Bylaws - Cord Blood America Inc.
AMENDED AND RESTATED
BYLAWS
OF
CORD BLOOD AMERICA, INC.,
a Florida corporation,
As Adopted On
April 29, 2004
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS 1
ARTICLE II SHAREHOLDERS 2
2.01 Place of Meetings 2
2.02 Annual Meeting 2
2.03 Special Meeting 2
2.04 Fixing Record Date 2
2.05 Notice of Meetings of Shareholders 3
2.06 Waivers of Notice 3
2.07 List of Shareholders 3
2.08 Quorum of Shareholders; Adjournment 4
2.09 Voting of Shares 4
2.10 Ballots 4
2.11 Proxies 4
2.12 Selection and Duties of Inspectors
at Meeting of Shareholders 4
2.13 Organization 5
2.14 Order of Business 5
2.15 Action by Shareholders Without
a Meeting 5
ARTICLE III DIRECTORS 6
3.01 General Powers 6
3.02 Nominations for Directors 6
3.03 Number; Qualification; Term of Office 7
3.04 Election 7
3.05 Newly Created Directorships and
Vacancies 7
3.06 Resignations 7
3.07 Removal of Directors 7
3.08 Compensation 7
3.09 Place and Time of Meetings of
the Board 7
3.10 Annual Meeting 7
3.11 Regular Meetings 8
3.12 Special Meetings 8
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3.13 Adjourned Meetings 8
3.14 Waiver of Notice 8
3.15 Organization 9
3.16 Quorum of Directors 9
3.17 Action by the Board 9
ARTICLE IV COMMITTEES OF THE BOARD 9
ARTICLE V OFFICERS 10
5.01 Officers 10
5.02 Removal of Officers 10
5.03 Resignations 10
5.04 Vacancies 10
5.05 Compensation 10
5.06 Chairman of the Board 11
5.07 President 11
5.08 Vice Presidents 11
5.09 Secretary 11
5.10 Treasurer 12
5.11 Assistant Secretaries and
Assistant Treasurers 12
ARTICLE VI CONTRACTS, CHECKS, DRAFTS,
BANK ACCOUNTS, ETC. 12
6.01 Execution of Contracts 12
6.02 Loans 13
6.03 Checks, Drafts, Etc. 13
6.04 Deposits 13
ARTICLE VII STOCK AND DIVIDENDS 13
7.01 Certificates Representing Shares 13
7.02 Transfer of Shares 13
7.03 Transfer and Registry Agents 14
7.04 Lost, Destroyed, Stolen and
Mutilated Certificates 14
7.05 Regulations 14
7.06 Restrictions on Transfer 14
7.07 Dividends, Surplus, Etc. 15
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ARTICLE VIII INDEMNIFICATION 15
ARTICLE IX BOOKS AND RECORDS 15
9.01 Books and Records 15
9.02 Form of Records 16
9.03 Inspection of Books and Records 16
ARTICLE X SEAL 16
ARTICLE XI FISCAL YEAR 16
ARTICLE XII SECURITIES OF OTHER ENTITIES 16
ARTICLE XIII CONTROL SHARE ACQUISITIONS 17
ARTICLE XIV GENDER 17
ARTICLE XV AMENDMENTS 17
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AMENDED AND RESTATED
BYLAWS
OF
CORD BLOOD AMERICA, INC.
(a Florida corporation)
ARTICLE I
DEFINITIONS
-----------
As used in these Bylaws, unless the context otherwise requires, and
regardless of whether or not capitalized, the term:
"Articles of Incorporation" means the initial articles of incorporation
of the Corporation, as amended, supplemented or restated from time to time.
"Assistant Secretary" means an Assistant Secretary of the Corporation.
"Assistant Treasurer" means an Assistant Treasurer of the Corporation.
"Board" means the Board of Directors of the Corporation.
"Business Corporation Act" means the Florida Business Corporation Act,
Section 607.0101 et seq. of the Florida Statutes, as amended from time to time.
"Bylaws" means the initial bylaws of the Corporation, as amended,
supplemented or restated from time to time.
"Chairman" means the Chairman of the Board of the Corporation.
"Corporation" means Cord Blood America, Inc., a Florida corporation.
"Directors" means the directors of the Corporation.
"President" means the President of the Corporation.
"Secretary" means the Secretary of the Corporation.
"Shareholders" means the shareholders of the Corporation.
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"Treasurer" means the Treasurer of the Corporation.
"Vice President" means a Vice President of the Corporation.
ARTICLE II
SHAREHOLDERS
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2.01 PLACE OF MEETINGS. Every meeting of shareholders shall be held at
the office of the Corporation or at such other place within or without the State
of Florida as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.
2.02 ANNUAL MEETING. A meeting of shareholders shall be held annually
for the election of directors and the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be as
determined by the Board and designated in the notice of meeting.
2.03 SPECIAL MEETINGS. A special meeting of shareholders, unless
otherwise prescribed by statute, may be called at any time by the Board, by the
Chairman or by the holders of not less than twenty-five percent (25%) of the
outstanding shares entitled to vote at any meeting of the shareholders. At any
special meeting of shareholders only such business may be transacted as is
related to the purpose or purposes of such meeting set forth in the notice
thereof given pursuant to Section 2.05 of the Bylaws or in any waiver of notice
thereof given pursuant to Section 2.06 of the Bylaws.
2.04 FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders 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 the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than seventy days before the date of
such meeting, nor more than sixty days prior to any other action. If no such
record date is fixed, then:
(a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close
of business on the day immediately preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
immediately preceding the day on which the meeting is held.
(b) the record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting, when
no prior action by the Board is necessary, shall be the day on which
the first written consent is expressed.
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(c) the record date for determining shareholders for any
purpose other than those specified in Sections 2.04(a) and 2.04(b)
shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.
When a determination of shareholders entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this Section 2.04, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.
2.05 NOTICE OF MEETINGS OF SHAREHOLDERS. Except as otherwise provided
in Sections 2.04 and 2.06 of the Bylaws, whenever under the Business Corporation
Act or the Articles of Incorporation or the Bylaws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each shareholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this Section 2.05
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. 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, and at the
adjourned meeting any business may be transacted that might have been transacted
at the meeting as originally called. If, however, the adjournment is for more
than one hundred twenty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.
2.06 WAIVERS OF NOTICE. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the Bylaws, a written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the 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.
2.07 LIST OF SHAREHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at the corporation's principal office, at
a place within the city where the meeting is to be held, which place shall be
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specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present.
2.08 QUORUM OF SHAREHOLDERS; ADJOURNMENT. The holders of a majority of
the shares of stock entitled to vote at any meeting of shareholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of shareholders, it is not broken by the subsequent withdrawal of any
shareholder or shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.09 VOTING OF SHARES. Unless otherwise provided in the Articles of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with Section 2.04 of the
Bylaws. The provisions of Sections 607.0721, 607.0723 and 607.0724 of the
Business Corporation Act shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares, but the Corporation shall be protected in treating the persons in whose
names shares of capital stock stand on the record of shareholders as owners
thereof for all purposes. At any meeting of shareholders (at which a quorum is
present to organize the meeting), all matters, except as otherwise provided by
law or by the Articles of Incorporation or by the Bylaws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote thereon,
whether or not a quorum is present when the vote is taken.
2.10 BALLOTS. All elections of directors shall be by written ballot. In
voting on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote.
2.11 PROXIES. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
The validity and enforceability of any proxy shall be determined in accordance
with Section 607.0722 of the Business Corporation Act.
2.12 SELECTION AND DUTIES OF INSPECTORS AT MEETINGS OF SHAREHOLDERS.
The Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
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meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or 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 or any shareholder entitled to
vote thereat, the inspector or inspectors shall take a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate made by the inspector or inspectors shall be prima facie evidence of
the facts stated and of the vote as certified by him or them.
2.13 ORGANIZATION. At every meeting of shareholders, the Chairman, or
in the absence of the Chairman, the President, or in the absence of both the
Chairman and the President, a Vice President, and in case more than one Vice
President shall be present, that Vice President designated by the Board (or in
the absence of any such designation, the most senior Vice President, based on
age, present) shall act as chairman of the meeting. The Secretary, or in his
absence one of the Assistant Secretaries, shall act as secretary of the meeting.
In case none of the officers above designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority of the votes cast at
such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.
2.14 ORDER OF BUSINESS. The order of business at all meetings of
shareholders shall be as determined exclusively by the chairman of the meeting.
2.15 ACTION BY SHAREHOLDERS WITHOUT A MEETING.
(a) Except as otherwise provided in the Articles of
Incorporation, any action required or permitted to be taken at any
annual or special meeting of shareholders may be taken without a
meeting, without prior notice, and without a vote, if the action is
taken by the holders of issued and outstanding stock entitled to vote
thereon having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. In order to be
effective, the action must be evidenced by one or more written consents
describing the action taken, dated and signed by approving shareholders
having the requisite number of votes entitled to vote thereon, and
delivered to the Corporation by delivery to its principal office. No
written consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the date of the
earliest dated consent delivered in the manner required by this Section
2.15, written consents signed by the number of holders required to take
action are delivered to the Corporation.
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(b) Any written consent may be revoked prior to the date that
the Corporation receives the required number of consents to authorize
the proposed action. No revocation is effective unless in writing and
until received by the Corporation at its principal office.
(c) Within ten days after obtaining authorization by written
consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized
action and, if the action is one for which dissenters' rights are
provided by law or the Articles of Incorporation, the notice shall
contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance
with applicable law.
(d) Whenever action is taken pursuant to written consent, the
written consent or consents of the shareholders consenting thereto or
the written reports of the inspectors appointed to tabulate such
consents shall be filed with the minutes of proceedings of shareholders
of the Corporation.
ARTICLE III
DIRECTORS
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3.01 GENERAL POWERS. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Articles of Incorporation or the Bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and
the management of the Corporation. In addition to the powers expressly conferred
by the Bylaws, the Board may exercise all powers and perform all acts which are
not required, by the Bylaws or the Articles of Incorporation or by law, to be
exercised and performed by the shareholders.
3.02 NOMINATIONS FOR DIRECTORS. Nominations for election to the Board
may be made by the Board or by any holder of shares of any outstanding class of
capital stock of the Corporation entitled to vote for the election of directors.
Nominations other than those made by the Board shall be made by notification in
writing delivered to the Secretary not less than twenty nor more than fifty days
prior to any annual or special meeting of shareholders called for the election
of directors; provided, however that if less than twenty-eight days notice of
such meeting is given to shareholders, such nomination shall be delivered to the
Secretary not later than the close of business on the seventh day following the
day on which the notice of such meeting was mailed to shareholders.
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3.03 NUMBER; QUALIFICATION; TERM OF OFFICE. The Board shall at all
times consist of not less than one nor more than fifteen persons as the Board
shall determine. Directors need not be shareholders. Each director shall hold
office until his successor is elected and qualified or until his earlier death,
resignation or removal.
3.04 ELECTION. Directors shall, except as otherwise required by law or
by the Articles of Incorporation, be elected by a plurality of the votes cast at
a meeting of shareholders at which a quorum is present by the holders of shares
entitled to vote in the election.
3.05 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise
provided in the Articles of Incorporation, newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
for any other reason, including the removal of directors, shall be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director. A director elected to fill a vacancy shall be
elected to hold office for a term expiring at the next annual meeting of
shareholders, or until his earlier death, resignation or removal.
3.06 RESIGNATIONS. Any director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective.
3.07 REMOVAL OF DIRECTORS. Any or all of the Directors may be removed
from office at any time, with or without cause, as is provided in Section
607.0808 of the Business Corporation Act.
3.08 COMPENSATION. Each director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each director
who shall serve as a member of any committee of directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
Section 3.08 shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
3.09 PLACE AND TIME OF MEETINGS OF THE BOARD. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Florida. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.
3.10 ANNUAL MEETING. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
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any other time and place specified in a notice given as provided in Section 3.12
of the Bylaws for special meetings of the Board or in a waiver of notice
thereof.
3.11 REGULAR MEETINGS. Regular meetings of the Board may be held at
such times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.
3.12 SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the Chairman or by any two or more Directors. Notice of each
special meeting of the Board shall, if mailed, be addressed to each director at
the address designated by him for that purpose or, if none is designated, at his
last known address at least ten days before the date on which the meeting is to
be held; or such notice shall be sent to each director at such address by
telegraph, cable, telefax or wireless, or be delivered to him personally, not
later than five days before the date on which such meeting is to be held. Every
such notice shall state the time and place of the meeting but need not state the
purposes of the meeting, except to the extent required by law. If mailed, each
notice shall be deemed given when deposited, with postage thereon prepaid, in a
post office or official depository under the exclusive care and custody of the
United States post office department. Such mailing shall be by first class mail.
3.13 ADJOURNED MEETINGS. A majority of the directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any director, whether or not
he was present at the time of the adjournment. Any business may be transacted at
any adjourned meeting that might have been transacted at the meeting as
originally called.
3.14 WAIVER OF NOTICE. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
Business Corporation Act or of the Articles of Incorporation or Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall 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 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
directors, or members of a committee of directors, need be specified in any
written waiver of notice.
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3.15 ORGANIZATION. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, a chairman chosen by a majority
of the Directors present, shall preside. The Secretary shall act as secretary at
each meeting of the Board. In case the Secretary shall be absent from any
meeting of the Board, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the case of the absence from any such meeting
of the Secretary and all Assistant Secretaries, the person presiding at the
meeting may appoint any person to act as secretary of the meeting.
3.16 QUORUM OF DIRECTORS. A quorum for the transaction of business or
of any specified item of business at any meeting of the Board shall consist of a
majority of the directors.
3.17 ACTION BY THE BOARD. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board or of 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 proceedings of the Board or committee. Members of the Board or any
committee designated by the Board may participate in a meeting of the Board or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.17 shall constitute presence in person at such meeting. Except as
otherwise provided by the Articles of Incorporation or by law, the vote of a
majority of the Directors (including those who participate by means of
conference telephone or similar communications equipment) present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board.
ARTICLE IV
COMMITTEES OF THE BOARD
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The Board may, by resolution passed by a majority of the entire Board,
designate one or more committees, each committee to consist of one or more of
the Directors. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a 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 to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation or
Bylaws, adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
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dissolution of the Corporation or a revocation of a dissolution, declaring or
paying any dividend or other distribution in respect of the stock of the
Corporation, issuing or selling stock of the Corporation or acquiring issued and
outstanding stock of the Corporation.
ARTICLE V
OFFICERS
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5.01 OFFICERS. The Board shall elect as officers, a Chairman, a
President, a Secretary and a Treasurer, and may elect or appoint one or more
Vice Presidents and such other officers as it may determine. The Board may use
descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents elected or appointed by it. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier death, resignation or removal in the manner provided in
Section 5.02 of the Bylaws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties as
the Board may determine. All officers as between themselves and the Corporation
shall have such authority and perform such duties in the management of the
Corporation as may be provided in the Bylaws or as the Board may from time to
time determine.
5.02 REMOVAL OF OFFICERS. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.
5.03 RESIGNATIONS. Any officer may resign at any time by so notifying
the Board, the Chairman or the President in writing. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any.
5.04 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.
5.05 COMPENSATION. Salaries or other compensation of the officers may
be fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
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5.06 CHAIRMAN. The Chairman shall be the chief executive officer of the
Corporation and shall have general supervision over the business and affairs of
the Corporation; subject, however, to the control of the Board and of any duly
authorized committee of Directors. He shall preside at all meetings of the
shareholders and of the Board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and executing thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed; and, in general, he
shall perform all duties and have such authority as are incident to the offices
of Chairman and chief executive officer of the Corporation.
5.07 PRESIDENT. The President shall be the chief operating officer of
the Corporation and shall have general supervision over the day-to-day affairs
of the Corporation, subject, however, to the control of the Chairman, the Board
and any duly authorized committee of directors. He may, with the Secretary or
the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation. He may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof shall
be expressly delegated by the Board or by the Bylaws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, 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 Chairman, the Board or a duly authorized committee of the Board.
5.08 VICE PRESIDENTS. At the request of the Board, the Chairman or the
President, the Vice Presidents shall perform all of the duties of the President
and in so acting shall have all the powers of, and be subject to all
restrictions upon, the President. Any Vice President may, with the Secretary or
the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation. Any Vice President
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the Board, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by the Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed. Each Vice President shall
perform such other duties as from time to time may be assigned to him by the
Board, by the Chairman or by the President.
5.09 SECRETARY. The Secretary, if present, shall act as secretary of
all meetings of the shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation; he shall be
custodian of the seal of the Corporation and may seal with the seal of the
Corporation, or a facsimile thereof, all certificates for shares of capital
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stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board
or by the Chairman.
5.10 TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the President
or the Board, whenever the Chairman, the President or the Board, respectively,
shall require him so to do, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; exhibit at all reasonable
times his books of account and other records to any of the directors upon
application at the office of the Corporation where such books and records are
kept; and, in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board or by the Chairman; and he may sign with the Chairman, the President
or a Vice President certificates for shares of capital stock of the Corporation.
5.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the Chairman. Assistant Secretaries and Assistant Treasurers may,
with the Chairman, the President or a Vice President, sign certificates for
shares of capital stock of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
----------------------------------------------
6.01 EXECUTION OF CONTRACTS. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances or otherwise limited.
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6.02 LOANS. The Chairman or any other officer, employee or agent
authorized by the Bylaws or by the Board may effect loans and advances at any
time for the Corporation from any bank, trust company or other institution or
from any firm, corporation or individual and for such loans and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation, and, when authorized by the Board
so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority conferred by the Board may be general or confined to specific
instances or otherwise limited.
6.03 CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
6.04 DEPOSITS. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation in such
banks, trust companies or other depositories as the Board or the Chairman may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board or the
Chairman.
ARTICLE VII
STOCK AND DIVIDENDS
-------------------
7.01 CERTIFICATES REPRESENTING SHARES. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 607.0625 of the Business Corporation Act) as
shall be approved by the Board. Such certificates shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles, if the certificate is countersigned by a
transfer agent or registrar other than the Corporation itself or its employee.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
7.02 TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
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capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in those name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
shareholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
7.03 TRANSFER AND REGISTRY AGENTS. The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.
7.04 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.05 REGULATIONS. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the Bylaws or with the Articles of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.06 RESTRICTION ON TRANSFER. A written restriction on the transfer or
registration of transfer of capital stock of the Corporation, if permitted by
Section 607.0627 of the Business Corporation Act and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted capital stock or any successor or transferee of the holder
including an executor, personal representative, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though permitted by Section 607.0627 of the
Business Corporation Act, shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer or
registration of transfer of capital stock of the Corporation may be imposed
either by the Articles of Incorporation or by an agreement among any number of
shareholders or among such shareholders and the Corporation. No restriction so
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imposed shall be binding with respect to capital stock issued prior to the
adoption of the restriction unless the holders of such capital stock are parties
to an agreement or voted in favor of the restriction.
7.07 DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the Articles
of Incorporation and of law, the Board may:
(a) declare and pay dividends or make other distributions on
the outstanding shares of capital stock in such amounts and at such
time or times as, in its discretion, the condition of the affairs of
the Corporation shall render it advisable;
(b) use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock
of the Corporation, or purchase warrants or options therefor, in
accordance with law, or any of its bonds, debentures, notes, scrip or
other securities or evidences of indebtedness; and
(c) set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as
a reserve fund to meet contingencies, or for equalizing dividends or
for the purpose of maintaining or increasing the property or business
of the Corporation, or for any purpose it may think conducive to the
best interests of the Corporation.
ARTICLE VIII
INDEMNIFICATION
---------------
The corporation shall indemnify and hold harmless its directors,
officers, employees, attorneys and agents to the fullest extent permitted by the
laws of the State of Florida.
ARTICLE IX
BOOKS AND RECORDS
-----------------
9.01 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office or at the office of the transfer agent or registrar
of the Corporation a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.
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9.02 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, floppy disks, compact disks, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be converted
into clearly legible written form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect them.
9.03 INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the shareholders.
ARTICLE X
SEAL
----
The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Florida."
ARTICLE XI
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.
ARTICLE XII
SECURITIES OF OTHER ENTITIES
----------------------------
Unless otherwise provided by resolution of the Board, the Chairman may,
from time to time, appoint one or more attorneys or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a shareholder or otherwise in any
corporation or other entity, any of whose shares or securities may be held by
the Corporation, at meetings of the holders of stock or other securities of such
corporation or other entity, or to consent in writing to any action by any such
corporation or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or other instruments
as he may deem necessary or proper in his discretion; or the Chairman may
himself attend any meeting of the stock or other securities of any such
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corporation or other entity and thereat vote or exercise any or all other powers
of the Corporation as the holder of such stock or other securities of such other
corporation or other entity.
ARTICLE XIII
CONTROL SHARE ACQUISITIONS
--------------------------
This corporation expressly elects not to be governed by Section
607.0902 of the Business Corporation Act, as in effect on the date hereof and as
amended from time to time, relating to control share acquisitions.
ARTICLE XIV
GENDER
------
As used in these Bylaws, the masculine gender shall extend to and shall
include the feminine and the neuter genders.
ARTICLE XV
AMENDMENTS
----------
These Bylaws may be amended, modified, altered, changed, supplemented
or repealed, or new Bylaws may be adopted, by the vote of the holders of a
majority of the shares entitled to vote in the election of directors of the
Corporation. These Bylaws may be amended, modified, altered, changed,
supplemented or repealed, and new Bylaws may be adopted, by the affirmative vote
of a majority of the directors at a meeting of the Board at which a quorum is
present. Any Bylaw or Bylaws adopted, amended, modified, altered, changed,
supplemented or repealed by the Board may be subsequently amended, modified,
altered, changed, supplemented or repealed by the shareholders as provided in
this Article XV.
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