FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIANGLE IMAGING GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2493183
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(STATE OF OR OTHER JURISDICTION (IRS EMPLOYER OF
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4400 WEST SAMPLE ROAD, SUITE 228
COCONUT CREEK, FL 33073
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(ADDRESS OF PRINCIPAL) (ZIP CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [x]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
COMMON STOCK
The Company is authorized to issue up to 50,000,000 shares of Common
Stock.
Subject to the rights of holders of Preferred Stock, if any, holders of
shares of Common Stock of the Company are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor. There are presently no plans to pay
dividends with respect to the shares of Common Stock. Upon liquidation,
dissolution or winding up of the Company, after payment of creditors and the
holders of any senior securities of the Company, including Preferred Stock, if
any, the assets of the Company will be divided pro rata on a per share basis
among the holders of the shares of Common Stock. The Common Stock is not subject
to any liability for further assessments. There are no conversion or redemption
privileges nor any sinking fund provisions with respect to the Common Stock and
the Common Stock is not subject to call. The holders of Common Stock do not have
any pre-emptive or other subscription rights.
Holders of shares of Common Stock are entitled to cast one vote for
each share held at all stockholders' meetings including the annual meeting, for
all purposes, including the election of directors. The Common Stock does not
have cumulative voting rights.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes 1,000,000 shares
of "blank check" Preferred Stock, whereby the Board of Directors of the Company
shall following the approval of the Company's shareholders have the authority to
issue shares of Preferred Stock from time to time in one or more classes or
series, to fix the number of shares constituting any class or series and the
stated value thereof, if different from the par value, and to fix the term of
any such series or class, including dividend rights, dividend rates, conversion
or exchange rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price and the liquidation preference of
such class or series.
Item 2. Exhibits.
Exhibit
Document No.
- -------- -------
(a) Articles of Incorporation of the Registrant as amended. 3.01
(b) By-Laws of the Registrant. 3.02
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TRIANGLE IMAGING GROUP, INC.
By: /s/ Harold S. Fischer
---------------------------------------
Name: Harold S. Fischer
Title: President
Dated: December ___, 1998
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TRIANGLE IMAGING GROUP, INC.
The Articles of Incorporation of the above-named corporation (the
"Corporation"), filed with the Department of State on the 12th day of December,
1984 and assigned Document Number H33728, are hereby amended pursuant to a
written consent tin lieu of meeting executed by the holders of all of the
Corporation's Common Stock and all of the Corporation's Directors on the 4th day
of April, 1995, as follows:
ITEM 1
1. ARTICLE IV - CAPITAL STOCK is hereby amended to read as follows:
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock which the Corporation shall have
authority to issue is fifty one million (51,000,000) shares, consisting of fifty
million (50,000,000) shares of Common Stock having a par value of $.001 per
share and one million (1,000,000) shares of Preferred Stock having a par value
of $1.00 per share.
This Articles of Amendment to the Articles of Incorporation was adopted
by the shareholders and directors on the 4th day of April, 1995.
IN WITNESS WHEREOF, the undersigned has executed these articles of
Amendment to the Articles of Incorporation this 4th day April, 1995.
By: /s/ VITO BELLEZZA
------------------------------------------
Vito Bellezza, President and Secretary
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<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
-------------------------------
THE TRIANGLE GROUP, INC.
-------------------------------
(present name)
PURSUANT TO THE PROVISIONS OF SECTION 607.1006, FLORIDA STATUTES, THIS
CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES
OF INCORPORATION:
FIRST: Amendment(s) adopted: (indicate article number(s) being
amended, added or deleted)
TRIANGLE IMAGING GROUP, INC.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing
the amendment if not contained in the amendment itself, are
as follows:
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THIRD: The date of each amendment's adoption: April 6, 1995
FOURTH: Adoption of Amendment(s) (check one)
[X] The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient
for approval.
[ ] The amendment(s) was/were approved by the shareholders
through voting groups.
THE FOLLOWING STATEMENT MUST SEPARATELY PROVIDE FOR EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE
AMENDMENT(S):
*The number of votes cast for the amendment(s) was/were sufficient for
approval by _____________.
voting group
[ ] The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
[ ] The amendment(s) was/were adopted by the incorporators
without shareholder action and shareholder action was not
required.
Signed this day 12th of April, 1995.
Signature:/s/ VITO A. BELLEZZA
-------------------------------------------------------------
Vito A. Bellezza
(by the Chairman or Vice Chairman or Board of Directors,
President or other officer if adopted by the shareholder
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
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Typed or printed name
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Title
3
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
THE TRIANGLE GROUP, INC.
Pursuant to the provisions of Section 607.194 of the Florida
General Corporation Act, The Triangle Group, Inc., originally
incorporated under the name Benefit Performance of America, Inc. on
December 12, 1984, adopts these restated Articles of Incorporation.
These restated Articles of Incorporation have been duly adopted by the
directors of the corporation, only restate and integrate the provisions
of the corporation's articles of incorporation as theretofore amended
and do not further amend the provisions of the corporation's articles
of incorporation except as permitted pursuant to Section 607.194(4) of
the Florida General Corporation Act, and there is no discrepancy
between the corporation's articles of incorporation as theretofore
amended and the provisions of the restated articles of incorporation
other than the inclusion of amendment adopted pursuant to Section
607.194(4) and the omission of matters of historical interest.
ARTICLE ONE
The following amendment to the Articles of Incorporation was
adopted, pursuant to Sections 607.187 and 607.194(4) of the Florida
General Corporation Act, by the shareholders of the corporation on June
6, 1989 at the annual meeting of the shareholders.
Article IV of the Articles of Incorporation is hereby amended
as follows:
"The aggregate number of shares which the corporation shall
have authority to issue is 75,000,000 shares with a par value of one
hundredth of a cent ($.0001) per share.
ARTICLE TWO
The Articles of Incorporation, as restated and amended by
these restated Articles of Incorporation, are set forth below:
ARTICLE I
NAME
The name of the corporation is The Triangle Group, Inc.
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ARTICLE II
DURATION
This corporation shall have perpetual existence.
ARTICLE III
PURPOSE
This corporation is organized for the purpose of transacting
any or all lawful business for which corporation may be incorporation
under Chapter 607 of the Florida Statutes.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the corporation shall
have authority to issue is 75,000,000 shares with a par value of one
hundredth of a cent ($.0001) per share.
ARTICLE V
INDEMNIFICATION
The corporation shall indemnify any officer or director, or
any former officer or director, to the full extent permitted by law.
THE TRIANGLE GROUP, INC.
By: /s/ THOMAS SECRETO
-----------------------------
Thomas Secreto, President
By: /s/ ARTHUR MARINO
-----------------------------
Arthur Marino, Secretary
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<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges that he is the duly elected
qualified and acting Secretary of The Triangle Group, Inc., a Florida
corporation (the "Company"), and that the foregoing is a true and
correct copy of the restated Articles of Incorporation as adopted by
the board of directors and the Amendment duly adopted by the vote of
the requisite number of shareholder votes of the Company.
DATED this ________ day of _______________, 1989.
/s/ ARTHUR MARINO
------------------------------------
Arthur Marino
Secretary
STATE OF NEW YORK :
:
COUNTY OF NASSAU :
SUBSCRIBED AND SWORN TO before me, by the said Arthur Marino
this 17th day of July, 1989, to certify which, witness my hand and seal
of office.
/s/ ESTELLE PORTANOVA
------------------------------------
Estelle Portanova
Notary Public in and for the
State of New York
------------------------------------
Printed Name of Notary Public
My Commission Expires: May 11, 1991
6
<PAGE>
ARTICLES OF AMENDMENT BY THE SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF THE TRIANGLE GROUP, INC.
Pursuant to the provisions of Article 607.187 of the Florida
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation.
ARTICLE I
The name of the corporation is The Triangle Group, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on September 18, 1989, at special meeting of
the shareholders.
Article IV of the Articles of Incorporation is hereby amended as
follows:
The aggregate number of shares which the
Corporation shall have authority to issued is
10,714,286 shares with a par value of seven
hundredths of a cent ($.0007) per share.
ARTICLE III
The number of shares of the Corporation outstanding at the time of the
adoptions was 33,797,535 and the number of shares entitled to vote on the
amendment was 33,797,535.
ARTICLE IV
The number of shares which voted for the amendment and the number of
shares which voted against the amendment was as follows:
FOR: 20,352,507 Votes
AGAINST: 16,049 Votes
ABSTAIN: ` 17,079 Votes
DATED this 25th day of September 1989.
THE TRIANGLE GROUP, INC.
By: /s/ THOMAS SECRETO
-----------------------------
Thomas Secreto, President
By: /s/ ARTHUR MARINO
-----------------------------
Arthur Marino, Secretary
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<PAGE>
ACKNOWLEDGMENT
The undersigned acknowledges that he is the duly elected qualified and
acting SECRETARY OF THE TRIANGLE GROUP, INC., a Florida corporation (the
"Company"), and that the foregoing is a true and correct copy of the Articles of
Amendment duly adopted by the vote of the requisite number of shareholder votes
of the Company.
DATED this 25 day of September 1989.
/s/ ARTHUR MARINO
------------------------------------
Arthur Marino, Secretary
STATE OF NEW YORK :
:
COUNTY OF NASSAU :
SUBSCRIBED AND SWORN TO BEFORE ME, by the said ARTHUR MARINO this 25th
day of September 1989, to certify which, witness my hand and seal of office.
ESTELLE PORTANOVA
------------------------------------
Notary Public in and for the
State of New York
------------------------------------
Printed Name of Notary Public
My Commission Expires: May 11, 1991
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AMENDED BYLAWS
OF
TRIANGLE IMAGING GROUP, INC.
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be maintained
at the offices of CT Corporation in Miami, Florida. The registered office or the
registered agent, or both, may be changed by resolution of the Board of
Directors, upon filing the statement required by law.
1.2 PRINCIPAL OFFICE
The principal office of the corporation shall be at 56 W. Main
Street, Bay Shore, New York, provided that the Board of Directors shall have
power to change the location of the principal office in its discretion.
1.3 OTHER OFFICES
The Corporation may also maintain offices at such places
within or without the State of Florida as the Board of Directors may from time
to time appoint or as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
2.1 PLACE OF MEETING
All meetings of Shareholders, both regular and special, shall
be held either at the principal office of the Corporation, or at such other
place as shall be designated in the notice of the meeting.
<PAGE>
2.2 ANNUAL MEETING
The annual meeting of shareholders for the election of
directors and for the transaction of all other business which may come before
the meeting shall be held on the last Friday of April in each year (if not a
legal holiday and, if a legal holiday, then on the next business day following)
at the hour specified in the notice of meeting.
If the election of directors shall not be held on the day
above designated for the annual meeting, the Board of Directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.
The annual meeting of shareholders may be held for any other
purpose in addition to the election of directors which may be specified in a
notice of such meeting. The meeting may be called by resolution of the Board of
directors or by a writing filed with the secretary signed either by a majority
of the directors or by shareholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote at
any such meeting.
2.3 NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of
the meeting, and in case of a special meeting, the purpose or purposes for which
the meeting was called, shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the president, secretary or the officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such 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 share transfer books of the Corporation, with postage
thereon prepaid.
2.4 VOTING OF SHARES.
Each outstanding share, regardless of class, shall be entitled
to vote on each matter submitted to vote at a meeting of shareholders, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation or by law.
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Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
this Corporation, and shares of its own stock held by this Corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months form the date of its execution
unless otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable, and in no event shall it remain
irrevocable for a period of more than eleven (11) months.
At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote, or if authorized by the
Articles of Incorporation, to cumulate his votes by giving one candidate as many
votes as the number of such directors multiplied by the number of his shares
shall equal, or by distributing such votes on the same principal among any
number of such candidates. Any shareholder who intends to cumulate his votes as
herein authorized shall give written notice of such intention to the secretary
of the corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.
2.5 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for nay other proper purpose, the Board of Directors may provide
that the share transfer books shall be closed for a stated period not exceeding
sixty (60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the ByLaws
or, in the absence of an applicable bylaws, the Board of Directors may fix in
advance a date as the record date for any determination of shareholders, not
later than sixty (60) days
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<PAGE>
and, in case of a meeting of shareholders, not earlier than ten (10) days, prior
to the date on which the particular action requiring such determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
2.6 QUORUM OF SHAREHOLDERS.
Unless otherwise provided by in the Articles of Incorporation,
the holders of a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders, but in no
event shall a quorum consist of the holders of less than one-third (1/3) of the
shares entitled to vote and thus represented at such meeting. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law, the Articles of
Incorporation or the ByLaws.
2.7 VOTING LISTS
The officer or agent having charge of the share transfer books
for the shares of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
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2.8 ACTION BY CONSENT OF SHAREHOLDERS.
In lieu of a formal meeting, action may be taken by written
consent of such number of the shareholders as is required by either State law or
the Corporation's ByLaws for passage of such corporate action.
ARTICLE III
DIRECTORS
3.1 BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed
by a Board of Directors. Directors need not be residents of the State of Florida
or shareholders in the Corporation.
3.2 NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be not less than three (3) nor
more than seven (7) as fixed from time to time by the Directors provided that
the number may be increased or decreased from time to time by an amendment to
these ByLaws, but no decrease shall have the effect of shortening the term of
any incumbent director. At each annual election the shareholders shall elect
directors to hold office until the next succeeding annual meeting.
3.3 VACANCIES
Any vacancy occurring in the Board of Directors may be filled
by the affirmative vote of the remaining directors, though less than a quorum of
the Board. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose or by appointment by a majority of the Board of Directors present at a
meeting at which a quorum is present. Any director appointed to fill a vacancy
on the Board by the Board of Directors pursuant to this Section 3.03 shall serve
until the next annual meeting or special meeting of shareholders at which his
successor is elected and has been qualified.
3.4 QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum
for the transaction of business. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
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3.5 ANNUAL MEETING OF DIRECTORS
Within thirty (30) days after each annual meeting of
shareholders, the Board of Directors elected at such meeting shall hold an
annual meeting at which they shall elect officers and transact such other
business as shall come before the meeting.
3.6 REGULAR MEETING OF DIRECTORS
A regular meeting of the Board of Directors elected may be
held at such time as shall be determined from time to time by resolution of the
Board of Directors.
3.7 SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the Board of
Directors whenever required to do so by the President or by two directors. Such
special meeting shall be held at the time specified in the notice of meeting.
3.8 PLACE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or
special) shall be held either at the principal office of the Corporation or at
such other place, either within or without the State of Florida, as shall be
specified in the notice of meeting.
3.9 NOTICE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or
special) shall be held upon five (5) days written notice stating the date,
place, and hour of meeting delivered to each director either personally or by
mail or at the direction of the president or the secretary or the officer or
person calling the meeting.
In any case where all of the directors execute a waiver of
notice of the time and place of meeting, no notice thereof shall be required,
and any such meeting (whether annual, regular or special) shall be held at the
time and at the place (either within or without the State of Florida) specified
in the waiver of notice of such meeting, except where the directors attends a
meeting or the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
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Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
3.10 COMPENSATION
Directors, as such, shall not receive any stated salary for
their services1 but, by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each annual,
regular or special meeting of the Board or at any meeting of any committee of
the Board, provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
3.11 ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by written
consent of such number of the directors as is required by either State law or
the Corporation's ByLaws for passage of such corporate action.
3.12 COMMITTEES
The Board of Directors may, by resolution passed by a majority
of the whole Board, designate an executive committee and one or more other
committees, each committee to consist of one or more directors of the
Corporation. the Board may designate one or more directors as alternate member
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to making, altering or repealing any ByLaw of
the Corporation; electing or appointing any director, or removing any officer or
director; submitting to shareholders any action that requires shareholders'
approval; or amending or repealing any resolution theretofore adopted by the
board which by its terms is amendable or repealable only by the board. Such
committee or committees shall have such name or names
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as may be determined from time to time by resolution adopted by the board of
directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.
ARTICLE IV
OFFICERS
4.1 OFFICERS ELECTION
The officers of the Corporation shall consist of a President,
one or more Vice Presidents, a Secretary, and a Treasurer. The Board of
Directors may also choose, at its discretion, a Chairman of the Board, one or
more assistant secretaries and one or more assistant treasurers. All such
officers shall be elected at the annual meeting of the Board of Directors
provided for in Article III, Section 5. If any office is not filed at such
annual meeting, it may be filled at any subsequent regular or special meeting of
the Board. The Board of Directors at such annual meeting, or at any subsequent
regular or special meeting may also elect or appoint such other officers and
assistant officers and agents as may be deemed necessary. Any two or more
officer may be held by the same person, except the offices of president and
secretary.
All officers and assistant officers shall be elected to serve
until the next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided, that any officer
or assistant officer elected or appointed by the Board of Directors may be
removed with or without cause at any regular or special meeting of the Board
whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term as shall be specified, subject to like right of
removal by the Board of Directors.
4.2 VACANCIES
If any office becomes vacant for any reason, the vacancy may
be filled by the Board of Directors.
4.3 POWER OF OFFICERS
Each officer shall have, subject to these ByLaws, in addition
to the duties and powers specifically set forth herein, such powers and duties
as are commonly incident to his office and
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such duties and powers as the Board of Directors shall from time to time
designate. All officers shall perform their duties subject to the directions and
under the supervision of the Board of Directors. The president may secure the
fidelity of any and all officers by bond or otherwise.
4.4 PRESIDENT
The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the directors and shareholders.
He shall see that all orders and resolutions of the Board are carried out,
subject however, to the right of the directors to delegate specific powers,
except such as may be by statute exclusively conferred on the president, to any
other officers of the Corporation.
He or any vice president shall execute bonds, mortgages and
other instruments requiring a seal, in the name of the Corporation, and, when
authorized by the Board, he or any vice president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any vice
president shall sign certificates of stock.
The president shall be ex-officio a member of all standing
committees.
He shall submit a report of the operations of the Corporation
for the year to the directors at their meeting next preceding the annual meeting
of the shareholders and to the shareholders at their annual meeting.
4.5 VICE PRESIDENT
The Vice Presidents shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president, and they
shall perform such other duties as the Board of Directors shall prescribe.
4.6 SECRETARY AND ASSISTANT SECRETARIES
The Secretary shall attend all meetings of the Board and all
meetings of the Shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. He shall give or cause to be given notice of all meetings of the
Shareholders and meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board. He shall keep in safe
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custody the seal of the Corporation, and when authorized by the Board, affix the
same to any instrument requiring it, and when so affixed, it shall be attested
by his signature or by the signature of an Assistant Secretary.
The Assistant Secretary shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary, and
they shall perform such other duties as the Board of Directors shall prescribe.
In the absence of the secretary or an assistant secretary, the
minutes of all meetings of the Board and shareholders shall be recorded by such
person as shall be designated by the president or by the Board of Directors.
4.7 TREASURER AND ASSISTANT TREASURERS
The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall keep and maintain the Corporation's books of account and
shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the Corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall disburse funds for capital expenditures as authorized by the Bid
and in accordance with the orders of the president, and present to the president
for his attention any requests for disbursing funds if in the judgment of the
treasurer and such request is not properly authorized. He shall perform such
other duties as may be directed by the Board of Directors or by the president.
If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
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ARTICLE V
CERTIFICATES OF STOCK; TRANSFER, ETC.
5.1 CERTIFICATES OF STOCK
The certificates for shares of stock of the Corporation shall
be numbered and shall be entered in the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary of if
the Board of Directors determines, by any one of the afore-named officers and
shall be sealed with the seal of the Corporation or a facsimile thereof. If the
corporation has a transfer agent or registrar, other than the Corporation itself
or an employee of the Corporation, the signatures of any such officer may be
facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signature shall have been used on any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though the person or persons who
signed such certificates or whose facsimile signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law be prescribed
form time to time by the Board of Directors.
The Corporation may appoint from time to time transfer agents
and registrars, who shall perform their duties under the supervision of the
secretary.
5.2 TRANSFERS OF SHARES
Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
5.3 REGISTERED SHAREHOLDERS
The Corporation shall 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
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equitable or other claim top or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
5.4 LOST CERTIFICATES
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of that fact by the person claiming the certificate to be lost.
When authorizing the issuance of a new certificate or certificates, the Board of
Directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise the same in such manner as
it shall require or to give the Corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the Corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.
ARTICLE VI
DIVIDEND
6.1 DECLARATION
The Board of Directors may declare at any annual, regular or
special meeting of the Board and the Corporation may pay, dividends on the
outstanding shares in cash, property or in the shares of the Corporation to the
extent permitted by, and subject to the provisions of, the laws of the State of
Florida.
6.2 RESERVES
Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies or for equalizing dividends or for repairing
or maintaining any property of the Corporation or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may abolish any such reserve in the manner in which it was created.
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ARTICLE VII
MISCELLANEOUS
7.1 INFORMAL ACTION
Any action required to be taken or which may be taken at a
meeting of the shareholders, directors or members of the executive committee,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by such number of the shareholders, directors, or
members of the executive committee as is required by law, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of the shareholders, directors,
or members of the executive committee, as the case may be, at a meeting of said
body.
7.2 SEAL
The corporate seal shall be circular in form and shall contain
the name of the Corporation, the year of its incorporation and the words
"FLORIDA," and "CORPORATE SEAL." The seal may be used by causing it or a
facsimile to be impressed or affixed or in any other manner reproduced. The
corporate seal may be altered by order of the Board of Directors at any time.
7.3 CHECKS
All checks or demands for' money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
7.4 FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January in each and every year.
7.5 DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting of
the shareholders a full and clear statement of the business and condition of the
Corporation.
7.6 AMENDMENTS
These ByLaws may be altered, amended or repealed in whole or
in part by the affirmative vote of the Board of Directors.
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ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
8.1 RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"Proceeding"), by reason of the fact that he or she is or was a director of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by Section 607.0850 of the Florida Business
Corporation Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrator; provided, however, that except as provided in
Section 2 hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, if Florida law requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service as or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
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ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise.
8.2 RIGHT OF INDEMNITEE TO BRING SUIT
If a claim under Section 1 of this Article is not paid in full
by the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any suit by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct set forth in
Section 607.0850 of the Florida business Corporation Act. Neither the failure of
the corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
Section 607.0850 of the Florida Business Corporation Act nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct, or, in the case of such suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee, by a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the corporation.
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8.3 NON-EXCLUSIVITY OF RIGHTS
The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's certificate of incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
8.4 INSURANCE
The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or gent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under Florida law.
