Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 213 1.06M
Business-Combination Transaction
2: EX-2.1 Recapitalization Agreement 78 353K
3: EX-3.1 Articles of Amendment to the Articles of Inc. 6 51K
12: EX-3.10 By-Laws of Imbs, Inc. 20 78K
13: EX-3.11 Articles of Inc. of Inphynet Hospital Services Inc 6 52K
14: EX-3.12 By-Laws of Inphynet Hospital Services, Inc. 14 78K
15: EX-3.13 Certificate of Amendment to Certificate of Inc. 9 56K
16: EX-3.14 By-Laws of Inphynet Medical Management Institute 14 78K
17: EX-3.15 Articles of Incorporation of Karl G. Mangold, Inc. 6 49K
18: EX-3.16 By-Laws of Karl G. Mangold, Inc. 19 99K
19: EX-3.17 Amended and Restated Articles of Incorporation 4 44K
20: EX-3.18 Amendment to By-Laws of Charles L. Springfield Inc 21 92K
21: EX-3.19 Articles of Amendment to the Charter of Clinic Mgt 25 93K
4: EX-3.2 By-Laws of Alliance Corporation 6 55K
22: EX-3.20 By-Laws of Clinic Management Services, Inc. 4 45K
23: EX-3.21 Articles of Incorporation of Daniel & Yeager, Inc. 4 44K
24: EX-3.22 By-Laws of Daniel & Yeager, Inc. 9 58K
25: EX-3.23 Articles of Incorporation of Drs. Sheer, Et Al 16 78K
26: EX-3.24 Amended and Restated By-Laws of Drs. Sheer, Et Al 21 89K
27: EX-3.25 Articles of Amendment to the Charter 14 68K
28: EX-3.26 Amendment to By-Laws of Emergency Coverage Corp. 10 67K
29: EX-3.27 Restated Certificate of Incorporation 74 241K
30: EX-3.28 By-Laws of Emergency Physician Associates, Inc. 16 69K
31: EX-3.29 Articles of Incorporation of Emergency Physicians 3 44K
5: EX-3.3 Articles of Inc. of Emergency Mgmt. Specialist 3 43K
32: EX-3.30 By-Laws of Emergency Physicians of Manatee, Inc. 16 79K
33: EX-3.31 Certificate of Amendment to the Articles of Inc. 9 65K
34: EX-3.32 Code Regulations of Emergency Professional Service 10 65K
35: EX-3.33 Amended and Restated Charter of Emergicare Mgmt. 9 54K
36: EX-3.34 By-Laws of Emergicare Management, Incorporated 16 68K
37: EX-3.35 Articles of Inc. of Emsa Contracting Services Inc. 6 51K
38: EX-3.36 By-Laws of Emsa Contracting Services, Inc. 19 78K
39: EX-3.37 Articles of Amendment to Emsa Louisiana, Inc. 4 47K
40: EX-3.38 By-Laws of Emsa Louisiana, Inc. 19 78K
41: EX-3.39 Articles 0F Amendment to the Charter 3 41K
6: EX-3.4 By-Laws of Emergency Management Specialist, Inc. 6 55K
42: EX-3.40 By-Laws of Hospital Based Physician Services, Inc. 5 45K
43: EX-3.41 Articles of Inc. of Inphynet Anesthesia of Wv, Inc 5 48K
44: EX-3.42 By-Laws of Inphynet Anesthesia of West Virginia 8 58K
45: EX-3.43 Articles If Amendment to the Charter 6 46K
46: EX-3.44 By-Laws of Med: Assure Systems, Inc. 5 46K
47: EX-3.45 Articles of Inc. of Metroamerican Radiology, Inc. 5 46K
48: EX-3.46 By-Laws of Metroamerican Radiology, Inc. 13 76K
49: EX-3.47 Articles of Inc. of Neo-Med, Inc. 2 42K
50: EX-3.48 By-Laws of Neo-Med, Inc. 19 78K
51: EX-3.49 Articles of Inc. of Northwest Emergency Physicians 4 43K
7: EX-3.5 Articles of Incorporation of Emsa South Broward 2 39K
52: EX-3.50 By-Laws of Northwest Emergency Physicians, Inc. 7 59K
53: EX-3.51 Certificate of Amendment of Certificate of Inc. 10 59K
54: EX-3.52 By-Laws of Paragon Anesthesia, Inc. 20 78K
55: EX-3.53 Articles of Inc. of Paragon Contracting Services 7 50K
56: EX-3.54 By-Laws of Paragon Contracting Services, Inc. 20 78K
57: EX-3.55 Certificate of Amendment of Certificate of Inc. 3 45K
58: EX-3.56 By-Laws of Paragon Imaging Consultants, Inc. 8 59K
59: EX-3.57 Articles of Incorporation of Quantum Plus, Inc. 1 39K
60: EX-3.58 By-Laws of Quantum Plus, Inc. 16 92K
61: EX-3.59 Amendment and Restated Articles of Incorporation 11 57K
8: EX-3.6 By-Laws of Emsa South Broward, Inc. 7 60K
62: EX-3.60 Code Regulations of Reich, Seidelmann & Janicki Co 7 56K
63: EX-3.61 Articles of Inc. of Rosendorf, Marguiles, Et Al 70 240K
64: EX-3.62 By-Laws of Rosendorf, Marguiles, Et Al 14 91K
65: EX-3.63 Articles of Amendment to the Articles of Inc. 4 43K
66: EX-3.64 By-Laws of Sarasota Emergency Medical Consultants 18 78K
67: EX-3.65 Articles of Amendment to the Charter 7 49K
68: EX-3.66 By-Laws of Southeastern Emergency Physicians, Inc. 4 48K
69: EX-3.67 Articles of Amendment to the Charter 9 51K
70: EX-3.68 By-Laws of Southeastern Emergency Physicians 5 45K
71: EX-3.69 Charter of Team Health Financial Services, Inc. 2 40K
9: EX-3.7 Articles of Incorporation of Herschel Fischer, Inc 6 50K
72: EX-3.70 By-Laws of Team Health Financial Services, Inc. 8 66K
73: EX-3.71 Articles of Inc. of Team Radiology, Inc. 5 48K
74: EX-3.72 By-Laws of Team Radiology, Inc. 14 82K
75: EX-3.73 Certificate of Incorporation of Thbs, Inc. 2 42K
76: EX-3.74 By-Laws of Thbs, Inc. 8 64K
77: EX-3.75 Amended and Restated Articles of Incorporation 18 79K
78: EX-3.76 By-Laws of the Emergency Associates of Medicine 11 70K
79: EX-3.77 Articles of Inc. of Virginia Emergency Physicians 3 44K
80: EX-3.78 Amended and Restated By-Laws of Virginia Emergency 25 101K
81: EX-3.79 Articles of Incorporation of Emsa Joliet, Inc. 7 48K
10: EX-3.8 By-Laws of Herschel Fischer, Inc. 19 117K
82: EX-3.80 By-Laws of Emsa Joliet, Inc. 19 78K
83: EX-3.81 Certificate of Limited Partnership 2 43K
84: EX-3.82 Certificate of Limited Partnership 1 38K
85: EX-3.83 Certificate of Limited Partnership 1 40K
86: EX-3.84 Partnership Agreement 3 45K
87: EX-3.85 Partnership Agreement 2 42K
11: EX-3.9 Articles of Incorporation of Imbs, Inc. 6 52K
88: EX-4.1 Indenture 120 504K
89: EX-5.1 Opinion of Kirkland & Ellis 5 49K
90: EX-9.1 Stockholders Agreement 17 97K
91: EX-9.2 Securityholders Agreement 22 116K
92: EX-10.1 Registration Rights Agreement 25 118K
101: EX-10.10 Amendment and Restatement 19 89K
102: EX-10.11 Lease Agreement 30 122K
103: EX-10.12 Lease Agreement 26 109K
93: EX-10.2 Purchase Agreement 46 168K
94: EX-10.3 Equity Deferred Compensation Plan 14 87K
95: EX-10.4 Management Services Agreement 6 52K
96: EX-10.5 Registration Agreement 18 103K
97: EX-10.6 Registration Agreement 22 121K
98: EX-10.7 Trust Agreement 10 58K
99: EX-10.8 Credit Agreement 269 896K
100: EX-10.9 Plan Provision Nonqualified Excess Deferral Plan 7 58K
104: EX-12.1 Statement of Ratio of Earnings to Fixed Charges 1 38K
105: EX-21.1 Subsidiaries of the Registrant 2 44K
106: EX-23.1 Consent of Ernst & Young, LLP. 1 38K
107: EX-25.1 Statement of Eligibility of Trustee on Form T-1 14 84K
108: EX-27.1 Financial Data Schedule 1 41K
109: EX-99.1 Form of Letter of Transmittal 9 81K
110: EX-99.2 Form of Letter of Notice of Guaranteed Delivery 4 51K
111: EX-99.3 Form of Tender Instructions 2 41K
EX-3.14 — By-Laws of Inphynet Medical Management Institute
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Exhibit 3.14
BYLAWS
OF
INPHYNET MEDICAL MANAGEMENT INSTITUTE, INC.
Article I. Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting shall be held within two (2)
months after the close of the corporation's fiscal year. The annual meeting of
shareholders for any year shall be held no later than thirteen months after the
last preceding annual meeting of shareholders. Business transacted at the annual
meeting shall include the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than ten percent of all the
shares entitled to vote at the meeting. A meeting requested by shareholders
shall be called for a date not less than ten nor more than sixty days after the
request is made, unless the shareholders requesting the meeting designate a
later date. The call for the meeting shall be issued by the Secretary, unless
the President, Board of Directors, or shareholders requesting the meeting shall
designate another person to do so.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the meetings, either personally or by first class mail, by or
at the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5. Notice of Adjourned Meetings.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in this section to each shareholder of record on the
new record date entitled to vote at such meeting.
Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation, at the principal place of business of the
corporation or at the office of the transfer agent or registrar of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and
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place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series of stock, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders 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 any
adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons are directors to be elected at that time
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of directors to be elected at
that
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time multiplied by the number of his shares, or by distributing such votes
on the same principle among any number of such candidates.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders, duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the
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proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholder' Agreements. Two or more shareholders, of this
corporation may enter an agreement providing for the exercise of voting rights
in the manner provided in the agreement or relating to any phase of the affairs
of the corporation as provided by law. Nothing therein shall impair the right of
this corporation to treat the shareholders of record as entitled to vote the
shares standing in their names.
Section 13. Action by Shareholders Without a Meeting.
Any action required by law, these bylaws, or the articles of
incorporation of this corporation to be taken at any annual or special meeting
of shareholders of the corporation, or any action which may be taken at any
annual or special meeting of such shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the
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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 to
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. If any class of shares is entitled to vote thereon as a
class, such written consent shall be required of the holders of a majority of
the shares of each class of shares entitled to vote as a class thereon and of
the total shares entitled to vote thereon.
Within ten days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets for
which dissenters rights are provided under this act, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with further provisions of this act
regarding the rights of dissenting shareholders.
Article II. Directors
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of a corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state
or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
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(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the by-laws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 6. Number. This corporation shall have no less than three (3)
directors. The number of directors may be increased or decreased from time to
time by amendment to these bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term which he
is elected and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
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Section 10. Quorum and Voting. A majority of the number of directors
fixed by these by-laws shall constitute a quorum for the transaction of
business. The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise.
(c) fill vacancies on the Board of Directors or any committee thereof,
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(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor, and,
in the case of a series, the designation thereof, may, pursuant to a general
formula or method specified by the Board of Directors, by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the terms
of any contract for the sale of the shares and to fix the terms upon which such
shares may be issued or sold, including, without limitation, the price, the rate
or manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice on the same day as the Annual
Meeting of Shareholders. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each director by either
personal delivery, telegram or cablegram at least two days before the meeting or
by notice mailed to the director at least five days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
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Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.
Article III. Officers
Section 1. Officers. The officers of this corporation shall consist of
a president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors and each of whom shall serve until their successors are
chosen and qualify. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have the general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
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The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notices of meetings out,
and perform such other duties as may be prescribed by the Board of Directors or
the President.
The Treasurer shall have custody of all corporate funds and financial
records; shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interests of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the shareholders.
Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
ARTICLE IV. Stock Certificates
Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.
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Every certificate representing shares issued by this corporation shall
set forth or fairly summarize upon the face or back of the certificate, or shall
state that the corporation will furnish to any shareholder upon request and
without charge a full statement of, the designations, preferences, limitations
and relative rights of the shares of each class or series authorized to be
issued, and the variations in the relative rights and preferences between the
shares of each series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the face thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
Article V - Books and Records
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
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This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefor at
least six months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at least
five percent of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
Article VI - Dividends
The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the articles
of incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus shall be
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identified as a distribution of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such shares
shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without par value, such shares
shall be issued at such stated value as shall be fixed by the Board of Directors
by resolution adopted at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate stated value so fixed in respect of such shares;
and the amount per share so transferred to stated capital shall be disclosed to
the shareholders receiving such dividend concurrently with the payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
Article VII - Corporate Seal
The corporate seal shall have the name of the corporation and the word
"Seal" inscribed thereon, and may be facsimile, engraved, printed or an
impression seal.
Article VIII - Amendment
These bylaws may be repealed or amended, and new bylaws may be adopted,
by either the Board of Directors or the shareholders, but the Board of Directors
may not amend or repeal any bylaw adopted by shareholders if the shareholders
specifically provide such bylaw not subject to amendment or repeal by the
directors.
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