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Exhibit 3.4
BYLAWS
OF
INTELLON CORPORATION
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TABLE OF CONTENTS
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ARTICLE I - Meeting of Shareholders............................................ 1
Section 1 Annual Meeting................................................................. 1
Section 2 Special Meetings............................................................... 1
Section 3 Place.......................................................................... 1
Section 4 Notice of Meeting.............................................................. 1
Section 5 Notice Requirements for Shareholder Business and
Director Nominations..................................................... 2
Section 6 Notice of Adjourned Meetings................................................... 4
Section 7 Waiver of Notice............................................................... 4
Section 8 Record Date.................................................................... 4
Section 9 Shareholders' List for Meeting................................................. 5
Section 10 Voting Entitlement of Shares................................................... 5
Section 11 Proxies........................................................................ 6
Section 12 Shareholder Quorum and Voting.................................................. 6
Section 13 Voting Trusts.................................................................. 6
Section 14 Shareholders' Agreements....................................................... 7
ARTICLE II - Directors......................................................... 7
Section 1 General Powers................................................................. 7
Section 2 Qualifications of Directors.................................................... 7
Section 3 Number......................................................................... 7
Section 4 Classification of Board and Term............................................... 7
Section 5 Vacancy on Board............................................................... 7
Section 6 Removal of Directors by Shareholders........................................... 8
Section 7 Compensation................................................................... 8
Section 8 Presumption of Assent.......................................................... 8
Section 9 Directors' Meetings............................................................ 8
Section 10 Notice of Meetings............................................................. 8
Section 11 Waiver of Notice............................................................... 8
Section 12 Quorum and Voting.............................................................. 8
Section 13 Action by Directors Without a Meeting.......................................... 8
Section 14 Adjournments................................................................... 9
Section 15 Participation by Conference Telephone.......................................... 9
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ARTICLE III - Board Committees................................................. 9
Section 1 Standing Committees............................................................ 9
Section 2 Audit Committee................................................................ 9
Section 3 Compensation Committee......................................................... 9
Section 4 Other Committees............................................................... 10
Section 5 Alternate Member Vacancies..................................................... 10
Section 6 Prohibited Committee Actions................................................... 10
Section 8 Tenure........................................................................ 11
Section 9 Meetings...................................................................... 11
Section 10 Quorum........................................................................ 11
Section 11 Action Without a Meeting...................................................... 11
Section 12 Procedures.................................................................... 11
Section 13 Limitation.................................................................... 11
ARTICLE IV - Officers.......................................................... 12
Section 1 Officers, Election and Terms of Office......................................... 12
Section 2 Resignation and Removal of Officers............................................ 12
Section 3 Vacancies...................................................................... 12
Section 4 Chief Executive Officer........................................................ 12
Section 5 Chairman of the Board.......................................................... 13
Section 6 Vice Chairman.................................................................. 13
Section 7 Vice President................................................................. 13
Section 8 Secretary...................................................................... 13
Section 9 Treasurer...................................................................... 14
Section 10 Delegation of Duties........................................................... 14
ARTICLE V - Stock Certificates................................................. 14
Section 1 Issuance....................................................................... 14
Section 2 Signatures; Form............................................................... 15
Section 3 Transfer of Stock.............................................................. 15
Section 4 Lost Certificates.............................................................. 16
ARTICLE VI - Indemnification................................................... 16
Section 1 Definitions.................................................................... 16
Section 2 Indemnification of Officers, Directors, Employees
and Agents................................................................. 17
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ARTICLE VII - General Provisions............................................... 20
Section 1 Fiscal Year.................................................................... 20
Section 2 Seal........................................................................... 20
Section 3 Amendment of Bylaws............................................................ 20
CERTIFICATE ................................................................... 20
</TABLE>
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BYLAWS
OF
INTELLON CORPORATION
ARTICLE I
Meeting of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of
the Corporation shall be held following the end of the Corporation's fiscal year
at such time as shall be determined by the Board of Directors. The annual
meeting shall be held for the election of directors of the Corporation and the
transaction of any business which may be brought before the meeting. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of shareholders. The failure to
hold the annual meeting at the time stated shall not affect the validity of any
corporate action and shall not work a forfeiture of or dissolution of the
Corporation. Annual meetings shall be held at the Corporation's principal office
unless stated otherwise in the notice of the annual meeting.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Chairman of the Board, the President, or the Board
of Directors, or when requested in writing by the holders of not less than fifty
percent (50%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Shareholders should sign, date, and
deliver to the Corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. A meeting
requested by shareholders shall be called for a date not less than ten nor more
than sixty days after the request is made. The call for the meeting shall be
issued by the Secretary, unless the Chairman of the Board, the President, the
Board of Directors, or shareholders requesting the calling of the meeting shall
designate another person to do so.
Section 3. Place. Meetings of shareholders may be held either within or
without the State of Florida. Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation in the State of Florida.
Section 4. Notice of Meeting. Except as provided in Section 5 of this
Article I, whenever shareholders of the Corporation are required or permitted to
take any action at an annual or special meeting, a written notice of the meeting
shall be given, not less than 10 nor more than 60 days before the date of the
meeting to each shareholder entitled to vote at such meeting. Only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Notice of a shareholders' meeting may be communicated or delivered to any
shareholder in person, or by teletype, telegraph or other form of electronic
communication, or by mail, by or at the direction of the Chairman of the Board,
the President, the Secretary, or the officer or persons calling the meeting. If
notice is mailed, it shall be deemed to be delivered when deposited in the
United States mail,
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addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
Section 5. Notice Requirements for Shareholder Business and Director
Nominations.
(a) Annual Meetings of Shareholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered or transacted by the shareholders may be
made at an annual meeting of shareholders (A) pursuant to the Corporation's
notice of meeting with respect to such meeting, (B) by or at the direction of
the Board of Directors or (C) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of the notice provided for in this
Section 5, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 5.
(2) For nomination(s) or other business to be
properly brought before an annual meeting by a shareholder pursuant to clause
(C) of paragraph (a)(1) of this Section 5, (1) the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation, (2) such
nomination(s) or other business must be a proper matter for shareholder action
under the Florida Business Corporation Act, and (3) if the shareholder, or the
beneficial owner on whose behalf any such nomination or proposal is made, has
provided the Corporation with a Solicitation Notice (as that term is defined in
subsection (C)(z) of this Section), such shareholder or beneficial owner must
have delivered a proxy statement and form of proxy to holders of not less than
the minimum number or percentage of the Corporation's voting shares required
under applicable law to carry or approve any such proposal to elect the nominee
or nominees proposed to be nominated by such shareholder, and must, in either
case, have included in such materials the Solicitation Notice. To be timely, a
shareholder's notice shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not later than the close of
business on the 180th day, nor earlier than the close of business on the 210th
day, prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials to shareholders for the preceding
year's annual meeting of shareholders; provided, however, that if the date of
the annual meeting is more than 30 days before or more than 30 days after the
anniversary of the preceding year's annual meeting of shareholders, notice by
the shareholder to be timely must be so delivered not later than the close of
business on the 180th day prior to such annual meeting. In no event shall the
public announcement of an adjournment or postponement of an annual meeting of
shareholders commence a new time period, or otherwise postpone the time periods,
for the giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (A) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information relating to
such person as would be required to be disclosed in solicitations of proxies for
the election of such nominees as directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder, and such person's written consent to being named in the proxy
statement as a nominee and to serve as a director if elected; (B) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (C) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (x) the name
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and address of such shareholder, as they appear on the Corporation's books, and
of such beneficial owner, (y) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner, and (z) whether either such shareholder or such beneficial
owner intends to deliver a proxy statement and form of proxy to holders of a
sufficient number of the Corporation's voting shares to elect such nominee or
nominees or to carry or approve the proposal (an affirmative statement of such
intent being referred to herein as a "Solicitation Notice"). The notice
requirements set forth in clauses (A), (B) and (C) of the immediately preceding
sentence are referred to in this Bylaw as the "Notice Requirements."
(3) Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 5 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Corporation at least 70 days prior to the Anniversary, a
shareholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.
(4) Only persons nominated for election as a
director of the Corporation at an annual meeting of shareholders in accordance
with the procedures set forth in this Section 5(a) shall be eligible to serve as
directors of the Corporation (if properly elected), and only such business shall
be conducted at an annual meeting of shareholders of the Corporation as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 5(a). The Chairman of the meeting shall have the power and the
duty to determine whether any nomination or any business proposed to be brought
before the meeting has been made or brought in accordance with the procedures
set forth in this Section 5(a) and, if any proposed nomination or business is
not in compliance with this Section 5(a), to declare that such defective
proposed nomination or business shall not be presented for shareholder
consideration or action at the meeting and shall be disregarded.
(b) Special Meetings of Shareholders. Only such business shall
be conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting provisions,
et al, set forth in Section 5(a).
(c) For purposes of this Section 5, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(d) The Chairman of the meeting shall have the power and the
duty to determine whether any business proposed to be brought before an annual
or special meeting has been made or brought in accordance with this Section 5
and, if any proposed business is not in compliance with this Section 5, to
declare that such defective proposed business shall not be presented for
shareholder consideration or action at the meeting and shall be disregarded.
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(e) Notwithstanding the foregoing provisions of this Section
5, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to matters
set forth in these Bylaws. Nothing in this Section 5 shall be deemed to affect
any rights of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 6. Notice of Adjourned Meetings. When an annual or special
shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting must be given to persons who are shareholders as of the new
record date who are entitled to notice of the meeting.
Section 7. Waiver of Notice. A shareholder may waive any notice
required by the Articles of Incorporation or Bylaws before or after the date and
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a
shareholder at a meeting waives objection to 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.
Section 8. Record Date. For the purpose of determining the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors may fix the record
date for any such determination of shareholders.
The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers his demand to the
Corporation. The record date for determining shareholders entitled to take
action without a meeting is the date the first signed written consent is
delivered to the Corporation under Section 4 of this Article. A record date for
purposes of this Section may not be more than seventy days before the meeting or
action requiring a determination of shareholders.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
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Section 9. Shareholders' List for Meetings. 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,
arranged by voting group with the address of, and the number and class and
series, if any, of shares held by each. The shareholders' list shall be
available for inspection by any shareholder for a period of ten days prior to
the meeting or such shorter time as exists between the record date and the
meeting and continuing 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. A shareholder or his agent or attorney is entitled on written demand
to inspect the list, during regular business hours and at the shareholder's
expense, during the period it is available for inspection.
The Corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
Section 10. Voting Entitlement of Shares. Except as provided otherwise
in the Articles of Incorporation or herein, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to vote at a meeting
of the shareholders. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of the corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person as the board of directors of the corporate shareholder
may designate. In the absence of any such designation or in case of conflicting
designation by the corporate shareholder, the Chairman of the Board, the
President, any Vice President, the Secretary, and the Treasurer of the corporate
shareholder, in that order, shall be presumed to be fully authorized to vote
such shares.
Shares entitled to vote which are held by an administrator, executor,
guardian, personal representative, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name or the name of his nominee.
Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.
Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.
Section 11. Proxies. A shareholder, other person entitled to vote on
behalf of a shareholder pursuant to law, or attorney in fact, may vote the
shareholder's shares in person or by proxy.
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A shareholder may appoint a proxy to vote or otherwise act for him by
signing an appointment form, either personally or by his attorney in fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, telecopy or equivalent reproduction of
an appointment form is a sufficient appointment form. An appointment of a proxy
is effective when received by the Secretary or other officer authorized to
tabulate votes and is valid for up to eleven months unless a longer period is
expressly provided in the appointment form.
The death or incapacity of a shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.
Section 12. Shareholder Quorum and Voting. A majority of the votes
entitled to be cast on the matter by the voting group, constitutes a quorum of
that voting group at a meeting of shareholders. If a quorum exists, action on a
matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation or applicable law
requires a greater number of affirmative votes. After a quorum has been
established at a shareholders' meeting, a subsequent withdrawal of shareholders,
so as to reduce the number of shares entitled to vote at the meeting below the
number required for a quorum, shall not affect the validity of any action taken
at the meeting or any adjournment thereof.
Section 13. Voting Trusts. One or more shareholders may create a voting
trust, conferring on a trustee the right to vote or otherwise act for them, by
signing an agreement setting out the provisions of the trust (which may include
anything consistent with its purpose) and transferring their shares to the
trustee. When a voting trust agreement is signed, the trustee shall prepare a
list of the names and addresses of all owners of beneficial interests in the
trust, together with the number and class of shares each transferred to the
trust, and deliver copies of the list and agreement to the Corporation's
principal office. After filing a copy of the list and agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.
A voting trust is valid for not more than ten years after its effective
date, provided that all or some of the parties to a voting trust may extend it
for additional terms of not more than ten years each by signing an extension
agreement and obtaining the voting trustee's written consent to the extension.
An extension is valid for the period set forth therein, up to ten years, from
the date the first shareholder signs the extension agreement. The voting trustee
must deliver copies of the extension agreement and list of beneficial owners to
the Corporation's principal office. An extension agreement binds only those
parties signing it.
Section 14. Shareholders' Agreements. Two or more shareholders may
provide for the manner in which they will vote their shares by signing an
agreement for that purpose. When a shareholders' agreement is signed, the
shareholders parties thereto shall deliver copies of the agreement to the
Corporation's principal office. After filing a copy of the agreement in the
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Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation, or any party to the agreement during business
hours.
ARTICLE II
Directors
Section 1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its Board of Directors.
Section 2. Qualifications of Directors. Directors must be natural
persons who are eighteen years of age or older but need not be residents of this
state or shareholders of the Corporation.
Section 3. Number. The Board of Directors of the Corporation as of the
date of adoption of these Bylaws shall consist of six members. The number of
directors may be increased or decreased from time to time by action of the Board
of Directors, but no decrease shall have the effect of shortening the terms of
any incumbent director.
Section 4. Classification of Board and Term. The Board of Directors of
this Corporation shall be divided into three classes as equal in number as may
be feasible, with the term of office of one class expiring each year and with
the term of office of those of the first class to expire at the annual meeting
of shareholders in 2001, of the second class to expire at the annual meeting of
shareholders in 2002, and of the third class to expire at the annual meeting of
shareholders in 2003. At each annual meeting of shareholders, successors to the
directors whose terms shall then expire shall be elected to hold office for
terms expiring at the third succeeding annual meeting. Whenever a vacancy occurs
on the Board of Directors, it shall be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors, and each additional Director shall hold office until the end of the
term he or she is elected to fill and until his or her successor shall have been
elected and qualified in the class to which such director is assigned. Directors
shall continue in office until the end of their respective term and until his or
her successor is elected and qualifies or until there is a decrease in the
number of directors. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so assigned among the
classes by a majority of the directors then in office, though less than a
quorum, as to make all classes as equal in number as may be feasible. No
decrease in the number of directors shall shorten the term of an incumbent
director.
Section 5. Vacancy on Board. Any vacancy occurring on the Board of
Directors, including a vacancy from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall hold office only until the next election of directors by the
shareholders.
Section 6. Removal of Directors by Shareholders. The shareholders may
remove one or more directors with or without cause. A director may be so removed
by the shareholders at a
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meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is removal of the director with
or without cause.
Section 7. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
Section 8. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interest.
Section 9. Directors' Meetings. The Board of Directors may hold regular
or special meetings in or out of the state. Meetings of the Board of Directors
may be called at any time by the Chairman of the Board, by the President, or by
directors constituting at least one-fourth of the full Board of Directors.
Section 10. Notice of Meetings. Regular meetings of the Board of
Directors may be held without notice of the date, time, place or purpose of the
meetings. Special meetings of the Board of Directors must be preceded by at
least two days' notice of the date, time and place of the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 11. Waiver of Notice. Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
Section 12. Quorum and Voting. A majority of the number of directors
fixed by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors.
Section 13. Action by Directors Without a Meeting. Any action required
or permitted by law to be taken at a Board of Directors' meeting or committee
meeting may be taken without a meeting if action is taken by all members of the
Board or the committee. The action must be evidenced by one or more written
consents describing the action taken and signed by each director or committee
member. Action taken shall be effective when the last director signs the
consent, unless the consent specifies a different effective date. The consent
signed shall have the effect of a meeting vote and may be described as such in
any document.
Section 14. Adjournments. A majority of the directors present, whether
or not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of
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any such adjourned meeting shall be given to the directors who were 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.
Section 15. Participation by Conference Telephone. Members of the Board
of Directors may participate in a meeting of such Board by means of a conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE III
Board Committees
Section 1. Standing Committees. The Board of Directors shall have and
maintain as standing committees of the Board an Audit Committee and a
Compensation Committee. The Board of Directors shall at the annual meeting
following the Corporation's annual meeting of shareholders and may at such other
times as the Board may determine elect the members of each such committee, all
of whom shall be directors of the Corporation, designate one of the members of
each such committee as chairman of the committee, and prescribe the duties of
each committee, which duties shall be consistent with these Bylaws. The Chairman
of the Board shall have the right to determine the size of each committee of the
Board.
Section 2. Audit Committee. The Audit Committee shall consist of such
directors appointed by the Board from time to time, none of whom shall be
officers or employees of the Corporation or any direct or indirect subsidiary or
affiliate of the Corporation. The Audit Committee shall select and approve the
terms and scope of engagement of the independent certified accountants of the
Corporation and shall have such other duties as may from time to time be
prescribed by the Board of Directors. The independent auditor of the
Corporation, if any, shall report directly to the Audit Committee.
Section 3. Compensation Committee. The Compensation Committee shall
consist of such directors appointed by the Board from time to time, none of whom
shall be officers or employees of the Corporation or any direct or indirect
subsidiary or affiliate of the Corporation. The Compensation Committee shall
serve as the Board committee responsible for administering any compensation and
benefit plans of the Corporation and shall have such other duties as may from
time to time be prescribed by the Board of Directors.
Section 4. Other Committees. The Board of Directors may by resolution
establish such other committees composed of directors as they may determine to
be necessary or appropriate for the conduct of the business of the Corporation
and may prescribe the composition, duties, and procedures thereof.
Section 5. Alternate Member Vacancies. The Board of Directors may
designate one or more directors as alternate members of any committee, and such
alternate members may act in the place and stead of any absent member or members
at any meeting of such committee. The Board of Directors may fill any vacancy or
vacancies occurring in any committee.
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Section 6. Prohibited Committee Actions. Notwithstanding any other
provision of these Bylaws, no committee of the Board of Directors shall have the
authority to:
(a) Approve or recommend to shareholders actions or proposals
required by law, the Articles of Incorporation, or these Bylaws to be approved
by the shareholders.
(b) Fill vacancies on the Board of Directors or any committee
thereof.
(c) Adopt, amend, or repeal the Bylaws.
(d) Authorize or approve the reacquisition of any shares of
capital stock of the Corporation unless pursuant to a general formula or method
specified by the Board of Directors.
(e) Authorize or approve the issuance or sale or contract for
the sale of shares of capital stock, or determine the designation and relative
rights, preferences, and limitations of a voting group except that the Board of
Directors may authorize a committee (or a senior executive officer of the
Corporation) to do so within limits specifically prescribed by the Board of
Directors.
(f) Declare any dividend or distribution on the capital stock
of the Corporation, whether in cash or in kind.
(g) Authorize or approve any stock split, reverse stock split,
or other recapitalization of any class of capital stock of the Corporation.
(h) Authorize or approve any agreement or plan providing for a
merger, acquisition, consolidation, or other business combination involving the
Corporation.
(i) Authorize or approve the sale of all or substantially all
of the assets of the Corporation.
(j) Authorize or approve any transaction in which any member
of such committee has any material beneficial interest.
(k) Repeal or revoke any of the foregoing.
Section 7. Tenure. Each committee member shall hold office until the
next annual meeting of the Board of Directors following his appointment and
until a successor is designated, provided that any member of a committee may be
removed at any time with or without cause by resolution adopted by a majority of
the full Board of Directors. Any member of a committee may resign from the
committee at any time by giving written notice to the Chairman of the Board or
Secretary of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt and acceptance of such resignation
shall not be necessary to make it effective.
Section 8. Meetings. Regular meetings of a committee may be held
without notice at such times and places as the committee or the Board of
Directors may fix from time to time by
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resolution. Special meetings of a committee may be called by the Chairman of the
Board, by the President, by the Chairman of the Committee, or by a majority of
the members of the committee. Special meetings of a committee must be preceded
by at least 24 hours notice of the date, time and place of the meeting. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the committee need be specified in the notice or waiver of notice of
such meeting. Notice of a meeting of a committee need not be given to any member
who signs a waiver of notice either before or after the meeting. Attendance of a
member at a committee meeting shall constitute a waiver of notice of such
meeting and waiver of any and all objections to the place of the meeting, the
time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.
Section 9. Quorum. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
action by the committee must be authorized by the affirmative vote of a majority
of the members at the meeting at which such action is taken.
Section 10. Action Without a Meeting. Any action required or permitted
to be taken by a committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the members of the committee.
Section 11. Procedures. Each committee may fix its own rules of
procedure which shall not be inconsistent with law or the Articles of
Incorporation or Bylaws of the Corporation, and shall keep regular minutes of
its proceedings and report the same to the Board of Directors at the Board
meeting next following the date the proceedings shall have occurred.
Section 12. Limitation. Neither the designation of any committee of the
Board of Directors, the delegation thereto of authority, nor any action by such
committee pursuant to such authority shall alone constitute compliance by any
member of the Board of Directors not a member of the committee in question with
his responsibility to act in good faith, in a manner he or she reasonably
believes to be in the best interest of the Corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.
ARTICLE IV
Officers
Section 1. Officers, Election and Terms of Office. The principal
officers of the Corporation shall consist of a Chief Executive Officer, a
President, a Chairman of the Board, one or more Vice Chairmen of the Board (to
the extent one or more individuals are so appointed by the Board), one or more
Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors at the first meeting of directors immediately following
the annual meeting of shareholders of the Corporation, and shall hold his or her
respective office from the date of the meeting at which elected until the time
of the next succeeding meeting of the Board following the annual meeting of the
shareholders. The Board of Directors shall have the
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power to elect or appoint, for such term as it may see fit, such other officers
and assistant officers and agents as it may deem necessary, and to prescribe
such duties for them to perform as it may deem advisable. Any two or more
offices may be held by the same person. Failure to elect a Chairman of the
Board, Vice Chairman of the Board, President, Vice President, Secretary or
Treasurer shall not affect the existence of the Corporation.
Section 2. Resignation and Removal of Officers. An officer may resign
at any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later 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 of Directors provides that the successor
does not take office until the effective date.
The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer. Removal of any officer shall
be without prejudice to the contract rights, if any, of the person so removed;
however, election or appointment of an officer or agent shall not of itself
create contract rights.
Section 3. Vacancies. Any vacancy, however occurring, in any office may
be filled by the Board of Directors.
Section 4. President and Chief Executive Officer. The Board of
Directors shall designate a Chief Executive Officer who shall also serve as the
President of the Corporation. Such person shall serve as the chief executive
officer of the Corporation and, subject to the provisions of these Bylaws and
any limitations imposed by the Board of Directors, shall have general charge of
the business, affairs, and property of the Corporation and general supervision
over its other officers, agents, and employees. The President and Chief
Executive Officer shall have the power and authority to execute certificates
evidencing shares of capital stock of the Corporation, contracts, deeds, notes,
mortgages, bonds, and other instruments and documents in the name of the
Corporation and on its behalf, subject, however, to any limitations imposed by
the Board of Directors. The President and Chief Executive Officer shall report
to the Board of Directors.
Section 5. Chairman of the Board. The Board of Directors shall appoint
one of its members to be Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and shareholders and shall
generally have and perform such other duties as may from time to time be
conferred or assigned by the Board of Directors.
Section 6. Vice Chairman. The Board of Directors may appoint one or
more of its members to be Vice Chairmen of the Board. In the absence of the
Chairman, the Vice Chairman (in such order of seniority as may be determined by
the Board of Directors, if any) shall preside at any meeting of the shareholders
and the Board of Directors, unless the Board of Directors shall designate a
Chairman Pro Tem for such purposes. The Vice Chairman shall have the power and
authority to execute contracts, deeds, notes, mortgages, bonds, and other
instruments and documents in the name of the Corporation and on its behalf,
subject, however, to any limitations imposed by the Board of Directors. The Vice
Chairman of the Board shall also have and may
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exercise such further executive powers and duties as from time to time may be
conferred upon or assigned by the Board of Directors or, in the absence of such
action by the Board, by the President and Chief Executive Officer. The Vice
Chairman shall report to the President and Chief Executive Officer. Unless
otherwise expressly provided by the Board of Directors, the Vice Chairman shall
perform the duties and exercise the powers of the President and Chief Executive
Officer during any disability of such officer.
Section 7. Vice President. One or more Vice Presidents may be
designated by that title or such additional title or titles as the Board of
Directors may determine. A Vice President shall have the powers and perform such
duties as may be delegated to such Vice President by the Board of Directors, or,
in the absence of such action by the Board, then by the President and Chief
Executive Officer, the Chairman of the Board or the Vice Chairman of the Board.
Each Executive Vice President will report to the President and Chief Executive
Officer. A Vice President (in such order of seniority as may be determined by
the Board of Directors, if any) shall, except as may be expressly limited by
action of the Board of Directors, perform the duties and exercise the powers of
the President and Chief Executive Officer during the absence or disability of
the President and Chief Executive Officer and the Vice Chairman of the Board.
Each Vice President shall at all times have the power to sign all certificates
of stock, execute all contracts, deeds, notes, mortgages, bonds and other
instruments and documents in the name of the Corporation and on its behalf,
subject to any limitations imposed by the Board of Directors. A Vice President
also shall have such powers and perform such duties as usually pertain to such
office or as may be properly required by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in a book or books to be
kept for such purposes, and also, when so requested, the minutes of all meetings
of committees in a book or books to be kept for such purposes. The Secretary
shall attend to giving and serving of all notices, and such Secretary shall have
charge of all books and papers of the Corporation, except those hereinafter
directed to be in charge of the Treasurer, or except as otherwise expressly
directed by the Board of Directors. The Secretary shall keep the stock
certificate book or books. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary shall sign with the President all certificates of
stock as the Secretary of the Corporation and as Secretary affix or cause to be
affixed thereto the seal of the Corporation. The Secretary may sign as Secretary
of the Corporation, with the President in the name of the Corporation and on its
behalf, all contracts, deeds, mortgages, bonds, notes and other papers,
instruments and documents, except as otherwise expressly provided by the Board
of Directors, and as such, the Secretary shall affix the seal of the Corporation
thereto when required thereby. Under the direction of the Board of Directors,
the Chairman of the Board, any Vice Chairman of the Board, or the President and
Chief Executive Officer, the Secretary shall perform all the duties usually
pertaining to the office of Secretary, and such Secretary shall perform such
other duties as may be prescribed by the President and Chief Executive Officer
or the Board of Directors. If at any time any person or persons shall be
designated as an Assistant Secretary of the Corporation, the Secretary may
delegate to such Assistant Secretary such duties and powers as the Secretary may
deem proper.
Section 9. Treasurer. The Treasurer shall have the custody of all the
funds and securities of the Corporation except as may be otherwise provided by
the Board of Directors, and the
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Treasurer shall make such disposition of the funds and other assets of the
Corporation as such Treasurer may be directed by the Board of Directors. The
Treasurer shall keep or cause to be kept a record of all money received and paid
out, and all vouchers and receipts given therefor, and all other financial
transactions of the Corporation. The Treasurer shall have general charge of all
financial books, vouchers and papers belonging to the Corporation or pertaining
to its business. The Treasurer shall perform such other duties as are usually
incident by law or otherwise to the office of the Treasurer, and as such
Treasurer may be directed or required by the Board of Directors or the President
and Chief Executive Officer. If at any time any person shall be designated as
Comptroller of the Corporation, the Treasurer may delegate to such Comptroller
such duties and powers as the Treasurer may deem proper.
Section 10. Delegation of Duties. In the case of the absence or
disability of any officer of the Corporation, or in case of a vacancy in any
office or for any other reason that the Board of Directors may deem sufficient,
the Board of Directors, except as otherwise provided by law, may delegate the
powers or duties of any officer during the period of such officer's absence or
disability to any other officer or to any director.
ARTICLE V
Stock Certificates
Section 1. Issuance. Every holder of shares in the Corporation shall be
entitled to have a certificate, representing all shares to which such holder is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Signatures; Form. Certificates representing shares in the
Corporation shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the President and the
Secretary may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the Corporation itself or an employee
of the Corporation. In case any officer who signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer at the date of its issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize such
restrictions upon the certificate. Alternatively, each certificate may state
conspicuously that the Corporation will furnish to any shareholder upon request
and without charge a full statement of such restrictions.
Section 3. Transfer of Stock. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney in fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender
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of a certificate for transfer of stock, such certificate shall be marked on its
face "Canceled." The Board of Directors may make such additional rules
concerning the issuance, transfer and registration of stock as it deems
appropriate.
If any holder of any stock of the Corporation shall have entered into
an agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition is
imposed or placed upon or in connection with the sale or transfer of any share
of stock of the Corporation, and if a duly executed or certified copy thereof
shall have been filed with the Secretary of the Corporation, none of the shares
of stock covered by such agreement or to which it relates, of any such
contracting shareholder, shall be transferred upon the books of the Corporation
until there has been filed with the Secretary of the Corporation evidence
satisfactory to the Secretary of the Corporation of compliance with such
agreement, and any evidence of any kind or quality, of compliance with the terms
of such agreement which the Secretary deems satisfactory or sufficient shall be
conclusive upon all parties interested; provided, however, that neither the
Corporation nor any director, officer, employee or transfer agent thereof shall
be liable for transferring or effecting or permitting the transfer of any such
shares of stock contrary to or inconsistent with the terms of any such
agreement, in the absence of proof of willful disregard thereof or fraud, bad
faith or gross negligence on the part of the party to be charged; provided,
further, that the certificate of the Secretary, under the seal of the
Corporation, bearing the date of its issuance by the Secretary, certifying that
such an agreement is or is not on file with the Secretary, shall be conclusive
as to such fact so certified for a period of five days from the date of such
certificate, with respect to the rights of any innocent purchaser or transferee
for value of any such shares without actual notice of the existence of any
restrictive agreement.
Section 4. Lost Certificates. Any shareholder claiming a certificate of
stock to be lost or destroyed shall make affidavit or affirmation of the fact
and the fact that such shareholder is the owner and holder thereof, and give
notice of the loss or destruction of same in such manner as the Board of
Directors may require, and shall give the Corporation a bond of indemnity in
form, and with one or more sureties satisfactory to the Board of Directors,
payable as may be required by the Board of Directors to protect the Corporation
and any person injured by the issuance of the new certificate from any liability
or expense which it or they may incur by reason of the original certificate
remaining outstanding, whereupon the President or a Vice President and the
Secretary or an Assistant Secretary may cause to be issued a new certificate in
the same tenor as the one alleged to be lost or destroyed, but always subject to
approval of the Board of Directors.
ARTICLE VI
Indemnification
Section 1. Definitions. For purposes of this Article VI, the following
terms shall have the meanings hereafter ascribed to them:
(a) "agent" includes a volunteer.
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(b) "Corporation" includes, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is or
was a director, officer, employee, or agent of a constituent corporation, or is
or was serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise, is in the same position with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(c) "expenses" includes counsel fees, including those for
appeal.
(d) "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding.
(e) "proceeding" includes any threatened, pending, or
completed action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
(f) "serving at the request of the Corporation" includes any
service as a director, officer, employee, or agent of the Corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries.
(g) "not opposed to the best interest of the Corporation"
describes the actions of a person who acts in good faith and in a manner he
reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.
(h) "other enterprises" includes employee benefit plans.
Section 2. Indemnification of Officers, Directors, Employees and
Agents.
(a) The Corporation shall have power to indemnify any person
who was or is a party to any proceeding (other than an action by, or in the
right of, the Corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall have power to indemnify any person,
who was or is a party to any proceeding by or in the right of the Corporation to
procure a judgment in its favor by
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reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the Board of Directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable unless, and
only to the extent that, the court in which such proceeding was brought, or any
other court of competent jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(c) To the extent that a director, officer, employee, or agent
of the Corporation has been successful on the merits or otherwise in the defense
of any proceeding referred to in subsection (a) or subsection (b), or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsection (a) or subsection
(b), unless pursuant to a determination by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
herein. Such determination shall be made:
1. By the Board of Directors by a majority vote of
a quorum consisting of directors who are not parties to such proceeding;
2. If such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by the Board of
Directors (in which directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding;
3. By independent legal counsel:
a. Selected by the Board of Directors
prescribed in subsection (d)(1) or the committee prescribed in subsection
(d)(2);
b. If a quorum of the directors cannot be
obtained for subsection (d)(1) and a committee cannot be designated for
subsection (d)(2), selected by majority vote of the full Board of Directors (in
which directors who are parties may participate); or
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4. By the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such proceeding or, if
no such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.
(e) Evaluation of the reasonableness of expenses and
authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible. However, if the determination
of permissibility is made by independent legal counsel, persons designated by
independent legal counsel shall evaluate the reasonableness of expenses and may
authorize indemnification.
(f) Expenses incurred by an officer or director in defending a
civil or criminal proceeding may be paid by the Corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.
(g) The indemnification and advancement of expenses provided
pursuant to this Article are not exclusive, and the Corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
1. A violation of the criminal law, unless the
director, officer, employee, or agent had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful;
2. A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;
3. In the case of a director, a circumstance under
which the liability provisions of Section 607.0834, Florida Statutes, are
applicable; or
4. Willful misconduct or a conscious disregard for
the best interests of the Corporation in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
(h) Indemnification and advancement of expenses as provided in
this Article shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.
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(i) Notwithstanding the failure of the Corporation to provide
indemnification, and despite any contrary determination of the Board of
Directors or of the shareholders in the specific case, a director, officer,
employee or agent of the Corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the court
conducting the proceeding, to the Circuit Court, or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice that it considers necessary, may order indemnification and
advancement of expenses, including expenses incurred in seeking court-ordered
indemnification or advancement of expenses, if it determines that:
1. The director, officer, employee or agent is
entitled to mandatory indemnification under Section 2(c) above, in which case
the court shall also order the Corporation to pay the director reasonable
expenses incurred in obtaining court-ordered indemnification or advancement of
expenses;
2. The director, officer, employee or agent i
entitled to indemnification or advancement of expenses, or both, by virtue of
the exercise by the Corporation of its power, pursuant to Section 2(g) above; or
3. The director, officer, employee or agent is
fairly and reasonably entitled to indemnification or advancement of expenses, or
both, in view of all the relevant circumstances, regardless of whether such
person met the standard of conduct set forth herein.
(j) The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against the person and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify the person against such liability under the
provisions of this Article or under the provisions of the Florida Business
Corporation Act.
ARTICLE VII
General Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January and end on the last day of December in each year.
Section 2. Seal. The Board of Directors in its discretion may adopt a
seal for the Corporation in such form as may be determined from time to time by
the Board of Directors.
Section 3. Amendment of Bylaws. The Board of Directors shall have the
power to appeal, alter, amend, and rescind these Bylaws, by the affirmative vote
of a majority of the total number of directors. Notwithstanding the foregoing,
no amendment to Section 5 of Article I, Section 4 of Article II, or Section 3 of
this Article VII of these Bylaws may be made unless
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adopted by the affirmative vote of at least two-thirds (2/3) of the directors
then constituting the Board of Directors.
CERTIFICATE
I hereby certify that the foregoing are the Bylaws of the Corporation
effective ___________, 2000.
____________________________________________
James E. Vander Mey
Secretary of the Corporation
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