BY-LAWS
-------
OF
--
TRINITY MEDICAL GROUP USA, INC.
-------------------------------
A Florida Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Florida shall be
located in the City and State designated in the Certificate of Incorporation.
The Corporation may also maintain offices at such other places within or without
the United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings: (Section 607.0701*)
----------------------------
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors, at the place fixed, from time
to time, by the Directors.
Section 2 - Special Meetings: (Section 607.0702)
----------------------------
Special meetings of the shareholders shall be held within or without the State
of Florida. Such meetings may be called at any time by the Board of Directors or
by the President, and shall be called by the President or the Secretary at the
written request of the holders not less than ten per cent (10%) (this percentage
may be raised up to 50% if provided for in the Articles of Incorporation of the
Corporation), of the shares then outstanding and entitled to vote thereat.
Section 3 - Court-ordered Meeting: (Section 607.0703)
----------------------------------
--------
* Unless otherwise stated in these bylaws, all references to Sections
refer to those sections contained in the Florida Title 18 of the
Florida Business Corporations Act.
1
<PAGE>
The circuit court of the circuit in this State where the Corporation's principal
office is located, or where the Corporation's registered office is located if
its principal office is not located in this State, may, after notice to the
Corporation, order a meeting to be held:
(a) On application of any shareholder of the Corporation entitled to vote in an
annual meeting if an annual meeting has not been held within any thirteen month
period; or
(b) On application of a shareholder who signed a demand for a special meeting as
provided for under Section 2 of these Bylaws if the special meeting was not held
in accordance with the notice.
The court may fix the time and place of the meeting, determine the shares
entitled to participate in the meeting, specify a record date for determining
shareholders entitled to notice of and to vote at the meeting, prescribe the
form and content of the meeting notice, and enter other orders as may be
appropriate.
Section 4 - Place of Meetings: (Section 607.0701 & 607.0702)
------------------------------
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Florida as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's principal office in the state of Florida.
Section 5 - Notice of Meetings: (Section 607.0705)
-------------------------------
(a) Written or printed notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by first class mail (other than first-class mail may be
used to mail any notice so long as such notice is mailed at least thirty days
before the meeting), by or at the direction of the president, the secretary, or
the officer or the person calling the meeting, not less than ten or more than
sixty days before the date of the meeting, unless the lapse of the prescribed
time shall have been waived before or after the taking of such action, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. Notice of a
special meeting shall also state the business to be transacted or the purpose or
purposes for which the meeting is called, and shall indicate that it is being
issued by, or at the direction of, the person or persons calling the meeting.
If, at any meeting, action is proposed to be taken that would, if taken, entitle
shareholders to dissent and receive payment for their shares pursuant to the
Florida Business Corporation Act, the notice of such meeting shall include a
statement of that purpose and to that effect. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
shareholder as it appears on the share transfer records of the corporation,
unless s/he shall have previously filed with the Secretary of the Corporation a
written request that notices intended for her/him be mailed to some other
2
<PAGE>
address, in which case, it shall be mailed to the address designated in such
request, with the postage thereon prepaid.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, without
protesting the lack of notice thereof, or to any shareholder who, in person or
by proxy, submits a signed waiver of notice either before or after such meeting.
Notice of any adjourned meeting of shareholders need not be given, unless
otherwise required by law.
Section 6 - Waiver of Notice of Meeting: (Section 607.0706)
----------------------------------------
(a) Whenever any notice is required by law, the Articles of Incorporation of the
Corporation or these Bylaws, a shareholder may waive such notice before or after
the date and time stated in the notice, so long as such waiver is written,
signed by the shareholder entitled to such notice, and delivered to the
Corporation for inclusion in the minutes or filing with the Corporate records.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of the shareholders need be specified in any written waiver of
notice unless so required by the Articles of Incorporation of the Corporation or
these Bylaws.
(b) A shareholder's attendance at a meeting:
(i) shall constitute a waiver of lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or
(ii) shall constitute a waiver of objection to consideration of a
particular matter at a meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
Section 7 - Shareholders' List: (Section 607.0720)
-------------------------------
(a) After fixing a record date for a meeting, a Corporation shall prepare an
alphabetical list of the names of all its shareholders entitled to notice of the
meeting, arranged by voting group with the address of, and the number, class,
and series, if any, of shares held by, each shareholder. The shareholders' list
must be available for inspection by any shareholder for a period of ten days
before the meeting or such shorter time as exists between the record date and
the meeting and continue through the meeting at the Corporation's principal
office, at a place identified in the meeting notice in the city where the
meeting will be held, or at the office of the Corporation's transfer agent or
registrar. Any shareholder of the Corporation or the shareholder's agent or
attorney is entitled on written demand to inspect the shareholders' list during
regular business hours and at the shareholder's expense, during the period it is
available for inspection.
3
<PAGE>
(b) The Corporation shall make the shareholder's list available at the meeting
of shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
(i) If the Corporation refuses to allow a shareholder or his agent or
attorney to inspect the shareholders' list before or at the meeting of
shareholders, and such shareholder is entitled to inspect such shareholders'
list, the meeting shall be adjourned until the demand of such shareholder either
in person or by proxy who failed to get such access, or if not adjourned upon
such demand, the circuit court of the county where the Corporation's principal
office (or if none in this state, its registered office) is located, on
application of the shareholder, may summarily order the inspection or copying at
the Corporation's expense and may postpone the meeting for which such list was
prepared until the inspection or copying is complete.
(ii) A shareholder of the Corporation may not sell or otherwise
distribute any information or records inspected under this section, except the
extent that such use is for a proper purpose as described by law, and any
shareholder who violates this section of these Bylaws shall be subject to a
civil penalty of $5,000.
Section 8 - Quorum: (Section 607.0725)
-------------------
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation of the Corporation, or for meetings ordered by the Superior Court
called pursuant to Section 607.0703 of the Florida Business Corporation Act, a
quorum shall be present at all meetings of shareholders of the Corporation, if
the holders of a majority of the shares entitled to vote on that matter are
represented at the meeting in person or by proxy. When a specified item of
business is required to be voted on by a class or series of stock, a majority of
the shares of such class or series shall constitute a quorum for the transaction
of such item of business by that class or series of stock. The subsequent
withdrawal of any shareholder from the meeting, after the commencement of a
meeting, or the refusal of any shareholder represented in person or by proxy to
vote, shall have no effect on the existence of a quorum, after a quorum has been
established at such meeting.
(b) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
(c) Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
Section 9 - Voting: (Section 607.0721)
-------------------
(a) Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, other than the election of directors or a matter
for which the affirmative vote of
4
<PAGE>
the holders of a specified portion of the shareholder entitled to vote is
required by statute, to be taken by vote of the shareholders, shall be
authorized by an affirmative vote of the majority of shares entitled to vote on
that matter and represented either in person or by proxy at a meeting of
shareholders at which a quorum is present. Unless otherwise provided for in the
Articles of Incorporation of this Corporation, directors will be elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present and each shareholder entitled to vote has
the right to vote the number of shares owned by him for as many persons as there
are directors to be elected.
(b) Except as otherwise provided by statute, the Articles of Incorporation, or
these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
Section 10 - Proxies: (Section 607.0722)
---------------------
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, or by his attorney-in-fact
thereunto duly authorized in writing. Every proxy shall be revocable at will
unless the proxy conspicuously states that it is irrevocable and the proxy is
coupled with an interest. A proxy that is irrevocable under the terms stated in
these Bylaws, becomes revocable when the interest with which it is coupled is
extinguished and when the interest with which it is coupled is either a creditor
of a corporation who extended credit to the Corporation under terms requiring
the irrevocable proxy or an employee of the Corporation whose employment
contract requires the appointment, such proxy becomes revocable three years
after the date of the proxy or at the end of the period, if any, specified
therein, whichever is less, unless the period of irrevocability is renewed from
time to time by the execution of a new irrevocable proxy as provided for by
these Bylaws. A proxy shall not be revoked by the death or incapacity of the
shareholder, but the proxy shall continue to be in force until revoked by the
personal representative or the guardian of the shareholder. The presence at any
meeting of any shareholder who has given a proxy does not revoke the proxy
unless the shareholder files written notice of the revocation with the Secretary
of the meeting prior to the voting the proxy or votes the shares subject to the
proxy by written ballot. A person named in a proxy as the attorney or agent of a
shareholder may, if the proxy so provides, substitute another person to act in
his place, including any other person named as an attorney or agent in the same
proxy. The substitution shall not be effective until an instrument effecting it
is filed with the Secretary of the Corporation. A telegram, telex, cablegram, or
similar transmission by the shareholder, or as a photographic, photostatic,
facsimile, or similar reproduction of a writing executed by the shareholder
shall be treated as a valid proxy. No proxy shall be valid after the expiration
of eleven months from the date of its execution, unless otherwise provided in
the proxy. Such instrument shall be exhibited to the Secretary at the meeting
and shall be filed with the records of the Corporation.
5
<PAGE>
Section 11 - Action Without a Meeting: (Section 607.0704)
--------------------------------------
(a) Unless otherwise provided for in the Articles of Incorporation, action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, without prior notice, and without a vote if the action is
taken by shareholders of each voting group entitled to vote thereon having not
less than the minimum number of votes with respect to each voting group that
would be necessary to authorize or take such action at a meeting at which all
voting groups and shares entitled to vote were present and voted. In order to be
effective, the action must be evidenced by one or more written consents
describing the action taken, dated and signed by the shareholders having the
requisite number of votes of each voting group entitled to vote thereon, and
delivered to the Corporation at its principal office in the State of Florida or
its principal place of business, or to the Secretary or another officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of shareholders are recorded. No written consent shall be effective to take
corporate action unless, within sixty days of the date of the earliest dated
consent delivered in the manner required by this section, written consents
signed by the number of holders required to take action are delivered to the
Corporation.
Any written consent may be revoked before the date that the Corporation receives
the required number of consents to authorize the proposed action. No revocation
is effective unless in writing and until received by the Secretary or other
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. Within ten days after
obtaining authorization by written consent, notice must be given to those
shareholders who have not consented in writing or who are not entitled to vote
on the action. The notice shall fairly summarize the material features of the
authorized action and, if the action is one for which dissenters' rights are
provided for under the Certificate of Incorporation of the Corporation or by
law, the notice shall contain a clear statement of the right of shareholders
dissenting therefrom to be paid the fair value of their shares upon compliance
with applicable law regarding the rights of dissenting shareholders.
(b) A consent signed, as required by this section of these Bylaws, has the
effect of a meeting vote and may be described as such in any document.
(c) Whenever action is taken as provided in this section of these Bylaws, the
written consent of the shareholders consenting thereto or the written reports of
inspectors appointed to tabulate such consents shall be filed with the minutes
of proceedings of shareholders.
ARTICLE III- BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Section 607.0802 &
---------------------------------------------------------
607.0803)
(a) The first Board of Directors and all subsequent Board of the Corporation
shall consist of one director, unless and until otherwise determined by vote of
a majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between
6
<PAGE>
annual and special meetings of the shareholders, to increase or decrease the
number of Directors of the Corporation. A Director must be a natural person 18
years of age or older, but need not be a resident of the State of Florida or
shareholders of the Corporation unless the Certificate of Incorporation of the
Corporation or these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Certificate of Incorporation
of the Corporation or these Bylaws, by a majority of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, or until his prior death, resignation or removal.
Section 2 - Duties and Powers: (Section 607.0801)
------------------------------
The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or reserved to the
shareholders. (Note: If the Corporation has thirty-five or fewer shareholders,
the Articles of Incorporation of the Corporation may, if desired, dispense with
the Board of Directors or limit the authority of the Board of Directors and such
dispensing with or limitation of authority of the Board of Directors stated in
the Articles of Incorporation will be repeated under this section of these
Bylaws.)
Section 3 - Annual Meetings; Notice: (Section 607.0820 & 607.0822)
------------------------------------
(a) An annual meeting of the Board of Directors shall be held either within or
without of the State of Florida at such time and at such place as the Board
shall fix, so long as such meeting immediately follows the annual meeting of the
shareholders and is at the place of such annual meeting of shareholders. In the
absence of the Board fixing such time and place, such meeting shall be held at
noon on the first Tuesday of ___________ (month).
(b) No notice shall be required of any annual meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
annual meeting when such time and place was fixed before such change, notice of
such action shall be given to each Director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
7
<PAGE>
Section 4 - Special Meetings; Notice: (Section 607.0822)
---------------------------------------------
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required by statute, notice of special meetings shall be
mailed directly to each Director, addressed to her/him at her/his residence or
usual place of business, at least two (2) days before the day on which the
meeting is to be held, or shall be sent to her/him at such place by telegram,
radio or cable, or shall be delivered to her/him personally or given to her/him
orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purpose or purposes of the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to her/him, or who submits a signed waiver
of notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
(d) Unless otherwise stated in the Articles of Incorporation of the Corporation,
the Chairperson, President or any two Directors of the Corporation may call any
special meeting of the Board of Directors.
Section 5 - Chairperson:
------------------------
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in her/his absence,
any other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 607.0820 & 607.0824)
-----------------------------------
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation, or these Bylaws. (Note: If
the Articles of Incorporation authorize a quorum to consist of less than a
majority, but no fewer than one-third of the prescribed number of directors as
permitted by law, these Bylaws would state that this lesser amount, instead of a
majority, will constitute a quorum.)
(b) A majority of the Directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice,
8
<PAGE>
whether or not a quorum exists. Notice of such adjourned meeting shall be given
to Directors not present at the time of the adjournment and, unless the time and
place of the adjourned meeting are announced at the time of the adjournment, to
the other Directors who were present at the adjourned meeting.
Section 7 - Manner of Acting: (Section 607.0820, 607.0821 & 607.0824)
-----------------------------
(a) At all meetings of the Board of Directors, each Director present shall have
one vote, irrespective of the number of shares of stock, if any, which she/he
may hold.
(b) Except as otherwise provided by statute, by the Articles of Incorporation,
or these Bylaws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action, by
all of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes and may be stated as such in any certificate or document filed with the
Secretary of the State of Florida. Any action taken without a meeting is deemed
effective when the last director or committee member signs the consent, unless
the consent specified a different effective date for such action.
(d) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
Section 8 - Vacancies: (Section 607.0809)
----------------------
(a) Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a Director
by the shareholders shall be filled by the shareholders at the meeting at which
the removal was effected) or inability to act of any Director, or other case,
shall be filled by an affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose.
(b) Unless otherwise provided for by statute, the Articles of Incorporation or
these Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the Directors, then in
office, including those who have so resigned,
9
<PAGE>
shall have the power to fill such vacancy or vacancies, the vote otherwise to
take effect when such resignation or resignations shall become effective.
(c) If a Director or Directors or class of Directors was elected by a voting
group of shareholders, only the shareholders of that voting group or a majority
of the Directors then in office elected by such voting group or by a sole
remaining Director elected by such voting group may fill the vacancy in the
Board of Directors created by such Director. Unless the Articles of
Incorporation of the Corporation state otherwise, if there is no Director
elected by such voting group remaining in office, the Directors not elected by
such voting group may fill vacancies by an affirmative vote of a majority of
those remaining Directors, though less than a quorum of the Board of Directors
exists or by the shareholders.
Section 9 - Resignation: (Section 607.0807)
-------------------------
A Director may resign at any time by giving written notice to the Corporation.
Such resignation shall be effective upon receipt thereof by the Corporation
unless the notice specifies a later effective date, in which event the Board may
fill the pending vacancy before the effective date if they provide that the
successor does not take office until the effective date.
Section 10 - Removal: (Section 607.0808)
---------------------
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by the shareholders, at a special meeting of the
shareholders called for that purpose, unless the Articles of Incorporation
provide that Directors may only be removed for cause. If a Director was elected
by a voting group of shareholders, only the shareholders of that voting group
may participate in the vote to remove that Director. The notice of the meeting
at which a vote is taken to remove a Director must state that the purpose or one
of the purposes of the meeting is the removal of the Director or Directors.
Section 11 - Salary: (Section 607.08101)
--------------------
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
Section 12 - Committees: (Section 607.0825)
------------------------
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of two or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Each such committee shall serve at the pleasure of the Board
and, unless otherwise stated by law, the Certificate of Incorporation of the
Corporation or these
10
<PAGE>
Bylaws, shall be governed by the rules and regulations stated herein regarding
the Board of Directors.
ARTICLE IV- OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
---------------------------------------------------------------
(Section 607.0841)
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairperson of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem and advisable. Any officer other than the Chairperson of the
Board of Directors may be, but is not required to be, a director of the
Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
(d) Each officer shall have the authority to perform such duties as may be
provided for in these Bylaws or as may be determined, from time to time, by
resolution of the Board not inconsistent with these Bylaws.
(e) Any two or more offices may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or these Bylaws to be executed, acknowledged, or
verified by two or more officers.
Section 2 - Resignation: (Section 607.0842)
-----------------------
Any officer may resign at any time by giving written notice of such resignation
to the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Corporation, and the
acceptance of such resignation shall not be necessary to make it effective. If a
resignation is made effective at a future date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date.
Section 3 - Removal: (Section 607.0842)
-------------------
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer.
11
<PAGE>
Section 4 - Duties of Officers: (Section 607.0841)
------------------------------
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such authority and perform such duties as generally pertain
to their respective offices as well as such powers and duties as may be set
forth in these Bylaws, or may from time to time be specifically conferred or
imposed by the Board of Directors, not inconsistent with these Bylaws.
Section 5 - Shares of Other Corporations:
The President, any Vice President, or such other person as the Board of
Directors may authorize can execute any proxy, consent, or exercise the right to
vote possessed by the Corporation shares of stock owned by the Corporation at
any meeting of shareholders of, or with respect to any action of shareholders of
any other corporation, subject to the direction of the Board of Directors.
Section 6 - Compensation: (Section 607.0302)
------------------------
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V- SHARES OF STOCK
Section 1 - Certificate of Stock: (Section 607.0604, 607.0621 & 607.0625)
--------------------------------
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) The certificates representing shares of the Corporation shall state on its
face that the Corporation is organized under the laws of Florida:
(I) the name of the person to whom issued;
(II) the number and class of shares;
(III) the designation of the series, if any, which such certificate
represents; and
(IV) the relative rights, preferences and limitations applicable to each
class, if any, must be summarized on the front or back of each certificate or a
statement on the front or back of such certificate that the Corporation will
furnish the shareholder a full statement of this information on request to such
shareholder and without charge.
(c) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by the President or Vice President and the Secretary or any
Assistant Secretary, or any other Officer designated by the Board of Directors.
In case any officer who has signed or whose facsimile signature has been placed
upon such certificate, shall have ceased to be such officer
12
<PAGE>
before such certificate is issued, the certificate may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
(d) Within a reasonable time after the issuance of by the Board or the transfer
of uncertificated shares, the Corporation shall send to the registered owners
thereof a written notice containing the information required to be set forth or
states on certificates by this subsection of these Bylaws.
(e) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2 - Fractions of Shares/Scrip: (Section 607.0604)
-------------------------------------
The Board of Directors may authorize the issuance of certificates or payment of
money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in money of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the signature of any officer or agent
of the Corporation, exchangeable as therein provided for full shares, but such
scrip shall not entitle the holder to any rights of a shareholder, except as
therein provided.
Section 3 - Lost or Destroyed Certificates:
-------------------------------------------
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser,
(b) files with the Corporation a sufficient indemnity bond, and
(c) satisfies such other requirements, including evidence of loss, theft, or
destruction, as may be imposed by the Corporation.
Section 4 - Transfers of Shares:
--------------------------------
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary of the
13
<PAGE>
Corporation or with a transfer agent or a registrar, if any; and in the case of
shares represented by certificates, only after the surrender to the Corporation
of the certificates representing such shares with such shares properly endorsed
and the payment of all taxes due thereon.
(b) The Corporation shall be entitled to treat other holders of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, quotable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 5 - Record Date: (Section 607.0707)
-----------------------
(a) The Board of Directors may fix, in advance, a date not exceeding seventy
days before the meeting or action requiring a determination of shareholders, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for
shareholders entitled to notice of a meeting shall be at the close of business
on the day preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held. If no record date is given for
shareholders entitled to a share dividend, it is the date the Board of Directors
authorizes the share dividend.
(b) If no record date is fixed, the record date for determining shareholders
entitled to demand a special meeting is the date the first shareholder delivers
his/her demand to the Corporation.
(c) If no record date is fixed and no prior action is required by the Board, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this State, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of shareholders are
recorded.
(d) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.
14
<PAGE>
ARTICLE VI - INDEMNIFICATION (Section 607.0850)
Section 1 - General:
--------------------
The Corporation shall indemnify any officer or director of the Corporation made,
or threatened to be made, a party to an action or proceeding, whether civil,
criminal, administrative or investigative and including an action by or in the
right of a Corporation or by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation (any such
action or proceeding being hereinafter referred to as an "Action"), by reason of
the fact that he, his testator or intestate was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees incurred as a result of such Action, or any appeal therein,
provided that no indemnification shall be made to or on behalf of any director
or officer if a judgment or other final adjudication adverse to such director or
officer establishes that (i) his or her acts were committed in bad faith or were
the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he or she personally
gained in fact a financial profit or other advantage to which he or she was not
legally entitled. The Corporation may indemnify and advance expenses to any
other person to whom the Corporation is permitted to provide indemnification or
the advancement of expenses to the fullest extent permitted by applicable law,
whether pursuant to rights granted pursuant to, or provided by, the Florida
Business Corporation Act or other law, or other rights created by an agreement
approved by the Board, or resolution of shareholders or the Board, and the
adoption of any such resolution or the entering into of any such agreement
approved by the Board is hereby authorized.
Section 2 - Expense Advances:
----------------------------
The Corporation shall, from time to time, advance to any director or officer of
the Corporation expenses (including attorneys' fees) incurred in defending any
Action in advance of the final disposition of such Action; provided that no such
advancement shall be made until receipt of any undertaking by or on behalf of
such director or officer to repay such amount as, and to the extent, required by
law.
Section 3 - Procedure for Indemnification:
------------------------------------------
Indemnification and advancement of expenses under this Article VI shall be made
promptly and, in any event, no later than 30 days in the case of indemnification
and 15 in the case of expense advancement following the request of the person
entitled to such indemnification or advancement of expenses hereunder, as the
case may be. The Board shall promptly (but, in any
15
<PAGE>
event, within such 30 or 15-day period, as the case may be) take all such
actions (including, without limitation, any authorizations and findings required
by law) as may be necessary to indemnify, and advance expenses to, each person
entitled thereto pursuant to this Article VI. If the Board is or may be
disqualified by law from granting any authorization, making any finding or
taking any other action necessary or appropriate for such indemnification or
advancement, then the Board shall use its best efforts to cause appropriate
person(s) to promptly so authorize, find or act.
Section 4 - Insurance:
----------------------
The Corporation shall be permitted to purchase and maintain insurance for its
own indemnification and that of its directors and officers and any other proper
persons to the maximum extent permitted by law.
Section 5 - Non-Exclusivity:
----------------------------
Nothing contained in this Article VI shall limit the right to indemnification
and advancement of expenses to which any person would be entitled by law in the
absence of this Article VI, or shall be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may have or
hereafter be entitled under any law, provision of the Certificate of
Incorporation, By-Law, agreement approved by the Board, or resolution of
shareholders or directors; and the adoption of any such resolution or entering
into of any such agreement approved by the Board is hereby authorized.
Section 6 - Continuity of Rights:
---------------------------------
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VI shall (i) continue as to a person who has ceased to serve in
a capacity which would entitle such person to indemnification or advancement of
expenses pursuant to this Article VI with respect to acts or omissions occurring
prior to such cessation, (ii) inure to the benefit of the heirs, executors and
administrators of a person entitled to the benefits of this Article VI, (iii)
apply with respect to acts or omissions occurring prior to the adoption of this
Article VI to the fullest extent permitted by law and (iv) survive the full or
partial repeal or restrictive amendment hereof with respect to events occurring
prior thereto. This Article VI shall constitute a contract between the
Corporation and each person eligible for indemnification or advancement of
expenses hereunder, pursuant to which contract the Corporation and each such
person intend to be legally bound.
Section 7 - Enforcement:
------------------------
The right to indemnification and advancement of expenses provided by this
Article VI shall be enforceable by any person entitled to indemnification or
advancement of expenses hereunder in any court of competent jurisdiction. In
such an enforcement action, the burden shall be on the
16
<PAGE>
Corporation to prove that the indemnification and advancement of expenses being
sought are not appropriate. Neither the failure of the Corporation to determine
whether indemnification or the advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation thereon adverse to
the person seeking such indemnification or advancement shall constitute a
defense to the action or create a presumption that such person is not so
entitled. Without limiting the scope of section 6.1, (a) a person who has been
successful on the merits or otherwise in the defense of an Action shall be
entitled to indemnification as authorized in section 6.1 and (b) the termination
of any Action by judgment, settlement, conviction or plea of nolo contendere or
its equivalent shall not in itself create a presumption that such person has not
met the standard of conduct set forth in section 6.1. Such person's reasonable
expenses incurred in connection with successfully establishing such person's
right to indemnification or advancement or expenses, in whole or in part, in any
such proceeding shall also be indemnified by the Corporation.
Section 8. - Severability:
-------------------------
If this Article VI or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation nevertheless shall
indemnify and advance expenses to each person otherwise entitled thereto to the
fullest extent permitted by any applicable portion of this Article VI that shall
not have been invalidated.
ARTICLE VII- DIVIDENDS (Section 607.0623)
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine
ARTICLE VIII- FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
changed by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX- CORPORATE SEAL (Section 607.0302(2))
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors.
ARTICLE X-AMENDMENTS (Section 602.1020)
Section 1 - Initial Bylaws:
--------------------------
The initial Bylaws of the Corporation shall be adopted by the Board of Directors
at its organizational meeting, when such meeting is held by the Directors.
17
<PAGE>
Section 2 - By Shareholders:
---------------------------
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 3 - By Directors:
-------------------------
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, Bylaws of the Corporation; however, Bylaws made by the Board
may be altered or repealed, and new Bylaws made by the shareholders.
18
