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 HTML 1.12M
Business-Combination Transaction
2: EX-3.10 Ex-3.10: Articles of Incorporation of Bay Colony 2 25K
Realty Associates, Inc.
17: EX-3.100 Ex-3.100: By-Laws of Wci Homebuilding Northeast 7 46K
U.S., Inc.
18: EX-3.101 Ex-3.101: By-Laws of Wci Marketing, Inc. 7 45K
19: EX-3.102 Ex-3.102: By-Laws of Wci Towers, Inc. 7 46K
3: EX-3.28 Ex-3.28: Articles of Incorporation of Resort at 2 28K
Singer Island Properties, Inc.
4: EX-3.30 Ex-3.30: Articles of Incorporation of Perlican Bay 5 30K
Properties, Inc.
5: EX-3.46 Ex-3.46: Articles of Incorporation of Wci 3 30K
Amenities, Inc.
6: EX-3.47 Ex-3.47: Articles of Incorporation of Wci Business 3 29K
Development, Inc.
7: EX-3.48 Ex-3.48: Articles of Incorporation of Wci 3 29K
Homebuilding, Inc.
8: EX-3.49 Ex-3.49: Articles of Incorporation of Wci 3 29K
Homebuilding Northeast U.S., Inc.
9: EX-3.50 Ex-3.50: Articles of Incorporation of Wci 3 28K
Marketing, Inc.
10: EX-3.51 Ex-3.51: Articles of Incorporation of Wci Towers, 3 30K
Inc.
11: EX-3.58 Ex-3.58: By-Laws of Tiburon Golf Ventures, Inc. 12 63K
12: EX-3.79 Ex-3.79: By-Laws of Resort at Singer Island 7 44K
Properties, Inc.
13: EX-3.96 Ex-3.96: By-Laws of Wci Architecture & Land 18 74K
Planning, Inc.
14: EX-3.97 Ex-3.97: By-Laws of Wci Amenities, Inc. 7 46K
15: EX-3.98 Ex-3.98: By-Laws of Wci Business Development, Inc. 7 46K
16: EX-3.99 Ex-3.99: By-Laws of Wci Homebuilding, Inc. 7 45K
20: EX-5.1 Ex-5.1: Opinion of Simpson Thacher & Bartlett LLP 6 34K
21: EX-5.2 Ex-5.2: Opinion of James D. Cullen 5 33K
22: EX-10.10 Ex-10.10: Retirement Agreement 3 32K
23: EX-10.11 Ex-10.11: Consulting Agreement 6 42K
24: EX-12.1 Ex-12.1: Statement Re: Computation of Ratios 1 25K
25: EX-21.1 Ex-21.1: Subsidiaries 4 32K
26: EX-23.2 Ex-23.2: Consent of Pricewaterhousecoopers LLP 1 24K
27: EX-25.1 Ex-25.1: Form T-1 18 65K
28: EX-99.1 Ex-99.1: Form of Letter of Transmittal HTML 98K
29: EX-99.2 Ex-99.2: Notice of Guaranteed Delivery HTML 34K
EXHIBIT 3.97
BYLAWS
OF
WCI AMENITIES, INC.
* * * * *
ARTICLE 1. OFFICES OF THE CORPORATION
The corporation may have offices in such places within and without the
State of Florida as the board of directors may from time to time determine or
the business of the corporation may require.
ARTICLE 2. MEETINGS OF SHAREHOLDERS
1. Place of Meetings. Annual meetings of shareholders maybe held at such
place either within or without the State of Florida as shall be designated from
time to time by the board of directors.
2. Time and Business of Annual Meetings. Annual meetings of shareholders,
at which the shareholders by a majority vote shall elect directors as provided
in Section 1 of Article III hereof and shall transact such other business as may
properly be brought before the meeting, shall be held at such date and time as
shall be designated from time to time by the board of directors.
3. Calling of Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the board of directors, the chairman
of the board, the president, or the holders of not less than one-half of the
shares entitled to vote at the meeting.
4. Quorum. The holders of a majority of the voting power of the shares
issued and outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business.
5. Voting; Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each Common Share
of the Corporation held of record by such shareholder on the record date. When a
quorum is present at any meeting, a majority of the votes cast by those present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
Florida Statutes, a greater vote is required, in which case such express
provision shall govern and control the decision of such question.
6. Action Without a Meeting. Any action to be taken at any meeting of
shareholders of the corporation may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action to
be taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
2
ARTICLE 3. DIRECTORS
1. Number of Directors; Terms. The number of directors which shall
constitute the entire board of directors shall be no less than one nor more than
five, the exact number to be determined from time to time by the board of
directors. Each director shall be elected by the shareholders entitled to vote
in the election of directors to hold office until the next annual meeting of
shareholders for the election of directors and until his successor is duly
elected and qualifies for until he sooner dies, resigns or is removed.
2. Vacancies. A vacancy or vacancies in the board of directors shall be
deemed to exist in case of a death, resignation or removal of any director, or
if the shareholders fail at any annual or special meeting of shareholders at
which any director or directors is to be elected to elect the full authorized
number of directors to be voted for at that meeting, or if there are newly
created directorships resulting from any increase in the authorized number of
directors.
Vacancies in the board of directors maybe filled by a majority of the
directors then in office (though less than a quorum) or by sole remaining
director and any director so chosen shall hold office only to the next annual
meeting of shareholders for the election of directors. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.
3. Resignation of Directors. Any director may resign at any time by giving
written notice to the board of directors, president or secretary of the
corporation, to take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make it effective.
4. Duties of Board. The business of the corporation shall be managed under
the director of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by the bylaws director or required to be
exercised or done by the shareholders. The board of directors shall cause the
officers of the corporation to keep appropriate records of the proceedings of
shareholders and directors.
5. Annual Meetings. Immediately following each annual meeting of the
shareholders, or at such other time as shall be fixed by the board of directors,
the board of directors shall hold a meeting for the purpose of organization,
election of officers, and the transaction of such other business as they deem
necessary.
6. Regular Meetings. Regular meetings of the board of directors maybe
held. at such time and place as shall from time to time be determined by the
board of directors and, if so determined, notices thereof need not be given.
7. Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board, or the president on reasonable notice,
personal or written, to each director; special meetings shall be called by the
president or secretary on like notice on written request of one director.
Notices of special meetings shall state the place, date and hour of the meeting,
but need not state the purpose for which the meeting is called.
3
8. Quorum; Action. A majority of the number of directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the articles of incorporation. If a quorum shall not be present at
any meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
9. Action of Directors Without a Meeting. Unless otherwise restricted by
the Articles of Incorporation, or the Bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if a consent in writing setting forth the action
to be taken and signed by all members of the board of directors or committee, as
the case maybe, is filed with the minutes of proceedings of the board of
directors or committee, as the case maybe.
10. Meeting Outside of State. The board of directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Florida.
11. Electronic/Telephone Meetings. Unless otherwise restricted by the
Articles of Incorporation, members of the board of directors or any committee
thereof, may participate in a meeting of the board of directors or any committee
thereof by means of conference telephone or electronic communications equipment
by means of which all persons participating in the meeting can simultaneously
hear or read what each other is communicating, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
12. Removal of Directors. Except as may otherwise be provided by the
Florida Business Corporation Act or the Articles of Incorporation, the entire
board of directors or one or more directors may be removed from office, with or
without cause, only by the affirmative vote of the holders of two-thirds of the
shares entitled to vote in the election of directors.
13. Compensation. Directors who are active, salaried employees of the
corporation or affiliate thereof, shall not receive a stated salary as
directors. However, directors who are not active, salaried employees of the
corporation or affiliate thereof maybe paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors and/or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE 4. NOTICES
1. Notices to Directors and Shareholders. Whenever, under the provisions
of any statute or of the Articles of Incorporation or the Bylaws, notice is
required to be given to any director or shareholders, such notice shall be given
in person or in writing and personally delivered or sent by first class mail, in
which case such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail, or by some form of electronic
transmission, in which case such notice shall be deemed to be given at the time
when the recipient of such transmission acknowledges its receipt.
4
2. Waiver of Notice. Whenever any notice is required to be given under the
provisions of any statute or of the Articles of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of any such person at a meeting shall constitute
a waiver of notice of such meeting, except when such person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE 5. OFFICERS
1. Officers. The officers of the corporation shall be chosen by the board
of directors and shall include a president, a secretary and a treasurer. The
board of directors may elect or appoint such other officers, one or more vice
presidents, assistant secretaries, assistant treasurers, and agents, as it shall
deem necessary, each of whom shall exercise such powers and perform such duties
as shall be determined from time to time by the board of directors and as are
incident to his office. Any two or more offices may be held by the same person.
2. Term; Vacancies. Each officer of the corporation shall hold office
until the next annual meeting of the board of directors and until his successor
is chosen and qualifies or until his earlier resignation or removal. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
3. Removal and Resignation. Any officer may be removed, either with or
without cause, by the board of directors at any regular or special meeting, or,
if a subordinate officer, by an officer upon whom the power of appointment and
removal of subordinate officers has been conferred by the board of directors.
Any officer may resign at any time by giving notice to the board of directors or
to the president or to the secretary of the corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.
4. President. Subject to the control of the board of directors, and to
such powers, if any, as may be given by the board of directors to the chairman
of the board, the president shall have general supervision, direction and
control of the business of the corporation and its employees and shall exercise
such general powers of management as are usually vested in the office of the
president of a corporation. The president shall, in the absence of the chairman
of the board, preside, if present, at all meetings of the board of directors and
shareholders, shall be the chief executive officer of the corporation and shall
have such other powers and duties as may from time to time be assigned to him by
the board of directors or prescribed by the bylaws, and, subject thereto, the
powers and duties customary to such office.
5. Vice President. In the absence or disability of the president, the vice
president, if there shall be such an officer, or, if there be more than one, the
vice presidents in the order determined by the president or by the board of
directors (or, if there be no such determination, then in the order of their
election or appointment), shall perform all the duties of the president, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. A vice president (including any executive or
senior vice president) shall have such
5
other powers and perform such other duties as from time to time may be assigned
to him by the board of directors, and, subject thereto, the powers and duties
customary to his office.
6. Secretary. The secretary shall keep or cause to be kept, at the
principal office of the corporation or such other place as the board of
directors may order, a book of minutes of all meetings of directors and of the
shareholders. The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required by the
bylaws or by law to be given, and shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as maybe
assigned to him by the board of directors or prescribed by the Bylaws, and,
subject thereof, the powers and duties customary to such office.
7. Assistant Secretary. The assistant secretary, if there shall be such an
officer or, if there be more than one, the assistant secretaries in the order
determined by the president (or, if there be no such determination, then in the
order of their election or appointment), shall, in the absence of the secretary
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time assign to
him and, subject thereto, the customary powers and duties of such office.
8. Treasurer. The treasurer shall be responsible for receiving and
disbursing all funds, negotiable instruments, securities and other similar
assets of the corporation, in accordance with established procedures and under
proper authorization, and for safeguarding all assets of the corporation and
shall have such other powers and duties as may from time to time be assigned to
him by the board of directors and, subject thereto, the powers and duties
customary to such office.
ARTICLE 6. SHARE CERTIFICATES
1. Certificate. Shares may, but need not be represented by certificates.
The rights and obligations of shareholders are identical whether or not their
shares are represented by certificates. In the event the corporation shall issue
certificates, every holder of shares in the corporation shall be entitled to
have a certificate signed in the name of the corporation by the chairman,
president or vice president and the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
2. Lost Certificates. The corporation may issue a new certificate or
certificates in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the share certificate to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
6
ARTICLE 7. INDEMNIFICATION
To the fullest extent permitted by the Delaware General Corporation Law, the
corporation shall indemnify any current or former Director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding brought by or in the right of the Corporation or otherwise, to which
he or she was or is a party by reason of his or her current or former position
with the Corporation or by reason of the fact that he or she is or was serving,
at the request of the Corporation, as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.
ARTICLE 8. GENERAL PROVISIONS
1. Dividends. Dividends upon the capital shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of directors pursuant to law at any regular or special
meeting. Dividends may be paid in cash, in property, or in capital shares,
subject to the provisions of the Articles of Incorporation and Florida law.
Before payment of any dividend, there maybe set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves for
any proper purpose which the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
2. Fiscal Year. The fiscal year of the corporation shall be established by
resolution of the board of directors from time to time.
3. Seal. The corporation may have a corporate seal, which may be altered
at will by resolution of the board of directors. If a physical corporate seal is
available, it shall have inscribed thereon the name of the corporation, the year
of its organization and the words "CORPORATE SEAL, FLORIDA". The seal may be
used by causing it or a hand written facsimile thereof to be impressed or
affixed or reproduced or otherwise.
4. Bonds. The board of directors from time to time may require from any
one or more of the officers or agents of the corporation that he or they shall
give bond for the faithful performance of duties in such form, in such sum and
with such sureties as said board may determine. The premiums for all such bonds
shall be paid by the corporation.
5. Voting Shares of Other Corporations. Whenever the corporation shall own
shares of another corporation, the chairman, the president, a vice president,
the treasurer or the secretary, acting either in person or by proxy, may
exercise in the name and on behalf of the corporation all voting and
subscription rights thereof, but the Board of directors may delegate such
authority exclusively to any one or more other persons.
6. Execution of Writings. The board of directors may authorize any
director, officer, employee, agent, or attorney to execute and deliver in the
name and on behalf of the corporation, any deed, transfer, easement, note,
mortgage, bond, check, draft, contract or any other
7
instrument, and such authority may be general or confined to specific instances.
Unless so authorized by the board of directors, no director, officer, employee,
agent, or attorney shall have any power or authority to bind the corporation, to
pledge its credit or its assets for any purpose or amount, or to execute any
document or instrument whatsoever.
7. Execution of Certificates. Any action taken by the shareholders or the
board of directors at any meeting may be certified by the officer whose duty it
is to keep the records thereof or by the officer or person presiding thereat;
and any such certificate shall be conclusive evidence for all purposes that the
action so certified was taken.
8. Articles of Incorporation; Bylaws. The term "articles of incorporation"
as used herein shall mean the original articles of incorporation of the
corporation and any and all amendments, additions, and supplements thereto
adopted by accordance with applicable law. The term "bylaws" as used herein
shall mean the original bylaws of the corporation and any and all amendments,
additions and supplements thereto adopted in accordance with applicable law.
9. Amendment by Shareholders and Directors. The Bylaws of the corporation
may be made, amended or repealed only by the affirmative vote of a majority of
the whole board of directors or by the affirmative vote of the holders of all of
the capital shares of this corporation.
↑Top
Filing Submission 0000950123-05-006118 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Mon., Apr. 29, 11:14:33.0pm ET 