Attached files
file | filename |
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10-K - FORM 10-K - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923e10vk.htm |
EX-2.6 - EX-2.6 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv2w6.htm |
EX-2.5 - EX-2.5 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv2w5.htm |
EX-31.2 - EX-31.2 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv31w2.htm |
EX-32.1 - EX-32.1 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv32w1.htm |
EX-32.2 - EX-32.2 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv32w2.htm |
EX-31.1 - EX-31.1 - BROOKSIDE TECHNOLOGY HOLDINGS, CORP. | g22923exv31w1.htm |
Exhibit 2.7
BYLAWS
OF
BROOKSIDE TECHNOLOGY HOLDINGS CORP.
a Florida corporation
OF
BROOKSIDE TECHNOLOGY HOLDINGS CORP.
a Florida corporation
(Adopted June 13, 2007)
INDEX
Page No. | ||||||
ARTICLE I OFFICES | 1 | |||||
1. | Business Offices
|
1 | ||||
2. | Registered Office
|
1 | ||||
ARTICLE II SHAREHOLDERS | 1 | |||||
1. | Annual Meeting
|
1 | ||||
2. | Special Meetings
|
1 | ||||
3. | Place of Meeting
|
1 | ||||
4. | Notice of Meeting
|
2 | ||||
5. | Notice of Adjourned Meeting
|
2 | ||||
6. | Waiver of Notice
|
2 | ||||
7. | Record Date Determinations
|
2 | ||||
8. | Quorum
|
2 | ||||
9. | Voting
|
3 | ||||
10. | Proxies
|
3 | ||||
11. | Action by Shareholders Without a Meeting
|
3 | ||||
12. | Shareholders List for Meeting
|
4 | ||||
ARTICLE III DIRECTORS | 4 | |||||
1. | Powers
|
4 | ||||
2. | Number, Tenure and Qualifications
|
4 | ||||
3. | General Standards for Directors
|
4 | ||||
4. | Election of Directors
|
5 | ||||
5. | Regular Meetings
|
5 | ||||
6. | Special Meeting
|
5 | ||||
7. | Notice of Adjourned Meeting
|
6 | ||||
8. | Waiver of Notice
|
6 | ||||
9. | Quorum and Voting
|
6 | ||||
10. | Presumption of Assent
|
6 | ||||
11. | Action Without a Meeting
|
6 | ||||
12. | Director Conflicts of Interest
|
7 | ||||
13. | Compensation of Directors
|
7 | ||||
14. | Resignations
|
8 | ||||
15. | Removal of Directors
|
8 | ||||
ARTICLE IV COMMITTEES | 8 | |||||
1. | Creation
|
8 | ||||
2. | Operation
|
8 |
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Page No. | ||||||
ARTICLE V OFFICERS | 8 | |||||
1. | Officers
|
9 | ||||
2. | Election and Term of Office
|
9 | ||||
3. | Resignation and Removal
|
9 | ||||
4. | Vacancies
|
9 | ||||
5. | Chairman
|
9 | ||||
6. | Vice Chairman
|
9 | ||||
7. | President
|
9 | ||||
8. | Vice President
|
10 | ||||
9. | Secretary
|
10 | ||||
10. | Treasurer
|
10 | ||||
11. | Salaries
|
10 | ||||
ARTICLE VI SHARES AND THEIR TRANSFER | 10 | |||||
1. | Certificates for Shares
|
10 | ||||
2. | Transfer of Shares
|
11 | ||||
3. | Lost, Destroyed or Stolen Certificated Securities
|
11 | ||||
ARTICLE VII BOOKS, RECORDS AND REPORTS | 11 | |||||
1. | Books and Records
|
11 | ||||
2. | Shareholders Inspection Rights
|
12 | ||||
3. | Annual Reports
|
13 | ||||
4. | Financial Statements
|
13 | ||||
5. | Other Reports to Shareholders
|
13 | ||||
ARTICLE VIII MISCELLANEOUS | 14 | |||||
1. | Distributions to Shareholders
|
14 | ||||
2. | Corporate Seal
|
14 | ||||
3. | Execution of Instruments
|
14 | ||||
4. | Indemnification
|
14 | ||||
ARTICLE IX AMENDMENTS | 14 |
-ii-
BYLAWS
OF
BROOKSIDE TECHNOLOGY HOLDINGS CORP.
a Florida corporation
(Adopted June 13, 2007)
OF
BROOKSIDE TECHNOLOGY HOLDINGS CORP.
a Florida corporation
(Adopted June 13, 2007)
ARTICLE I OFFICES
1. Business Offices. Brookside Technology Holdings Corp. (hereinafter referred to as
the Corporation), may have such offices, either within or without the State of Florida, as the
Board of Directors may designate from time to time. The Corporation shall designate an office as
its principal office in accordance with Florida law.
2. Registered Office. The Corporation shall have and continuously maintain a
registered office in the State of Florida, which may be changed from time to time by the Board of
Directors or by an Officer of the Corporation so authorized by the Board of Directors.
ARTICLE II SHAREHOLDERS
1. Annual Meeting. The Corporation shall hold an Annual Meeting of the Shareholders
for the election of Directors and for the transaction of any proper business. The Annual Meeting
of Shareholders shall be held at such time and on such date as the Corporations Board of Directors
shall determine from time to time but not later than thirteen (13) months after the last Annual
Meeting of Shareholders. The failure to hold it at the designated time does not affect the
validity of any corporate action and shall not work as a forfeiture of or dissolution of the
Corporation.
2. Special Meetings. Special meetings of the Shareholders may be called by the
President or the Board of Directors and shall be called if the holders of not less than Ten Percent
(10%) of the votes entitled to be cast on any issue proposed to be considered at the proposed
meeting sign, date and deliver a written demand or several such written demands for the special
meeting describing the purpose or purposes for the meeting to the Corporations Secretary. Only
business within the purpose or purposes described in the special meeting notice may be conducted at
such special meeting.
3. Place of Meeting. The Board of Directors may designate any place either within or
without the State of Florida as the place of meeting for any Annual Meeting or for any special
meeting of the Shareholders. If no designation is made, then the place of the meeting shall be the
principal office of the Corporation.
4. Notice of Meeting. Written notice stating the place, date, and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by first class mail, by or at the direction of the President or the
Secretary of the
Corporation or the persons calling the meeting to each Shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed delivered upon deposit in the United States
mail, with postage prepaid, addressed to the Shareholder at the address specified in the
Corporations stock transfer records.
5. Notice of Adjourned Meeting. Notice of an adjourned meeting is necessary only if
the new place, date and time are not announced at the meeting from which the adjournment is taken
or a new record date is fixed for the reconvening of the meeting. At the adjourned meeting, any
business may be transacted that might have been transacted on the original date of the meeting.
6. Waiver of Notice. A Shareholder may waive any notice required by statute, 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. Neither the
business to be transacted at nor the purpose of any regular or special meeting of the Shareholders
need be specified in any written waiver of notice. A Shareholders attendance at a meeting waives
objection to (a) 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 or
(b) consideration of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the Shareholder objects to considering the matter when it
is presented.
7. Record Date Determinations. The Board of Directors may fix the record date for one
or more voting groups in order to determine the Shareholders entitled (a) to notice of or to vote
at any meeting of Shareholders or any adjournment thereof, (b) to demand a special meeting, (c) to
receive any distribution or (d) to take any other action. Such a record date must be a date after
the date upon which the Board of Directors made the record date determination. The record date
cannot be more than seventy (70) days before the meeting or action requiring a determination of
Shareholders. A determination of Shareholders entitled to notice of or to vote at a Shareholders
meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.
8. Quorum. Unless otherwise required in the Articles of Incorporation, a majority of
the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of Shareholders. When a specified item of business is required to be voted on
by a class, series of stock, or voting group, a majority of the shares of such class, series or
voting group shall constitute a quorum for the transaction of such item of business by that class,
series or voting group. This quorum requirement can be changed only by an amendment to the
Corporations Articles of Incorporation. After a quorum has been established, the subsequent
withdrawal of Shareholders, so as to reduce the shares represented at the meeting below the number
required for the original quorum, does not affect the validity of any action taken at the meeting.
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9. Voting. Each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of Shareholders. If a quorum exists at a meeting of
Shareholders, (a) action on a matter, other than the election of Directors, is approved if the
votes
cast by the holders of the shares represented at the meeting and entitled to vote on the subject
matter favoring the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes or voting by classes is required by law; and (b) 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 a greater number of
affirmative votes is required by law.
10. Proxies. A Shareholder, other person entitled to vote on behalf of a Shareholder
pursuant to law, or a Shareholders attorney-in-fact may vote the Shareholders 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 or equivalent
reproduction of an appointment form, is a sufficient appointment form. An appointment of a proxy
is effective when received by the corporate officer or agent authorized to tabulate votes. An
appointment is valid for up to eleven (11) months unless a longer period is expressly provided in
the appointment form. An appointment of a proxy is revocable by the Shareholder, except as
otherwise provided by law.
11. Action by Shareholders Without a Meeting. Any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting, without prior notice, and
without a vote, if the action is taken by the holders of shares of each voting group entitled to
vote thereon having not less than the minimum number of votes with respect to each voting group
that would be necessary to authorize or take such action at a duly constituted meeting. In order
to be effective, the action must be evidenced by one or more written consents describing the action
taken, dated and signed by approving Shareholders having the requisite number of votes of each
voting group entitled to vote thereon, and delivered to the Corporations principal office in
Florida, its principal place of business or its officer or agent having custody of the book in
which proceedings of meetings of Shareholders are recorded. No written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60) days of the date of the
earliest dated consent delivered in the manner required by this section, written consents signed by
the number of holders required to take action are delivered to the Corporation in the manner
required by this section. Such a written consent has the effect of a meeting vote.
Any written consent, once given, may be revoked prior to the date that the Corporation
receives the required number of consents to authorize the proposed action. No revocation is
effective unless in writing and until received by the Corporation at its principal office in
Florida or its principal place of business, or received by the corporate officer or agent having
custody of the book in which proceedings of meetings of Shareholders are recorded.
Notice of such action must be given to those Shareholders who have not consented in writing or
who are not entitled to vote on the action within ten (10) days after obtaining such authorization
by written consent. The notice shall fairly summarize the material features of the authorized
action and, if the action be such for which dissenters rights are provided by law, the notice
shall contain a clear statement of the right of the Shareholders dissenting therefrom to be paid
the fair value of their shares upon compliance with the provisions of Florida law regarding the
rights of dissenting shareholders.
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12. 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 must be
available for inspection by any Shareholder for a period of ten (10) days prior to the meeting or
such shorter time as exists between the record date and the meeting and continuing through the
meeting at the Corporations 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 Corporations 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 his expense, during the period it is available for
inspection; provided that such demand is made in good faith and for a proper purpose, the purpose
is described with reasonable particularity and the list is directly connected with the purpose.
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. The Shareholders list is prima facie evidence of the identity of Shareholders
entitled to examine the Shareholders list or to vote at a meeting of Shareholders.
ARTICLE III DIRECTORS
1. Powers. All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation managed under the direction of, its Board of Directors,
subject to any limitation set forth by law or in the Corporations Articles of Incorporation.
2. Number, Tenure and Qualifications. The number of Directors shall be the number
elected by the Shareholders hereunder from time to time, increased by the number of Directors
elected by action of the Board of Directors between Annual Meetings of the Shareholders. When a
vacancy is created by the death, resignation or removal of a Director, the number of Directors
authorized and comprising the Board of Directors shall automatically be reduced so that no vacancy
exits. Each Director shall hold office until the next Annual Meeting of Shareholders and until his
successor shall have been duly elected and qualified, or until his earlier resignation, removal by
Shareholders or death. Directors must be natural persons who are eighteen (18) years of age or
older. Directors need not be residents of Florida or Shareholders of the Corporation.
3. General Standards for Directors. A Director shall discharge his duties as a
Director, including his duties as a member of any committee of the Board of Directors upon which he
may serve, (a) in good faith, (b) with such care as an ordinarily prudent person in a like position
would use under similar circumstances, and (c) in a manner he reasonably believes to be in the best
interests of the Corporation. In discharging his duties a Director shall be entitled to rely upon
information, opinions, reports or statements, including financial statements and other financial
data, in each case prepared or presented by: (i) one or more officers or employees of the
Corporation whom the Director reasonably believes to be reliable and competent in the matters
presented; (ii) legal counsel, public accountants, or other persons as to matters that the
Director reasonably believes are within the persons professional or expert competence; or (iii) a
committee of the Board of Directors of which he is not a member if the Director reasonably
believes the committee merits confidence.
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In discharging his duties, a Director may consider such factors as the Director deems
relevant, including but not limited to the long-term prospects and interests of the Corporation and
its Shareholders, and the social, economic, legal, or other effects of any action on the
employees, suppliers, customers of the Corporation or its subsidiaries, the communities and society
in which the Corporation or its subsidiaries operate, and the economy of the state and the nation.
A Director is not acting in good faith if he has knowledge concerning the matter in question
that makes reliance otherwise permitted by this section unwarranted.
A Director is not liable for any action taken as a Director, or any failure to take any
action, if he performed the duties of his office in compliance with this section.
4. Election of Directors. At the Annual Meeting of Shareholders, Directors shall be
elected by a plurality of the votes cast by the shares represented at the meeting and entitled to
vote for the election of Directors. If the election of Directors is not held on a day designated
in these Bylaws for any Annual Meeting of Shareholders, or at any adjournment thereof, the Board of
Directors may cause the election to be held at a special meeting of Shareholders specifically
called for that purpose. Between Annual Meetings of the Shareholders, the Board of Directors may
elect additional persons to serve as members of the Board of Directors from time to time, as it
determines advisable.
5. Regular Meetings. The annual meeting of the Board of Directors shall be held
without notice immediately after, and at the same place as, the annual election of Directors. The
Board of Directors may, from time to time, by resolution appoint the time and place, either within
or without the State of Florida, for holding other regular meetings of the Board, if by it deemed
advisable; and such regular meetings shall thereupon be held at the time and place so appointed,
without the giving of any notice with regard thereto. In case the day appointed for a regular
meeting shall fall upon a Saturday, Sunday or legal holiday in the State of Florida, such meeting
shall be held on the next succeeding day not a Saturday, Sunday or legal holiday in the State of
Florida, at the regularly appointed hour.
6. Special Meeting. Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, any two Directors or the President of the Corporation.
Special meetings may be held within or without the State of Florida. Notice of a special meeting
must be given at least two (2) days prior to the date of the meeting by written notice delivered
personally, by mail, telegram, telecopy or nationally recognized overnight courier service (such
as Federal Express, Airborne, UPS, Emory or Purolator) to each Director at his address. Such
notice shall be effective upon the earliest of (a) receipt, (b) five days after its deposit in the
United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or
(c) the date shown on the return receipt or other evidence of delivery, if sent by registered or
certified mail, return receipt requested, or overnight courier service, and the
delivery receipt is signed by or on behalf of the addressee. Such written notice shall include the
date, time and place of the meeting. The notice of a special meeting need not describe the purpose
of the special meeting.
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7. Notice of Adjourned Meeting. Notice of any adjourned meeting shall be given to the
Directors who were not present at the time of the adjournment and, unless the date, time and place
of the adjourned meeting are announced at the time of the adjournment, to the other Directors also.
8. Waiver of Notice. A Director can waive the requirement of notice of a meeting of
the Board of Directors by signing a waiver of notice either before or after the meeting. The
attendance of a Director at a meeting constitutes a waiver of notice of such meeting and a waiver
of any and all objections to the time or place 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.
9. Quorum and Voting. Except as may be otherwise specifically provided by law, the
Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of
the number of Directors prescribed by the Articles of Incorporation or these Bylaws shall
constitute a quorum for the transaction of business at such meeting. The affirmative vote of a
majority of the Directors present at any meeting, if a quorum is present at the time of such vote,
shall be the act of the Board of Directors. A majority of the Directors present at a meeting,
whether or not a quorum exists, may adjourn the meeting to another time and place.
The Board of Directors may permit any or all Directors to participate in a regular special
meeting by, or conduct the meeting through any use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting. A Director
participating in a meeting by this means is deemed to be present in person at the meeting.
10. Presumption of Assent. A Director who is present at a meeting of the Board of
Directors or a committee thereof when corporate action is taken is deemed to have assented to the
action unless (a) he objects at the beginning of the meeting or promptly upon arrival thereat to
the holding of the meeting or the transacting of specified business at the meeting or (b) he votes
against or abstains from the action taken.
11. Action Without a Meeting. Any action required or permitted to be taken by the
Board of Directors at a meeting may be taken without a meeting if the action is taken by all the
Directors. The action must be evidenced by one or more written consents describing the action
taken and signed by each Director. The action is effective when the last Director signs a consent,
unless the consent specifies a different effective date. Such a consent has the effect of a
meeting vote.
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12. Director Conflicts of Interest. No contract or other transaction between the
Corporation and one or more of its Directors or any other corporation, firm, association, or entity
in which one or more of its Directors are directors or officers or are financially interested shall
be
either void or voidable because of such relationship or interest, because such Director or
Directors are present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction, or because his or their votes are
counted for such purpose, if: (a) the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the votes or consents
of such interested Directors; (b) the fact of such relationship or interest is disclosed or known
to the Shareholders entitled to vote to authorize, approve or ratify the contract or transaction
under this Section 12 and they authorize, approve or ratify such contract or transaction by vote or
written consent; or (c) the contract or transaction is fair and reasonable as to the Corporation at
the time it is authorized by the Board of Directors, a committee, or the Shareholders.
For the purposes of Director action pursuant to this Section 12, a conflict of interest
transaction is authorized, approved or ratified if it receives the affirmative vote of a majority
of the Directors on the Board of Directors who have no relationship or interest in such
transaction, but a transaction may not be authorized, approved or ratified under this Section 12 by
a single Director. If a majority of the Directors who have no such relationship or interest in the
transaction vote to authorize, approve or ratify the contract or transaction, a quorum is present
for the purpose of authorizing, approving or ratifying the contract or transaction for purposes of
this Section 12.
For the purposes of Shareholder action pursuant to this Section 12, shares owned by or voted
under the control of a Director who has a relationship or interest in the contract or transaction
may not be counted in a vote of Shareholders to determine whether to authorize, approve or ratify a
contract or transaction under this Section 12. A majority of the shares, whether or not present,
that are entitled to be counted in the vote on the contract or transaction constitutes a quorum for
the purpose of taking action under this Section 12.
Notwithstanding approval pursuant to the provisions of this Section 12, unless otherwise
provided by law, the Articles of Incorporation or these Bylaws, the authorization, approval or
ratification of a contract or transaction by the Board of Directors also must comply with Section 9
of these Bylaws, including the requirements for determining a quorum under such Section.
13. Compensation of Directors. The Board of Directors may fix the compensation of
Directors. Each Director may be paid a stated salary as such or a fixed sum for the attendance at
meetings of the Board of Directors or any committee thereof, or both, and may be reimbursed for his
expenses of attendance at each such meeting. The Board of Directors may also pay to each Director
rendering services to the Corporation not ordinarily rendered by Directors, as such, special
compensation appropriate to the value of such services, as determined by the Board of Directors
from time to time. None of these payments shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor. The Board of Directors may determine
the compensation of a Director who is also an Officer for service as an Officer as well as for
service as a Director.
-7-
14. Resignations. A Director may resign at any time by delivering written notice to
the Board of Directors or its Chairman or 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, the Board of Directors or Shareholders may elect a successor of such
Director before the effective date if the Board of Directors provides that the successor does not
take office until the effective date.
15. Removal of Directors. The Shareholders may remove one or more Directors with or
without cause. If a Director is elected by a voting group of Shareholders, only the Shareholders
of that voting group may participate in the vote to remove him. A Director may be removed only if
the number of votes cast to remove him exceeds the number of votes not to remove him. A Director
may be removed by the Shareholders at a meeting of the Shareholders, provided the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is removal of the Director.
ARTICLE IV COMMITTEES
1. Creation. The Board of Directors may, by resolution adopted by a majority of the
full Board of Directors, designate from among its members an Executive Committee and one or more
other committees each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no such committee shall have the
authority to: (a) approve or recommend to Shareholders actions or proposals required by law 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
shares unless pursuant to a general formula or method specified by the Board of Directors; (e)
authorize or approve the issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a voting group except that the
Board of Directors may authorize a committee to do so within the limits specifically prescribed by
the Board of Directors.
Each committee must have two or more members who serve at the pleasure of the Board of
Directors. The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate one or more Directors as alternate members of any such committee who may
act in the place and stead of any absent member or members at any meeting of such committee.
2. Operation. The sections of these Bylaws that govern meetings, notice and waiver of
notice, quorum and voting, and action without a meeting requirements of the Board of Directors
apply to committees and their members as well.
ARTICLE V OFFICERS
1. Officers. The Officers of the Corporation shall include a Chairman, a Vice
Chairman, a President, a Treasurer and a Secretary. Other Officers may be elected by the Board of
Directors from time to time. A duly elected Officer may appoint one or more Officers or assistant
officers, if authorized to do so by the Board of Directors. The same individual may simultaneously
hold more than one office in the Corporation.
-8-
2. Election and Term of Office. As far as practicable, the Officers of the
Corporation shall be elected at the regular meeting of the Board of Directors following the annual
election of Directors. If the election of Officers is not held at such meeting, the election shall
be held as soon thereafter as conveniently may be. Each Officer shall hold office until the
regular meeting of the Board of Directors following the annual election of Directors in the next
subsequent year and until his successor shall have been duly elected and shall have qualified, or
until his earlier resignation, removal from office or death.
3. Resignation and Removal. 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.
The appointment of an Officer does not itself create contract rights. An Officers removal
does not affect the Officers contract rights, if any, with the Corporation. An Officers
resignation does not affect the Corporations contract rights, if any, with the Officer.
4. Vacancies. A vacancy in any office because of resignation, removal, death or
otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
5. Chairman. The Chairman, if present, shall preside at all meetings of the
shareholders and of the Board of Directors and shall be the chief executive officer of the
Corporation, unless the Board of Directors shall resolve otherwise. Under the direction of the
Board of Directors, the Chairman shall have general responsibility for the management and direction
of the business, properties and affairs of the Corporation. He shall have general executive powers
and also shall perform such other duties and may exercise such other powers as from time to time
may be assigned to him by these Bylaws or by the Board of Directors.
6. Vice Chairman. The Vice Chairman, in the absence or disability of the Chairman,
shall preside at all meetings of the shareholders and of the Board of Directors. Under the
direction of the Board of Directors, the Vice Chairman shall have general responsibility for the
management and direction of the business, properties and affairs of the Corporation. He shall have
general executive powers and also shall perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.
7. President. The President, in the absence or disability of the Vice Chairman, or if
there be none, shall preside at all meetings of the stockholders and the Board of Directors. The
President shall be the chief operating officer of the Corporation, unless the Board of Directors
shall resolve otherwise. Under the direction of the Board of Directors and the Chairman, the
President shall have general responsibility for the day to day operation of the business,
properties and affairs
of the Corporation. He shall have such additional specific powers as from time to time may be
assigned to him by these Bylaws or the Board of Directors.
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8. Vice President. In the absence of the President or in the event of his death,
inability or refusal to act, the Vice President, if one has been appointed or elected (or in the
event there be more than one Vice President, the Vice Presidents in the order designated at the
time of their appointment or election, or in the absence of any designation, then in the order of
their appointment or election), shall perform the duties of the President and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the President.
Each Vice President shall have general executive powers as well as the specific powers
conferred by these Bylaws. He shall also have such further powers and duties as may from time to
time be conferred upon, or assigned to, him by the Board of Directors or the President.
9. Secretary. The Secretary shall (a) prepare minutes of meetings of the Board of
Directors and Shareholders; (b) authenticate records of the Corporation; (c) keep the minutes of
the proceedings of the Board of Directors and the Shareholders in one or more books provided for
that purpose; (d) see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (e) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (f) be the registrar of the
Corporation and keep a register of the post office addresses of all Shareholders that shall be
furnished to the Secretary by the Shareholders; (g) have general charge of the stock transfer books
of the Corporation; and (h) in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board of Directors.
10. Treasurer. The Treasurer shall (a) have charge and custody of, and be responsible
for, all funds and securities of the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of
the Corporation in such banks, trust companies or other depositaries as the Board of Directors may
select; and (c) in general perform all of the duties as from time to time may be assigned to him by
the President or by the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
11. Salaries. The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the Corporation.
ARTICLE VI SHARES AND THEIR TRANSFER
1. Certificates for Shares. Shares may but need not be represented by certificates.
Unless otherwise provided by law, the rights and obligations of Shareholders are identical whether
or not their shares are represented by certificates. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of Directors. Each
certificate for shares shall be consecutively numbered or otherwise identified. Each share
certificate must state
on its face (a) the name of the Corporation and that the Corporation is organized under the laws of
Florida; (b) the name of the person to whom issued; and (c) the number and class of shares and the
designation of the series, if any, the certificate represents. Each share certificate (i) must be
signed either manually or in facsimile by the Chairman of the Board of Directors, if any, the
President or a Vice President and the Secretary, Treasurer or an assistant Secretary or Treasurer
and (ii) may bear the corporate seal or its facsimile.
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If the Corporation is authorized to issue different classes of shares or different series
within a class, the designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences, and limitations determined for each series must be
summarized on the front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the Shareholder a full
statement of this information on request and without charge.
Any certificate representing shares that are restricted as to the sale, disposition, or other
transfer of such shares, shall also state that such shares are restricted as to transfer and shall
set forth or fairly summarize on the front or back of the certificate, or shall state that the
Corporation will furnish to any Shareholder on request and without charge, a full statement of such
restrictions.
2. Transfer of Shares. If a certificated security in registered form is presented to
the Corporation with a request to register transfer or an instruction is presented to the
Corporation with a request to register transfer, pledge, or release, the Corporation shall register
the transfer, pledge, or release as requested if: (a) the security is indorsed or the instruction
was originated by the appropriate person or persons; (b) reasonable assurance is given that those
indorsements or instructions are genuine and effective; (c) the Corporation has no duty as to
adverse claims or has discharged the duty; (d) any applicable law relating to the collection of
taxes has been complied with; and (e) the transfer, pledge, or release is in fact rightful or is to
a bona fide purchaser.
3. Lost, Destroyed or Stolen Certificated Securities. If a certificated security has
been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the Corporation
of that fact within a reasonable time after he has notice of it and the Corporation registers a
transfer of the security before receiving notification, the owner is precluded from asserting
against the Corporation any claim for registering the transfer or any claim to a new security.
If the owner of a certificated security claims that the security has been lost, destroyed, or
wrongfully taken, the Corporation shall issue a new certificated security or, at the option of the
Corporation, an equivalent uncertificated security in place of the original security if the owner
(a) so requests before the Corporation has notice that the security has been acquired by a bona
fide purchaser; (b) files with the Corporation a sufficient indemnity bond; and (c) satisfies any
other reasonable requirements imposed by the Corporation.
ARTICLE VII BOOKS, RECORDS AND REPORTS
1. Books and Records. The Corporation shall keep as permanent records minutes of all
meetings of its Shareholders and Board of Directors, a record of all actions taken by the
Shareholders or Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records. The Corporation or its
agent shall maintain a record of its Shareholders in a form that permits preparation of a list of
the names and addresses of all Shareholders in alphabetical order by class of shares showing the
number and series of shares held by each. The Corporation shall maintain its records in written
form or in another form capable of conversion into written form within a reasonable time.
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The Corporation shall keep a copy of the following records: (a) its Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; (b) its Bylaws or
Restated Bylaws and all amendments to them currently in effect; (c) resolutions adopted by its
Board of Directors creating one or more classes or series of shares and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to those resolutions are
outstanding; (d) the minutes of all Shareholders meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written communications to all
Shareholders generally or all Shareholders of a class or series within the past three (3) years,
including the financial statements furnished for the past three (3) years; (f) a list of the names
and business street addresses of its current Directors and Officers; and (g) its most recent annual
report delivered to the Florida Department of State.
2. Shareholders Inspection Rights. If a Shareholder gives the Corporation written
notice of his demand at least five (5) business days before the date on which he wishes to inspect
and copy, he is entitled to inspect and copy, during regular business hours at the Corporations
principal office, any of the following records: (a) the Corporations Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; (b) the Corporations
Bylaws or Restated Bylaws and all amendments to them currently in effect; (c) resolutions adopted
by the Board of Directors creating one or more classes or series of shares and fixing their
relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are
outstanding; (d) the minutes of all Shareholders meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written communications to all
Shareholders generally or all Shareholders of a class or series within the past three (3) years,
including the financial statements furnished for the past three (3) years; (f) a list of the names
and business addresses of the Corporations current Directors and Officers; and (g) the
Corporations most recent annual report delivered to the Florida Department of State.
If (a) a Shareholder makes a demand for inspection in good faith and for a proper purpose, (b)
he describes with reasonable particularity his purpose and the records he desires to inspect, (c)
the records are directly connected with his purpose, and (d) he gives the Corporation written
notice of his demand at least five (5) business days before the date on which he wishes to inspect
and copy, he is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the Corporation, any of the following records of the Corporation: (i)
excerpts from minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors while acting in place of the Board of Directors on behalf of
the Corporation, minutes of any meeting of the Shareholders, and records of action taken by the
Shareholders or Board of Directors without a meeting, to the extent not otherwise subject to
inspection pursuant to this section; (ii) accounting records of the Corporation; (iii) the record
of Shareholders; and (iv) any other books and records.
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If a Shareholder gives the Corporation written notice of his demand at least fifteen (15)
business days before the date on which he wishes to inspect and copy, he is entitled to inspect and
copy, during regular business hours at a reasonable location in Florida specified by the
Corporation, (a) the Corporations Bylaws or Restated Bylaws and all amendments to them currently
in effect and (b) a list of the names and business street addresses of the Corporations current
Directors and Officers.
3. Annual Reports. On or after January 1 and on or before May 1 of each year, the
Corporation shall deliver to the Florida Department of State for filing a sworn annual report, on
such forms as the Department of State may prescribe and containing such information as is
prescribed by law. Similar reports shall be filed as required by law in those jurisdictions other
than the State of Florida where the Corporation may be authorized to transact business.
4. Financial Statements. Unless modified by resolution of the Shareholders within 120
days of the close of each fiscal year, the Corporation shall furnish its Shareholders annual
financial statements, which may be consolidated or combined statements of the Corporation and one
or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the
fiscal year, an income statement for that year, and a statement of cash flows for that year. If
financial statements are prepared for the Corporation on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public accountant, his report must
accompany them. If not, the statements must be accompanied by a statement of the President or the
person responsible for the Corporations accounting records (a) stating his reasonable belief
whether the statements were prepared on the basis of generally accepted accounting principles and,
if not, describing the basis of preparation; and (b) describing any respects in which the
statements were not prepared on a basis of accounting consistent with the statements prepared for
the preceding year.
The Corporation shall mail the annual financial statements to each Shareholder within 120 days
after the close of each fiscal year or within such additional time thereafter as is reasonably
necessary to enable the Corporation to prepare its financial statements if, for reasons beyond the
Corporations control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a Shareholder who was not mailed the statements, the
Corporation shall mail him the latest annual financial statements.
5. Other Reports to Shareholders. If the Corporation indemnifies or advances expenses
of defense to any Director, Officer, employee, or agent otherwise than by court order or action by
the Shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation,
the Corporation shall report the indemnification or advance in writing to the Shareholders with or
before the notice of the next Shareholders meeting, or prior to such meeting if the
indemnification or advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation or threatened
litigation.
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If the Corporation issues or authorizes the issuance of shares for promises to render services
in the future, the Corporation shall report in writing to the Shareholders the number of shares
authorized or issued, and the consideration received by the Corporation, with or before the notice
of the next Shareholders meeting.
ARTICLE VIII MISCELLANEOUS
1. Distributions to Shareholders. The Board of Directors may authorize and the
Corporation may make distributions to its Shareholders subject to restriction by the Articles of
Incorporation and the limitations provided by law. Dividends may be paid in cash, in property, or
in shares of stock, subject to the provisions of the Articles of Incorporation and applicable law.
2. Corporate Seal. The Board of Directors may provide for a corporate seal, which may
be altered at will and used itself or by a facsimile thereof, by impressing or affixing it or in
any other manner reproducing it.
3. Execution of Instruments. All bills, notes, checks, other instruments for the
payment of money, agreements, indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be
signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Corporation by
such Officers, employees, or agents of the Corporation as the Board of Directors may from time to
time direct.
4. Indemnification. The Corporation shall indemnify any person who is or was a
Director, Officer, employee, or agent of the Corporation 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, to the full extent permitted by law.
The Corporation may purchase and maintain insurance on behalf of any person who 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 any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of this section.
ARTICLE IX AMENDMENTS
The Corporations Board of Directors may amend or repeal the Corporations Bylaws unless: (a)
the Articles of Incorporation or law reserves the power to amend the Bylaws generally or a
particular Bylaw provision exclusively to the Shareholders; or (b) the Shareholders, in amending or
repealing the Bylaws generally or a particular Bylaw provision, provide expressly that the Board of
Directors may not amend or repeal the Bylaws or that Bylaw provision.
The Corporations Shareholders may amend or repeal the Corporations Bylaws even though the
Bylaws may also be amended or repealed by its Board of Directors.
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