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
EX-3.73 — By-Laws of Heron Bay Golf Course Properties, Inc.
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Exhibit 3.73
BY-LAWS
OF
HERON BAY GOLF COURSE PROPERTIES, INC.
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings: The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held at such hour and on such day
during the month of April in each year as the Directors by resolution shall
determine.
Section 1.02. Special Meetings: Special meetings of the stockholders
may be called at any time by the President or, in his absence or disability, by
any Vice President; or by the Board of Directors; and shall be immediately
called by the President, or, in his absence or disability, by a Vice President,
or by the Secretary, upon the written request of persons holding of record in
the aggregate a majority in amount of the outstanding shares of stock of HERON
BAY GOLF COURSE PROPERTIES, INC. (hereinafter referred to as the "Corporation")
at the time entitled to vote for the election of directors, such written request
to state the purpose or purposes of the meeting and to be delivered to the
President, such Vice President or the Secretary. In case of failure to call such
meeting within twenty (20) days after such request, such stockholder or
stockholders may call the same and the called meeting shall be held on the
thirtieth (30th) day after the delivery of the written request to the President
or Vice President or Secretary of the Corporation. If the thirtieth (30th) day
falls on a Sunday or legal holiday, said meeting shall be held on the next
succeeding day if not a Sunday or legal holiday.
Section 1.03. Place of Meetings: All annual meetings of the
stockholders shall be held at the principal office of the Corporation, or at
such other place as shall be specified in the notices or waivers of notice
thereof. All other meetings of the stockholders shall be held at such places as
shall be specified in the respective notices or waivers of notice thereof.
Section 1.04. Notice of Meetings: The Secretary or an Assistant
Secretary shall cause notice of the time, place and purpose or purposes of each
meeting of the stockholders (whether annual or special) to be mailed, at least
ten (10) days, but not more than sixty (60) days, prior to the meeting, to each
Page 1 of 16
stockholder of record entitled to vote at his post office address as the same
appears on the books of the Corporation at the time of such mailing. Notice of
any meeting of stockholders need not be given to any stockholder who shall sign
a waiver of such notice in writing, whether before, at or after the time of such
meeting. No notice of any adjourned meeting of the stockholders (other than an
announcement made at the meeting originally called) need be given.
Section 1.05. Statutory Exceptions Not Limited: Nothing contained in
these By-Laws shall be construed to limit in any way the applicability to any
annual or special meeting of the stockholders of any statute at the time in
force which would validate, by virtue of the presence thereat and written
consent of the holders of a specified percentage of shares of stock, or
otherwise, the acts of such meeting, notwithstanding the particular manner or
extent of the call or notice thereof.
Section 1.06. Quorum: Except as at the time otherwise authorized or
required by statute, by the Corporation's Articles of Incorporation or by these
By-Laws, the presence at any meeting of the stockholders, in person or by proxy,
of the holders of record of shares of stock entitled to vote at the meeting
aggregating at least a majority of the total number of shares of stock then
issued and outstanding and entitled to vote at the meeting, shall be necessary
and sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, a majority in interest of the stockholders entitled to vote
at the meeting and present thereat in person or by proxy, or, if no stockholder
entitled to vote is present thereat in person or by proxy, any officer present
thereat entitled to preside or act as Secretary of such meeting, may adjourn the
meeting sine die or from time to time. At any such adjourned meetings at which a
quorum may be present, any business may be transacted which might have
been transacted at the meeting originally called.
Section 1.07. Voting:
(a) The stockholders shall vote as a single class for all
purposes. At each meeting of stockholders every holder of record of stock
entitled to vote at such meeting shall be entitled to one (1) vote for each
share of such stock standing in his name on the books of the Corporation at the
record date fixed by the Board of Directors pursuant to the provisions of
Section 5.06 hereof, or, if such record date shall not have been so fixed, at
the time of such meeting.
(b) At each meeting of the stockholders, each stockholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act
Page 2 of 16
shall have been executed in writing by the stockholder himself or by his
attorney thereunto duly authorized in writing. Such instrument authorizing a
proxy to act shall be delivered to the Secretary of the Corporation or to such
other officer or person who may, in the absence of the Secretary, be acting as
Secretary of the meeting. In the event that any such instrument shall designate
two (2) or more persons to act as proxies, a majority of such persons present at
the meeting, or, if only one (1) be present, that one, shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument upon all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held, and persons whose stock
is pledged shall be entitled to vote, unless in the transfer by the pledgor on
the books of the Corporation he shall have expressly empowered the pledge to
vote thereon, in which case the pledge, or his proxy, may represent such stock
and vote thereon.
(c) At all meetings of the stockholders, except as otherwise
required by statute, by the Corporation's Articles of Incorporation or by
Section 2.03 hereof, all matters shall be decided by a vote of the majority of
the votes cast by the stockholders entitled to vote thereat and present in
person or by proxy. The vote upon any question before a meeting of the
stockholders shall be by ballot whenever requested by any person entitled to
vote, but, unless such a request is made, voting may be conducted in any way
approved by the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers: The property, affairs and business of
the Corporation shall be managed by the Board of Directors. The Board of
Directors may exercise all the powers of the Corporation, whether derived from
law or the Corporation's Articles of Incorporation, except such powers as are by
statute, by the Corporation's Articles of Incorporation or by these By-Laws
vested solely in the stockholders of the Corporation.
Section 2.02. Number and Term of Office: The initial Board of
Directors of the Corporation shall consist of three (3) members; and the number
of members of the Board of Directors may be changed from time to time by the
affirmative vote of at least a majority of outstanding stock at any annual or
special meeting of stockholders, provided that no such change shall be made to
lessen the duration of the current term of any incumbent director. Each director
(whether elected at an annual meeting or to fill a vacancy or newly created
directorship or otherwise) shall hold office until his successor shall have been
elected and shall qualify, or until
Page 3 of 16
his death, resignation in the manner provided in Section 2.08 hereof, or removal
in the manner provided in Section 2.09 hereof.
Section 2.03. Election of Directors: Except to the extent otherwise
provided in Section 2.10 hereof, directors shall be elected annually at the
annual meetings of the stockholders. In the event of the failure to elect
directors at an annual meeting of the stockholders, directors may be elected at
any special meeting of stockholders entitled to vote for the election of
directors, provided that such purpose shall be specified in the notice of such
meeting. Directors need not be stockholders.
Section 2.04. Annual and Regular Meetings: The annual meeting of the
Board of Directors, for the choosing of officers and for the transaction of such
other business as may come before the meeting, shall be held in each year
immediately after the annual meeting of the stockholders at the place of such
annual meeting of stockholders or at such other place to the designation of
which each director shall consent in writing. Subject to the requirements of
Section 7.01 hereof, notice of such annual meeting of the Board of Directors
need not be given. The Board of Directors from time to time may provide by
resolution for the holding of regular meetings and fix the time and place
thereof. Regular meetings may be held within the State of Florida or if a
majority of directors consent, outside the State of Florida. Subject to the
requirements of Section 7.01 hereof, notice of such regular meetings need not be
given; provided, however, that in case the Board of Directors shall fix or
change the time or place of regular meetings, notice of such action shall be
mailed promptly to each director who shall not have been present at the meeting
at which such action was taken, addressed to him at his residence or usual place
of business.
Section 2.05. Special Meetings; Notice: Special meetings of the Board
of Directors shall be held whenever called by the President, or, in the absence
or disability of the President, by any Vice President, or by two (2) or more
directors at such time and place as may be specified in the respective notices
or waivers of notice thereof. Special meetings may be held within the State of
Florida or, if a majority of directors consent, outside of the State of Florida.
Notice of each special meeting, stating the time and place thereof, shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least three (3) days before the day on which the meeting is to be
held or shall be sent to him at such residence or usual place of business by
telegram, radio or cable or delivered to him personally not later than three
days before the day on which the meeting is to be held. Notice of any special
meeting need not be given to any director who shall attend such meeting in
person or to any director who shall waive notice of such meeting in writing,
whether before or after
Page 4 of 16
the time of such meeting, and any business may be transacted thereat. No notice
need be given of any adjourned meeting.
Section 2.06. Quorum: At all meetings of the Board of Directors, the
presence of a majority of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business.
Section 2.07. Telephone Meetings: Unless otherwise restricted by the
Corporation's Articles of incorporation or by these By-Laws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 2.08. Resignations: Any director may resign at any time by
delivering a written resignation to either the Board of Directors, the
President, a Vice President, the Secretary or an Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Section 2.09. Removal of Directors: Any director may be removed at any
time, either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of the stock of the Corporation entitled to
vote for the election of such directors, given at a special meeting of the
stockholders called for that purpose, regardless of whether a quorum of all of
the stockholders is present. The provisions of this Section 2.09 may be amended,
altered or repealed only by the stockholders in the manner specified in Section
7.01 hereof.
Section 2.10. Vacancies and Newly Created Directorships: If any
vacancies shall occur in the Board of Directors by reason of death, resignation,
removal, increase in the number of directors or otherwise, the directors then in
office shall continue to act and such vacancies shall be filled by a majority
vote of the remaining directors then in office.
Section 2.11. Compensation of Directors: The directors, as such shall
not receive any stated salary for their services, but, by resolution of the
Board of Directors, a fixed sum and expenses of attendance may be allowed to
each director who is not an active, salaried employee of the Corporation for
attendance at meetings of the Board of Directors; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation for such service.
Page 5 of 16
Section 2.12. Committees:
(a) The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified members at any meeting
of the committee.
(b) In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
(c) Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation of the
Corporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution or the Articles of
Incorporation of the Corporation expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
(d) Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
ARTICLE III
OFFICERS
Section 3.01. Number: The officers of the Corporation shall be a
Chairman of the Board, a President, such number and classes of Vice Presidents
as the Board of Directors may from time to time determine, a Secretary and a
Treasurer and such other
Page 6 of 16
officers as may be appointed in accordance with the provisions of Section 3.03
hereof.
Section 3.02. Election, Term of Office and Qualifications: The
officers (except such officers as maybe appointed in accordance with the
provisions of Section 3.03 hereof) shall be chosen by the Board of Directors
annually at its annual meeting. In the event of the failure to choose officers
at an annual meeting of the Board of Directors, officers may be chosen at any
regular or special meeting of the Board of Directors. Each such officer (whether
chosen at an annual meeting of the Board of Directors or to fill a vacancy or
otherwise) shall hold his office until the next ensuing annual meeting of the
Board of Directors and until his successor shall have been chosen and qualified,
or until his death, resignation in the manner provided in Section 3.04 hereof or
removal in the manner provided in Section 3.05 hereof. Any one (1) person may
hold any two (2) or more of such offices, except that the President shall not
also be the Secretary or an Assistant Secretary. No person holding two (2) or
more offices shall act in or execute any instrument in the capacity of more than
one (1) office. The President shall be and remain a director of the Corporation
during the term of his office. No other officer need be a director.
Section 3.03. Subordinate Officers, etc.: The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors from time to time
may determine.
Section 3.04. Resignations: Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the President, the
Secretary or any Assistant Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 3.05. Removal: Any officer may be removed from office, either
with or without cause, at any special meeting of the Board of Directors called
for that purpose or at a regular meeting, by the vote of a majority of the total
number of directors.
Section 3.06. Vacancies and Newly Created Offices: If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or any other cause, or if a new office shall be created, then such vacancy or
newly created office may be filled by the Board of Directors at any regular or
special meeting.
Section 3.07. The Chairman:The Chairman shall be the
Page 7 of 16
chief executive officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall be ex-officio and chairman of all
standing committees of the board, shall have general and active management of
the business, affairs and property of the corporation and general supervision
over its officers, employees and agents, and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall execute
bonds, mortgages and other contracts requiring a seal,under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.
Section 3.08. The President: The President shall have the following
powers and duties:
(a) He shall be the chief operating officer of the
Corporation, in the absence of the chairman, and shall preside at all meetings
of the stockholders and board of directors, and subject to the direction of the
chairman, he shall have immediate supervision and control of the business,
affairs and property of the Corporation and over its officers, employees and
agents.
(b) As directed by the chairman or the board of directors, he
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.
(c) He shall be empowered to sign Certificates representing
stock of the Corporation, the issuance of which shall have been authorized by
the Board of Directors.
(d) Subject to the Board of Directors, he shall have and
perform such other powers and duties as from time to time may be assigned to him
by the Board of Directors.
(e) He shall have the authority to execute all legal documents
on behalf of the Corporation.
Section 3.09. The Vice Presidents: The Board of Director may, from
time to time, designate and elect one or more Vice Presidents. Each Vice
President shall have such powers and perform such duties as from time to time
may be assigned to him by the Board of Directors or the President. At the
request or in the absence or disability of the President, the Vice President
designated by the Board of Directors or (in the absence of such
Page 8 of 16
designation by the Board of Directors) by the President may 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. Each Vice President shall be
empowered to sign Certificates representing stock of the Corporation, the
issuance of which shall have been authorized by the Board of Directors. Each
Vice President shall have the authority to execute and deliver any deed,
mortgage, contract or other instrument in the name and on behalf of the
Corporation.
Section 3.10. The Secretary: The Secretary shall have the following
powers and duties:
(a) He shall keep or cause to be kept a record of all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books provided for that purpose.
(b) He shall cause all notices to be duly given in accordance
with the provisions of these By-Laws and as required by statute.
(c) He shall be the custodian of the records and of the seal
of the Corporation and cause such seal (or a facsimile thereof) to be affixed to
all Certificates representing stock of the Corporation prior to the issuance
thereof and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized in accordance with
these By-Laws, and, when so affixed, he may attest the same.
(d) He shall see that the books, reports, statements,
certificates and other documents and records required by statute are properly
kept and filed.
(e) He shall have charge of the stock and transfer books of
the Corporation and cause the stock and transfer books to be kept in such manner
as to show at any time the amount of the stock of the Corporation issued and
outstanding, the names alphabetically arranged and the addresses of the holders
of record thereof, the number of shares held by each holder and time when each
became such holder of record; and he shall exhibit at all reasonable times to
any director, upon application, the original or duplicate stock register. He
shall cause the stock book referred to in Section 5.04 hereof, to be kept and
exhibited at the Florida office of the Corporation in the manner and for the
purpose provided in such Section.
(f) He shall be empowered to sign Certificates representing
stock of the Corporation, the issuance of which shall have been authorized by
the Board of Directors.
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(g) He shall perform, in general, all duties incident to the
office of Secretary and such other duties as are given to him by these By-Laws
or as from time to time may be assigned to him by the Board of Directors or the
President.
Section 3.11. The Treasurer: The Treasurer shall have the following
powers and duties:
(a) He shall have charge and supervision over and be
responsible for the monies, securities, receipts and disbursements of the
Corporation.
(b) He shall cause the monies and other valuable effects of
the Corporation to be deposited in the name and to the credit of the Corporation
in such banks or trust companies or with such bankers or other depositaries as
shall be selected in accordance with Section 4.03 hereof.
(c) He shall cause the monies of the Corporation to be
disbursed by checks or drafts (signed as provided in Section 4.04 hereof) upon
the authorized depositaries of the Corporation and cause to be taken and
preserved proper vouchers for all monies disbursed.
(d) He shall render to the Board of Directors or the
President, whenever requested, a statement of the financial condition of the
Corporation and of all his transactions as Treasurer and render a full financial
report at the annual meeting of the stockholders if called upon to do so.
(e) He shall cause to be kept correct books of account of all
the business and transactions of the Corporation and exhibit such books to any
director upon application at such office during business hours.
(f) He shall be empowered from time to time to require from
all officers or agents of the Corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the Corporation.
(g) He shall be empowered to sign Certificates representing
stock of the Corporation, the issuance of which shall have been authorized by
the Board of Directors.
(h) He shall perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.
Section 3.12. Salaries: The salaries or other compensation of the
officers of the Corporation shall be fixed from
Page 10 of 16
time to time by the Board of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 3.03 hereof. As to this Section, the decision of
the Board of Directors shall be by a majority of the directors present at the
meeting. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he is also a director of the
Corporation.
Section 3.13. Surety Bonds: In case the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his duties to
the Corporation, including responsibility and accounting for all property,
monies, or securities of the Corporation which may come into his hands.
ARTICLE IV
EXECUTION OF INSTRUMENTS, BORROWING
OF MONEY AND DEPOSIT OF CORPORATE FUNDS
Section 4.01. Execution of Instruments: Subject to any limitation
contained in the Corporation's Articles of Incorporation or in these By-Laws,
the President or any Vice President may, in the name and on behalf of the
Corporation, execute and deliver any deed, mortgage, contract or other
instrument authorized by the Board of Directors. The Board of Directors may,
subject to any limitation contained in the Corporation's Articles of
Incorporation or in these By-Laws, authorize any officer or agent to execute and
deliver any deed, mortgage, contract or other instrument in the name and on
behalf of the Corporation. Any such authorization may be general or confined to
specific instances.
Section 4.02. Loans: Except in the ordinary course of business of the
Corporation, no loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name and no property of the Corporation
shall be mortgaged, pledged, hypothecated, or transferred as security for the
payment of any loan, advance, indebtedness or liability of the Corporation
Page 11 of 16
unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
Section 4.03. Deposits: All monies of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the Board of
Directors may select or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 4.04. Checks, Drafts, Notes: All notes, drafts, acceptances,
checks, endorsements and, subject to the provisions of Section 4.05 hereof,
evidences of indebtedness of the Corporation, shall be signed by such officer or
officers or such agent or agents of the Corporation and in such manner as the
Board of Directors from time to time may determine. Endorsements for deposit to
the credit of the Corporation in any of its duly authorized depositories shall
be made in such manner as the Board of Directors from time to time may
determine.
Section 4.05. Bonds and Debentures: Every bond or debenture issued by
the Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary and sealed with the seal
of the Corporation. The seal may be facsimile, engraved or printed. Where such
bond or debenture is authenticated with the manual signature of an authorized
officer of the Corporation or other trustee designated by the indenture of trust
or other agreement under which such security is issued, the signature of any of
the Corporation's officers named herein may be facsimile. In case any officer
who signed or whose facsimile signature has been used on any such bond or
debenture shall cease to be an officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon had
not ceased to be such officer.
Section 4.06. Sale, Transfer, etc. of Securities: Sales, transfers,
endorsements and assignments of shares of stock, bonds and other securities
owned by or standing in the name of the Corporation and the execution and
delivery on behalf of the Corporation of any and all instruments in writing
incident to any such sale, transfer, endorsement or assignment shall be effected
by the President or any Vice President, together with the Treasurer or Secretary
or Assistant Secretary, or by any officer or agent thereunto authorized by the
Board of Directors.
Page 12 of 16
Section 4.07. Proxies: Proxies to vote with respect to shares of stock
of other corporations owned by or standing in the name of the Corporation shall
be executed and delivered on behalf of the Corporation by the President or any
Vice President and the Secretary or an Assistant Secretary of the Corporation or
by any officer or agent thereunto authorized by the Board of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.01. Certificate of Stock: Every holder of stock in the
Corporation shall be entitled to have a Certificate, signed by the President or
any Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary and sealed with the seal (which may be facsimile,
engraved or printed) of the Corporation, certifying the number of shares owned
by him in the Corporation; provided, however, that, where such a Certificate is
signed by (a) a transfer agent or an assistant transfer agent; or (b) a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, may be a facsimile. In case any officer who shall have
signed or whose facsimile signature or signatures shall have been used on any
such Certificate shall cease to be such officer of the Corporation for any
reason before the delivery of such Certificate by the Corporation, such
Certificate may nevertheless be adopted by the Corporation and be issued and
delivered as though the person who signed it or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer.
Certificates representing shares of stock of the Corporation shall be in such
form as shall be approved by the Board of Directors. There shall be entered upon
the stock books of the Corporation at the time of issuance of each share the
number of the Certificate issued, the name and address of the person owning the
shares represented thereby, the number of such shares and the date of issuance
thereof. Every Certificate exchanged or returned to the Corporation shall be
marked "Cancelled" with the date of cancellation.
Section 5.02. Transfer of Stock: Transfers of shares of the stock of
the Corporation shall be made on the books of the Corporation by the holder of
record thereof, or by his attorney-in-fact thereunto duly authorized by a power
of attorney duly executed in writing and filed with the Secretary of the
Corporation or any of its transfer agents, and on surrender of the Certificate
or Certificates properly endorsed or accompanied by proper instruments of
transfer representing such shares. The
Page 13 of 16
Corporation and its transfer agents and registrars, if any, shall be entitled to
treat the holder of record of any share or shares of stock as the absolute owner
thereof for all purposes and, accordingly, shall not be bound to recognize any
legal, equitable or other claim to or interest in such share or shares on the
part of any other person whether or not it or they shall have express or other
notice thereof.
Section 5.03. Regulations: Subject to the provisions of this Article V
and of the Articles of Incorporation of the Corporation, the Board of Directors
may make such rules and regulations as they may deem expedient concerning the
issuance, transfer, redemption and registration of Certificates for shares of
the stock of the Corporation.
Section 5.04. Maintenance of Stock Book at Principal Office: A stock
book or books shall be kept at the Florida office of the Corporation containing
the names alphabetically arranged of all persons who are stockholders of the
Corporation and showing their addresses and the number of shares of stock held
of record by them, respectively. Such stock book shall be open daily, during at
least three (3) business hours, for inspection by persons entitled by law to
inspect the same.
Section 5.05. Transfer Agents and Registrars: The Board of Directors
may appoint one or more transfer agents and one or more registrars with respect
to the Certificates representing shares of stock of the Corporation and may
require all such Certificates to bear the signature of either or both. The Board
of Directors may from time to time define the respective duties of such transfer
agents and registrars. No Certificate of stock shall be valid until
countersigned by a transfer agent, if at the date appearing there the
Corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the Corporation had a registrar for such stock.
Section 5.06. Closing of Transfer Books and Fixing of Record Date:
(a) The Board of Directors shall have the power to close the
stock transfer books of the Corporation for a period not exceeding forty (40)
days preceding the date of any meeting of stockholders, or the date for payment
of any dividend, or the dates for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose.
(b) In lieu of closing, the stock transfer books as aforesaid,
the Board of Directors may fix in advance a date, not
Page 14 of 16
exceeding forty (40) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining any such consent,
as a record date for the determination of the stockholders entitled to a notice
of and to vote at any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent; provided, however, that where such
record date is fixed for the determination of stockholders entitled to notice of
and to vote at any meeting of stockholders and any adjournment thereof, notice
of the fixing of such date shall be published at least five (5) days before such
date in a newspaper published in each city, town or county where any transfer
agent with respect to the shares entitled to vote at such meeting is maintained
and in a newspaper in the city, town or county in Florida where the principal
office of the Corporation is located. In such case, such stockholders and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 5.07. Lost or Destroyed Certificates: The Corporation may
issue a new Certificate for stock of the Corporation in place of any Certificate
theretofore issued by it alleged to have been lost or destroyed and the Board of
Directors may, in their discretion, require the owner of the lost or destroyed
Certificate or his legal representatives to give the Corporation a bond in
such sum as the Board may direct and with such surety or sureties as may be
satisfactory to the Board to indemnify the Corporation and its transfer agents
and registrars, if any, against any claim that may be made against it or any
such transfer agent or registrar on account of the alleged loss or destruction
of any such Certificate or the issuance of such new Certificate. A new
Certificate may be issued without requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Offices: The Corporation may establish and maintain one
or more offices within or outside of the State of
Page 15 of 16
Florida in such place or places as the Board of Directors from time to time may
determine.
Section 6.02. Fiscal Year: The fiscal year of the Corporation shall be
as the Board of Directors from time to time may determine.
Section 6.03. Corporate Seal: The Corporate seal of the Corporation
shall be circular in form and shall have inscribed on its surface the name of
the Corporation, the year of its incorporation (1991) and the words "Corporate
Seal Florida". The seal may be used by causing it or a facsimile to be impressed
or affixed or printed or otherwise reproduced.
Section 6.04. Gender: Wherever in these By-Laws the context so
requires, the singular number shall include the plural, and the converse; and
the use of any gender shall be deemed to include all genders.
Section 6.05. Days: All references to "days" as used in these By-Laws
shall include Saturdays, Sundays and legal holidays. However, if the last day
for performance is a Sunday or legal holiday, the time period for performance
shall be extended to include the next business day.
ARTICLE VII
AMENDMENTS
Section 7.01. Amendments: All By-Laws of the Corporation shall be
subject to amendment, alteration or repeal, and new By-Laws may be made by an
affirmative vote of a majority of the total number of directors at any regular
or special meeting.
IN WITNESS WHEREOF, we, being all of the Directors of HERON BAY GOLF
COURSE PROPERTIES, INC., have hereunto our hands as of this 12th day of June,
1995.
/s/ James P. McGowan
-------------------------------------------
J. P. McGowan, Director
[SEAL] /s/ David H. Graham
-------------------------------------------
D. H. Graham, Director
/s/ Marcia E. Mucci
-------------------------------------------
M. E. Mucci, Director
APPROVED
JG
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