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-3.86 — By-Laws of Tarpon Cove Realty, Inc.
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Exhibit 3.86
BY-LAWS OF
TARPON COVE REALTY, INC.
ARTICLE I
OFFICES OF THE CORPORATION
The corporation may have offices in such places within and without the
State of Florida as the board of directors may from time to time determine or
the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings.
Annual meetings of shareholders may be held at such place either within
or without the State of Florida as shall be designated from time to time by the
board of directors.
Section 2. Time and Business of Annual Meetings.
Annual meetings of shareholders, at which the shareholders by a
majority vote shall elect directors as provided in Section 1 of Article III
hereof and shall transact such other business as may properly be brought before
the meeting, shall be held at such date and time as shall be designated from
time to time by the board of directors.
Section 3. Calling of Special Meetings.
Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of incorporation, may
be called by the board of directors, the chairman of the board, the president,
or the holders of not less than one-half of the shares entitled to vote at the
meeting.
Section 4. Quorum.
The holders of a majority of the voting power of the shares issued and
outstanding and entitled to vote, present in person. or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business.
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Section 5. Voting; Proxies.
Each shareholder shall at every meeting of the shareholders be entitled
to one vote in person or by proxy for each Common Share of the corporation held
of record by such shareholder on the record date. When a quorum is present at
any meeting, a majority of the votes cast by those present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the Florida
statutes, a greater vote is required, in which case such express provision shall
govern and control the decision of such question.
Section 6. Action Without a Meeting.
Any action to be taken at any meeting of shareholders of the
corporation may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action to be taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE III
DIRECTORS
Section 1. Number of Directors; Terms.
The number of directors which shall constitute the entire board of
directors shall be determined from time to time by the board of directors. Each
director shall be elected by the shareholders entitled to vote in the election
of directors to hold office until the next annual meeting of shareholders for
the election of directors and until his successor is duly elected and qualifies
or until he sooner dies, resigns or is removed.
Section 2. Vacancies.
A vacancy or vacancies in the board of directors shall be deemed to
exist in case of a death, resignation or removal of any director, or if the
shareholders fail at any annual or special meeting of shareholders at which any
director or directors is to be elected to elect the full authorized number of
directors to be voted for at that meeting, or if there are newly created
directorships resulting from any increase in the authorized number of directors.
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Vacancies in the board of directors may be filled by a majority of the
directors then in office (though less than a quorum) or by sole remaining
director and any director so chosen shall hold office only to the next annual
meeting of shareholders for the election of directors. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.
Section 3. Resignation of Directors.
Any director may resign at any time by giving written notice to the
board of directors, president or secretary of the corporation, to take effect at
the time specified therein. The acceptance of such resignation, unless required
by the terms thereof, shall not be necessary to make it effective.
Section 4. Duties of Board.
The business of the corporation shall be managed under the direction of
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by the by-laws directed or required to be exercised or done by
the shareholders. The board of directors shall cause the officers of the
corporation to keep appropriate records of the proceedings of shareholders and
directors.
Section 5. Annual Meetings.
Immediately following each annual meeting of the shareholders, or at
such other time as shall be fixed by the board of directors, the board of
directors shall hold a meeting for the purpose of organization, election of
officers, and the transaction of such other business as they deem necessary.
Section 6. Regular Meetings.
Regular meetings of the board of directors may be held at such time and
place as shall from time to time be determined by the board of directors and, if
so determined, notices thereof need not be given.
Section 7. Special Meetings.
Special meetings of the board of directors may be called by the
chairman of the board, or the president on reasonable notice, personal or
written, to each director; special meetings shall be called by the
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president or secretary on like notice on written request of two directors.
Notices of special meetings shall state the Place, date and hour of the meeting,
but need not state the purpose for which the meeting is called.
Section 8. Quorum; Action.
A majority of the number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
articles of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Section 9. Action of Directors Without a Meeting.
Unless otherwise restricted by the articles of incorporation, or the
by-laws, any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if a consent in writing setting forth the action to be taken and signed by all
members of the board of directors or committee, as the case may be, is filed
with the minutes of proceedings of the board of directors or committee, as the
case may be.
Section 10. Meeting Outside of State.
The board of directors of the corporation may hold meetings, both
regular and special, either within or without the State of Florida.
Section 11. Telephone Meetings.
Unless otherwise restricted by the articles of incorporation, members
of the board of directors or any committee thereof may participate in a meeting
of the board of directors or any committee thereof by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can simultaneously hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.
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Section 12. Removal of Directors.
Except as may otherwise be provided by the Florida Business Corporation
Act or the articles of incorporation, the entire board of directors or one or
more directors may be removed from office, with or without cause, only by the
affirmative vote of the holders of two-thirds of the shares entitled to vote in
the election of directors.
Section 13. Compensation.
Directors who are active, salaried employees of the corporation shall
not receive a stated salary as directors. However, directors who are not active,
salaried employees of the corporation may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors and/or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICES
Section 1. Notices to Directors and Shareholders.
Whenever, under the provisions of any statute or of the articles of
incorporation or the by-laws, notice is required to be given to any director or
shareholder, such notice shall be given in person or in writing and personally
delivered or sent by first class mail, in which case such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail, or by some form of electronic transmission, in which case such notice
shall be deemed to be given at the time when the recipient of such transmission
acknowledges its receipt.
Section 2. Waiver of Notice.
Whenever any notice is required to be given under the provisions of any
statute or of the articles of incorporation or these by-laws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of any such person at a meeting shall constitute a waiver of notice
of such meeting, except when such person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
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ARTICLE V
OFFICERS
Section 1. Officers.
The officers of the corporation shall be chosen by the board of
directors and shall include a president, a secretary and a treasurer. The board
of directors may elect or appoint such other officers, one or more vice
presidents, assistant secretaries, assistant treasurers, and agents, as it shall
deem necessary, each of whom shall exercise such powers and perform such duties
as shall be determined from time to time by the board of directors and as are
incident to his office. Any two or more offices may be held by the same person.
Section 2. Compensation.
The salaries of all officers and agents of the corporation, if any,
shall be fixed by the board of directors.
Section 3. Term; Vacancies.
Each officer of the corporation shall hold office until the next annual
meeting of the board of directors and until his successor is chosen and
qualifies or until his earlier resignation or removal. Any vacancy occurring in
any office of the corporation shall be filled by the board of directors.
Section 4. Removal and Resignation.
Any officer may be removed, either with or without cause, by the board
of directors at any regular or special meeting, or, if a subordinate officer, by
an officer upon whom the power of appointment and removal of subordinate
officers has been conferred by the board of directors. Any officer may resign at
any time by giving notice to the board of directors or to the president or to
the secretary of the corporation. Any such resignation shall take effect at the
date of receipt of such notice or at any later time specified therein; and,
unless otherwise specified in such notice, the acceptance of the resignation
shall not be necessary to make it effective.
Section 5. President.
Subject to the control of the board of directors, and to such powers,
if any, as may be given by the board of directors to the
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chairman of the board, the president shall have general supervision, direction
and control of the business of the corporation and its employees and shall
exercise such general powers of management as are usually vested in the office
of the president of a corporation. The president shall, in the absence of the
chairman of the board, preside, if present, at all meetings of the board of
directors and shareholders, shall be the chief executive officer of the
corporation and shall have such other powers and duties as may from time to time
be assigned to him by the board of directors or prescribed by the by-laws, and,
subject thereto, the powers and duties customary to such office.
Section 6. Vice President.
In the absence or disability of the president, the vice president, if
there shall be such an officer, or, if there be more than one, the vice
presidents in the order determined by the president or by the board of directors
(or, if there be no such determination, then in the order of their election or
appointment), shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. A vice president (including any executive or senior vice president)
shall have such other powers and perform such other duties as from time to time
may be assigned to him by the board of directors, and, subject thereto, the
powers and duties customary to his office.
Section 7. Secretary.
The secretary shall keep or cause to be kept, at the principal office
of the corporation or such other place as the board of directors may order, a
book of minutes of all meetings of directors and of the shareholders. The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the board of directors required by the by-laws or by law to
be given, and shall keep the seal of the corporation in safe custody, and shall
have such other Powers and perform such other duties as may be assigned to him
by the board of directors or prescribed by the by-laws, and, subject thereto,
the powers and duties customary to such office.
Section 8. Assistant Secretary.
The assistant secretary, if there shall be such an officer or, if there
be more than one, the assistant secretaries in the order determined by the
president (or, if there be no such determination, then in the order of their
election or appointment), shall, in the absence of the secretary or in the event
of his inability or refusal to act,
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perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time assign to him and, subject thereto, the customary powers and duties
of such office.
Section 9. Treasurer.
The treasurer shall be responsible for receiving and disbursing all
funds, negotiable instruments, securities and other similar assets of the
corporation, in accordance with established procedures and under proper
authorization, and for safeguarding all assets of the corporation and shall have
such other powers and duties as may from time to time be assigned to him by the
board of directors and, subject thereto, the powers and duties customary to such
office.
ARTICLE VI
SHARE CERTIFICATES
Section 1. Certificate.
Every holder of shares in the corporation shall be entitled to have a
certificate signed in the name of the corporation by the chairman, president or
vice president and the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Section 2. Lost Certificates.
The corporation may issue a new certificate or certificates in place of
any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the share certificate to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
corporation may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
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ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends.
Dividends upon the capital shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors pursuant to law at any regular or special meeting. Dividends
may be paid in cash, in property, or in capital shares, subject to the
provisions of the articles of incorporation and Florida law. Before payment of
any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves for any proper
purpose which the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2. Fiscal Year.
The fiscal year of the corporation shall be established by resolution
of the board of directors from time to time.
Section 3. Seal.
The corporation seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 4. Bonds.
The board of directors from time to time may require from any one or
more of the officers or agents of the corporation that he or they shall give
bond for the faithful performance of duties in such form, in such sum and with
such sureties as said board may determine. The premiums for all such bonds shall
be paid by the corporation.
Section 5. Voting Shares of Other Corporations.
Whenever the corporation shall own shares of another corporation, the
chairman, the president, a vice president, the treasurer or the secretary,
acting either in person or by proxy, may exercise in the name and on behalf of
the corporation all voting and subscription rights
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thereof, but the board of directors may delegate such authority exclusively to
any one or more other persons.
Section 6. Execution of Writings.
The board of directors may authorize any director, officer, employee,
agent, or attorney to execute and deliver in the name and on behalf of the
corporation, any deed, transfer, easement, note, mortgage, bond, check, draft,
contract or any other instrument, and such authority may be general or confined
to specific instances. Unless so authorized by the board of directors, no
director, officer, employee, agent, or attorney shall have any power or
authority to bind the corporation, to pledge its credit or its assets for any
purpose or amount, or to execute any document or instrument whatsoever.
Section 7. Execution of Certificates.
Any action taken by the shareholders or the board of directors at any
meeting may be certified by the officer whose duty it is to keep the records
thereof or by the officer or person presiding thereat; and any such certificate
shall be conclusive evidence for all purposes that the action so certified was
taken.
Section 8. Articles of Incorporation: By-laws.
The term "articles of incorporation" as used herein shall mean the
original articles of incorporation of the corporation and any and all
amendments, additions and supplements thereto adopted in accordance with
applicable law. The term "by-laws" as used herein shall mean the original
by-laws of the corporation and any and all amendments, additions and supplements
thereto adopted in accordance with applicable law.
Section 9. Amendment by Shareholders and Directors.
The by-laws of the corporation may be made, amended or repealed only by
the affirmative vote of a majority of the whole board of directors or by the
affirmative vote of the holders of all of the capital shares of this
corporation.
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