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Exhibit 3.2
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BYLAWS
OF
CENTERSTATE BANKS OF FLORIDA, INC.
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TABLE OF CONTENTS
Section Caption Page
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ARTICLE I - Meeting of Shareholders............................................ 1
Section 1 Annual Meeting................................................................. 1
Section 2 Special Meetings............................................................... 1
Section 3 Place.......................................................................... 1
Section 4 Notice of Meeting.............................................................. 1
Section 5 Notice of Adjourned Meetings................................................... 2
Section 6 Waiver of Notice............................................................... 2
Section 7 Record Date.................................................................... 2
Section 8 Shareholders' List for Meeting................................................. 2
Section 9 Voting Entitlement of Shares................................................... 3
Section 10 Proxies........................................................................ 3
Section 11 Shareholder Quorum and Voting.................................................. 4
Section 12 Voting Trusts.................................................................. 4
Section 13 Shareholders' Agreements....................................................... 4
ARTICLE II - Directors......................................................... 5
Section 1 General Powers................................................................. 5
Section 2 Qualifications of Directors.................................................... 5
Section 3 Number......................................................................... 5
Section 4 Election and Term.............................................................. 5
Section 5 Vacancy on Board............................................................... 5
Section 6 Removal of Directors by Shareholders........................................... 5
Section 7 Compensation................................................................... 5
Section 8 Presumption of Assent.......................................................... 5
Section 9 Directors' Meetings............................................................ 6
Section 10 Notice of Meetings............................................................. 6
Section 11 Waiver of Notice............................................................... 6
Section 12 Quorum and Voting.............................................................. 6
Section 13 Action by Directors Without a Meeting.......................................... 6
Section 14 Adjournments................................................................... 6
Section 15 Participation by Conference Telephone.......................................... 6
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Section Caption Page
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ARTICLE III - Board Committees................................................. 7
Section 1 Standing Committees............................................................ 7
Section 2 Audit Committee................................................................ 7
Section 3 Compensation Committee......................................................... 7
Section 4 Loan Committee................................................................. 7
Section 5 Other Committees............................................................... 7
Section 6 Alternate Member Vacancies..................................................... 7
Section 7 Prohibited Committee Actions................................................... 7
Section 8 Tenure........................................................................ 8
Section 9 Meetings...................................................................... 9
Section 10 Quorum........................................................................ 9
Section 11 Action Without a Meeting...................................................... 9
Section 12 Procedures.................................................................... 9
Section 13 Limitation.................................................................... 9
ARTICLE IV - Officers.......................................................... 9
Section 1 Officers, Election and Terms of Office......................................... 9
Section 2 Resignation and Removal of Officers............................................ 10
Section 3 Vacancies...................................................................... 10
Section 4 Chief Executive Officer........................................................ 10
Section 5 Chairman of the Board.......................................................... 10
Section 6 Vice Chairman.................................................................. 11
Section 7 President...................................................................... 11
Section 8 Vice President................................................................. 11
Section 9 Secretary...................................................................... 11
Section 10 Treasurer...................................................................... 12
Section 11 Delegation of Duties........................................................... 12
ARTICLE V - Stock Certificates................................................. 12
Section 1 Issuance....................................................................... 12
Section 2 Signatures; Form............................................................... 12
Section 3 Transfer of Stock.............................................................. 13
Section 4 Lost Certificates.............................................................. 14
ARTICLE VI - Indemnification................................................... 14
Section 1 Definitions.................................................................... 14
Section 2 Indemnification of Officers, Directors, Employees
and Agents................................................................. 15
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Section Caption Page
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ARTICLE VII - General Provisions............................................... 18
Section 1 Fiscal Year.................................................................... 18
Section 2 Seal........................................................................... 18
Section 3 Amendment of Bylaws............................................................ 18
CERTIFICATE OF ADOPTION........................................................ 18
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BYLAWS
OF
CENTERSTATE BANKS OF FLORIDA, INC.
ARTICLE I
Meeting of Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders of the 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 be held when directed by the Chairman of the Board, the
President, or the Board of Directors, or when requested in writing by the
holders of not less than one-third of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting. Shareholders
should sign, date, and deliver to the Corporation's Secretary one or more
written demands for the meeting describing the purpose or purposes for which it
is to be held. 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. The call
for the meeting shall be issued by the Secretary, unless the Chairman of the
Board, the President, the Board of Directors, or shareholders requesting the
calling of the meeting shall designate another person to do so.
Section 3. Place. Meetings of shareholders may be held either
within or 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. Notice of Meeting. The Corporation shall notify
shareholders in writing of the date, time, and place of each annual and special
shareholders' meeting no fewer than ten or more than sixty 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 Chairman of
the Board, 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.
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Section 5. Notice of Adjourned Meetings. When an annual or
special 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 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 6. Waiver of Notice. A shareholder may waive any
notice 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 7. Record Date. For the purpose of determining the
shareholders 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 is the date the first shareholder delivers his demand
to the Corporation. The record date for determining shareholders entitled to
take action without a meeting is 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 seventy 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 8. Shareholders' List for Meeting. After fixing a
record date 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 ten 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
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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 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 9. Voting Entitlement of Shares. Except as provided
otherwise 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 Chairman of
the Board, 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 which are held by an administrator,
executor, guardian, personal representative, 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 or the name of his 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 10. Proxies. A shareholder, other person entitled to
vote on behalf of a shareholder pursuant to law, or attorney in fact, may vote
the shareholder's shares in person or by proxy.
A shareholder may appoint a proxy to vote or otherwise act for
him by signing an appointment form, either personally or by his 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 other officer authorized to
tabulate votes
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and is valid for up to eleven 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 11. Shareholder Quorum and Voting. A majority of the
votes entitled to be cast on the matter by the voting group, constitutes a
quorum of that voting group 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 12. Voting Trusts. One or more shareholders may create
a voting 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 is valid for not more than ten 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 ten 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 ten
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 13. Shareholders' Agreements. Two or more shareholders
may 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 parties thereto shall deliver copies of the agreement to the
Corporation's principal office. After filing a copy of the agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation, or any party to the agreement during business
hours.
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ARTICLE II
Directors
Section 1. General Powers. All corporate powers shall be
exercised by 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 persons who are eighteen years of age or older but need not be residents
of this state or shareholders of the Corporation.
Section 3. Number. The Board of Directors of the Corporation
as of the date of adoption of these Bylaws shall consist of seven 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. 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 elect 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 on the
Board of Directors, including a vacancy 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 remove one or more directors with or without cause. A director
may be so 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 with cause.
Section 7. Compensation. 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 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 interest.
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Section 9. Directors' Meetings. The Board of Directors may
hold regular or special meetings in or out of the state. Meetings of the Board
of Directors may be called at any time by the Chairman of the Board, by the
President, or by directors constituting at least one-fourth of the full Board of
Directors.
Section 10. Notice of Meetings. Regular meetings of the Board
of Directors may be held without notice of the date, time, place or purpose of
the meetings. Special meetings of the Board of Directors must 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 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 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 is the act of the Board of Directors.
Section 13. Action by Directors Without a Meeting. Any action
required or permitted by law to be taken at a Board of Directors' meeting or
committee meeting may be taken without a meeting if action is taken 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. Action taken shall be effective when the 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 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.
Section 15. Participation by Conference Telephone. 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 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.
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ARTICLE III
Board Committees
Section 1. Standing Committees. The Board of Directors shall
have and maintain as standing committees of the Board an Audit Committee, a
Compensation Committee and a Loan Committee. The Board of Directors shall at the
annual meeting following the Corporation's annual meeting of shareholders and
may at such other times as the Board may determine, elect the members of each
such committee, all of whom shall be directors of the Corporation, designate one
of the members of each such committee as chairman of the committee, and
prescribe the duties of each committee, which duties shall be consistent with
these Bylaws.
Section 2. Audit Committee. The Audit Committee shall consist
of not less than two directors, none of whom shall be officers or employees of
the Corporation or any direct or indirect subsidiary or affiliate of the
Corporation. The Audit Committee shall select and approve the terms and scope of
engagement of the independent certified accountants of the Corporation and shall
have such other duties as may from time to time be prescribed by the Board of
Directors. The independent auditor of the Corporation, if any, shall report
directly to the Audit Committee.
Section 3. Compensation Committee. The Compensation Committee
shall consist of not less than two directors. The Compensation Committee shall
serve as the Board committee responsible for administering any compensation and
benefit plans of the Corporation and shall have such other duties as may from
time to time be prescribed by the Board of Directors.
Section 4. Loan Committee. The Loan Committee shall consist of
not less than two directors. The Loan Committee shall have the power to
establish and approve such loans, policies and procedures relating to the
lending operations of any direct and indirect subsidiary or affiliate of the
Corporation as determined in accordance with such guidelines established by the
Board of Directors from time to time.
Section 5. Other Committees. The Board of Directors may by
resolution establish such other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the composition, duties, and procedures thereof.
Section 6. Alternate Member Vacancies. The Board of Directors
may designate one or more directors as alternate members of any committee, and
such alternate members may act in the place and stead of any absent member or
members at any meeting of such committee. The Board of Directors may fill any
vacancy or vacancies occurring in any committee.
Section 7. Prohibited Committee Actions. Notwithstanding any
other provision of these Bylaws, no committee of the Board of Directors shall
have the authority to:
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(a) Approve or recommend to shareholders actions or proposals
required by law, the Articles of Incorporation, or these Bylaws to be approved
by the 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 any shares of
capital stock of the Corporation 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 of capital stock, 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.
(f) Declare any dividend or distribution on the capital stock
of the Corporation, whether in cash or in kind.
(g) Authorize or approve any stock split, reverse stock split,
or other recapitalization of any class of capital stock of the Corporation.
(h) Authorize or approve any agreement or plan providing for a
merger, acquisition, consolidation, or other business combination involving the
Corporation.
(i) Authorize or approve the sale of all or substantially all
of the assets of the Corporation.
(j) Authorize or approve any transaction in which any member
of such committee has any material beneficial interest.
(k) Authorize or approve any action described in Article II,
Section 16, of these Bylaws.
(l) Repeal or revoke any of the foregoing.
Section 8. Tenure. Each committee member shall hold office
until the next annual meeting of the Board of Directors following his
appointment and until a successor is designated, provided that any member of a
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of a committee may
resign from the committee at any time by giving written notice to the Chairman
of the Board or Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt and acceptance of such
resignation shall not be necessary to make it effective.
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Section 9. Meetings. Regular meetings of a committee may be
held without notice at such times and places as the committee or the Board of
Directors may fix from time to time by resolution. Special meetings of a
committee may be called by the Chairman of the Board, by the President, by the
Chairman of the Committee, or by a majority of the members of the committee.
Special meetings of a committee must be preceded by at least 24 hours 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 committee need be
specified in the notice or waiver of notice of such meeting. Notice of a meeting
of a committee need not be given to any member who signs a waiver of notice
either before or after the meeting. Attendance of a member at a committee
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 10. Quorum. A majority of the members of a committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action by the committee must be authorized by the affirmative vote
of a majority of the members at the meeting at which such action is taken.
Section 11. Action Without a Meeting. Any action required or
permitted to be taken by a committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the committee.
Section 12. Procedures. Each committee may fix its own rules
of procedure which shall not be inconsistent with law or the Articles of
Incorporation or Bylaws of the Corporation, and shall keep regular minutes of
its proceedings and report the same to the Board of Directors at the Board
meeting next following the date the proceedings shall have occurred.
Section 13. Limitation. Neither the designation of any
committee of the Board of Directors, the delegation thereto of authority, nor
any 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 or she
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
Officers
Section 1. Officers, Election and Terms of Office. The
principal officers of the Corporation shall consist of a Chief Executive
Officer, a President, a Chairman of the Board, one or more Vice Chairmen of the
Board, a President, one or more Vice Presidents, a Secretary, and a Treasurer,
each of whom shall be elected by the Board of Directors at the first meeting of
directors
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immediately following the annual meeting of shareholders of the Corporation, and
shall hold his or her respective office at the pleasure of the Board of
Directors or 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 Chairman of the
Board, Vice Chairman of the Board, 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 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 be filled by the Board of Directors.
Section 4. Chief Executive Officer. The Board of Directors
shall designate a Chief Executive Officer. The Chief Executive Officer shall
preside at all meetings of the shareholders of the Corporation. Such person
shall serve as the Chief Executive Officer of the Corporation and, subject to
the provisions of these Bylaws and any 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, agents, and
employees. The Chief Executive Officer shall have the power and authority to
execute contracts, deeds, notes, mortgages, bonds, and other instruments and
documents in the name of the Corporation and on its behalf, subject, however, to
any limitations imposed by the Board of Directors. The Chief Executive Officer
shall report to the Board of Directors. Unless otherwise expressly provided by
the Board of Directors, the Chief Executive Officer shall perform the duties and
exercise the powers of the Chairman of the Board during any absence or
disability of such officer.
Section 5. Chairman of the Board. The Board of Directors shall
appoint one of its members to be Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors and shall
generally have and perform such other duties as may from time to time be
conferred or assigned by the Board of Directors.
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Section 6. Vice Chairman. The Board of Directors may appoint
one or more of its members to be Vice Chairmen of the Board. In the absence of
the Chairman, the Vice Chairman (in such order of seniority as may be determined
by the Board of Directors, if any) shall preside at any meeting of the
shareholders and the Board of Directors, unless the Board of Directors shall
designate a Chairman Pro Tem for such purposes. The Vice Chairman shall have the
power and authority to execute contracts, deeds, notes, mortgages, bonds, and
other instruments and documents in the name of the Corporation and on its
behalf, subject, however, to any limitations imposed by the Board of Directors.
The Vice Chairman of the Board shall also have and may exercise such further
executive powers and duties as from time to time may be conferred upon or
assigned by the Board of Directors or, in the absence of such action by the
Board, by the Chief Executive Officer. The Vice Chairman shall report to the
Chief Executive Officer.
Section 7. President. Subject to the provisions of these
Bylaws and any limitations imposed by the Board of Directors, the President
shall have such general executive powers as usually pertain to such office or as
may be properly required by the Board of Directors. The President shall have the
power and authority to sign certificates evidencing the capital stock of the
Corporation and execute contracts, deeds, notes, mortgages, bonds, and other
instruments and documents in the name of the Corporation and on its behalf,
subject, however, to any limitations imposed by the Board of Directors. If the
offices of Chief Executive Officer and President are ever separated, then the
President shall report to the Chief Executive Officer. The President shall,
unless otherwise expressly provided by the Board of Directors, perform the
duties and exercise the powers of the Chief Executive Officer during any
disability of the Chief Executive Officer.
Section 8. Vice President. One or more Vice Presidents may be
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 Chief Executive Officer,
the Chairman of the Board or the President. Each Executive Vice President will
report to the President and Chief Executive Officer. 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. Each Vice 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 and on its behalf, subject to any limitations imposed by the Board
of Directors. A Vice President also shall have such powers and perform such
duties as usually pertain to such office or as may be properly required by the
Board of Directors.
Section 9. Secretary. The Secretary shall keep the minutes of
all 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
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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
Chief Executive Officer all certificates of stock as the Secretary of the
Corporation and as Secretary affix or cause to be affixed thereto the seal of
the Corporation. The Secretary may sign as Secretary 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, the Chairman of the
Board, any Vice Chairman of the Board, or the President, the Secretary shall
perform all the duties usually pertaining to the office of Secretary or the
Chief Executive Officer, and such Secretary shall perform such other duties as
may be prescribed by the Board of Directors. If at any time any person or
persons shall be designated as an Assistant Secretary of the Corporation, the
Secretary may delegate to such Assistant Secretary such duties and powers as the
Secretary may deem proper.
Section 10. Treasurer. The Treasurer shall have the custody of
all the 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 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 Chief Executive Officer. If at any
time any person shall be designated as Comptroller of the Corporation, the
Treasurer may delegate to such Comptroller such duties and powers as the
Treasurer may deem proper.
Section 11. 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 the 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 the Corporation shall be signed by the President or a Vice President and the
Secretary or an Assistant
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Secretary and may be sealed with the seal of the 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 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
Indemnification
Section 1. Definitions. For purposes of this Article VI, the
following terms shall have the meanings hereafter ascribed to them:
(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 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.
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(f) "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.
(g) "other enterprises" 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 interests 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 which he reasonably believed to be in, or not opposed to,
the best interests 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 interests 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 but 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.
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(d) Any indemnification under subsection (a) or subsection
(b), unless pursuant to a 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 prescribed in
subsection (d)(1) or the committee prescribed in subsection (d)(2);
b. If a quorum of the directors cannot be obtained for
subsection (d)(1) and a committee cannot be designated for subsection (d)(2),
selected by majority vote of the full Board of Directors (in which directors who
are parties may participate); or
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 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,
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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.
(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 of
Directors 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
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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 VII
General Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and end on the last day of December 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 appeal, alter, amend, and rescind these Bylaws.
CERTIFICATE OF ADOPTION
I hereby certify that the foregoing Bylaws were duly adopted at a
meeting of the Board of Directors held on September 29, 1999.
/s/ Xxxxx X. Xxxxx
-----------------------------------------------
Xxxxx X. Xxxxx
Chairman, President and Chief Executive Officer
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