BY-LAWS
OF
ALEC BRADLEY CIGAR CORPORATION
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ARTICLE I
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OFFICES
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Section 1. OFFICES. The principal office of the corporation shall be
located within the State of Florida, and the corporation may have such other
offices, either within or without the State of Florida, as the board of,
directors may designate from time to time, or as the business of the corporation
may require from time to time.
Section 2. REGISTERED OFFICE. The location of the registered office of
the corporation in the State of Florida, as required by the Florida General
Corporation Act, as amended, may be changed from time to time by the board of
directors.
ARTICLE II
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SHAREHOLDERS
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Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held at such date and time as shall be fixed by the board of directors, for
the purpose of electing directors and for the transaction of such other business
as may properly come before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president, chairman of the board of directors or by the board of
directors, and shall be called by the president or the chairman of the board at
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the request of the holders of at least ten (10%) percent of all outstanding
shares of the corporation entitled to vote at the meeting.
Section 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of the shareholders. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or without the State of Florida, as the place for the holding of
such meeting if no designation is made, the place of meeting shall be the
principal office of the corporation in the State of Florida.
Section 4. NOTICE OF MEETING. Notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called shall, unless otherwise prescribed by law, be delivered
not less than ten (10) and not more than sixty (60) days before the date of the
meeting, either personally or by first class mail, 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, postage paid, addressed to
the shareholder at his or her address as it appears on the records of the
corporation.
Section 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of (i) determining shareholders entitled to notice of, or to vote at,
any meeting of shareholders, or any adjournment or postponement thereof, (ii)
shareholders entitled to receive any dividend, (iii) in order to make a similar
determination concerning the shareholders for any other appropriate purpose, the
board of directors may provide that the stock transfer books shall be closed for
a stated period, not to exceed, in any case sixty (60) days. If the stock
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transfer books shall be closed, such books shall be closed for at least ten (10)
days immediately preceding such shareholders meeting or the effective date of
such other action in case of any dividend or other determination. 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 not less than ten (10) days prior
to the shareholders meeting, or the effective date of the particular action
requiring such determination regarding the shareholders. If the stock transfer
books are not closed and no record date is fixed for any such determination, the
earlier of the date on which notice of a shareholders meeting is mailed or the
date on which the resolution of the board of directors concerning any matter is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, except as
otherwise determined by the board of directors, such determination shall also
apply to any adjournment or postponement thereof.
Section 6. VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment or postponement thereof,
arranged in alphabetical order, with the address of and the number of shares,
including classes and series, held by each. For a period of ten (10) days prior
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to such meeting, such list shall be kept on file at the registered office of the
corporation, at the principal place of business of the corporation, or at the
office of the transfer agent or registrar of the corporation and shall be
subject to inspection by any shareholder at any time during normal business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof. Notwithstanding the above,
this Section 6 of Article II shall not apply at any such time that the
corporation has less than six (6) shareholders.
Section 7. QUORUM. A majority of the issued and outstanding shares of
the corporation entitled to vote, represented in person or proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present and represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. After a quorum has been established at a shareholder's
meeting, the subsequent withdrawal of shareholders from said meeting, 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 or postponement thereof. If a new record date
is fixed for any adjourned or postponed meeting, notice to all of the
shareholders of the adjourned or postponed meeting shall be given.
Section 8. PROXIES. At all meetings of shareholders, a shareholder may
vote in person or by proxy, executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
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of the corporation before or at the time of the meeting. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
Section 9. VOTING OF SHARES. Each outstanding share held by a
shareholder entitled to vote shall be entitled to one (1) vote upon each matter
submitted to a vote at a meeting of shareholders.
Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-laws of such other corporation may prescribe, or, in the absence of such
provision, as the board of directors of such other corporation may determine
(proof of such designation may be made by a presentation of a certified copy of
the By-laws or other instrument of the corporate stockholder) ; provided,
however, it may be presumed that the president or chief executive officer of
such other corporation has the right to vote such shares, unless this
corporation is otherwise put on notice, in writing prior to the vote.
Shares held by a trustee, administrator, executor, guardian or
conservator may be voted by him or her, either in person or by proxy, without a
transfer of such shares into his or her name on the stock transfer books of the
corporation.
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 or her name on the stock
transfer books of the corporation, if authority to do so is contained in the
appropriate order of the court by which such receiver was appointed.
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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 shall be entitled to vote the shares so transferred.
Treasury shares and shares of its own stock owned by another
corporation (the majority of the voting stock of which is owned or controlled by
this corporation), and shares of its own stock held by another corporation in a
fiduciary capacity, shall not be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of any
meeting.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Within ten (10) days after obtaining such authorization by written consent,
notice shall be given to those shareholders, who have not so consented, in
writing. The notice shall fairly summarize the material features of the
authorized action, and if the action be a merger consolidation or a sale or
exchange of assets for which dissenters' rights are provided under the Florida
law, the notice shall contain a clear statement of the rights of shareholders
dissenting therefrom, if any, to be paid the fair value of their shares as
provided under Florida law.
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ARTICLE III
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BOARD OF DIRECTORS
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Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed under the direction of the board of directors. The board may
exercise all powers of the corporation, except as otherwise provided by the
Articles of Incorporation, these By-laws or Florida law.
Section 2. NUMBER, ELECTION AND QUALIFICATIONS. The corporation shall
have at least one (1) director and no more than ten (10). In the absence of an
express determination by the board, the number of directors shall be equal to
the number of directors elected at the most recent annual meeting of the
shareholders. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly elected and qualified,
or until his earlier resignation, removal or death. Directors need not be
residents of the State of Florida, or shareholders or officers of the
corporation, or citizens of the United States.
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the board
of directors shall be held, without other notice than this By-law, immediately
after, and at the same place as, the annual meeting of shareholders for the
purpose of electing officers to the corporation and to transact such other
lawful business as may properly come before such meeting. The board of directors
may provide, by resolution, the time and place, either within or without the
State of Florida, for the regular holding of meetings of the board (without
other notice than such resolution in the case of such regular meetings).
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Section 4. SPECIAL MEETINGS. Special meetings of the board of directors
shall be called by the president or the chairman of the board or at the request
of any two (2) directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Florida, as the place for holding any special meeting of the board
of directors so called.
Section 5. NOTICE. Notice of any special meeting of the board shall be
given at least two (2) days previously thereto by notice delivered personally or
mailed to each director at his address appearing upon the books and records of
the corporation, or by telegram or cablegram. If mailed, such notice shall be
deemed delivered when deposited in the United States mail, postage paid, so
addressed. If notice is given by telegram or cablegram, such notice shall be
deemed delivered when delivered to the appropriate company for transmission. Any
director may waive notice of any meeting in writing. The attendance of a
director at a meeting shall also constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose, announced at
the meeting, of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any meeting of the board of directors need to specified in
the notice of waiver of notice of such meeting.
Members of the board of directors may participate in any meeting of the
board of directors by means of a conference by telephone, or similar
communications equipment by means of which all directors participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.
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Section 6. QUORUM. A majority of the number of the elected directors
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, or any committees of the board, but if less than such
majority is present at the meeting, a majority of the directors present may
adjourn or postpone the meeting from time to time without further notice. 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, or such committee.
Section 7. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors. Such consent shall be filed in the corporation's
corporate minutes book and shall have the same effect as a unanimous vote.
Section 8. REMOVAL OF DIRECTORS. Unless the Articles of Incorporation
otherwise provide, any director or the entire board of directors may be removed,
with or without cause, by the holder of a majority of shares entitled to vote at
an election of directors.
Section 9. VACANCIES AND RESIGNATIONS. Any vacancy 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 a majority of
the remaining directors, though less than a quorum of the board of directors, or
by the shareholders. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any directorship to be filled
by reason of an increase in the number of directors may be filled for a term of
office continuing only until the next election of directors by the shareholders.
A director may resign by written notice to the corporation, with such
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resignation to be effective upon its receipt by the corporation or at such time
as set forth in the notice, except and unless the board of directors determines
otherwise.
Section 10. COMPENSATION. Directors may set their own compensation for
service as officers, if applicable, as well as for service as directors.
Section 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
he votes against such action or abstains from voting in respect thereto.
Section 12. COMMITTEES. The majority of the directors on the board of
directors may designate one (1) or more committees, each committee to consist of
one (1) or more of the directors of the corporation. Any such committee, to the
extent provided in the related resolution(s) of the board concerning such
committee, shall have and may exercise the powers of the board of directors of-
the corporation, except as otherwise prescribed by Florida law. Any such
committee, and each member thereof with respect to the committee, shall serve at
the pleasure of the board. Each committee shall keep regular minutes of its
meetings, and make reports of such minutes to the board of directors from time
to time, and be subject to the By laws which apply to the board in respect of
the calling, holding and transaction of any meetings.
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ARTICLE IV
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OFFICERS
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Section 1. NUMBER. The corporation shall have a president, a secretary,
and a treasurer, each of whom shall be elected by the board of directors. Such
other officers and assistant officers as may be deemed necessary may be elected
by the board of directors. Any two (2) or more offices may be held by the same
person. officers need not be residents of the State of Florida or United States
citizens. The failure to elect a president, secretary or treasurer shall not
affect the existence of this corporation.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the annual meeting of the
board of directors. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be
scheduled. Each officer shall hold office until his successor shall have been
duly elected and qualified, or until his earlier death, resignation or removal.
Section 3. REMOVAL. Any officer may be removed, with or without cause,
by the board of directors, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election of an officer shall
not itself create any contract rights.
Section 4. VACANCIES. A vacancy in any office because of the death,
resignation, removal, or otherwise, may be filled by the board of directors for
the unexpired portion of the term of such office.
Section 5. PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the board of directors, shall
supervise and control the business and affairs of the corporation. He or she
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shall, when present, preside at all meetings of the shareholders and of the
board of directors, except if a chairman of the board has been appointed by the
board and is present at the meeting. He or she may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these By-laws-to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and, in general, shall perform all duties incident to the
office of president and such other duties as may be assigned by the board of
directors from time to time.
Section 6. VICE-PRESIDENTS. In the event that a vice-president is
elected, the following provisions shall apply: in the absence of the president
or in the event of his death, inability or refusal to act, the vice-president
(or in the event there are more than one vice-president, the vice-presidents in
the order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall have all the powers of,
and be subject to all the restrictions upon, the president. Any vice-president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.
Section 7. SECRETARY. The secretary shall: (i) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
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books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (iii) be
custodian of the corporate records and of the seal of the corporation; (iv) keep
a register of the post office address of each shareholder; (v) sign with the
president, or a vice-president, certificates for shares of the corporation; (vi)
have general charge of the stock transfer books of the corporation; and (vii)
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him or her by the president or by the board
of directors.
Section 8. TREASURER. The treasurer shall: (i) have charge and custody
of and be responsible for all funds of the corporation; (ii) receive and give
receipts for monies due and payable to the corporation, from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trusts companies or other depositories as shall be selected in accordance
with these By-laws; and (iii) in general perform all of the duties as from time
to time may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or
sureties as the board of directors shall determine.
Section 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. In the event
that an assistant secretary or assistant treasurer is elected, the following
provisions shall apply: the assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the secretary and
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shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
The assistant treasurer, or if there be more than one, the assistant
treasurers in the order determined by the board of directors (or if there be no
such determination, then in the order of their election) shall, in the absence
of the treasurer or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
Section 10. CHAIRMAN OF THE BOARD. The board of directors may also
create and fill the office of chairman of the board and may appoint one (1)
director to serve in such capacity. The chairman of the board, if any, will
preside over all meetings of the board of directors and shareholders of the
corporation when present and shall have such other duties and obligations as are
customary with respect to such office, except and to the extent otherwise
prescribed by the board of directors.
Section 11. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving any salary by reason of the fact that he or she is also a director of
the corporation.
Section 12. POWERS AND DUTIES. Whenever the board of directors may deem
it desirable, the board of directors may delegate the powers and duties of any
officer or officers to any director or directors and/or officer or officers. All
powers and duties of the officers of the corporation are subject to the
discretion of the board of directors.
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ARTICLE V
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CONTRACTS, CHECKS, DEPOSITS, BOOKS AND RECORDS, ETC.
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Section 1. CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed in such manner as shall from time to
time be determined by resolution of the board of directors.
Section 3. DEPOSITS. All funds of the corporation, not otherwise
employed, shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the appropriate
officer(s) of the corporation may select.
Section 4. BOOKS, RECORDS AND FINANCIAL STATEMENTS. 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, if any. 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. The corporation shall have prepared, after the close
of each fiscal year, a balance sheet and a profit and loss statement showing in
reasonable detail the results of operations and financial condition of the
corporation for such fiscal year then ended.
The board of directors shall determine from time to time whether and to
what except and at what times and places and under what conditions any accounts,
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records and books of the corporation are to be open to the inspection of any
shareholder, or other person, subject to Florida law.
ARTICLE VI
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CERTIFICATES FOR SHARES AND THEIR TRANSFER
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Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be approved by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be by facsimiles if such certificate is prepared on behalf of
the corporation by a duly authorized transfer agent and/or registrar. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity as
the board of directors may prescribe.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may, nevertheless, be issued and delivered by the corporation
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with the same effect as if such person still was such officer, transfer agent or
registrar at the date of issue.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be conclusively
deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII
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DIVIDENDS
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The board of directors may, from time to time, declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Articles of Incorporation.
ARTICLE VIII
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CORPORATE SEAL
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The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the year and the state of incorporation and the words "Corporate Seal."
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ARTICLE IX
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WAIVER OF NOTICE
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Whenever any notice is required to be given to any shareholder or
director of the corporation under these Bylaws, the Articles of Incorporation or
Florida law, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether executed before or after the time stated
therein, shall be deemed equivalent to the giving of such notice to such person
or persons. Any stockholder or director present at a meeting, either in person
or by proxy, shall be deemed to have received proper notice, unless such person
objects to any insufficiency of notice at such meeting.
ARTICLE X
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MISCELLANEOUS
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Section 1. EXCLUSIVE OWNERSHIP OF STOCK. The corporation shall be
entitled to recognize the exclusive right of a person registered upon its stock
transfer books as the owner of the shares of the corporation for all purposes
including voting and dividends, and shall not be bound to recognize any
equitable or other claims of interest in such share or shares on the part of any
other person, whether or not the corporation shall have received notice thereof,
except as otherwise provided by law and except as agreed to in writing by the
corporation.
Section 2. POWERS OF ATTORNEY. The board of directors may authorize one
or more of the officers of the corporation to execute powers of attorney
delegating the named representatives or agents the power to represent or act on
behalf of the corporation, with or without power of substitution.
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Section 3. FISCAL YEAR. The fiscal year end of the corporation shall be
fixed by the president of the corporation, except and subject to determination
otherwise by the board of directors.
ARTICLE XI
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BY-LAWS
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Section 1. AMENDMENT BY DIRECTORS. These Bylaws may be amended,
repealed or added to by the board of directors.
Section 2. AMENDMENT BY STOCKHOLDERS. These By-laws may be amended,
repealed or added to by the shareholders, and the shareholders may prescribe
that any By-law so amended, repealed or added to shall not be amended, repealed
or added to by the board of directors.
Section 3. CONTROL. Notwithstanding anything to the contrary, the
Articles of Incorporation of the corporation shall control any conflicts between
the By-laws and the Articles of Incorporation, and the By-laws and Articles of
Incorporation shall both be subject to compliance with the provisions of Florida
law. Therefore, any powers, duties and obligations, in addition to those set
forth herein, not otherwise limited, restricted, modified or prohibited herein
as permitted by Florida law, shall remain unaffected by the failure of the
By-laws to address such powers, duties or obligations.
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