AMENDED AND RESTATED BYLAWS
OF
B Y & C MANAGEMENT, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
Corporation shall be held on the 1st day of May of each year or at any other
time and place designated by the Board of Directors of the Corporation. If the
designated day falls on a holiday or weekend then the meeting shall be held on
the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholder shall be called for a
date not less than 10 nor more than 60 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the Corporation or at any other place designated by the
Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date 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 shall
he given as provided in this Article to each shareholder of record on the new
record date entitled to vote at the meeting.
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Section 6. Shareholders Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders.
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof,
unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by
law, these Bylaws or the Articles of Incorporation of this Corporation to be
taken at any annual or special meeting of shareholders, or any action that may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares entitled to vote
were present and voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of the Board of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
Section 2. Qualification. Directors are not required to be residents of
this state or shareholders of this Corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix
the compensation of directors.
Section 4. 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 he
votes against the action or abstains from voting in respect to it because of an
asserted conflict of interest.
Section 5. Number of Directors. The Board of Directors shall consist of no
less than one (1) and no more than fifteen (15) Directors, the specific number
to be set by resolution of the Board of Directors. The number of directors may
be changed from time to time by
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amendment to these Bylaws, but no decrease in the number of directors shall
shorten the term of any incumbent director.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office, or death.
At the first annual meeting of the shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified, or
until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, even 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 or his earlier resignation, removal from office,
or death.
Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by vote of the holders of two-thirds of the
shares then entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees,
each of which, to the extent provided in the resolution, shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal office of the Corporation.
Section 12. Time, Notice, and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice on the 1st day of May of each
year. Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram,
or cablegram at least ten days before the meeting or by notice mailed to the
director at least ten days before the meeting.
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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
that 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, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
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 that meeting.
Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation, or by any of the directors.
Members of the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by this means shall constitute presence in person at a
meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action that may be taken at a meeting
of the Board of Directors or of one of its committees, may be taken without a
meeting if a consent in writing, setting forth the action to be taken and signed
by all the directors or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the Board or of the committee. The
consent shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS.
Section 1. Officers. The officers of this Corporation shall consist of a
president, a secretary, (and a treasurer), each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this Corporation shall have the
following duties:
The President shall be the chief executive officer of the Corporation, and
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors. The President
shall preside at all meetings of the shareholders and Board of Directors.
The Secretary/Treasurer shall have custody of, and maintain, all of the
corporate records. The Secretary/Treasurer shall record the minutes of all
meetings of the shareholders
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and Board of Directors, send all notices of all meetings, and perform such other
duties as may be prescribed by the Board of Directors or the President.
The Secretary/Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
Section 3. Removal of Officers. An officer or agent elected or appointed by
the Board of Directors may be removed by the Board whenever in its judgment the
best interests of the Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until that share is fully paid.
Section 2. Form. Certificates representing share in this Corporation shall
be signed by the Secretary and may be sealed with the seal of this Corporation
or a facsimile.
Section 3. Transfer of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
Corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon deposit of
a bond or other indemnity in such amount and with such sureties, if any, as the
Board of Directors may reasonably require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors, and committees of directors.
This Corporation shall keep at its registered office or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
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Any books, records or minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of one-quarter of one percent of shares or of voting trust
certificates for shares of the Corporation at least six months immediately
preceding his demand, or who shall be the holder of record of, or the holder of
record of voting trust certificates for, at least five percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
for the demand, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, its relevant
books and records of accounts, minutes, and records of shareholders, and to make
extracts from those records.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this Corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the Corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificate for shares of the Corporation, the Corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
balance sheet and profit and loss statement.
The balance sheets and profit and loss statement shall be filed in the
Registered Office of the Corporation in this state, shall be kept for at least
five years and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this Corporation, from time to time, may declare
and the Corporation may pay dividends on its shares in cash, property, or its
own shares, except when the Corporation is insolvent or when such a payment
would render the Corporation insolvent, subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be in
circular form.
ARTICLE VIII. INDEMNIFICATION
Each person, his heirs, executors, administrators or estate, who is or was
a director or officer of the Corporation, who is or was an agent or employee of
the Corporation other than an officer and as to whom the Corporation has agreed
to grant indemnity or who is or was serving at the request of the Corporation as
its representative in the position of a director,
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officer, agent, or employee of another corporation, partnership, joint venture,
trust, or other enterprise and as to whom the Corporation has agreed to grant
indemnity shall be indemnified by the Corporation as of right to the tidiest
extent permitted or authorized by current or future legislation or by current or
future judicial or administrative decision, against any fine, liability, cost or
expense, including attorneys' fees, asserted against him or incurred by him in
his capacity as director, officer, agent, employee, or representative, or
arising out of his status as director, officer, agent, employee, or
representative. The foregoing right of indemnification shall not be exclusive of
other rights to which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and any
such person against any fine, liability, cost or expense, whether or not the
Corporation would have the legal power to directly indemnify him against that
liability.
ARTICLE IX. AMENDMENT
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors, at any meeting by majority vote of the
directors if notice of the proposed action was included in the notice of the
meeting or is waived in writing by all of the directors.
These Bylaws were approved at the Meeting of the Board of Directors on this
16th day of January 2001.
Dated: January 16, 2001 By: /s/ Robert A. Younker
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Robert A. Younker
Its: Secretary
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