BYLAWS
OF
TRAVELNOW.COM INC.
(A FLORIDA CORPORATION)
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TABLE OF CONTENTS
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ARTICLE I
OFFICES............................................................... -1-
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Section 1.01 Principal Office....................................... -1-
Section 1.02 Registered Office...................................... -1-
Section 1.03 Other Offices.......................................... -1-
ARTICLE II
MEETINGS OF SHAREHOLDERS.............................................. -1-
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Section 2.01 Annual Meeting......................................... -1-
Section 2.02 Special Meetings....................................... -1-
Section 2.03 Place of Meetings...................................... -1-
Section 2.04 Voting Lists........................................... -1-
Section 2.05 Fixing of a Record Date................................ -2-
Section 2.06 Notice of Meetings..................................... -2-
Section 2.07 Precondition to Delivery of Notice of Special Meeting
of Shareholders Called by Shareholders................. -2-
Section 2.08 Quorum................................................. -2-
Section 2.09 Adjournment............................................ -3-
Section 2.10 Organization........................................... -3-
Section 2.11 Voting................................................. -3-
Section 2.12 Proxies................................................ -4-
Section 2.13 Action by Shareholders Without a Meeting............... -5-
Section 2.14 Notice of Shareholder Business and Nominations......... -5-
ARTICLE III
BOARD OF DIRECTORS.................................................... -7-
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Section 3.01 Powers and Duties...................................... -7-
Section 3.02 Qualification and Election............................. -8-
Section 3.03 Number and Term of Office.............................. -8-
Section 3.04 Organization........................................... -9-
Section 3.05 Place of Meetings...................................... -9-
Section 3.06 Annual Meetings........................................ -9-
Section 3.07 Regular Meetings....................................... -9-
Section 3.08 Special Meetings....................................... -9-
Section 3.09 Action by Written Consent Without a Meeting............ -10-
Section 3.10 Conference Telephone Meetings.......................... -10-
Section 3.11 Quorum................................................. -10-
Section 3.12 Voting................................................. -10-
Section 3.13 Adjournment............................................ -10-
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Section 3.14 Compensation........................................... -10-
Section 3.15 Resignations........................................... -10-
Section 3.16 Vacancies.............................................. -10-
Section 3.17 Removal................................................ -11-
Section 3.18 Executive and Other Committees......................... -11-
ARTICLE IV
NOTICE AND WAIVER OF NOTICE........................................... -12-
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Section 4.01 Notice................................................. -12-
Section 4.02 Waiver of Notice....................................... -12-
ARTICLE V
OFFICERS.............................................................. -12-
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Section 5.01 Number and Qualification............................... -12-
Section 5.02 Election and Term of Office............................ -13-
Section 5.03 Subordinate Officers, Committees and Agents............ -13-
Section 5.04 The Chairman of the Board.............................. -13-
Section 5.05 The Chief Executive Officer............................ -13-
Section 5.06 The President.......................................... -13-
Section 5.07 The Chief Financial Officer............................ -14-
Section 5.08 The Vice Presidents.................................... -14-
Section 5.09 The Secretary.......................................... -14-
Section 5.10 The Treasurer.......................................... -14-
Section 5.11 Salaries and Compensation.............................. -14-
Section 5.12 Resignations........................................... -15-
Section 5.13 Removal................................................ -15-
Section 5.14 Vacancies.............................................. -15-
Section 5.15 Bond................................................... -15-
ARTICLE VI
CERTIFICATES OF STOCK, TRANSFER....................................... -15-
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Section 6.01 Share Certificates, Issuance........................... -15-
Section 6.02 Transfer............................................... -15-
Section 6.03 Registered Shareholders................................ -15-
Section 6.04 Lost, Destroyed or Mutilated Certificates.............. -16-
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.......... -16-
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Section 7.01 Directors, Officers, Employees and Agents.............. -16-
Section 7.02 Expenses............................................... -17-
Section 7.03 Determination of Standard of Conduct................... -17-
Section 7.04 Advance Expenses....................................... -17-
Section 7.05 Benefit................................................ -17-
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Section 7.06 Insurance.............................................. -18-
Section 7.07 No Rights of Subrogation............................... -18-
Section 7.08 Indemnification for Past Directors..................... -18-
Section 7.09 Affiliates............................................. -18-
Section 7.10 Reliance............................................... -18-
Section 7.11 Fund for Payment of Expenses........................... -18-
Section 7.12 Amendments............................................. -18-
ARTICLE VIII
MISCELLANEOUS......................................................... -19-
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Section 8.01 Checks................................................. -19-
Section 8.02 Dividends.............................................. -19-
Section 8.03 Deposits............................................... -19-
Section 8.04 Fiscal Year............................................ -19-
Section 8.05 Severability........................................... -19-
ARTICLE IX
AMENDMENTS............................................................ -19-
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Section 9.01 Amendments to the Bylaws............................... -19-
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ARTICLE I
OFFICES
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Section 1.01 Principal Office. The principal office of the corporation in
the State of Missouri shall be established at such place as the board of
directors shall from time to time determine.
Section 1.02 Registered Office. The registered office of the corporation in
the State of Florida shall be at the office of its registered agent as stated in
the Articles of Incorporation or such other office as the board of directors
shall from time to time determine.
Section 1.03 Other Offices. The corporation may have additional offices at
such other places, either within or without the State of Florida, as the board
of directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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Section 2.01 Annual Meeting. Unless otherwise set by the board of
directors, the annual meeting of shareholders shall be held on the last Tuesday
of the sixth month following the close of each fiscal year at such time as
determined by the board of directors. The shareholders entitled to vote at such
meeting shall elect directors and shall transact such other business as may
properly be brought before the meeting.
Section 2.02 Special Meetings. Special meetings of the shareholders of the
corporation may be called, for any purpose or purposes permitted by law, by the
board of directors on its own initiative and shall be called by the board of
directors upon written request by the chairman of the board, the chief executive
officer or the president of the corporation, or, upon delivery to the secretary
of one or more written demands for the meeting describing the purpose or
purposes for which it is to be held, by the holders of not less than 10 percent
of all the shares entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Notice of such meeting shall be given by the
secretary as provided herein. Only business within the purpose or purposes
described in such special meeting notice may be conducted at a special
shareholders meeting.
Section 2.03 Place of Meetings. All meetings of the shareholders of the
corporation shall be held at such place within or without the State of Florida
as shall be designated from time to time by the board of directors and stated in
the notice of such meeting or in a duly executed waiver of notice thereof.
Section 2.04 Voting Lists. The officer or agent of the corporation 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 the meeting and any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each shareholder, which list shall be kept on file at the place
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identified in the meeting notice in the city where the meeting will be held or
the corporation's principal place of business or at the office of its registrar
or transfer agent for a period of at least ten (10) days prior to the meeting,
and shall be subject to inspection by any shareholder at any time during such
ten (10) day period and during usual 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. The original share ledger or transfer book or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book, or to vote, in person or by proxy,
at any meeting of the shareholders.
Section 2.05 Fixing of a Record Date. The board of directors may fix in
advance a date as the record date for any determination of shareholders entitled
to notice of, or to vote at, any meeting of shareholders, or entitled to payment
of a dividend or allotment of any rights or privileges, such date in any case to
be not more than seventy (70) days and, in the case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled
to notice of, or to vote at, a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which the secretary mails the
notice of the meeting or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the board of directors fixes a new
record date under this section for the adjourned meeting. The board of directors
shall fix a new record date if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.
Section 2.06 Notice of Meetings. Written notice stating the place, day and
hour of every meeting of the shareholders shall be given by the secretary to
each shareholder entitled to vote at such meeting, either personally or by first
class mail, at least ten (10) days, but not more than sixty (60) days, prior to
the meeting date. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail first-class postage prepaid, addressed to
the shareholder at his or her address as it appears on the stock transfer books
of the corporation.
Section 2.07 Precondition to Delivery of Notice of Special Meeting of
Shareholders Called by Shareholders. The secretary shall inform shareholders who
have delivered a written request for a special meeting and otherwise complied
with Section 2.02 of the reasonably estimated costs of preparing and mailing a
notice of the meeting, and, on payment of these costs to the corporation, the
secretary shall deliver notice of such meeting to each shareholder entitled
thereto.
Section 2.08 Quorum. The presence, in person or by proxy, of shareholders
entitled to cast a majority of the votes which all shareholders are entitled to
cast shall constitute a quorum for such meeting. Treasury shares, shares of
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this corporation's stock which are owned by another corporation the majority of
the voting stock of which is owned by this corporation, and shares of this
corporation's stock held by another corporation in a fiduciary capacity for the
benefit of this corporation shall not be counted in determining the total number
of outstanding shares for voting purposes at any given time. After a quorum has
been established at a shareholder's meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shareholders entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof. When a specified
item of business is required to be voted on by any class or series of stock, a
majority of the shares of such class or series shall constitute a quorum for
transaction of such item of business by that class or series.
Section 2.09 Adjournment. When a meeting which is properly called is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date or place of the meeting. If, however, after the adjournment
the board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to vote at such meeting.
The holders of a majority of the shares represented, and who would be
entitled to vote at a meeting if a quorum were present, where a quorum is not
present, may adjourn such meeting from time to time.
Section 2.10 Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be one, the chief
executive officer, the president, the vice presidents in their order of rank and
then seniority, or a chairman chosen by the shareholders entitled to cast a
majority of the votes which all shareholders present in person or by proxy are
entitled to cast, shall act as chairman, and the secretary, or, in his or her
absence, an assistant secretary, or, in the absence of both the secretary and
assistant secretaries, a person appointed by the chairman, shall act as
secretary.
Section 2.11 Voting. If a quorum is present at any meeting, action on a
matter (other than the election of directors) is approved if the votes cast in
favor exceed the votes cast in opposition, unless the question is one for which,
by express provision of the law or of 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.
Except as may be otherwise provided in the Articles of Incorporation, every
shareholder of record shall have the right, at every shareholders' meeting, to
one vote for every share, and if the corporation has issued fractional shares,
to a fraction of a vote equal to every fractional share, of stock of the
corporation standing in his or her name on the books of the corporation. A
shareholder may vote either in person or by proxy.
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Treasury shares, shares of this corporation's stock which are owned by
another corporation the majority of the voting stock of which is owned by this
corporation, and the shares of this corporation's stock held by another
corporation in a fiduciary capacity for the benefit of this corporation shall
not be voted, directly or indirectly, at any meeting of shareholders.
At each election for directors, every shareholder entitled to vote shall
have the right to vote the number of shares owned by him or her, for as many
persons as there are directors to be elected at that time and for whose election
he or she has a right to vote or, if cumulative voting is authorized by the
Articles of Incorporation, to accumulate his or her votes by giving one
candidate a number of votes equal to the number of directors to be elected at
that time multiplied by the number of his or her votes or distribute such number
of votes among any number of candidates.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder; or, in the absence of any applicable bylaw, by such
person as the board of directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified copy of the
bylaws or other instrument of the corporate shareholder. In the absence of any
such designation, or in case of conflicting designation, by the corporate
shareholder, the chairman of the board, the chief executive officer, the
president, any vice president, secretary or treasurer of the corporate
shareholder shall be presumed to possess, in that order, authority to vote such
shares.
Shares held by an administrator, executor, guardian or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into the name of such person, provided, that if requested by the chairman
of the board, the chief executive officer, president, chief financial officer,
treasurer or secretary, such person has provided evidence of such fiduciary
status acceptable to such officer.
Shares standing in the name of a trustee may be voted by such trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by such trustee without a transfer of such shares into the name of such
trustee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him or her or his or her nominee, without the transfer of such shares into
his or her name, provided, that if requested by the chairman of the board, chief
executive officer, president, chief financial officer, treasurer or secretary,
such person has provided evidence of such status acceptable to such officer.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or the nominee of the pledgee shall be entitled to vote
the shares so transferred.
Section 2.12 Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy in accordance with applicable laws.
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Section 2.13 Action by Shareholders Without a Meeting. Unless otherwise
provided in the Articles of Incorporation, any action required to be taken at
any annual or special meeting of shareholders of the corporation, or any action
which may be taken at any annual or special meeting of 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 dated and
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, and
delivered to the corporation by delivery to its registered office in Florida,
its principal place of business, the corporate secretary, or another officer or
agent of the corporation having custody of the minute book. If any class of
shares is entitled to vote thereon as a class, such written consent shall be
required of the holders of outstanding stock of such class and of the total
outstanding stock, respectively, 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 of such class and all shares entitled to vote thereon were
present and voted. No written consent shall be effective to take the corporate
action referred to therein unless, within sixty (60) days of the date of the
earliest consent delivered in the manner set forth above, written consents
signed by the holders of the number of shares required to take action are
delivered to the corporation by delivery as set forth above.
Section 2.14 Notice of Shareholder Business and Nominations. Nominations of
persons for election to the board of directors of the corporation and the
proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (a) pursuant to the corporation's notice of
meeting pursuant to Section 2.06 of these bylaws, (b) by or at the direction of
the board of directors, or (c) by any shareholder of the corporation who was a
shareholder of record at the time of giving of notice provided for in this
Section 2.14, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 2.14.
For nominations or other business to be properly brought before an annual
meeting of shareholders by a shareholder pursuant to this Section 2.14, the
shareholder must have given timely notice thereof in writing to the secretary of
the corporation and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder's notice shall be delivered to
the secretary at the principal executive offices of the corporation not later
than the close of business on the 90th calendar day nor earlier than the close
of business on the 120th calendar day prior to the first anniversary of the
preceding year's annual meeting of shareholders; provided, however, that in the
event that the date of the annual meeting of shareholders is more than 30
calendar days before or more than 60 calendar days after such anniversary date,
notice by the shareholder to be timely must be so delivered not earlier than the
close of business on the 120th calendar day prior to such annual meeting of
shareholders and not later than the close of business on the later of the 90th
calendar day prior to such annual meeting of shareholders or the 10th calendar
day following the calendar day on which public announcement of the date of such
meeting is first made by the corporation. For purposes of determining whether a
shareholder's notice shall have been delivered in a timely manner for the annual
meeting of shareholders in 2000, the previous year's meeting shall be deemed to
have been held on September 28, 1999. In no event shall the public announcement
of an adjournment of an annual meeting of shareholders commence a new time
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period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth, or be accompanied by, (a) in the event the
shareholder proposes to nominate one or more persons for election or reelection
as a director (1) the name and residence address of the shareholder and of the
person or persons to be nominated (2) a representation that the shareholder is a
holder of record of voting stock of the corporation and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (3) such information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (or pursuant to any successor act or
regulation), including, without limitation, Rule 14a-11 thereunder, had proxies
been solicited with respect to such nominee by the management or board of
directors of the corporation; (4) a description of all arrangements or
understandings among the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; and (5) the written consent of
each nominee to serve as a director of the corporation if so elected; and (b) in
the event the shareholder proposes to bring any other business before the
meeting, (1) the name and residence address of the shareholder proposing to
bring business before the meeting and the beneficial owner, if any, on whose
behalf the proposal is made, (2) the class and number of shares of the
corporation which are owned beneficially and of record by such shareholder and
such beneficial owner, (3) a representation that the shareholder is a holder of
record of the voting stock of the corporation and intends to appear in person or
by proxy at the meeting to bring the business before the meeting; and (4) a
brief description of the business of such shareholder and beneficial owner, if
any, on whose behalf the proposal is made.
Notwithstanding anything in the second sentence of the preceding paragraph
to the contrary, in the event that the number of directors to be elected to the
board of directors of the corporation is increased and there is no public
announcement by the corporation naming all of the nominees for director or
specifying the size of the increased board of directors at least 100 calendar
days prior to the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this Section 2.14 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th calendar day following the day on which such public
announcement is first made by the corporation.
Only such business shall be conducted at a special meeting of shareholders
as shall have been brought before the meeting pursuant to the corporation's
notice of meeting under Section 2.06 of these bylaws. Nominations of persons for
election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation's
notice of meeting (a) by or at the direction of the board of directors, or (b)
provided that the board of directors has determined that directors shall be
elected at the meeting, by any shareholder of the corporation who is a
shareholder of record at the time of giving of notice provided for in this
Section 2.14, who shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 2.14. In the event the
corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the board of directors, any shareholder may nominate a
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person or persons (as the case may be), for election to such position(s) as
specified in the corporation's notice of meeting pursuant to such clause (b), if
the shareholder's notice required by the second paragraph of this Section 2.14
shall be delivered to the secretary at the principal executive offices of the
corporation not earlier than the close of business on the 120th calendar day
prior to such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the 10th
calendar day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a shareholder's notice as described above.
Only such persons who are nominated in accordance with the procedures set
forth in this Section 2.14 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 2.14. Except as otherwise provided by law, the Articles of Incorporation
or these bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 2.14 and, if any proposed nomination or
business is not in compliance with this Section 2.14, to declare that such
defective proposal or nomination shall be disregarded.
For purposes of this Section 2.14, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended.
Notwithstanding the foregoing provisions of this Section 2.14, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder with respect to
the matters set forth in this Section 2.14. Nothing in this Section 2.14 shall
be deemed to affect any rights of shareholders to request inclusion of proposals
in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.
ARTICLE III
BOARD OF DIRECTORS
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Section 3.01 Powers and Duties. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, a board of directors, except as may be
otherwise provided in the Florida Business Corporation Act or the Articles of
Incorporation.
A director shall perform his or her duties as a director, including duties
as a member of any committee of the board upon which the director may serve, in
good faith, in a manner the director reasonably believes to be in the best
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interests of the corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances. In performing his or
her duties, a director shall be entitled to rely on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by:
(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence; or
(c) a committee of the board upon which the director does not serve,
duly designated in accordance with provisions of the Articles of
Incorporation or these bylaws, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith if the
director has knowledge concerning the matter in question that would cause such
reliance described in the preceding subsection to be unwarranted.
A person who performs his or her duties in compliance with this section
shall not be liable for any action taken as a director or any failure to take
any action.
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 the director votes against such action
or abstains from voting in respect thereto.
Section 3.02 Qualification and Election. Unless otherwise provided in the
Articles of Incorporation, directors need not be residents of Florida or
shareholders of the corporation. Except in the case of vacancies, directors
shall be elected by the shareholders. If the board of directors is classified
with respect to the power to elect directors or with respect to the terms of
directors and if, due to a vacancy or vacancies, or otherwise, directors of more
than one class are to be elected, each class of directors to be elected at the
meeting shall be nominated and elected separately. The candidates receiving the
greatest number of votes, up to the number of directors to be elected, shall be
elected directors.
Section 3.03 Number and Term of Office. The board of directors shall
consist of the number of directors serving at the time of adoption of this
Section 3.03, or such other number as may thereafter be from time to time (i) be
determined by the board of directors or (ii) be set forth in a notice of a
meeting of shareholders called for the election of the board of directors.
Notwithstanding the foregoing, no decrease shall have the effect of shortening
the term of any incumbent director. Unless the board of directors is classified
with respect to the terms of directors, each director shall serve until the next
annual meeting of the shareholders and until his or her successor shall have
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been elected and qualified or until his or her earlier resignation, removal from
office or death. If the board of directors is classified with respect to the
terms of the directors, each director shall serve until the annual meeting two
years thereafter if there are two classes of directors, or three years
thereafter if there are three classes of directors, and in either case until his
or her successor shall have been elected and qualified or until his or her
earlier resignation, removal from office or death.
Section 3.04 Organization. At every meeting of the board of directors, the
chairman of the board, if there be one, or in the absence of the chairman of the
board, the chief executive officer of the corporation or a chairman chosen by a
majority of the directors present, shall preside, and the secretary or any
person appointed by the chairman of the meeting shall act as secretary.
Section 3.05 Place of Meetings. Meetings of the board of directors of the
corporation, regular or special, may be held either within or without the State
of Florida.
Section 3.06 Annual Meetings. The board of directors shall hold an annual
meeting each year immediately following the annual meeting of the shareholders
at the place where such meeting of the shareholders was held for the purpose of
election of officers and consideration of any other business that may be
properly brought before the meeting. Notice of such annual meetings need not be
given to either old or new members of the board of directors.
Section 3.07 Regular Meetings. If the board of directors determines to hold
regular meetings, the board of directors may, at the annual meeting of the board
of directors, fix by resolution the date, time and place of other regular
meetings of the board. Notice of such regular meetings need not be given to any
member of the board of directors, unless the same is held at other than the
date, time and place of such meeting as fixed in accordance with this Section
3.07, in which event notice shall be given in the same manner as is provided in
Section 3.08 with respect to special meetings of the board of directors. In
addition, announcement of a changed date, time or place at a meeting of the
board of directors shall be deemed adequate notice to the directors present at
such meeting.
Section 3.08 Special Meetings. Special meetings of the board of directors
may be called by a majority of the board of directors or the chairman of the
board. Notice of any special meeting of directors shall be given to each
director at his or her business or residence in writing by first class or
overnight mail or courier service, telegram or facsimile transmission, orally by
telephone or by hand-delivery. If mailed by first class mail, such notice shall
be deemed adequately delivered when deposited in the United States mail so
addressed, with postage prepaid, at least five (5) days before such meeting. If
by telegram, overnight mail or courier service, such notice shall be deemed
adequately delivered when the telegram is delivered to the telegraph company or
the notice is delivered to the overnight mail or courier service company at any
time during a day that is at least two days prior to the date of such meeting.
If by facsimile transmission, such notice shall be deemed adequately delivered
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when the notice is transmitted at least 24 hours prior to the time set for the
meeting. If by telephone or by hand-delivery, the notice shall be given at least
24 hours prior to the time set forth the meeting.
Section 3.09 Action by Written Consent Without a Meeting. Any action of the
board of directors or of any committee thereof, which is required or permitted
to be taken at a regular or special meeting, may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, signed by all of
the members of the board of directors or of the committee, as the case may be,
is filed in the minutes of the proceedings of the board of directors or
committee.
Section 3.10 Conference Telephone Meetings. One or more members of the
board of directors may participate in meetings of the board or a committee of
the board by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.
Section 3.11 Quorum. A majority of the directors in office shall be present
at each meeting in order to constitute a quorum for the transaction of business.
An interested director may be counted in determining the presence of a quorum at
a meeting of the board of directors which authorizes, approves or ratifies a
contract or transaction in which such director has an interest.
Section 3.12 Voting. Except as otherwise specified in the Articles of
Incorporation or these bylaws or provided by statute, the acts of a majority of
the directors present at a meeting at which a quorum is present shall be the
acts of the board of directors.
Section 3.13 Adjournment. A majority of the directors present, regardless
of whether or not a quorum exists, may adjourn any meeting of the board of
directors to another time and place, and no notice of any adjourned meeting need
be given, other than by announcement at the meeting.
Section 3.14 Compensation. The board of directors shall have the authority
to fix the compensation of directors for their attendance at meetings of the
board of directors or committees thereof, or otherwise, and such compensation
may include expenses, if any, associated with attendance at such meetings.
Section 3.15 Resignations. Any director of the corporation may resign at
any time by giving written notice to the chief executive officer or the
secretary of the corporation. Such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.16 Vacancies. 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
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directors, or by the shareholders in the manner provided in the Florida Business
Corporation Act. A director elected to fill a vacancy shall hold office only
until the next election of directors by the shareholders.
Section 3.17 Removal. The shareholders may remove one or more directors
from office, with or without cause (unless the Articles of Incorporation provide
that directors may be removed only for cause), by a vote or written consent of
the holders of a majority of the shares then entitled to vote. In case the board
of directors or any one or more directors is so removed, new directors may be
elected at the same meeting or by the same written consent. If the corporation
has cumulative voting and if less than the entire board is to be removed, no
individual director may be removed if the votes cast against the resolution for
his or her removal would be sufficient to elect him or her if then cumulatively
voted at an election of the entire board or a class of which he or she is part.
Section 3.18 Executive and Other Committees. The board of directors, by
resolution adopted by a majority of the entire board, may designate from among
its members an executive committee and one or more other committees. The board
may designate as alternate member of any committee, one or more directors who
may replace any absent or disqualified member at any meeting of the committee.
The executive committee or other committee shall have and exercise all of
the authority of the board to the extent provided in the resolution designating
the committee, except that no such committee of the board shall have the
authority of the board to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(b) fill vacancies on the board of directors or any committee thereof;
(c) amend or repeal these bylaws;
(d) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the board of directors; or
(e) authorize or approve the issuance or sale of or contract for the
sale of shares or determine the designation and relative rights,
preferences and limitations of a voting group unless within limits
specifically prescribed by the board of directors.
A majority of the directors in office designated to a committee, or
directors designated to replace them as provided in this section, shall be
present at each meeting to constitute a quorum for the transaction of business,
and the acts of a majority of the directors in office designated to a committee
or their replacements shall be the acts of the committee.
Each committee shall keep regular minutes of its proceedings and report
such proceedings periodically to the board of directors.
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Sections 3.05, 3.08, 3.09 and 3.10 and the second sentence of Section 3.11
shall be applicable to committees of the board of directors.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that any nomination made at the meeting was not made in
accordance with the procedures of this section and, in such event, the
nomination shall be disregarded.
ARTICLE IV
NOTICE AND WAIVER OF NOTICE
---------------------------
Section 4.01 Notice. Whenever written notice is required to be given to any
director under the provisions of the Articles of Incorporation, these bylaws or
the Florida Business Corporation Act, it shall be given to such director by
personal delivery, facsimile transmission, delivery to an overnight courier
service or representative, deposit in the United States first-class mail, or by
certified or registered mail, addressed to the address of such person (or, if
applicable, such director's facsimile number) appearing on the books of the
corporation, or supplied by such person to the corporation for the purpose of
notice. A notice of a meeting shall specify the place, day and hour of the
meeting. Notices to directors shall be deemed adequately delivered as provided
in Section 3.08 hereof. Notices to shareholders shall be given as provided in
Section 2.06 hereof.
Section 4.02 Waiver of Notice. Whenever any notice is required to be given
under the Florida Business Corporation Act, 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 deemed equivalent to the giving of such notice.
Except in the case of a special meeting of shareholders, neither the business to
be transacted at, nor the purpose of, the meeting need be specified in the
waiver of notice of such meeting.
Attendance of a person, either in person or by proxy, at any meeting, shall
constitute a waiver of notice of such meeting in the manner provided in the
Florida Business Corporation Act unless: (a) in the case of a shareholders'
meeting, (i) the shareholder objects at the beginning of the meeting to holding
the meeting or transacting business at the meeting or (ii) with respect to a
matter that is not within the purpose or purposes described in the meeting
notice, the shareholder objects when the matter is presented and (b) in the case
of a directors' or committee meeting, the director states, at the beginning of
the meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the timing is not lawfully called or convened.
ARTICLE V
OFFICERS
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Section 5.01 Number and Qualification. The officers of the corporation
shall consist of such officers and agents as may be appointed by the board of
directors. One person may hold more than one office. Officers may but need not
be directors or shareholders of the corporation. The board of directors may
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elect from among the members of the board a chairman of the board who, if
elected, shall be an officer of the corporation. A duly appointed officer may
appoint one or more officers or assistant officers to the extent authorized by
the board of directors.
Section 5.02 Election and Term of Office. Except for such officers as may
be elected pursuant to Section 5.03, the officers of the corporation shall be
appointed to hold office until the next annual organizational meeting of
directors and until a successor shall have been duly elected and qualified, or
until his or her death, resignation or removal.
Section 5.03 Subordinate Officers, Committees and Agents. The board of
directors may from time to time elect officers and appoint such committees,
employees or other agents as the board deems that the business of the
corporation may require, to hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may delegate.
Section 5.04 The Chairman of the Board. The chairman of the board, if
elected, shall preside at all meetings of the shareholders and of the board of
directors, and shall, at each annual meeting of shareholders, present a report
with respect to the condition and business of the Company. He or she shall have
the authority to sign on behalf of the corporation, all reports, filings and
other documents with such government agencies as are required by applicable law
and shall perform such other duties as may from time to time be requested of him
or her by the board of directors. The chairman of the board shall assume the
duties of the chief executive officer when the chief executive officer is absent
or otherwise unable to discharge his or her responsibilities. To be eligible to
serve, the chairman of the board must be a director of the corporation.
Section 5.05 The Chief Executive Officer. The chief executive officer shall
have general powers of supervision, direction and control over the business and
operations of the corporation, subject, however, to the authority of the board
of directors; shall, at each annual meeting of shareholders, present a report
with respect to the condition and business of the Company; shall have the
authority to supervise preparation of and sign on behalf of the corporation, all
reports, filings and other documents with such government agencies as are
required by applicable law; shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors, or by these bylaws, to some other officer or agent of
the corporation; and, in general, shall perform all duties incident to the
office of chief executive officer and such other duties as from time to time may
be assigned by the board of directors. If the board of directors has elected a
chairman of the board but not a vice chairman, the chief executive officer shall
assume the duties of the chairman of the board when the chairman of the board is
absent or unable to discharge his or her responsibilities.
Section 5.06 The President. The president, if a person other than the chief
executive officer, shall perform the duties of the chief executive officer in
the absence of such officer and such other duties as may from time to time be
assigned to the president by the board of directors or the chief executive
officer.
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Section 5.07 The Chief Financial Officer. The chief financial officer shall
be the principal financial officer of the corporation and, unless another
officer is so designated, principal accounting officer of the corporation;
whenever required by the board of directors, he or she shall render a statement
of the financial condition of the corporation; shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including, but not limited to,
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital surplus and shares; shall be responsible for assuring adherence to such
financial policies as are promulgated by the board of directors; and, in
general, shall discharge such other duties as may from time to time be assigned
to him or her by the board of directors or the president. The books of account
shall be open at all reasonable times to inspection by any director.
Section 5.08 The Vice Presidents. The vice presidents shall perform duties
as may from time to time be assigned to them by the board of directors or the
president.
Section 5.09 The Secretary. The secretary shall attend all meetings of the
board of directors and committees thereof and shall record the time and place of
holding of such meeting, whether regular or special, and if special, how
authorized, the notice given, the names of those present at directors' meetings
or the number of shares present or represented at shareholders' meetings in
books to be kept for that purpose; shall see that notices are given and records
and reports properly kept and filed by the corporation as required by law;
shall, unless otherwise designated by the board of directors, be the custodian
of the seal of the corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in general, shall
perform all duties incident to the office of secretary, and such other duties as
may from time to time be assigned to him or her by the board of directors or the
president.
Section 5.10 The Treasurer. The treasurer shall have or provide for the
custody of the funds or other property of the corporation and shall keep a
separate book account of the same; shall collect and receive or provide for the
collection and receipt of monies earned by or in any manner due to or received
by the corporation; shall deposit all funds in his or her custody as treasurer
in such banks or other places of deposit as the board of directors may from time
to time designate; shall, whenever so required by the board of directors, render
an accounting showing his or her transactions as treasurer; and, in general,
shall discharge such other duties as may from time to time be assigned to him or
her by the board of directors, the president or the chief financial officer. If
the board of directors fails to elect a chief financial officer, then the
treasurer shall perform the duties of the chief financial officer.
Section 5.11 Salaries and Compensation. The salaries, if any, of the
officers elected by the board of directors shall be fixed from time to time by
the board of directors or by such officer or committee as may be designated by
resolution of the board. The salaries or other compensation of any officers,
employees and agents elected, appointed or retained by an officer or committee
to which the board of directors has delegated such a power shall be fixed from
time to time by such officer or committee. No officer shall be prevented from
receiving such salary or other compensation by reason of the fact that he or she
is also a director of the corporation.
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Section 5.12 Resignations. Any officer or agent may resign at any time by
giving written notice of resignation to the board of directors or to the
president or the secretary of the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5.13 Removal. Any officer committee member, employee or agent of
the corporation may be removed, either for or without cause, by the board of
directors or other authority which elected or appointed such officer, committee
member or other agent.
Section 5.14 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated, as the case may be.
Section 5.15 Bond. The chairman of the board, president, chief financial
officer and treasurer shall give such bond, if any, for the faithful performance
of the duties of such office as shall be required by the board of directors.
ARTICLE VI
CERTIFICATES OF STOCK, TRANSFER
-------------------------------
Section 6.01 Share Certificates, Issuance. Every shareholder shall be
entitled to have a certificate representing all shares to which he or she is
entitled; and such certificate shall be signed (either manually or in facsimile)
by the chairman of the board, if any, or by the president or a vice president
and by the secretary or any assistant secretary of the corporation and may be
sealed with the corporate seal or a facsimile thereof. In the event any officer
who has signed, or whose facsimile signature has been placed upon any share
certificate shall have ceased to be such officer because of death, resignation
or otherwise, before the certificate is issued, it may be issued with the same
effect as if the officer had not ceased to be such at the date of its issue.
Certificates representing shares of the corporation shall otherwise be in such
form as provided by statute and approved by the board of directors. Every
certificate exchanged or returned to the corporation shall be marked "CANCELED."
Section 6.02 Transfer. Transfers of shares shall be made on the books of
the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by an attorney lawfully appointed in writing.
Section 6.03 Registered Shareholders. Except as otherwise expressly set
forth in these bylaws, the corporation shall be entitled to recognize a person
registered on its books in whose name any shares of the corporation are
registered as the absolute owner thereof with the exclusive rights to receive
dividends, and to vote such shares as owner. Except as otherwise provided by
law, the corporation shall not be bound to recognize any equitable or other
claim regardless of whether the corporation shall have express or other notice
thereof.
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Section 6.04 Lost, Destroyed or Mutilated Certificates. The holder of any
shares of the corporation shall notify the corporation of any loss, destruction
or mutilation of the certificates therefor, and the board of directors may, in
its discretion, cause new certificates to be issued to him or her, upon
satisfactory proof of such loss, destruction, or mutilation and, if the board of
directors shall so determine, the deposit of a bond in such form and in such
sum, and with such surety or sureties, as it may direct.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS
--------------------
Section 7.01 Directors, Officers, Employees and Agents. The corporation
shall indemnify any officer or director who was or is a party or is threatened
to be made a party (which shall include the giving of testimony or similar
involvement) to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by, or in the right of the corporation) by reason of the fact that he or she is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of any
other corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding, including any appeal thereof, if he or she
acted in good faith in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not create, of itself, a presumption that the person did not
act in good faith or in a manner which he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
The corporation shall indemnify any officer or director who was or is a
party, or is threatened to be made a party (which shall include the giving of
testimony or similar involvement), to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement (to the extent permitted by
law), including any appeal thereof. Such indemnification shall be authorized if
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
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adjudication of liability and in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The corporation may, by action of the board of directors and to the extent
provided in such action, indemnify employees and agents as though they were
officers and directors.
Section 7.02 Expenses. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or in any defense
of any claim, issue or matter therein, the corporation shall indemnify him or
her against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 7.03 Determination of Standard of Conduct. Any indemnification
hereunder, unless pursuant to a determination by a court, shall be made by the
corporation as authorized upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth above. Such
determination shall be made either (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
proceeding, (2) by majority vote of a committee duly designated by the board of
directors consisting of two or more directors not at the time parties to the
proceeding, (3) by a majority vote of the shareholders who were not parties to
such action, suit or proceedings, or (4) in a written opinion by independent
legal counsel selected in accordance with the provisions of the Florida Business
Corporation Act.
Section 7.04 Advance Expenses. To the extent permitted by applicable law,
expenses, including attorneys' fees, incurred by an officer, director, employee
or agent of the corporation in defending any action, suit or proceeding shall be
paid, in the case of an officer or director, and may be paid, in the case of an
employee or agent, by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized herein.
Section 7.05 Benefit. The indemnification provided by this Article shall be
in addition to the indemnification rights provided pursuant to the Florida
Business Corporation Act, and shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office (provided that no indemnification may be made
if expressly prohibited by the Florida Business Corporation Act), and shall
continue as to a person who has ceased to be a director, officer, employee or
agent of the corporation and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 7.06 Insurance. The corporation shall be empowered to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
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corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability asserted
against him or her and incurred by him or her in any such capacity or arising
out of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions
contained herein.
Section 7.07 No Rights of Subrogation. Indemnification herein shall be a
personal right, and the corporation shall have no liability under this Article
VII to any insurer or any person, corporation, partnership, association, trust
or other entity (other than the heirs, executors or administrators of any person
otherwise entitled to indemnification pursuant to the provisions of this Article
VII) by reason of subrogation, assignment or succession by any other means to
the claim of any person to indemnification hereunder.
Section 7.08 Indemnification for Past Directors. Indemnification as
provided in this section shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 7.09 Affiliates. For the purposes of this Article VII, reference to
"the corporation" shall include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger, as well as
the resulting or surviving corporation, so that any person who is or was a
director, officer, employee or agent of a constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he or she
would if he or she had served the resulting or surviving corporation in the same
capacity.
Section 7.10 Reliance. Each person who shall act as an authorized
representative of the corporation shall be deemed to be doing so in reliance
upon such rights of indemnification as are provided in this Article.
Section 7.11 Fund for Payment of Expenses. The corporation may create a
fund of any nature, which may, but need not be, under the control of a trustee,
or otherwise may secure in any manner its indemnification obligations, whether
arising hereunder, under the Articles, of Incorporation by agreement, vote of
shareholders or directors, or otherwise.
Section 7.12 Amendments. The provisions of this Article VII relating to
indemnification and to the advancement of expenses shall constitute a contract
between the corporation and each of its directors and officers which may be
modified as to any director or officer in a manner that is adverse to such
director or officer only with that person's consent or as specifically provided
in this section. Notwithstanding any other provision of these bylaws relating to
their amendment generally, any repeal or amendment of this Article VII which is
adverse to any director or officer shall apply to such director or officer only
on a prospective basis, and shall not limit the rights of a director or officer
to indemnification or to the advancement of expenses with respect to any action
or failure to act occurring prior to the time of such repeal or amendment.
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ARTICLE VIII
MISCELLANEOUS
-------------
Section 8.01 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may designate from time to time.
Section 8.02 Dividends. The board of directors, at any regular or special
meeting thereof, subject to any restrictions contained in the Articles of
Incorporation, may declare and pay dividends upon the shares of the
corporation's stock in cash, property or the corporation's shares in accordance
with the Florida Business Corporation Act.
Section 8.03 Deposits. All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such financial institutions or
other depositories as the board of directors may approve or designate.
Section 8.04 Fiscal Year. The fiscal year of the corporation shall end on
the 31st day of March, or as otherwise determined by the board of directors.
Section 8.05 Severability. The provisions of these bylaws shall be
separable each from any and all other provisions of these bylaws, and if any
such provision shall be adjudged to be invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision thereof, or the powers
granted to this corporation by the Articles of Incorporation or these bylaws.
ARTICLE IX
AMENDMENTS
----------
Section 9.01 Amendments to the Bylaws. Except as specifically set forth
elsewhere herein or in the Articles of Incorporation, the board of directors may
amend or repeal these bylaws. The shareholders entitled to vote thereon may
amend or repeal these bylaws even though the bylaws may also be amended or
repealed by the board of directors.
Adopted: May 3, 2000
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