Attached files
file | filename |
---|---|
S-1 - MAINBODY - Dragon's Lair Holdings, Inc. | mainbody.htm |
EX-5.1 - EX51 - Dragon's Lair Holdings, Inc. | ex51.htm |
EX-3.1 - EX31 - Dragon's Lair Holdings, Inc. | ex31.htm |
EX-4.1 - EX41 - Dragon's Lair Holdings, Inc. | ex41.htm |
EX-21.1 - EX211 - Dragon's Lair Holdings, Inc. | ex211.htm |
EX-23.1 - EX231 - Dragon's Lair Holdings, Inc. | ex231.htm |
EX-10.1 - EX101 - Dragon's Lair Holdings, Inc. | ex101.htm |
EX-23.2 - EX232 - Dragon's Lair Holdings, Inc. | ex232.htm |
EX-10.2 - EX102 - Dragon's Lair Holdings, Inc. | ex102.htm |
Exhibit
3.2
BYLAWS
OF
FOUR
STAR HOLDINGS, INC.
(A
FLORIDA CORPORATION)
ARTICLE
I
SHARE
CERTIFICATES
1.1 Issue of
Certificates. The shares of Four Star Holdings, Inc., a
Florida corporation (the “Corporation”), shall be represented by certificates,
provided that the Board of Directors of the Corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates (and upon request
every holder of uncertificated shares) shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board, or the
Chief Executive Officer, President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate
form.
1.2 Legends for Preferences and
Restrictions on Transfer. The designations, relative rights,
preferences and limitations applicable to each class of shares and the
variations in rights, preferences and limitations determined for each series
within a class (and the authority of the Board of Directors to determine
variations for future series) shall 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. Every certificate
representing shares that are restricted as to the sale, disposition, or transfer
of such shares shall also indicate that such shares are restricted as to
transfer, and there shall be set forth or fairly summarized upon the
certificate, or the certificate shall indicate that the Corporation will furnish
to any shareholder upon request and without charge, a full statement of such
restrictions. If the Corporation issues any shares that are not
registered under the Securities Act of 1933, as amended, or not registered or
qualified under the applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:
“THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY
APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO
THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION
IS NOT REQUIRED.”
1.3 Facsimile
Signatures. Any and all signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
1.4 Lost Certificates.
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Corporation may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.
- 1
-
1.5. Transfer of
Shares. Upon surrender to the Corporation or the transfer
agent of the Corporation 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 Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
1.6. Registered
Shareholders. The Corporation shall be entitled to recognize
the exclusive rights of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Florida.
ARTICLE
II
MEETINGS
OF SHAREHOLDERS
2.1 Annual
Meeting. The annual meeting of the shareholders of the
Corporation shall be held sixty (60) days after the receipt of the financial
statements of the preceding fiscal year at a place designated by the Board of
Directors of the Corporation. The annual meeting of the shareholders for any
year shall be held no later than thirteen (13) months after the last preceding
annual meeting of shareholders. Business transacted at the annual meeting shall
include the election of directors of the Corporation.
2.2 Special
Meetings. Special meetings of the shareholders shall be held
when directed by the Chairman of the Board, Chief Executive Officer, President
or the Board of Directors. The call for the meeting shall be issued
by the secretary, unless the Chairman of the Board, Chief Executive Officer,
President or the Board of Directors shall designate another person to do
so.
2.3 Place. Both
annual and special meetings of shareholders may be held within or without the
State of Florida.
2.4 Notice. Written
notice stating the place, day and hour 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
meeting, either personally or by first class mail, by or at the direction of the
president, the secretary or the officer or the person calling the meeting to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice 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.
2.5 Notice of Adjourned
Meeting. When a meeting is adjourned to another time or place,
it shall not be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting to
which the adjournment is taken, and at the adjournment meeting, any business may
be transacted 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 shall be given as provided in this section to each shareholder of record
on the new record date entitled to vote at such meeting.
2.6 Closing of Transfer Books
and Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend or in
order to make a determination of shareholders for any other purpose, the Board
of Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days. If the
stock transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such
meeting.
- 2
-
In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any determination of shareholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken.
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.
Once 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.
2.7 Shareholder Quorum and
Voting. The majority of the 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 or series of stock, a majority of the shares of such class or series shall
constitute a quorum for the transaction of such items of business by that class
or series.
If a
quorum is present, an affirmative vote of the majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders unless otherwise provided by law.
After a
quorum has been established at the shareholders' meetings, the subsequent
withdrawal of shareholders, so as to reduce the number of shareholders 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.
2.8 Conduct of
Meeting. The meeting of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting, the chairman of the board, if any; the president; a vice president;
or, if none of the foregoing is in office, present and acting, by a chairman to
be chosen by the shareholders. The secretary of the Corporation, or in his
absence, an assistant secretary, shall act as secretary of every meeting, but if
neither the secretary nor an assistant secretary is present, the chairman of the
meeting shall appoint a secretary of the meeting.
2.9 Voting of
Shares. Except as otherwise provided in the Articles of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one (1) vote on each matter submitted to a vote at the meeting of
shareholders. Treasury shares, shares of stock of this Corporation
owned by another corporation (the majority of the voting stock of which is owned
or controlled by this Corporation), and shares of stock of this Corporation held
by it in a fiduciary capacity shall not be voted, directly or indirectly, at any
such meeting and shall not be counted in determining the total number of
outstanding shares at any given time.
A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact.
At each
election for directors, every shareholder entitled to vote at election shall
have the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected at that time and for
whose election he has a right to vote.
Such
shareholder shall not have the right to accumulate his votes by giving one
candidate as many votes as the number of directors to be elected at that time
multiplied by the number of his shares, or by distributing such votes on the
same principle among any number of such candidates.
- 3
-
Shares
standing in the name of another corporation, domestic or foreign, may be voted
by the officer, agent or proxy designated by the bylaws of the corporate
shareholder; or in the absence of any applicable bylaws, by such person as the
Board of Directors of the corporate shareholder may designate. Proof of such
designation may be made by presentation of a certified copy of the bylaws or
other instrument of the corporate shareholder. In the absence of any such
designation, or in the case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.
Shares
held by an administrator, executor, guardian 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.
Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority so to do be continued in an
appropriate order of the court by which such receiver was
appointed.
A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter,
the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and
after the date on which written notice of redemption or redeemable shares has
been mailed to the holders thereof in a sum sufficient to redeem such shares has
been deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders thereof upon surrender of
certificates therefore, such shares shall not be entitled to vote on any matter
and shall not be deemed to be outstanding shares.
2.10 Proxies. Every
shareholder entitled to vote at a meeting of shareholders or to express consent
or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact
may authorize another person or persons to act for him by proxy.
Every
proxy must be signed by the shareholder or his attorney-in-fact. A
signed proxy is presumed valid. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided by law.
The
authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or such death is received by the corporate officer responsible for
maintaining the list of shareholders.
If a
proxy for the same shares confers authority upon two or more persons and does
not otherwise provide, a majority of them present at the meeting, or if only one
is present, then that one may exercise all the powers conferred by the proxy;
but if the proxy holders present at the meeting are equally divided as to the
right and manner of voting in any particular case, the voting of such shares
shall be prorated.
If a
proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in his place.
2.11 Action by Shareholders
Without a Meeting. Any action required by law, these Bylaws or the
Articles of Incorporation of this Corporation, to be taken at any annual or
special meeting of shareholders of the Corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken
without a meeting, without prior notice and without vote, if a consent in
writing setting forth the action so taken shall be signed by the shareholders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon as a class, such written consent shall be required by
the holders of a majority of the shares of each class of shares entitled to vote
as a class thereon and of the total shares entitled to vote
thereon.
- 4
-
Within
ten (10) days after obtaining such authorization by written consent, notice
shall be given to those shareholders who have not consented in writing. The
notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets for
which the dissenters’ rights are provided for by law, the notice shall contain a
clear statement of the right of shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with the
further
provisions of law regarding the rights of dissenting shareholders.
ARTICLE
III
DIRECTORS
3.1 Function. 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 the Board of Directors (“Board” or “Board of
Directors”).
3.2 Qualification. Directors
need not be residents of this state or shareholders of this
Corporation.
3.3 Compensation. The
Board of Directors shall have the authority to fix the compensation of
directors.
3.4 Duties of
Directors. A director shall perform his duties as a director,
including his duties as a member of any committee of the Board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such care as an ordinarily prudent person
in a like position would use under similar circumstances.
In
performing his duties, a director shall be entitled to rely on Information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:
(a) One
or more officers or employees of the Corporation whom the director reasonable
believes to be reliable and competent in the matter presented;
(b) Counsel,
public accountants or other persons as to matters which the director reasonable
believes to be within such person’s professional or expert competence;
or
(c) A
committee of the Board upon which he does not serve, duly designated in
accordance with the provisions of the Articles of Incorporation or the Bylaws,
as to matters within its designated authority, which committee the director
reasonable believes to merit competence.
A
director shall not be considered to be acting in good faith if he has knowledge
of the matter in question that would cause such reliance described above to be
unwarranted.
A person
who performs his duties in compliance with this section shall have no liability
by reason of being or having been a director of this Corporation.
3.5 Number. This
Corporation shall have a minimum of four (4) directors and a maximum of eleven
(11) directors. The number of directors may be increased or decreased from time
to time by amendment to these Bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director.
3.6 Election and
Term. Each person named in the Articles of Incorporation or by
the Incorporator as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until a successor shall have
been elected and qualified or until his earlier resignation, removal from office
or death.
At the
first annual meeting of the 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 he is
elected and until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.
- 5
-
3.7 Vacancies. Any
vacancies occurring in the Board of Directors, including any vacancy created by
reason of an increase in the number of directors, may be filled by the
affirmative vote of the 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.
3.8 Removal of
Directors. At a meeting of the shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
3.9 Quorum in
Voting. A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
3.10 Board
Committees. The Board of Directors may, by resolution adopted
by a majority of the Board, designate and appoint one or more of the following
committees, which shall be comprised of member so the Board of
Directors:
(a) Executive
Committee. The Board of Directors may elect from among its
members an Executive Committee to whom may be delegated, from time to time and
until further order of the Board of Directors, any or all of the powers of said
Board in connection with the affairs of the Corporation.
(b) Standing and Other
Committees. The Board of Directors may appoint standing or
such other committees of directors, officers or otherwise as deemed desirable
including, but not limited to: (1) Nominating Committee; (2) Finance Committee;
(3) Audit Committee; (4) Compensation Committee.
Standing
committees shall have the responsibilities and duties as set forth by the Board
and shall have their members appointed by the Board of Directors from within or
without its own membership, at any meeting held for that purpose. In every case,
standing committees shall be subject to the general supervision of the Board of
Directors to whom each of them shall make a report not less often than annually,
containing such recommendations as its membership deems necessary, appropriate
or desirable. Other committees, temporary or continuing, shall act with respect
to such special or general problems as the Board of Directors may, from time to
time, determine. Any or all of such other committee or committees may be
terminated at any time by the Board of Directors.
3.11 Place of
Meetings. Regular and special meetings by the Board of
Directors may be held within or without the State of Florida. Meeting shall be
held at such place as shall be fixed by the Board.
3.12 Time, Notice and Call of
Meetings. Regular meetings of the Board of Directors shall be
held immediately following the annual shareholders meeting. Written notice of
the time and place of special meetings of the Board of Directors shall be given
to each director by either personal delivery, facsimile, telegram or cablegram
at least two (2) days before the meeting or by notice mailed to the director at
least five (5) days before the meeting.
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 obligations 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, any objection to the
transaction of business because the meeting is not lawfully called or
convened.
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 of waiver of
notice of such meeting.
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.
- 6
-
Meetings
of the Board of Directors may be called by the chairman of the board, by the
president of the Corporation or by any one or more directors.
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 means of 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.
3.13 Action Without a
Meeting. Any action required to be taken at a meeting of the
directors of the Corporation, or any action which may be taken at a meeting of
the directors or a committee thereof, may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, signed by all of
the directors or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the Board or of the
committee. Such consent shall have the same effect as a unanimous
vote.
ARTICLE
IV
INDEMNIFICATION
4.1 Indemnification. Each
person who at any time is, or shall have been, a director, officer, employee or
agent of the Corporation, and is threatened to be or is made a party of any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or served at the
request of the Corporation as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding to the full extent allowed
under the Florida Statutes and such expenses shall be advanced as incurred upon
receipt of an undertaking to repay such amount if such person is found not to be
entitled to such indemnification pursuant to such Section. The foregoing right
of indemnification shall in no way be exclusive of any other rights or
indemnification to which any such director, officer, employee or agent may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
ARTICLE
V
OFFICERS
5.1 Officers. The
officers of this Corporation consist of a president, one or more vice
presidents, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person. The
failure to elect a president, vice president, secretary or treasurer shall not
affect the existence of this corporation.
5.2 Duties. The
officers of the corporation shall have the following duties:
(a) Chairman of the
Board. The Chairman of the Board shall preside at all meetings
of the shareholders and the Board of Directors. The Chairman of the Board shall
also serve as the chairman of any executive committee.
(b) Chief Executive
Officer. Subject to the control of the Board of Directors, the
Chief Executive Officer, in conjunction with the President, shall have general
and active management of the business of the Corporation, shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall have such powers and perform such duties as may be prescribed by the Board
of Directors. In the absence of the Chairman of the Board or in the event the
Board of Directors shall not have designated a Chairman of the Board, the Chief
Executive Officer shall preside at meetings of the shareholders and the Board of
Directors. The Chief Executive Officer shall also serve as the vice-chairman of
any executive committee.
- 7
-
(c) President. Subject
to the control of the Board of Directors, the President, in conjunction with the
Chief Executive Officer, shall have general and active management of the
business of the Corporation and shall have such powers and perform such duties
as may be prescribed by the Board of Directors. In the absence of the
Chairman of the Board and the Chief Executive Officer or in the event the Board
of Directors shall not have designated a Chairman of the Board and a Chief
Executive Officer shall not have been elected, the President shall preside at
meetings of the shareholders and the Board of Directors. The President shall
also serve as the vice-chairman of any executive committee.
(d) Vice Presidents. The
Vice Presidents, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of the President and
the Chief Executive Officer, perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
shall prescribe or as the President may from time to time delegate. Executive
Vice Presidents shall be senior to Senior Vice Presidents, and Senior Vice
Presidents shall be senior to all other Vice Presidents.
(e) Secretary. The
Secretary shall attend all meetings of the shareholders and all meetings of the
Board of Directors and record all the proceedings of the meetings of the
shareholders and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors and shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the
President.
(f) Chief Financial
Officer. The Chief Financial Officer shall be responsible for maintaining
the financial integrity of the Corporation, shall prepare the financial plans
for the Corporation and shall monitor the financial performance of the
Corporation and its subsidiaries, as well as performing such other duties as may
be prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.
(g) Treasurer. The
Treasurer shall have the custody of corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board
and the Board of Directors at its regular meetings or when the Board of
Directors so requires an account of all his transactions as Treasurer and of the
financial condition of the Corporation. The Treasurer shall perform such other
duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.
(h) Other Officers; Employees
and Agents. Each and every other officer, employee and agent of the
Corporation shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to such person by the
Board of Directors, the officer so appointing such person or such officer or
officers who may from time to time be designated by the Board of Directors to
exercise such supervisory authority.
5.3 Removal of
Officers. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any officer or agent elected by the shareholders may be
removed only by vote of the shareholders, unless the shareholders shall have
authorized the directors to remove such officer or agent. Any
vacancy, however occurring, in any office may be filled by the Board of
Directors, unless the Bylaws shall have expressly reserved such powers to the
shareholders. Removal of any officer shall by 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.
- 8
-
5.4 Compensation of
Officers. The officers shall receive such salary or
compensation as may be determined by the Board of Directors.
ARTICLE
VI
BOOKS
AND RECORDS
6.1 Books and
Records. This Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees of directors.
This
Corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all the shareholders and the
number, or class and series, if any, of the shares held by each.
Any
books, records and minutes may be in written form or in any other form capable
of being converted into written form within a reasonable time.
6.2 Shareholders’ Inspection
Rights. Any person who shall have been a holder of record of shares or of
voting trust certificates therefore at least six (6) months immediately
preceding his demand or shall be the holder of record of, or the holder of
record of voting trust certificates for, at least five percent (5%) of the
outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall have the right to examine, in person
or by agent or attorney, at any reasonable time or times, for any purposes if
relevant, books and records of account, minutes and records of shareholders and
to make extracts therefrom.\
6.3 Financial
Information. Not later than four (4) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing in
reasonable detail the financial conditions of the Corporation as the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon
written request of any shareholder or holder of voting trust certificates for
shares of the Corporation, the Corporation shall mail to such shareholder or
holder of voting trust certificates a copy of the most recent such filed balance
sheet and profit and loss statement.
The
balance sheets and profit and loss statements shall be filed in the registered
office of the Corporation in this State, shall be kept for at least five (5)
years and shall be subject to inspection during the business hours by any
shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE
VII
GENERAL
PROVISIONS
7.1 Dividends. The Board
of Directors of this Corporation may, from time to time, declare, and the
Corporation may pay, dividends on its shares in cash, property or its own
shares, except when the Corporation is insolvent or when the payment thereof
would be contrary to any restrictions contained in the Articles of Incorporation
and shall be subject to the provisions of Chapter 607, Florida
Statutes.
7.2 Reserves. The
Board of Directors may by resolution create a reserve or reserves out of earned
surplus for any proper purpose or purposes, and may abolish any such reserve in
the same manner.
7.3 Checks. All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
7.4 Fiscal
Year. The fiscal year of the Corporation shall end on December
31st of each year, unless otherwise fixed by resolution of the Board of
Directors.
- 9
-
7.5 Seal. The
corporate seal shall have inscribed thereon the name and state of incorporation
of the Corporation. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any other manner reproduced.
7.6 Gender. All
words used in these Bylaws in the masculine gender shall extend to and shall
include the feminine and neuter genders.
ARTICLE
VIII
AMENDMENT
8.1 Amendment. Except
as otherwise set forth herein, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting. No such amendment may terminate the right to
indemnification and advancement of expenses provided for herein to any person
covered at any time by such provisions.
- 10
-