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-3.65 — By-Laws of Financial Resources Group, Inc.
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Exhibit 3.65
BY-LAWS
OF
FINANCIAL RESOURCES GROUP, INC.
a Florida Corporation
ARTICLE I
OFFICES
The Corporation shall continuously maintain in the State of
Florida a registered office and a registered agent whose office is identical
with such registered office, and may have other offices within or without the
state.
ARTICLE II
SHAREHOLDERS
1. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the second Wednesday in January of each year, commencing in the year
1987, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called either by the chairman, by the president, by any director, or by the
holders of not less than one-tenth of all of the outstanding shares of the
Corporation, for the purpose or purposes stated in the call of the meeting.
3. PLACE OF MEETING. The Board of Directors may designate any
place as the place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at the offices of the
Corporation in Sun City Center, Florida.
4. NOTICE OF MEETINGS. Written notice stating the place, date
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than sixty days before the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the shareholder's address as such address
appears on the records of the Corporation, with postage thereon prepaid. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is
taken, unless the adjournment is for more than 30 days in which event notice
shall be given in the same manner as notice of the original meeting.
5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the Board of Directors of the Corporation may fix in advance a record date which
shall not be more than sixty days and in the case of a meeting of shareholders,
not less than ten days, or in the case of a merger or consolidation not less
than twenty days, before the date of such meeting. If no record date is fixed,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. The record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed. The record date for the determination of shareholders for
any other purpose shall be the date on which the Board of Directors adopts the
resolution relating thereto. A determination of shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
6. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of the shareholder, which list, for a
period of ten days prior to such meeting, shall be kept on file at the office of
the transfer agent for the Corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and may be inspected by any shareholder during the whole
time of the meeting. The original share ledger or transfer book, or a duplicate
thereof kept in this State, shall be prima facie evidence of the identity of the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.
7. QUORUM. The holders of a majority of the outstanding shares of the
Corporation, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders; provided that if less than a majority of
the outstanding shares are represented at said meeting, a majority of the shares
so represented may adjourn the meeting at any time without further notice. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number is required by law, the articles of incorporation or these
by-laws. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting. Withdrawal
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of shareholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.
8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
shareholder by written proxy, but no such proxy shall be valid after three (3)
years from the date of its execution, unless otherwise provided in the proxy.
9. VOTING OF SHARES. Each outstanding share, regardless of class, shall
be entitled to one vote upon each matter submitted to vote at a meeting of
shareholders.
10. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
so to do be contained in an appropriate order of the court or other authority by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(b) Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed-ten years, by entering into a
written voting trust agreement specifying the terms and conditions of the voting
trust, and by transferring their shares to such trustee or trustees for the
purpose of the agreement. No such trust agreement shall become effective until a
counterpart of the agreement is deposited with the Corporation at the office of
its Secretary. The counterpart of the voting trust agreement so deposited with
the Corporation 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 shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.
(c) The shareholders may by unanimous written agreement agree upon the
persons or classes of persons who shall be elected as directors or alternate
directors or both of the Corporation, the persons who shall be elected officers
of the Corporation, the manner in which deadlocks among the directors and
shareholders shall be resolved and such matters as they have been necessary or
desirable all according to 607.107 of the Florida General Corporation Act. Any
such agreement shall be effective for the term set forth in such written
agreement. A counterpart of any such agreement shall be deposited with the
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Corporation and shall be deemed to be and become a part of the by-laws of this
Corporation by reference.
(d) Shares of its own stock belonging to this Corporation 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, but shares
of its own stock held by this Corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares at
any given time.
11. INSPECTORS. At any meeting of shareholders, the presiding officer
may, and upon the request of any shareholder shall, appoint one or more persons
as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. A report of the inspector or inspectors stating the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders.
13. VOTING BY BALLOT. Voting on any question or in any election may be
by voice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
ARTICLE III
DIRECTORS
1. GENERAL POWERS. The business of the Corporation shall be managed by
its Board of Directors.
2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
Corporation shall be three (3). Each director shall hold office until the next
annual meeting of shareholders or until a successor shall have been elected and
qualified, unless removed from office by the shareholders at an earlier date.
Directors need not be residents of Florida or shareholders of the Corporation.
The number of directors may be increased or decreased from time to time by the
amendment of this section; but no decrease shall have the effect of
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shortening the term of any incumbent director without such director's consent
unless the shareholders remove such director from office.
3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this by-law, immediately after the annual
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the chairman, the president or any two directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place as the place for holding any special meeting of the
Board of Directors called by them.
5. NOTICE. Notice of any special meeting shall be given at least five
(5) days previous thereto by written notice to each director at the director's
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
6. QUORUM. A majority of the number of directors fixed by these by-laws
shall constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
7. MANNER OF ACTING. 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, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.
8. VACANCIES. Any vacancy occurring in the Board of Directors, and any
directorship to be filled by reason of an increase in the number of directors,
may be filled by shareholder election at an annual meeting or at a special
meeting of shareholders called for that purpose or, if applicable, by the
procedures set forth in any unanimous agreement of shareholders described in
10(c) of Article II of these By-Laws. Vacancies may not be filled by the
remaining directors.
9. ACTION WITHOUT A MEETING. Unless specifically prohibited by the
articles of incorporation or by-laws, any action required to be taken or which
may be taken at a 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
so taken, shall be signed by all of the directors entitled to vote with
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respect to the subject matter thereof, or by all of the members of such
committee, as the case may be. Any such consent signed by all of the directors
or all of the members of the committee shall have the same effect as a unanimous
vote, and may be stated as such in any document filed with the Secretary of
State or with anyone else.
10. COMPENSATION. Directors shall not be compensated for their services
as directors. By resolution of the Board of Directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board. This section
shall not preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
11. PRESUMPTION OF ASSENT. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action taken
unless the director's dissent shall be entered in the minutes of the meeting or
unless the director shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered or certified mail to the secretary of the
Corporation within ten days after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
12. EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted
by a majority of the number of directors fixed by the by-laws or otherwise, may
designate two or more directors to constitute an executive committee, which
committee shall have and exercise such authority in the management of the
Corporation as the directors shall provide by resolution, except as otherwise
required by law. Vacancies in the membership of the committee shall be filled by
the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.
13. TELEPHONIC MEETINGS. Meetings of Directors may be held by
conference telephone call or other means of instantaneous communication provided
that all Directors participate therein and no Director objects to such manner of
meeting. The proceedings of such meetings shall be reduced to written minutes
and must be signed by each Director to attest to the accuracy of such minutes.
14. REMOVAL. Subject to the provisions of any shareholder agreement as
provided in 10(c) of Article II of the By-Laws, any Director may be removed from
office by the shareholders with cause at any special meeting or by written
action of the shareholders.
15. ALTERNATE DIRECTORS. The Shareholders may elect alternates for any
one or more of the Directors to act on behalf of a Director in the event of such
Director's unavailability due to emergency or other cause. An alternate Director
shall have the right to attend any meeting of the Directors. In the event that
the Director for whom an alternate has been elected is absent from a meeting of
the Directors, such absent Director's alternate shall have the right to
participate fully in the meeting and vote upon matters presented for action by
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the Directors. An alternate Director may not act for more than two (2)
successive meetings.
If a Director is a member of the Executive Committee, his alternate
shall have the same rights with respect to meetings of the Executive Committee
that the alternate enjoys with respect to the meetings of the Board of
Directors.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a chairman
of the board, president, one or more vice-presidents, a treasurer, a secretary,
and such other officers as may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of president and secretary.
SECTION 2: ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until a successor shall have been duly elected and
shall have qualified, or until the officer's death, or until the officer shall
resign or shall have been removed in the manner hereinafter provided. Election
of an officer shall not of itself create contract rights nor cause the officer
to be an employee of the Corporation.
SECTION 3. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or without cause,
whenever in the board's judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. CHAIRMAN OF THE BOARD. The chairman of the board shall be
the chief executive officer of the corporation, shall preside at all meetings of
the shareholders and board of directors, and subject to the direction of the
board of directors, shall in general supervise and control all of the business
and affairs of the corporation and see that all orders and resolutions of the
board of directors are carried into effect. He may sign certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, tax returns, tax
elections or other instruments which the board of directors have authorized to
be executed, or which are in the ordinary course of business of the corporation.
He may vote, either in person or by proxy, all of the shares of the capital
stock of any company which the corporation owns or is otherwise entitled to vote
at any and all meetings of the shareholders of such company and shall have the
power to accept or waive notice of such meetings. In the absence or disability
of the president, the chairman of the board shall perform the duties and
exercise the powers of the President.
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SECTION 5. PRESIDENT. The president shall be the principal operating
officer of the Corporation. Subject to the direction and control of the Board of
Directors, the president shall be in charge of the conduct of the business of
the Corporation; shall see that the resolutions and directions of the Board of
Directors are carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by the Board of
Directors; and, in general, shall discharge all duties incident to the office of
president and chief operating officer and such other duties as may be prescribed
by the Board of Directors from time to time. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these by-laws, the president may execute for the
Corporation certificates for its shares and any contracts, deeds, mortgages,
bonds, or other instruments which the Board of Directors has authorized to be
executed, and may accomplish such execution either under or without the seal of
the Corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument. The president may
vote all securities which the Corporation is entitled to vote except as and to
the extent such authority shall be vested in a different officer or agent of the
Corporation by the Board of Directors.
SECTION 6. THE VICE-PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of the president's duties as the president may
direct and shall perform such other duties as from time to time may be assigned
to the vice president by the president or by the Board of Directors. In the
absence of the president or in the event of the president's inability or refusal
to act, the vice-president (or in the event there be more than one
vice-president, the vice-presidents in the order designated by the Board of
Directors, or by the president if the Board of Directors has not made such a
designation, or in the absence of any designation, then in the order of
seniority of tenure as vice-president) shall perform 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. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
Corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these by-laws, the vice-president (or each of them if
there are more than one) may execute for the Corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which the
Board of Directors has authorized to be executed, and may accomplish such
execution either under or without the seal of the Corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument.
SECTION 7. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the Corporation. The treasurer shall: (a)
have charge of and be responsible for the maintenance of adequate books of
account for the Corporation; (b) have charge and custody of all funds and
securities of the Corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (c) perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to the
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treasurer by the president or by the Board of Directors. If required by the
Board of Directors, the treasurer shall give a bond for the faithful discharge
of duties in such sum and with such surety or sureties as the Board of Directors
may determine.
SECTION 8. THE SECRETARY. The secretary shall: (a) record the minutes
of shareholders', Board of Directors' and executive committee meetings in one or
more books provided for that purpose: (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, the issue of which shall
have been authorized by the Board of Directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the Board of Directors has
authorized to be executed, according to the requirements of the form of the
instruments, except when a different mode of execution is expressly prescribed
by the Board of Directors or these by-laws; (f) have general charge of the stock
transfer books of the Corporation; and (g) perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to the secretary by the president or by the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries, if any, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the Board of Directors. The assistant
secretaries may sign with the president, or a vice-president, or any other
officer thereunto authorized by the Board of Directors, certificates for shares
of the Corporation, the issue of which shall have been authorized by the Board
of Directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the Board of Directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the Board of Directors or these by-laws.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.
SECTION 10. SALARIES. No salaries or other compensation shall be paid
to officers unless authorized by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that the officer is
also a director of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
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2. LOANS. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be signed by the president or a vice-president or by such
officer as shall be designated by resolution of the Board of Directors and by
the secretary or an assistant secretary, and shall be sealed with the seal or a
facsimile of the seal of the Corporation. If both of the signatures of the
officers be by facsimile, the certificate shall be manually signed by or on
behalf of a duly authorized transfer agent or clerk. Each certificate
representing shares shall be consecutively numbered or otherwise identified, and
shall also state the name of the person to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, that the
Corporation is organized under Florida law, and the par value or a statement
that the shares are without par value. If the Corporation is authorized and does
issue shares of more than one class or of series within a class, the certificate
shall also contain such information or statement as may be required by law.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were issued
shall be entered on the books of the Corporation. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed, the Board of Directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as the board may impose.
3. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be
recorded on the books of the Corporation and, except in the case of a lost or
destroyed certificate, shall be made on surrender for cancellation of the
certificate for such shares. A certificate presented for transfer must be duly
endorsed and accompanied by any appropriate assurances that the
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endorsement is effective which the Board of Directors may prescribe from time to
time.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be December 31 until changed
by resolution of the Board of Directors.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE IX
SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Florida." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these by-laws, the articles of incorporation or law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether given
before or after the time stated therein, shall be deemed equivalent to the
timely giving of such notice.
ARTICLE XI
AMENDMENTS
The power to make, alter, amend, or repeal the by-laws of the
Corporation shall be vested in the shareholders and the directors shall not have
the power to amend the by-laws. The by-laws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with law or the articles of incorporation.
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ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
LIABILITY. All liability of an officer, director or employee shall be
governed by this.
Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that he is or was a director,
officer, employee, fiduciary, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary,
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the Corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person, is or was a director, officer, employee,
fiduciary or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Corporation unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Any indemnification under the first two paragraphs of this Article XII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, fiduciary or agent is proper in the circumstances
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because such person has met the applicable standard of conduct set forth in the
first two paragraphs of this Article XII. However, so long as the person shall
have met the applicable standard of conduct, the person shall be entitled to
such indemnification. Such determination shall be made by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding; provided, however, that a person shall
conclusively be deemed entitled to such indemnification in the event that (i)
such person prevails on the merits in the action, suit or proceeding, or (ii)
the action, suit or proceeding is terminated with the result that no payment is
required to be made by the person either to this Corporation or to any third
Party.
Expenses {including attorneys' fees} incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of a
written agreement by or on behalf of the director, officer, employee, fiduciary
or agent to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article XII.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee, fiduciary or agent and shall inure to the benefit
of the heirs, executors and administrators of such person. The provisions of
this Article XII shall be deemed to be a contract between the Corporation and
each director, officer, employee, fiduciary and agent who serves in any such
capacity at any time while this Article XII is in effect, and any repeal or
modification of this Article XII shall not adversely affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts. Subject to
the limitations set forth in the preceding sentence, the Corporation shall have
the right from time to time to amend, modify and repeal this Article XII, with
prospective effect.
Anything to the contrary herein notwithstanding, no indemnification
shall be provided to any person who is found to have committed criminal
misconduct by virtue of a plea of guilty to a charge thereof or by virtue of
conviction after trial on the basis of such charge, or shall be determined in
any civil proceeding to have been guilty of wilful misconduct.
The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, fiduciary or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article XII.
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The provisions of. this by-law are not intended to and shall not be
deemed to provide indemnification in excess of that which is lawfully
permissible from time to time. In the event that any provision of, or
application of, this by-law is determined not to be lawful, all other provisions
and applications thereof shall be enforced and to this end the provisions of
this by-law are severable.
ARTICLE XIII
EXONERATION OF OFFICERS AND DIRECTORS
1. Every officer of the Corporation is hereby exonerated and excused
from personal liability to the Corporation and its shareholders arising out of
acts or omissions of such officer as an officer of the Corporation, except in
the case of criminal misconduct by such officer.
2. Every director of this Corporation is hereby exonerated and excused
from personal liability to the Corporation and its shareholders arising out of
acts or omissions of such director as a director of the Corporation, except in
the case of criminal misconduct by such director; except in cases where such
exoneration is impermissible under Florida law.
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