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-3.70 — By-Laws of Gateway Communications Services, Inc.
| EX-3.70 | 1st Page of 16 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 3.70
BYLAWS OF
GATEWAY COMMUNICATIONS SERVICES, INC.
1.00 MEETINGS OF SHAREHOLDERS
1.01 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
(13) months after the last preceding annual meeting of shareholders. Business
transacted at the annual meeting shall include the election of directors of the
corporation.
1.02 Special Meetings.
Special meetings of the shareholders shall be held when directed by either
the president or the board of directors, or when requested in writing by the
holders of not less than ten percent (10%) of all the shares entitled to vote at
the meeting.
1.03 Place.
Meetings of shareholders may be held within or without the State of
Florida.
1.04 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 (10) nor more than sixty (60) 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 the meeting. If
mailed, the 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 prepaid.
1.05 Notice of Adjourned Meetings.
When a meeting is adjourned to another time and place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
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
1
shall be given as provided in this section to each shareholder of record on the
new record date entitled to vote at that meeting.
1.06 Closing of Transfer Books and Fixing Record Date.
For the purposes of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment, 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 may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, the books shall be closed for at least ten (10) days immediately
preceding the meeting.
In lieu of closing the stock transfer books, the board of directors may fix
in advance a date as the record date for any determination of shareholders, that
date in any case to be not more than sixty (60) days and, in case of a meeting
of shareholders, not less than ten (10) days before the date on which the
particular action requiring the determination of shareholders is to be taken.
If the stock transfer books are not closed and 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 which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring the dividend is adopted, as the
case may be, shall be the record date for the determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, the determination shall
apply to any adjournment, unless the board of directors fixes a new record date
for the adjourned meeting.
1.07 Voting Record.
The secretary of the corporation shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting or any adjournment with the address of and the number of
class and series, if any, of shares held by each. The list, for a period of ten
(10) days before that meeting, 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 also shall 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.
2
If the requirements of this section have not been complied with
substantially, on demand of any shareholder in person or by proxy the meeting
shall be adjourned until the requirements are met. 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 the meeting.
1.08 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.
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 shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment of
it.
1.09 Voting of Shares.
Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent or proxy designated by the bylaws of the
corporate shareholder: or, in the absence of any applicable bylaw, by whatever
person the board of directors of the corporate shareholder may designate. Proof
of the designation may be made by presentation by a certified copy of the bylaws
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, any vice president, secretary and
treasurer of the corporate
3
shareholder shall be presumed to possess, in that order, authority to vote the
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 the 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 the shares into his name.
Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under the control of a receiver may be voted by the receiver
without transfer into his name if authority to do so be contained in an
appropriate order of the court by which the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote those
shares until the shares have been transferred into the name of the pledge, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of redeemable
shares has been mailed to their holders and a sum sufficient to redeem the
shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to their holders upon
surrender of their certificates, those shares shall not be entitled to vote on
any matter and shall not be deemed to be outstanding shares.
1.10 Proxies.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting or 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 (11) months from its date
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 incompetence or
of 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, that one may
4
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 the shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.
1.11 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. When 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, those
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 that counterpart and copy of the 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.
1.12 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 in that agreement shall impair the right of this corporation to
treat the shareholders of record or entitled to vote the shares standing in
their names.
Any action required by law, these bylaws 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 that 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 the action at a meeting at which all shares entitled to vote were present
and voted. If any class of shares is entitled to vote as a class, 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 and the total shares entitled to
vote.
Within ten (10) days after obtaining 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
5
dissenters' rights are provided by law, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with further provisions of the law regarding the
rights of dissenting shareholders.
2.00 DIRECTORS
2.01 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.
2.02 Qualification.
Directors need not be residents of this state or shareholders of this
corporation.
2.03 Compensation.
Subject to Section 2.01, the board of directors shall have authority to fix
the compensation of directors.
2.04 Duties of Directors.
A director shall perform his duties as a director, 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:
(a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented: or
(b) Counsel, public accountants or other persons as to matters which
the director reasonably believes to be within that person's professional or
expert competence; or
(c) 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 bylaws, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
6
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause that 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 director of the corporation.
2.05 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 assented to the action taken unless he votes against the action or abstains
from voting because of an asserted conflict of interest.
2.06 Number.
This corporation shall always have at least one director. The number of
directors may be increased or decreased from time to time by the shareholders,
but no decrease shall have the effect of shortening the terms of any incumbent
director.
2.07 Election and Term.
Each person named in the articles of incorporation 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.
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.
2.08 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.
2.09 Removal of Directors.
At a meeting of the shareholders called expressly for that purpose, any
director or the entire board of directors may be
7
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.
2.10 Quorum and Voting.
A majority of the number of directors fixed by these bylaws shall
constitute a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors.
2.11 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 that relationship or
interest or because that director or those directors are present at the meeting
of the board of directors or a committee that authorizes, approves or ratifies
the contract or transaction or because his or their votes are counted for that
purpose, if:
(a) The fact of that relationship or interest is disclosed or known to
the board of directors or committee that authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of the interested directors; or
(b) The fact of that relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify the
contract or transaction by vote or written consent; or
(c) 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 of it that
authorizes, approves or ratifies the contract or transaction.
2.12 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 the
resolution, shall have
8
and may exercise all the majority of the board of directors, except that no
committee shall have the authority to:
(a) Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(b) Designate candidates for the office of director, for the purposes
of proxy solicitation or otherwise;
(c) Fill vacancies on the board of directors or any committee of the
board;
(d) Amend the bylaws;
(e) Authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the board of directors; or
(f) 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 for that
purpose, and, in the case of a series, its designation, 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 may authorize a
committee to fix the terms of any contract for the sale of the shares and
to fix the terms upon which those shares may be issued or sold, including,
without limitations, the price, the rate or manner or payment of dividends,
provisions for 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 the committee
to adopt any final resolution setting forth all its terms 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 the committee.
2.13 Place of Meetings.
Regular and special meetings by the board of directors may be held within
or without the State of Florida.
9
2.14 Time, Notice and Call of Meetings.
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 cablegram at least two (2) days before the meeting or by notice mailed to the
director at least five (5) days before the meeting.
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of the
meeting and a 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 purposes of, any regular
or special meeting of the board of directors need be specified to the notice or
waiver of notice of the 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 meeting 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 director.
Members of the board of directors may participate in a meeting of the board
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time. Participation by those means shall constitute presence in person at a
meeting.
2.15 Action Without a Meeting.
Any action required to be taken at a meeting of the directors of a
corporation, or any action that may be taken at a meeting of the directors or a
committee of the directors, 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 the members of the committee, as the case may be, is filed in
the minutes of the proceedings of the board or the committee. The consent shall
have the same effect as a unanimous vote.
10
3.00 OFFICERS
3.01 Officers.
The officers of this corporation shall consist of a president, vice
president, secretary and treasurer, each of whom shall be elected by the board
of directors. The 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, secretary or treasurer shall not affect the existence of this
corporation.
3.02 Duties.
The officers of this corporation shall have the following duties:
(a) President. The president shall be the chief executive officer of
the corporation, and shall have general and active management of the
business and affairs of the corporation subject to the directions of the
board of directors, and shall preside at all meetings of the stockholders
and board of directors.
(b) Vice President. During the absence or incapacity of the president,
a vice president shall at the request of the board of directors perform the
duties of the president, and when so acting shall have all the powers and
subject to all the responsibilities of the office of president, and shall
perform such duties and functions as the board of directors may prescribe.
.
(c) Secretary. 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.
(d) Treasurer. 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 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.
11
3.03 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 interests of the
corporation will be served by that removal.
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 the officers or agent.
Any vacancy, however occurring, in any office may be filled by the board of
directors, unless the bylaws shall have expressly reserved that power to the
shareholders.
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 itself create contract rights.
4.00 STOCK CERTIFICATES
4.01 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 the share is fully paid.
4.02 Form.
Certificates representing shares in this corporation shall be signed by the
president and the secretary and may be sealed with the seal of the corporation
or a facsimile of it. The signatures of the president and 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 the certificate shall have ceased to be that officer before the
certificate is issued, it may be issued by the corporation with the same effect
as if he were that officer at the date of its issuance.
Every certificate representing shares issued by this corporation shall 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 relative rights and
12
preferences between the shares of each series as far as 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 that are restricted as to the sale,
disposition or other transfer of the shares shall state that the 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 the restrictions.
Each certificate representing shares shall state upon its face: 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 designations of the series, if any, that the certificate represents; and
the par value of each share represented by the certificate, or a statement that
the shares are without par value.
4.03 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 accompanied by proper evidence of such
authority.
4.04 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 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.
5.00 BOOKS AND RECORDS
5.01 Books and Records.
This corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders, board of
directors and committees of directors.
13
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 forms or in any other form
capable of being converted into written form within a reasonable time.
5.02 Shareholders Inspection Rights.
Any person who shall have been a holder of record of shares or of voting
trust certificates for shares at least six (6) 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 (5%) of the outstanding shares of
any class or series of the corporation, upon written demand stating the purpose,
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 from those
records.
5.03 Financial Information.
Not later than four (4) 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 operation 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 that
shareholder or holder of voting trust certificates a copy of the most recent
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 at least
five (5) years and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
6.00 DIVIDENDS
The board of directors of this corporation, from time to time, may declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the declaration or
payment would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
14
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and
unrestricted earned surplus of the corporation or out of capital surplus,
however arising, but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share
paid from the surplus shall be disclosed to the shareholders receiving the
payment concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted
surplus of the corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, those
shares shall be issued at not less than the par value, and there shall
be transferred to stated capital at the time the dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be
issued as a dividend.
(2) If a dividend is payable in shares without par value, those
shares shall be issued at such stated value as shall be fixed by the
board of directors by resolution adopted at the time the dividend is
declared, and there shall be transferred to stated capital at the time
the dividend is paid an amount of surplus equal to the aggregate
stated value so fixed in respect of those shares. The amount per share
so transferred to stated capital shall be disclosed to the
shareholders receiving the dividend concurrently with its payment.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation
so provide or the payment is authorized by the affirmative vote or the
written consent of the holders of at least a majority of the outstanding
shares of the class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated
capital of the corporation shall not be construed to be a share dividend
within the meaning of this section.
15
7.00 CORPORATE SEAL
The board of directors shall provide a corporate seal that shall be
circular in form and have inscribed on it the name of the corporation and the
year of incorporation.
8.00 AMENDMENT
These bylaws may be repealed or amended, and new bylaws may be adopted, by
either the board of directors or the shareholders, but the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
16
↑Top
Filing Submission 0000950123-01-003217 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 3:59:23.1pm ET 