<PAGE>
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
MEDICORE, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0941551
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2337 West 76th Street, Hialeah, Florida 33016
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
General
Medicore, Inc. (the "Company") has an authorized capital of 12,000,000
shares of common stock, $.01 par value ("Common Stock"), of which 5,454,940
shares are currently outstanding. The issued and outstanding shares of Common
Stock are fully paid and non-assessable.
Holders of shares of Common Stock are entitled to one vote per share on
all matters submitted to a vote of the shareholders and do not have cumulative
voting rights in the election of directors.
Holders of Common Stock are entitled to share pro rata in such
dividends as may be declared by the Board of Directors out of funds legally
available. Upon any dissolution, liquidation or winding up of the Company, the
holders of Common Stock will be entitled to share pro rata in all distributions
made after payment of or provision for the payment of all debts and prior
claims. There are no preemptive rights or conversion privileges applicable to
the Common Stock.
Classified Board of Directors
In September, 1995, shareholders approved a classified board of
directors, whereby directors, up to two in each class, are elected to three
separate classes, each for a term of three years. The Class 1 directors,
presently consisting of one director, serve until 1996, and the singular Class 1
director is currently being elected to a three year term through 1999; Class 2
directors, currently consisting of one director, serving until the 1997 Annual
Meeting of Shareholders; and Class 3 directors serving until the 1998 Annual
Meeting of Shareholders. The classified board provisions of the Company's
Articles of Incorporation also provide that any director, or the entire board,
may be removed from office at any time, but only for cause and only upon the
affirmative vote of the holders of at least 75% of the voting shares of all of
the shares of the capital stock of the Company then entitled to vote generally
in the election of directors, voting together as a single class.
The classified board does not preclude but may have the effect of
discouraging mergers, tender offers, proxy contests or other assumptions of
control with or for the Company as well as any attempts to remove incumbent
management. The classified board provides continuity and stability to the
Company's management and policies; and although it may be more difficult to
change the composition of the board in a relatively short period of time, such
classification may encourage persons desiring to change control of the Company
to negotiate with the Company and obtain approval of the directors and/or
shareholders, which may be beneficial to shareholders with respect to prices
paid, form of consideration and equal treatment of shareholders in any change in
control or take-over attempt.
Transfer Agent
The transfer agent for the Common Stock is Continental Stock Transfer &
Trust Company, 2 Broadway, New York. New York 10004.
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Item 2. Exhibits
1. Specimen Common Stock certificate (incorporated by reference to the
Company's Registration Statement on Form S-3 filed in 1983, Part II, Item 16,
4.4).
2.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1980 ("1980 Form 10-K"), Part IV, Item 1(a)3(3)).
2.2 Certificate of Amendments to the Restated Certificate of Incorporation
dated August, 1982, September, 1985 and September, 1995.
2.3 Articles of Merger dated November 11, 1986 (incorporated by reference
to the Company's Annual Report on Form 8-K, March 13, 1986, Item 7 (c)(28)(i)).
2.4 Plan of Merger dated March 11, 1986 (incorporated by reference to the
Company's Annual Report on Form 8-K, March 13, 1986, Item 7(c)(28)(ii)).
2.5 By-Laws.
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.
MEDICORE, INC.
By: /s/ THOMAS K. LANGBEIN
----------------------------
THOMAS K. LANGBEIN,
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
AUTOMATED MEDICAL LABORATORIES, INC.
-----------------------------
TO: THE DEPARTMENT OF STATE
STATE OF FLORIDA
Pursuant to the provisions of Section 607.187 of the Florida General
Corporation Act the undersigned corporation executes the following Certificate
of Amendment to its Restated Certificate of Incorporation:
1. The name of the corporation is AUTOMATED MEDICAL LABORATORIES, INC.
2. The following amendment to the Restated Certificate of Incorporation
was adopted by the board of directors on May 12, 1982 and thereafter duly
adopted by the shareholders on August 4, 1982, which increased the authorized
capital stock, common stock, $.01 par value per share, from 4,000,000 shares to
8,000,000 shares of common stock.
RESOLVED, that Article III of the Restated
Certificate of Incorporation of the Company, be
and hereby is amended to read in its entirety as
follows:
"The aggregate number of shares which the
Corporation shall have authority to issue is 8,000,000
shares of Common Stock, $.01 par value. The
Corporation may issue and deliver unissued or treasury
shares, options, rights or securities having conversion
or option rights whether presently or hereafter
authorized, in such manner and for consideration as
from time to time may be fixed by the Board of
Directors, without first offering them to existing
shareholders. The Board of Directors may accept
property, labor or other payment for shares of capital
stock at a just valuation fixed by the Board of
Directors. The stock of the Corporation shall not be
assessable, nor shall the holders thereof or their
property be liable for the debts of the Corporation, to
any extent whatever."
3. The effective date of this Certificate of Amendment to the Restated
Certificate of Incorporation shall be the date the same are filed with the
Department of State in accordance with Chapter 607 of the Florida General
Corporation Act.
AUTOMATED MEDICAL LABORATORIES, INC.
By /s/ THOMAS K. LANGBEIN
--------------------------------------
THOMAS K. LANGBEIN, President
/s/ MILI LAMAS
--------------------------------------
MILI LAMAS, Secretary
Subscribed at Miami, Florida this 4th day of August, 1982.
The foregoing Certificate of Amendment to the Restated Certificate of
Incorporation was acknowledged before me this 4th day of August, 1982.
/s/ MILI LAMAS
--------------------------------------
MILI LAMAS, Secretary
STATE OF FLORIDA )
: ss.:
COUNTY OF DADE )
On this 4th day of August, 1982, before me personally appeared MILI LAMAS
to me known to be the SECRETARY of AUTOMATED MEDICAL LABORATORIES, INC. and who
executed the foregoing for the purpose therein contained.
/s/ Carolyn M. Diaz
---------------------------------------
NOTARY PUBLIC
NOTARY PUBLIC, STATE OF FLORIDA AT LARGE
MY COMMISSION EXPIRES JULY 4 1983
Bonded through Muroski-Ashton, Inc.
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
AUTOMATED MEDICAL LABORATORIES, INC.
--------------------------------------
TO: THE DEPARTMENT OF STATE
STATE OF FLORIDA
Pursuant to the provisions of Section 607.187 of the
Florida General Corporation Act the undersigned corporation
executes the following Certificate of Amendment to its
Restated Certificate of Incorporation:
1. The name of the corporation is AUTOMATED MEDICAL
LABORATORIES, INC.
2. The following amendment to the Restated Certificate
of Incorporation was adopted by the board of directors on
June 26, 1985 and thereafter duly adopted by the shareholders
on September 12, 1985, which increased the authorized capital
stock, common stock, $.01 par value per share, from 8,000,000
shares to 12,000,000 shares of common stock.
RESOLVED, that Article III of the Restated
Certificate of Incorporation of the Company, be
and hereby is amended to read in its entirety as
follows:
"The aggregate number of shares which the
Corporation shall have authority to issue is 12,000,000
shares of Common Stock, $.01 par value. The Corporation may
issue and deliver unissued or treasury shares, options,
rights or securities having conversion or option rights
whether presently or hereafter authorized, in such
manner and for consideration as from time to time may
be fixed by the Board of Directors, without first
offering them to existing shareholders. The Board of
Directors may accept property, labor or other payment
for shares of capital stock at a just valuation fixed
by the Board of Directors. The stock of the Corpora-
tion shall not be assessable, nor shall the holders
thereof or their property be liable for the debts of
the Corporation, to any extent whatever."
3. The effective date of this Certificate of Amendment to the Restated
Certificate of Incorporation shall be the date the same are filed with the
Department of State in accordance with Chapter 607 of the Florida General
Corporation Act.
AUTOMATED MEDICAL LABORATORIES, INC.
By /s/ THOMAS K. LANGBEIN
------------------------------------
THOMAS K. LANGBEIN, President
/s/ BENTON L. BECKER
------------------------------------
BENTON L. BECKER, Secretary
Subscribed at Miami, Florida this l2 day of September, 1985.
The foregoing Certificate of Amendment to the Restated Certificate of
Incorporation was acknowledged before me this 12 day of September, 1985.
/s/ BENTON L. BECKER
------------------------------------
BENTON L. BECKER, Secretary
STATE OF FLORIDA )
: ss.:
COUNTY OF DADE )
On this 12th day of September, 1985, before me personally appeared BENTON
L. BECKER to me known to be the SECRETARY of AUTOMATED MEDICAL LABORATORIES,
INC. and who executed the foregoing for the purpose therein contained.
/s/ Bonnie Gail Duckworth
----------------------------
NOTARY PUBLIC
Notary Public, State of Florida
My Commission Expires Sept. 25, 1985
Bonded Thru Troy Fain - Insurance, Inc.
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
MEDICORE, INC.
---------------------
Pursuant to the provisions of Sections 607.1003 and 607.1006 of the
Florida Business Corporation Act, the undersigned corporation adopts the
following amendment to its Restated Articles of Incorporation:
1. The name of the corporation is MEDICORE, INC.
2. The following amendment to the corporation's Restated Articles of
Incorporation was adopted by the Board of Directors on April 10, 1995 and
thereafter duly adopted by the shareholders on September 13, 1995 with the
number of votes cast sufficient for approval of such amendment in the manner
provided by the Florida Business Corporation Act:
ARTICLE VII of the Restated Articles of Incorporation is amended to read
in its entirety as follows:
"ARTICLE VII - DIRECTORS
(a) The directors shall be divided as evenly as possible into three
classes, designated Class 1, Class 2 and Class 3. At no time shall the entire
Board consist of less than four and no more than six directors, and to the
extent there is less than the maximum number of directors for each initial
Class of directors, Class 3 shall first be filled. At the annual meeting of
shareholders at which this ARTICLE VII is enacted, Class 1 directors shall be
elected for a term expiring at the next subsequent annual meeting of
shareholders, Class 2 directors for a term expiring at the second subsequent
annual meeting of shareholders, and Class 3 directors for a term expiring at
the third annual meeting of shareholders. At each succeeding annual meeting of
shareholders, successors to directors whose terms expired at that annual
meeting shall be of the same Class as the directors they succeed and shall be
elected for three-year terms, except as otherwise provided herein. If the
number of directors is changed, any increase or decrease shall be apportioned
among the Classes so as to maintain or attain, if possible, the equality of the
number of directors in each Class, but in no case will any decrease in the
number of directors shorten the term of any incumbent director. If such
equality is not possible, the increase or decrease shall be apportioned among
the Classes in
<PAGE>
such a way that the difference in the number of directors in the
classes shall not exceed one, with any remainder positions allocated first to
Class 3 and then to Class 2.
(b) A director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor shall be elected
and shall qualify, subject to prior death, resignation, retirement or removal
from office. Any director or directors appointed by the Board to fill a vacancy
in accordance with the By-laws of the Corporation shall hold office until the
next election of the Class for which such director had been chosen and until his
successor is elected and qualified.
(c) Advanced notice of nomination for the elections of directors, other
than nominations by the Board of Directors or committee thereof, shall be given
to the Corporation in the manner provided from time to time in the By-laws.
(d) Any director, or the entire Board of Directors may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least 75% of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of the
directors, voting together as a single class."
3. The effective date of these Articles of Amendment to the Restated
Articles of Incorporation shall be the date the same are filed with the
Department of State in accordance with Chapter 607 of the Florida Business
Corporation Act.
Dated: September 13, 1995
/s/ LAWRENCE E. JAFFE /s/ THOMAS K. LANGBEIN
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LAWRENCE E. JAFFE, Secretary THOMAS K. LANGBEIN, President
<PAGE>
BY-LAWS
OF
MEDICORE, INC.
a Florida corporation
--------------------
ARTICLE I
OFFICES
1.1 Principal Office. The principal office shall be located in the
City of Hialeah, County of Dade and State of Florida.
1.2 Other Offices. The corporation may have other offices, either
within or outside the State of Florida, at such place or places as the Board of
Directors may from time to time determine.
ARTICLE II
CORPORATE SEAL
2.1 Seal. The corporate seal shall be circular in form and shall have
inscribed thereon the name of the corporation, the year of its incorporation
and the words "Corporate Seal, Florida".
ARTICLE III
MEETINGS OF STOCKHOLDERS
3.1 Place of Meeting. All meetings of the stockholders shall be held
at the office of the corporation in the City of Hialeah, State of Florida, or
at such other place as may be designated by the Board of Directors.
3.2 Annual Meetings. The annual meeting of stockholders shall be held
on any day other than a Sunday or a legal holiday during the month of June, or
at such other date as may be determined by the Board of Directors. At such
meeting the appropriate Class of directors for the ensuing year shall be
elected in accordance with the corporation's Restated Articles of
Incorporation, as amended ("Articles of Incorporation") and these By-Laws. Any
general business pertaining to the affairs of the corporation may be transacted
at an annual meeting without special notice. The particular Class(es) of the
Classified Board of Directors shall be elected at the annual meeting of the
stockholders by plurality vote of the stockholders present in person or by
proxy at such meeting and entitled to vote.
<PAGE>
3.3 Special Meetings. Special meetings of the stockholders may be
called for any purpose, unless otherwise permitted by statute, by the President
or by the Board of Directors, pursuant to a resolution adopted by a majority of
the entire Board, either upon motion of a director, or upon the written request
of the holders of at least 50% of all the outstanding stock entitled to vote
thereat, voting together as a single class. Any request for a special meeting of
stockholders shall state the purpose or purposes of the special meeting and no
business other than that specified in the Notice of Meeting shall be transacted
at any special meeting.
3.4 Fixing Date For Determination Of Stockholders Of Record. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the Board of Directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. If no record date
is fixed then the record date shall be as follows: (a) for determining
stockholders entitled to notice of or to vote at the meeting of stockholders,
the close of business on the day next preceding the day on which the meeting is
held; (b) for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, the day on which the first written consent is expressed,
and (c) for determining stockholders for any other purpose, the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
3.5 Notice. Notice of the annual meeting of stockholders shall be
mailed or otherwise given to each holder of record of the stock entitled to vote
thereat, at his address, as the same appears on the books of the corporation, at
least 10 days but not more than 60 days prior to such meeting. Such notice need
not specify the business to be transacted.
Written or printed notice of each special meeting of stockholders,
stating the place, day and hour of such meeting and business proposed to be
transacted thereat, shall be mailed, postage prepaid, or otherwise given to each
holder of record of the stock entitled to vote thereat, at his address as the
same appears on the books of the corporation, at least 10 days but not more than
60 days prior to such meeting.
Whenever any notice is required to be given under the provisions of any
law of this State or under the provisions of the Articles of Incorporation of
this corporation or by these By-Laws, waiver thereof in writing, signed by the
person or persons entitled to such notice, or by his or their proxy or proxies,
whether before or after the time fixed for the giving of such notice, shall be
deemed equivalent to such notice. If a person or persons entitled to notice of a
meeting shall attend such meeting, either in person or by proxy, such attendance
shall constitute a waiver of notice of the meeting, except in case the attention
of any business because the meeting shall not have been lawfully called or
convened.
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If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock books of the corporation, with postage thereon prepaid.
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.
3.6 Quorum. Except as otherwise required by law, by the Articles of
Incorporation of this corporation, or by these By-Laws, the presence, in person
or by proxy, of stockholders entitled to cast a majority in number of the
aggregate number of votes to which Common Stock shall be entitled, shall
constitute a quorum of all meetings of the stockholders. In any case, where the
presence of the aforesaid number of the holders of Common Stock shall be
necessary to constitute a quorum, and if such number shall not be represented at
any meeting, the stockholders entitled to vote thereat, present in person or by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
voting stock shall be present. At any such adjourned meeting at which the
requisite amount of voting stock shall be present, any business may be
transacted which might have been transacted at the meeting as originally
scheduled.
3.7 Manner of Acting. When a quorum is present at any meeting, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders,
unless a different vote is required by law or the Articles of Incorporation, in
which case such express provision shall govern.
3.8 Organization. The President or any Vice President shall call
meetings of stockholders to order and act as Chairman of such meetings. In the
absence of said officers, any stockholder entitled to vote at that meeting, or
any proxy of any such stockholder, may call the meeting to order and a chairman
shall be elected by a majority of the stockholders entitled to vote at that
meeting. In the absence of the Secretary or any Assistant Secretary of the
corporation, any person appointed by the Chairman shall act as Secretary of such
meetings.
3.9 Agenda and Procedure. The Board of Directors shall have the
responsibility of establishing an agenda for each meeting of stockholders,
subject to the rights of stockholders to raise matters for consideration which
may otherwise properly be brought before the meeting although not included
within the agenda. The Chairman shall be charged with the orderly conduct of all
meetings; provided however, that in the event of any difference in opinion with
respect to the proper cause of action which cannot be resolved by reference to
statute, or to the Articles of Incorporation or these By-Laws, Robert's Rules of
Order (as last revised) shall govern the disposition of the matter.
3.10 Proxies. Any stockholder entitled to vote at any meeting of
stockholders may be represented and vote thereat by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date to more
than three months prior to such meeting, unless such proxy shall, on its face,
provide a longer period in which it is to remain in force.
3.11 Vote by Ballot. The Secretary shall prepare at least 10 days prior
to each election of directors, a complete list of the stockholders entitled to
vote, arranged in alphabetical order, with the residence of and the number of
voting shares held by each stockholder, which shall be open for the examination
of any stockholder, at the place where said election is to be held, for 10 days
prior
3
<PAGE>
to such election, and shall be kept available for the inspection by any
stockholder during the whole time of the election.
Subject to Section 3.4 of this Article III, each stockholder shall have
one vote for each share of stock having voting power and registered in his name
on the books of the corporation. Cumulative voting shall not be allowed.
3.12 Voting of Shares by Certain Holders. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation the pledgor has expressly empowered the
pledgee to vote thereon, in which case only the pledgee or his proxy may
represent such shares and vote thereon. If shares stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary of the corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall be as set forth in the Florida Business Corporation Act.
3.13 Inspectors. The Chairman of the meeting may at any time appoint
one or more inspectors to serve at a meeting of the stockholders. Such
inspector(s) shall decide upon the qualifications of voters, including the
validity of proxies, accept and count the votes for and against the questions
presented, report the results of such votes, and subscribe and deliver to the
Secretary of the meeting a certificate stating the number of shares of stock
issued and outstanding and entitled to vote thereon and the number of shares
voted for and against the questions presented. The inspector(s) does not need to
be a stockholder of the corporation, and any director or officer of the
corporation may be an inspector on any questions other than a vote for or
against his election to any position with the corporation or on any other
question in which he may be directly interested.
ARTICLE IV
DIRECTORS
4.1 Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, except as otherwise
provided in the Florida Business Corporation Act or the Articles of
Incorporation.
4.2 Number, Tenure and Qualification. The number of directors of the
corporation shall be as determined by the Board of Directors and shall be not
fewer than four nor more than six. Directors shall be elected in Classes at each
Classes respective annual meeting of stockholders as otherwise provided in the
Articles of Incorporation. Each director shall hold office until his successor
shall have been elected and qualified or until the earliest of his death,
resignation or removal. Directors need not be residents of Florida or
stockholders of the corporation.
The number of directors may be changed at any time and from time to
time by vote at a meeting or by written consent of the shareholders entitled to
vote on the election of directors as otherwise provided in these By-Laws, and as
otherwise permitted in the Articles of Incorporation of the corporation, or by
resolution of the Board of Directors passed by a majority of the entire Board of
Directors, except that no decrease shall shorten the term of any incumbent
director unless such
4
<PAGE>
director is specifically removed for cause at the time of such decrease.
Whenever the authorized number of directors is increased between annual
meetings of the shareholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the Board which are being eliminated by the decrease.
4.3 Term of Offices. Except as otherwise provided in the Articles of
Incorporation of this corporation, each director shall be elected to serve until
the next annual meeting of stockholders voting for directors of his particular
Class of directors, and until his successor is chosen and qualified.
4.4 Removal. At any annual or special meeting of the stockholders duly
called, as provided in the Articles of Incorporation of the Company and in these
By-laws, any director or the entire Board of Directors may be removed from
office only for cause and only by a vote of the holders of at least 75% of the
voting power all the shares of stock outstanding and entitled to vote generally
in the election of the directors, voting together as a single class, and his
successor or their successors may be elected at such meeting, or the remaining
directors may, in the absence of such election, fill any vacancies created by
such removal.
4.5 Meetings. A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual shareholders
meeting for the purposes of electing officers and conducting such other business
as may come before the meeting. If an election of directors occurs by written
consent in lieu of the annual meeting of shareholders, the annual meeting of the
Board of Directors shall take place as soon after such written consent is duly
filed with the corporation as is practicable, either at the next regular meeting
of the Board of Directors or at a special meeting. The Board, by resolution, may
provide for additional regular meetings which may be held without notice, except
to members not present at the time of the adoption of the resolution.
A special meeting of the Board may be called at any time by the Chief
Executive Officer or if he is unavailable, by the President, or by the Secretary
upon the written request of not less than three directors, for any purpose. Such
meeting shall be held upon not less than three days notice whether given orally
(either by telephone or in person) or by telegram or by depositing the same in
the United States mails, postage prepaid. Such notice shall specify the time,
place and purposes of the special meeting.
4.6 Place of Meeting. The Board of Directors may hold its meetings and
have one or more offices and keep the books of the corporation (except such as
are required by law to be kept within the State of Florida) either within or
outside of the State of Florida at such place or places as it may from time to
time determine.
4.7 Quorum and Powers of a Majority. At all meetings of the Board of
Directors, a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any such meeting at which a quorum is present shall
be the act of the Board of Directors, except as specifically required by statute
or by the Articles of Incorporation of this corporation or by these By-laws. If
less than a majority of directors is available and present at such meeting, a
majority of such directors present
5
may adjourn the meeting from time to time, without notice other than the
announcement at the meeting, until a quorum shall be present.
4.8 Compensation. Unless otherwise restricted by the Articles of
Incorporation of these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, for attendance at such meetings of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of any committee of the Board may be allowed like compensation
for attending committee meetings.
4.9 Notice of Nominations. Nominations for the election of directors
may be made by the Board of Directors or a committee of the Board of Directors
or by any stockholder entitled to vote for the election of directors.
Nominations by the Board of Directors or a committee of the Board of Directors
may be made by oral or written notice delivered to the Secretary of the
corporation by any officer or director on behalf of the Board of Directors or
committee at any time prior to or at any meeting of the stockholders at which
directors are to be elected. Each notice of nomination of directors by the Board
of Directors or a committee of the Board of Directors shall set forth the names
of the nominees. Nominations by stockholders shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the corporation not less than 60 days nor more than 90 days prior
to any meeting of the stockholders at which directors are to be elected;
provided, however, that if less than 60 days' notice of the meeting is given to
stockholders, written notice of nominations of directors by stockholders shall
be delivered or mailed, as prescribed, to the Secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to stockholders. Nominations by stockholders for directors to
be elected by written consent of stockholders shall be made by notice in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the corporation not less than 60 days nor more than 90 days
prior to the first solicitation of any written consents of stockholders for the
election of those nominees. Each notice of nomination of directors by a
stockholder of the corporation shall set forth (a) the name, age, business
address and, if known, residence address of each nominee proposed in that
notice, (b) the principal occupation or employment of each such nominee for the
five years preceding the date of the notice, (c) the number of shares of stock
of the corporation that are beneficially owned by each nominee, and (d), any
arrangement, affiliation, association, agreement or other relationship of the
nominee with any stockholder of the corporation. The Chairman of any meeting of
stockholders of the corporation may, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the foregoing
procedure, and if the Chairman should so determine, the Chairman shall so
declare to the meeting and the defective nomination shall be disregarded.
4.10 Vacancies. Any director may resign at any time by giving written
notice to the corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make if effective. Any vacancy or
newly created directorship resulting from an increase in the authorized number
of directors may be filled by the affirmative vote of the majority of directors
then in office, although less than a quorum, or by a sole remaining director,
and a director so chosen shall hold office until the next annual election
relating to the Class of directors to which he is filling, and until his
successor is duly elected and qualified, unless sooner displaced. If at any
time, by reason of death, resignation or other cause, the corporation should
have no directors in office, then an election of
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directors may be held in the manner provided by law. When one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have the
power to fill any vacancy or vacancies, with the vote thereon to take effect
when such resignation or resignations shall become effective, and each director
so chosen shall hold office until the next annual relating to the Class of
directors to which he is filling, and until his successor is duly elected and
has qualified.
4.11 Informal Action by Directors. Unless otherwise restricted by the
Articles of Incorporation or these By-Laws, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing and the writing or writings are filed with
the minutes of the proceedings of the Board or committee.
4.12 Meetings by Telephone. Unless otherwise restricted by the Articles
of Incorporation or these By-Laws, members of the Board or Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting in such manner shall constitute presence in person at the meeting.
ARTICLE V
EXECUTIVE COMMITTEE
5.1 Powers. The Board of Directors may designate two or more of their
number, including the Chief Executive Officer, to constitute an Executive
Committee to serve at the pleasure of the Board of Directors. The Board of
Directors is authorized to remove at any time, without notice, any member of the
Executive Committee, and elect another member in his or her place and stead.
The Board of Directors may delegate to such Committee any or all of the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may from time to time extend, modify, curtail or restrict
the powers so delegated; and the Board 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 to amend the Articles of Incorporation to adopt an
agreement of merger or consolidation, to recommend to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, to recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or to amend the By-Laws of the corporation; and,
unless the resolution expressly so provides, no such Committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
5.2 Meetings. The Executive Committee may meet at stated times, on not
less than 24 hours' notice given personally or mailed or telegraphed to all by
any one of their own number. During the intervals between meetings of the Board
of Directors, the Executive Committee shall advise with and aid the officers of
the corporation in all matters concerning the interest and management of its
business.
5.3 Minutes. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when requested.
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5.4 Alternate Members. The Board of Directors may designate one (1) or
more directors as alternate members of any Executive Committee, who may replace
at any meeting of such Committee any absent member or member disqualified from
voting. In the absence or disqualification from voting of a member of the
Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of such absent or disqualified member; but vacancies in the
membership of the Executive Committee shall be filled by the Board of Directors
at a regular meeting or at a special meeting called for such purpose.
5.5 Action Without Meeting. Any action of the Board of Directors or of
any Committee thereof, which is required or permitted to be taken at a meeting,
may be taken without a meeting if written consent to the action signed by all of
the members of the Board or of the Committee, as the case may be, is filed in
the minutes of the proceedings of the Board of Committee prior to the taking of
such action.
ARTICLE VI
OFFICERS
6.1 Generally. The officers of the Corporation shall include a Chief
Executive Officer, a President, a Secretary and a Treasurer, and may include a
Chairman of the Board, one or more Vice-Presidents, and such other subordinate
officers as may from time to time be appointed by the Board of Directors.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders, or by a
duly authorized committee thereof with the approval of shareholders. The Chief
Executive Officer shall be a member of the Board of Directors and may be the
Chairman of the Board. None of the other officers, except the Chief Executive
Officer, need be a director. Any number of offices may be held by the same
person, but no officer shall attest, acknowledge or verify any instrument in
more than one capacity.
6.2 Term of Office. The officers hereinbefore mentioned shall hold
office for one year or until their successors are chosen and qualified or until
his earlier resignation or removal. Any vacancy occurring among the officers
shall be filled by the Board of Directors, but the person so elected to fill the
vacancy shall hold office only until the first meeting of the Board of Directors
after the next annual meeting of stockholders and until his successor is chosen
and qualified.
6.3 Agents. The Board of Directors may appoint such agents as it may
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.
6.4 Salaries. The salaries, emoluments, compensation or reimbursement
or all officers and agents of the corporation shall be fixed by the Board of
Directors.
6.5 Removal. Any officer or agent elected, appointed or chosen by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors, with or without cause, whenever in its
judgment the best interests of the corporation will be served thereby.
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6.6 Voting Shares in Other Corporations. Unless otherwise directed by
the Board of Directors, the Chief Executive Officer shall have power to vote and
otherwise act on behalf of the corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this corporation may hold securities and otherwise to
exercise and all rights and powers which this corporation may possess by reason
of its ownership of securities in such other corporation.
6.7 Vacancies. Any officer may resign at any time upon written notice
to the corporation. Such resignation shall take effect at the time stated
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in any office by death, resignation, removal or otherwise shall be filed by the
Board of Directors for the unexpired portion of the term. If any officer shall
be absent or unable for any reason to perform his duties, the Board of
Directors, to the extent not otherwise consistent with these By-Laws or law, may
direct that the duties of such officer during such absence or inability shall be
performed by such other officer or assistant officer as seems advisable to the
Board.
6.8 Authority and Duties of Officers. The officers of the corporation
shall have the authority and shall exercise the powers and perform the duties
specified below, and as may be otherwise specified by the Board of Directors or
by these By-Laws, except that in any event each officer shall exercise such
powers and perform such duties as may be required by law, and in cases where the
duties of any officer or agent are not prescribed by these By-Laws or by the
Board of Directors such officer or agent shall follow the orders and
instructions of (a) the President, and if a Chairman of the Board is elected,
then (b) the Chairman of the Board.
ARTICLE VII
CHIEF EXECUTIVE OFFICER
7.1 Chairman of the Board - Chief Executive Officer. The Chief
Executive Officer shall be Chairman of the Board of the corporation and shall
have the general and active management of the business of the corporation and
general and active supervision and direction over the other officers, agents and
employees and shall see that their duties are properly performed. He shall, if
present, preside at each meeting of the stockholders and of the Board of
Directors and shall be an ex officio member of all committees of the Board of
Directors. He shall perform all duties incident to the office of Chairman of the
Board of Directors and Chief Executive Officer and such other duties as may from
time to time be assigned to him by the Board of Directors. The Chief Executive
Officer may enter into and execute in the name of the corporation, contracts or
other instruments in the regular course of business or contracts or other
instruments not in the regular course of business, which are authorized either
generally or specifically, by the Board of Directors. He shall further be
authorized to execute bonds, mortgages, and similar documents on behalf or the
corporation and shall affix the seal to any instruments requiring it, and when
so affixed, the seal shall be attested by the signature of the Secretary or the
Treasurer, or any other officer authorized to do so by the Board of Directors.
In the event of his inability to act as Chief Executive Officer or Chairman of
the Board, or in his absence, the Board of Directors shall appoint, at a special
meeting not to be held more than four (4) days from the Chairman of the
Board-Chief Executive Officer's inability to act or his absence, such officer or
other person to perform the duties of Chief Executive Officer-Chairman of the
Board of Directors until such time
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that the Chief Executive Officer-Chairman of the Board is no longer absent or
is able to perform his duties. In so acting the newly appointed Chief Executive
Officer-Chairman of the Board shall have and perform all the powers of, and be
subject to all the restrictions upon the Chief Executive Officer-Chairman of
the Board.
ARTICLE VIII
PRESIDENT
8.1 President. The President shall be a chief operating officer of the
corporation and shall have general and active supervision and direction over the
business and affairs of the corporation and over its several officers, subject,
however, to the direction and approval of the Chairman of the Board of Directors
who shall also be the Chief Executive Officer of the corporation and the control
of the Board of Directors. At the request of the Chairman of the Board of
Directors, but only for a specified and limited time and subject to approval by
the Board of Directors, the President shall perform the duties of the Chairman
of the Board and in so acting shall have all the powers of, and be subject to
all the restrictions upon, the Chairman of the Board of Directors. He 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 Board, the Chairman of the Board
of Directors, the Chief Executive Officer or these By-Laws. In the event of the
absence, death, inability or refusal to act by the President, the Chairman of
the Board of Directors shall act as the President until a new President is
appointed by the Board of Directors. The Chairman of the Board of Directors in
so acting as President shall perform the duties and be vested with the authority
of the President.
ARTICLE IX
VICE PRESIDENT
9.1 Vice President. The Executive Vice President, if any, and each Vice
President, shall have such powers and perform all such duties as from time to
time may be assigned to him by the Board of Directors, the Chairman of the Board
of Directors or the Chief Executive Officer unless otherwise provided by the
Board of Directors.
ARTICLE X
TREASURER
10.1 Custody of Funds. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
10.2 Disbursements. 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 render to the Chief Executive Officer and
directors at the regular meetings an account of all his transactions as
Treasurer and of the financial condition of the corporation.
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10.3 Bond. He shall give the corporation a bond if required by the
Board of Directors, in a sum and with one or more securities satisfactory to the
Board of Directors, 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, moneys and
other property of whatever kind in his possession or under his control belonging
to the corporation.
10.4 Assistant Treasurer. The Assistant Treasurer shall perform all the
duties and responsibilities of the Treasurer on such occasion on which the
Treasurer shall be unable to perform all the duties of the office and shall
perform all other duties and exercise all other powers as shall be assigned to
him by the Board of Directors or by the Chief Executive Officer or the
Treasurer.
ARTICLE XI
SECRETARY
11.1 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary
shall give or cause to be given notice of all meetings of the stockholders and
of the Board of Directors, and shall keep the seal of the corporation in safe
custody. The Secretary shall perform such other duties as may be prescribed by
the Board of Directors or by the Chief Executive Officer under whose supervision
he or she shall be.
11.2 Assistant Secretary. The Assistant Secretary shall perform all the
duties and responsibilities of the Secretary on such occasions on which the
Secretary shall be unavailable to perform the duties of the office and shall
perform all other duties and exercise all other powers as shall be assigned him
or her by the Board of Directors or by the Chief Executive Officer or the
Secretary.
ARTICLE XII
DUTIES OF OFFICERS MAY BE DELEGATED
12.1 Delegation. In case of the absence or disability of any officer of
the corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors, by majority vote, may delegate for that time
being the powers or duties or any of them of such officer to any other officer
or to any director or to any other person.
ARTICLE XIII
CERTIFICATE OF STOCK
13.1 Certificates. Certificates of stock shall be issued in such form
as may be approved by the Board of Directors. Each holder of stock in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any of or all the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall
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have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates of stock shall be consecutively numbered and shall be in such form
consistent with law as shall be prescribed by the Board of Directors.
13.2 Consideration for Shares. Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the Board of Directors. Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the Board.
Such consideration may consist, in whole or in part, of cash, personal property,
real property, leases of real property, services rendered or to be rendered, or
promissory notes, and shall be paid in such form, in such manner and at such
times as the directors may require, all as consistent with the Florida Business
Corporation Act.
13.3 Issuance of Stock. The capital stock issued by the corporation
shall be deemed to be fully paid and nonassessable stock, if: (a) the entire
amount of the consideration has been received by the corporation in the form or
forms set forth in Section 13.2 of this Article XIII and if any part of the
consideration is in the form of a promissory note or other obligation, such note
or obligation has been satisfied in full; or (b) not less than the amount of the
consideration determined to be capital pursuant to statute has been received by
the corporation in the form or forms set forth in Section 13.2 of this Article
XIII and the corporation has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase price; provided,
however, nothing contained herein shall prevent the Board of Directors from
issuing partly paid shares as described herein.
The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares the total amount of the consideration to be paid
therefor and the amount paid thereon may be stated.
The directors may from time to time demand payment, in respect of each
share of stock not fully paid, of such sum of money as the necessities of the
business may, in the judgment of the Board of Directors, require, not exceeding
the whole, the balance remaining unpaid on said stock, and such sum so demanded
shall be paid to the corporation at such times and by such installments as the
Directors shall direct. The Directors shall give written notice of the time and
place of such payments, which notice shall be mailed to each holder or
subscriber to his last know post office address at least 30 days before the time
for such payment for stock which is not fully paid.
ARTICLE XIV
TRANSFER OF STOCK
14.1 Transfer. The Board of Directors shall have power and authority to
make such rules and regulations as they may deem expedient concerning the issue,
registration and transfer of certificates of stock, and may appoint transfer
agents or clerks and registrars thereof.
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ARTICLE XV
INDEBTEDNESS OF STOCKHOLDERS
15.1 Lien. The corporation shall have a first lien on all the shares of
its capital stock and upon all dividends declared upon the same for any sum due
to the corporation, either on account of the subscription to its stock or for
any other indebtedness due from the stockholder.
ARTICLE XVI
CLOSING OF TRANSFER BOOKS, FIXING OF RECORD DATE
16.1 Record Date. The Board of Directors may at any time by resolutions
direct that the stock transfer books be closed for a period not to exceed fifty
(50) days preceding the date of any annual or special meeting of stockholders,
or the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or in connection with obtaining the consent of
stockholders for any purpose. In lieu of providing for the closing of the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding fifty (50) days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining the consent of
stockholders for any purpose, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, or entitled
to receive payment of any such dividend, or to any such allotment of rights, or
to exercise the rights in respect of any such change, conversion or exchange of
capital stock or to give such consent, as the case may be.
ARTICLE XVII
REGISTERED STOCKHOLDERS
17.1 Record Holder. 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 shall not be bound to recognize any equitable or other claims to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, save expressly provided by the laws of the
State of Florida.
ARTICLE XVIII
LOST CERTIFICATES
18.1 Lost Certificates. Any person claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact and
verify the same in such manner as the Board of Directors may require, and shall,
if the Board of Directors require, give the corporation a bond of indemnity in
form and with one or more sureties satisfactory to the Board of Directors in at
least double the value of the stock represented by said certificate before a new
certificate may be issued of the same tenor and for the same number of shares as
the one alleged to have been lost or destroyed.
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ARTICLE XIX
INSPECTION OF BOOKS
19.1 Inspection of Books. The Board of Directors shall determine from
time to time whether, and if allowed, when and under what conditions and
regulations the accounts and books of the corporation (except such as may by
statute be specifically open to inspection), or any of then, shall be open to
the inspection of the stockholders and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.
ARTICLE XX
CHECKS
20.1 Commercial Investments. All checks, drafts, acceptances, notes and
other orders, demands, or instruments in respect to the payment of money, shall
be signed or endorsed on behalf of the corporation by the Chief Executive
Officer and the President or the Secretary or by any other officers whom the
Board of Directors may from time to time designate.
ARTICLE XXI
FISCAL YEAR
21.1 Fiscal Year. The fiscal year of the corporation shall begin
January 1 and end on December 31 next following.
ARTICLE XXII
DIVIDENDS
22.1 Dividends. Dividends upon the capital stock of the corporation may
be declared at the discretion of the Board of Directors, subject to the
provisions of the Articles of Incorporation, at any regular or special meeting.
ARTICLE XXIII
NOTICES
23.1 Notices. Whenever notice is required to be given by the Articles
of Incorporation or by these By-Laws, it shall not be construed to mean personal
notice, but such notice, except as otherwise provided by law or by these
By-Laws, may be given by depositing the same in the post office, letter box or
mail chute, in a postage sealed wrapper addressed to the stockholder, officer or
director, as the case may be, at such address as appears on the books of the
corporation.
23.2 Waivers of Notice. Whenever notice is required to be given by law,
by the certificate of incorporation or by these By-Laws, a written waiver
thereof, signed by the person entitled to said notice, whether before or after
the time state therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting or (in the case of a stockholder) by proxy shall
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constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting,
to the transaction of a y business because the meeting was not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of , any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need to be specified in any written waiver or notice
unless so required by the certificate of incorporation or these By-Laws.
ARTICLE XXIV
AMENDMENTS
24.1 Amendments. These By-Laws may be altered, amended or repealed or
new By-Laws may be adopted by the Board of Directors or by the stockholders in
the manner provided in this Article XXIV at any meeting, but not by written
consent, of the stockholders. In order for the Board of Directors to effect an
alteration, amendment or repeal of these By-Laws or to adopt new By-Laws,
written notice containing the proposed alteration, amendment or repeal, or new
By-Laws must be provided to all the directors of the corporation not less than
30 days prior to the meeting of directors at which the proposal is to be
considered unless the proposal is approved by at least 75 percent of all
directors. In order for the stockholders to effect an alteration, amendment, or
repeal of these By-Laws or to adopt new By-Laws, written notice containing the
proposed alteration, amendment, repeal or new By-Laws has been provided to the
Secretary and all the directors of the corporation not more than seven days
after the corporation gives notice of the meeting of stockholders at which the
proposal is to be considered.
Any amendment or repeal of any provision or all provisions of this
Article XXIV or the adoption of any provision inconsistent with any provision or
all provisions of this Article XXIV shall, in addition to any other vote or
approval required by law or by these By-Laws or by the Articles of
Incorporation, require the affirmative vote of (a) at least 75 percent of all
the directors or (b) (i) at least 75 percent of the outstanding shares of each
class of voting stock and (ii) at least a majority, not including shares owned
by interested shareholders as defined in Section 607.0901 of the Florida
Business Corporation Act, of the outstanding shares of each class of voting
stock.
24.2 Emergency By-Laws. Subject to repeal or change by action of the
stockholders, the Board of Directors may adopt emergency By-Laws in accordance
with and pursuant to the provisions of the Florida Business Corporation Act.
ARTICLE XXV
LIMITED EXCLUSION FROM CONTROL SHARE ACQUISITION
OF FLORIDA BUSINESS CORPORATION ACT 607.0902
25.1 Notwithstanding anything in these By-Laws to the contrary, the
Corporation hereby provides that Section 607.0902 of the Florida Business
Corporation Act relating to control share acquisitions does not apply to any
control share acquisitions of securities of the Corporation relating to any
issuances or acquisitions of any securities of the Corporation pursuant to any
savings, employee stock ownership, other employee benefit plan, any
non-qualified stock option plan, any option, bonus, appreciation, profit
sharing, retirement, incentive, thrift, savings, defined compensation, discount
or similar options, rights or plans, or the issuance of any securities, shares
or stock, directly or indirectly, through options or rights or other similar
plans to existing
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management, officers, directors and similar parties duly elected by
shareholders at a regular or special meeting and/or duly appointed and approved
by such duly elected directors, not management, officers, directors and control
parties who are engaged or have obtained such status either in a hostile tender
offer or bid or proxy contest, and other than securities, options, warrants or
rights issued to all security holders on a pro rata basis. The term "plan" as
used in this Article XXV includes, but is not limited to, any plan, any formal
documents, pursuant to which the following may be received: cash, stock,
restricted stock, phantom stock, stock options, stock appreciation rights,
stock options in tandem with stock option or any other stock appreciation
rights, warrants, convertible securities, performance units and performance
shares. A plan may be applicable to one person. Group, as considered in Section
607.0902 of the Florida Business Corporation Act shall not include directors
and/or officers merely because such are participants in any plans as defined in
this Article XXV, but would require some further "acting in concert" other than
administrating, participating in or otherwise voting for such plan.
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