SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14870
QUIPP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2306191
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
4800 N.W. 157th Street, Hialeah, Florida 33014
(Address of principal executive offices)
Registrant's telephone number, including area code (305) 623-8700
Indicate by check mark whether the registrant ( 1 ) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of the registrant's common stock. $.01 par value,
outstanding at July 31, 1996 was 1,634,465.
QUIPP, INC.
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets - 3
June 30, 1996 and December 31, 1995
Consolidated Statements of Operations - three and six months 4
ended June 30, 1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity - 5
six months ended June 30, 1996
Consolidated Statements of Cash Flows - six months 6
ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements 7
Item 2 - Management's Discussion and Analysis of Consolidated 8
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 9
Item 6 - Exhibits and Reports on Form 8-K
PART I - FINANCIAL INFORMATION
QUIPP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
(Unaudited) (Summarized from
audited
Financial
statements)
ASSETS
Cash and cash equivalents $ 406,498 $ 1,251,020
Securities available for sale 7,520,452 5,486,438
Accounts receivable, net 3,371,086 6,907,402
Inventories 3,500,283 3,474,885
Deferred tax asset 1,177,920 1,177,920
Prepaid expenses and other receivables 37,762 85,281
TOTAL CURRENT ASSETS 16,014,001 18,382,946
Property, plant and equipment, net 1,906,718 1,991,665
Goodwill 483,911 499,522
Other assets 293,469 354,315
Deferred tax assets 38,680 38,680
TOTAL ASSETS $18,736,779 $21,267,128
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities:
Current portion of long-term debt $ 400,000 $ 400,000
Accounts payable 1,001,679 821,957
Accrued salaries and wages 410,039 499,041
Customer deposits and deferred income 416,994 3,159,502
Current tax liability 156,935 213,997
Other accrued liabilities 1,188,548 1,760,019
TOTAL CURRENT LIABILITIES 3,574,195 6,854,516
Long-term debt 1,550,000 1,550,000
TOTAL LIABILITIES 5,124,195 8,404,516
Shareholders Equity
Common stock - par value $.01 per share,
authorized 8,000,000 shares, 1,634,465
shares issued and outstanding 16,345 16,345
Additional paid-in capital 5,113,190 5,113,190
Retained earnings 8,778,449 8,028,477
Less treasury stock, 68,700 shares at cost (295,400) (295,400)
TOTAL SHAREHOLDERS EQUITY 13,612,584 12,862,612
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $18,736,779 $21,267,128
See accompanying notes to the consolidated financial statements.
QUIPP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1996 1995 1996 1995
Net sales $4,454,063 $5,737,277 $8,848,504 $10,927,658
Cost of sales 2,790,346 3,907,599 5,571,821 7,412,655
Gross profit 1,663,717 1,829,678 3,276,683 3,515,003
Other operating income and (expense) items:
Selling, general and
administrative expenses (964,515) (1,034,324) (1,862,235) (1,948,392)
Research and development (221,727) ( 18,145) (354,077) (63,200)
(1,186,242) (1,052,469) (2,216,312) (2,011,592)
Operating profit 477,475 777,209 1,060,371 1,503,411
Other income (expenses)
Interest income 88,349 84,616 151,736 138,307
Interest expense (13,421) ( 4,928) (21,683) (19,923)
74,928 79,688 130,053 118,384)
Income before income taxes 552,403 856,897 1,190,424 1,621,795
Income taxes 211,047 263,398 440,452 551,000
Net income $341,356 $593,499 $749,972 $1,070,795
Net income per common and common
equivalent share $0.19 $0.37 $0.44 $0.67
Weighted average number of common
equivalent shares outstanding 1,720,976 1,623,578 1,675,468 1,610,218
See accompanying notes to the consolidated financial statements
<TABLE>
QUIPP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
Additional Common Treasury Stock
Common Stock Paid-in Retained Stock at Cost
Shares Amount Capital Earnings Subscribed Shares Amount Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 1,634,465 16,345 5,113,190 8,028,477 0 68,700 (295,400) 12,862,612
Net income 749,972 749,972
Balance, June 30, 1996 1,634,465 16,345 5,113,190 8,778,449 0 68,700 (295,400) 13,612,584
</TABLE>
QUIPP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
Net income $ 749,972 $ 1,070,795
Cash inflows (outflows) from investments
and expenditures in property, plant and
equipment, net (1,594,494) (1,096,748)
Increase (Decrease) in cash (844,522) (25,953)
Cash, at beginning of year 1,251,020 744,770
Cash, at June 30 406,498 718,817
Supplemental disclosure of
cash payments made for:
Interest 21,579 30,653
Income taxes 480,000 697,600
See accompanying notes to the consolidated financial statements
QUIPP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The financial information included herein includes the accounts of Quipp, Inc.
and Quipp Systems, Inc. (a wholly-owned subsidiary) and is unaudited. The
accompanying consolidated financial statements have been prepared on a basis
consistent with that used as of and for the year ended December 31, 1995, in
conformity with generally accepted accounting principles, (GAAP) and, in the
opinion of management, reflect all adjustments (principally consisting of
normal recurring accruals) necessary to present fairly the financial position
of Quipp, Inc. as of June 30, 1996 and the results of its operations, the
changes in its stockholders equity for the six months ended June 30, 1996 and
cash flows for the six months ended June 30, 1996 and 1995. All significant
intercompany transactions have been eliminated in consolidation.
The results of operations for the three and six months ended June 30, 1996 are
not necessarily indicative of the results to be expected for the full year
ending December 31, 1996.
NOTE 2 - INVENTORIES
Inventories at June 30, 1996 have been recorded at the lower of cost or
market. Cost is determined using the first-in, first-out (FIFO) method. The
composition of inventories at June 30, 1996 and December 31, 1995 is as
follows:
June 30, December 31,
1996 1995
Raw materials $1,551,404 $2,945,575
Work in process 1,557,283 247,572
Finished goods 391,596 281,738
$ 3,500,283 $3,474,885
QUIPP, INC. AND SUBSIDIARY
MANAGEMENT S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1996 VS 1995
Net sales for the three and six months ended June 30, 1996 decreased to
$ 4 , 454,063 and $8,848,504 from $5,737,277 and $10,927,658 for the
corresponding periods in 1995. Generally, for 1996 decreased sales reflect
lower demand in the newspaper industry for capital equipment. Although sales
have decreased for the three and six month periods, gross profit as a
percentage of sales increased from 32% in 1995 to 37% in 1996. This was due
to a product mix improvement and decreased inventory reserves charged to cost
of sales in 1996 as a result of lower raw material inventories on hand.
Selling, general and administrative expenses for the three and six months
ended June 30, 1996 decreased to $964,515 and $1,862,235 from $1,034,324 and
$1,948,392 for the corresponding periods in 1995. The decrease was primarily
due to lower variable selling expenses, however, as a percentage of sales.
Selling, general and administrative expenses increased reflecting an increase
in personnel.
Research and development expenses for the three and six months ended June 30,
1996 increased to $221,727 and $354,077 from $18,145 and $63,200 in the
corresponding periods in 1995. The increase reflects the Company s investment
in two new projects relating to the Company's bottomwrapper and cartloader.
The Company expects research and development expenditures to increase further
as it develops other new products.
GENERAL
The Company s backlog as of June 30, 1996 was approximately $6,876,993
compared to $6,036,984 at June 30, 1995. The Company expects to ship all
backlog within the next twelve months. Management is optimistic that the
increased backlog will have a positive impact on net sales during the
remainder of 1996.
LIQUIDITY
The Company believes that its cash and securities available for sale of
$7,926,950 at June 30, 1996 are adequate to support the Company s operations
at its current level.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 4. Submission of Matters to a Vote of Security-Holders
On May 14, 1996, the Company held its Annual Meeting of Shareholders.
At the meeting, the shareholders voted on the election of the six members of
the Board of Directors, a proposed amendment to the Articles of Incorporation
increasing the number of shares of Common Stock that the Company is
authorized to issue to 8,000,000 shares and ratification of the appointment of
KPMG Peat Marwick LLP as independent public accountants to examine the
financial statements of the Company for 1996.
The voting results on the four matters are set forth below:
1. Election of Directors:
Name of Nominee For Withheld
Ralph M. Branca 1,290,456 5,825
Richard D. Campbell 1,290,456 5,825
Jack D. Finley 1,290,456 5,825
Cristina H. Kepner 1,290,456 5,825
Louis D. Kipp 1,290,456 5,825
William L. Rose 1,290,456 5,825
2. Amendment to the of Articles of Incorporation increasing the
number of
shares of Common Stock that the Company is authorized to issue to
8,000,000 shares:
For Against Abstain
1,246,804 38,020 3,600
3. Approval of the Quipp, Inc. 1996 Equity Compensation Plan:
For Against Abstain Broker Non-votes
730,120 55,950 14,900 495,311
4. Ratification of the appointment of KPMG Peat Marwick LLP as
independent public accountants
to examine the financial statements for the Company for 1996:
For Against Abstain
1,293,981 1,800 500
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3.1) Articles of Incorporation, as amended
(3.2) Bylaws, as amended
(27) Financial Data Schedule
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.
QUIPP, INC.
Date: August 14, 1996 By: s\Ralph M. Branca
Ralph M. Branca
President and Chief Executive
Officer
By: s\Jeffrey S. Barocas
Jeffrey S. Barocas
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Quipp, Inc.
second quarter Form 10-Q and is qualified in its entirety by reference to such
10-Q filing.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 406,498
<SECURITIES> 7,520,452
<RECEIVABLES> 4,033,245
<ALLOWANCES> 622,159
<INVENTORY> 3,500,286
<CURRENT-ASSETS> 16,014,001
<PP&E> 3,581,904
<DEPRECIATION> 1,675,186
<TOTAL-ASSETS> 18,736,779
<CURRENT-LIABILITIES> 3,574,195
<BONDS> 1,350,000
0
0
<COMMON> 16,345
<OTHER-SE> 13,596,239
<TOTAL-LIABILITY-AND-EQUITY> 18,736,779
<SALES> 8,848,504
<TOTAL-REVENUES> 9,000,240
<CGS> 5,571,821
<TOTAL-COSTS> 5,571,821
<OTHER-EXPENSES> 2,216,312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (21,683)
<INCOME-PRETAX> 1,190,424
<INCOME-TAX> 440,452
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 749,972
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
</TABLE>
ARTICLES OF INCORPORATION OF
QUIPP, INC.
(Pursuant to Item 601(3)(b)(3)(i) of Regulation 8-K, the following
constitutes a complete copy of the Articles of Incorporation of the
Registrant, as amended to date and as currently in effect).
ARTICLE I
NAME
The name of the Corporation shall be: QUIPP, INC.
ARTICLE II
PURPOSE
The Corporation is organized for the purpose of transacting any and all
lawful business for which Corporations may be incorporated under the State of
Florida.
ARTICLE III
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have
authority to issue is 8,000,000 shares of common stock , $.01 par value.
ARTICLE IV
NO PREEMPTIVE RIGHTS
The holders of the common stock of this Corporation shall have no
preemptive rights to purchase any shares of the stock of this Corporation.
ARTICLE V
TERMS OF EXISTENCE
This Corporation shall exist perpetually.
ARTICLE VI
BOARD OF DIRECTORS
The total number of directors of this Corporation shall be the number
from time to time fixed by the Directors, in accordance with the terms and
conditions of the Bylaws of the Corporation.
ARTICLE I
Offices
Section 1.01. Principal Office. The principal office of the
corporation in the State of Florida, which may be the registered office, shall
be established at such place as the board of directors shall from time to time
determine.
Section 1.02. Registered Office. The registered office of the
corporation in the State of Florida shall be at the office of its registered
agent as stated in the articles of incorporation or as the board of directors
shall from time to time determine.
Section 1.03. Other Offices. The corporation may have additional
offices at such other places, either within or without the State of Florida,
as the board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
Meetings of Shareholders
Section 2.01. Annual Meeting. The annual meeting of shareholders shall
be held after the close of each fiscal year on such date and at such time as
determined by the board of directors. The shareholders entitled to vote at
such meeting shall elect the directors and shall transact such other business
as may properly be brought before the meeting.
Section 2.02. Special Meetings. Special meetings of the shareholders
of the corporation may be called, for any purpose or purposes permitted by
law, by the board of directors on its own initiative and shall be called by
the board of directors upon written request by the chairman of the board,
president of the corporation, or, upon delivery to the secretary of one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held, by the holders of not less than ten percent of all the
shares entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Notice of such meeting shall be given by the secre-
tary as provided herein. Only business within the purpose or purposes
described in such special meeting notice may be conducted at a special
shareholders meeting.
Section 2.03. Place of Meetings. All meetings of the shareholders of
the corporation shall be held at such place within or without the State of
Florida as shall be designated from time to time by the board of directors and
stated in the notice of such meeting or in a duly executed waiver of notice
thereof.
Section 2.04. Voting Lists. The officer or agent of the corporation
having charge of the stock transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at the meeting and any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each shareholder, which list shall be kept on file at the place
identified in the meeting notice in the city where the meeting will be held or
the corporation's principal place of business or at the office of its
registrar or transfer agent for a period of at least ten days prior to the
meeting, and shall be subject to inspection by any shareholder 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
ledger or transfer book, or a duplicate thereof, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger
or transfer book, or to vote, in person or by proxy, at any meeting of the
shareholders.
Section 2.05. Fixing of a Record Date. The board of directors may fix
in advance a date as the record date for any determination of shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or entitled
to payment of a dividend or allotment of any rights or privileges, such date
in any case to be not more than seventy days and, in the case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the 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 the
secretary mails the notice of the meeting 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, unless the board of directors fixes a
new record date under this section for the adjourned meeting. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
Section 2.06. Notice of Meetings. Written notice stating the place,
day and hour of every meeting of the shareholders shall be given by the
secretary to each shareholder entitled to vote at such meeting, either
personally or by first class mail, at least ten days, but not more than sixty
days, prior to the day named for the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States first-class mail
postage prepaid, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation.
Section 2.07. Precondition to Delivery of Notice of Special Meeting of
Shareholders Called by Shareholders. The secretary shall inform shareholders
who have delivered a written request for a special meeting and otherwise
complied with section 2.02 of the reasonably estimated costs of preparing and
mailing a notice of the meeting, and, on payment of these costs to the
corporation, the secretary shall deliver notice of such meeting to each
shareholder entitled thereto.
Section 2.08. Quorum. The presence, in person or by proxy, of
shareholders entitled to cast a majority of the votes which all shareholders
are entitled to cast shall constitute a quorum for such meeting. Treasury
shares, shares of this corporation's stock which are owned by another
corporation the majority of the voting stock of which is owned by this
corporation, and shares of this corporation's stock held by another
corporation in a fiduciary capacity for the benefit of this corporation shall
not be counted in determining the total number of outstanding shares for
voting purposes at any given time. After a quorum has been established at a
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shareholders 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. When a specified item of
business is required to be voted on by any class or series of stock, a
majority of the shares of such class or series shall constitute a quorum for
transaction of such item of business by that class or series.
Section 2.09. Adjournment. When a meeting which is properly called is
adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and
at the adjourned meeting any business may be transacted that might have been
transacted on the original date or place of the meeting. If, however, after
the adjournment the board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
on the new record date entitled to vote at such meeting.
The holders of a majority of the shares represented, and who would be
entitled to vote at a meeting if a quorum were present, where a quorum is not
present, may adjourn such meeting from time to time.
Section 2.10. Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be one, the
president, the vice presidents in their order of rank and then seniority, or a
chairman chosen by the shareholders entitled to cast a majority of the votes
which all shareholders present in person or by proxy are entitled to cast,
shall act as chairman, and the secretary, or, in his absence, an assistant
secretary, or, in the absence of both the secretary and assistant secretaries,
a person appointed by the chairman, shall act as secretary.
Section 2.11. Voting. If a quorum is present at any meeting, action on
a matter (other than the election of directors) is approved if the votes cast
in favor exceed the votes cast in opposition, unless the question is one for
which, by express provision of the law or of the articles of incorporation or
these bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Except as may be otherwise provided in the articles of incorporation,
every shareholder of record shall have the right, at every shareholders'
meeting, to one vote for every share, and if the corporation has issued
fractional shares, to a fraction of a vote equal to every fractional share, of
stock of the corporation standing in his name on the books of the corporation.
A shareholder may vote either in person or by proxy.
Treasury shares, shares of this corporation's stock which are owned by
another corporation the majority of the voting stock of which is owned by this
corporation, and the shares of this corporation's stock held by another
corporation in a fiduciary capacity for the benefit of this corporation shall
not be voted, directly or indirectly, at any meeting of shareholders.
At each election for directors, every shareholder entitled to vote shall
have the right to vote the number of shares owned by him, for as many persons
as there are directors to be elected at that time and for whose election he
has a right to vote or, if cumulative voting is authorized by the articles of
incorporation, to accumulate his votes by giving one candidate a number of
votes equal to the number of directors to be elected at that time multiplied
by the number of his votes or distribute such number of votes among any number
of candidates.
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 such
person as the board of directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified copy of
the bylaws or other instrument of the corporate shareholder. In the absence of
any such designation, or in case of conflicting designation, by the corporate
shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into the name of such person, provided, that if requested by the
chairman of the board, president, chief financial officer, treasurer or
secretary, such person has provided evidence of such fiduciary status
acceptable to such officer.
Shares standing in the name of a trustee may be voted by such trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by such trustee without a transfer of such shares into the name of such
trustee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be
voted by him or the name of his nominee, without the transfer of such shares
into his name, provided, that if requested by the chairman of the board,
president, chief financial officer, treasurer or secretary, such person has
provided evidence of such status acceptable to such officer.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee or the nominee of the pledgee shall be entitled to
vote the shares so transferred.
Section 2.12. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him by proxy in accordance with applicable laws.
Section 2.13. Action by Shareholders Without a Meeting. Unless
otherwise provided in the articles of incorporation, any action required to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or special meeting of the
shareholders, may be taken without a meeting, without prior notice and without
a vote, if one or more consents in writing, setting forth the action so taken,
shall be dated and signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted, and delivered to the corporation by delivery to its
principal office in Florida, its principal place of business, the corporate
secretary, or another officer or agent of the corporation having custody of
the minute book. If any class of shares is entitled to vote thereon as a
class, such written consent shall be required of the holders of a majority of
the shares of such class and of the total shares entitled to vote. No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the date of the earliest dated consent delivered
in the manner set forth above, written consents signed by the holders of the
number of shares required to take action are delivered to the corporation by
delivery as set forth above.
ARTICLE III
Board of Directors
Section 3.01. Powers and Duties. 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, a board of directors,
except as may be otherwise provided in the Florida Business Corporation Act or
the articles of incorporation.
A director shall perform his duties as a director, including duties as a
member of any committee of the board upon which the director may serve, in
good faith, in a manner the director reasonably believes to be in the best
interests of the corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:
(1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(2) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(3) a committee of the board upon which the director does not serve,
duly designated in accordance with provisions of the articles of incorporation
or these bylaws, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if the
director has knowledge concerning the matter in question that would cause such
reliance described in the preceding subsection to be unwarranted.
A person who performs his duties in compliance with this section shall
not be liable for any action taken as a director or any failure to take any
action.
A director of the corporation who is present at a meeting of the board
of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken, unless the director votes
against such action or abstains from voting in respect thereto.
Section 3.02. Qualification and Election. Unless otherwise provided in
the articles of incorporation, directors need not be residents of Florida or
shareholders in the corporation. Except in the case of vacancies, directors
shall be elected by the shareholders. If the board of directors is classified
with respect to the power to elect directors or with respect to the terms of
directors and if, due to a vacancy or vacancies, or otherwise, directors of
more than one class are to be elected, each class of directors to be elected
at the meeting shall be nominated and elected separately. The candidates
receiving the greatest number of votes, up to the number of directors to be
elected, shall be elected directors.
Section 3.03. Number and Term of Office. The board of directors shall
consist of the number of directors serving at the time of adoption of this
Section 3.03, or such other number as may thereafter be from time to time (i)
be determined by the board of directors or (ii) be set forth in a notice of a
meeting of shareholders called for the election of the board of directors.
Notwithstanding the foregoing, no decrease shall have the effect of shortening
the term of any incumbent director. Each director shall serve until the next
annual meeting of the shareholders and until his successor shall have been
elected and qualified or until his earlier resignation, removal from office or
death.
Section 3.04. Organization. At every meeting of the board of
directors, the chairman of the board, if there be one, or in the absence of
the chairman of the board, the president of the corporation or a chairman
chosen by a majority of the directors present, shall preside, and the
secretary or any person appointed by the chairman of the meeting shall act as
secretary.
Section 3.05. Place of Meetings. Meetings of the board of directors of
the corporation, regular or special, may be held either within or without the
State of Florida.
Section 3.06. Annual Meetings. The board of directors shall hold an
annual meeting each year immediately following the annual meeting of the
shareholders at the place where such meeting of the shareholders was held for
the purpose of election of officers and consideration of any other business
that may be properly brought before the meeting. Notice of such annual
meetings need not be given to either old or new members of the board of
directors.
Section 3.07. Regular Meetings. If the board of directors determines
to hold regular meetings, the board of directors may, at the annual meeting of
the board of directors, fix by resolution the date, time and place of other
regular meetings of the board. Notice of such regular meetings need not be
given to any member of the board of directors, unless the same is held at
other than the date, time and place of such meeting as fixed in accordance
with this Section 3.07, in which event five days' notice shall be given.
Section 3.08. Special Meetings. Special meetings of the board of
directors may be called by any two directors, the chairman of the board or the
president on two days' prior written notice, unless such notice is given by
first class mail or by certified or registered mail, in which event five days'
notice shall be given.
Section 3.09. Action by Written Consent Without a Meeting. Any action
of the board of directors or of any committee thereof, which is required or
permitted to be taken at a regular or special meeting, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken,
signed by all of the members of the board of directors or of the committee, as
the case may be, is filed in the minutes of the proceedings of the board of
directors or committee.
Section 3.10. Conference Telephone Meetings. One or more members of
the board of directors may participate in meetings of the board or a committee
of the board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
Section 3.11. Quorum. A majority of the directors in office shall be
present at each meeting in order to constitute a quorum for the transaction of
business. An interested director may be counted in determining the presence
of a quorum at a meeting of the board of directors which authorizes, approves
or ratifies a contract or transaction in which such director has an interest.
Section 3.12. Voting. Except as otherwise specified in the articles of
incorporation or these bylaws or provided by statute, the acts of a majority
of the directors present at a meeting at which a quorum is present shall be
the acts of the board of directors.
Section 3.13. Adjournment. A majority of the directors present,
regardless of whether or not a quorum exists, may adjourn any meeting of the
board of directors, to another time and place and no notice of any adjourned
meeting need be given, other than by announcement at the meeting.
Section 3.14. Compensation. The board of directors shall have the
authority to fix the compensation of directors for their attendance at
meetings of the board of directors or committees thereof, or otherwise, and
such compensation may include expenses, if any, associated with attendance at
such meetings.
Section 3.15. Resignations. Any director of the corporation may resign
at any time by giving written notice to the president or the secretary of the
corporation. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
Section 3.16. Vacancies. Any vacancy occurring in the board of
directors, including any vacancy created by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of
the remaining directors, or by the shareholders in the manner provided in the
Florida Business Corporation Act. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
Section 3.17. Removal. The shareholders may remove one or more
directors from office, with or without cause (unless the articles of
incorporation provide that directors may be removed only for cause), by a vote
or written consent of the holders of a majority of the shares then entitled to
vote. In case the board of directors or any one or more directors is so
removed, new directors may be elected at the same meeting or by the same
written consent. If the corporation has cumulative voting and if less than
the entire board is to be removed, no individual director may be removed if
the votes cast against the resolution for his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire board or a
class of which he is part.
Section 3.18. Executive and Other Committees. The board of directors,
by resolution adopted by a majority of the entire board, may designate from
among its members an executive committee and one or more other committees,
each committee to consist of two or more directors. The board may designate
as alternate members of any committee, one or more directors who may replace
any absent or disqualified member at any meeting of the committee.
The executive committee or other committee shall have and exercise all
of the authority of the board to the extent provided in the resolution
designating the committee, except that no such committee of the board shall
have the authority of the board to:
(1) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders;
(2) fill vacancies on the board of directors or any committee
thereof;
(3) amend or repeal these bylaws;
(4) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board
of directors; or
(5) authorize or approve the issuance or sale of or contract for
the sale of shares or determine the designation and relative
rights, preferences and limitations of a voting group unless within limits
specifically prescribed by the board of directors.
A majority of the directors in office designated to a committee, or
directors designated to replace them as provided in this section, shall be
present at each meeting to constitute a quorum for the transaction of
business, and the acts of a majority of the directors in office designated to
a committee or their replacements shall be the acts of the committee.
Each committee shall keep regular minutes of its proceedings and report
such proceedings periodically to the board of directors.
Sections 3.05, 3.08, 3.09, 3.10 and 3.11 shall be applicable to
committees of the board of directors.
Section 3.19. Nomination of Directors. Nominations for the election of
directors may be made by the board of directors, a committee designated by the
board of directors pursuant to Section 3.18 or any shareholder of record
entitled to vote in the election of directors generally at the record date of
the meeting and also on the date of the meeting at which directors are to be
elected. However, any such shareholder may nominate one or more persons for
election as directors only if written notice (the "Notice") of the
shareholder's intent to nominate a director at the meeting is given by the
shareholder and received by the secretary of the corporation in the manner and
within the time specified in this Section. The Notice shall be delivered to
the secretary of the corporation not less than 21 days nor more than 50 days
prior to any meeting of the shareholders called for the election of directors;
except that if less than 28 days' notice of the meeting is given to
shareholders, the Notice shall be delivered to the secretary of the
corporation not later than the earlier of the seventh day following the day on
which notice of the meeting was first mailed to shareholders or the fourth day
prior to the meeting. In lieu of delivery to the secretary, the Notice may be
mailed to the secretary by certified mail, return receipt requested, but shall
be deemed to have been given only upon actual receipt by the secretary.
The Notice shall be in writing and shall contain or be accompanied by:
(1) the name and residence address of the nominating shareholder and of the
person or persons to be nominated; (2) a representation that the shareholder
is a holder of record of voting stock of the corporation and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the Notice; (3) such information regarding each nominee as would
have been required to be included in a proxy statement filed pursuant to
Regulation 14A promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, (or pursuant to any successor act
or regulation) had proxies been solicited with respect to such nominee by the
management or board of directors of the corporation; (4) a description of all
arrangements or understandings among the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; and (5) the
written consent of each nominee to serve as a director of the corporation if
so elected.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that any nomination made at the meeting was not made in
accordance with the procedures of this section and, in such event, the
nomination shall be disregarded.
ARTICLE IV
Notice and Waiver of Notice
Section 4.01. Notice. Whenever written notice is required to be given
to any director under the provisions of the articles of incorporation, these
bylaws or the Florida Business Corporation Act, it shall be given to such
director by personal delivery, telecopier, delivery to an overnight courier
service or representative, deposit in the United States first-class mail, or
by certified or registered mail, addressed to the address of such person (or,
if applicable, such person's telecopier number) appearing on the books of the
corporation, or supplied by such person to the corporation for the purpose of
notice. A notice of a meeting shall specify the place, day and hour of the
meeting. Notices to shareholders shall be given as provided in Section 2.06
hereof.
Section 4.02. Waiver of Notice. Whenever any notice is required to be
given under the Florida Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Except in the case of a special meeting of shareholders, neither
the business to be transacted at, nor the purpose of, the meeting need be
specified in the waiver of notice of such meeting.
Attendance of a person, either in person or by proxy, at any meeting,
shall constitute a waiver of notice of such meeting in the manner provided in
the Florida Business Corporation Act unless: (a) in the case of a shareholders
meeting, (i) the shareholder objects at the beginning of the meeting to
holding the meeting or transacting business at the meeting or (ii) with
respect to a matter that is not within the purpose or purposes described in
the meeting notice, the shareholder objects when the matter is presented and
(b) in the case of a directors' or committee meeting, the 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.
ARTICLE V
Officers
Section 5.01. Number and Qualification. The officers of the
corporation shall consist of such officers and agents as may be appointed by
the board of directors. One person may hold more than one office. Officers
may but need not be directors or shareholders of the corporation. The board
of directors may elect from among the members of the board a chairman of the
board who, if elected, shall be an officer of the corporation. A duly
appointed officer may appoint one or more officers or assistant officers to
the extent authorized by the board of directors.
Section 5.02. Election and Term of Office. Except for such officers as
may be elected pursuant to Section 5.03, the officers of the corporation shall
be appointed to hold office until the next annual organizational meeting of
directors and until a successor shall have been duly elected and qualified, or
until his death, resignation or removal.
Section 5.03. Subordinate Officers, Committees and Agents. The board
of directors may from time to time elect such officers and appoint such
committees, employees or other agents as the board deems the business of the
corporation may require, to hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may delegate.
Section 5.04. The Chairman of the Board. The chairman of the board, if
elected, shall preside at all meetings of the shareholders and of the board of
directors, and shall, at each annual meeting of shareholders, present a report
with respect to the condition and business of the Company. He shall have the
authority to sign on behalf of the corporation, all reports, filings and other
documents with such government agencies as are required by applicable law and
shall perform such other duties as may from time to time be requested of him
by the board of directors. The chairman of the board shall assume the duties
of the president when the president is absent or otherwise unable to discharge
his responsibilities. To be eligible to serve, the chairman of the board must
be a director of the corporation.
Section 5.05. The President. The president shall be the chief
executive officer of the corporation and shall have general powers of
supervision, direction and control over the business and operations of the
corporation, subject, however, to the authority of the board of directors. He
shall have the authority to supervise preparation of and sign on behalf of the
corporation, all reports, filings and other documents with such government
agencies as are required by applicable law. He shall sign, execute, and
acknowledge, in the name of the corporation, deeds, mortgages, bonds,
contracts or other instruments except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors, or by these
bylaws, to some other officer or agent of the corporation; and, in general,
shall perform all duties incident to the office of president and such other
duties as from time to time may be assigned to him by the chairman of the
board and board of directors. If the board of directors has elected a
chairman of the board, the president shall assume the duties of the chairman
of the board when the chairman of the board is absent or unable to discharge
his responsibilities.
Section 5.06. The Chief Financial Officer. The Chief Financial Officer
shall be the principal financial officer of the corporation and, unless
another officer is so designated, principal accounting officer of the
corporation; whenever required by the Board of Directors, he shall render a
statement of the financial condition of the corporation; shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including, but
not limited to, accounts of its assets, liabilities, receipts, disbursement,
gains, losses, capital surplus and shares; shall be responsible for assuming
adherence to such financial policies as are promulgated by the board of
directors; and, in general, shall discharge such other duties as may from time
to time be assigned to him by the board of directors, the chairman of the
board or the president. The books of account shall be open at all reasonable
times to inspection by any director.
Section 5.07. The Vice Presidents. The vice presidents shall perform
duties as may from time to time be assigned to them by the board of directors,
the chairman of the board or the president.
Section 5.08. The Secretary. The secretary shall attend all meetings
of the board of directors and committees thereof and shall record the time and
place of holding of such meeting, whether regular or special, and if special,
how authorized, the notice given, the names of those present at directors'
meetings or the number of shares present or represented at shareholders'
meetings in books to be kept for that purpose; shall see that notices are
given and records and reports properly kept and filed by the corporation as
required by law; shall, unless otherwise designed by the board of directors,
be the custodian of the seal of the corporation and see that it is affixed to
all documents to be executed on behalf of the corporation under its seal; and,
in general, shall perform all duties incident to the office of secretary, and
such other duties as may from time to time be assigned to him by the board of
directors, the chairman of the board or the president.
Section 5.09. The Treasurer. The treasurer shall have or provide for
the custody of the funds or other property of the corporation and shall keep a
separate book account of the same; shall collect and receive or provide for
the collection and receipt of moneys earned by or in any manner due to or
received by the corporation; shall deposit all funds in his custody as
treasurer in such banks or other places of deposit as the board of directors
may from time to time designate; shall, whenever so required by the board of
directors, render an accounting showing his transactions as treasurer; and, in
general, shall discharge such other duties as may from time to time be
assigned to him by the board of directors, the chairman of the board, the
president or the Chief Financial Officer. If the board of directors fails to
elect a Chief Financial Officer, then the Treasurer shall perform the duties
of the Chief Financial Officer.
Section 5.10. Salaries and Compensation. The salaries, if any, of the
officers elected by the board of directors shall be fixed from time to time by
the board of directors or by such officer as may be designated by resolution
of the board. The salaries or other compensation of any officers, employees
and agents elected, appointed or retained by an officer or committee to which
the board of directors has delegated such a power shall be fixed from time to
time by such officer or committee. No officer shall be prevented from
receiving such salary or other compensation by reason of the fact that he is
also a director of the corporation.
Section 5.11. Resignations. Any officer or agent may resign at any
time by giving written notice of resignation to the board of directors or to
the president or the secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5.12. Removal. Any officer, committee member, employee or
agent of the corporation may be removed, either for or without cause, by the
board of directors or other authority which elected or appointed such officer,
committee member or other agent.
Section 5.13. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to
fill such office has been delegated, as the case may be.
Section 5.14. Bond. The chairman of the board, president, chief
financial officer and treasurer shall give such bond, if any, for the faithful
performance of the duties of such office as shall be required by the board of
directors.
ARTICLE VI
Certificates of Stock, Transfer
Section 6.01. Share Certificates, Issuance. Every shareholder shall be
entitled to have a certificate representing all shares to which he is
entitled; and such certificate shall be signed (either manually or in
facsimile) by the chairman of the board, if any, or by the president or a vice
president and by the secretary or any assistant secretary of the corporation
and may be sealed with the corporate seal or a facsimile thereof. In the
event any officer who has signed, or whose facsimile signature has been placed
upon any share certificate shall have ceased to be such officer because of
death, resignation or otherwise, before the certificate is issued, it may be
issued with the same effect as if the officer had not ceased to be such at the
date of its issue. Certificates representing shares of the corporation shall
otherwise be in such form as provided by statute and approved by the board of
directors. Every certificate exchanged or returned to the corporation shall
be marked "CANCELED", with the date of cancellation.
Section 6.02. Transfer. Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefor, endorsed by
the person named in the certificate or by an attorney lawfully constituted in
writing.
Section 6.03. Registered Shareholders. Except as otherwise expressly
set forth in these bylaws, the corporation shall be entitled to recognize a
person registered on its books in whose name any shares of the corporation are
registered as the absolute owner thereof with the exclusive rights to receive
dividends, and to vote such shares as owner. Except as otherwise provided by
law, the corporation shall not be bound to recognize any equitable or other
claim regardless of whether the corporation shall have express or other notice
thereof.
Section 6.04. Lost, Destroyed or Mutilated Certificates. The holder of
any shares of the corporation shall notify the corporation of any loss,
destruction or mutilation of the certificates therefor, and the board of
directors may, in its discretion, cause new certificates to be issued to him,
upon satisfactory proof of such loss, destruction, or mutilation and, if the
board of directors shall so determine, the deposit of a bond in such form and
in such sum, and with such surety or sureties, as it may direct.
ARTICLE VII
Indemnification of Directors, Officers,
Employees and Agents
Section 7.01. Directors, Officers, Employees and Agents. The
corporation shall indemnify any officer or director who was or is a party or
is threatened to be made a party (which shall include the giving of testimony
or similar involvement) 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 is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of any other 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 in
connection with such action, suit or proceeding, including any appeal thereof,
if he acted in good faith in a manner he reasonably believed to be in, or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not create, of itself, a presumption that the person did
not act in good faith or in a manner which he reasonably believed to be in, or
not opposed to, the best interest of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party (which shall include the giving of testimony or
similar involvement), 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 is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement (to the
extent permitted by law), including any appeal thereof. Such indemnification
shall be authorized if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, 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 unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine
upon application that, despite the adjudication of liability but in view of
all circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.
The corporation may, by action of the board of directors and to the
extent provided in such action, indemnify employees and agents as though they
were officers and directors.
Section 7.02. Expenses. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or
in any defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 7.03. Determination of Standard of Conduct. Any
indemnification hereunder, unless pursuant to a determination by a court,
shall be made by the corporation as authorized upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made either (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such proceeding, (2) by majority vote of a committee duly
designated by the board of directors consisting of two or more directors not
at the time parties to the proceeding, (3) by the shareholders who were not
parties to such action, suit or proceedings, or (4) by independent legal
counsel selected in accordance with the provisions of the Florida Business
Corporation Act in a written opinion.
Section 7.04. Advance Expenses. To the extent permitted by applicable
law, expenses including attorney's fees incurred by an officer, director,
employee or agent of the corporation in defending any action, suit or pro-
ceeding shall be paid, in the case of an officer or director, and may be paid,
in the case of an employee or agent, by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized herein.
Section 7.05. Benefit. The indemnification provided by this Article
shall be in addition to the indemnification rights provided pursuant to the
Florida Business Corporation Act, and shall not be deemed exclusive of any
other rights to which person seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office (provided that no
indemnification may be made if expressly prohibited by the Florida Business
Corporation Act), and shall continue as to a person who has ceased to be a
director, officer, employee or agent of the corporation and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 7.06. Insurance. The corporation shall be empowered to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions contained herein.
Section 7.07. No Rights of Subrogation. Indemnification herein shall
be a personal right and, the corporation shall have no liability under this
Article VII to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of any person otherwise entitled to indemnification pursuant to
the provisions of this Article VII) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder.
Section 7.08. Indemnification for Past Directors. Indemnification as
provided in this section shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 7.09. Affiliates. For the purposes of this Article, references
to "the corporation" include all constituent corporations absorbed in a
consolidation or merger, as well as the resulting or surviving corporation, so
that any person who is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
Section 7.10. Reliance. Each person who shall act as an authorized
representative of the corporation shall be deemed to be doing so in reliance
upon such rights of indemnification as are provided in this Article.
Section 7.11. Fund for Payment of Expenses. The corporation may create
a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise may secure in any manner its indemnification
obligations, whether arising hereunder, under the Articles, by agreement, vote
of shareholders or directors, or otherwise.
Section 7.12. Amendments. The provisions of this Article VII relating
to indemnification and to the advancement of expenses shall constitute a
contract between the corporation and each of its directors and officers which
may be modified as to any director or officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of these bylaws relating to their amendment generally, any repeal or
amendment of this Article VII which is adverse to any director or officer
shall apply to such director or officer only on a prospective basis, and shall
not limit the rights of a director or officer to indemnification or to the
advancement of expenses with respect to any action or failure to act occurring
prior to the time of such repeal or amendment.
ARTICLE VIII
Miscellaneous
Section 8.01. 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 designate from time to time.
Section 8.02. Dividends. The board of directors, at any regular
or special meeting thereof, subject to any restrictions contained in the
articles of incorporation, may declare and pay dividends upon the shares of
the corporation's stock in cash, property or the corporation's shares in
accordance with the Florida Business Corporation Act.
Section 8.03. Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such financial
institutions or other depositaries as the board of directors may approve or
designate.
Section 8.04. Fiscal Year. The fiscal year of the corporation
shall end on the 31st day of December in each year.
Section 8.05. Severability. The provisions of these bylaws shall
be separable each from any and all other provisions of these bylaws, and if
any such provision shall be adjudged to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof, or
the powers granted to this corporation by the articles of incorporation or
bylaws.
ARTICLE IX
Amendments
Section 9.01. Amendments to the Bylaws. Except as specifically
set forth elsewhere herein or in the articles of incorporation, the board of
directors may amend or repeal these bylaws. The shareholders entitled to vote
thereon may amend or repeal these bylaws even though the bylaws may also be
amended or repealed by the board of directors.
Adopted: July 18, 1995
Amended: July 16, 1996<PAGE>
