation shall keep correct and complete books and records of
accounts and shall keep minutes of the proceedings of its shareholders, Board
of Directors and committees of directors. This corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders, and the number, class and series, if any, of the
shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS.
Any person who shall have been a holder of record of shares or of
voting trust certificates therefor at least six months immediately preceding
his demand or shall be the holder of record of, or the holder of record of
voting trust certificates for, at least five percent of the outstanding shares
of any class or series of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
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SECTION 3. FINANCIAL INFORMATION.
Not later than four months after the close of each fiscal year, this
corporation shall prepare a balance sheet showing in reasonable detail the
financial condition of the corporation as of the close of its fiscal year, and
a profit and loss statement showing the results of the operations of the
corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
annual balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in
the registered office of the corporation in this state, shall be kept for as
long as the law requires and shall be subject to inspection during business
hours by any shareholder or holder of voting trust certificates, in person or
by agent.
ARTICLE VII.
DIVIDENDS
The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property
or its own shares, to the full extent permitted by law.
ARTICLE VIII.
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the same of the corporation,
the year of incorporation, and the word "seal"; it may be any of a facsimile,
engraved, printed or impression seal.
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ARTICLE IX.
AMENDMENT
These By-Laws may be repealed or amended, and new By-Laws may be
adopted, either by the Board of Directors or the shareholders, but the Board of
Directors may not amend or repeal any by-law adopted by shareholders if the
shareholders specifically provide such by-law shall not be subject to amendment
or repeal by the directors.
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