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8-K - ANASAZI CAPITAL CORP | anasazi8k.htm |
EX-3.1 - ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED AND RESTATED - ANASAZI CAPITAL CORP | ex31.htm |
EXHIBIT
3.2
AMENDED
AND RESTATED BYLAWS
OF
ANASAZI
CAPITAL CORP.
(A
FLORIDA CORPORATION)
ARTICLE
I
SHARE
CERTIFICATES
1.1 Issue of
Certificates. The shares of Anasazi Capital Corp., 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.
1.5. 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 each fiscal year at the time, date and 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.
-1-
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.
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-
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.
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.
-3-
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.
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 one (1) director
and a
maximum of seven (7) 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.
-4-
3.6 Election and
Term. Each person named in the Articles of Incorporation or by
the Incorporator as a member of the Board of Directors shall hold office until
the next 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 each annual meeting of shareholders,
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.
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 one (1) day 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.
-5-
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.
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.
(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.
-6-
(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.
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.
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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.
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.
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