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-3.83 — A/R By-Laws of Sun City Center Realty, Inc.
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Exhibit 3.83
AMENDED AND RESTATED
B Y - L A W S
0 F
SUN CITY CENTER REALTY, INC.
* * * * *
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation in
Florida shall be in the City of Miami, State of Florida and the name of the
registered agent in charge thereof is CT Corporation System.
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 may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1981, shall be held
on the 14th day of October if not a legal holiday, and if a legal holiday, then
on the next secular day following, at 10:00 A. M., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairperson of the Board, and
shall be called by the Chairperson of the Board or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in interest of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 3. Notice of Meetings. The Secretary or Assistant Secretary
shall cause written notice of the annual meeting or any special meeting stating
the place, date and hour of the meeting to be given to each stockholder entitled
to vote at such meeting not less than ten or more than sixty days before the
date of the meeting.
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Section 4. Place of Meetings. All meetings of the stockholders for the
election of Directors may be held within or without the State of Florida, at
such place as may be fixed from time to time by the Board of Directors, or shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Florida, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 5. List of Stockholders. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
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Section 6. 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
Articles of Incorporation. Once a quorum has been established at any meeting of
the stockholders, the subsequent withdrawal of stockholders so as to reduce the
number of shares entitled to vote at the meeting below the number required for a
quorum shall not affect the validity of any action taken at the meeting or cause
an adjournment of the meeting, and any actions taken prior to or after such
withdrawal shall have full validity and effect. 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. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
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Section 7. Voting; Authority. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock entitled to vote 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 or of the Articles of Incorporation, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
Section 8. Voting; Proxies. Unless otherwise provided in the Articles
of Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder; provided, however that the right
to vote by proxy shall exist only if any instrument authorizing such proxy to
act shall have been executed in writing by the stockholder or by his or her
attorney thereunto duly authorized in writing. No proxy shall be voted on after
eleven months from its date, unless the proxy expressly provides for a longer
period.
Section 9. Consent of Stockholders Without a Meeting. Unless otherwise
provided in the Articles of Incorporation, any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without
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prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given within ten days to
those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number; Term. The Board of Directors shall consist of such
number of Directors as may be determined from time to time by resolution of the
Board of Directors or action of the stockholders; provided, however that such
number shall be not less than one nor more than five. The Directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each Director elected shall hold office until his or her
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors
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then in office, though less than a quorum, or by a sole remaining Director, and
the Directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no Directors in office, then an election of Directors
may be held in the manner provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the Directors then in office shall
constitute less than a majority of the whole Board (as constituted immediately
prior to any such increase), the vacancy may be filled by a majority of the
Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the Directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Circuit Court of the Circuit in
which the registered office of the corporation is located may, upon application
of any stockholder or stockholders holding at least ten percent of the total
number of the shares at the time outstanding having the right to vote for such
Directors, summarily order an election to be held to fill any such
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vacancies or newly created directorships, or to replace the Directors chosen by
the Directors then in office.
Section 3. Resignation of Directors. Any director may resign at any
time by delivering a written resignation to the Chairperson of the Board or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
Section 4. Removal of Directors. Any Director may be removed, either
with or without cause, upon the vote of the holders of a majority of the shares
represented and entitled to vote at any special meeting of stockholders, the
notice or waiver of which specifies such purpose. Any vacancy in the Board of
Directors caused by any such removal may be filled at such meeting by such
stockholders; if such stockholders do not fill such vacancy at such meeting,
such vacancy may be filled in the manner provided in Section 2 hereof.
Section 5. General Powers. The business of the corporation shall be
managed by or 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 these By-Laws directed
or required to be exercised or done by the stockholders.
- 8 -
Section 6. Place of Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Florida.
Section 7. First Meeting. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all the Directors.
Section 8. Regular Meetings. 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, but not less frequently than once each calendar
quarter.
Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or by two Directors upon at least
two days' notice
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to each Director, either personally or by mail or by telegram unless such notice
is waived by all of the Directors.
Section 10. Quorum; Manner of Acting. At all meetings of the Board, a
majority of the 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 11. Action Without Meeting. Unless otherwise restricted by the
Articles of Incorporation or these 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 all members of the Board or Committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or Committee.
Section 12. Participation in a Meeting by Conference Telephone. Unless
otherwise restricted by the Articles of
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Incorporation or these By-Laws, members of the Board of Directors, or any
Committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any Committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 13. Reliance on Accounts and Reports. A Director, or a member
of any Committee designated by the Board of Directors, in the performance of his
or her duties, shall be fully protected in relying in good faith on the books of
accounts or reports made to the Corporation by any of its officers, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors, or by any such Committee, or in
relying in good faith upon other records of the Corporation.
Section 14. Constitution of Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
Committees, each Committee to consist of two or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate members
of any Committee, who may replace any absent or disqualified member at any
meeting of the Committee.
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In the absence or disqualification of a member of a Committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
Any such Committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such Committee shall have the power or
authority to amend the Articles of Incorporation, adopt an agreement of merger
or consolidation, recommend to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommend to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amend the By-Laws of the Corporation; and, unless the resolution
or the Articles of Incorporation expressly so provide, no such Committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. Such Committee or Committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
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Section 15. Committee Proceedings. Each Committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required. Except as otherwise prescribed by the Board of Directors, each
Committee may adopt such rules and regulations governing its proceedings, quorum
and manner of acting as it shall deem proper and desirable provided that the
quorum shall not be less than two Directors.
Section 16. Compensation of Directors. Unless otherwise restricted by
the Articles of Incorporation or these By-Laws, the Board of Directors shall
have the authority to fix the compensation of Directors. 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 the Corporation 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 of Notice. Whenever, under the provisions of the
statutes or of the Articles of Incorporation
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or of these By-Laws, notice is required to be given to any Director or
stockholder, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, or by telegram addressed to such Director or
stockholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail, or
if by telegram, when transmitted.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the Articles 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. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairperson of the Board, a President, one
or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors may
also appoint one or more Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same
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person, unless the Articles of Incorporation or these By-Laws otherwise provide.
Section 2.- Appointment of Officers. The Board of Directors at its
first meeting after each annual meeting of stockholders shall appoint a
Chairperson of the Board, a President, one or more Vice-Presidents, a Secretary
and a Treasurer. If any officers are not appointed by the Board of Directors at
its annual meeting, such officers may be appointed at any subsequent regular or
special meeting of the Board.
Section 3. Other Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
Section 4. Compensation. The salaries or other compensation of all
officers and agents of the Corporation shall be fixed from time to time by
resolution of by the Board of Directors.
Section 5. Term of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the
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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 shall be filled by the Board of Directors.
Section 6. Resignation. Any officer may resign his or her office at any
time by delivering a written resignation to the Board of Directors, Chairperson
of the Board, or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 7. Removal. Any officer may be removed from office, either for
or without cause, by the vote of a majority of the Board of Directors given at
any regular meeting or any special meeting the notice or waiver of notice of
which specifies such purpose.
Section 8. The Chairperson of the Board. The Chairperson of the Board
shall preside at all meetings of the stockholders and the Board of Directors and
shall be the chief executive officer of the corporation and shall have the
general supervision and direction of all other officers of the corporation. The
Chairperson of the Board shall have such other powers and duties as may be
assigned to or vested in him or her from time to time by the Board of Directors
of by these By-Laws.
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Section 9. The President. The President shall be the chief operating
officer of this corporation and shall have general and active control of its
business and officers. The President shall have such other powers and duties as
may be assigned to or vested in him or her from time to time by the Board of
Directors or by these By-Laws.
Section 10. The Vice-Presidents. In the absence of the President or in
the event of his or her 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 Directors, or in the absence of any designation, then in
the order of their election) 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. The Vice-Presidents shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
Section 11. The Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors,
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and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he or she shall be. The
Secretary, or an Assistant Secretary, shall have custody of the corporate seal
of the Corporation and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his or her signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by
signature of such officer.
Section 12. The Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his or
her inability or refusal to act, 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 prescribe.
Section 13. The Treasurer. The Treasurer shall be the chief financial
officer of the Corporation, shall (a) have charge and custody of and be
responsible for all funds and securities of the corporation, (b) receive and
give receipts for all money due and payable to the corporation
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and deposit all money in the name of the corporation in the banks, trust
companies, or other depositories selected by the Board of Directors, and (c) in
general perform all the duties incident to the office of treasurer and such
other duties as the President or the Board of Directors prescribe from time to
time. If required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such sureties as the
Board of Directors determines.
Section 14. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the Treasurer or in the event
of his or her inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
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ARTICLE VI
CAPITAL STOCK
Section 1. Certificates of Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the President or a Vice-President and the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such stockholder in the Corporation.
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 or her legal representative, to advertise the same in such
manner as it shall require and/or to 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.
- 20 -
Section 3. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made on the books of the Corporation by the holder of
record thereof, in person or by his or her attorney thereunto duly authorized by
a power of attorney duly executed in writing and filed with the Secretary of the
Corporation or with any of its transfer agents, upon surrender of the
certificate or certificates properly endorsed or accompanied by proper
instruments of transfer, representing such shares.
Section 4. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors
- 21 -
may fix a new record date for the adjourned meeting.
Section 5. 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.
- 22 -
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 2. Reserve for Dividends. 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 deem to be in the
interest of the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
Section 3. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.
- 23 -
Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 6. Seal. The corporate 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 7. Indemnification. The Corporation shall indemnify its
officers, directors, employees and agents to the maximum extent permitted by the
General Corporation Law of Florida.
ARTICLE VIII
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by affirmative
vote of a majority of
- 24 -
the Board of Directors as provided in the Articles of Incorporation at any
annual or special meeting of the stockholders or any meeting of the Board of
Directors if notice of such alteration, amendment, repeal or.adoption of new
By-Laws be contained in the notice of such meeting. The power to adopt, amend or
repeal By-Laws conferred upon the Board of Directors by the Articles of
Incorporation shall not divest or limit the power of the stockholders to adopt,
amend or repeal By-Laws. The stockholders may prescribe in any By-Law made by
them that such By-law shall not be altered, amended, or repealed by the Board of
Directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of Sun City Center
Realty, Inc., a Florida corporation; and
That the foregoing By-Laws comprising 25 pages, constitute the By-Laws
of said corporation as duly adopted by the Board of Directors of said
corporation on the 10th day of January, 1986.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 10th day of January, 1986.
/s/ Martha M. Haupt
--------------------------
Martha M. Haupt
Secretary
[SEAL]
SUN CITY CENTER
REALTY, INC. CORPORATE
1973
FLORIDA
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