SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 19, 1996
SPRINT-FLORIDA, INCORPORATED
(Exact name of registrant as specified in its charter)
Florida 0-1244 59-0248365
(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
P.O. Box 165000, Altamonte Springs, Florida 32716-5000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 889-6010
United Telephone Company of Florida
(Former Name, if changed since last report)
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Item 1. Changes in Control of Registrant.
Effective December 31, 1996, all of the capital stock of registrant was
contributed by its parent, Sprint Corporation ("Sprint"), to the capital of
another wholly-owned Sprint subsidiary, Centel Corporation ("Centel"), which
then contributed all of the capital stock of registrant to the capital of
Central Telephone Company ("CTC"), a wholly-owned subsidiarry of Centel.
Following such transfers, all of the capital stock of registrant is held by CTC.
Item 2. Acquisition or Disposition of Assets.
Effective December 31, 1996, immediately following the contribution of
all of the capital stock of registrant to CTC, Central Telephone Company of
Florida ("Central"), a Florida corporation and a wholly-owned subsidiary of CTC,
merged with and into the registrant.
Pursuant to the Agreement and Plan of Merger, each share of
registrant's stock was not changed as a result of the merger and each share of
Central was canceled.
Central provides local exchange telephone service in portions of the
state of Florida through approximately 379,000 access lines.
Item 5. Other Events.
Effective December 19, 1996, the registrant changed its name to
Sprint-Florida, Incorporated.
Item 7. Financial Statements and Exhibits.
(a) Not applicable based on Section 210.3-05 (b) (2) (i)
(b) Not applicable based on section 210.11-01 (c)
(c) Exhibits
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Exhibit No.
2 Agreement and Plan of Merger, dated as of December 20, 1996, between
Sprint-Florida, Incorporated and Central Telephone Company of Florida.
3i Restated Articles of Incorporation of Sprint-Florida, Incorporated.
3ii Bylaws of Sprint-Florida, Incorporated, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINT-FLORIDA, INCORPORATED
By /s/ J.J. Beling
(Name) J.J. Beling
(Title) Controller
Dated: January 14, 1997
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EXHIBIT INDEX
Exhibit
Number Exhibit Page No.
2 Agreement and Plan of Merger, dated as of December 20, 1996, 5
between Sprint-Florida, Incorporated and Central Telephone
Company of Florida.
3i Restated Articles of Incorporation of Sprint-Florida, 8
Incorporated.
3ii Bylaws of Sprint-Florida, Incorporated, as amended. 10
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AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of the 20th day of December,
1996, is entered into by and between Sprint-Florida, Incorporated
("Sprint-Florida") and Central Telephone Company of Florida ("Centel"), Florida
corporations, sometimes jointly referred to as the Constituent Corporations.
WHEREAS, as of the date of this Agreement and Plan of Merger, all of
the outstanding Common Stock of Sprint-Florida is owned by Sprint Corporation
("Sprint"), a Kansas corporation, and, at the effective time of the merger, all
of the Common Stock of Sprint-Florida will be owned by Central Telephone
Company, a Delaware corporation ("CTC"), which is a subsidiary of Centel
Corporation, a Kansas corporation, which in turn is a subsidiary of Sprint; and
WHEREAS, all of the outstanding Common Stock of Centel is owned by CTC;
and
WHEREAS, the Board of Directors of the Constituent Corporations have
deemed it advisable and in the best interests of their Shareholder that Centel
be merged into Sprint-Florida; and
WHEREAS, the adoption of an Agreement and Plan of Merger by the
respective Boards of Directors and Shareholder of the Constituent Corporations
is required by the Florida Business Corporation Act;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Plan of Merger. In accordance with the Florida Business Corporation
Act, Centel shall be merged with and into Sprint-Florida which shall be the
Surviving Corporation. The name of the Surviving Corporation shall remain
unchanged. The Articles of Incorporation of Sprint-Florida shall not be amended
by reason of the merger and shall be the Articles of Incorporation of the
Surviving Corporation. The Bylaws of Sprint-Florida shall be amended by reason
of the merger as set forth in Section 6 of this Agreement and, as so amended,
shall be the Bylaws of the Surviving Corporation.
2. Effective Date of Merger. At such time following the fulfillment of
the conditions precedent set forth in Section 7 of this Agreement as the parties
hereto may agree, the Constituent Corporations shall deliver Articles of Merger
to the Department of State of the State of Florida pursuant to Section 607.1105
of the Florida Business Corporation Act, and if the Department of State finds
that the Articles conform to law and all taxes or fees have been paid, it will
file them. As further provided in Section 607.1101 of said Act the merger shall
be effective on December 31, 1996 immediately following the transfer of the
Common Stock of Sprint-Florida to CTC. Such date is designated the "Effective
Date."
3. Outstanding Shares. The number of shares of capital stock of each
Constituent Corporation outstanding on September 30, 1996 is as follows:
(a) Sprint-Florida: 6,500,000 shares of Common Stock, par value
$2.50.
(b) Centel: 10 shares of Common Stock, no par value.
4. Payment for Shares. The manner and basis of converting the shares
of capital stock of each of the Constituent Corporations shall be as follows:
(a) Each share of the Common Stock, par value $2.50, of
Sprint-Florida which shall be outstanding on the Effective
Date shall not be changed by reason of the merger and shall
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continue to be one share of Common Stock, par value $2.50,
of the Surviving Corporation.
(b) Each share of the Common Stock, no par value, of Centel
which shall be outstanding on the Effective Date shall be
canceled.
5. Effect of Merger. On the Effective Date, the separate existence of
Centel shall cease, and Sprint-Florida, as the Surviving Corporation, shall
succeed to all property, real, personal and mixed, and franchises of each of the
Constituent Corporations, as well as all debts due on whatever account to each
of them, and thenceforth be responsible for all the liabilities and obligations
of each of them, all as provided in Section 607.1106 of the Florida Business
Corporation Act. At and after the Effective Date, the assets and liabilities of
the Constituent Corporations shall be carried on the books of the Surviving
Corporation at the amounts at which they were carried on the books of the
Constituent Corporations immediately prior to the merger, and the capital
surplus and earned surplus of the Surviving Corporation shall be the sum of the
respective surpluses of the Constituent Corporations, subject to such
adjustments, eliminations or transfers as required to give effect to the merger
contemplated by this Agreement.
6. Amendment of Bylaws. On the Effective Date, Section 66 of the Bylaws
of Sprint-Florida shall be amended to read as follows:
66. The corporate seal shall have inscribed thereon:
"Sprint-Florida, Incorporated. Corporate Seal."
7. Conditions Precedent to the Merger. The obligations of Sprint-
Florida and Centel to effect the merger in accordance with the provisions of
this Agreement are subject to the conditions that:
(a) CTC, as shareholder of each of the Constituent Corporations,
shall have approved this Agreement.
(b) Sprint-Florida and Centel shall have received all necessary
approvals from regulatory agencies or other governmental
bodies having jurisdiction over the transactions
contemplated hereby and each shall have obtained all other
required consents and approvals.
8. Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Effective Date by
mutual agreement of the Boards of Directors of the Constituent Corporations, in
which event all obligations of the Constituent Corporations hereunder shall
terminate without liability on the part of any party.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all such counterparts together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto, pursuant to authority given by
their respective Boards of Directors and Shareholder, have caused its Agreement
to be entered into and signed, attested and sealed by their respective
authorized officers as of the day and year first above written.
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Sprint-Florida, Incorporated
By: /s/ J.D. Kelley
J. D. Kelley, President
ATTEST:
/s/ J.M. Johns
- ------------------------------
J. M. Johns, Secretary
(S E A L)
Central Telephone Company of Florida
By: /s/ J.D. Kelley
J. D. Kelley, President
ATTEST:
/s/ J.M. Johns
- ------------------------------
J. M. Johns, Secretary
(S E A L)
MERGER/AGM-MERG.DOC
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RESTATED
ARTICLES OF INCORPORATION
OF
SPRINT-FLORIDA, INCORPORATED
Sprint-Florida, Incorporated, whose Articles of Incorporation were
filed by the Florida Department of State under the name of United Telephone
Company of Florida, does hereby amend and restate its Articles of Incorporation
by filing the following Restated Articles of Incorporation, pursuant to Section
607.1007 of the Florida Business Corporation Act. The Restated Articles of
Incorporation change the name of the Corporation from United Telephone Company
of Florida to Sprint-Florida, Incorporated.
ARTICLE I - NAME
The name of this Corporation shall be:
SPRINT-FLORIDA, INCORPORATED.
ARTICLE II - PLACE OF BUSINESS
The principal place of business of this Corporation shall be Apopka,
Orange County, Florida, but it may establish offices and agencies in any place
or places in or out of the State of Florida.
ARTICLE III - PURPOSE AND GENERAL POWERS
The general purpose of this Corporation shall be the transaction of any or
all lawful business for which corporations may be incorporated under the
Florida Business Corporation Act, as amended (hereinafter referred to as the
"Act"). This Corporation shall have all the powers enumerated in the Act and all
such powers as are not specifically prohibited to corporations for profit under
the laws of the State of Florida.
ARTICLE IV - CAPITAL STOCK
(a) Amount and Designation - The aggregate number of shares which this
Corporation shall have authority to issue is 16,000,000 shares of common stock
having a par value of $2.50 per share, which shall be designated "Common Stock."
(b) Voting Rights of Stockholders - At each meeting of the
stockholders, every holder of Common Stock shall be entitled to cast one vote,
on each matter on which stockholders of record shall be entitled to vote, for
each share of such stock standing in such holder's name on the record books of
the Corporation on the record date fixed for the determination of stockholders
entitled to vote at such meeting. Such holders shall vote together on all such
matters and not by classes or series, except when and as may be otherwise
required by law or these Articles of Incorporation.
(c) Payment for Common Stock - All or any of the Common Stock of the
Corporation, if sold, may be paid for in cash, but may also be paid for in
property, labor or services at a just valuation to be fixed by the Board of
Directors at a meeting called for that purpose. Property, labor or services may
also be purchased or paid for with Common Stock at a just valuation of such
property, labor or services, to be fixed by the Board of Directors of the
Corporation at a meeting called for such purpose. In no event shall such just
valuation be less than par value.
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(d) No Preemptive Rights - No holders of shares of any class of the
capital stock of the Corporation shall have as a matter of right any preemptive
or preferential right to subscribe for, purchase, receive or otherwise acquire
any part of any new or additional issue of stock of any class, whether now or
hereafter authorized, or any bonds, debentures, notes, or other securities of
the Corporation, whether or not convertible into shares of stock of the
Corporation.
ARTICLE V - TERM
This Corporation shall have perpetual existence.
ARTICLE VI - REGISTERED OFFICE AND AGENT
The street address of the registered office of the Corporation shall be
555 Lake Border Drive, Apopka, Florida 32703, and the registered agent of the
Corporation at such address shall be JERRY M. JOHNS. The Corporation may change
its registered agent or the location of its registered office, from time to
time, without amendment to these Restated Articles of Incorporation.
ARTICLE VII - BUSINESS
The business of this Corporation shall be conducted by the Board of
Directors and by the following officers: Chairman of the Board, President, one
or more Vice Presidents, Secretary, Treasurer, and Controller. The Board of
Directors shall consist of not less than five nor more than eleven persons. The
number of directors may be changed from time to time through the bylaws, but
shall never be less than five. More than one office may be held by one and the
same person. The Board of Directors may appoint an Executive Committee and such
other committees and officers of the Corporation, having such powers, duties and
terms of office as such Board of Directors may deem advisable, and as may be
provided by the bylaws of the Corporation.
ARTICLE VIII - AMENDMENT
This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.
CERTIFICATE
The foregoing Restated Articles of Incorporation were duly adopted by
the Board of Directors of the Corporation in accordance with the Act on November
12, 1996, and by the holder of the shares of common stock, being the sole shares
entitled to vote thereon, on December 10, 1996, and the number of votes cast for
the foregoing Restated Articles of Incorporation was sufficient for approval by
such holder of common stock.
IN WITNESS WHEREOF, the undersigned does hereby make and file
these restated articles of incorporation declaring and certifying that the facts
stated herein are true and hereby subscribes thereto and hereunto sets his hand
and seal this 20 day of December, 1996.
STATE OF FLORIDA )
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this 16th day of
December, 1996, by Jerry M. Johns, who is personally known to me.
/s/ Pamela Campbell
Notary Public - State of Florida
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SPRINT-FLORIDA, INCORPORATED
Incorporated Under the Laws
of the State of Florida
September 29, 1925
BYLAWS
AS AMENDED JANUARY 1, 1997
CONTENTS OF BYLAWS
SECTION
Amendments to Bylaws ............................................... 67 - 73
Assistant Secretary ................................................ 34 & 48
Assistant Treasurer ................................................ 34 & 52
Board of Directors ................................................. 12
Chairman of the Board .............................................. 33 & 37
Certificates of Stock .............................................. 61
Committees - Other ................................................. 32
Compensation of Directors .......................................... 17
Compensation of Officers ........................................... 35
Controller ......................................................... 33 & 54
Corporate Seal ..................................................... 66
Duties of Officers - May be Delegated .............................. 60
Executive Committee ................................................ 28
Indemnification of Directors, Officers and Employees ............... 73
Inspectors of Election ............................................. 11
Lost Certificates of Stock ......................................... 64
Meetings of Directors .............................................. 19
Meetings of Stockholders ........................................... 1
Notices of Meetings of Directors ................................... 24
Notices of Meetings of Stockholders ................................ 4
Officers ........................................................... 33 - 60
Other Committees ................................................... 32
President .......................................................... 33 & 38
Quorum and Conduct of Meetings of Stockholders ..................... 8
Secretary .......................................................... 33 & 43
Stock Record ....................................................... 65
Transfer of Stock .................................................. 62
Treasurer .......................................................... 33 & 49
Vacancies .......................................................... 59
Vice Presidents .................................................... 33 & 42
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MEETINGS OF STOCKHOLDERS
1. The annual meeting of the stockholders shall be held at the offices of
the Corporation in Apopka, Florida, or at such other place either inside
or outside the State of Florida as may be designated in the notice of the
meeting, on such business day in the month of February of each calendar
year as is determined by the Board of Directors.
2. A special meeting of the stockholders may be called at any time by the
Board of Directors, the Executive Committee, the Chairman of the Board,
or the President; and the Chairman of the Board, President, or the
Secretary shall call a special meeting whenever requested, in writing, by
five directors, or by stockholders representing twenty-five percent of
the outstanding stock entitled to vote at such meeting. Such request
shall specify the time and object of the proposed meeting.
3. Special meetings of the stockholders shall be held at the offices of the
Corporation in Apopka, Florida, or at such other place either inside or
outside the State of Florida, as may be designated in the notice of the
meeting.
NOTICE OF MEETINGS OF STOCKHOLDERS
4. Notice of any meeting of the stockholders shall be mailed by the
Secretary not less than ten nor more than forty days before the meeting,
directed to each stockholder of record entitled to vote at such meeting
at his address as it appears on the stock record, unless the stockholder
has filed with the Secretary a written request that notices intended for
him shall be mailed to some other address in which case it shall be
mailed to the address designated in such request.
5. Notice of an annual meeting or of a special meeting shall state the time
and place and object of such meeting.
6. The failure of any stockholders to receive notice of any meeting of
stockholder shall not invalidate the meeting.
7. If amendments to the Bylaws or the Articles of Incorporation are proposed
by a stockholder, group of stockholders or the Board of Directors for
consideration by the stockholders at any annual meeting or special
meeting, the principal provisions of such proposed amendments shall be
described in said notice or attachments thereto for the stockholders
perusal prior to any annual or special meeting.
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QUORUM AND CONDUCT OF MEETINGS OF STOCKHOLDERS
8. At all meetings of the stockholders, a majority in interest of the stock
entitled to vote thereat shall constitute a quorum, except where by law a
greater interest is required; but a less number may adjourn the meeting
to a day specified.
9. Each stockholder entitled to vote shall be entitled to one vote for each
share of stock standing in the name of each such stockholder on the books
of the Corporation. Any stockholder entitled to vote may vote in person
or by written proxy. Upon demand of any stockholder, the vote for
directors or vote upon any other matters before the meeting, shall be by
ballot.
10. Except as otherwise provided by law, at any duly constituted meeting, the
vote of a majority in interest of the stock represented and entitled to
vote shall be sufficient to pass any measure.
INSPECTORS OF ELECTION
11. Where demand is made at a stockholders meeting to have vote by ballot,
three inspectors of election shall be elected by ballot by the
stockholders to serve during the meeting.
BOARD OF DIRECTORS
12. The business of the Corporation shall be managed by a Board of Directors
who shall be elected by the stockholders at the annual meeting and who
shall serve until their successors are elected.
13. Vacancies in the Board may be filled by the remaining directors.
14. The number of directors shall not be less than five.
15. Deleted April 17, 1974.
16. If the maximum number of directors are not elected at the annual meeting,
additional directors may be elected at a special meeting, provided the
notice of the meeting gives notice of such intention.
17. Directors as such shall receive no stated salaries for their services,
but by resolution of the Board of Directors, a fixed sum and expenses of
attendance may be allowed those directors not receiving regular salaries
from the Corporation, for attendance at regular and special meetings of
the Board or Executive Committee provided that nothing herein contained
shall be construed to preclude any director from representing the
Corporation in any other capacity and receiving compensation therefore.
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18. No director elected by the stockholders may be removed as a director by
the Board of Directors. Any director elected by the stockholders can be
removed only by a majority vote of the outstanding common stock of the
corporation at a special meeting of the stockholders called for such
purpose.
19. Meetings of the Board of Directors may be held at the offices of the
corporation in Apopka, Florida, or at any other place either inside or
outside the State of Florida.
20. A meeting of the Board of Directors for the election of officers and the
transaction of general business shall be held immediately following the
annual meeting of stockholders.
21. Regular meetings of the Board of Directors shall also be held at such
times and places as the Board may determine.
22. Special meetings of the Board of Directors may be called at any time by
the Chairman of the Board, or the President, and shall be called by the
Chairman of the Board, President, or by the Secretary upon request in
writing signed by two or more Directors and specifying the object of the
meeting, but special meetings, at any time or place, may be held by the
written consent and waiver of notice signed by all the Directors.
23. A majority of the Directors shall constitute a quorum, but a less number
may adjourn a meeting to any specified time and place.
NOTICE OF MEETINGS OF DIRECTORS
24. Notice of any meeting of the directors shall be sent by the Secretary to
each Director at least two days before such meeting, by mail, messenger
or telegraph, or be given personally, or by telephone.
25. Notice of a regular meeting shall state the time and place of such
meeting.
26. Notice of special meeting shall state the time, place and object of such
meeting.
27. No notice shall be necessary for the annual meeting for the election of
officers and the transaction of general business held immediately after
the annual meeting of the stockholders.
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EXECUTIVE COMMITTEE
28. The Board of Directors may designate by resolution from their number an
Executive Committee of not less than three members. A majority of the
Committee shall constitute quorum.
29. Except as otherwise provided by law, such Committee shall have and
exercise all the powers of the Board of Directors in the intervals
between the meetings of the Board.
30. Minutes of all meetings of the Committee shall be kept and recorded by
the Secretary, and shall be from time to time reported to the Board of
Directors.
31. The Chairman of the Board, or President, may designate from time to time
a member of the Board of Directors to act as a member of the Executive
Committee at any time or meetings thereof in place of any member of the
Executive Committee absent therefrom.
OTHER COMMITTEES
32. The Board of Directors may designate by resolution any other committee or
committees. Such other committees shall have and shall exercise such
powers as shall be conferred upon them respectively by the Board of
Directors.
OFFICERS
33. The Officers of the corporation shall be elected, or appointed, by the
Directors and shall consist of a President, such number of Vice
Presidents as the Directors shall from time to time determine, a
Secretary, a Treasurer and a Controller. The Directors may elect a
Chairman of the Board. The Chairman of the Board of Directors and
President must be members of the Board of Directors, but other officers
elected or appointed may or may not be members of the Board at the option
of the Board of Directors.
34. The Board of Directors may appoint one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers and agents as the
Board may consider necessary, who shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or the
Executive Committee.
35. The salaries of the officers, elected or appointed, of the Corporation
shall be fixed by the Board of Directors.
36. More than one office may be held by one and the same person.
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THE CHAIRMAN
37. The Chairman of the Board of Directors shall preside at all meetings of
the stockholders and the Board of Directors at which he is present. In
the absence of the Chairman of the Board, the President shall preside.
THE PRESIDENT
38. The President shall have direct charge of and supervision over the entire
operations of the Corporation, including operational matters, as well as
financial matters, and shall be the chief executive officer of the
Corporation. He shall likewise have the responsibility of carrying out
the policies and decisions adopted by the Board of Directors or the
Executive Committee. Upon authorization of the President, the duties of
the President may be delegated to any other officer of the Corporation.
39. The President is empowered to execute deeds, bills of sale, notes,
mortgages, bonds, contracts and other instruments that require execution,
for and in behalf of the Corporation, and to sign certificates of stock.
40. The President shall have such other powers and perform such other duties
as usually appertain to the office in business corporations or as may be
delegated to him by the Board of Directors or the Executive Committee.
41. In the absence or inability of the President, the duties of the office
shall be performed by such other officer of the Corporation as the Board
of Directors or the Executive Committee may designate.
THE VICE PRESIDENT
42. An Executive Vice President and/or one or more Vice Presidents may be
elected or appointed by the Board of Directors from time to time. Such
Vice Presidents shall be responsible to the President.
THE SECRETARY
43. The Secretary shall send all requisite notice of meetings of the
stockholders, the Board of Directors, and the Executive Committee.
44. The Secretary shall attend all meetings of the stockholders, the Board of
Directors and the Executive Committee and shall keep a true and faithful
record of the proceedings.
45. The Secretary shall have custody of the seal of the Corporation and of
all records, books, documents and papers of the Corporation, except those
required to be in the custody of the Treasurer or the Controller, and
except such subsidiary records as may be kept in departmental offices.
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46. The Secretary shall sign and execute all documents which require his
signature and execution, and shall affix the seal of the Corporation
thereto and attest the same when necessary.
47. The Secretary shall have such other powers and perform such other duties
as usually appertain to the office in business corporations, or as may be
assigned to him by the Board of Directors or the Executive Committee.
48. Any Assistant Secretary, in case of the absence or inability of the
Secretary, may exercise the powers to perform the duties of the
Secretary. The Assistant Secretaries shall have such other powers and
perform such other duties as may be assigned to them by the Board of
Directors, the Executive Committee or the Secretary.
THE TREASURER
49. The Treasurer shall receive and have charge of all funds and securities
of the Corporation; he shall deposit the funds to the credit of the
Corporation in such depositories as the Board of Directors or the
Executive Committee shall designate, and he shall disburse the same only
on written approval of the Controller or his duly authorized
representative, and under such rules and regulations as the Board of
Directors or the Executive Committee may adopt.
50. The Treasurer shall keep full and regular books showing all his receipts
and disbursements which books shall be open at all times to the
inspection of any member of the Board of Directors and he shall make such
reports as the Board of Directors or the Executive Committee may require.
51. The Treasurer shall have such other powers and perform such other duties
as usually appertain to the office in business corporations, or as may be
assigned to him by the Board of Directors or the Executive Committee.
52. Any Assistant Treasurer shall have such powers and perform such duties as
may be assigned to him by the Board of Directors, the Executive Committee
or the Treasurer within the scope of his authority.
53. The Treasurer and any Assistant Treasurer shall give such security for
the faithful performance of his duties as the Board of Directors or the
Executive Committee may require.
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THE CONTROLLER
54. The Controller shall have custody and charge of all books of account,
except those required by the Treasurer in keeping record of the work of
his office, and shall have supervision over such subsidiary accounting
records as may be kept in departmental offices.
55. The Controller shall have access to all books of account, including the
records of the Secretary and the Treasurer, for purposes of audit and for
obtaining information necessary to verify or complete the records of his
office.
56. The Controller or his duly authorized representatives shall certify to
the authorization and approval pertaining to all vouchers; and no
payments from the general cash shall be made by the Treasurer except on
voucher bearing the written approval of the Controller or his authorized
representative.
57. The Controller shall be responsible to the President and shall perform
such other duties as may be assigned to him by the Board of Directors or
the Executive Committee.
58. The Controller may designate some other person or persons to perform such
of his duties as he finds necessary to delegate in the ordinary conduct
of the business, and shall with the approval of the Board of Directors or
the Executive Committee designate some person to perform the duties of
Controller in case of his absence or inability.
VACANCIES
59. If the office of any Director, the Chairman of the Board, the President,
Vice President, the Secretary, the Treasurer, the Controller, or any
officer elected or appointed by the Board of Directors becomes vacant by
reason of death, retirement, removal or otherwise, the Directors then in
office may elect or appoint a successor or successors who shall
respectively hold office for the unexpired term in respect to which such
vacancy occurred.
DUTIES MAY BE DELEGATED
60. In case of the absence or inability of any officer, or for any other
reason that the Board of Directors may deem sufficient, the Board may
delegate the powers and duties of such office to any other officer, or
any other director, for the time being.
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CERTIFICATES OF STOCK
61. The certificates of stock of the Corporation shall be numbered and
entered in the books of the Corporation as they are issued. They shall
exhibit the holders name and the number of shares, and shall be signed by
the President or a Vice President and by the Secretary or an Assistant
Secretary, and shall bear the corporate seal.
TRANSFER OF STOCK
62. Transfer of stock shall be made on the books of the Corporation only by
the person named in the certificate, or by an attorney lawfully
constituted in writing, and upon surrender of such certificates.
63. The Corporation will be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any other claim to or interest in such
shares on the part of any other person, whether or not it shall have
express notice thereof, save as may be expressly provided by the laws of
the State of Florida.
LOST CERTIFICATES
64. Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation to that effect, and advertise the same
in such manner as the Board of Directors may require, and shall give the
Corporation a bond of indemnity, with one or more sureties satisfactory
to the Board of Directors, in at least double the par value of the stock
represented by the certificate claimed to be lost or destroyed, whereupon
a new certificate may be issued of the same tenor and for the same number
of shares as the one alleged to be lost or destroyed, but always subject
to the approval of the Board of Directors.
STOCK RECORD
65. A stock ledger shall be maintained showing a record of the stock holding
of each stockholder.
CORPORATE SEAL
66. The corporate seal shall have inscribed thereon: "Sprint-Florida,
Incorporated. Corporate Seal."
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AMENDMENTS
67. The Articles of Incorporation, Article VI, provides that "The bylaws may
be adopted or amended only by a majority of all the voting stock voting
in person or by proxy".
68. Any stockholder or group of stockholders of record can propose amendments
to the Bylaws or the Articles of Incorporation by a notice in writing to
the Secretary, outlining in sufficient detail such proposed amendments to
be considered at any annual meeting of the stockholders. Such notice must
be sufficiently in advance of the annual meeting and in the hands of the
Secretary in time to comply with Sections Four and Seven of these bylaws
entitled "Notice of Meetings of Stockholders."
69. Stockholders representing twenty-five percent of the total outstanding
stock entitled to vote can propose amendments to the Bylaws or Articles
of Incorporation by a notice in writing to the Secretary outlining in
sufficient detail such proposed amendments and the request that a special
meeting of the stockholders be called in accordance with Section Two of
these Bylaws, entitled "Meetings of Stockholders."
70. Any proposals for amendments to the Bylaws or the Articles of
Incorporation can be recommended by any elected or appointed officer or
the Executive Committee, but must have approval of the Board of Directors
before being recommended by the management of the Company as a group for
consideration at any annual or special meeting of the stockholders. Any
officer who is also a stockholder, however, shall have the right as a
stockholder, to propose amendments to the Bylaws or Articles of
Incorporation at any annual meeting of the stockholders so long as
Section 68 under this heading is complied with.
71. In no event shall any amendment or amendments to the Bylaws or the
Articles of Incorporation be considered valid unless proper notice of
such amendment or amendments is given to stockholders in advance of any
annual or special meeting in compliance with Sections 4, 7, 68, 69 and 70
of these Bylaws.
72. That whenever in these Bylaws the word "stockholder" or "stockholders" is
used, it shall be construed to mean only the holder or holders of stock
entitled to vote pursuant to the Certificate of Incorporation, except,
however, as used in Bylaw Number 65 pertaining to the maintenance of a
stock ledger; and wherever in these Bylaws the word "stock" is used, it
shall be construed to mean stock possessing voting power pursuant to the
Certificate of Incorporation, except, however, as used in Bylaws Numbers
39, 61, 62, 63, 64 and 65 pertaining generally to the issuance of stock
certificates and maintenance of stock records.
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73. Indemnification of Officer and Directors.
(a) Limitation of Liability.
No person shall be liable to the Corporation for any loss or
damage suffered by it on account of any action taken or omitted to
be taken by him or her as a director or officer of the Corporation
in good faith, if such person (1) exercised or used the same
degree of care and skill as a prudent man or woman would have
exercised or used under the circumstances in the conduct of his or
her own affairs, or (2) took or omitted to take such action in
reliance on advice of counsel for the Corporation or upon
statements made or information furnished by officers or employees
of the Corporation which he or she had reasonable grounds to
believe.
(b) Indemnification
(1) Actions Other Than Those by or in the Right of the
Corporation. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he or she is or was a director or
officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the
Corporation (or such other corporation or organization),
and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea
of nolo contendre 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 or she 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 reasonable cause to believe that his or her
conduct was unlawful.
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(2) Action by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that he or she is or was a director or officer,
of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the Corporation (or such other corporation or
organization) and 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 for
negligence or misconduct in the performance of his or her
duty to the Corporation (or such other corporation or
organization) unless and only to the extent that the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
(3) Successful Defense of Action. Notwithstanding, and without
limitation of, any other provision of this Section 73, to
the extent that a director or officer of the Corporation has
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph (1) or
(2) of this Section 73, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
(4) Determination Required. Any indemnification under paragraph
(1) or (2) of this Section 73 (unless ordered by a court)
shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of
the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in said paragraph. Such determination shall be
made (i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the
particular action, suit or proceeding, or (ii) if a quorum
is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
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(5) Advance of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding as authorized may be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of a
satisfactory undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by
the Corporation as authorized in this Section 73.
(c) Nonexclusivity; Duration.
The indemnifications, rights, and limitations of liability
provided by this Section 73 shall not be deemed exclusive of any
other indemnifications, rights or limitations of liability to
which any person may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise, either
as to action in his official capacity or as to action in another
capacity while holding office, and they shall continue although
such person has ceased to be a director or officer and shall inure
to the benefit of his or her heirs, executors and administrators.
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