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-3.63 — By-Laws of Coral Ridge Realty, Inc.
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REALTY MANAGEMENT CORP. Exhibit 3.63
BY-LAWS
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ARTICLE I
OFFICES
Section 1 - Principal Office
The principal office shall be in the City of Fort Lauderdale, Florida.
Section 2 - Other Offices
The corporation may also have offices at such other places both within
and without the State of Florida as the board of directors from time to time
determine or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1 - Annual Meeting
The annual meeting of the stockholders commencing with the year 1964,
shall be held at 10:00 A.M. on the 14th day of January of each year, if not a
legal holiday, and if a legal holiday at 10:00 A.M. on the first business day
thereafter that is not a legal holiday, at which time said stockholders shall
elect a Board of Directors consisting of not less than three (3) nor more than
nine (9) directors. The stockholders shall also transact such other business as
may properly be brought before the meeting. Such meeting may be held at the
office of the Corporation in the City of Fort Lauderdale, Florida, or at such
other place within or without the City of Fort Lauderdale or within or without
the State of Florida as may be determined by the Board of Directors and
specified in the notice of the meeting.
Section 2 - Special Meetings
Special meetings of the stockholders may be held at the office of the
corporation in the City of Fort Lauderdale,
Florida, or at such other place within or without the City of Fort Lauderdale or
within or without the State of Florida as shall be specified in the respective
notices thereof. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Board of Directors of the corporation or the
president, any vice-president acting in the place of the president, or the
chairman of the board, and shall be called by the president or secretary at the
request in writing of stockholders owning not less than one-fourth of the issued
and outstanding shares of the corporation's stock entitled to vote at the
meeting.
Section 3 - Notice of Meetings
Written notice of annual meetings and of all special meetings of the
stockholders shall be mailed to each stockholder having the right and entitled
to vote at such meeting, at his address as it appears on the records of the
corporation, not less than ten or more than 60 days before the date set for the
meeting. The notice shall state the purpose of the meeting and the time and
place it is to be held. Such notice shall be sufficient for said meeting and any
adjournment thereof and if any stockholder shall transfer any of his stock after
notice, it shall not he necessary to notify the transferee.
Section 4 - Quorum
The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation, or these By-Laws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified: When a quorum is present, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes, of the certificate of incorporation,
or of these By-laws, a different vote is required, in which case such express
provisions shall govern and control the decision of such question.
Section 5 - Validity of Meetings without Notice
No meeting of stockholders shall be valid unless notice thereof is
given in accordance with these By-Laws or waived in writing by each stockholder
entitled to vote thereat either before, at or after the meeting.
Section 6 - Voting
At any meeting of the stockholders or any adjournment thereof, any
stockholders of record having the right and entitled to vote thereat, may be
represented and vote by a proxy appointed by an instrument in writing. Subject
to the specific provisions in these By-Laws as to the election of directors
every stockholder shall be entitled at each meeting and upon each proposal
presented at such meeting, or for each person to be elected a director, to one
vote for each share of voting stock recorded in his name on the books of the
corporation on the record date fixed for the determination of stockholders
entitled to vote at the meeting, or if no record date be fixed, on the day of
the meeting.
Section 7 - Inspectors of Election or Tellers
For all meetings of stockholders three (3) inspectors of election or
tellers shall be appointed either by the Board of Directors in advance of the
meeting, or in the absence of such appointment, by the chairman of the meeting
at the meeting. The chairman of the meeting shall also fill any vacancy or
vacancies caused by the absence from the meeting of any one or more of the
inspectors of election or tellers previously appointed by the Board of
Directors. Such inspectors or tellers shall take charge of the polls, pass upon
the qualifications of the voters including the proxies, count the votes cast by
proxy or otherwise, supervise the balloting and report to the meeting and
certify to the chairman thereof the result of such balloting upon all questions
and matters submitted to ballot at such meeting. No director or candidate for
director shall be appointed as such inspector or teller.
Section. 8 - Record Date
The Board of Directors may fix in advance a date not less than ten (10)
nor more than forty (40) days preceding the date fixed for any meeting of
stockholders, or for the payment of
any dividend, or of the allotment of rights, or for any change, conversion or
exchange of stock as the record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting or any adjournment
thereof, or entitled to receive payment of any such dividend, or to receive such
rights or to exercise any rights in connection with any such change, conversion
or exchange of stock, and in such case only stockholders of record on the date
so fixed shall be entitled to notice of and to vote at such meeting, or to
receive payment of such dividend, or to receive such rights or to exercise such
rights as the case may be notwithstanding any transfer of stock on the books of
the corporation after any such record date fixed as aforesaid.
ARTICLE III
DIRECTORS
Section 1 - How Constituted
Clause (a) - The business and property of the corporation shall be
managed by a Board of Directors which shall consist of five directors, all of
whom shall be of full age and at least one a citizen of the United States.
Directors need not be stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Clause (b) of this Section 1,
and each director shall be elected to serve until his successor shall be elected
and shall qualify.
Clause (b) - Vacancies in the Board of Directors shall be filled until
the next annual meeting of stockholders by the directors remaining in office. An
increase in the number of directors shall create vacancies for the purpose of
this section.
Section 2 - Meetings
Clause (a) - Directors' meetings may be held within or without the
State.
Clause (b) - At the conclusion of each annual meeting of stockholders
the newly elected Board of Directors shall meet for the purpose of organizing
and electing officers. No notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting.
Clause (c) - Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Clause (d) - Special meetings of the Board of Directors may be called
by the president or chairman of the board, and shall be called by the secretary
on the written request of three directors. Written notice of special meetings of
the board of directors shall be given to each director at least two days before
the date of the meeting.
Clause (e) - The presence of a majority of all the directors shall be
necessary at any meeting to constitute a quorum to transact business. The act of
a majority of directors present at a meeting where a quorum is present shall be
the act of the board of directors. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 3 - Executive Committee
Clause (a) - The board of directors may, by resolution, designate two
or more of their number, including ex officio members, to constitute an
executive committee, which, to the extent provided in said resolution, shall
have and may exercise the powers of the board of directors.
Clause (b) - The Executive Committee shall keep regular minutes of its
proceedings and report the same to the board of directors when required.
Section 4 - Compensation
The directors may be paid their expenses, if any, of attendance at each
meeting of the board of directors and may be paid a fixed sum for attendance at
each meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1 - Manner
Notices to directors and stockholders shall be in writing and delivered
personally or mailed to the directors or stockholders at their addresses
appearing on the books of the corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.
Section 2 - Waiver
Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of incorporation or of these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V
OFFICERS
Section 1 - Regular Officers
The officers of the corporation shall be chosen by the Board of
Directors and shall be a chairman of the board, a president, an executive vice
president, a secretary and a treasurer. The Board of Directors may also choose
additional vice presidents and one or more assistant secretaries and assistant
treasurers. None of the officers, except the chairman of the board and the
president need be directors. Any person may hold two or more offices, except
that the president may not also be the secretary or an assistant secretary. No
person holding two or more offices shall sign any instrument in the capacity of
more than one office.
Section 2 - Other Officers
The Board of Directors may appoint such other officers, agents and
factors as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as may be determined from
time to time by the board.
Section 3 - Compensation
The salaries or other compensation of all officers and agents of the
CORPORATION SHALL be fixed by the Board of Directors.
Section 4 - Term and Removal
The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
by death, resignation, removal, or otherwise shall be filled by the board of
directors.
Section 5 - Chairman of the Board
The chairman of the board shall preside at all meetings of the
stockholders and the board of directors, and shall be an ex-officio member of
the executive committee.
Section 6 - The President
The president shall be the chief executive officer of the corporation,
shall preside in the absence of the chairman of the board at all meetings of the
stockholders and the board of directors, shall be ex-officio a member of the
executive committee, shall have general and active management of the business of
the corporation 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 7 - The Vice Presidents
The vice-presidents in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president. They
shall perform such other duties as the board of directors may from time to time
prescribe.
Section 8 - The Secretary and Assistant Secretaries
(Clause (a) - The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings in a book to be kept for that purpose and shall perform like duties
for the executive committee when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of the treasurer, or
an assistant secretary.
Clause (b) - The assistant secretaries in the order of their.
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary.
They shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
Section 9 - The Treasurer and Assistant Treasurers
(Clause (a) - The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation. If required by the board of
directors, he shall give the corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
(Clause (b) - The assistant treasurers in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1 - Formal Requirements
(Clause (a) - Every stockholder shall be entitled to have for each
kind, class or series of stock held, a certificate certifying the number of
shares thereof held of record by him. Certificates shall be signed by the
president or vice-president and the treasurer or an assistant treasurer, or the
secretary or an assistant secretary, and sealed with the seal of the
corporation. The seal may be facsimile, engraved or printed.
(Clause (b) - Where a certificate is signed by (a) a transfer agent or
an assistant transfer agent, other than the corporation itself, or by (b) a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of any officers
may be facsimile. In case any officer who signed, or whose facsimile signature
has been used on any certificate shall cease to be such officer for any reason
before the certificate has been delivered by the corporation, such certificate
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.
(Clause (c) - It shall not be necessary to set forth in certificates
the provisions of the certificate of incorporation in original or amended form
showing the class or classes of stock authorized to be issued by the corporation
and the distinguishing characteristics thereof. The provisions may be either (a)
summarized on the face or back of the certificate or (b) incorporated by
reference made on the face or back of the certificate where such reference
states that a copy of said provisions, certified by an officer of the
corporation, will be furnished by the corporation or its transfer agent, without
cost, to and upon request of the certificate holder.
Section 2 - Lost Certificates
The board of directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 3 - Transfers of Stock
Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 4 - Registered Stockholders
The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Florida.
ARTICLE VII
MISCELLANEOUS
Section 1 - Dividends
Clause (a) - Dividends upon the capital stock of the corporation,
subject to any provisions of the certificate of incorporation, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
When the directors so determine, dividends may be paid in stock.
Clause (b) - Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2 - Fiscal Year
The fiscal year of the corporation shall begin on the first day of May
in each year.
Section 3 - Seal
The corporate seal shall have inscribed thereon the name of the
corporation, the year of incorporation and the words "Corporate Seal, Florida".
Section 4 - Inspection of Stock Books
Any stockholder desiring to inspect the books or records of the
corporation other than the stock books, shall present to the board of directors,
or executive committee, an application for such inspection, specifying the
particular books or
records to be inspected and the purpose for which such inspection is desired.
If, from such application, it shall appear to the board of directors or
executive committee that such inspection is sought for any legitimate purpose
connected with the interests of the applicant as a stockholder of the
corporation, the board of directors or executive committee shall grant such
application and shall specify a time and place for the inspection of such books
and records. No stock holder shall have any right of inspection of such books
and records of the corporation except as herein set forth.
Section 5 - Amendments
These By-Laws may be amended at any regular meeting of the stockholders
or at any special meeting of the stockholders at which a quorum is present,
provided notice of the proposed alteration or repeal be contained in the notice
of such meeting, by the affirmative vote of a majority of the stock entitled to
vote at such meeting and present or represented thereat, or by the affirmative
vote of a majority of the whole board of directors at any regular meeting of the
board of directors, or at any special meeting of the board of directors, if
notice of the proposed alteration or repeal be contained in the notice of such
special meeting, provided that Section 5 of Article II of these By-Laws shall be
amended only by the affirmative vote of the holders of 95% of the stock entitled
to vote at meetings of the stockholders.
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Filing Submission 0000950123-01-003217 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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