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Wci Communities Inc – ‘S-4’ on 4/6/01 – EX-3.80

On:  Friday, 4/6/01, at 5:33pm ET   ·   Accession #:  950123-1-3217   ·   File #:  333-58500

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/06/01  Wci Communities Inc               S-4                  110:3.5M                                   RR Donnelley/FA

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-3.80   —   By-Laws of Pelican Landing Properties, Inc.

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Exhibit 3.80 PELICAN LANDING PROPERTIES, INC. ********* BY - LAWS ********* ARTICLE I STOCKHOLDERS 1.01 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such hour and on such day during the month of April in each year as the Directors by resolution shall determine. 1.02 Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, President or, in his absence or disability, by any Vice President, or by the Board of Directors, and shall be immediately called by the President, or, in his absence or disability, by a Vice President, or by the Secretary, upon the written request of persons holding of record in the aggregate a majority in amount of the outstanding shares of stock of the corporation at the time, entitled to vote for the election of directors, such written request to state the purpose or purposes of the meeting and to be delivered to the President, such Vice President or the Secretary. In the case of failure to call such meeting within twenty days after such request, such stockholder or stockholders may call the same and the called meeting shall be held on the thirtieth day after the delivery to the President or Vice President of the written request. If the thirtieth day falls on a Sunday or legal holiday, said meeting shall be held on the next succeeding day if not a Sunday or legal holiday. 1.03 Place of Meetings. All annual meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place as shall be specified in the notices or waivers of notice thereof. All other meetings of the stockholders shall be held at such places as shall be specified in the respective notices or waivers of notice thereof. 1.04 Notice of Meeting. The Secretary or an Assistant Secretary shall cause notice of the time, place and purpose or purposes of each meeting of the stockholders (whether annual or special) to be mailed, at least ten (but not more than -1-
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sixty) days prior to the meeting, to each stockholder of record entitled to vote at his post office address as the same appears on the books of the Corporation at the time of such mailing. Notice of any meeting of stockholders need not be given to any stockholder who shall sign a waiver of such notice in writing, whether before, at or after the time of such meeting. No notice of any adjourned meeting of the stockholders (other than an announcement made at the meeting originally called) need be given. 1.05 Statutory Exceptions Not Limited. Nothing contained in these By-Laws shall be construed to limit in any way the applicability to any annual or special meeting of the stockholders of any statute at the time in force which would validate, by virtue of the presence thereat and written consent of the holders of a specified percentage of shares of stock, or otherwise, the acts of such meeting, notwithstanding the particular manner or extent of the call or notice thereof. 1.06 Quorum. Except as at the time otherwise authorized or required by statute, by the Certificate of incorporation or by these By-Laws, the presence at any meeting of stockholders, in person or by proxy, of the holders of record of shares of stock entitled to vote at the meeting aggregating at least a majority of the total number of shares of stock then issued and outstanding and entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum, a majority in interest of the stockholders entitled to vote at the meeting present thereat in person or by proxy, or, if no stockholder entitled to vote is present thereat in person or by proxy, any officer present thereat entitled to preside or act as Secretary of such meeting, may adjourn the meeting sine die or from time to time. At any such adjourned meetings at which a quorum may be present, any business may be transacted which might have been transacted at the meeting originally called. 1.07 Voting. (a) The stockholders shall vote as a single class for all purposes. At each meeting of stockholders, every holder of record of stock entitled to vote at such meeting shall be entitled to one vote for such share of such stock standing in his name on the books of the Corporation at the record date fixed by the Board of Directors pursuant to the provisions of Section 5.06 hereof, or, if such record date shall not have been so fixed, at the time of such meeting. (b) At each meeting of stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy, provided, however, that the right to vote -2-
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by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered to the Secretary of the Corporation or to such other officer or person who may, in the absence of the Secretary, be acting as Secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one present, that one, shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument upon all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his proxy, may represent such stock and vote thereon. (c) At all meetings of the stockholders, except as otherwise required by statute, by the Certificate of Incorporation or by Section 2.03 hereof, all matters shall be decided by a vote of the majority of the votes cast by the stockholders entitled to vote thereat and present thereat in person or by proxy. The vote upon any question before a meeting of the stockholders shall be by ballot whenever requested by any person entitled to vote, but, unless such a request is made, voting may be conducted in any way approved by the meeting. ARTICLE II BOARD OF DIRECTORS 2.01 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all the powers of the Corporation, whether derived from law or the Certificate of Incorporation, except such powers as are by statute, by the Certificate of Incorporation or by these By-Laws vested solely in the stockholders of the Corporation. 2.02 Number and Term of Office. The number of directors shall be determined by the incorporators at their first meeting, or at the first meeting of the stockholders by the affirmative vote of at least a majority in number of each class of outstanding stock; and such determination may be changed by the affirmative vote of at least a majority of outstanding stock at any annual or special meeting of stockholders, provided that no such change shall be made to -3-
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lessen the duration of the current term of any incumbent director. Each director (whether elected at an annual meeting or to fill a vacancy or newly created directorship or otherwise) shall hold office until his successor shall have been elected and shall qualify, or until his death, resignation in the manner provided in Section 2.08 hereof, or removal in the manner provided in Section 2.09 hereof. 2.03 Election of Directors. Except to the extent otherwise provided in Section 2.10 hereof, directors shall be elected annually at the annual meetings of the stockholders. In the event of the failure to elect directors at an annual meeting of the stockholders, directors may be elected at any special meeting of stockholders entitled to vote for the election of directors, provided that such purpose shall be specified in the notice of such meeting. Directors need not be stockholders. 2.04 Annual and Regular Meetings. The annual meeting of the Board of Directors, for the choosing of officers and for the transaction of such other business as may come before the meeting, shall be held in each year immediately after the annual meeting of the stockholders at the place of such annual meeting of stockholders or at such other place to the designation of which each director shall consent in writing. Subject to the requirements of Section 1.07 hereof, notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place thereof. Regular meetings may be held within the State of Florida or if a majority of directors consent, outside the State of Florida. Subject to the requirements of Section 1.07 hereof, notice of such regular meetings need not be given; provided, however, that in case the Board of Directors shall fix or change the time or place of regular meetings, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him at his residence or usual place of business. 2.05 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or the President, or, in the absence or disability of the Chairman and the President, by any Vice President, or by two or more directors at such time and place (which may be within or outside of the State of Florida) as may be specified in the respective notice or waivers of notice thereof. Special meetings may be held within the State of Florida or, if a majority of directors consent, outside of the State of Florida. Notice of each special meeting, stating the time and place thereof, shall be mailed to each director, -4-
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addressed to him at his residence or usual place of business, at least three days before the day on which the meeting is to be held or shall be sent to him at such residence or usual place of business by telegram, radio or cable or delivered to him personally not later than three days before the day on which the meeting is to be held. Notice of any special meeting need not be given to any director who shall waive notice of such meeting in writing, whether before or after the time of such meeting, and any business may be transacted thereat. No notice need be given of any adjourned meeting. 2.06 Quorum. At all meetings of the Board of Directors, the presence of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business. 2.07 Manner of Activity. Unless otherwise restricted by the certificate of 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, of 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. 2.08 Resignations. Any director may resign at any time by delivering a written resignation to either the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. 2.09 Removal of Directors. Any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of the stock of the Corporation entitled to vote for the election of such directors, given at a special meeting of the stockholders called for that purpose, regardless of whether a quorum of all of the stockholders is present. The provisions of this Section 2.09 may be amended, altered or repealed only by the stockholders in the manner specified in clause (a) of Section 1.07 hereof. 2.10 Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of directors or otherwise, the directors then in office shall continue to act and such vacancies shall be filled by a majority vote of the remaining director or directors. -5-
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2.11 Compensation. The directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed to each director who is not an active, salaried employee of the Corporation for attendance at meetings of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation for such service. 2.12 Committees of Directors. 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 one 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. 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 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 in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the by-laws of the Corporation; and, unless the resolution or the certificate 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. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. -6-
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ARTICLE III OFFICERS 3.01 Number. The officers of the Corporation shall be a Chairman of the Board, a President, such number and classes of Vice Presidents as the Board of Directors may from time to time determine, a Secretary and a Treasurer and such other officers as may be appointed in accordance with the provisions of Section 3.03 hereof. 3.02 Election, Term of Office and Qualifications. The officers (except such officers as may be appointed in accordance with the provisions of Section 3.03 hereof) shall be chosen by the Board of Directors annually at its annual meeting. In the event of the failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold his office until the next ensuing annual meeting of the Board of Directors and until his successor shall have been chosen and qualified, or until his death, resignation in the manner provided in Section 3.04 hereof or removal in the manner provided in Section 3.05 hereof. Any one person may hold any two or more of such offices, except that the Chairman or President shall not also be the Secretary or an Assistant Secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The President shall be and remain a director of the Corporation during the term of his office. No other officer need be a director. 3.03 Subordinate Officers, etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective titles, terms of office, authorities and duties. 3.04 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the Chairman of the Board, the President, the Secretary or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. 3.05 Removal. Any officers may be removed from office, either for or without cause, at any special meeting of the Board of Directors called for that purpose or at a regular -7-
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meeting, by the vote of a majority of the total number of directors. Any officer or agent appointed in accordance with the provisions of Section 3.03 hereof may also be removed, either for or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Directors. 3.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or any other cause, or if a new office shall be created, then such vacancy or newly created office may be filled by the Board of Directors at any regular or special meeting. 3.07 The Chairman of the Board. The Chairman of the Board shall have the following powers and duties: (a) He shall be the chief executive officer of the Corporation and shall have general charge of the business, affairs and property of the Corporation and general supervision over its offices, employees and agents. (b) He shall preside at all stockholders' meetings. (c) He shall preside at all meetings of the Board of Directors. (d) He shall be ex-officio a member and chairman of all standing committees of the Board and, except as he shall otherwise delegate such function, of management. (e) He shall have the authority to execute all legal documents on behalf of the Corporation. 3.08 The President. The President shall have the following powers and duties: (a) He shall be the chief operating officer of the Corporation and, subject to the direction of the Chairman, he shall have immediate supervision and control of the business, affairs and property of the Corporation and over its officers, employees and agents. (b) If no Chairman of the Board has been chosen, or if such officer is absent or disabled, he shall preside at meetings of the stockholders and Board of Directors. (c) He shall be empowered to sign certificates representing stock of the Corporation, the issuance of which shall have been authorized by the Board of Directors. -8-
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(d) Subject to the Board and the Chairman of the Board, he shall have and perform such other powers and duties as from time to time may be assigned to him by the Board of Directors. 3.09 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors, the Chairman, or the President. At the request or in the absence or disability of the President, the Vice President designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the President, may 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. Each Vice President shall be empowered to sign certificates representing stock of the Corporation, the issuance of which shall have been authorized by the Board of Directors. 3.10 The Secretary. The Secretary shall have the following powers and duties: (a) He shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose. (b) He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by statute. (c) He shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and, when so affixed, he may attest the same. (d) He shall see that the books, reports, statements, certificates and other documents and records required by statute are properly kept and filed. (e) He shall have charge of the stock books of the Corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of the stock of the Corporation to each class issued and outstanding, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder -9-
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and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, upon application, the original or duplicate stock register. He shall cause the stock book referred to in Section 5.04 hereof to be kept and exhibited at the Florida office of the Corporation in the manner and for the purpose provided in such Section. (f) He shall be empowered to sign certificates representing stock of the Corporation, the issuance of which shall have been authorized by the Board of Directors. (g) He shall perform, in general, all duties incident to the office of Secretary and such other duties as are given to him by these By-Laws or as from time to time may be assigned to him by the Board of Directors or the President. 3.11 The Treasurer. The Treasurer shall have the following powers and duties: (a) He shall have charge and supervision over and be responsible for the monies, securities, receipts and disbursements of the Corporation. (b) He shall cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 4.03 hereof. (c) He shall cause the monies of the Corporation to be disbursed by checks or drafts (signed as provided in Section 4.04 hereof) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all monies disbursed. (d) He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer and render a full financial report at the annual meeting of the stockholders if called upon to do so. (e) He shall cause to be kept correct books of account of all the business and transactions of the Corporation and exhibit such books to any director upon application at such office during business hours. (f) He shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with -10-
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respect to any and all financial transactions of the Corporation. (g) He shall be empowered to sign certificates representing stock of the Corporation, the issuance of which shall have been authorized by the Board of Directors. (h) He shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President. 3.12 Salaries. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 3.03 hereof. As to this Section, the decision of the Board of Directors shall be by a majority of the directors present at the meeting. No officers shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the Corporation. 3.13 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility and accounting for all property, monies, or securities of the Corporation which may come into his hands. ARTICLE IV EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS 4.01 Execution of Instruments. Subject to any limitation contained in the Certificate of Incorporation or in these ByLaws, the Chairman of the Board, the President or any Vice President may, in the name and on behalf of the Corporation, execute and deliver any contract or other instrument authorized by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Certificate of Incorporation or in these By-Laws, authorize any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the Corporation. Any such authorization may be general or confined to specific instances. -11-
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4.02 Loans. Except in the ordinary course of business of the Corporation, no loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name and no property of the Corporation shall be mortgaged, pledged, hypothecated, or transferred as security for the payment of any loan, advance, indebtedness or liability of the Corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. 4.03 Deposits. All monies of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors. 4.04 Checks, Drafts, etc. All notes, drafts, acceptances, checks, endorsement and, subject to the provisions of Section 4.05 hereof, evidences of indebtedness of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine. 4.05 Bond and Debentures. Every bond or debenture issued by the Corporation shall be evidenced by an appropriate instrument which shall be signed by the Chairman or the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation's officers named herein may be facsimile. In case any officer who signed or whose facsimile signature has been used on any such bond or debenture shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture 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. -12-
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4.06 Sale, Transfer, etc. of Securities. Sales, transfers, endorsements and assignments of shares of stocks, bonds and other securities owned by or standing in the name of the Corporation and the execution and delivery on behalf of the Corporation of any and all instruments in writing incident to any such sale, transfer, endorsement or assignment shall be effected by the Chairman or the President or any Vice President, together with the Treasurer or Secretary, or by any officers or agent thereunto authorized by the Board of Directors. 4.07 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation shall be executed and delivered on behalf of the Corporation by the Chairman or the President or any Vice President and the Secretary or an Assistant Secretary of the Corporation or by an officer or agent thereunto authorized by the Board of Directors. ARTICLE V CAPITAL STOCK 5.01 Certificate of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by the Chairman or the President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal (which may be facsimile, engraved or printed) of the Corporation, certifying the number and kind, class or series of shares owned by him in the Corporation; provided, however, that, where such a certificate is signed by (a) a transfer agent or an assistant transfer agent, or (b) a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chairman, President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, may be a facsimile. In case any officer who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate shall cease to be such officer of the corporation for any reason before the delivery of such certificate by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer. Certificates representing shares of stock of the Corporation shall be in such form as shall be approved by the Board of Directors. There shall be entered upon the stock books of the Corporation at the time of issuance of each share the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of -13-
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such shares and the date of issuance thereof. Every certificate exchanged or returned to the Corporation shall be marked "Cancelled" with the date of cancellation. 5.02 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, or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the Corporation or any of its transfer agents, and on surrender of the certificate or certificates properly endorsed or accompanied by proper instruments of transfer representing such shares. The Corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to or interest in such share or shares on the part of any other person whether or not it or they shall have express or other notice thereof. 5.03 Regulations. Subject to the provisions of this Article V and of the Certificates of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption and registration of certificates for shares of the stock of the Corporation. 5.04 Maintenance of Stock Book at Principal Office. A stock book (or books where more than one kind, class or series of stock is outstanding) shall be kept at the Florida office of the Corporation containing the names alphabetically arranged of all persons who are stockholders of the Corporation and showing their addresses and the number of shares of stock of each kind, class or series held of record by them, respectively. Such stock book shall be open daily, during at least three business hours, for inspection by persons entitled by law to inspect the same. 5.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of stock of the Corporation and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate of stock shall be valid until countersigned by a transfer agent, if at the date appearing there the Corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the Corporation had a registrar for such stock. -14-
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5.06 Closing of Transfer Books and Fixing of Record Date. (a) The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding forty days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the dates for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose. (b) In lieu of closing, the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding forty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the stockholders entitled to a notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; provided, however, that where such record date is fixed for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, notice of the fixing of such date shall be published at least five days before such date in a newspaper published in each city, town or county where any transfer agent with respect to the shares entitled to vote at such meeting is maintained and in a newspaper in the city, town or county in Florida where the principal office of the Corporation is located. In such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. 5.07 Lost or Destroyed Certificates. The Corporation may issue a new certificate for stock of the Corporation in place of any certificate theretofore issued by it alleged to have been lost or destroyed and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives to give the -15-
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Corporation a bond in such sum as the Board may direct and with such surety or sureties as may be satisfactory to the Board to indemnify the Corporation and its transfer agents and registrars, if any, against any claim that may be made against it or any such transfer agent or registrar on account of the alleged loss or destruction of any such certificate or the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. ARTICLE VI MISCELLANEOUS 6.01 Offices. The Corporation may establish and maintain one or more offices within or outside of the State of Florida in such place or places as the Board of Directors from time to time may determine. 6.02 Fiscal Year. The fiscal year of the Corporation shall be as the Board of Directors from time to time may determine. 6.03 Corporate Seal. The corporate seal of the Corporation shall be circular in form and shall have inscribed on its surface the name of the Corporation, the year of its incorporation and the words "Corporate Seal Florida". The seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. ARTICLE VII AMENDMENTS 7.01 Amendments. All By-Laws of the Corporation shall be subject to amendment, alteration or repeal, and new By-Laws may be made by an affirmative vote of a majority of the total number of directors given at any regular or special meeting. -16-
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