SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 21, 1999
---------------------------------
(Date of earliest event reported)
Staff Leasing, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-28148 65-0735612
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
organization) Number) Number)
600 301 Boulevard West 34205
Suite 202 (Zip Code)
Bradenton, Florida
(Address of principal executive offices)
(941) 748-4540
(Registrant's telephone number, including area code)
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Item 5. Other Events
On December 21, 1999, the Board of Directors of Staff Leasing, Inc.
(the "Corporation") adopted certain amendments to the Corporation's Bylaws.
The Bylaws were amended as follows:
In Article II, the words "Except as provided in Section 2.5(e),"
shall be inserted at the beginning of the second sentence of Section 2.5(c).
In Article II, the following paragraph shall be added as Section
2.5(e):
"(e) Notwithstanding anything in these Bylaws to the contrary,
solely in connection with the Corporation's 2000 annual meeting, a
shareholder's notice of nomination of persons for election to the Board of
Directors set forth in this Section 2.5 shall be valid if (x) such notice is
received at the principal executive offices of the Corporation on or before
March 11, 2000 and (y) such notice otherwise complies with the notice
procedures for shareholder's nominations set forth in these Bylaws."
This description is qualified in its entirety by the full text of
the amended and restated Bylaws attached as Exhibit 3.2 hereto and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The Bylaws of the Corporation, as amended and restated on December
21, 1999, are attached hereto as Exhibit 3.2 and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STAFF LEASING, INC.
by:
/s/ Richard A. Goldman
-----------------------
Name: Richard A. Goldman
Title: President
Date: December 30, 1999
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Exhibit Index
Exhibit No. Exhibit Page No.
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3.2 Amended and Restated Bylaws of
Staff Leasing, Inc.
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EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
STAFF LEASING, INC.
PREAMBLE
These Bylaws are subject to, and governed by, the Florida Business
Corporation Act (the "Florida Act") and the Articles of Incorporation (the
"Articles of Incorporation") of Staff Leasing, Inc., a Florida corporation
(the "Corporation"). In the event of a direct conflict between the provisions
of these Bylaws and the mandatory provisions of the Florida Act or the
provisions of the Articles of Incorporation, such provisions of the Florida
Act or the Articles of Incorporation, as the case may be, will be controlling.
ARTICLE I: OFFICES
1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to time
by the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Florida.
1.2 Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II: MEETINGS OF SHAREHOLDERS
2.1 Annual Meeting. An annual meeting of shareholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the shareholders shall elect directors and transact
such other business as may be properly brought before the meeting.
2.2 Special Meeting. A special meeting of the shareholders may be
called by the Board of Directors pursuant to a resolution adopted by a
majority of the
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Classified Directors (as defined in Section 3.2 hereof) then serving, by the
Chairman of the Board, or by written demand of any holder or holders of record
of at least twenty-five percent (25%) of the outstanding shares of capital
stock of the Corporation then entitled to vote on any matter for which the
respective special meeting is being called (considered for this purpose as one
class), such demand stating the purpose or purposes for which the meeting is
called. Subject to the requirements for notice stated in Section 2.4 hereof, a
special meeting shall be held on such date and at such time as shall be
designated by the person(s) calling the meeting and stated in the notice of
the meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a special meeting as may be stated or
indicated in the notice of such meeting given in accordance with these Bylaws
or in a duly executed waiver of notice of such meeting.
2.3 Place of Meetings. An annual meeting of shareholders may be held
at any place within or without the State of Florida designated by the Board of
Directors. A special meeting of shareholders may be held at any place within
or without the State of Florida designated in the notice of the meeting or a
duly executed waiver of notice of such meeting. Meetings of shareholders shall
be held at the principal offices of the Corporation unless another place is
designated for meetings in the manner provided herein.
2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the shareholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or person(s) calling the meeting, to
each shareholder of record entitled to vote at such meeting. If such notice is
to be sent by mail, it shall be directed to such shareholder at his or her
address as it appears on the records of the Corporation, unless he or she
shall have filed with the Secretary of the Corporation a written request that
notices to him or her be mailed to some other address, in which case it shall
be directed to him or her at such other address. Notice of any meeting of
shareholders shall not be required to be given to any shareholder who shall
attend such meeting in person or by proxy and who shall not, at the beginning
of such meeting, object to the transaction of any business because the meeting
is not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.
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2.5 Notice of Shareholder Business; Nomination of Director
Candidates.
(a) At annual or special meetings of the shareholders, only such
business shall be conducted as shall have been brought before meetings
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors, or (iii) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of
notice provided for in this Section 2.5, who shall be entitled to vote at
such meeting, and who complies with the notice procedures set forth in
this Section 2.5.
(b) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors may be made
at an annual or special meeting of shareholders (i) by or at the
direction of the Board of Directors, (ii) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of
notice provided for in this Section 2.5, who shall be entitled to vote
for the election of directors at the meeting, and who complies with the
notice procedures set forth in this Section 2.5.
(c) A shareholder must give timely, written notice to the Secretary
of the Corporation to nominate directors at an annual or special meeting
pursuant to Section 2.5(b) hereof or to propose business to be brought
before an annual or special meeting pursuant to clause (iii) of Section
2.5(a) hereof. Except as provided in Section 2.5(e), a shareholder's
notice must be received at the principal executive offices of the
Corporation on or before the deadline for submitting shareholder
proposals pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") but not more than thirty (30) days
before such deadline. Such shareholder's notice shall set forth (i) with
respect to each matter, if any, that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business
at the meeting, (ii) with respect to each person, if any, whom the
shareholder proposes to nominate for election or re-election as a
director, all information relating to such person (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director) that is required under the Exchange
Act, (iii) the name and address, as they
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appear on the Corporation's records, of the shareholder proposing such
business or nominating such persons (as the case may be), and the name
and address of the beneficial owner, if any, on whose behalf the proposal
or nomination is made, (iv) the class and number of shares of capital
stock of the Corporation that are owned beneficially and of record by
such shareholder of record and by the beneficial owner, if any, on whose
behalf the proposal or nomination is made, and (v) any material interest
or relationship that such shareholder of record and/or the beneficial
owner, if any, on whose behalf the proposal or nomination is made may
respectively have in such business or with such nominee. At the request
of the Board of Directors, any person nominated for election as a
director shall furnish to the Secretary of the Corporation the
information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee.
(d) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted, and no person shall be nominated to serve as
a director, at an annual or special meeting of shareholders, except in
accordance with the procedures set forth in this Section 2.5 and
elsewhere in these Bylaws. The chairman of the meeting shall, if the
facts warrant, determine that business was not properly brought before
the meeting, or that a nomination was not made, in accordance with the
procedures prescribed by these Bylaws and, if he or she shall so
determine, he or she shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted
and any defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of these Bylaws, a shareholder shall also comply
with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this
Section 2.5.
(e) Notwithstanding anything in these Bylaws to the contrary, solely
in connection with the Corporation's 2000 annual meeting, a shareholder's
notice of nomination of persons for election to the Board of Directors
set forth in this Section 2.5 shall be valid if (x) such notice is
received at the principal executive offices of the Corporation on or
before March 11, 2000 and (y) such notice otherwise complies with the
notice procedures for shareholder's nominations set forth in these
Bylaws.
2.6 Voting List. Prior to each meeting of shareholders, the
Secretary or other officer of the Corporation who has responsibility of the
Corporation's stock ledger, either directly or through another officer
appointed by him or her or through a transfer agent appointed by the Board of
Directors, shall prepare a complete list of shareholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
shareholder and number of shares of capital stock registered in the name of
each shareholder. The shareholders' list must be available for inspection by
any shareholder for a period of ten (10) days prior to the
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meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting. To the extent required by law, such list
shall be kept on file at a place within the city where the meeting is to be
held, which place shall be specified in the notice of meeting or a duly
executed waiver of notice of such meeting or, if not so specified, at the
place where the meeting is to be held and shall be open to examination by any
shareholder during ordinary business hours. Such list shall be produced at
such meeting and kept at the meeting at all times during such meeting and may
be inspected by any shareholder who is present.
2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy,
shall constitute a quorum at any meeting of shareholders, except as otherwise
provided by law, the Articles of Incorporation, or these Bylaws. If a quorum
shall not be present, in person or by proxy, at any meeting of shareholders,
the shareholders entitled to vote thereat who are present, in person or by
proxy (or, if no shareholder entitled to vote is present, any officer of the
Corporation), may adjourn the meeting from time to time without notice other
than announcement at the meeting (unless the Board of Directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a
quorum shall be present, in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been present; provided that, if after the
adjournment a new record date is fixed for the adjourned meeting, which the
board of directors must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
adjourned meeting.
2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat who are present, in person or
by proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the Articles of
Incorporation, or these Bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
The shareholders present at a duly constituted meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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2.9 Method of Voting; Proxies. Except as otherwise provided in the
Articles of Incorporation (including any amendment thereto that designates a
class or series of preferred stock) or by law, each outstanding share of
capital stock, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. Elections of
directors need not be by written ballot. At any meeting of shareholders, every
shareholder having the right to vote may vote either in person or by a proxy
executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. If no date is stated in a proxy, such proxy shall be
presumed to have been executed on the date of the meeting at which it is to be
voted. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by law.
2.10 Record Date. For the purpose of determining shareholders
entitled (a) to notice of or to vote at any meeting of shareholders or any
adjournment thereof, (b) to receive payment of any dividend or other
distribution or allotment of any rights, or (c) to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, for any such determination
of shareholders, such date in any case to be not more than seventy (70) days
and not less than ten (10) days prior to such meeting nor more than seventy
(70) days prior to any other action. If no record date is fixed:
(i) The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held.
(ii) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
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(iii) A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting and shall fix a new record date
in case the meeting is adjourned to a date more than 120 after the date
fixed for the original meeting.
2.11 Conduct of Meeting. The Chairman of the Board, if such office
has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the Vice-Chairman of the Board, if such office has
been filled, and, if not or if the Vice Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
shareholders. The Secretary shall keep the records of each meeting of
shareholders. In the absence or inability to act for any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these Bylaws or by some person
appointed by the meeting.
ARTICLE III: DIRECTORS
3.1 Management. The business and property of the Corporation shall
be managed by the Board of Directors. Subject to the restrictions imposed by
law, the Articles of Incorporation, or these Bylaws, the Board of Directors
may exercise all the powers of the Corporation.
3.2 Number; Qualification; Election; Term. The Board of Directors
shall consist of no fewer than five (5) and no more than twelve (12) directors
(plus such number of directors as may be elected from time to time pursuant to
the terms of any class or series of preferred stock that may be issued and
outstanding from time to time). The exact number of directors shall be the
number fixed from time to time by resolution of the Board of Directors. The
directors of the Corporation (exclusive of directors who are elected pursuant
to the terms of, and serve as representatives of the holders of, any series of
preferred stock of the Corporation) shall be referred to herein as "Classified
Directors" and shall be divided into three classes, with the first class
referred to herein as "Class I," the second class as "Class II," and the third
class as "Class III." Each class shall consist as nearly as possible of
one-third (1/3) of the total number of directors making up the entire Board of
Directors. The term of office of the initial Class I directors shall expire at
the 2000 annual meeting of shareholders, the term of office of the initial
Class II
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directors shall expire at the 1999 annual meeting of shareholders, and the
term of office of the initial Class III directors shall expire at the 1998
annual meeting of shareholders, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual
meeting of shareholders, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election, with each
director to hold office until his or her successor shall have been duly
elected and qualified.
Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of preferred stock issued by the Corporation shall have
the right, voting separately by series or by class (excluding holders of
common stock), to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies, and other
features of such directorships shall be governed by the terms of the Articles
of Incorporation (including any amendment to the Articles of Incorporation
that designates a series of preferred stock), and such directors so elected by
the holders of preferred stock shall not be divided into classes pursuant to
this Section 3.2 unless expressly provided by the terms of the Articles of
Incorporation.
3.3 Change in Number. No decrease in the number of directors
constituting the entire Board of Directors shall have the effect of shortening
the term of any incumbent director.
3.4 Removal; Vacancies.
(a) Any or all Classified Directors may be removed, but only for
cause, at any annual or special meeting of shareholders, upon the affirmative
vote of the holders of a majority of the outstanding shares of each class of
capital stock of the Corporation then entitled to vote in person or by proxy
at an election of such Classified Directors, provided that notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting. Newly created directorships resulting from any increase in the
authorized number of Classified Directors, and any vacancies occurring in the
Board of Directors, whether caused by death, resignation, retirement,
disqualification, removal or other termination from office of any Classified
Director or otherwise, may be filled by the vote of a majority of the
Classified Directors then in office, though less than a quorum, or by the
affirmative vote, at any annual meeting or any special meeting of the
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shareholders called for the purpose of filling such directorship, of the
holders of a majority of the outstanding shares of each class of capital stock
then entitled to vote in person or by proxy at an election of such Classified
Directors. Each successor Classified Director so chosen shall hold office
until the next election of the class for which such director shall have been
chosen and until his or her respective successor shall have been duly elected
and qualified.
(b) Unless otherwise provided by the terms of the Articles of
Incorporation (including any amendment thereto that designates a series of
preferred stock), any or all directors other than Classified Directors may be
removed, with or without cause, at any annual or special meeting of
shareholders, upon the affirmative vote of the holders of a majority of the
outstanding shares of each class of capital stock then entitled to vote in
person or by proxy at an election of such directors, provided that notice of
the intention to act upon such matter shall have been given in the notice
calling such meeting. Unless otherwise provided by the terms of the Articles
of Incorporation (including any amendment thereto that designates a class or
series of preferred stock), any vacancies occurring in the Board of Directors
caused by death, resignation, retirement, disqualification, removal or other
termination from office of any directors other than Classified Directors may
be filled by the vote of a majority of the Board of Directors then in office,
though less than a quorum, or by the affirmative vote, at any annual meeting
or any special meeting of the shareholders called for the purpose of filling
such directorship, of the holders of a majority of the outstanding shares of
each class of capital stock then entitled to vote in person or by proxy at an
election of such directors. Each successor director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until his or her respective successor shall have been duly
elected and qualified.
3.5 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the records of the Corporation, except as
otherwise provided by law, in such place or places within or without the State
of Florida as the Board of Directors may from time to time determine or as
shall be specified in the notice of such meeting or duly executed waiver of
notice of such meeting.
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3.6 Annual Meeting. The Board of Directors may hold an annual
meeting, if a quorum is present, immediately after and at the same place as
the annual meeting of shareholders, and no notice of such meeting shall be
necessary.
3.7 Election of Officers. At the first meeting of the Board of
Directors after each annual meeting of shareholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.
3.8 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to
time by resolution of the Board of Directors. Notice of such regular meetings
shall not be required.
3.9 Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the Vice-Chairman
of the Board, the Chief Executive Officer, the President, or any two
directors.
3.10 Notice. Notice of each special meeting shall be given to each
director at least twenty-four (24) hours before the meeting. Notice of any
such meeting need not be given to any director who, either before or after the
meeting, submits a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to
him. The purpose of any special meeting shall be specified in the notice or
waiver of notice of such meeting.
3.11 Quorum; Majority Vote. At all meetings of the Board of
Directors, a majority of the directors fixed in the manner provided in these
Bylaws shall constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there is less than a quorum present, a
majority of those present or any director solely present may adjourn the
meeting from time to time without further notice. Unless the act of a greater
number is required by law, the Articles of Incorporation, or these Bylaws, the
act of a majority of the directors present at a meeting at which a quorum is
in attendance shall be the act of the Board of Directors. At any time that the
Articles of Incorporation provides that directors elected by the holders of a
class or series of stock shall have more or less than one vote per director on
any matter, every reference in these Bylaws to a majority or other proportion
of directors shall refer to a majority or other proportion of the votes of
such directors.
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3.12 Procedure. At meetings of the Board of Directors, business
shall be transacted in such order as from time to time the Board of Directors
may determine. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act,
the Vice-Chairman of the Board, if such office has been filled, and, if not or
if the Vice-Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the Board of Directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the Board of Directors from among the directors present. The Secretary of
the Corporation shall act as the secretary of each meeting of the Board of
Directors unless the Board of Directors appoints another person to act as
secretary of the meeting. The Board of Directors shall keep regular minutes of
its proceedings which shall be placed in the minute book of the Corporation.
3.13 Presumption of Assent. A director of the Corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless (i) he or she objects at the beginning of the meeting (or promptly upon
his or her arrival at the meeting) to the holding of the meeting or
transacting specified business at the meeting, (ii) his or her dissent as to
any particular action shall be entered in the minutes of the meeting, or (iii)
unless he or she shall file his or her written dissent to such action with the
person acting as secretary of the meeting before the adjournment thereof or
shall forward any dissent by certified or 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.
3.14 Compensation. The Board of Directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the Board of
Directors or any committee thereof (including participation in meeting held by
conference telephone call); provided, that nothing contained herein shall be
construed to preclude any director from serving the Corporation in any other
capacity or receiving compensation therefor.
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ARTICLE IV: COMMITTEES
4.1 Designation. The Board of Directors may, by resolution adopted
by a majority of the entire Board of Directors, designate one or more
committees, including without limitation an Executive Committee, Audit
Committee, Compensation Committee and Nominating Committee as hereinafter
described.
4.2 Number; Qualification; Term; Chairman. Each committee shall
consist of one (1) or more directors appointed by resolution adopted by a
majority of the entire Board of Directors. The number of committee members may
be increased or decreased from time to time by resolution adopted by a
majority of the entire Board of Directors. Each committee member shall serve
as such until the earliest of (i) the expiration of his or her term as
director, (ii) his or her resignation as a committee member or as a director,
or (iii) his or her removal as a committee member or as a director. The Board
of Directors may designate one (1) person who is a member of each committee to
serve as its chairman.
4.3 Authority. Each committee, to the extent expressly provided in
the resolution establishing such committee, shall have and may exercise all of
the authority of the Board of Directors in the management of the business and
the property of the Corporation except to the extent expressly restricted by
such resolution or by law, the Articles of Incorporation, or these Bylaws.
4.4 Committee Changes. The Board of Directors shall have the power
at any time to fill vacancies in, to change the membership of, and to
discharge any committee.
4.5 Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member is absent or
disqualified, the member or members of such committee present at any meeting
and not disqualified from voting, whether or not he or she or 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.
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4.6 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time
by the committee and communicated to all members thereof.
4.7 Special Meeting. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two (2) days before such special meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting of any committee
need be specified in the notice or waiver of notice of any special meeting.
4.8 Quorum; Majority Vote. At meetings of any committee, a majority
of the number of members designated by the Board of Directors shall constitute
a quorum for the transaction of business. If a quorum is not present at a
meeting of any committee, a majority of the members present may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the members
present at any meeting at which a quorum is in attendance shall be the act of
a committee, unless the act of a greater number is required by law, the
Articles of Incorporation, or these Bylaws.
4.9 Minutes. Each committee shall cause minutes of its proceedings
to be prepared and shall report the same to the Board of Directors upon the
request of the Board of Directors. The minutes of the proceedings of each
committee shall be delivered to the Secretary of the Corporation for placement
in the minute books of the Corporation.
4.10 Compensation. Committee members may, by resolution of the Board
of Directors, be compensated for service on any committee and reimbursed for
expenses of attendance, if any, for attending any committee meetings.
4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such
director by law.
4.12 Executive Committee. The Board of Directors may, by resolution,
designate one (1) or more of its members to constitute an Executive Committee.
The Executive Committee shall have and may exercise all of the authority of
the Board of Directors in the management of the business
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14
and affairs of the Corporation within the limits permitted by law, including
without limitation, the power and authority: (i) to authorize the seal of the
Corporation to be affixed to all papers; (ii) to declare a dividend; (iii) to
authorize the issuance of stock; (iv) to adopt a plan of merger pursuant to
Section 607.1104 of the Florida Act; and (v) to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors, to fix any of the preference rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of shares
for, shares of any other class or classes or any other series of the same of
any other class or classes of stock of the Corporation.
4.13 Audit Committee. The Board of Directors may, by resolution,
designate not less than two (2) of the directors then in office to constitute
an Audit Committee. At least a majority of such directors must be independent
of management and free from any relationship that, in the opinion of the Board
of Directors, would interfere with such directors' exercise of independent
judgment as a committee member. The Audit Committee, if established, shall (i)
consider and make recommendations to the Board of Directors with respect to
the employment of a firm of independent public accountants, (ii) confer with
the Corporation's independent public accountants to determine the scope of the
audit that such accountants will perform, (iii) receive reports from the
independent public accountants and transmit such reports to the Board of
Directors, and after the close of the fiscal year, transmit to the Board of
Directors the financial statements certified by such accountants, (iv) inquire
into, examine and make comments on the accounting procedures of the
Corporation and the reports of the independent public accountants, and (v)
consider and make recommendations to the Board of Directors upon matters
presented to it by the officers of the Corporation pertaining to the audit
practices and procedures adhered to by the Corporation.
4.14 Compensation Committee. The Board of Directors may, by
resolution, designate not less than three (3) of the directors then in office
to constitute a Compensation Committee, at least two (2) of whom shall be
independent of management so as to exercise independent judgment as a
committee member. The Compensation Committee may exercise all of the authority
of the Board of Directors in administering the Corporation's executive
compensation plans, including stock option and other incentive plans.
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4.15 Nominating Committee. The Board of Directors may, by
resolution, designate not less than three (3) of the directors then in office
to constitute a Nominating Committee, at least two (2) of which shall be
independent of management so as to exercise independent judgment as a
committee member. The Nominating Committee shall recommend to the Board of
Directors the slate of nominees for directors to be elected by the
shareholders and any directors to be elected by the Board of Directors to fill
vacancies.
4.16 Other Committees. In addition to the Executive Committee, the
Audit Committee, the Compensation Committee and the Nominating Committee, the
Board of Directors may, by resolution, designate one or more other committees
of the Board of Directors in accordance with the provisions of these Bylaws.
ARTICLE V: NOTICE
5.1 Method. Whenever by law, the Articles of Incorporation, or these
Bylaws, notice is required to be given to any committee member, director, or
shareholder and no provision is made as to how such notice shall be given,
personal notice shall not be required and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member,
director, or shareholder at his or her address as it appears on the books or
(in the case of a shareholder) the stock transfer records of the Corporation,
or (b) by any other method permitted by law (including but not limited to
overnight courier service, telegram, telex, or telefax). Any notice required
or permitted to be given by mail shall be deemed to be delivered and given at
the time when the same is deposited in the United States mail as aforesaid.
Any notice required or permitted to be given by overnight courier service
shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice
required or permitted to be given by telegram, telex, or telefax shall be
deemed to be delivered and given at the time transmitted with all charges
prepaid and addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any
shareholder, director, or committee member of the Corporation by law, the
Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to the giving of such notice.
Attendance of a shareholder,
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16
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except where such person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE VI: OFFICERS
6.1 Number, Titles, Term of Office. The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, and such other
officers as the Board of Directors may from time to time elect or appoint,
including, without limitation, a Vice-Chairman of the Board, one or more Chief
Executive Officer, Chief Financial Officer, one or more Vice Presidents (with
each Vice President to have such descriptive title, if any, as the Board of
Directors shall determine), a Secretary, one or more Assistant Secretaries,
and a Treasurer and one or more Assistant Treasurers. Each officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified, until his or her death, or until he or she shall resign or shall
have been removed in the manner hereinafter provided. Any two (2) or more
offices may be held by the same person. None of the officers need be a
shareholder or a director of the Corporation or a resident of the State of
Florida.
6.2 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 will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by
the Board of Directors.
6.4 Authority. officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.
6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors or any committee
thereof; provided, however, that the Board of Directors may delegate the power
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to determine the compensation of any officer and agent (other than the officer
to whom such power is delegated) to any other officer of the Corporation.
6.6 Chairman. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall exercise such powers and perform
such other duties as shall be determined from time to time by the Board of
Directors.
6.7 Vice-Chairman. The Vice-Chairman shall, in the absence or
disability of the Chairman, exercise the powers and perform the duties of the
Chairman and shall exercise such powers and perform such other duties as shall
be determined from time to time by the Board of Directors.
6.8 Office of the Chief Executive. The Office of the Chief Executive
shall be occupied by one or more persons appointed by the Board of Directors.
The Chief Executive Officer shall report directly to the Executive Committee
of the Board of Directors and shall have general supervision and direction
over the business and management of the Corporation, subject to the control of
the Executive Committee. The Chief Executive Officer may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Executive Committee, the Board of Directors or
these Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed, and, in general, shall
perform all duties incident to the Office of the Chief Executive and such
other duties as from time to time may be assigned to him or her by the
Executive Committee or by these Bylaws. In the event that the Board of
Directors appoints more than one person to occupy the position of Chief
Executive Officer, the term "Chief Executive Officer" shall refer to each of
the Co-Chief Executive Officers so appointed.
6.9 President. The President shall assist the Chief Executive
Officer in the management of and supervision and direction over the business
and affairs of the Corporation, subject, however, to the direction of the
Chief Executive Officer and the control of the Board of Directors. The
President may, in the absence of the Chairman, the Vice-Chairman and the Chief
Executive Officer, as the case may be, preside, if present, at each meeting of
the shareholders and of the Board of Directors. The President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments except in cases in which the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
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some other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed and, in general, shall perform all duties
incident to the office of the President and such other duties as from time to
time may be assigned to him or her by the Board of Directors, by these Bylaws
or by the Chief Executive Officer.
6.10 Chief Financial Officer. The Chief Financial Officer shall be
the chief financial officer of the Corporation, and shall render to the Board
of Directors, whenever the Board of Directors may require, an account of the
financial condition and results of operation of the Corporation; shall make,
sign and file financial, tax and similar reports to any state, federal or
municipal government, agency or department, or any self-regulatory
organization; shall provide for the continuous review of all accounts and
reports; and shall perform such other duties as from time to time may be
assigned to him or her by the Board of Directors, by these Bylaws or the Chief
Executive Officer or President.
6.11 Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to such Vice
President or by the Board of Directors or by the Chief Executive Officer or
the President and shall perform such other duties as may be prescribed in
these Bylaws.
6.12 Secretary; Assistant Secretary. The Secretary or an Assistant
Secretary shall attend all meetings of the shareholders and shall record all
the proceedings of the meetings of the Board of Directors and of the
shareholders in a book to be kept for that purpose, and shall perform like
duties for committees of the Board of Directors, when required. The Secretary
or an Assistant Secretary shall give, or cause to be given, notice of all
special meetings of the Board of Directors and of the shareholders and shall
perform such other duties as may be prescribed by the Board of Directors or by
the Chief Executive Officer, under whose supervision the Secretary shall be.
The Secretary shall have custody of the corporate seal of the Corporation, and
the Secretary, or an Assistant Secretary, shall have authority to impress the
same on any instrument requiring it, and when so impressed the seal may be
attested by the signature of the Secretary or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to impress the seal of the Corporation and to attest the same by
such officer's signature. The Secretary or an Assistant Secretary may also
attest all instruments signed by the Chairman, the Vice-Chairman, the Chief
Executive Officer or
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the President. The Secretary shall have charge of all the books, records and
papers of the Corporation relating to its organization and management, shall
see that the reports, statements and other documents required by statute are
properly kept and filed and, in general, shall perform all duties incident to
the office of Secretary of a corporation and such other duties as may from
time to time be assigned to the Secretary by the Board of Directors, by these
Bylaws, by the Chief Executive Officer or by the President.
6.13 Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds, securities and notes of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from
any sources whatsoever; deposit all such moneys and valuable effects in the
name and to the credit of the Corporation in such depositaries as may be
designated by the Board of Directors; against proper vouchers, cause such
funds to be disbursed by checks or drafts on the authorized depositaries of
the Corporation signed in such manner as shall be determined by the Board of
Directors and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books or other records
maintained for such purpose full and adequate accounting of all moneys
received or paid for the account of the Corporation; have the right to require
from time to time reports or statements giving such information as the
Treasurer may desire with respect to any and all financial transactions of the
Corporation from the officers or agents transacting the same; render to the
Chairman, the Vice-Chairman, the Chief Executive Officer, the President or the
Board of Directors, whenever the Chairman, the Vice-Chairman, the Chief
Executive Officer, the President or the Board of Directors shall require the
Treasurer so to do, an accounting of the financial condition of the
Corporation and of all financial transactions of the Corporation; exhibit at
all reasonable times the records and books of account to any of the directors
upon application at the office of the Corporation where such records and books
are kept; disburse the funds of the Corporation as ordered by the Board of
Directors; and, in general, perform all duties incident to the office of
Treasurer of a corporation and such other duties as may from time to time be
assigned to the Treasurer by the Board of Directors, by these Bylaws or by the
Chief Executive Officer or by the President.
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6.14 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board of Directors, by these Bylaws, by the Chief Executive Officer or by the
President.
ARTICLE VII: CERTIFICATES AND SHAREHOLDERS
7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and
may be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent, or registrar at the date of issue. The
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued and shall exhibit the holder's name and
the number of shares.
7.2 Replacement of Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place
of a certificate or certificates theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate or certificates representing
shares to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors 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 or her legal
representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond with a surety or sureties satisfactory
to the Corporation in such sum as it may direct as indemnity against any
claim, or expense resulting from a claim, that may be made against the
Corporation with respect to the certificate or certificates alleged to have
been lost or destroyed.
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7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, the Corporation
or its transfer agent shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books.
7.4 Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or 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 thereof, except
as otherwise provided by law.
7.5 Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.
7.6 Legends. The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the Board of Directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state
securities laws or other applicable law.
ARTICLE VIII: MISCELLANEOUS; PROVISIONS
8.1 Dividends. Subject to provisions of law and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in shares
of stock of the Corporation. Such declaration and payment shall be at the
discretion of the Board of Directors.
8.2 Reserves. There may be created by the Board of Directors out of
funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purpose as the Board of
Directors shall consider
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beneficial to the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.
8.3 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings
of its shareholders and Board of Directors and 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 shareholders and the number and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.
8.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the Board of Directors or by giving
written notice to the Board of Directors, the Chairman of the Board, the
Vice-Chairman, the Chief Executive Officer, the President, or the Secretary.
Such resignation shall take effect at the time specified therein or, if no
time is specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
8.7 Securities of Other Corporations. The Chairman of the Board, the
Vice-Chairman, the Chief Executive Officer, the President, or any Vice
President of the Corporation shall have the power and authority to transfer,
endorse for transfer, vote, consent, or take any other action with respect to
any securities of another issuer which may be held or owned by the Corporation
and to make, execute, and deliver any waiver, proxy, or consent with respect
to any such securities.
8.8 Telephone Meetings. Shareholders (acting for themselves or
through a proxy), members of the Board of Directors, and members of any
committee of the Board of Directors may participate in and hold a meeting of
such shareholders, Board of Directors, or committee by means of a conference
telephone or similar communications equipment by means of which 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,
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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.
8.9 Action Without a Meeting.
(a) Any action required by the Florida Act to be taken at any annual
or special meeting of the shareholders, or any action which may be taken at
any annual or special meeting of the shareholders, may not be taken without a
meeting.
(b) Except as otherwise provided in the Articles of Incorporation or
in these Bylaws, any action required or permitted to be taken at a meeting of
the Board of Directors, or of any committee of the Board of Directors, may be
taken without a meeting if a consent or consents in writing, setting forth the
action so taken, shall be signed by all the directors or all the committee
members, as the case may be, entitled to vote with respect to the subject
matter thereof, and such consent shall have the same force and effect as a
vote of such directors or committee members, as the case may be, and may be
stated as such in any certificate or document filed with the Secretary of
State of the State of Florida or in any certificate delivered to any person.
Such consent or consents shall be filed with the minutes of proceedings of the
Board of Directors or committee, as the case may be.
8.10 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the Board of
Directors authorizing such execution expressly state that such attestation is
necessary.
8.12 Headings. The headings used in these Bylaws have been inserted
for administrative convenience only and do not constitute matter to be
construed in interpretation.
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8.13 Amendments. The Board of Directors shall have the power, upon
the affirmative vote of a majority of the Classified Directors at a meeting
lawfully convened, to make, adopt, alter, amend, and repeal from time to time
these Bylaws and to make from time to time new Bylaws, subject to the right of
the shareholders entitled to vote thereon to adopt, alter, amend, and repeal
Bylaws made by the Board of Directors or to make new Bylaws.
