EXHIBIT 3.5
BYLAWS
OF
NEPTUNE SOCIETY, INC.
ARTICLE I.
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of the corporation
in Florida shall be that set forth in the articles of incorporation or in the
most recent amendment of the articles of incorporation or resolution of the
directors filed with the secretary of state of Florida changing the registered
office.
Section 1.02. Other Offices. The corporation may have such other offices,
within or without the state of Florida, as the directors shall, from time to
time, determine.
Section 1.03. Corporate Seal. The corporation shall have no seal.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise by
the Florida Business Corporation Act, meetings of the shareholders may be held
at any place, within or without the state of Florida, as may from time to time
be designated by the directors and, in the absence of such designation, shall be
held at the principal corporate office of the corporation in the state of
Florida. The directors shall designate the time of day for each meeting and, in
the absence of such designation, every meeting of shareholders shall be held at
eleven o=clock a.m.
Section 2.02. Regular Meetings.
(a) A regular meeting of the shareholders shall be held on such date as the
board of directors shall by resolution establish.
(b) At a regular meeting the shareholders, voting as provided in the
articles of incorporation and these bylaws shall designate the number of
directors to constitute the board of directors (subject to the authority of the
board of directors thereafter to increase or decrease the number of directors as
permitted by law), shall elect qualified successors for directors who serve for
an indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting, and shall transact such other business as
may properly come before them.
Section 2.03. Special Meetings. Special meetings of the shareholders may be
held at any time and for any purpose and may be called by the chief executive
officer, the chief financial officer, two or more directors or by a shareholder
or shareholders holding 10% or more of the voting power of all shares entitled
to vote, except that a special meeting for the purpose of
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considering any action to directly or indirectly facilitate or affect a business
combination, including any action to change or otherwise affect the composition
of the board of directors for that purpose, must be called by 25% or more of the
voting power of all shares entitled to vote. A shareholder or shareholders
holding the requisite percentage of the voting power of all shares entitled to
vote may demand a special meeting of the shareholders by written notice of
demand given to the chief executive officer or chief financial officer of the
corporation and containing the purposes of the meeting. Within 30 days after
receipt of demand by one of those officers, the board of directors shall cause a
special meeting of shareholders to be called and held on notice no later than 90
days after receipt of the demand, at the expense of the corporation. Special
meetings shall be held on the date and at the time and place fixed by the chief
executive officer or the board of directors, except that a special meeting
called by or at demand of a shareholder or shareholders shall be held in the
county where the principal executive office is located. The business transacted
at a special meeting shall be limited to the purposes as stated in the notice of
the meeting.
Section 2.04. Quorum, Adjourned Meetings. The holders of one-third of the
shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, the meeting may be adjourned from time to time without
notice other than announcement at the time of adjournment of the date, time and
place of the adjourned meeting. If a quorum is present, a meeting may be
adjourned from time to time without notice other than announcement at the time
of adjournment of the date, time and place of the adjourned meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
that might have been transacted at the meeting as originally noticed. If a
quorum is present when a meeting is convened, the shareholders present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders originally present to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the articles of incorporation or statutes
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder=s name on the books of the corporation. Jointly
owned shares may be voted by any joint owner unless the corporation receives
written notice from any one of them denying the authority of that person to vote
those shares. Upon the demand of any shareholder, the vote upon any question
before the meeting shall be by ballot. All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the
articles of incorporation, or these bylaws. For purposes of these bylaws, no
shareholders owning shares of non-voting common stock of the corporation shall
be entitled to vote.
Section 2.06. Record Date. The board of directors may fix a date, not
exceeding 70 days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, such meeting, notwithstanding any transfer of shares on the books of
the corporation after any record date so fixed. If the board of directors fails
to fix a record date for determination of the shareholders entitled to notice
of, and
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to vote at, any meeting of shareholders, the record date shall be the twentieth
day preceding the date of such meeting.
Section 2.07. Notice of Meetings. There shall be mailed to each shareholder
shown by the books of the corporation to be a holder of record of voting shares,
at his or her address as shown by the books of the corporation, a notice setting
out the time and place of each regular meeting and each special meeting, except
(unless otherwise provided in Section 2.04 hereof) where the meeting is an
adjourned meeting and the date, time and place of the meeting were announced at
the time of adjournment, which notice shall be mailed at least 10 days but not
more than 60 days prior thereto (unless otherwise provided in Section 2.04
hereof). Every notice of any special meeting called pursuant to Section 2.03
hereof shall state the purpose or purposes for which the meeting has been
called, and the business transacted at all special meetings shall be confined to
the purposes stated in the notice. The written notice of any meeting at which a
plan of merger or exchange is to be considered shall so state such as a purpose
of the meeting. A copy or short description of the plan of merger or exchange
shall be included in or enclosed with such notice.
Section 2.08. Waiver of Notice. Notice of any regular or special meeting
may be waived by any shareholder either before or after such meeting, in
writing, signed by such shareholder or a representative entitled to vote the
shares of such shareholder. A shareholder, by his or her attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 2.09. Written Action. Any action that may be taken at a meeting of
the shareholders may be taken without a meeting if done in writing and signed by
all of the shareholders entitled to vote on that action.
ARTICLE III.
DIRECTORS
Section 3.01. General Powers. The business and affairs of the corporation
shall be managed by or under the authority of the board of directors, except as
otherwise permitted by statute.
Section 3.02. Number, Qualification and Term of Office. The number of
directors shall be increased or decreased from time to time by resolution of the
board of directors or the shareholders. Directors need not be shareholders. Each
of the directors shall hold office until the regular meeting of shareholders
next held after such director=s election and until such director's successor
shall have been elected and shall qualify, or until the earlier death,
resignation, removal, or disqualification of such director.
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Section 3.03. Board Meetings. Meetings of the board of directors may be
held from time to time at such time and place within or without the state of
Florida as may be designated in the notice of such meeting.
Section 3.04. Calling Meetings; Notice. Meetings of the board of directors
may be called by the chairman of the board by giving at least 24 hours= notice,
or by any other director by giving at least five days= notice, of the date, time
and place thereof to each director by mail, telephone, facsimile, telegram or in
person. If the day or date, time and place of a meeting of the board of
directors has been announced at a previous meeting of the board, no notice is
required. Notice of an adjourned meeting of the board of directors need not be
given other than by announcement at the meeting at which adjournment is taken.
Section 3.05. Waiver of Notice. Notice of any meeting of the board of
directors may be waived by any director either before or after such meeting
orally or in a writing signed by such director. A director, by his or her
attendance at any meeting of the board of directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.
Section 3.06. Quorum. A majority of the directors holding office
immediately prior to a meeting of the board of directors shall constitute a
quorum for the transaction of business at such meeting.
Section 3.07. Absent Directors. A director may give advance written consent
or opposition to a proposal to be acted on at a meeting of the board of
directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 3.08. Conference Communications. Any or all directors may
participate in any meeting of the board of directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, the directors
participating pursuant to this Section 3.08 shall be deemed present in person at
the meeting; and the place of the meeting shall be the place of origination of
the conference telephone conversation or other comparable communication
technique.
Section 3.09. Vacancies; Newly Created Directorships. Vacancies on the
board of directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the board although less than a
quorum; newly created directorships resulting from an increase in the authorized
number of directors by action of the board of directors as permitted by Section
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3.02 may be filled by a majority vote of the remaining directors serving at the
time of such increase although less than a quorum; and each director elected
pursuant to this Section 3.09 shall be a director until such director=s
successor is elected by the shareholders at their next regular or special
meeting.
Section 3.10. Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors except, as otherwise provided by the Florida Business Corporation Act,
Section 607.0808, as amended, when the shareholders have the right to cumulate
their votes. A director named by the board of directors to fill a vacancy may be
removed from office at any time, with or without cause, by the affirmative vote
of the remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal. In the event that the entire board or any one or more directors be
so removed, new directors may be elected at the same meeting.
Section 3.11. Committees. A resolution approved by the affirmative vote of
a majority of the board of directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the board of
directors, except as provided by the Florida Business Corporation Act, Section
607.0825.
A majority of the members of the committee present at a meeting is a quorum
for the transaction of business, unless a larger or smaller proportion or number
is provided in a resolution approved by the affirmative vote of a majority of
the directors present.
Section 3.12. Written Action. Any action that might be taken at a meeting
of the board of directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by all of the directors or
committee members, unless the articles provide otherwise and the action need not
be approved by the shareholders.
Section 3.13. Compensation. Directors who are not salaried officers of this
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum as shall be determined from time to time by resolution of the board
of directors. The board of directors may by resolution provide that all
directors shall receive their expenses, if any, of attendance at meetings of the
board of directors or any committee thereof. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.
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ARTICLE IV.
OFFICERS
Section 4.01. Number. The officers of the corporation shall consist of a
chairman of the board (if one is elected by the board), a chief executive
officer, a president, one or more vice presidents (if desired by the board), a
treasurer, a secretary (if one is elected by the board) and such other officers
and agents as may from time to time be elected by the board of directors. Any
number of offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualifications. The board of
directors shall elect or appoint, by resolution approved by the affirmative vote
of a majority of the directors present, from within or without their number, the
president, treasurer and such other officers as may be deemed advisable, each of
whom shall have the powers, rights, duties, responsibilities and terms in office
provided for in these bylaws or a resolution of the board of directors not
inconsistent with these bylaws. The president and all other officers who may be
directors shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their directorship.
Section 4.03. Removal and Vacancies. Any officer may be removed from his or
her office by the board of directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy in an office of the corporation by
reason of death, resignation or otherwise, such vacancy shall be filled for the
unexpired term by the board of directors.
Section 4.04. Chairman of the Board. The chairman of the board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
board of directors.
Section 4.05. Chief Executive Officer. The chief executive officer shall
have general active management of the business of the corporation. In the
absence of the chairman of the board, the chief executive officer shall preside
at all meetings of the shareholders and directors. He or she shall see that all
orders and resolutions of the board of directors are carried into effect. He or
she shall execute and deliver, in the name of the corporation, any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the corporation unless the authority to execute and deliver is required by law
to be exercised by another person or is expressly delegated by the articles or
bylaws or by the board of directors to some other officer or agent of the
corporation. He or she shall maintain records of and, whenever necessary,
certify all proceedings of the board of directors and the shareholders and, in
general, shall perform all duties usually incident to the office of the
president. He or she shall have such other duties as may from time to time be
prescribed by the board of directors.
Section 4.06. President. The president shall assist the chief executive
officer and shall have such powers and shall perform such duties as may be
delegated or prescribed by the
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board of directors or the chief executive officer, including, without
limitation, the power to execute share certificates issued by the corporation.
Section 4.07. Vice President. Each vice president, if one or more is
elected, shall have such powers and perform such duties as prescribed by the
board of directors, the chief executive officer or the president. In the event
of the absence or disability of the president, the vice president(s) shall
succeed to the president=s power and duties in the order designated by the board
of directors.
Section 4.08. Secretary. The secretary, if one is elected, shall be
secretary of and attend all meetings of the shareholders and board of directors
and shall record all proceedings of such meetings in the minute book of the
corporation. He or she shall give proper notice of meetings of shareholders and
directors and shall perform such other duties as may from time to time be
prescribed by the board of directors, the president or the chief executive
officer.
Section 4.09. Treasurer. The treasurer shall be the chief financial officer
and shall keep accurate financial records for the corporation. He or she shall
deposit all moneys, drafts and checks in the name of, and to the credit of, the
corporation in such banks and depositories as the board of directors shall, from
time to time, designate. He or she shall have power to endorse, for deposit, all
notes, checks and drafts received by the corporation. He or she shall disburse
the funds of the corporation, as ordered by the board of directors, making
proper vouchers therefor. He or she shall render to the president and the
directors, whenever requested, an account of all his or her transactions as
treasurer and of the financial condition of the corporation, and shall perform
such other duties as may from time to time be prescribed by the board of
directors or by the president.
Section 4.10. Compensation. The officers of the corporation shall receive
such compensation for their services as may be determined from time to time by
resolution of the board of directors.
ARTICLE V.
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. All shares of the corporation shall
be certificated shares. Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
board of directors, certifying the number of shares of the corporation owned by
such shareholder. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed in the name of the
corporation by the chief executive officer (or the president, if the chief
executive officer delegates such authority) and by the secretary or an assistant
secretary or by such officers as the board of directors may designate. If the
certificate is signed by a transfer agent or registrar, such signatures of the
corporate officers may be by facsimile if authorized by the board of directors.
Every certificate surrendered to the corporation for exchange or transfer shall
be canceled, and no
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new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 5.04.
Section 5.02. Issuance of Shares. The board of directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the articles of incorporation in such amounts as may be determined by the board
of directors and as may be permitted by law. Shares may be issued for any
consideration, including, without limitation, in consideration of cash or other
property, tangible or intangible, received or to be received by the corporation
under a written agreement, of services rendered or to be rendered to the
corporation under a written agreement, or of an amount transferred from surplus
to stated capital upon a share dividend. At the time of approval of the issuance
of shares, the board of directors shall state by resolution its determination of
the fair value to the corporation in monetary terms of any consideration other
than cash for which shares are to be issued.
Section 5.03. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
the shareholder=s legal representative or the shareholder=s duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat as the absolute owner of shares of the
corporation the person or persons in whose name shares are registered on the
books of the corporation.
Section 5.04. Loss of Certificates. Any shareholder claiming a certificate
for shares to be lost, stolen or destroyed shall make an affidavit of that fact
in such form as the board of directors shall require and shall, if the board of
directors so requires, give the corporation a bond of indemnity in form, in an
amount and with one or more sureties satisfactory to the board of directors, to
indemnify the corporation against any claim that may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
ARTICLE VI.
DISTRIBUTIONS, RECORD DATE
Section 6.01. Distributions. Subject to the provisions of the articles of
incorporation, of these bylaws and of law, the board of directors may authorize
and cause the corporation to make distributions whenever, and in such amounts or
forms as, in its opinion are deemed advisable.
Section 6.02. Record Date. Subject to any provisions of the articles of
incorporation, the board of directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any distribution as the record date
for the determination of the shareholders entitled to receive payment of the
distribution and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such distribution notwithstanding any
transfer of shares on the books of the corporation after the record date.
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ARTICLE VII.
BOOKS AND RECORDS, FISCAL YEAR
Section 7.01. Share Register. The board of directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
(a) a share register not more than one year old, containing the names and
addresses of the shareholders and the number and classes of shares
held by each shareholder; and
(b) a record of the dates on which certificates or transaction statements
representing shares were issued.
Section 7.02. Other Books and Records. The board of directors shall cause
to be kept at its principal executive office or, if its principal executive
office is not in Florida, shall make available at its Florida registered office
within five days after receipt by an officer of the corporation of a written
demand for them made by a shareholder or other person authorized by the Florida
Business Corporation Act, Section 607.1602, originals or copies of:
(a) its articles or restated articles of incorporation and all amendments
currently in effect;
(b) its bylaws or restated bylaws and all amendments currently in effect;
(c) resolutions adopted by the board of directors creating one or more
classes or series of shares and fixing the relative rights,
preferences, and limitations, if shares issued pursuant to the
resolutions are still outstanding;
(d) minutes of all shareholder meetings and records of all action taken by
the shareholders without a meeting within the last three years;
(e) written communication to all shareholders generally or to all
shareholders of a class or series within the last three years,
including the financial statements furnished for the last three years
required by the Florida Business Corporation Act, Section 607.1620;
(f) a list of the names and business street addresses of its current
directors and officers; and
(g) its most recent annual report delivered to the Department of State
pursuant to Florida Business Corporation Act, Section 607.1622.
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Section 7.03. Fiscal Year. The fiscal year of the corporation shall be
determined by the board of directors.
ARTICLE VIII.
LOANS, GUARANTEES
Section 8.01. The corporation may lend money to, guarantee an obligation of
or otherwise financially assist any officer, director or employee of the
corporation or of a subsidiary if the transaction, or a class of transactions to
which the transaction belongs, is approved by the affirmative vote of a majority
of the directors present, and if the transaction:
(a) is in the usual and regular course of business of the corporation;
(b) is with, or for the benefit of, a related corporation, an organization
in which the corporation has a financial interest, an organization
with which the corporation has a business relationship, or an
organization to which the corporation has the power to make donations;
(c) is with, or for the benefit of, an officer or other employee of the
corporation or a subsidiary, including an officer or employee who is a
director of the corporation or a subsidiary, and may reasonably be
expected, in the judgment of the board, to benefit the corporation; or
(d) has been approved by (1) the holders of two-thirds of the voting power
of the shares entitled to vote that are owned by persons other than
the interested person or persons, or (2) the unanimous affirmative
vote of the holders of all outstanding shares whether or not entitled
to vote.
Such loan, guarantee or other financial assistance may be with or without
interest and may be unsecured, or may be secured in the manner as a majority of
the directors present approve, including, without limitation, a pledge of or
other security interest in shares of the corporation. Nothing in this section
shall be deemed to deny, limit or restrict the powers of guaranty, surety or
warranty of the corporation at common law or under a statute of the state of
Florida.
ARTICLE IX.
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. The corporation shall indemnify all officers and directors of
the corporation for such expenses and liabilities, in such manner, under such
circumstances and to such extent as permitted by the Florida Business
Corporation Act, Section 607.0850, as now enacted or hereafter amended. Unless
otherwise approved by the board of directors, the corporation shall not
indemnify any employee of the corporation who is not otherwise entitled to
indemnification pursuant to this Section 9.01.
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ARTICLE X.
AMENDMENTS
Section 10.01. These bylaws may be amended or altered by a vote of the
majority of the whole board of directors at any meeting. Such authority of the
board of directors is subject to the power of the shareholders, exercisable in
the manner provided in the Florida Business Corporation Act, Section 607.1020,
to adopt, amend or repeal bylaws adopted, amended or repealed by the board of
directors.
ARTICLE XI.
SECURITIES OF OTHER CORPORATIONS
Section 11.01. Voting Securities Held by the Corporation. Unless otherwise
ordered by the board of directors, the president and chief executive officer
shall have full power and authority on behalf of the corporation (a) to attend
any meeting of security holders of other corporations in which the corporation
may hold securities and to vote such securities on behalf of this corporation;
(b) to execute any proxy for such meeting on behalf of the corporation; or (c)
to execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation. At such meeting, the president shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities that the corporation possesses. The board of directors may from time
to time grant such power and authority to one or more other persons and may
remove such power and authority from the president or any other person or
persons.
Section 11.02. Purchase and Sale of Securities. Unless otherwise ordered by
the board of directors, the president and chief executive officer shall have
full power and authority on behalf of the corporation to purchase, sell,
transfer or encumber any and all securities of any other corporation owned by
the corporation, and may execute and deliver such documents as may be necessary
to effectuate such purchase, sale, transfer or encumbrance. The board of
directors may from time to time confer like powers upon any other person or
persons.
Adopted: September 30, 1999
/s/ Suzanne Wood
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Suzanne Wood, Secretary
