EXHIBIT 3.41
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BYLAWS
OF
AMERIVISION OUTDOOR, INC.
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TABLE OF CONTENTS
SECTION CAPTION PAGE
ARTICLE I - Meetings of Shareholders........................... 1
Section 1 Annual Meeting...................................................................1
Section 2 Special Meetings................................................................ 1
Section 3 Place............................................................................1
Section 4 Action by Shareholders Without a Meeting.........................................1
Section 5 Notice of Meeting................................................................2
Section 6 Notice of Adjourned Meetings.....................................................2
Section 7 Waiver of Notice.................................................................3
Section 8 Record Date......................................................................3
Section 9 Shareholders' List for Meeting...................................................3
Section 10 Voting Entitlement of Shares.....................................................4
Section 11 Proxies..........................................................................4
Section 12 Shareholder Quorum and Voting....................................................5
Section 13 Voting Trusts....................................................................5
Section 14 Shareholders' Agreements.........................................................5
ARTICLE II - Directors..........................................6
Section 1 General Powers...................................................................6
Section 2 Qualifications of Directors......................................................6
Section 3 Number...........................................................................6
Section 4 Election and Term................................................................6
Section 5 Vacancy on Board.................................................................6
Section 6 Removal of Directors by Shareholders.............................................6
Section 7 Compensation.....................................................................7
Section 8 Presumption of Assent............................................................7
Section 9 Directors' Meetings..............................................................7
Section 10 Notice of Meetings...............................................................7
Section 11 Waiver of Notice.................................................................7
Section 12 Quorum and Voting................................................................7
Section 13 Action by Directors Without a Meeting............................................7
Section 14 Adjournments.....................................................................8
Section 15 Participation by Conference Telephone............................................8
ARTICLE III - Committees........................................8
Section 1 Executive and Other Committees...................................................8
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ARTICLE IV - Officers...........................................9
Section 1 Officers, Election and Terms of Office...........................................9
Section 2 Resignation and Removal of Officers..............................................9
Section 3 Vacancies........................................................................9
Section 4 Chairman of the Board............................................................9
Section 5 President.......................................................................10
Section 6 Vice President..................................................................10
Section 7 Secretary.......................................................................10
Section 8 Treasurer.......................................................................11
Section 9 Delegation of Duties............................................................11
ARTICLE V - Stock Certificates.................................11
Section 1 Issuance........................................................................11
Section 2 Signatures; Form................................................................11
Section 3 Transfer of Stock...............................................................12
Section 4 Lost Certificates...............................................................12
ARTICLE VI - Distributions.....................................13
ARTICLE VII - Corporate Records; Shareholders'
Inspection Rights; Financial Information...............13
Section 1 Corporate Records...............................................................13
Section 2 Shareholders' Inspection Rights.................................................14
Section 3 Financial Statements for Shareholders...........................................14
Section 4 Other Reports to Shareholders...................................................15
ARTICLE VIII - Indemnification.................................13
Section 1 Definitions.....................................................................15
Section 2 Indemnification of Officers, Directors,
Employees and Agents..........................................................16
ARTICLE VII - General Provisions...............................19
Section 1 Fiscal Year.....................................................................19
Section 2 Seal............................................................................19
Section 3 Amendment of Bylaws.............................................................19
CERTIFICATE OF ADOPTION........................................20
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BYLAWS
OF
AMERIVISION OUTDOOR, INC.
ARTICLE I
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MEETING OF SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
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this Corporation shall be held following the end of the Corporation's fiscal
year at such time as shall be determined by the Board of Directors. The annual
meeting shall be held for the election of directors of the Corporation and the
transaction of any business which may be brought before the meeting. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of shareholders. The failure to
hold the annual meeting at the time stated shall not affect the validity of any
corporate action and shall not work a forfeiture of or dissolution of the
Corporation. Annual meetings shall be held at the Corporation's principal office
unless stated otherwise in the notice of the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders shall
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be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting. A meeting requested by shareholders shall be called for a date
not less than 10 nor more than 60 days after the request is made. The call for
the meeting shall be issued by the Secretary, unless the President, the Board of
Directors, or shareholders requesting the calling of the meeting shall designate
another person to do so. Only business within the purpose of the notice of a
special meeting, as provided in Section 5 of this Article I, may be conducted at
a special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within or
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without the State of Florida. Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation in the State of Florida.
SECTION 4. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Action that is
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required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if such action is evidenced by one or more written consents, setting forth
the action taken, dated and signed by the holders of outstanding stock entitled
to vote thereon 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, and delivered to the
Corporation by delivery to its principal office in the State of Florida, its
principal place of business, the corporate secretary, or another officer or
agent of the Corporation having custody of the book in which proceedings of
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meetings of shareholders are recorded. No written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the date
of the earliest dated consent delivered in the manner required by this Section,
written consent signed by the number of holders required to take action is
delivered to the Corporation by delivery as set forth in this Section.
Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation shall be effective unless in writing and until received by
the Corporation at its principal office in this State or its principal place of
business, or received by the corporate secretary or other officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.
Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be such for
which dissenters' rights are provided under Florida law, 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 Florida law regarding the rights of dissenting shareholders.
A consent signed under this Section has the effect of a meeting vote
and may be described as such in any document.
Whenever action is taken pursuant to this Section, the written consent
of the shareholders consenting thereto or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.
SECTION 5. NOTICE OF MEETING. The Corporation shall notify shareholders
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in writing of the date, time, and place of each annual and special shareholders'
meeting no fewer than 10 or more than 60 days before the meeting date. Notice of
a shareholders' meeting may be communicated or delivered to any shareholder in
person, or by teletype, telegraph or other form of electronic communication, or
by mail, by or at the direction of the President, the Secretary, or the officer
or persons calling the meeting. If notice is mailed, it 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 6. NOTICE OF ADJOURNED MEETINGS. When an annual or special
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shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting 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
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adjourned meeting must be given to persons who are shareholders as of the new
record date who are entitled to notice of the meeting.
SECTION 7. WAIVER OF NOTICE. A shareholder may waive any notice
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required by the Articles of Incorporation or Bylaws before or after the date and
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a
shareholder at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.
SECTION 8. RECORD DATE. For the purpose of determining the shareholders
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entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors may fix the record
date for any such determination of shareholders.
The record date for determining shareholders entitled to demand a
special meeting shall be the date the first shareholder delivers such a demand
to the Corporation. The record date for determining shareholders entitled to
take action without a meeting shall be the date the first signed written consent
is delivered to the Corporation under Section 4 of this Article. A record date
for purposes of this Section may not be more than 70 days before the meeting or
action requiring a determination of shareholders.
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 9. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date
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for a meeting, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of a shareholders' meeting,
arranged by voting group with the address of, and the number and class and
series, if any, of shares held by each. The shareholders' list shall be
available for inspection by any shareholder for a period of 10 days prior to the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the Corporation's principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the Corporation's transfer agent or registrar. A
shareholder or his agent or attorney is entitled on written demand to inspect
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the list, during regular business hours and at the shareholder's expense, during
the period it is available for inspection.
The Corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
SECTION 10. VOTING ENTITLEMENT OF SHARES. Except as provided otherwise
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in the Articles of Incorporation or herein, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to vote at a meeting
of the shareholders. Shares standing in the name of another Corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of the corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person as the board of directors of the corporate shareholder
may designate. In the absence of any such designation or in case of conflicting
designation by the corporate shareholder, the President, any Vice President, the
Secretary, and the Treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares.
Shares entitled to vote held by an administrator, executor, guardian,
personal representative, or conservator may be voted by such person, either in
person or by proxy, without a transfer of such shares into such person's name.
Shares standing in the name of a trustee may be voted by such person, either in
person or by proxy, but no trustee shall be entitled to vote shares held by such
person without a transfer of such shares into such person's name or the name of
such person's nominee.
Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.
Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.
SECTION 11. PROXIES. A shareholder, other person entitled to vote on
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behalf of a shareholder pursuant to law, or attorney in fact, may vote such
shareholder's shares in person or by proxy.
A shareholder may appoint a proxy to vote or otherwise act for such
shareholder by signing an appointment form, either personally or by such
shareholder's attorney-in-fact. An executed telegram or cablegram appearing to
have been transmitted by such person, or a photographic, photostatic, telecopy
or equivalent reproduction of an appointment form is a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary or
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other officer authorized to tabulate votes and is valid for up to 11 months
unless a longer period is expressly provided in the appointment form.
The death or incapacity of a shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.
SECTION 12. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
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entitled to vote, represented in person or by proxy, shall constitutes a quorum
at a meeting of shareholders.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or applicable law requires a greater number of
affirmative votes. After a quorum has been established at a shareholders'
meeting, a subsequent withdrawal of shareholders, so as to reduce the number of
shares entitled to vote at the meeting below the number required for a quorum,
shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
SECTION 13. VOTING TRUSTS. One or more shareholders may create a voting
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trust, conferring on a trustee the right to vote or otherwise act for them, by
signing an agreement setting out the provisions of the trust (which may include
anything consistent with its purpose) and transferring their shares to the
trustee. When a voting trust agreement is signed, the trustee shall prepare a
list of the names and addresses of all owners of beneficial interests in the
trust, together with the number and class of shares each transferred to the
trust, and deliver copies of the list and agreement to the Corporation's
principal office. After filing a copy of the list and agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.
A voting trust shall be valid for not more than 10 years after its
effective date, provided that all or some of the parties to a voting trust may
extend it for additional terms of not more than 10 years each by signing an
extension agreement and obtaining the voting trustee's written consent to the
extension. An extension is valid for the period set forth therein, up to 10
years, from the date the first shareholder signs the extension agreement. The
voting trustee must deliver copies of the extension agreement and list of
beneficial owners to the Corporation's principal office. An extension agreement
binds only those parties signing it.
SECTION 14. SHAREHOLDERS' AGREEMENTS. Two or more shareholders may
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provide for the manner in which they will vote their shares by signing an
agreement for that purpose.
When a shareholders' agreement is signed, the shareholders who are
parties thereto shall deliver copies of the agreement to the Corporation's
principal office. After filing a copy of the agreement in a Corporation's
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principal office, such copy shall be open to inspection by any shareholder of
the Corporation, or any party to the agreement during business hours.
ARTICLE II
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DIRECTORS
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SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by
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or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.
SECTION 2. QUALIFICATIONS OF DIRECTORS. Directors must be natural
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persons who are eighteen years of age or older but need not be residents of
Florida or shareholders of this Corporation.
SECTION 3. NUMBER. The Board of Directors of this Corporation as of the
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date of adoption of these Bylaws shall consist of four (4) members. The number
of directors may be increased or decreased from time to time by action of the
Board of Directors, but no decrease shall have the effect of shortening the
terms of any incumbent director. Directors are elected at each annual meeting of
shareholders.
SECTION 4. ELECTION AND TERM. Each person named in the Articles of
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Incorporation as a member of the initial Board of Directors shall hold office
until the first shareholders' meeting at which directors are elected and until
such person's successor shall have been elected and qualified or until such
person's 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 for
which such director is elected and until such director's successor shall have
been elected and qualified or until such director's earlier resignation, removal
from office or death.
SECTION 5. VACANCY ON BOARD. Any vacancy occurring in the Board of
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Directors, including a vacancy resulting from 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 6. REMOVAL OF DIRECTORS BY SHAREHOLDERS. The shareholders may
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remove one or more directors with or without cause. A director may be removed by
the shareholders at a meeting of shareholders, provided the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is
removal of the director. A director may be removed only if the number of votes
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cast to remove him represents a majority of the votes entitled to be cast for
such removal.
SECTION 7. COMPENSATION. The Board of Directors shall have authority to
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fix the The Board of Directors shall have authority to fix the compensation of
directors.
SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is
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present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interests.
SECTION 9. DIRECTORS' MEETINGS. The Board of Directors may hold regular
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or The Board of Directors may hold regular or special meetings within or outside
of the State of Florida. Meetings of the Board of Directors may be called at any
time by the President of the Corporation, or by any two directors.
SECTION 10. NOTICE OF MEETINGS. Regular meetings of the Board of
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Directors may be held without notice of the date, time, place or purpose of the
meetings. Special meetings of the Board of Directors shall be preceded by at
least two days' notice of the date, time and place of the meeting.
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 or waiver of notice of such meeting.
SECTION 11. WAIVER OF NOTICE. Notice of a meeting of the Board of
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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
objections 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 or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
SECTION 12. QUORUM AND VOTING. A majority of the number of directors
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fixed by these Bylaws shall constitute a quorum for the transaction of business.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of directors present shall be the act of the Board of Directors.
SECTION 13. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required
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or permitted by law to be taken at a meeting of the Board of Directors or any
committee thereof may be taken without a meeting if such action is taken in
writing signed by all members of the Board or the committee. The action must be
evidenced by one or more written consents describing the action taken and signed
by each director or committee member, and shall be effective when the last
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last director signs the consent, unless the consent specifies a different
effective date. The consent signed shall have the effect of a meeting vote and
may be described as such in any document.
SECTION 14. ADJOURNMENTS. A majority of the directors present, whether
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or not a quorum exists, may adjourn any meeting of the Board of Directors or any
committee thereof 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.
SECTION 15. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board
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of Directors or any committee thereof may participate in a meeting of such Board
by means of a conference telephone or similar communications equipment by 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.
ARTICLE III
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COMMITTEES
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SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
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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) Fill vacancies on the Board of Directors or any committee thereof.
(c) Adopt, amend, or repeal the Bylaws.
(d) Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors.
(e) Authorize or approve the issuance or sale, or contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors.
Each committee must have two or more members who serve at the pleasure
of the Board of Directors. The Board, by resolution adopted in accordance with
this Section, may designate one or more directors as alternate members of any
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such committee who may act in the place and stead of any absent member or
members at any meeting of such committee.
Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the Board of Directors not a member
of the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interest of the Corporation, and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
ARTICLE IV
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OFFICERS
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SECTION 1. OFFICERS, ELECTION AND TERMS OF OFFICE. The principal
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officers of this Corporation shall consist of a President, a Secretary, a
Treasurer and, in the discretion of the Board of Directors, one or more Vice
Presidents, each of whom shall be elected by the Board of Directors at the first
meeting of directors immediately following the annual meeting of shareholders of
this Corporation, and shall hold their respective offices from the date of the
meeting at which elected until the time of the next succeeding meeting of the
Board following the annual meeting of the shareholders. The Board of Directors
shall have the power to elect or appoint, for such term as it may see fit, such
other officers and assistant officers and agents as it may deem necessary, and
to prescribe such duties for them to perform as it may deem advisable. Any two
or more offices may be held by the same person. Failure to elect a President,
Vice President, Secretary or Treasurer shall not affect the existence of the
Corporation.
SECTION 2. RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign
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at any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date and the Corporation accepts
the future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.
The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer. 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.
SECTION 3. VACANCIES. Any vacancy, however occurring, in any office may
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be. Any vacancy, however occurring, in any office may be filled by the Board of
Directors.
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SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of
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Directors shall preside at all meetings of the Board of Directors and shall have
such other duties and responsibilities as may be delegated from time to time by
the Board of Directors pursuant to resolutions duly adopted in accordance with
these Bylaws.
SECTION 5. PRESIDENT. The President shall be the chief executive
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officer of the Corporation and, subject to the direction of and limitations
imposed by the Board of Directors, shall have general charge of the business,
affairs and property of the Corporation and general supervision over its other
officers and agents. The President shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, at meetings of
the Board of Directors. The President, unless some other person is thereunto
expressly authorized by resolution of the Board of Directors, shall sign all
certificates of stock, execute all contracts, deeds, notes, mortgages, bonds and
other instruments and papers in the name of the Corporation and on its behalf;
subject, however, to the control, when exercised, of the Board of Directors. The
President shall, at each annual meeting, present a report of the business and
affairs of the Corporation. The President shall have the power to employ and
terminate the employment of all such subordinate officers, agents, clerks and
other employees not herein provided to be selected by the Board, as such
President may find necessary to transact the business of the Corporation, and
shall have the right to fix the compensation thereof.
SECTION 6. VICE PRESIDENT. One or more Vice Presidents may be
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designated by that title or such additional title or titles as the Board of
Directors may determine. A Vice President shall have the powers and perform such
duties as may be delegated to such Vice President by the Board of Directors, or
in the absence of such action by the Board, then by the President. A Vice
President (in such order of seniority as may be determined by the Board of
Directors, if any) shall, except as may be expressly limited by action of the
Board of Directors, perform the duties and exercise the powers of the President
during the absence or disability of the President; and, in such case,
concurrently with the President, shall at all times have the power to sign all
certificates of stock, execute all contracts, deeds, notes, mortgages, bonds and
other instruments and documents in the name of the Corporation on its behalf
which the President is authorized to do, but subject to the control and
authority at all times of the Board of Directors. A Vice President also shall
have such powers and perform such duties as usually pertain to such office or as
are properly required by the Board of Directors.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of all
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meetings of the shareholders and the Board of Directors in a book or books to be
kept for such purposes, and also, when so requested, the minutes of all meetings
of committees in a book or books to be kept for such purposes. The Secretary
shall attend to giving and serving of all notices, and such Secretary shall have
charge of all books and papers of the Corporation, except those hereinafter
directed to be in charge of the Treasurer, or except as otherwise expressly
directed by the Board of Directors. The Secretary shall keep the stock
certificate book or books. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary shall sign with the President all certificates of
stock as the Secretary of this Corporation and as Secretary affix or cause to be
affixed thereto the seal of the Corporation. The Secretary may sign as Secretary
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of the Corporation, with the President in the name of the Corporation and on its
behalf, all contracts, deeds, mortgages, bonds, notes and other papers,
instruments and documents, except as otherwise expressly provided by the Board
of Directors, and as such, the Secretary shall affix the seal of the Corporation
thereto when required thereby. Under the direction of the Board of Directors, or
the President, the Secretary shall perform all the duties usually pertaining to
the office of Secretary; and such Secretary shall perform such other duties as
may be prescribed by the Board of Directors or the President.
SECTION 8. TREASURER. The Treasurer shall have the custody of all the
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funds and securities of the Corporation except as may be otherwise provided by
the Board of Directors, and the Treasurer shall make such disposition of the
funds and other assets of the Corporation as such Treasurer may be directed by
the Board of Directors. The Treasurer shall keep or cause to be kept a record of
all money received and paid out, and all vouchers and receipts given therefor,
and all other financial transactions of the Corporation. The Treasurer shall
have general charge of all financial books, vouchers and papers belonging to the
Corporation or pertaining to its business. The Treasurer shall render an account
of the Corporation's funds at the first meeting of the Board of Directors
immediately following the annual meeting of shareholders of this Corporation,
and at such other meetings as such Treasurer may be requested, and such
Treasurer shall make an annual statement of the finances of the Corporation. If
at any time there is a person designated as Comptroller of the Corporation, the
Treasurer may delegate to such Comptroller such duties and powers as to the
Treasurer may seem proper. The Treasurer shall perform such other duties as are
usually incident by law or otherwise to the office of the Treasurer, and as such
Treasurer may be directed or required by the Board of Directors or the
President.
SECTION 9. DELEGATION OF DUTIES. In the case of the absence or
---------- ----------------------
disability of any officer of the Corporation, or in case of a vacancy in any
office or for any other reason that the Board of Directors may deem sufficient,
the Board of Directors, except as otherwise provided by law, may delegate the
powers or duties of any officer during the period of such officer's absence or
disability to any other officer or to any director.
ARTICLE V
---------
STOCK CERTIFICATES
------------------
SECTION 1. ISSUANCE. Every holder of shares in this Corporation shall
--------- --------
be entitled to have a certificate, representing all shares to which such holder
is entitled. No certificate shall be issued for any share until such share is
fully paid.
SECTION 2. SIGNATURES; FORM. Certificates representing shares in this
--------- -----------------
Corporation shall be signed by the President or a 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 and the
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
11
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 such person were such officer at the date of its issuance.
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 such
restrictions upon the certificate. Alternatively, each certificate may state
conspicuously that the Corporation will furnish to any shareholder upon request
and without charge a full statement of such restrictions.
SECTION 3. TRANSFER OF STOCK. Shares of stock of the Corporation shall
--------- -----------------
be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney in fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled." The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock as it deems appropriate.
If any holder of any stock of the Corporation shall have entered into
an agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition is
imposed or placed upon or in connection with the sale or transfer of any share
of stock of the Corporation, and if a duly executed or certified copy thereof
shall have been filed with the Secretary of the Corporation, none of the shares
of stock covered by such agreement or to which it relates, of any such
contracting shareholder, shall be transferred upon the books of the Corporation
until there has been filed with the Secretary of the Corporation evidence
satisfactory to the Secretary of the Corporation of compliance with such
agreement, and any evidence of any kind or quality, of compliance with the terms
of such agreement which the Secretary deems satisfactory or sufficient shall be
conclusive upon all parties interested; provided, however, that neither the
Corporation nor any director, officer, employee or transfer agent thereof shall
be liable for transferring or effecting or permitting the transfer of any such
shares of stock contrary to or inconsistent with the terms of any such
agreement, in the absence of proof of willful disregard thereof or fraud, bad
faith or gross negligence on the part of the party to be charged; provided,
further, that the certificate of the Secretary, under the seal of the
Corporation, bearing the date of its issuance by the Secretary, certifying that
such an agreement is or is not on file with the Secretary, shall be conclusive
as to such fact so certified for a period of five days from the date of such
certificate, with respect to the rights of any innocent purchaser or transferee
for value of any such shares without actual notice of the existence of any
restrictive agreement.
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SECTION 4. LOST CERTIFICATES. Any shareholder claiming a certificate of
--------- -----------------
stock to be lost or destroyed shall make affidavit or affirmation of the fact
and the fact that such shareholder is the owner and holder thereof, and give
notice of the loss or destruction of same in such manner as the Board of
Directors may require, and shall give the Corporation a bond of indemnity in
form, and with one or more sureties satisfactory to the Board of Directors,
payable as may be required by the Board of Directors to protect the Corporation
and any person injured by the issuance of the new certificate from any liability
or expense which it or they may incur by reason of the original certificate
remaining outstanding, whereupon the President or a Vice President and the
Secretary or an Assistant Secretary may cause to be issued a new certificate in
the same tenor as the one alleged to be lost or destroyed, but always subject to
approval of the Board of Directors.
ARTICLE VI
----------
DISTRIBUTIONS
-------------
The Board of Directors may, from time to time, declare distributions to
the Corporation's shareholders in cash, property, or shares of the Corporation,
unless the distribution would (i) cause the Corporation to be unable to pay its
debts as they become due in the usual course of business, or (ii) cause the
Corporation's assets to be less than its liabilities plus the amount necessary,
if the Corporation were dissolved at the time of the distribution, to satisfy
the preferential rights of shareholders whose rights are superior to those
receiving the distribution. The shareholders and the Corporation may enter into
an agreement requiring the distribution of corporate profits, subject to the
provisions of Florida law.
ARTICLE VII
-----------
CORPORATE RECORDS; SHAREHOLDERS'
INSPECTION RIGHTS; FINANCIAL INFORMATION
----------------------------------------
SECTION 1. CORPORATE RECORDS.
--------- -----------------
The Corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by committees of the Board of Directors on behalf of the
Corporation.
The Corporation shall maintain accurate accounting records and a record
of its shareholders in a form that permits preparation of a list of the names
and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
13
The Corporation shall keep copies of: its Articles of Incorporation and
all amendments thereto and restatements thereof currently in effect; these
Bylaws or restated Bylaws and all amendments currently in effect; resolutions
adopted by the Board of Directors creating one or more classes or series of
shares and fixing their relative rights, preferences, and limitations, if shares
issued pursuant to those resolutions are outstanding; the minutes of all
shareholders' meetings and records of all actions taken by shareholders without
a meeting for the past three years; written communications to all shareholders
generally or all shareholders of a class of series within the past three years,
including the financial statements furnished for the last three years; a list of
names and business street addresses of its current directors and officers; and
its most recent annual report delivered to the Department of State.
D. The corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS. Shareholder shall be
---------- ---------------------------------
entitled to inspect and copy, during regular business hours at the Corporation's
principal office, any of the corporate records described in Section 1 of this
Article if the shareholder gives the Corporation written notice of the demand at
least five business days before the date on which he wishes to inspect and copy
the records.
Shareholder shall be entitled to inspect and copy, during regular
business hours at a reasonable location specified by the Corporation, any of the
following records of the Corporation if the shareholder gives the Corporation
written notice of this demand at least five (5) business days before the date on
which the Shareholder wishes to inspect and copy, provided (a) the demand is
made in good faith and for a proper purpose, (b) the shareholder describes with
reasonable particularity the purpose and the records he desires to inspect, and
(c) the records are directly connected with the purpose: (i) excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors while acting in place of the Board on behalf
of the Corporation; (ii) accounting records; (iii) the record of shareholders;
and (iv) any other books and records of the Corporation.
This Section 2 does not affect the right of a shareholder to inspect
and copy the shareholders' list described in Section 9 of Article I, if the
shareholder is in litigation with the Corporation to the same extent as any
other litigant or the power of a court to compel the production of corporate
records for examination.
The Corporation may deny any demand for inspection if the demand was
made for an improper purpose, or if the demanding shareholder has within the two
(2) years preceding such demand, sold or offered for sale any list of
shareholders of the Corporation or of any other corporation, has aided or
abetted any person in procuring any list of shareholders for that purpose, or
has improperly used any information secured through any prior examination of the
records of the Corporation or any other corporation.
15
SECTION 3. FINANCIAL STATEMENTS FOR SHAREHOLDERS. Unless modified by
--------- --------------------------------------
resolution of the shareholders within 120 days after the close of each fiscal
year, the Corporation shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements of the Corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial statements are prepared for
the Corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, such public accountant's report must accompany them. If not, the
statements must be accompanied by a statement of the President or the person
responsible for the Corporation's accounting records stating his or her
reasonable belief that the statements were prepared on the basis of generally
accepted accounting principles and, if not, describing the basis of preparation
and describing any respects in which the statements were not prepared on a basis
of accounting consistent with the statements prepared for the preceding year.
The Corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the Corporation
to prepare its financial statements. Thereafter, on written request from a
shareholder who was not mailed the statements, the Corporation shall mail him
the latest annual financial statements.
SECTION 4. OTHER REPORTS TO SHAREHOLDERS. If the Corporation
---------- ---------------------------------
indemnifies or advances expenses to any director, officer, employee or agent
otherwise than by court order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation, the Corporation
shall report the indemnification or advance in writing to the shareholders with
or before the notice of the next annual shareholders' meeting, or prior to the
meeting if the indemnification or advance occurs after the giving of the notice
but prior to the time the annual report shall include a statement paid, the
amounts paid, and the nature of such payment of the litigation or threatened
litigation.
If the Corporation issues or authorizes the issuance of shares for
promises to perform services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the Corporation, with or before the notice of the next
shareholders' meeting.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
SECTION 1. DEFINITIONS. For purposes of this Article VIII, the
---------- -----------
following terms shall have the meanings hereafter ascribed to them:
15
(a) "Agent" includes a volunteer.
(b) "Corporation" includes, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger, so that any person who is or was a
director, officer, employee, or agent of a constituent corporation, or is or was
serving at the request of a constituent corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, is in the same position with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(c) "Expenses" includes counsel's fees, including those for appeal.
(d) "Liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to any employee
benefit plan), and Expenses actually and reasonably incurred with respect to a
Proceeding.
(e) "Proceeding" includes any threatened, pending, or completed action,
suit, or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
(f) "Serving at the Request of the Corporation" includes any service as
a director, officer, employee, or agent of the Corporation that imposes duties
on such persons, including duties relating to an employee benefit plan and its
participants or beneficiaries.
(g) "Not Opposed to the Best Interest of the Corporation" describes the
actions of a person who acts in good faith and in a manner he reasonably
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.
(h) "Other Enterprise" includes employee benefit plans.
SECTION 2. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
---------- ----------------------------------------------------------
AGENTS.
------
A. The Corporation shall have power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of, the
Corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he reasonably believed to be in, or not opposed to, the best
16
interest of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
B. The Corporation shall have power to indemnify any person, who was or
is a party to any proceeding by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interest of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability that in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
C. To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
proceeding referred to in subsection A or subsection B, or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
D. Any indemnification under subsection A or subsection B, unless
pursuant to determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth herein. Such determination
shall be made:
1. By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such proceeding;
2. If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
3. By independent legal counsel:
a. Selected by the Board of Directors or the committee;
17
b. If a quorum of the directors cannot be obtained and a
committee cannot be designated, selected by majority vote of the full Board of
Directors (in which directors who are parties may participate);
4. By the shareholders by a majority vote of a quorum consisting
of shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.
E. Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons designated by independent legal
counsel shall evaluate the reasonableness of expenses and may authorize
indemnification.
F. Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the Corporation in advance of the final
disposition of the such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.
G. The indemnification and advancement of expenses provided pursuant
to this Article are not exclusive, and the Corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
1. A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;
2. A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;
3. In the case of a director, a circumstance under which the
liability provisions of Section 607.0834, Florida Statutes, are applicable; or
4. Willful misconduct or a conscious disregard for the best
interests of the Corporation in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
18
H. Indemnification and advancement of expenses as provided in this
Article shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.
I. Notwithstanding the failure of the Corporation to provide
indemnification, and despite any contrary determination of the Board or of the
shareholders in the specific case, a director, officer, employee or agent of the
Corporation who is or was a party to a proceeding may apply for indemnification
or advancement of expenses, or both, to the court conducting the proceeding, to
the Circuit Court, or to another court of competent jurisdiction. On receipt of
an application, the court, after giving any notice that it considers necessary,
may order indemnification and advancement of expenses, including expenses
incurred in seeking court ordered indemnification or advancement of expenses, if
it determines that:
1. The director, officer, employee or agent is entitled to
mandatory indemnification in which case the court shall also order the
Corporation to pay the director reasonable expenses incurred in obtaining court
ordered indemnification or advancement of expenses;
2. The director, officer, employee or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the Corporation of its power; or
3. The director, officer, employee or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth herein.
ARTICLE IX
----------
GENERAL PROVISIONS
------------------
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall begin
--------- -----------
on the first day of July and end on the last day of June in each year.
SECTION 2. SEAL. The Board of Directors in its discretion may adopt a
--------- ----
seal for the Corporation in such form as may be determined from time to time by
the Board of Directors.
SECTION 3. AMENDMENT OF BYLAWS. The Board of Directors shall have the
--------- -------------------
power to repeal, alter, amend, and rescind these Bylaws.
19
CERTIFICATE OF ADOPTION
I hereby certify that the foregoing Bylaws were duly adopted
pursuant to written consent of the shareholders of the Corporation dated as of
June 28, 1999.
/s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxxx X. Xxxxxx
Secretary of the Corporation
20
