FINAL (ADOPTED AND APPROVED AT THE BOARD
MEETING HELD ON SEPTEMBER 30, 1999)
RESOLUTIONS
WHEREAS, in connection with the execution and delivery of his
Termination Agreement, dated as of August 17, 1999 (Xx. Xxxxxxxxxx'x
"TERMINATION AGREEMENT") and pursuant to paragraph 2.f thereof, Xx. Xxxxxxxxxx
delivered to the Board of Directors (the "BOARD") of Atlantic Gulf Communities
Corporation (the "COMPANY") his undated letter of resignation from the Board
(his "RESIGNATION LETTER"); and
WHEREAS, a copy of Xx. Xxxxxxxxxx'x Resignation Letter is attached as
EXHIBIT A hereto; and
WHEREAS, pursuant to paragraph 2.f of Xx. Xxxxxxxxxx'x Termination
Agreement, the parties thereto agreed that Xx. Xxxxxxxxxx'x Resignation Letter
would become effective on the earlier to occur of (1) the date Xx. Xxxxxxxxxx
instructs the Board to accept and date such letter or (2) the date the Board
determines, in its sole and absolute discretion, to accept and date such letter
(such date being referred to herein as the "EFFECTIVE Date" of Xx. Xxxxxxxxxx'x
Resignation Letter); and
WHEREAS, Section 3.3 of the Restated Bylaws of the Company, as amended
(the "BYLAWS," a copy of which is attached as EXHIBIT B hereto), sets forth
procedures for filling a vacancy on the Board; and
WHEREAS, the Directors have agreed upon certain procedures
("PROCEDURES") to be followed by the Board in connection with (1) the Board
accepting and dating Xx. Xxxxxxxxxx'x Resignation Letter and/or (2) appointing a
person to fill the vacancy on the Board created by Xx. Xxxxxxxxxx'x resignation
therefrom, which Procedures are different from the procedures for filling a
vacancy set forth in Section 3.3 of the Bylaws; and
WHEREAS, the Directors have determined that it is in the best interests
of the Company to amend the Bylaws to incorporate the Procedures and any and all
other conforming amendments thereto necessary or desirable to fully implement
the Procedures; and
WHEREAS, Section 10.1 of the Bylaws (a copy of which is attached as
EXHIBIT C hereto) sets forth the procedures for amending the Bylaws.
NOW, THEREFORE, be it:
A. RESOLVED, that Section 3.3 of the Bylaws be, and it hereby is,
amended in its entirety to read as follows:
"Section 3.3 VACANCIES. Vacancies on the Board may
be filled only by a vote of a majority of the
Directors then in office, though less than a quorum,
or by the sole remaining Director; provided,
however, that (i) any vacancies created by any
Series A Director ceasing to be a Director shall be
filled by a vote of a majority of the Series A
Directors still then in office or by a sole
remaining Director, and (ii) notwithstanding
anything in these Bylaws to the contrary, any
vacancy on the Board created either by Xx.
Xxxxxxxxxx dating his Resignation Letter which he
delivered, undated, to the Board on or about August
17, 1999 (Xx. Xxxxxxxxxx'x "Resignation Letter"), or
by the Board accepting and dating Xx. Xxxxxxxxxx'x
Resignation Letter, may be filled only by a
unanimous vote of all of the Directors then in
office."
and be it
B. FURTHER RESOLVED, that Section 10.1 of the Bylaws be, and it
hereby is, amended in its entirety to read as follows:
"Section 10.1 AMENDMENTS. Except for Section 2.2(b),
which may be amended only by the stockholders, these
Bylaws may be amended, altered or repealed at any
meeting of the Board, by vote of a majority of the
entire Board, or at any regular Board meeting by the
unanimous vote of all of the Directors present;
provided, that, (i) notwithstanding anything in
these Bylaws to the contrary, the second sentence of
Section 3.2 of these Bylaws (setting the number of
Directors constituting the entire Board at seven)
and Section 3.3(ii) of these Bylaws (regarding the
filling of any vacancy on the Board created by Xx.
Xxxxxxxxxx'x resignation therefrom) may be amended,
altered or repealed only by a unanimous vote of all
of the Directors then in office and (ii) notice of
any proposed alteration, amendment or repeal of all
or any portion of these Bylaws shall have been sent
by mail to all the Directors not fewer than three
days before the meeting at which they are to be
acted upon."
and be it
C. FURTHER RESOLVED, that nothing contained in any of the
foregoing Resolutions is intended to, nor shall it, affect, in any way, the
rights of the stockholders of the Company under the Delaware General Corporation
Law, the Charter and/or the Bylaws, to elect any person to the Board, to fill a
vacancy on the Board or to adopt, amend, alter or repeal the Bylaws.
