Attached files
Exhibit 3.4
BYLAWS
OF
PATIO-BAHIA,
INC.
a Florida
Corporation
ARTICLE
I
OFFICES
SECTION
1. PRINCIPLE REGISTERED AND EXECUTIVE OFFICE
The
principle registered of the Corporation shall be in the City of Miami, State of
Florida. The corporation may also have offices at such other places as the Board
of Directors may from time to time designate, or the business of the Corporation
may require.
ARTICLE
II
SHAREHOLDERS
MEETING
SECTION
1. PLACE OF MEETING
All
meetings of the shareholders shall be held at the principle executive office of
the Corporation, within or outside of the State of Florida, or at such other
place as may be determined by the Board of Directors.
SECTION
2. ANNUAL MEETING
The
annual meeting of the shareholders shall be held on or before the 30th of June
each year at 11:00 A.M., at which time the shareholders shall elect a Board of
Directors (every two years, or as otherwise appropriate) and transact any other
appropriate business. If this date falls on a holiday or weekend, then the
meeting shall be held on the following business day at the same
hour.
SECTION
3. SPECIAL MEETINGS
Special
meetings of the shareholders may be called by the Board of Directors or such
additional persons as may be authorized by the Board of Directors provided in
the Articles and Bylaws and amendments.
SECTION
4. NOTICE OF MEETINGS OF SHAREHOLDERS
Notice
of meetings, annual or special, shall be given, in writing, to shareholders
entitled to vote at the meeting, by the Secretary, or if there be no officer, or
in the case of neglect or refusal by the Secretary, by the Acting Secretary as
designated by the Board of Directors.
Such
notices shall be given either personally or by first class mail or other means
of written communication, addressed to the shareholder, at the address of such
shareholder appearing on the books of the Corporation or given by the
shareholder to the Corporation for the purpose of notice. Notice shall be given
not less than 30 days nor more than 60 days before the date of the
meeting.
SECTION
5. WAIVER OF NOTICE
A
Waiver of Notice shall state the place, date and hour of the meeting and (1), in
the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (2), in the case of
an annual meeting, those matters which the Board at the time of the mailing of
the notice, intends to present for action by the shareholders, but subject to
the provisions of Section 6 of these Bylaws that any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
Directors are to be elected shall include the names of the nominees which, at
the time of the notice, the Board of Directors intends to present for election.
Notice of any adjourned meeting need not be given unless a meeting is adjourned
for 60 days or more from the date set for the original meeting.
SECTION
6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENT
Request
for approval of the following must be contained in the notice or waiver of
notice:
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1.
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Approval
of a contract or other transaction between the Corporation and one or more
of its Directors or between the Corporation and any
corporation, firm or association in which one or more it its
Directors has a material financial
interest;
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2.
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To
indemnify an agent of the Corporation;
or
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3.
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To
approve the principle terms of a reorganization;
or
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4.
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Approval
of a plan of distribution as part of the winding up on the Corporation;
Prompt notice shall be given of the taking of any other Corporate action
approved by the shareholders without a meeting by less than a unanimous
written consent to those shareholders entitled to vote who have not
consented in writing.
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Notwithstanding
any of the foregoing provisions of this Section, Directors may not be elected by
written consent except by the majority written consent of all shares entitled to
vote for the election of Directors.
A
written consent may be revoked by a written notice received by the Corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
Corporation, but may not be revoked thereafter. Such revocation is effective
upon its receipt by the Secretary of the Corporation.
SECTION
7. QUORUM
A
majority of the shareholders entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of shareholders represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless the vote of a greater number is required by law except as provided in the
following provisions of this Section.
The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding
withdrawal of enough shareholders to leave less than a quorum, if any action is
approved by at least a majority of the shares required to constitute a
quorum
In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the provisions of this Section.
SECTION
8. VOTING
Shareholders
entitled to vote shall be only persons in whose names shares entitled to vote
stand on the record date for voting purposes fixed by the Board of Directors
pursuant to Article VIII, Section 3 of these Bylaws, or if there be no such
fixed date so fixed, on the record dates given below.
If
no record date is fixed:
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1.
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The
record date for determining shareholders entitled to notice of, or to vote
at a meeting or shareholders, shall be at the close of business on the
business day next proceeding the day on which notice is given, or if
notice is waived, at the close of business on the business day next
proceeding the day on which meeting is
held.
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2.
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The
record date for determining the shareholders entitled to give consent to
Corporate actions in writing without a meeting when no prior action by the
Board is necessary, shell be the day on which the first written consent is
given.
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3.
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The
record date for determining shareholders for any other purpose shall be at
the close of business on the day on which the Board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.
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Every shareholder entitled to vote shall be entitled to one vote for each share
held.
SECTION
9. PROXIES
Every
person entitled to vote shares may authorize another person or persons to act by
proxy with respect to such shares by filing a written proxy executed by such
person or his duly authorized agent, with the Secretary of the
Corporation.
A
proxy shall not be valid after the expiration of 11 months from the date thereof
unless otherwise provided in the proxy. Every proxy continues in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto.
ARTICLE
III
DIRECTORS,
MANAGEMENT
SECTION
1. POWERS
Subject
to any limitation in the Articles of Incorporation and to the provisions of the
Corporation's Code, the business and affairs of the Corporation shall be managed
and all Corporate powers shall be exercised by the Board of Directors, or under
the direction of the Board of Directors. The Board of Directors, by majority
shareholder consent, can conduct all business on behalf of the Corporation
including, but not limited to, the restructuring of the Corporation's share
capital.
SECTION
2. NUMBER
The authorized number of Directors, after the
corporation is formed by one director who be the "Acting President" for the
purpose of forming the corporation, shall be one (1) to seven (7) until changed
by amendment to the Articles of these Bylaws.
After
issuance of shares, these Bylaws may only be amended by approval of a majority
of the outstanding shares entitled to vote.
SECTION
3. ELECTION AND TENURE OF OFFICE
The
Directors shall be elected at the annual meeting of the shareholders and hold
office for two years or until the successors have been elected and qualified at
the annual meeting.
SECTION
4. VACANCIES
A
vacancy on the Board of Directors shall exist in the case of death, resignation
or removal of any Director, or in case the authorized number of Directors is
increased, or in case the shareholders fail to elect the full, authorized number
of Directors at any annual or special meeting of the shareholders at which any
Director is elected. The Board of Directors may declare vacant the office of a
Director who has been declared or unsound mind by an order of court, or who has
been convicted of a felony.
Except
for a vacancy created by the removal of a Director, vacancies on the Board of
Directors may be filled by a majority vote of the Directors then in office,
whether or not less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until the next annual meeting of the
shareholders and until his (her) successor has been elected and qualified. The
shareholders may elect a Director at any time to fill a vacancy not filled by
the Directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote. Any Director may resign
effective upon the Secretary of the Board of Directors of the Corporation unless
the notice specifies a later tine for the effectiveness of such resignation. If
the resignation is effective at a later time, a successor may be elected to take
office when the resignation becomes effective. Any reduction of the authorized
number of Directors does not remove any Director prior to the expiration of such
Director's term in office.
SECTION
5. REMOVAL
Any
or all of the Directors may be removed without cause if such removal is approved
by a majority of the outstanding shares entitled to vote.
Except
as provided in the Bylaws, a Director may not be removed prior to expiration of
such Director's term of office.
The
superior court of the resident county may, on the suit of shareholders holdings
at least 10 percent of the number of outstanding shares of any class, remove
from office any Director in case of fraudulent or dishonest acts or gross abuse
of authority or discretion with reference to the Corporation and may bar from
re-election any Director so removed for a period prescribed by the court. The
Corporation shall be made a party to such action filed by the court with
reference to any Director.
SECTION
6. PLACE OF MEETINGS
Meetings
of the Board of Directors shall be held at any place, within or outside the
State of Florida, providing it is in the United States of America, which has
been designated in the notice of the meeting, or outside of the United States of
America with majority consent of the shareholders entitled to vote. Such place
of meetings shall be designated in the notice of meeting or if there is no
notice, at the principle executive office of the Corporation or as designated
from time to time by resolution of the Board of Directors. The Directors may
hold telephonic meetings and such meetings shall be duly noted in the minutes of
the meeting.
SECTION
7. CALL AND NOTICE OF MEETINGS
Meetings
of the Board of Directors may be called by the Chairman of the Board, or the
President, or Vice-President, or Secretary or any two Directors.
Regular
annual meetings of the Board of Directors shall be held without notice
immediately after and at the same place as the annual meeting of shareholders.
Special meetings of the Board of Directors shall be held upon 2 days notice or
48 hours notice delivered personally or by telephone or telex to the Directors.
A notice or waiver or notice need not specify the purpose of any special meeting
of the Board of Directors.
SECTION
8. QUORUM
A
quorum of all meetings of the Board of Directors shall be 4 of the authorized
directors, or the majority of directors currently on the Board of
Directors.
Every
act or decision done or made by a majority of the Directors present at a meeting
duly held at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of Directors, if any action taken is
approved by at least a majority of the required quorum for such
meeting.
SECTION
9. WAIVER OF NOTICE
The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, are as valid as if presented and passed at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after the meeting, whether or not each of the Directors not present
signs a written waiver of notice, a consent to holding the meeting or approval
of the minutes thereof. All such waivers, consents of approval shall be filed
with the Corporate records or made part of the minutes of the
meeting.
SECTION
10. ACTION WITHOUT MEETING
Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board of Directors shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board of
Directors. Such action by written consent shall have the same force and effect
as a unanimous vote of Directors.
SECTION
11. COMPENSATION
All
salaries and other compensation such as shares of the Corporation in exchange
for services shall be established by a Board of Directors resolution and the
recording of such resolution by way of minutes of the Board of Directors
meeting. The Board of Directors may allow a fixed sum and expenses to be paid
for attendance at regular or special meetings. Nothing contained herein shall
prevent a Director from serving the Corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attendance for meetings.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS
The
Officers of the Corporation shall be a President, Vice-President, a Secretary
and a Treasurer, or combination Secretary-Treasurer, who shall be the Chief
Financial Officer and Treasurer of the Corporation. The Corporation may also
have such other officers with such titles and duties as shall be determined by
the Board of Directors. Any number of offices may be held by the same
person.
SECTION
2. ELECTION
All
Officers of the Corporation shall be chosen by the Board of Directors. Each
Officer shall hold office until his death, resignation or removal or until his
successor shall be chosen and qualified. A vacancy in any office because of
death, resignation or removal or other cause shall be filled by the Board of
Directors.
SECTION
3. REMOVAL AND RESIGNATION
An
Officer may be removed at any time, either with or without cause, by the Board
of Directors. An Officer may resign at any time upon written notice to the
Corporation and given to the Board of Directors, the President, or the Secretary
of the Corporation. Any such resignation shall take effect at the day of receipt
of such notice or any other time specified therein. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION
4. PRESIDENT
The
President shall be the Chief Executive Officer of the Corporation and shall,
subject to the direction and control of the Board of Directors, have general
supervision, direction, and control of the business and affairs of the
Corporation. The President shall preside at all meetings of the shareholders and
Directors and be an ex-officio member of all the standing committees, including
the executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a Corporation, and shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or Bylaws.
SECTION
5. VICE-PRESIDENT
In
the absence or disability of the President, the Vice-President, in order of
their rank as fixed by the Board of Directors, or if not ranked, the
Vice-President designated by the Board of Directors, shall perform all duties of
the President, and when so acting, shall have all the powers of, and be subject
to, all the privileges and restrictions of the President. Each Vice-President
shall have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors.
SECTION
6. SECRETARY
The
Secretary shall keep, or cause to be kept, at the principle executive office of
the Corporation, a book of minutes of all meetings of Directors and
shareholders, with the time and place of holding, whether regular or special,
and if special, how authorized, the notice thereof given or the waivers of
notice, the names of those present at Directors meetings, the number of shares
present or represented at shareholders meetings and proceedings
thereof.
The
Secretary shall keep, or cause to be kept, at the principle executive office of
the Corporation, the original or a copy of the Bylaws, as amended or otherwise
altered to date, and certified.
The
Secretary shall give, or cause to be given, notice of all meetings of
shareholders and Directors required to be given by law or the
Bylaws.
The
Secretary shall have charge of the seal of the Corporation and have such other
powers and perform such other duties as may, from time to time, be prescribed by
the Board of Directors and the Bylaws.
SECTION
7. TREASURER
The
Treasurer shall keep and maintain or cause to be kept and maintained, adequate
and correct books and records of accounts and the properties and business
transactions of the Corporation.
The
Treasurer shall deposit monies and other valuables in the name and to the credit
of the Corporation with such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation in payment
of the just demands against the Corporation as may be ordered by the Board of
Directors; shall render to the President and Directors, whenever they request
it, an accounting of all of the transactions as Treasurer and of the financial
condition of the Corporation, and shall have such powers and perform such other
duties as may from time to time be prescribed by the Board of Directors or
Bylaws.
SECTION
8. COMPENSATION
The
salaries of the Officers shall be fixed, from time to time, by the Board of
Directors.
ARTICLE
V
EXECUTIVE
COMMITTEES
SECTION
1. ORGANIZATION OF COMMITTEES
The
Board of Directors may, by resolution adopted by a majority of the authorized
number of Directors, designate one or more committees, each consisting of two or
more Directors, to serve as the pleasure of the Board of Directors. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have all the authority to act in their capacity as committee members
except with respect to:
1. The
approval of any action for which this division also requires Board of Directors
or shareholders approval.
2. The
filling of vacancies on the committee.
3. The
fixing of compensation of the committee members.
4. The
amendment or repeal of the Bylaws or the adoption of new Bylaws.
5. The
amendment or repeal of any resolution of the Board of Directors.
6. A
distribution to the shareholders of the Corporation. All distribution of shares
of the Corporation must be approved by the Board of Directors.
7. The
appointment of other committees of the Board of Directors or the members
thereof.
ARTICLE
VI
CORPORATE
RECORDS AND REPORTS
SECTION
1. INSPECTION BY SHAREHOLDERS
If
no annual report for the last fiscal year has been sent to shareholders, the
Corporation shall, upon written request of any shareholder entitled to vote,
make available those financial statements requested by the shareholder providing
that the request is made more than 120 days after the close of that fiscal year.
Such financial statements shall be delivered or mailed to the requesting
shareholder within 30 days after the financial statements are delivered to the
Corporation. A shareholder or group of shareholders entitled to vote in the
Corporation may make a written request to the Corporation for an income
statement of the current fiscal year ended more than 120 days prior to the date
of the request and a balance sheet of the Corporation as of the end of the
period. In addition, if no annual report for the last fiscal year has been sent
to the shareholders, statements for the last fiscal year shall be sent to the
requesting shareholder or shareholder group of the Corporation entitled to vote.
A copy of the statements shall be kept on file in the principle office of the
Corporation for 12 months and such statements shall be exhibited at all
reasonable times to any shareholder for valid and reasonable purposes. All
written requests by shareholders demanding an examination of the statements or a
copy shall be mailed to the shareholder in a reasonable period of
time.
The
share register shall be open to inspection and copying by any shareholder or
holder of a voting trust certificate at any time reasonable during usual
business hours upon written notice to the Corporation for reasonable purposes.
Such inspection and copying under this Section may be made in person or by agent
or attorney. In the event that the Corporation has a transfer agent to issue and
transfer the shares of the Corporation, then all provisions of this Section
applies to the transfer agent.
Shareholders
shall have the right to inspect the original or copy of these Bylaws, as amended
to date, at the Corporation's principle executive office upon reasonable
notice.
SECTION
2. INSPECTION BY DIRECTORS
Every
Director shall have the right, at any reasonable time, to inspect all books,
records, and documents of every kind and to inspect the physical properties of
the Corporation, domestic or foreign, of which such person is a Director. Such
inspection by a Director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.
SECTION
3. RIGHT TO INSPECT WRITTEN RECORDS
If
any record subject to inspection pursuant to this Section is not maintained in
written form, a request for inspection may be made to the Corporation and the
Corporation must comply with the request within a reasonable length of
time.
SECTION
4. WAIVER OF ANNUAL REPORT
The
annual report to shareholders is hereby expressly waived provided that this
Corporation has less than 500 shareholders of record or if the Corporation is a
"non-reporting" corporation as defined by the Securities and Exchange
Commission, should the Corporation's shares be publicly traded. This waiver
shall be subject to any provision of law allowing shareholders to request the
Corporation to furnish financial statements and an accompanying annual report of
activity.
SECTION
5. CONTRACTS, ETC.
The
Board of Directors, except as otherwise provided in the Bylaws, may authorize
any Officer or Officers, agent or agents to enter into any contract or execute
any instrument in the name and on behalf of the Corporation.
Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit or to render it liable for any purpose or any amount.
ARTICLE
VII
INDEMNIFICATION
OF CORPORATE OFFICERS, DIRECTORS & AGENTS
SECTION
1.
The
Corporation shall indemnify each of its officers, directors and agents against
any and all liabilities, expenses, judgments, fines, settlements, and any and
all other amounts, actually and reasonably incurred by such person on behalf of
the corporation by reason of such persons have been made or having been
threatened to be made a party to a proceeding to the fullest extent permissible
by Florida law. The Corporation shall advance the expenses reasonably expected
to be incurred by such officer, director or agent in defending any such
proceeding.
ARTICLE
VIII
SHARES
SECTION
1. CERTIFICATES
The
Corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order and state the name of
the record holder of the shares represented thereby; the number, designation if
any and class or series of shares represented thereby; and contain any
settlement required.
Every
certificate for shares shall be signed in the name of the Corporation by the
Chairman or Vice-Chairman of the Board of Directors or the President or
Vice-President and the Treasurer, the Secretary or an Assistant
Secretary.
SECTION
2. TRANSFER OF SHARES
Upon
surrender to the Secretary and/or the Corporation's contracted transfer agent of
a certificate for shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Secretary or the contracted transfer agent of the Corporation to issue a new
certificate to the person or persons entitled thereto, cancel the old
certificate and record the transaction upon its share register.
SECTION
3. RECORD DATE AND CLOSING OF TRANSFER BOOKS
The
Board of Directors may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at any
shareholders meeting or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights with respect to
any other lawful action. The record date is so fixed shall not be more than 60
days nor less than 30 days prior to the date of the shareholders meeting or
event for the sole purpose for which it is fixed. Only shareholders of record on
that date are entitled to notice of and to vote at the shareholders meeting or
to receive the dividend, distribution, or allotment of rights, or to exercise
the rights as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date.
The
Board of Directors may close the books of the Corporation against transfers of
shares during the whole or any part of a period of not more than 60 days prior
to the date of a shareholder meeting, the date when the right to any dividend,
distribution, or allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.
ARTICLE
IX
AMENDMENT
OF BYLAWS
SECTION
1. BY SHAREHOLDERS
Bylaws
may be adopted, amended or repealed by the vote or the written consent of
shareholders entitled to exercise a majority of the voting power of the
Corporation. A Bylaw which reduced the fixed number of Directors to a number
less than 2 shall not be effective if the votes cast against its
adoption are equal to more than 51% of the outstanding shares entitled to
vote.
SECTION
2. BY DIRECTORS
Subject
to the right of shareholders to adopt, amend or repeal Bylaws, Bylaws may be
adopted, amended or repealed by the Board of Directors, except that a Bylaw
amendment thereof changing the authorized number of Directors, may be adopted by
the Board of Directors.
CERTIFICATE
This
is to certify that the foregoing is a true and correct copy of the Bylaws of the
corporation, named in the title thereto and that such Bylaws were duly adopted
by the Board of Directors of said Corporation on the date set forth
below.
December
4, 2002
/S/
Jeanne McCarthy
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Jeanne
McCarthy, President and Board Chairman