Attached files
Exhibit 3 (ii)
BY-LAWS
OF
PGI INCORPORATED
BY-LAWS
OF
PGI INCORPORATED
ARTICLE I
OFFICES
1. Principal
Office. The principal office of the corporation shall be
located at such place within the State of Florida as the Board of
Directors shall designate from time to time.
2. Additional
Offices. The corporation may also have offices and branch
offices at such other places as the Board of Directors from time to
time may designate or the business of the corporation may
require.
ARTICLE II
SEAL
The
seal of the corporation shall be a circular impression and shall
bear the name of the corporation, the word “FLORIDA”
and the word “SEAL”. The Board of Directors, by
resolution, may change the form of the corporate seal from time to
time.
ARTICLE III
MEETINGS OF
SHAREHOLDERS
1. Place.
All meetings of the shareholders shall be held at such place within
or without the State of Florida as may be designated by the Board
of Directors at a meeting held not less than thirty (30) days prior
to such meeting of shareholders. In the event the Board of
Directors shall fail to designate a place for said meeting to be
held, then the same shall be held at the principal office of the
corporation.
2. Annual
Meeting. An annual meeting of shareholders for the election
of directors and the transaction of such other business as may
properly come before the meeting shall be held on the first Monday
in May of each year or on such other date as shall be designated by
the Board of Directors from time to time.
3. Special
Meetings. Special meetings of the shareholders shall be
called by the Secretary upon request of the President or any two
members of the Board of Directors.
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4. Notice.
Notice of each meeting of shareholders, stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, signed by or bearing
the facsimile signature of the Secretary or Assistant Secretary,
shall be delivered or given as provided in Article X of these
By-Laws not less than ten (10) nor more than sixty (60) days prior
to the date of said meeting.
5. Quorum.
The holders of a majority of the shares of stock issued and
outstanding and entitled to vote at any meeting present in person
or represented by proxy, shall constitute a quorum at all meetings
of the shareholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation or
by these By-Laws; provided, however, that in the absence of a
quorum, the holders of a majority of the shares present and voting
at said meeting, either in person or by proxy, shall have the right
successively to adjourn the meeting to a specified date not longer
than ninety (90) days after such adjournment, and no notice of such
adjournment need be given to shareholders not present at the
meeting. Every decision which shall receive the favorable vote of a
majority of the votes cast in connection therewith at any meeting
of the shareholders at which a quorum is present shall be valid as
a corporate act unless a larger vote is required by law, by the
Certificate of Incorporation, or by these By-Laws.
ARTICLE IV
VOTING
PROCEDURE
At each
meeting of the shareholders, whether annual or special, the
transfer books of the corporation shall be produced and kept open
at the time and place of the meeting and shall be subject to the
inspection of any shareholder. The Board of Directors shall have
the power to close the transfer books, or fix in advance a date not
exceeding sixty (60) days preceding the date of any meeting of
shareholders as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting,
provided in such event notice of the date so set shall be
published, if and as required by law. If the Board of Directors
shall not close the transfer books or set a record date for the
determination of the shareholders entitled to vote, no person shall
be admitted to vote, directly or by proxy, except those in whose
names the shares of the corporation shall stand at the date of the
meeting.
ARTICLE V
VOTERS
1. Eligible
Voters. Any shareholder owning one or more shares of stock
on record in the stock books of the corporation as provided in
Article IV of these By-Laws, shall be eligible to vote at any
meeting of shareholders; provided, however, that no person shall be
admitted to vote on any shares belonging or hypothecated to the
corporation. On each matter submitted to a vote, including election
of directors, each such shareholder shall have as many votes as he
has shares of stock in this corporation. Cumulative voting for
directors shall not be permitted.
2. Proxies.
A shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney in
fact.
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ARTICLE VI
BOARD OF
DIRECTORS
1. Management
and Number. The property, business and affairs of the
corporation shall be controlled and managed by a Board of Directors
consisting of three (3) members, with one (1) position to remain
vacant and with such directors to be elected annually by the
shareholders. The number of directors may be increased or decreased
from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any
incumbent director.
2. Vacancies.
Whenever any vacancy on the Board of Directors shall occur due to
death, resignation, retirement, removal, increase in the number of
directors or otherwise, a majority of directors in office, although
less than a majority of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term or terms, at which
time a successor or successors shall be duly elected by the
shareholders and shall qualify.
3. Quorum.
A majority of the directors shall constitute a quorum for the
transaction of business by the Board of Directors. Any act or
decision of the majority of the directors present at a meeting at
which a quorum is present shall be the act or decision of the Board
of Directors.
4. Place
of Meetings. Meetings of directors shall be held at the
principal office of the corporation or such other place or places,
either within or without the State of Florida, as may be agreed
upon by the Board of Directors.
5. Regular
and Special Meetings. Regular meetings of the Board of
Directors shall be held as frequently and at such time and place as
may be determined by the Board of Directors from time to time.
Special meetings of the Board of Directors shall be called by the
Secretary at any time on request of the President or two members of
the Board of Directors.
6. Notice.
Regular or special meetings of the Board of Directors may be held
upon two (2) days’ notice given as provided in Article X of
these By-Laws.
7. Interest
in Transactions. No contract or other transaction between
the corporation and any person, firm association, corporation,
subsidiary or affiliated corporation, and no other act of the
corporation, shall, in the absence of fraud, be invalidated or in
any way affected by the fact that any of the directors of the
corporation are, directly or indirectly, pecuniarily or otherwise
interested (either as director, shareholder, officer, employee,
member or otherwise) in such person, firm association, corporation,
subsidiary or affiliated corporation. Any director of the
corporation individually, or any firm or association of which any
director may be a member or shareholder may be a party to, or may
be pecuniarily or otherwise interested in, any contract or
transaction of the corporation, provided that the fact that he
individually or such firm or association is so interested shall be
disclosed or known to the Board of Directors, or a majority of such
members, thereof as shall be present at any meeting of the Board of
Directors at which action upon any such contract, transaction or
other act is taken; and if such fact shall be so disclosed or
known, any director of this corporation so related or otherwise
interested may be counted in determining the presence of a quorum
at any meeting of the Board of Directors at which action upon any
such contract, transaction or act shall be taken, and may vote
thereat with respect to any such action to which he is so related
or in which he is interested.
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8. Executive
Committee. The Board of Directors may appoint from among its
members an Executive Committee of not less than three (3) members,
one of whom shall be either the Chairman of the Board or the
President, and shall designate one of its members as Chairman. The
Board may also designate one or more of its members as alternates
to serve as a member or members of the Executive Committee in the
absence of a regular member or members. The Board of Directors
reserves to itself alone the power to declare dividends, to
recommend to shareholders any action requiring their approval, to
issue additional securities and to fill vacancies therein. Subject
to the foregoing limitations the Executive Committee shall have and
may exercise all other powers of the Board of Directors during the
intervals between meetings.
9. Other
Committees. The Board of Directors may appoint from among
its members one or more additional committees, each committee to
consist of two (2) or more members. Any such committee, to the
extent provided in said resolution or resolutions, shall have and
may exercise the powers of the Board of Directors in the management
of the business and affairs of the Company. The Board may also
designate one or more of its members as alternates to serve as a
member or members of a committee in the absence of a regular member
or members.
10. Advisory
Committees. The Chairman of the Board may appoint from among
the members of the Board of Directors or from management one or
more advisory committees, each committee to consist of two (2) or
more members. Any such advisory committee shall, to the extent
requested by the Chairman of the Board, make recommendations to and
advise the Board of Directors concerning matters presented to
it.
11. Chairman
of the Board of Directors. The Chairman of the Board of
Directors shall be chosen from the members of the Board of
Directors and shall preside at all meetings of the Board of
Directors. He may sign any instruments which the Board of Directors
has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to another person, or shall be
required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of Chairman of the
Board of Directors and such other duties as may be prescribed by
the Board of Directors from time to time.
12. Vice
Chairman of the Board of Directors. One or more Vice
Chairmen (the number thereof to be determined by the Board of
Directors) shall be chosen from the members of the Board of
Directors and shall preside at meetings of the Board of Directors
in the absence of the Chairman.
13. Residency.
The directors of the Company need not be residents of the State of
Florida nor shareholders of the of the Corporation for which they
are serving as a director in order to serve in such
capacity.
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ARTICLE VII
OFFICERS
1. Executive
Officers. The officers of the corporation shall be one or
more Vice Chairmen of the Board of Directors (the number thereof to
be determined by the Board of Directors), a President, one or more
Vice Presidents (the number thereof to be determined by the Board
of Directors), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Each Vice Chairman of the Board
of Directors shall be chosen from the members of the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same
person.
2. Election
and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors
held after each annual meeting of the shareholders. If the election
of officers shall not be held at such meeting, such election shall
be held as soon thereafter as convenient. Each officer shall hold
office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Removal.
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 interest of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
ARTICLE VIII
DUTIES OF
OFFICERS
1. Vice
Chairman of the Board of Directors. The Vice Chairman of the
Board of Directors, in addition to his or her duties under Article
VI, Section 12, shall serve as an adviser to the officers on the
affairs of the corporation and shall perform such other duties as
from time to time may be assigned to him or her by the Board of
Directors.
2. President.
The President shall preside at meetings of the shareholders.
Subject to the Board of Directors, the President shall in general
supervise and control all of the business and affairs of the
corporation. In addition to any other powers and duties that may be
assigned to him by the Board of Directors, he may sign, with the
Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall
be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of
President.
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3. Vice
President. The Company shall have at least one Vice
President. In the absence of the President, the Vice President
designated by the Board of Directors shall perform the duties of
the President, and when so acting, shall have all the powers of and
be subject to all the restrictions of the President. A Vice
President shall perform such other duties as from time to time may
be assigned to him by the President or by the Board of
Directors.
4. Secretary.
The Secretary shall attend all meetings of the shareholders and of
the Board of Directors and act as clerk thereof, and shall record
all votes and the minutes of all proceedings in a minute book to be
kept of that purpose. He shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors or the
President or a Vice President, he shall affix the seal to any
instrument requiring the seal, and, when so ordered, add his
signature as an attestation thereof. He shall give, or cause to be
given, a notice as required of all meetings of the shareholders and
of the Board of Directors. He shall keep or cause to be kept a
stock certificate and transfer book and a list of all the
shareholders and their respective addresses. He shall perform such
other duties as may be prescribed from time to time by the Board of
Directors.
5. Treasurer.
The Treasurer shall have custody of the corporate funds and
securities and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books of the corporation
to be maintained by him for such purpose; he shall deposit all
monies and other valuable effects of the corporation in the name
and to the credit of the corporation in depositories designated by
the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of
Directors.
6. Delegation
of Power. In case of absence of any officer of the
corporation or for any other reason that the Board of Directors may
deem sufficient, the board may delegate the powers or duties of
such officer to any other officer or to any director for the time
being, provided a majority of the entire Board concurs
therein.
ARTICLE IX
CERTIFICATES OF
STOCK AND TRANSFERS
1. Issuance.
Certificates of stock of the corporation shall be issued and signed
by the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and
shall bear the corporate seal. Such seal may be facsimile, engraved
or printed. Certificates shall be numbered consecutively and
registered as they are issued. They shall indicate, upon their
face, among other things, the owner’s name, the number and
class of shares of stock represented by the certificate, the par
value of shares of such class, the date of its issuance and the
manner in which the shares may be transferred. When certificates
are signed by a transfer agent or an assistant transfer agent or by
a transfer clerk acting on behalf of the corporation and registrar,
the signatures of any of the officers’ names may be facsimile
signatures.
2. Transfers.
Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by his attorney
lawfully constituted in writing, and upon surrender of such
certificates properly endorsed.
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3. Transfer
Books. Proper books shall be kept under the direction of the
secretary, showing the ownership and transfer of all certificates
of stock. The Board of Directors shall have the power to close said
transfer books of the Corporation for a period not exceeding sixty
(60) days preceding the date of payment of any dividend, or the
date of the allotment of rights, or the date when any change or
conversion of shares shall go into effect. In lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix
in advance a date not exceeding sixty (60) days preceding the date
for the payment of any dividend or the date of the allotment or
right, or the date when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination
of the shareholders entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the
right in respect of any change, conversion or exchange of shares.
In such case, such shareholders and only such shareholders as shall
have been shareholders of record on the date of closing of the
transfer books or on the record date so fixed shall be entitled to
receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after such date of closing of the transfer
books or such record date so fixed as aforesaid.
4. Holders
of Record. The corporation shall be entitled to treat the
holder of record of any shares of stock as the holder in fact
thereof and accordingly 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 hereof, save as expressly provided by the Laws of
Florida.
ARTICLE X
NOTICES
1. Notice
Deemed Given. Whenever under the provision of these By-Laws
notice is required to be delivered to any director, officer or
shareholder, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid,
or dispatched by prepaid telegram, addressed to such individual at
this address at it appears on the records of the corporation, or
when delivered in person to the individual.
2. Attendance
as Waiver. Notice of any meeting required to be given under
the provisions of these By-Laws or the laws of the State of Florida
shall be deemed waived by the attendance at such meeting of the
party or parties entitled to notice thereof, except where a party
or parties attend a meeting for the express purpose of objecting to
the transaction of any business because the meeting was not
lawfully called or convened.
3. Waiver
of Notice. Any notice required to be given under the
provisions of these By-Laws or the laws of the State of Florida may
be waived by the persons entitled thereto signing a waiver of
notice before or after the time of said meeting, and such waiver
shall be deemed equivalent to the giving of such notice. Such
waiver of notice may be executed in person by the party entitled
thereto or by his agent duly authorized in writing to so
do.
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ARTICLE XI
ACTION BY
CONSENT
1. Any
action required to be, or which might be, taken at a meeting of the
shareholders after notice may be taken at a meeting of the
shareholders held without notice of holders of four-fifths of the
shares having the right and entitled to vote shall be present at
such meeting and shall sign a written consent thereto on the record
of the meeting.
2. If
all the directors severally or collectively consent in writing to
any action to be taken by the directors, such consents shall have
the same force and effect as a unanimous vote of the directors at a
meeting duly held.
ARTICLE XII
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
1. Indemnification
With Respect To Third Party Actions. The Corporation shall
indemnify any person who was or is made a party (other than a party
plaintiff suing on his own behalf) or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, other than one by or in the right of the
Corporation, by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, profit sharing
plan, or other enterprise against expenses (including
attorneys’ fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, or any appeal thereof, if
such person acted in good faith and in the reasonable belief that
such action was in, or not opposed to, the best interests of the
Corporation (or such other corporation, partnership, joint venture,
trust, profit sharing plan or other enterprise which he may have
been serving), and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe that
his conduct was unlawful. The termination of any such action, suit
or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not in itself
create a presumption that such person did not act in good faith and
in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the Corporation (or such other
corporation, partnership, joint venture, trust, profit sharing plan
or other enterprise which he may have been serving), or with
respect to any criminal action or proceeding, that such person had
reasonable cause to believe that his conduct was unlawful. The
Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors
and officers.
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2. Indemnification
With Respect To Actions By Or In The Right Of The
Corporation. The Corporation shall indemnify any person who
is or was made a party (other than a party plaintiff suing in the
right of the Corporation) or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust, profit sharing plan or other
enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding, or in
connection with an appeal thereof, if such person acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation (or such other
corporation, partnership, joint venture, trust, profit sharing plan
or other enterprise which he may have been serving); provided that
such person shall not be entitled to indemnification in relation to
matters as to which such person has been finally adjudged to have
been guilty of gross negligence or willful misconduct. The
Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors
and officers.
3. Determination
Of Right To Indemnification. Any indemnification under this
Article XII (unless pursuant to a determination by a court) shall
be made by the Corporation unless a determination is made that
indemnification of the director or officer (or employee or agent,
if applicable) is not proper in the circumstances because he has
not met the applicable standard of conduct set forth in Section 1
or Section 2. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the shareholders by a majority vote
of a quorum consisting of shareholders who were not parties to such
action, suit or proceeding.
4. Payment
Of Expenses In Advance Of Disposition Of Action. Expenses
incurred by defending a civil or criminal action, suit or
proceeding may be paid by Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer (or employee
or agent, if applicable) to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as provided in this Article XII.
5. Indemnification
Provided In This Article “Nonexclusive.” The
indemnification provided by this Article XII shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any other by-law, agreement,
vote of shareholders or disinterested directors, or otherwise, both
as to action in such person’s official capacity and as to
action in another capacity while holding such office, except no
indemnification shall be made against gross negligence or willful
misconduct. The indemnification provided by this Article XII shall
continue as to any person who has ceased to be a director or
officer (or employee or agent, if applicable) of the Corporation
and shall inure to the benefit of the heirs, legal representatives,
executors, administrators and assigns of such person.
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6. Insurance.
The Corporation shall have the power to 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,
profit sharing plan 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 Article XII.
7. Statement
To Shareholders. If any expenses or other amounts are paid
by way of indemnification 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, not
later than the time of delivery to shareholders of written notice
of the next annual meeting of shareholders, unless such meeting is
held within 3 months from the date of such payment, and, in any
event, within 15 months from the date of such payment, deliver
either personally or by mail to each shareholder of record at the
time entitled to vote for the election of directors 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.
8. Savings
Clause. In the event that any provision of this Article XII
shall be held invalid by any court of competent jurisdiction, such
holding shall not invalidate any other provision of this Article
XII and any other provisions of this Article XII shall be construed
as if such invalid provision had not been contained in this Article
XII. In any event, the Corporation shall indemnify any person who
is or was a director or officer of the Corporation, or who is or
was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust,
profit sharing plan or other enterprise, to the fullest extent
permitted under Florida law, as from time to time in effect. The
Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors
and officers.
9. Effectiveness.
The indemnification provided by this Article XII shall apply only
to those acts or omissions of any person indemnified hereunder that
occur on or after the date this Article XII becomes effective. The
indemnification provided by the predecessor to this Article XII
shall apply to those acts or omissions of any person indemnified
hereunder that occur before the date this Article XII becomes
effective, regardless of when a claim may be brought or made
against such person. The indemnification provided by this Article
XII shall survive any amendment or repeal of this Article XII with
respect to expenses incurred in connection with claims (regardless
of when such claims are brought or made) arising out of acts or
omissions occurring prior to such amendment or repeal.
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ARTICLE
XIII
AMENDMENTS
The
By-Laws, or any of them, or any additional or supplementary
By-Laws, may be altered, amended or repealed, and new By-Laws may
be adopted at any annual meeting of the shareholders without
notice, or at any special meeting of the notice of which shall set
forth the terms of the proposed By-Law or action to be taken on any
By-Laws, by a vote of the majority of the shares represented in
person or by proxy and entitled to vote at such annual or special
meeting, as the case may be. The Board of Directors shall also have
the power to adopt new By-Laws, and to amend, alter and repeal
these and any additional and supplementary By-Laws at any regular
or special meeting of the Board of Directors, in any manner not
inconsistent with any By-Laws that shall have been adopted by the
shareholders. Notice of any such action to be taken on any By-Laws
that shall have been adopted by the shareholders. Notice of any
such action to be taken on any By-Laws need not be included in the
call of said meeting.
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