BY-LAWS OF
PROVENCE CAPITAL CORPORATION, INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established and
maintained at 22154 Martella Avenue
the City of Boca Raton in County of Palm Beach State of Florida. The
corporation may also have offices at such places within or without the State of
Florida as the Board may from time to time establish.
ARTICLE II - STOCKHOLDERS
1. PLACE OF MEETINGS
Meetings of the stockholders shall be held at the principal office of the
corporation or at such place within or without the State of Florida as the Board
shall authorize.
2. ANNUAL MEETING
The annual meeting of stockholders shall be held on the
day of , at M. in each
year; however; if such day falls on a Sunday or a legal holiday, then on the
next business day following at the same time, the stockholders shall elect a
Board of Directors and transact such other business as may properly come before
the meeting.
3. SPECIAL MEETINGS
Special meetings of the stockholders may be called by the Board or by the
president or at the written request of stockholders owning a majority of the
stock entitled to vote at such meeting. A meeting requested by the stockholders
shall be called for a date not less than ten nor more than sixty days after a
request is made. The secretary shall issue the call for the meeting unless the
president; the Board or the stockholders shall designate another to make said
call.
4. NOTICE OF MEETINGS
Written Notice of each meeting of stockholders shall state the purpose of the
meeting and the time and place of the meeting. Notice shall be mailed to each
stockholder having the right and entitled to vote at such meetings. at his last
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date set for such meeting. Such notice shall be
sufficient for the meeting and any adjournment thereof. If any stockholder
shall transfer their stock after notice, it shall not be necessary to notify the
transferee. Any stockholder may waive notice of any meeting either before,
during or after the meeting.
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5. RECORD DATE
The Board may fix a record date not more than forty days prior to the date set
for a meeting of stockholders as the date as of which the stockholders of record
who have the right to and are entitled to notice of and to vote at such meeting
and any adjournment thereof shall be determined. Notice that such date has been
fixed may be published in the city, town or county where the principal office of
the corporation is located and in each city or town where a transfer agent of
the stock of the corporation is located.
6. VOTING
Every stockholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share of voting stock recorded In
the stockholder's name on the books of the corporation on the record date as
fixed by the Board. If no record date was fixed, on the date of the meeting the
book of records of stockholders shall be produced at the meeting upon the
request of any stockholder. Upon demand of any stockholder the vote for
Directors and the vote upon any question before the meeting, shall be by ballot.
All elections for Directors shall be decided by plurality vote; all other
questions shall be decided by majority vote.
7. QUORUM
The presence, in person or by proxy, of stockholders holding a majority of the
stock of the corporation entitled to vote shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote be
represented any business may be transacted which might have been transacted at
the meeting as originally noticed; but only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
8. PROXIES
At any stockholders' meeting or any adjournment thereof, any stockholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
three years from the date of the instrument unless the instrument provides for a
longer period. In the event that any such instrument provides for two or more
persons to act as proxies, a majority of such persons present at the meeting, or
if only one be present, that one, shall have all the powers conferred by the
instrument upon all persons so designated unless the instrument shall otherwise
provide.
9. STOCKHOLDER LIST
After fixing a record date for a meeting, the corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting. Such list shall be arranged by voting group
with the names and addresses of, and the number and class and
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series if any, of shares held by each. This list shall be available for
inspection by any shareholder for a period of ten days prior to the meeting.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its corporate powers
exercised by a Board of Directors each of whom shall be of full age. It shall
not be necessary for Directors to be stockholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of stockholders and each
Director elected shall hold office until his successor has been elected and
qualified, or until the Director's prior resignation or removal.
3. VACANCIES
If the office of any Director, member of a committee or other office becomes
vacant the remaining Directors in office, by a majority vote, may appoint any
qualified person to fill such vacancy, who shall hold office for the unexpired
term and until a successor shall be duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or without cause by vote of a
majority of all the stock outstanding and entitled to vote at a special meeting
of stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS
The number of Directors may be increased by amendment of these By-laws by the
affirmative vote of a majority of the Directors, though less than a quorum or,
by the affirmative vote of a majority in interest of the stockholders, at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.
6. RESIGNATION
A Director may resign at any time by giving written notice to the Board, the
president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the Board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
7. QUORUM OF DIRECTORS
A majority of the Directors shall constitute a quorum for the transaction of
business. If at any meeting of the Board there shall be less than a
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quorum present, a majority of those present may adjourn the meeting until a
quorum is obtained and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the corporation or at such
other places either within or without the State of Florida as it may from time
to time determine.
9. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held immediately following the
annual meeting of the stockholders at the place of such annual meeting of
stockholders.
10. NOTICE OF MEETINGS OF THE BOARD
Regular meetings of the Board may be held without notice at such time and place
as it shall from time to time determine. Special meetings Of the Board shall be
held upon notice to the Directors and may be called by the president upon three
days notice to each Director either personally or by mail or by wire; special
meetings shall be called by the president or by the secretary in a like manner
on written request of two Directors. Notice of a meeting need not be given to
any Director who submits a Waiver of Notice whether before or after the meeting
or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.
11. EXECUTIVE AND OTHER COMMITTEES
The Board. by resolution, may designate two or more of their number to one or
more committees, which, to the extent provided in said resolution or these
By-laws may exercise the powers of the Board In the management of the business
of the corporation.
12. COMPENSATION
No compensation shall be paid to Directors, as such for their services, but by
resolution of the Board a fixed sum and expenses for actual attendance, at each
regular or special meeting of the Board may be authorized. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefore.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM
A. The Board may elect or appoint a chairman, a president,
one or more vice-presidents, a secretary, an assistant
secretary, a treasurer and an assistant treasurer and such
other officers as it may deter-
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mine who shall have duties and powers as hereinafter
provided.
B. All officers shall be elected or appointed to hold office
until the meeting of the Board following the next annual
meeting of stockholders and until their successors have been
elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
A. Any officer elected or appointed by the Board may be
removed by the Board with or without cause.
B. In the event of the death, resignation or removal of an
officer, the Board in its discretion may elect or appoint a
successor to fill the unexpired term.
C. Any two or more offices may be held by the same person.
D. The salaries of all officers shall be fixed by the Board.
E. The Directors may require any officer to give security
for the faithful performance of his duties.
3. CHAIRMAN
The chairman of the Board, if one be elected, shall preside at all meetings of
the Board and shall have and perform such other duties from time to time as may
be assigned to him by the Board or the executive committee.
4. PRESIDENT
The president shall be the chief executive officer of the corporation and shall
have the general powers and duties of supervision and management usually vested
in the office of the president of the corporation. The president shall preside
at all meetings of the stockholders if present thereat, and in the absence or
non-election of the chairman of the Board, at all meetings of the Board, and
shall have general supervision direction and control of the business of the
corporation. Except as the Board shall authorize the execution thereof in some
other manner, the president shall execute bonds, mortgages and other contracts
in behalf of the corporation and shall cause the seal to be affixed to any
instrument requiring it and when so affixed, the seal shall be attested by the
signature of the secretary or the treasurer or an assistant secretary or an
assistant treasurer.
5. VICE-PRESIDENTS
During the absence or disability of the president, the vice-president, or if
there be more than one, the executive vice-president, shall have all the powers
and functions of the president. Each vice-president shall perform such other
duties as the Board shall prescribe.
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6. SECRETARY
The secretary shall attend all meetings of the Board and of the stockholders,
record all votes and minutes of all proceedings in a book to be kept for that
purpose, give or cause to be given notice of all meetings of stockholders and of
meetings and special meetings of the Board, keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by the Board or the
president, when required, prepare or cause to be prepared and available at each
meeting of stockholders a certified list in alphabetical order of the names of
stockholders entitled to vote thereat, indicating the number of shares of each
respective class held by each, keep all the documents and records of the
corporation as required by law or otherwise in a proper and safe manner, and
perform such other duties as may be prescribed by the Board or assigned by the
president.
7. ASSISTANT-SECRETARIES
During the absence or disability of the secretary, the assistant-secretary, or
if there are more than one, the one so designated by the secretary or by the
Board, shall have all the powers and functions of the secretary.
8. TREASURER
The treasurer shall have the custody of the corporate funds and securities, keep
full and accurate accounts of receipts and disbursements in the corporate books,
deposit all money and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board, disburse the
funds of the corporation as may be ordered or authorized by the Board and
preserve proper vouchers for such disbursements, render to the president and
Board at the regular meetings of the Board, or whenever they require it, an
account of all the transactions made as treasurer and of the financial condition
of the corporation. The treasurer shall also render a full financial report at
the annual meeting of the stockholders if so requested. The treasurer may
request and shall be furnished by all corporate officers and agents with such
reports and statements as the treasurer may require as to all financial
transactions of the corporation, and perform such other duties as are designated
by these By-laws or as from time to time are assigned by the Board of Directors.
9. ASSISTANT-TREASURERS
During the absence or disability of the treasurer, the assistant-treasurer, or
if there be more than one, the one so designated by the treasurer or the Board,
shall have all the powers and functions of the treasurer.
10. SURETIES AND BONDS
In case the Board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety, or
sureties as the Board may direct, conditioned upon the faithful performance of
duties to the corporation and including responsibility for negligence and
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for the accounting of all property, funds or securities of the corporation
which the officer or agent may be responsible for.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES
The shares of the corporation shall be represented by certificates. They shall
be numbered and entered in the books of the corporation as they are issued.
They shall exhibit the holder's name, the number of shares and shall be signed
by the president and secretary and shall bear the corporate seal. When such
certificates are signed by the transfer agent or an assistant transfer agent or
by a transfer clerk acting on behalf of the corporation and a registrar, the
signatures of such officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates to be issued in place of
any certificates theretofore issued by the corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed. When authorizing such issue
of a new certificate or certificates the Board may, in its discretion as a
condition preceding the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or the owner's legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum and with such surety or sureties as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
3. TRANSFER OF SHARES
Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office. Whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer ledger. No transfer shall be made
within ten days next preceeding the annual meeting of the stockholders.
4. CLOSING TRANSFER BOOKS
The Board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (a) any stockholder's meeting, or (b) any date upon which
stockholders shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a
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dividend or any other form of distribution, and only those stockholders of
record at the time the transfer books are closed, shall be recognized as such
for the purpose of (a) receiving notice of or voting at such meeting or (b)
allowing them to take appropriate action, or (c) entitling them to receive any
dividend or other form of distribution.
ARTICLE VI- DIVIDENDS
The Board may out of funds legally available, at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and when it deems
expedient. Before declaring any dividend there may be set apart out of any
funds of the corporation available for dividends, such sum or sums as the Board
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the Board shall deem conducive to the interest of the corporation.
ARTICLE VII- CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
FLORIDA". The seal may be used by causing it to be stamped or impressed directly
on the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation. and in such
manner as shall be determined from time to time by resolution of the Board.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin on the first day of each year.
ARTICLE X - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in a post office box in a
sealed postage-paid wrapper, addressed to the person entitled thereto at the
last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders
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not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by Statute.
Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Articles of Incorporation of the corporation
or these By-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE XI- CONSTRUCTION
Whenever a conflict arises between the language of these By-laws and the
Articles of Incorporation the Articles of Incorporation shall govern.
ARTICLE XII - CLOSE CORPORATION
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Any action of the stockholders, Directors or committee may be taken without a
meeting if consent in writing, setting forth the action so taken, shall be
signed by all persons who would be entitled to vote on such action at a meeting
and filed with the secretary of the corporation as part of the proceedings of
the stockholders, Director or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDERS
In the event the stockholders are named in the Articles of Incorporation and are
empowered therein to manage the affairs of the corporation in lieu of Directors,
the stockholders of the corporation shall be deemed Directors for the purposes
of these By-laws and wherever the words "Directors", "Board of Directors" or
"Board" appear in these By-laws those words shall be taken to mean stockholders.
The stockholders may, by majority vote, create a board of Directors to manage
the business of the corporation and exercise its corporate powers.
ARTICLE XIII - AMENDMENTS
These By-laws may be altered or repealed and By-laws may be made at any annual
meeting of the stockholders or at any special meeting thereof if notice of the
proposed alteration or repeal to be made contained In the notice of such special
meeting by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made
is contained in the notice of such special meeting.
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ARTICLE XIV - EMERGENCY BY-LAWS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Pursuant to Florida Statute 607.0207 the corporation adopts the following
By-laws which shall be effective only if a quorum of the Directors of the
corporation cannot be readily assembled because of some catastrophic event.
2. CALLING A MEETING
In the event of such catastrophic event, any member of the Board. of Directors
shall be authorized to call a meeting of the Board of Directors. Such member
calling an emergency meeting shall use any means of communication at their
disposal to notify all other members of the Board of such meeting.
3. QUORUM
Any one member of the Board of Directors shall constitute a quorum of the Board
of Directors. The members of the Board of Directors meeting during such an
emergency, may select any person or persons as additional Board members,
officers or agents of the corporation.
4. INDEMNIFICATION
The members of such emergency Board of Directors are authorized to utilize any
means at their disposal to preserve and protect the assets of the corporation.
Any action taken in good faith and acted upon in accordance with these By-laws
shall bind the corporation; and the corporation shall hold harmless any
Director, officer, employee or agent who undertakes an action pursuant to these
By-laws.
5. TERMINATION OF EMERGENCY BY-LAWS
These emergency By-laws shall not be effective at the end of the emergency
period.
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