Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Wci Communities, Inc. Etal 272 1.46M
2: EX-1.1 Purchase Agreement 50 199K
3: EX-3.1 Certificate of Inc.: Wci Communities as Amended 19 73K
12: EX-3.10 C.O.I.: Wi Ultracorp of Florida, Inc. 1 29K
13: EX-3.11 A.O.I.: Bay Colony of Naples, Inc. 2 32K
14: EX-3.12 A.O.I.: Bay Colony Realty Associates, Inc. 1 26K
15: EX-3.13 A.O.I.: Communities Amenities, Inc. 3 32K
16: EX-3.14 A.O.I.: Communities Home Builders, Inc. 3 32K
17: EX-3.15 A.O.I.: Coral Ridge Communities, Inc. 4 37K
18: EX-3.16 A.O.I.: Coral Ridge Properties, Inc. 7 46K
19: EX-3.17 A.O.I.: Coral Ridge Realty, Inc., as Amended 12 61K
20: EX-3.18 A.O.I.: Coral Ridge Realty Sales, Inc. 9 50K
21: EX-3.19 A.O.I.: Financial Resources Group, Inc. 3 31K
4: EX-3.2 Restated C.O.I.: Bay Colony-Gateway, Inc. 17 77K
22: EX-3.20 A.O.I.: Florida Design Communities, Inc. as Amend 7 44K
23: EX-3.21 A.O.I.: Florida Lifestyle Management Co., as Amndd 10 45K
24: EX-3.22 A.O.I.: Florida National Properties, Inc. 4 36K
25: EX-3.23 A.O.I.: Gateway Communities, Inc. 2 32K
26: EX-3.24 A.O.I.: Gateway Communications Services, Inc. 2 31K
27: EX-3.25 A.O.I.: Gateway Realty Sales, Inc. 3 31K
28: EX-3.26 A.O.I.: Heron Bay, Inc. 4 36K
29: EX-3.27 A.O.I.: Heron Bay Golf Course Properties, Inc. 4 36K
30: EX-3.28 A.O.I.: Jyc Holdings, Inc. 3 33K
31: EX-3.29 A.O.I.: Livingston Naples, Inc., as Amended 4 35K
5: EX-3.3 Certificate of Formation of Communities Finance 4 31K
32: EX-3.30 A.O.I.: Livingston Road, Inc. 3 34K
33: EX-3.31 A.O.I.: Marbella at Pelican Bay, Inc. 3 33K
34: EX-3.32 A.O.I.: Pelican Bay Properties, Inc. 3 34K
35: EX-3.33 A.O.I.: Pelican Landing Communities, Inc. 1 29K
36: EX-3.34 A.O.I.: Pelican Landing Properties, as Amended 9 44K
37: EX-3.35 A.O.I.: Pelican Marsh Properties, Inc. 2 30K
38: EX-3.36 A.O.I.: Sarasota Tower, Inc. 3 33K
39: EX-3.37 A.O.I.: Sun City Center Realty, Inc., as Amended 8 41K
40: EX-3.38 A.O.I.: the Colony at Pelican Landing Golf Club 2 33K
41: EX-3.39 A.O.I.: Tarpon Cove Yacht & Racquet Club, Inc. 5 40K
6: EX-3.4 C.O.I.: First Fidelity Title, Inc. 12 62K
42: EX-3.40 A.O.I.: Tarpon Cove Realty, Inc. 2 30K
43: EX-3.41 A.O.I.: Watermark Pools, Inc. 3 33K
44: EX-3.42 A.O.I.: Watermark Realty Referral, Inc., as Amndd 5 38K
45: EX-3.43 A.O.I.: Wci Communities Property Management, Inc. 3 33K
46: EX-3.44 A.O.I.: Wci Golf Group, Inc. 3 34K
47: EX-3.45 A.O.I.: Wci Homes, Inc. 3 33K
48: EX-3.46 A.O.I.: Wci Realty, Inc. 2 30K
49: EX-3.47 A/R By-Laws: Wci Communities, Inc. 14 74K
50: EX-3.48 A/R By-Laws: Bay Colony-Gateway, Inc. 29 82K
51: EX-3.49 Limited Liability Co Agreement: Comm Fin Co, LLC 10 60K
7: EX-3.5 Certificate of Formation of Panther Developments 3 31K
52: EX-3.50 By-Laws of First Fidelity Title, Inc. 28 75K
53: EX-3.51 Limited Liability Co Agreement: Panther Develop 9 61K
54: EX-3.52 By-Laws of Pelican Landing Golf Resort Ventures 13 72K
55: EX-3.53 By-Laws of Sun City Center Golf Properties, Inc. 16 74K
56: EX-3.54 By-Laws of Tiburon Golf Ventures, Inc. 12 63K
57: EX-3.55 By-Laws of Watermark Realty, Inc. 16 74K
58: EX-3.56 By-Laws of Wi Ultracorp of Florida, Inc. 10 59K
59: EX-3.57 By-Laws of Bay Colony of Naples, Inc. 14 74K
60: EX-3.58 By-Laws of Bay Colony Realty Associates, Inc. 10 52K
61: EX-3.59 By-Laws of Communities Amenities, Inc. 7 51K
8: EX-3.6 C.O.I.: Pelican Landing Golf Resort Ventures, Inc. 4 40K
62: EX-3.60 By-Laws of Communities Home Builders, Inc. 7 51K
63: EX-3.61 By-Laws of Coral Ridge Communities, Inc. 7 50K
64: EX-3.62 By-Laws of Coral Ridge Properties, Inc. 18 50K
65: EX-3.63 By-Laws of Coral Ridge Realty, Inc. 11 54K
66: EX-3.64 By-Laws of Coral Ridge Realty Sales, Inc. 10 55K
67: EX-3.65 By-Laws of Financial Resources Group, Inc. 14 74K
68: EX-3.66 By-Laws of Florida Design Communities, Inc. 16 71K
69: EX-3.67 A/R By-Laws of Florida Lifestyle Management Co 25 64K
70: EX-3.68 By-Laws of Florida National Properties, Inc. 7 50K
71: EX-3.69 By-Laws of Gateway Communities, Inc. 27 72K
9: EX-3.7 C.O.I.: Sun City Center Golf Properties, Inc. 7 47K
72: EX-3.70 By-Laws of Gateway Communications Services, Inc. 16 69K
73: EX-3.71 By-Laws of Gateway Realty Sales, Inc. 13 71K
74: EX-3.72 By-Laws of Heron Bay, Inc. 7 50K
75: EX-3.73 By-Laws of Heron Bay Golf Course Properties, Inc. 16 74K
76: EX-3.74 By-Laws of Jyc Holdings, Inc. 7 50K
77: EX-3.75 By-Laws of Livingston Naples, Inc. 7 51K
78: EX-3.76 By-Laws of Livingston Road, Inc. 7 50K
79: EX-3.77 By-Laws of Marbella at Pelican Bay, Inc. 7 53K
80: EX-3.78 By-Laws of Pelican Bay Properties, Inc. 11 44K
81: EX-3.79 By-Laws of Pelican Landing Communities, Inc. 7 50K
10: EX-3.8 C.O.I.: Tiburon Golf Ventures, Inc. 4 40K
82: EX-3.80 By-Laws of Pelican Landing Properties, Inc. 16 71K
83: EX-3.81 By-Laws of Pelican Marsh Properties, Inc. 10 52K
84: EX-3.82 By-Laws of Sarasota Tower, Inc. 7 51K
85: EX-3.83 A/R By-Laws of Sun City Center Realty, Inc. 26 65K
86: EX-3.84 By-Laws of the Colony at Pelican Landing Golf Club 21 77K
87: EX-3.85 By-Laws of Tarpon Cove Yacht & Racquet Club, Inc. 27 77K
88: EX-3.86 By-Laws of Tarpon Cove Realty, Inc. 10 52K
89: EX-3.87 By-Laws of Watermark Pools, Inc. 7 50K
90: EX-3.88 By-Laws of Watermark Realty Referral, Inc. 16 74K
91: EX-3.89 By-Laws of Wci Communities Property Management 7 50K
11: EX-3.9 C.O.I.: Watermark Realty, Inc., as Amended 8 40K
92: EX-3.90 By-Laws of Wci Golf Group, Inc. 7 51K
93: EX-3.91 By-Laws of Wci Homes, Inc. 7 51K
94: EX-3.92 By-Laws of Wci Realty, Inc. 11 55K
95: EX-4.1 Indenture 152 669K
96: EX-4.3 Registration Rights Agreement 32 132K
97: EX-5.1 Opinion of Simpson Thacher & Bartlett 6 39K
98: EX-9.1 Investors' Agreement, Dated as of November 30, 98 27 108K
99: EX-9.2 First Amendment to Investors' Agreement 8 49K
100: EX-10.1 Primary Tax Allocation Agreement 12 60K
101: EX-10.2 3rd Con A/R Senior Secured Facilities Credit Agrmt 137 497K
102: EX-10.3 Employment Agreement: Don E. Ackerman 10 54K
103: EX-10.4 Employment Agreement: Alfred Hoffman, Jr. 11 61K
104: EX-12.1 Statement Re Computation of Ratios 1 29K
105: EX-21.1 Subsidiaries 2 30K
106: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 27K
107: EX-23.3 Consent of Kpmg LLP 1 27K
108: EX-25.1 Form T-1 13 60K
109: EX-99.1 Form of Letter of Transmittal 14 95K
110: EX-99.2 Notice of Guaranteed Delivery 3 36K
Exhibit 3.75
BY-LAWS
OF
LIVINGSTON NAPLES, INC.
*****
ARTICLE I. OFFICES OF THE CORPORATION
-------------------------------------
The corporation may have offices in such places within and without the
State of Florida as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II. MEETINGS OF SHAREHOLDERS
------------------------------------
1. Place of Meetings. Annual meetings of shareholders may be held at such
place either within or without the State of Florida as shall be designated from
time to time by the Board of Directors.
2. Time and Business of Annual Meetings. Annual meetings of shareholders,
at which the shareholders by a majority vote shall elect directors as provided
in Section 1 of Article III hereof and shall transact such other business as may
properly be brought before the meeting, shall be held at such date and time as
shall be designated from time to time by the Board of Directors.
3. Calling of Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the Board of Directors, the chairman
of the board, the president, or the holders of not less than one-half of the
shares entitled to vote at the meeting.
4. Quorum. The holders of a majority of the voting power of the shares
issued and outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business.
5. Voting: Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each Common Share
of the Corporation held of record by such shareholder on the record date. When a
quorum is present at any meeting, a majority of the votes cast by those present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
Florida Statutes, a greater vote is required, in which case such express
provision shall govern and control the decision of such question.
6. Action Without a Meeting. Any action to be taken at any meeting of
shareholders of the corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action to
be taken, shall be signed by the holders
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of outstanding shares 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.
ARTICLE III. DIRECTORS
----------------------
1. Number of Directors; Terms. The number of directors which shall
constitute the entire board of directors shall be determined from time to time
by the board of directors. Each director shall be elected by the shareholders
entitled to vote in the election of directors to hold office until the next
annual meeting of shareholders for the election of directors and until his
successor is duly elected and qualifies for until he sooner dies, resigns or is
removed.
2. Vacancies. A vacancy or vacancies in the board of directors shall be
deemed to exist in case of a death, resignation or removal of any director, or
if the shareholders fail at any annual or special meeting of shareholders at
which any director or directors is to be elected to elect the full authorized
number of directors to be voted for at that meeting, or if there are newly
created directorships resulting from any increase in the authorized number of
directors.
Vacancies in the board of directors may be filled by a majority of the
directors then in office (though less than a quorum) or by sole remaining
director and any director so chosen shall hold office only to the next annual
meeting of shareholders for the election of directors. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.
3. Resignation of Directors. Any director may resign at any time by giving
written notice to the board of directors, president or secretary of the
corporation, to take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make it effective.
4. Duties of Board. The business of the corporation shall be managed under
the director of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by the by-laws director or required to be
exercised or done by the shareholders. The board of directors shall cause the
officers of the corporation to keep appropriate records of the proceedings of
shareholders and directors.
5. Annual Meetings. Immediately following each annual meeting of the
shareholders, or at such other time as shall be fixed by the board of directors,
the board of directors shall hold a meeting for the purpose of organization,
election of officers, and the transaction of such other business as they deem
necessary.
6. Regular Meetings. Regular meetings of the board of directors may be held
at such time and place as shall from time to time be determined by the board of
directors and, if so determined, notices thereof need not be given.
7. Special Meetings. Special meetings of the Board of directors may be
called by the chairman of the board, or the president on reasonable notice,
personal or written, to each director; special meetings shall be called by the
president or secretary on like notice on written request of two directors.
Notices of special meetings shall state the place, date and hour of the meeting,
but need not state the purpose for which the meeting is called.
2
8. Quorum; Action. A majority of the number of directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the articles of incorporation. If a quorum shall not be present at
any meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
9. Action of Directors Without a Meeting. Unless otherwise restricted by
the Articles of Incorporation, or the By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a consent in writing setting forth the action
to be taken and signed by all members of the Board of Directors or committee, as
the case may be, is filed with the minutes of proceedings of the Board of
Directors or committee, as the case may be.
10. Meeting Outside of State. The Board of Directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Florida.
11. Telephone Meetings. Unless otherwise restricted by the Articles of
Incorporation, members of the Board of Directors or any committee thereof, may
participate in a meeting of the Board of Directors or any committee thereof by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can simultaneously hear each
other, and participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
12. Removal of Directors. Except as may otherwise be provided by the
Florida Business Corporation Act or the Articles of Incorporation, the entire
Board of Directors or one or more directors may be removed from office, with or
without cause, only by the affirmative vote of the holders of two-thirds of the
shares entitled to vote in the election of directors.
13. Compensation. Directors who are active, salaried employees of the
corporation shall not receive a stated salary as directors. However, directors
who are not active, salaried employees of the corporation may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
and/or a stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV. NOTICES
-------------------
1. Notices to Directors and Shareholders. Whenever, under the provisions of
any statute or of the Articles of Incorporation or the By-Laws, notice is
required to be given to any director or shareholders, such notice shall be given
in person or in writing and personally delivered or sent by first class mail, in
which case such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail, or by some form of electronic
transmission, in which case such notice shall be deemed to be given at the time
when the recipient of such transmission acknowledges its receipt.
2. Waiver of Notice. Whenever any notice is required to be given under the
provisions of any statute or of the Articles of Incorporation or these By-Laws,
a waiver thereof in
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writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Attendance
of any such person at a meeting shall constitute a waiver of notice of such
meeting, except when such person objects, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE V. OFFICERS
-------------------
1. Officers. The officers of the corporation shall be chosen by the
Board of Directors and shall include a president, a secretary and a treasurer.
The Board of Directors may elect or appoint such other officers, one or more
vice presidents, assistant secretaries, assistant treasurers, and agents, as it
shall deem necessary, each of whom shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors and as
are incident to his office. Any two or more offices may be held by the same
person.
2. Compensation. The salaries of all officers and agents of the
corporation, if any, shall be fixed by the Board of Directors.
3. Term; Vacancies. Each officer of the corporation shall hold office until
the next annual meeting of the Board of Directors and until his successor is
chosen and qualifies or until his earlier resignation or removal. Any vacancy
occurring in any office of the corporation shall be filled by the Board of
Directors.
4. Removal and Resignation. Any officer may be removed, either with or
without cause, by the Board of Directors at any regular or special meeting, or,
if a subordinate officer, by an officer upon whom the power of appointment and
removal of subordinate officers has been conferred by the Board of Directors.
Any officer may resign at any time by giving notice to the Board of Directors or
to the president or to the secretary of the corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.
5. President. Subject to the control of the Board of Directors, and to such
powers, if any, as may be given by the Board of Directors to the chairman of the
board, the president shall have general supervision, direction and control of
the business of the corporation and its employees and shall exercise such
general powers of management as are usually vested in the office of the
president of a corporation. The president shall, in the absence of the chairman
of the board, preside, if present, at all meetings of the board of directors and
shareholders, shall be the chief executive officer of the corporation and shall
have such other powers and duties as may from time to time be assigned to him by
the board of directors or prescribed by the by-laws, and, subject thereto, the
powers and duties customary to such office.
6. Vice President. In the absence or disability of the president, the vice
president, if there shall be such an officer, or, if there be more than one, the
vice presidents in the order determined by the president or by the board of
directors (or, if there be no such determination, then in the order of their
election or appointment), shall perform all the duties of the president, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. A vice president (including any executive or
senior vice president) shall have such other powers and perform such other
duties as from tie to time may be assigned to him by the board of directors,
and, subject thereto, the powers and duties customary to his office.
4
7. Secretary. The secretary shall keep or cause to be kept, at the
principal office of the corporation or such other place as the board of
directors may order, a book of minutes of all meetings of directors and of the
shareholders. The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required by the
by-laws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be assigned to him by the Board of Directors or prescribed by the By-Laws,
and, subject thereof, the powers and duties customary to such office.
8. Assistant Secretary. The assistant secretary, if there shall be such an
officer or, if there be more than one, the assistant secretaries in the order
determined by the president (or, if there be no such determination, then in the
order of their election or appointment), shall, in the absence of the secretary
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time assign to
him and, subject thereto, the customary powers and duties of such office.
9. Treasurer. The treasurer shall be responsible for receiving and
disbursing all funds, negotiable instruments, securities and other similar
assets of the corporation, in accordance with established procedures and under
proper authorization, and for safeguarding all assets of the corporation and
shall have such other powers and duties as may from time to time be assigned to
him by the board of directors and, subject thereto, the powers and duties
customary to such office.
ARTICLE VI. SHARE CERTIFICATES
------------------------------
1. Certificate. Every holder of shares in the corporation shall be entitled
to have a certificate signed in the name of the corporation by the chairman,
president or vice president and the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
2. Lost Certificates. The corporation may issue a new certificate or
certificates in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the share certificate to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
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ARTICLE VIII. GENERAL PROVISIONS
--------------------------------
1. Dividends. Dividends upon the capital shares of the corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors pursuant to law at any regular or special meeting.
Dividends may be paid in cash, in property, or in capital shares, subject to the
provisions of the Articles of Incorporation and Florida law. Before payment of
any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves for any proper
purpose which the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
2. Fiscal Year. The fiscal year of the corporation shall be established by
resolution of the Board of Directors from time to time.
3. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
4. Bonds. The Board of Directors from time to time may require from any one
or more of the officers or agents of the corporation that he or they shall give
bond for the faithful performance of duties in such form, in such sum and with
such sureties as said board may determine. The premiums for all such bonds shall
be paid by the corporation.
5. Voting Shares of Other Corporations. Whenever the corporation shall own
shares of another corporation, the chairman, the president, a vice president,
the treasurer or the secretary, acting either in person or by proxy, may
exercise in the name and on behalf of the corporation all voting and
subscription rights thereof, but the Board of Directors may delegate such
authority exclusively to any one or more other persons.
6. Execution of Writings. The Board of Directors may authorize any
director, officer, employee, agent, or attorney to execute and deliver in the
name and on behalf of the corporation, any deed, transfer, easement, note,
mortgage, bond, check, draft, contract or any other instrument, and such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no director, officer, employee, agent, or attorney
shall have any power or authority to bind the corporation, to pledge its credit
or its assets for any purpose or amount, or to execute any document or
instrument whatsoever.
7. Execution of Certificates. Any action taken by the shareholders or the
Board of Directors at any meeting may be certified by the officer whose duty it
is to keep the records thereof or by the officer or person presiding thereat;
and any such certificate shall be conclusive evidence for all purposes that the
action so certified was taken.
8. Articles of Incorporation; By-Laws. The term "articles of incorporation"
as used herein shall mean the original articles of incorporation of the
corporation and any and all amendments, additions, and supplements thereto
adopted by accordance with applicable law. The term "by-laws" as used herein
shall mean the original by-laws of the corporation and any
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and all amendments, additions and supplements thereto adopted in accordance with
applicable law.
9. Amendment by Shareholders and Directors. The By-Laws of the corporation
may be made, amended or repealed only by the affirmative vote of a majority of
the whole Board of Directors or by the affirmative vote of the holders of all of
the capital shares of this corporation.
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