EXHIBIT 3.3
AMENDED AND RESTATED
BYLAWS
OF
FRENCH FRAGRANCES, INC.
(A FLORIDA CORPORATION)
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INDEX
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ARTICLE ONE OFFICES...............................................................................2
Section 1. Registered Office.....................................................................2
Section 2. Other Offices.........................................................................2
ARTICLE TWO MEETINGS OF SHAREHOLDERS..............................................................2
Section 1. Place.................................................................................2
Section 2. Time of Annual Meeting................................................................2
Section 3. Call of Special Meetings..............................................................2
Section 4. Notice of Waiver and Notice...........................................................3
Section 5. Advance Notice of Business at Annual Meeting..........................................3
Section 6. Business of Special Meeting...........................................................3
Section 7. Quorum................................................................................3
Section 8. Required Vote.........................................................................4
Section 9. Voting of Shares......................................................................4
Section 10. Proxies...............................................................................4
Section 11. Shareholder List......................................................................4
Section 12. Action Without Meeting................................................................4
Section 13. Closing of Transfer Books and Fixing Record Date......................................5
Section 14. Inspectors and Judges.................................................................5
ARTICLE THREE DIRECTORS.............................................................................6
Section 1. Number, Election and Term.............................................................6
Section 2. Vacancies.............................................................................6
Section 3. Powers................................................................................6
Section 4. Place of Meetings.....................................................................6
Section 5. Annual Meeting........................................................................6
Section 6. Regular Meetings......................................................................6
Section 7. Special Meetings and Notice...........................................................6
Section 8. Quorum and Required Vote..............................................................7
Section 9. Action Without Meeting................................................................7
Section 10. Telephone Meetings....................................................................7
Section 11. Committees............................................................................7
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INDEX
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(continued)
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Section 12. Compensation of Directors.............................................................8
Section 13. Chairman of the Board.................................................................8
Section 14. Shareholder Nomination of Director Candidates.........................................8
ARTICLE FOUR OFFICERS..............................................................................8
Section 1. Positions.............................................................................9
Section 2. Election of Specified Officers by Board...............................................9
Section 3. Election or Appointment of Other Officers.............................................9
Section 4. Salaries..............................................................................9
Section 5. Term..................................................................................9
Section 6. President.............................................................................9
Section 7. Vice Presidents.......................................................................9
Section 8. Secretary.............................................................................9
Section 9. Treasurer............................................................................10
ARTICLE FIVE CERTIFICATES FOR SHARES..............................................................10
Section 1. Issue of Certificates................................................................10
Section 2. Legends for Preferences and Restrictions on Transfer.................................10
Section 3. Facsimile Signatures.................................................................11
Section 4. Lost Certificates....................................................................11
Section 5. Transfer of Shares...................................................................11
Section 6. Registered Shareholders..............................................................11
Section 7. Redemption of Control Shares.........................................................12
ARTICLE SIX GENERAL PROVISIONS...................................................................12
Section 1. Dividends............................................................................12
Section 2. Reserves.............................................................................12
Section 3. Checks...............................................................................12
Section 4. Fiscal Year..........................................................................12
Section 5. Seal.................................................................................12
ARTICLE SEVEN AMENDMENTS OF BYLAWS.................................................................12
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<PAGE>
AMENDED AND RESTATED BYLAWS
OF
FRENCH FRAGRANCES, INC.
ARTICLE ONE
OFFICES
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Section 1. REGISTERED OFFICE. The registered office of French
Fragrances, Inc., a Florida corporation (the "Corporation"), shall be located in
the City of Miami, County of Dade, State of Florida.
Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
------------------------
Section 1. PLACE. All annual meetings of shareholders shall be held at
such time and place, within or without the State of Florida, as may be
designated by the board of Directors and stated in the notice of the meeting or
in a duly executed waiver of notice thereof. Special meetings of shareholders
may be held at such place, within or without the Sate of Florida, and at such
time as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. TIME OF ANNUAL MEETING. Annual meetings of shareholders
shall be held on the date and at the time fixed, from time to time, by the Board
of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.
Section 3. CALL OF SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President, the Board of Directors of the
holders of not less than one-tenth of all shares entitled to vote at the
meeting. Except as otherwise provided by law or in these Bylaws, upon request in
writing delivered either in person or by registered or certified mail, return
receipt requested, to the Chairman, President or Secretary by any persons
entitled to call a special meeting, it shall be the duty of such Chairman,
President or Secretary to cause to be given to the shareholders entitled thereto
notice of such meeting to be held on a date not less than sixty (60) nor more
than ninety (90) days after the receipt of such request, as such officer may
fix. If the notice is not given within forty (40) days after the delivery or
mailing of such request, the person calling the meeting may fix the time of
meeting and give notice thereof in the manner hereafter provided, or cause such
notice to be given by any designated representative.
<PAGE>
Section 4. NOTICE OF WAIVER AND NOTICE. Written or printed notice
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the day of
the meeting, either personally or by first-class mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting, to
each shareholder of record entitled to vote at such meeting; provided, however,
that notwithstanding anything in these Bylaws to the contrary, and except as
otherwise provided by law, notice of a special meeting called by a shareholder
of the Corporation shall be delivered to each shareholder of record entitled to
vote at such meeting at least forty (40) days before the date of the meeting. A
notice mailed at least thirty (30) days before the date of the meeting, may be
done by a class of United States mail other than first-class. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholders at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. If a meeting is
adjourned to another time and/or place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting. Notice need not
be given to any shareholder who submits a written waiver of notice by him before
or after the time stated therein. Attendance of a person at a meeting of
shareholders shall constitute a waiver of notice of such meeting, except when a
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the shareholders need be
specified in any written waiver of notice.
Section 5. ADVANCE NOTICE OF BUSINESS AT ANNUAL MEETING. Except as
otherwise provided in these Bylaws, any shareholder entitled to vote at a
meeting may propose business to be brought before such a meeting only if such
meeting is an annual meeting of shareholders and if written notice of the
shareholder's intent to bring such business before the meeting has been given,
either by personal delivery or by the United States Mail, postage prepaid, to
the Secretary of the Corporation, not later than ninety (90) days prior to the
date one year from the date of the immediately preceding annual meeting of
shareholders. Each such notice shall set forth: (a) the name and address of the
shareholder who intends to bring such business before the meeting; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to bring such business specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
any party to which such business relates; and (d) such other information
regarding the business proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the business been proposed by the Board
of Directors. The presiding officer at the meeting may refuse to acknowledge and
business not made in compliance with the foregoing procedure.
Section 6. BUSINESS OF SPECIAL MEETING. Business transacted at any
special meeting shall be confined to the purposes stated in the notice thereof.
Section 7. QUORUM. The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of shareholders except as otherwise provided in the Corporation's articles of
incorporation (the "Articles of Incorporation"). If, however, a quorum shall not
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be present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally notified
and called. The shareholders present at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of some shareholders prior to
adjournment, but in no event shall a quorum consist of the holders of less than
one-third (1/3) of the shares entitled to vote and thus represented at such
meeting.
Section 8. REQUIRED VOTE. The vote of the holders of a majority of the
shares entitled to vote and represented at a meeting at which a quorum is
present shall be the act of the Corporation's shareholders, unless the vote of a
greater number is required by law, the Articles of Incorporation or these
Bylaws.
Section 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of the shares of
any class are limited or denied by the Articles of Incorporation or the Florida
General Corporation Act.
Section 10. PROXIES. A shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and unless
otherwise made irrevocable by law.
Section 11. SHAREHOLDER LIST. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number and class and series, if any, of shares held
by each. Such list, for a period of ten (10) days prior to such meeting, shall
be subject to inspection by any shareholder at any time during the usual
business hours at the place where the meeting is to be held. 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 stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer book or to
vote at any such meeting of shareholders.
Section 12. ACTION WITHOUT MEETING. Any action required by the statutes
to be taken at a meeting of shareholder's, or any action that may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock entitled to vote on the action 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
voting with respect to the subject matter thereon and such consent shall have
the same force and effect as a vote of shareholders taken at such a meeting;
provided, however, that no such consent shall be valid unless written notice is
delivered either in person or by registered or certified mail, by registered or
certified mail, return receipt requested, to the Chairman, President or
<PAGE>
Secretary of the Corporation. Such notice shall state the purpose or purposes of
for which such action without a meeting shall be taken. Notwithstanding anything
in these Bylaws to the contrary, the record date for action without a meeting
shall be ten (10) days after such notice is received by the Chairman, President
or Secretary of the Corporation and public announcement of such record date
shall be made.
Section 13. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purposes, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period not to exceed, in any case,
seventy (70) days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and 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 notice of the
meeting is mailed or the date on which the resolutions of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof, except
where the Board of Directors fixes a new record date or the determination has
been made through the closing of stock transfer books and the stated period of
closing has expired.
Section 14. INSPECTORS AND JUDGES. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election of
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by appointment made by
the directors in advance of the meeting, or at the meeting by the person
presiding thereat. The inspectors or judges, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.
<PAGE>
ARTICLE THREE
DIRECTORS
---------
Section 1. NUMBER, ELECTION AND TERM. The number of directors of the
Corporation shall be fixed from time to time, within the limits specified by the
Articles of Incorporation, by resolution of the Board of Directors; provided,
however, no director's terms shall be shortened by reason of a resolution
reducing the number of directors. The directors shall be elected at the annual
meeting of the shareholders, except as provided in Section 2 of this Article,
and each director elected shall holder office for the term for which he is
elected and until his successor is elected and qualified. Directors need not be
residents of the State of Florida, shareholders of the Corporation or citizens
of the United States. A director may be removed only for cause and only by the
affirmative vote of the holders of at least eight percent (80%) of the shares
entitled to vote and represented at a special meeting of the shareholders called
for that purpose at which a quorum is present.
Section 2. VACANCIES. A director may resign at any time by giving
written notice to the Board of Directors or the Chairman of the Board. Such
resignation shall take effect at the date of 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. Any
vacancy occurring in the Board of Directors and any directorship to be filled by
reason of an increase in the size of the Board of Directors shall be filled by
the affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office, or until the next
election of one or more directors by shareholders if the vacancy is caused by an
increase in the number of directors. A director elected to fill a position
resulting from an increase in the Board of Directors shall be apportioned among
the classes as equally as possible.
Section 3. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.
Section 4. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.
Section 5. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held, without call or notice, immediately following
each annual meeting of shareholders.
Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.
Section 7. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the President and shall be called by the Secretary
on the written request of two (2) directors. Written notice of special meetings
of the Board of Directors shall be given to each director at least twenty-four
<PAGE>
(24) hours before the meeting. Except as required by statute, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting. Notices to directors shall be in writing and delivered personally
or mailed to the directors at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be received. Notice to directors may also be given by telegram, and
shall be deemed delivered when the same shall be deposited at a telegraph office
for transmission and all appropriate fees therefor have been paid. Whenever any
notice is required to be given to any director, a waiver therefor in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 8. QUORUM AND REQUIRED VOTE. A majority of the directors shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required by the
Articles of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally notified and called.
Section 9. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting.
Section 10. TELEPHONE MEETINGS. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground the meeting is not lawfully called or convened.
Section 11. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Vacancies in the membership of a committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.
<PAGE>
Section 12. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting 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 special or standing committees may be allowed like
compensation for attending committee meetings.
Section 13. CHAIRMAN OF THE BOARD. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
shareholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.
Section 14. SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES. Except as
otherwise provided by law or in the Articles of Incorporation, nominations for
the election of directors may be made by the Board of Directors or by a
committee appointed by the Board of Directors or by any shareholder entitled to
vote in the election of directors generally. Any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors as a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by the United States mail, postage prepaid, to the Secretary of the
Corporation, not later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days prior to the date one year from
the date of the immediately preceding annual meeting of shareholders and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of directors, within ten (10) days after the date on which notice
of such meeting is first given to shareholders. Each such notice shall set
forth: (a) the names and addresses of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between 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
shareholders; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the corporation if
elected. The presiding officer at the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
<PAGE>
ARTICLE FOUR
OFFICERS
--------
Section 1. POSITIONS. The officers of the Corporation shall consist of
a President, one or more Vice Presidents, a Secretary and a Treasurer, and, if
elected by the Board of Directors by resolutions, a Chairman of the Board. Any
two or more offices may be held by the same person.
Section 2. ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a President, one or more Vice Presidents, a Secretary and a Treasurer.
Section 3. ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the President of the Corporation. The Board of Directors
shall be advised of appointments by the President at or before the next
scheduled Board of Directors meeting.
Section 4. SALARIES. The salaries of all officers of the Corporation to
be elected by the Board of Directors pursuant to Article Four, Section 2 hereof
shall be fixed from time to time by the Board of Directors or pursuant to its
discretion. The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his discretion.
Section 5. TERM. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or the President of the Corporation may be
removed, with or without cause, by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officers or agents appointed by the President of the Corporation
pursuant to Section 3 of this Article Four may also be removed from such officer
positions by the President, with or without cause. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors, or, in the case of an officer appointed by the
President of the Corporation, by the President or the Board of Directors.
Section 6. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of the Chairman of
the Board or in the event the Board of Directors shall not have designated a
chairman of the board, the President shall preside at meetings of the
shareholders and the Board of Directors.
Section 7. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.
Section 8. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for the purpose and shall perform like duties for the standing
<PAGE>
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it.
Section 9. TREASURER. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings or when the
Board of Directors so requires an account of all his transactions as treasurer
and of the financial condition of the Corporation.
ARTICLE FIVE
CERTIFICATES FOR SHARES
-----------------------
Section 1. ISSUE OF CERTIFICATES. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled; and
such certificates shall be signed by the President or a Vice President, and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. No certificate shall be
issued for any share until the consideration therefor has been fully paid. Each
certificate representing shares shall state upon the face thereof, the name of
the Corporation, that the Corporation is organized under the laws of the State
of Florida, the name of the person to whom issued, the number and class and the
designation of the series, if any, that such certificate represents, and the par
value of each share represented by such certificate.
Section 2. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. Every
certificate representing shares issued by the Corporation shall set forth or
fairly summarize upon the face or back of the certificate, or shall state that
the Corporation will furnish to any shareholder upon request and without charge
a full statement of:
(a) The designation, preferences, limitation, and relative
rights of the shares of each class or series authorized to be issued.
(b) The variations in the relative rights and preferences
between the shares of each such series, if the Corporation is authorized to
issue any preferred or special class in series and so far as the same have been
fixed and determined.
(c) The authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer and there shall be set forth or fairly summarized upon
the certificate, or the certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
<PAGE>
such restrictions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
the applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend.
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED
WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO
THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION)
THAT REGISTRATION IS NOT REQUIRED."
Section 3. FACSIMILE SIGNATURES. The signatures of the President or a
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimilies, if the certificate is manually signed by a transfer agent, or
registered by a registrar, other than the Corporation itself or any employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of the issuance.
Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate of certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 5. TRANSFER OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim 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, except as otherwise provided by the laws of the State
of Florida.
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Section 7. REDEMPTION OF CONTROL SHARES. As provided by the Florida
General Corporation Act, if a person acquiring control shares of the Corporation
does not file an acquiring person statement with the Corporation, the
Corporation may redeem the control shares at fair market value at any time
during the sixty (60) day period after the last acquisition of such control
shares. If a person acquiring control shares of the Corporation files an
acquiring person statement with the Corporation, the control shares may be
redeemed by the corporation only if such shares are not accorded full voting
rights by the shareholders as provided by law.
ARTICLE SIX
GENERAL PROVISIONS
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Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Articles of Incorporation.
Section 2. RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
Section 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed, and shall be subject to change, by the Board of Directors.
Section 5. SEAL. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
ARTICLE SEVEN
AMENDMENTS OF BYLAWS
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These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which quorum is present, by
the affirmative vote of a majority of the directors present at such meeting.
