State of Florida
[GRAPHIC]
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of B Y & C MANAGEMENT, INC., a Florida corporation, filed on April
29, 1998, as shown by the records of this office.
The document number of this corporation is P98000038715.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-ninth day of April, 1998
/s/ Sandra B. Mortham
Sandra B. Mortham
Secretary of State
[SEAL OF THE STATE OF FLORIDA]
<PAGE>
FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS
98 APR 29 AM 11:58
ARTICLES OF INCORPORATION
OF
B Y & C MANAGEMENT, INC.
ARTICLE I. CORPORATE NAME.
The name of this corporation is: B Y & C MANAGEMENT, INC.
ARTICLE II. NATURE OF BUSINESS AND POWERS.
The general nature of the business to be transacted by this Corporation is
to engage in any and all businesses permitted under the laws of the State of
Florida.
ARTICLE III. CAPITAL STOCK.
The maximum number of shares of stock that this Corporation is authorized
to issue and have outstanding at any one time is 7,000 shares of common stock
having par value of $1.00 per share.
ARTICLE IV. PRINCIPAL OFFICE
The principal office and mailing address of B Y & C MANAGEMENT, INC., shall
be:
22 South Tuttle Avenue, Suite 4
Sarasota FL 34237
ARTICLE V. TERM OF EXISTENCE.
This Corporation shall have perpetual existence.
ARTICLE 4. REGISTERED AGENT AND INITIAL REGISTERED OFFICE.
The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:
Thomas M. Fitzgibbons
Attorney at Law
22 South Tuttle Avenue
Suite 4
Sarasota, Florida 34237
The Board of Directors from rime to time may move the Registered Office to
any other address in the State of Florida.
<PAGE>
ARTICLE VII. BOARD OF DIRECTORS.
This Corporation shall have one director initially. The number of directors
may be increased or diminished from rime to time by Bylaws adopted by the
stockholders, but shall never be less than one.
ARTICLE VIII. INITIAL DIRECTORS.
The name of the initial director of this Corporation and street address is:
Robert A. Younker
22 South Tuttle Avenue, Suite 4
Sarasota, FL 34237
The person named as initial director shall hold office for the first year
of existence of this Corporation or until a successor is elected or appointed
and has qualified, whichever occurs first.
ARTICLE IX. INCORPORAT1ON.
The name and street address off the person signing these Articles of
Incorporation as the Incorporator is:
Thomas M. Fitzgibbons, Esquire
22 South Tuttle Avenue
Suite 4
Sarasota, FL 34237
ARTICLE X. AMENDMENT.
These Articles of Incorporation may be amended in the manner provided by
law. Every amendment shall be approved by the Board of Directors, proposed by
them to the stockholders and approved at a stockholder's meeting by at least a
majority of the stock entitled to vote, unless all of the directors and all of
the stockholders sign a written statement manifesting their intention that a
certain amendment of these Articles of Incorporation be made.
IN WITNESS WHEREOF, the undersigned Thomas M. Fitzgibbons, as Incorporator,
has executed the foregoing Articles of Incorporation on the 28th day of April,
1998.
/s/ THOMAS M. FITZGIBBONS
---------------------------
THOMAS M. FITZGIBBONS
2
