Exhibit 3.2
BYLAWS OF
BONUS STORES, INC.
A Florida Corporation
Article I. -- Shareholders
1.1 Annual Meeting. A meeting of shareholders shall be held each year for
the election of directors and for the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be designated
by the Board of Directors.
1.2 Special Meeting. Special meetings of the shareholders, for any purpose
or purposes, shall be held when directed by the Secretary, or at the request of
the holders of not less than one tenth of all outstanding shares of the
corporation entitled to vote at the meeting.
1.3 Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Florida, as the place of meeting for any
annual or special meeting of the shareholders. If no designation is made, the
place of meeting shall be the principal office of the corporation (in the State
of Florida).
1.4 Action Without a Meeting. Unless otherwise provided in the articles of
incorporation, action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding shares of each voting
group entitled to vote on it 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
approving shareholders having the requisite number of votes of each voting group
entitled to vote, and delivered to the corporation at its principal office in
Florida or its principal place of business, or to the corporate secretary or
another office 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 corporation action unless, within 60 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 request 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 corporation
at its principal office or its principal place of business, or received by the
corporate secretary or other officer or agency 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 under the articles of incorporation or by law,
<PAGE>
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.
A consent signed as required by this section has the effect of a meeting
vote and may be described as such in any document.
Whenever action is taken as provided in this section, the written consent
of the shareholders consenting or the written reports of inspectors appointed to
tabulate such consents shall be filed with the minutes of proceedings of
shareholders.
1.5 Notice of Meeting. Except as provided in F.S. Chapter 607, the Florida
Business Corporation Act, written or printed 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 ten
nor more than 60 days before the date of the meeting, either personally or by
first class mail, by, or at the direction of, the President or the Secretary, or
the officer or other persons calling the meeting, to each shareholder or record
entitled to vote at the meeting. If the notice is mailed at least 30 days before
the date of the meeting, it may be effected by a class of United States mail
other than first class. If mailed, the notice shall be effective when mailed, if
mailed postage prepaid and correctly addressed to the shareholder's address
shown in the current record of shareholders of the corporation.
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. 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 be given as
provided in this section to each shareholder of record on the new record date
entitled to vote at such meeting.
1.6 Waiver of Notice of Meeting. Whenever any notice is required to be
given to any shareholder, a waiver in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting and delivered to the corporation for inclusion in the minutes or filing
with the corporate records, shall be equivalent to the giving of such notice.
Attendance of a person at a meeting shall constitute a waiver of (a) lack of or
defective notice of the meeting, unless the person objects at the beginning of
the meeting to the holding of the meeting or the transacting of any business at
the meeting or (b) lack of defective notice of a particular matter at a meeting
that is not within the purpose or purposes described in the meeting notice,
unless the person objects to considering the matter when it is presented.
1.7 Fixing of Record Date. In order that the corporation may determine the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to demand a special meeting, the board of directors may
fix, in advance, a record date, nor more than 70 days before the date of the
meeting or any other action. A determination of shareholders of record entitled
to notice of, or to vote at, a meeting of shareholders shall apply to any
adjournment of the meeting unless the board 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.
If no prior action is required by the board, 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
1.4 of this Article.
1.8 Voting Record. After fixing a record date for a meeting of
shareholders, the 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 continuing through the
<PAGE>
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 (subject to the requirement of F.S.
607.1602(3)) 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
of shareholder, 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.
1.9 Voting Per Share. Except as otherwise provided in the articles of
incorporation or by F.S. 607.0721, each shareholder is entitled to one vote for
each outstanding share held by him, her, or it on each matter voted at a
shareholders' meeting.
1.10 Voting of Shares. A shareholder may vote at any meeting of
shareholders of the corporation, either in person or by proxy.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder or, in the absence of any applicable bylaw, by a person or
persons designated by the board of directors of the corporate shareholder. In
the absence of any such designation or, in the 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 the shares.
Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him or her, either in person or
by proxy, without a transfer of such shares into his or her name. Shares
standing in the name of a trustee may be voted by him or her, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him or her
without a transfer of such shares into his or her name or the name of his or her
nominee.
Shares held by or under the control of, a receiver, a trustee in bankruptcy
proceedings, or any assignee for the benefit of creditors may be voted by such
person without the transfer into his or her name.
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes in person or by proxy, that act binds all; (b) if more than one vote,
in person or by proxy, the majority so voting binds all; (c) if more than one
votes, in person or by proxy, but the vote is evenly split on any particular
matter, each faction is entitled to vote the share or shares in question
proportionally; or (d) if the instrument or order so filed shows that any such
tenancy is held in unequal interest, a majority or a vote evenly split for
purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.
1.11 Proxies. Any shareholder of the corporation, other person entitled to
vote on behalf of a shareholder pursuant to F.S. 607.0721, or attorney-in-fact
for such persons, may vote the shareholder's shares in person or by proxy. Any
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form, either personally or by an attorney-in-fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, shall be deemed a sufficient appointment form.
<PAGE>
An appointment of a proxy is effective when received by the secretary of
the corporation or such other officer or agent authorized to tabulate votes, and
shall be valid for up to 11 months, unless a longer period is expressly provided
in the appointment form.
The death or incapacity of the 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 authority under
the appointment.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
1.12 Quorum. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Except as otherwise provided in the articles of
incorporation or by law, a majority of the shares entitled to vote on the matter
by each voting group, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one third of the shares of each voting group entitled to vote. If less
than a majority of outstanding shares entitled to vote are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. After a quorum has been established at any
shareholders' meeting, the 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.
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.
1.13 Manner of Action. If a quorum is present, 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 a greater or lesser number of affirmative votes is required by
the articles of incorporation or by law.
1.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, 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.
1.15 Inspectors of Election. Before each shareholders' meeting, the board
of directors or president shall appoint one or more Inspectors of Election. Upon
appointment, each inspector shall take and sign an oath faithfully to execute
the duties of inspector at the meeting with strict impartiality and to the best
of his or her ability. Inspectors shall determine the number of shares
outstanding, the number of shares present at the meeting, and whether a quorum
is present. The inspectors shall receive votes and ballots and determine all
challenges and questions as to the right to vote. The inspectors shall count and
tabulate all votes and ballots and determine the result. Inspectors shall
perform other duties as are proper to conduct elections of directors and votes
on other matters with fairness to all shareholders. Inspectors shall make a
certificate of the results of elections of directors and votes on other matters.
No inspector shall be a candidate for election as a director of the
corporation.
Article 2 - Board of Directors
2.1 General Powers. Except as provided in the articles of incorporation and
by law, 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.
2.2 Number, Terms, Classification and Qualification. The board of directors
of the corporation shall consist of at least two persons. The number of
directors may at any time and from time to time be increased or decreased by
action of either the shareholders or the board of directors, but no decrease in
<PAGE>
the number of directors shall have the effect of shortening the term of any
incumbent director. A director must be a natural person or at least 18 years of
age. Each director shall hold office until a successor has been elected and
qualified or until an earlier resignation, removal from office or death.
2.3 Regular Meetings. An annual regular meeting of the board of directors
shall be held without notice immediately after, and at the same place as, the
annual meeting of the shareholders and at such other time and place as may be
determined by the board of directors. The board may, at any time and from time
to time, provide by resolution the time and place, either within or without the
State of Florida, for the holding of the annual regular meeting or additional
regular meeting of the board without other notice than the resolution.
2.4 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board, the president or any one director.
The person or persons authorized to call special meetings of the board may
designate any place, either within or without the State of Florida, as the place
for holding any special meeting of the board called by them. If no designation
is made, the place of the meeting shall be the principal office of the
corporation in Florida.
Notice of any special meeting of the board may be given by any reasonable
means, oral or written, and at any reasonable time before the meeting. The
reasonableness of notice given in connection with any special meeting of the
board shall be determined in light of all pertinent circumstances. It shall be
presumed that notice of any special meeting given at least two days before the
meeting either orally (by telephone or in person), or by written notice
delivered personally or mailed to each director at his or her business or
residence address, is reasonable. 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 mail, 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. Neither the business to be transacted at, nor the purpose
or purposes of, any special meeting need to be specified in the notice or in any
written waiver of notice of the meeting.
2.5 Waiver of Notice of Meeting. Notice of a meeting of the board of
directors need not be given to any director who signs a written waiver of notice
before, during or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of the meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and 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.
2.6 Quorum. A majority of the number of directors fixed by, or in the
manner provided in, these bylaws shall constitute a quorum for the transaction
of business; provided however, that whenever, for any reason, a vacancy occurs
in the board of directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled.
2.7 Manner of Action. The act of a majority of the directors present at a
meeting at which a quorum is present when the vote is taken shall be the act of
the board of directors.
2.8 Presumption of Assent. A director of the corporation who is present at
a meeting of the board of directors or a committee of the board when corporate
action is taken shall be presumed to have assented to the action taken, unless
he or she objects at the beginning of the meeting, or promptly upon arrival, to
holding the meeting or transacting specific business at the meeting, or he or
she votes against or abstains from the action taken.
2.9 Action Without a Meeting. Any action required or permitted to be taken
at a meeting of the board of directors or a committee of it may be taken without
a meeting if a consent in writing, stating the action so taken, is signed by all
the directors. Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed under this section shall have the effect of a meeting
vote and may be described as such in any document.
<PAGE>
2.10 Meetings by Means of Conference Telephone Call or Similar Electronic
Equipment. Members of the board of directors may participate in a meeting of the
board by means of a conference telephone call or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation by such means constitutes presence in person at a
meeting.
2.11 Resignation. Any director may resign at any time by giving written
notice to the corporation, the board of directors or its chairman. The
resignation of any director shall take effect when the notice is delivered
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.
2.12 Removal. Any director, or the entire board of directors, may be
removed at any time, with or without cause, by action of the shareholder, unless
the articles of incorporation provide that directors may be removed only 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 of one of the purposes of the meeting is
the removal of the director or directors.
2.13 Vacancies. Any vacancy 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 though
less than a quorum of the board of directors, or by the shareholders.
2.14 Compensation. Each director may be paid the expenses, if any, of
attendance at each meeting of the board of directors, and may be paid a stated
salary as a director of a fixed sum for attendance at each meeting of the board
of directors or both, as may from time to time be determined by action of the
board of directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore.
Article 3 - Committees of the Board of Directors
The board of directors, by resolution adopted by a majority of the full
board, 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 prohibited by F.S. 607.0825(1).
Each committee must have two or more members who serve at the pleasure of
the board. The board of directors, by resolution adopted in accordance with this
article, may designate one or more directors as alternate members of any
committee, who may act in the place and stead of any absent member or members at
any meeting of the committee.
Article 4 - Officers
4.1 Officers. The officers of the corporation shall be a president, a vice
president, a secretary, a treasurer and any other officers and assistant
officers as may be deemed necessary, and as shall be approved, by the board of
directors. Any two or more offices may be held by the same person.
4.2 Appointment and Term of Office. The officers of the corporation shall
be appointed annually by the board of directors at the first meeting of the
board held after the shareholders' annual meeting. If the appointment of
officers does not occur at this meeting, the appointment shall occur as soon
thereafter as practicable. Each officer shall hold office until a successor has
been duly appointed and qualified, or until an earlier resignation, removal from
office or death.
4.3 Resignation. Any officer of the corporation may resign from his or her
respective office or position by delivering notice to the corporation. The
resignation is effective when delivered unless the notice specifies a later
<PAGE>
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 provides that the
successor does not take office until the effective date.
4.4 Removal. Any officer of the corporation may be removed from his or her
respective office or position at any time, with or without cause, by the board
of directors.
4.5 President. The president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors,
generally supervise and control all of the business and affairs of the
corporation, and president at all meetings of the shareholders, the board of
directors and all committees of the board of directors on which he or she may
serve. In addition, the president shall possess, and may exercise, such power
and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, and as are incident to the
offices of president and chief executive officer.
4.6 Vice Presidents. Each vice president shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him or her by the board of directors.
4.7 Secretary. The secretary shall keep the minutes of the proceedings of
the shareholders and of the board of directors in one or more books provided for
that purpose; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and of the seal of the corporation; and keep a register of the post
office address of each shareholder of the corporation. In addition, the
secretary shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to him or her by the
board of directors and as are incident to the office of secretary.
4.8 Treasurer. The treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the corporation; receive and give
receipts for money due and payable to the corporation from any source whosoever;
and deposit all such money in the name of the corporation in such banks, trust
companies or other depositaries as shall be used by the corporation. In
addition, the treasurer shall possess, and may exercise such power and
authority, and shall perform such duties, as may from time to time be assigned
to him or her by the board of directors and as are incident to the office of
treasurer.
4.9 Other Officers, Employees and Agents. Each and every other officer,
employee and agent of the corporation shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, the officer appointing him or
her, and such officer or officers who may from time to time be designated by the
board to exercise supervisory authority.
4.10 Compensation. The compensation of the officers of the corporation
shall be fixed from time to time by the board of directors.
Article 5 - Certificates of Stock
5.1 Certificates for Shares. The board of directors shall determine whether
shares of the corporation shall be uncertificated or certificated. If
certificated shares are issued, certificates representing shares in the
corporation shall be signed (either manually or by facsimile) by the president
or vice president and the secretary or an assistant secretary and may be sealed
with the seal of the corporation or a facsimile thereof. A certificate that has
been signed by an officer or officers who later ceases to be such officer shall
be valid.
5.2 Transfer of Shares; Ownership of Shares. Transfers of shares of stock
of the corporation shall be made only on the stock transfer books of the
corporation, and only after the surrender to the corporation of the certificates
representing such shares. Except as provided by F.S. 607.0721, the person in
whose name shares stand on the books of the corporation shall be deemed by the
<PAGE>
corporation to be the owner thereof for all purposes and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares on the part of any other person, whether or not it shall have express or
other notice thereof.
5.3 Lost Certificates. The corporation shall issue a new stock certificate
in the place of any certificate previously issued if the holder of record of the
certificate: (a) makes proof in affidavit form that the certificate has been
lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the corporation has notice that the lost, destroyed or
wrongfully taken certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim; (c) at the discretion of the
board of directors, gives bond in such form and amount as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
Article 6 - Actions with Respect to Securities of Other Corporations
Unless otherwise directed by the board of directors, the president or a
designee of the president shall have power to vote and otherwise act on behalf
of the corporation, in person or by proxy, at any meeting of shareholders of, or
with respect to any action of shareholders of, any other corporation in which
this corporation may hold securities and to otherwise exercise any and all
rights and powers that the corporation may possess by reason of its ownership of
securities in other corporations.
Article 7 - Amendments
These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by action of the board of directors, subject to the limitations of F.S.
607.1020(1). The shareholders of the corporation may alter, amend or repeal
these bylaws or adopt new bylaws even though these bylaws may also be amended or
repealed by the board of directors.
Article 8 - Corporate Seal
The board of directors shall provide for a corporate seal which shall be
circular and shall have the name of the corporation, the year of its
incorporation, and the state of incorporation inscribed on it.
