Attached files
| file | filename |
|---|---|
| S-1/A - Offshore Petroleum Corp. | v206608_s1a.htm |
| EX-3.8 - Offshore Petroleum Corp. | v206608_ex3-8.htm |
| EX-5.2 - Offshore Petroleum Corp. | v206608_ex5-2.htm |
| EX-23.7 - Offshore Petroleum Corp. | v206608_ex23-7.htm |
| EX-3.10 - Offshore Petroleum Corp. | v206608_ex3-10.htm |
| EX-3.11 - Offshore Petroleum Corp. | v206608_ex3-11.htm |
| EX-10.10 - Offshore Petroleum Corp. | v206608_ex10-10.htm |
| EX-10.11 - Offshore Petroleum Corp. | v206608_ex10-11.htm |
Exhibit
3.9
BY-LAWS
OF
OFFSHORE
PETROLEUM CORP.
ARTICLE
I
OFFICES
Section 1. Principal
Office. The Corporation may maintain offices at such places
within or without the United States as the Board of Directors may, from time to
time, determine.
ARTICLE
II
STOCKHOLDERS
Section 1. Time and Place of
Meetings. The Board of Directors may designate any time and
any place, either within or without the State of Florida as the time and place
of meeting for any annual meeting or for any special meeting called by the
Board. A waiver of notice signed by all stockholders entitled to vote
at a meeting may designate any time and any place, either within or without the
State of Florida, as the time and place for the holding of such
meeting. If no designation is made, or if a special meeting be
otherwise called, the time and place of the meeting shall be the principal
office of the Corporation at 10:00 a.m.
Section 2. Annual
Meeting. Annual meetings of stockholders shall be held on the
second Friday of the fourth month of each fiscal year if not a legal holiday,
and if a legal holiday, then on the next secular day following at 10:00 a.m., at
which the stockholders shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting. The annual
meeting of the stockholders may be held on a date different than that given
above if the Board so determines and so states in the notice of the meeting or
in a duly executed waiver thereof.
Section 3. Special
Meetings. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the President, the Board of Directors or the
holders of not less than a majority of all of the stock entitled to vote at the
meetings. Business transacted at all special meetings shall be
confined to the purpose or purposes stated in the call.
Section 4. Notice. Written
or printed notice of all meetings of stockholders stating the place, day and
hour thereof, 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) days nor
more than sixty (60) days prior to the date of the meeting to the stockholders
of record entitled to vote at such meeting either personally or by mail, by or
at the direction of the person or persons calling the meeting, unless it is an
annual meeting. If mailed, the notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, addressed to the
shareholder at the address that appears on the stock transfer books of the
Corporation.
Section 5. Closing of Transfer Books
and Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper 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
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of stockholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
stockholders is to be taken, and the determination of stockholders on such
record date shall apply with respect to the particular action requiring the same
notwithstanding any transfer of stock on the books of the Corporation after such
record date.
Section 6. List of
Stockholders. The officer who as charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of a least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 7. Quorum. The
holders of a majority of the stock entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation or by these By-laws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally
convened. If the adjournment is for more than thirty (30) days, or if
after the adjournment, a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of the record
entitled to vote at the meeting.
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Section
8. Organization. The
Chairman of the Board, if one shall be elected, shall preside at all meetings of
the stockholders. In his absence, the President or a Vice President
shall preside. In the absence of all of these officers, any
stockholder or the duly appointed proxy of any stockholder may call the meeting
to order and a chairman shall be elected from among the stockholders
present. The Secretary of the Corporation shall act as secretary at
all meetings of stockholders. In his or her absence an Assistant
Secretary shall so act and in the absence of all of these officers the presiding
officer may appoint any person to act as secretary of the meeting.
Section 9. Proxies. At
any meeting of the stockholders, every stockholder entitled to vote at such
meeting shall be entitled to vote in person or by proxy executed in writing by
such stockholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after three (3) years from the date of its execution unless such proxy
otherwise provides. A proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by
law.
Section
10. Voting. Except
as otherwise provided by law, the Certificate of Incorporation or these By-laws,
each stockholder shall have one (1) vote for each share having rights registered
in his name on the books of the Corporation at the time of the closing of the
stock transfer books (or at the record date) for such meeting. When a
quorum is present at any meeting the vote of holders of a majority of the stock
entitled to vote, present in person or represented by proxy, shall decide any
matter submitted to such meeting, unless the matter is one upon which by law or
by express provision of the Certificate of Incorporation or of these By-laws the
vote of a greater number is required, in which case the vote of such greater
number shall govern and control the decision of such matter.
Section
11. Voting of Stock by Certain
Holders. Stock standing in the name of another corporation may
be voted by such officer, agent or proxy as the By-laws of such corporation may
authorize or, in the absence of such authorization, as the Board of Directors of
such corporation may determine.
Stock
held by an administrator, executor, guardian or conservator may be voted by him
so long as such stock forming a part of an estate are in the possession and form
a part of the estate being served by him, either in person or by proxy, without
a transfer of such stock into his name. Stock 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 stock held by him without a transfer of such stock
into his name as trustee.
Stock
standing in the name of a receiver may be voted by such receiver, and stock held
by or under the control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A
stockholder whose stock is pledged shall be entitled to vote such stock until
the stock have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the stock so transferred.
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Shares of its own stock belonging to
the Corporation, shares of its own stock owned by another corporation the
majority of the voting stock of which is owned or controlled by the Corporation,
and shares of its own stock held by the Corporation in a fiduciary capacity
shall not be voted, directly, or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding stock at any given
time.
Section
11. Action. When
a quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the Certificate of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section
12. Election of
Directors. At each election for Directors, each stockholder
entitled to vote at such election shall, unless otherwise provided by the
Certificate of Incorporation or by applicable law, have the right to vote the
number of shares owned by him for as many persons as there are to be elected and
for whose election he has a right to vote. Unless otherwise provided
by the Certificate of Incorporation, no stockholder shall have the right or be
permitted to cumulate his votes on any basis.
Section
13. Action Without
Meeting. Any action required by any provision of law or of the
Certificate of Incorporation or these By-laws to be taken at a meeting of the
stockholders or any action which may be taken at a meeting of the stockholders
may be taken without a meeting without prior written notice and without a vote,
if a consent in writing, setting forth the action so taken, shall be signed by
the stockholders entitled to vote with respect to the subject matter thereof
holding 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 were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing .
(a) Unless otherwise provided in the
certificate of incorporation, any action required by this chapter to be taken at
any annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action as a meeting at
which all shares entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office in this State,
its principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be
by hand or by certified or registered mail, return receipt
requested.
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(b) Every written consent shall bear
the date of signature of each stockholder or member who signs the consent, and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered in the
manner required by this section to the corporation, written consents signed by a
sufficient number of holders or members to take action are delivered to the
corporation by delivery to its registered office in this State, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders or members are
recorded. Delivery made to a corporation's registered office shall be
by hand or by certified or registered mail, return receipt
requested.
(c)(1) A telegram, cablegram, or
other electronic transmission consenting to an action to be taken and
transmitted by a stockholder, member or proxyholder, or by a person or persons
authorized to act for a stockholder, member or proxyholder, shall be deemed to
be written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram, or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that the
telegram, cablegram, or other electronic transmission was transmitted by the
stockholder, member or proxyholder or by a person or persons authorized to act
for the stockholder, member or proxyholder and (B) the date on which such
stockholder, member or proxyholder or authorized person or persons transmitted
such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram, or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. No consent
given by telegram, cablegram, or other electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered to the corporation by delivery to its
registered office in this State, its principal place of business or an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders or members are recorded. Delivery made to a
corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. Notwithstanding the
foregoing limitations on delivery, consents given by telegram, cablegram, or
other electronic transmission, may be otherwise delivered to the principal place
of business of the corporation or to an officer or agent of the corporation
having custody of the book in which the proceedings of meetings of stockholders
or members are recorded if to the extent and in the manner provided by
resolution of the board of directors or governing body of the
corporation.
(2) Any copy, facsimile or other
reliable reproduction of consent in writing may be substituted or used in lieu
of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be
a complete reproduction of the entire original writing.
(d) Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders or members who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders or
members to take the action were delivered to the corporation as provided in
subsection (b) of this section. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any other section of this title, if such action had been voted on by
stockholders or by members at a meeting thereof, the certificate filed under
such other section of this title, if shall state, in lieu of any statement
required by such section concerning any vote of stockholders or members, that
written consent has been given in accordance with this section.
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ARTICLE
III
DIRECTORS
Section 1. Number of
Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
one or more members who shall be elected by the
stockholders. Directors need not be residents of the State of Florida
or stockholders of the Corporation. The number of Directors may be
increased or decreased by resolution adopted by a majority of the Board of
Directors.
Section 2. Election and Term of
Office. The Directors shall be elected at the annual meeting
of the stockholders (except as provided in Section 5 of this
Article). Each Director elected shall hold office until his successor
shall be elected at an appropriate annual meeting of the stockholders and shall
qualify, or until his death, his resignation or his removal in the manner
hereinafter provided.
Section 3. Resignation. Any
Director may resign at any time by giving written notice to the President or
Secretary. Such resignation shall take effect at the time specified
therein and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
Section 4. Removal. At
any special meeting of the stockholders called expressly for that purpose, any
Director or Directors, including the entire Board of Directors, may be removed,
either with or without cause, and another person or persons may be elected to
serve for the remainder of his or their term by a vote of the holders of a
majority of all stock outstanding and entitled to vote at an election of
directors. In case any vacancy so created shall not be filled by the
stockholders at such meeting, such vacancy may be filled by the Directors as
provided in Section 5 of this Article.
Section 5. Vacancies. If
any vacancy shall occur in the Board of Directors, such vacancy may, subject to
the provisions of Section 4 of this Article, be filled by the affirmative vote
of the remaining Directors though less than a quorum of the Board of Directors
or by a sole remaining Director, and the Directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
shall qualify, unless sooner displaced. If there are no Directors in
office, then an election of Directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
Directorship, the Directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10%) percent of the total number of the shares at the time
outstanding having the right to vote for such Directors, summarily order an
election to be held to fill any such vacancies or newly created Directorships,
or to replace the Directors chosen by the Directors then in office. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
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Section 6. General
Powers. In addition to the powers and authorities expressly
conferred upon them by these By-laws, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.
Section 7. Place of
Meetings. The Directors of the Corporation may hold their
meetings, both regular and special, either within or without the State of
Florida.
Section 8. Annual
Meeting. The first meeting of each newly elected Board shall
be held immediately following the adjournment of the annual meeting of the
stockholders and no notice of such meeting shall be necessary to the newly
elected Directors in order legally to constitute the meeting, provided a quorum
shall be present, or they may meet at such time and place as shall be fixed by
the consent in writing of all of the Directors.
Section 9. Regular
Meetings. Regular meetings of the Board may be held with or
without notice immediately after, and at the same place as, the annual meeting
of stockholders. The Board of Directors may provide by resolution,
the time and place for the holding of additional regular meetings without notice
other than such resolution.
Section
10. Special
Meetings. Special meetings of the Board may be called by the
President on two (2) days' notice to each Director given either personally, by
mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and like notice on the written request of
any Director. The purpose of or the business to be transacted at any
special meeting of the Board of Directors shall be specified in the notice of
such meeting. Attendance of a Director at a meeting shall constitute
a waiver of notice of such meeting except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.
Section
11. Quorum and
Action. At all meetings of the Board the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors at any meeting at which a quorum is present shall be the act of the
Board of Directors unless the act of a greater number is required by law, the
Certificate of Incorporation or these By-laws. If a quorum shall not
be present at any meeting of Directors, the Directors present may adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present.
Section
12. Presumption of Assent to
Action. A Director who is present at a meeting of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
Secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply
to a Director who voted in favor of such action.
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Section
13. Committees. The
Board of Directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation. The board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
In the absence of disqualification of
a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, (except, that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the board of Directors as provided in Section 151(a) of the
General Corporation Law fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversation into, or the exchange of any such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), adopting an agreement of
merger or consolidation, recommending to the Stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the Stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provides,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name and names
as may be determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors.
Section
14. Compensation. Directors
may receive a stated salary for their services in an amount unanimously agreed
by the Board of Directors. By resolution of the Board a fixed sum for
expenses of attendance, if any, may be allowed for attendance at any regular or
special meeting of the Board provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section
15. Telephone
Meetings. Directors may participate in and hold a meeting of
the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
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Section
16. Action Without Meeting.
Any action required or permitted to be taken at a meeting of the Board of
Directors, may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Any Written Consent of Directors or
other document to be executed by directors of the Corporation or Officers of the
Corporation may be executed and transmitted to the Corporation by facsimile or
scanned and sent electronically and such signature shall be acceptable as an
originally executed document.
ARTICLE
IV
NOTICES
Section
1. Form of
Notice. Whenever under the provisions of any applicable
statute, the Articles of Incorporation or these By-laws, notice is required to
be given to any director or shareholder, and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal notice
exclusively, but any such notice may be given in writing, by mail, postage
prepaid, addressed to such director or shareholder at such address as appears on
the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given three (3) days after the time when the
same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. Waiver. Whenever
any notice is required to be given to any director or shareholder of the
Corporation, under the provisions of any applicable statute, the Articles of
Incorporation or these By-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, shall be equivalent to the giving of such notice.
ARTICLE
V
OFFICERS
Section 1. General. The
officers of the Corporation shall be elected by the Board of Directors and shall
be comprised of a President, a Secretary, and such other officers the Board of
Directors determines, if any. The Board of Directors may also, if it
chooses to do so, elect a Treasurer, one or more Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers, all of whom shall
also be officers. Two or more offices may be held by the same
person.
Section 2. Election, Term of Office and
Qualification. The officers of the Corporation shall be
elected by the Board of Directors at its first meeting after each annual meeting
of stockholders. The Board shall elect a President, a Secretary and
any such other officers the Board has determined are needed, none of whom need
to be a member of the Board. Each officer so elected shall hold
office until his successor has been duly chosen and has qualified or until his
death or his resignation or removal in the manner hereinafter
provided.
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Section
3. Subordinate Officers.
The Board of Directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms, have such
authority and perform such duties as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any officer
the power to appoint any such subordinate officer or agent.
Section 4. Resignation. Any
officer may resign at any time by giving written notice thereof to the Board of
Directors. Any such resignation shall take effect at the time
specified therein and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Removal. Any
officer elected or appointed by the Board of Directors may be removed by the
Board at any time with or without cause. Any other officer may be
removed with or without cause, by the person or persons who appointed the
officer or by the Board.
Section 6. Vacancies. A
vacancy in any office shall be filled for the unexpired portion of the term by
the Board of Directors, but in case of a vacancy occurring in an office filled
in accordance with the provisions of section 3 of this Article, such vacancy may
be filled by the superior officer upon whom such power may be conferred by the
Board of Directors.
Section 7. President. The
President shall be the chief executive officer of the Corporation; shall (in
absence of the Chairman of the Board) preside at meetings of the stockholders
and Directors; shall have general and active management of the business of the
Corporation; and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President may sign, with any other proper
officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these By-laws, to some other
officer or agent of the Corporation.
Section 8. Vice President. In
the absence of or inability of the President to act, the Vice President shall
perform the duties and exercise the powers of the President and shall perform
such other functions as the Board of Directors may from time to time
prescribe.
Section
9. Secretary. The
Secretary, when available, shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors as required by law or these By-laws,
be custodian of the Corporate records and have general charge of the stock books
of the Corporation and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision the Secretary shall
be. The Secretary may sign, with any other proper officer,
certificates for stock of the Corporation and shall keep in safe custody the
seal of the Corporation, and, when authorized by the Board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by the
Secretary’s signature.
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Section
10. Assistant
Secretaries. Any Assistant Secretary shall, in the absence or
disability of the Secretary perform the duties and exercise the powers of the
Secretary and shall perform such other duties as may be prescribed by the Board
of Directors or the President.
Section
11. Treasurer. The
Treasurer, if one shall be elected, shall have the care and custody of and be
responsible for all of the funds and securities of the Corporation and shall
deposit such funds in the name and to the credit of the Corporation in such a
bank and safe deposit vaults as the Directors may
designate. The Treasurer shall exhibit at all reasonable
times the books and accounts of the Corporation to any Director or stockholder
of the Corporation upon application at the office of the Corporation during
business hours. The treasurer shall render a statement of the condition of the
finances of the Corporation at each stated meeting of the Board of Directors if
called upon to do so, and a full report at the annual meeting of
stockholders. The Treasurer shall keep at the office of the
Corporation correct books of account of all of its business and transactions and
such books of account as the Board of Directors may require. The
Treasurer shall do and perform all other duties incident to the office of
Treasurer as may be prescribed by the President or Board of Directors from time
to time.
Section
12. Bonding. If
required by the Board of Directors all or certain of the officers shall give the
Corporation a bond in such form, in such sum and with such surety or sureties as
shall be satisfactory to the Board, for the faithful performance of the duties
of their office and for the restoration to the Corporation, in case of their
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in their possession or under
their control belonging to the Corporation.
Section
13. Salaries. The
salary or other compensation of officers shall be fixed from time to time by the
Board of Directors. The Board of Directors may delegate to any
officer the power to fix from time to time the salary or other compensation of
officers and agents appointed in accordance with the provisions of Section 3 of
this Article.
Section
14. Voting Upon Shares Held by
The Corporation. The Board of Directors may authorize any
officer to act on behalf of the Corporation in regard to shares of other
corporations owned by this Corporation in which event he shall have full power
and authority to attend and to act and to vote at any meeting of stockholders of
any corporation in which this Corporation may hold shares and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such shares which, as the owner thereof, the
Corporation might have possessed and exercised, if present. The Board
of Directors by resolution from time to time may confer like powers upon any
other person or persons.
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ARTICLE
VI
CERTIFICATES
REPRESENTING STOCK
Section
1. Form of
Certificates. The certificates representing stock of the
Corporation shall be in such form, not inconsistent with statutory provisions
and the Certificate of Incorporation, as shall be approved by the Board of
Directors. The certificates shall be signed by the President and the
Secretary of the Corporation and sealed with the corporate seal or a facsimile
thereof. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued with the same effect
as if he were such officer at the date of its issuance. All
certificates shall be consecutively numbered and the name of the person owning
the stock represented thereby, with the number of such shares and the date of
issue, shall be entered on the Corporation's books.
Section 2. Ownership of
Stock. The Corporation shall be entitled to treat the holder
of record of any share or as the owner of such stock with all of the rights of
ownership 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.
Section
3. Lost
Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate 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 to be lost or
destroyed. When authorizing the issue of a new certificate, the Board
of Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties 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.
Section 4. Transfer of
Stock. 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, assignation 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. Upon receipt of proper transfer instructions from the
registered owner of the uncertified shares such uncertificated shares shall be
canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.
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ARTICLE
VII
GENERAL
PROVISIONS
Section 1. Dividends. The
Board of Directors may, from time to time, declare, and the Corporation may pay,
dividends on its outstanding stock in the manner and upon the terms and
conditions provided by the Certificate of Incorporation, the By-laws and the
applicable laws of the State of Florida.
Section 2. Reserves. There
may be created by resolution of the Board of Directors out of the earned surplus
of the Corporation such reserve or reserves as the Board of Directors from time
to time, in its discretion, deems proper to provide for contingencies, or to
equalize dividends, or to repair or maintain any property of the Corporation, or
for such other proper purpose as the Board shall deem beneficial to the
Corporation, and the Board may modify or abolish any reserve in the same manner
in which it was created.
Section 3. Seal. If
one be adopted, the corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as may be approved by the Board of
Directors. Said seal may be used by causing it or a facsimile of it
to be impressed or affixed or in any manner reproduced. Any officer
of the Corporation shall have authority to affix the seal to any document
requiring it.
Section 4. Fiscal
Year. Unless another fiscal year shall be fixed by resolution
of the Board of Directors, the fiscal year of the Corporation shall commence on
the 1st day of January and terminate on the 31st day of December of each
year.
Section 5. Reports of Situation and
Amount of Business. The Board of Directors shall, when
requested by the holders of at least one-tenth (1/10) of the outstanding voting
stock of the Corporation, present written reports of the situation and amount of
business of the Corporation and shall present a full and clear statement of the
business and condition of the Corporation at every annual meeting.
Section 6. Checks, Notes, etc.
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.
Section 7. Examination of Books and
Records. Any person who shall have been a shareholder of
record for at least six (6) months immediately preceding his demand, or who
shall be the holder of record of at least ten percent (10%) of all the
outstanding shares 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 proper purpose, the books and records of
account, minutes, and record of stockholders of the Corporation, and shall be
entitled to make extracts therefrom.
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Section
8. Indemnification of
Directors. Subject to the applicable laws of the State of
Florida, the Corporation shall indemnify any director, officer, or employee, or
former director, officer, or employee of the Corporation, or any person who may
have served at its request as a director, officer, or employee of another
corporation in which it owns stock, or of which it is a creditor, against
expenses actually and necessarily incurred by him and any amount paid in
satisfaction of judgments in connection with any action, suit or proceeding
whether civil or criminal in nature, in which he is made a party by reason of
being or having been such a director, officer or employee (whether or not a
director, officer, or employee at the time such costs or expenses are incurred
by or imposed upon him) except in relation to the matters as to which he shall
be adjudged in such action, suit, or proceeding to be liable for gross
negligence or willful misconduct in the performance of duty. The
Corporation may also reimburse to any director, officer, or employee the
reasonable costs of settlement of any action, suit or proceeding, if it shall be
found by a majority of the Board of the Directors not involved in the matter in
controversy, whether or not a quorum, that it was to the interest of the
Corporation that such settlement be made and that such director, officer or
employee was not guilty of gross negligence or willful
misconduct. Such rights of indemnification and reimbursement shall
not be deemed exclusive of any other rights to which such director, officer, or
employee may be entitled by law or under any By-law, agreement, vote of
stockholders, or otherwise.
ARTICLE
VIII
MISCELLANEOUS
Section
1. Compliance With
By-Laws. Any action taken or determination made in good faith
by the stockholders or the Board of Directors shall be effective, valid and
binding although the same may not have been taken or made in strict compliance
with the By-laws of the Corporation.
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ARTICLE
IX
AMENDMENTS
Section
1. Amendments. These
By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the
stockholders or by the Board of Directors, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
special meeting.
Dated:
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