Exhibit 3 - BY LAWS
BY LAWS
OF
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established
and maintained at 3560 Cypress Gardens Road, in the City of
Winter Haven, County of Polk, State of Florida. The Corporation
may also have offices at such places within or without the State
of Florida as the board may from time to time establish, or as
the business of the Corporation may require from time to time.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETINGS
The annual meeting of the Shareholders of this Corporation
shall be held on the 1st day of April of each year or at such
other time and place designated by the Board of Directors of the
Corporation. Business transacted at the annual meeting shall
include the election of Directors of the Corporation and all
other matters properly before the Board. If the designated day
shall fall on a Sunday or legal holiday, then the meeting shall
be held on the first business day thereafter.
2. SPECIAL MEETINGS
Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all
the shares entitled to vote at the meeting. A meeting requested
by Shareholders shall be called for a date not less than 10 nor
more than 60 days after the request is made unless the
Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the
President, Board of Directors, or Shareholders requesting the
meeting shall designate another person to do so.
3. PLACE
Meetings of Shareholders shall be held at the principal
place of business of the Corporation or at such other place as
may be designated by the Board of Directors.
4. NOTICE
Written notice to each Shareholder entitled to vote 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 10 nor more than 60 days
before the meeting. If any Shareholder shall transfer his stock
after notice, it shall not be necessary to notify the transferee.
Any Stockholder may waive notice of any meeting either before,
during or after meeting, by a writing signed by the Shareholders
entitled to the notice.
5. 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, but in no event shall a Quorum consist of less than
1/3 of the shares entitled to vote at the meeting.
After a Quorum has been established at a Shareholders
meeting, the subsequent withdrawal of Shareholders, so as to
reduce the number of shares entitled to vote at the meeting below
the number required for-the Quorum, shall not effect the validity
of any action taken at the meeting or any adjournment thereof.
If a quorum exists, action on a matter, other than the
election of directors, is approved it the votes cast by the
holders of the Shares represented at the meeting and entitled to
vote on the subject matter favoring the action exceed the votes
cast opposing the action, unless a greater number of affirmative
votes or voting by classes is required by the Florida Business
Corporation Act or the Corporation's Articles of Incorporation.
6. PROXY
Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting,
or his duly authorized attorney-in-fact, may authorize another
person or persons to act for him by Proxy. The Proxy must be
signed by the Shareholder or his attorney-in-fact. A Proxy shall
be effective when received by the Secretary of the Corporation or
other person authorized to tabulate votes. No Proxy shall be
valid after the expiration of eleven months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its
corporate power exercised by a Board of Directors, each of whom
shall be of full age. it shall not be necessary for Directors to
be Stockholders or residents of the state of Florida.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of
Stockholders and each Director elected shall hold office until
his successor has been elected and qualified, or until his prior
resignation, removal, or death. Unless otherwise provided in the
Articles Of incorporation, Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
3. VACANCIES
If the office of any Director, member of a committee or
other officer becomes vacant, including a vacancy resulting from
an increase in the numbers of Directors, the remaining Directors
in office, though less than a quorum, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his successor shall be
duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or
without
cause by vote of a majority of all of the stock outstanding and
entitled to vote at an annual -meeting or special meeting of
stockholders called for that purpose.
5. NUMBER OF DIRECTORS; NEWLY CREATED DIRECTORSHIPS
The authorized number of directors shall not be less
than 5.
The number of Directors may be increased by amendment of these
By-Laws, by the affirmative vote of a majority in interest of the
Stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional
Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and
qualify.
6. RESIGNATION
A Director may resign at any time by giving written
notice
to the Board, the President or the Secretary of the Corporation.
Unless otherwise specified in the notice, the resignation of such
officer shall take effect upon receipt thereof by the board, and
the acceptance of the resignation shall not be necessary to make
it effective.
7. QUORUM OF DIRECTORS AND VOTING
A majority of the Directors shall constitute a quorum
for
the transaction of business. If at any meeting of the board
there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum
is obtained, and no further notice thereof need be given other
than by announcement at the meeting which shall be so adjourned.
If a quorum is present when a vote is taken, the affirmative vote
of a majority of Directors present shall be the act of the Board
of Directors.
8. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meeting at the office of the
corporation or at such other places, either within or without the
State of Florida as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD
A regular annual meeting of the Board may be held
without
notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon
notice to the Directors and may be called by the President upon
three days notice to each Director either personally or by mail,
wire or fax; special meetings shall be called by the President or
by the Secretary in a like manner on written request of two
Directors. Notice of a meeting need not be given to any Director
who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to him.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the
place of such annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate two or more of
their members to any committee. To the extent provided in said
resolution or these By-Laws, said committee any exercise the
powers of the Board concerning the management of the business of
the corporation.
12. COMPENSATION
No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board, a fixed sum and
expenses for actual attendance, at each regular or special
meeting of the Board may be authorized. Nothing herein contained
shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
a) The Board may elect or appoint a Chairman, a
President,
one or more vice Presidents, a Secretary and a Treasurer, and
such other officers as it may determine, who shall have such
duties and powers as hereinafter provided. If specifically
authorized by the Board of Directors, an officer may appoint one
or more officers or assistant officers.
b) All officers shall be elected or appointed to hold
office until the meeting of the Board following the next annual
meeting of Stockholders and until their successors have be-en
elected or appointed and qualified.
c) Any two or more offices may be held by the same
person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a) Any officer elected or appointed by the Board may
be
removed by the Board with or without cause.
b) In the event of the death, resignation or removal
of an
officer, the Board in its discretion may elect or appoint a
successor to fill the unexpired term.
c) An officer may resign at any time by delivering a
written notice to the corporation.
d) The salaries of all officers shall be fixed by the
Board.
e) The Directors may require any Officer to give
security
for the faithful performance of his duties.
f) Any vacancy in any office may be filled by the
Board of
Directors.
3.DUTIES
The officers of this Corporation shall have the
following
duties:
The President shall be the chief executive officer of
the
Corporation, shall have general and active management of the
business and affairs of the Corporation subject to the directions
of the board of Directors, and shall preside at all meetings of
the Shareholders and Board of Directors.
In absence of the President or in the event of his
death,
inability or refusal to act, the Vice-President (or in the event
there is more than one vice-President, the Vice-Presidents in the
order of their appointment) shall perform the duties of the
President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President.
The Secretary shall have custody of, and maintain, all
of
the corporate records except the financial records; shall record
the minutes of all meetings of the Shareholders and Board of
Directors, send all notices of all meetings and perform such
other duties as may be prescribed by the Board of Directors or
the President.
The Treasurer shall have custody of all corporate funds
and
financial records, shall keep full and accurate accounts of
receipts and disbursements and render accounts thereof at the
annual meetings of Shareholders and whenever else required by the
Board of Directors or the President, and shall perform such other
duties as may be prescribed by the Board of Directors or the
President.
ARTICLE V - STOCK CERTIFICATES
1. ISSUANCE
Every holder of shares in this Corporation shall be
entitled
to have a certificate representing all shares of which he is
entitled. No certificate shall be issued for any share until
such share is fully paid.
2. FORM
Certificates representing shares in this Corporation
shall be signed by the President or Vice President and the
Secretary or an Assistant Secretary and may be sealed with the
seal of this Corporation or a facsimile thereof.
3. TRANSFER OF STOCK
The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized
attorney.
4. LOST, STOLEN OR DESTROYED CERTIFICATES
If the shareholder shall claim to have lost or destroyed
a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed, and at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity in such
amount and with such sureties, if any, as the Board may
reasonably require.
ARTICLE VI - BOOKS AND RECORDS
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 Director and committees of Directors.
This corporation shall keep at its registered office or
principal place of business a record of its Shareholders, qiving
the names and addresses of all Shareholders and the number of the
shares hold 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.
2. SHAREHOLDERS' INSPECTION RIGHTS
If he gives the Corporation written notice of his
demand,
made in good faith and stating the purpose thereof, at least 5
business days before the date on which he wishes to inspect and
copy, a shareholder shall have the right to examine, in person or
by agent or attorney, during regular business hours for any
proper purpose, the Corporation's relevant books and records of
accounts, minutes and records of Shareholders and to make extract
therefrom.
3. FINANCIAL INFORMATION
The Corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the Corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as of
the end of the f iscal year, an income statement for that year,
and a statement of cash flows for that year. If f inancial
statements are prepared for the Corporation on the basis of
generally accepted accounting principles, the annual financial
statements for the shareholders also m,ast be prepared on that
basis.
If the annual financial statements are reported upon by
a
public accountant, his report must accompany them. If not, the
statements must be accompanied by a statement of the President or
the person responsible for the corporation's accounting records:
1. stating his reasonable belief whether
the statements
were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation;
and
2. describing any respects in which the statements
were
not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.
The Corporation shall mail the annual financial
statements to
each shareholder within 120 days after the close of each fiscal
year. Thereafter, on written request from a shareholder who was
not mailed the statements, the Corporation shall mail him the
latest annual financial statements.
ARTICLE VII -DIVIDEND
The Board may out of funds legally available therefor,
at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when it deems expedient. Before
declaring any dividend there may be set apart out of any funds of
the Corporation available for dividends, such sum or sums as the
Board from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board
shall deem conducive to the interests of the Corporation.
ARTICLE VIII - CORPORATE SEAL
The seal of the corporation shall be circular inform and
bear
the name of the corporation, the year of its organization and the
words "CORPORATE SEAL, FLORIDA." The seal may be used by causing
it to be impressed directly on the instrument or writing to be
sealed, or upon adhesive substance affixed thereto. The seal on
the certificates for shares or on any corporate obligation for
the payment of money may be facsimile, engraved or printed.
ARTICLE IX - EXECUTION
All corporate instruments and documents shall be signed
or
countersigned, executed, verified or acknowledged by, such
officer or officers or other person or persons as the Board may
from time to time designate.
ARTICLE X - FISCAL YEAR
The fiscal year shall begin the first day of January in
each
year.
ARTICLE XI - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be
given,
personal notice is not meant unless expressly so stated, and any
notice so required shall be deemed to be sufficient if given by
depositing the same in the post office box in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last
known post office address, and such notice shall be deemed to
have been given an the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Articles of
Incorporation of the Corporation, or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time state therein,
shall be deemed equivalent thereto.
ARTICLE XII - CONSTRUCTION
Whenever a conflict arises between the language of these
By-
Laws and the Articles of Incorporation, the Articles of
Incorporation shall govern.
ARTICLE XIII - ACTION WITHOUT A MEETING
1. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required or permitted to be taken at a
meeting of
the shareholders may be taken without a meeting, without prior
notice, and without a vote if one or more consents in writing,
setting forth the action so taken, shall be signed and dated by
the holders of the outstanding stock entitled to vote with
respect to the subject matter thereof and 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 were present and voted, and shall be delivered to
the Corporation for inclusion in the minute book.
2. ACTION BY DIRECTORS WITHOUT A MEETING.
Any action required or permitted to be taken by the
Board of
Directors or a committee of the Board at a meeting may be taken
without a meeting if all the members of the Board or the
committee take the action, each director or committee member
signs a written consent describing the action taken, and the
consents are filed with the records of the Corporation.
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered or repealed and BY-Laws may
be
made at any annual meeting of the Stockholder5 or at any special
meeting thereof if notice of the proposed alteration or repeal to
be made be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative
vote of a majority of the board at any regular meeting of the
board or at any special meeting of the board if notice of the
proposed alteration or repeal to be made, be contained in the
notice of such special meeting.
