BYLAWS
Article
I
General
Section
1.1.
Offices
.
The
registered office of the corporation shall be in the State of Florida. The
Corporation may also have offices at such other places both within and without
the State of Florida as the Board of Directors may from time to time determine
or the business of the Corporation may require.
Section
1.2
.
Seal
.
The
Corporation may or may not have a corporate seal. Any corporate seal of the
Corporation shall be in the form of a circle and shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Florida".
Section
1.3.
Fiscal
Year
.
The
fiscal year of the Corporation shall be the period from January 1 through
December 31 of each year.
Article
II
Stockholders
Section
2.1.
Place
of Meeting
.
All
meetings of the stockholders shall be held at the office of the Corporation
in
Jacksonville, Florida, except such meetings as the Board of Directors expressly
determines shall be held elsewhere, in which case meetings may be held upon
notice as hereinafter provided at such other place or places within or without
Jacksonville, Florida, as the Board of Directors shall have determined and
as
shall be stated in such notice.
Section
2.2.
Annual
Meeting
.
The
annual meeting of the stockholders shall be held in such month as the Board
of
Directors may determine, not less frequently than once every 14 months, on
such
date and at such time as the Board of Directors may determine. At each annual
meeting the stockholders entitled to vote shall elect such Directors as are
to
be elected at such meeting, as determined under the Corporation's Articles
of
Incorporation, as they may be amended from time to time (the "Articles of
Incorporation"), by plurality vote by ballot, and they may transact such other
corporate business as may properly be brought before the meeting. At the annual
meeting any business may be transacted, irrespective of whether the notice
calling such meeting shall have contained a reference thereto, except where
notice is required by law, the Articles of Incorporation, or these
bylaws.
Section
2.3.
Quorum
.
At all
meetings of the stockholders, the holders of a majority of the stock issued
and
outstanding and enti-tled to vote thereat, present in person or by proxy, shall
consti-tute a quorum requisite for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation, or by these bylaws.
If, however, such majority shall not be present or represented at any meeting
of
the stockholders, the stockholders entitled to vote thereat, present in person
or by proxy, by a majority vote, shall have power to adjourn the meeting from
time to time without notice other than announcement at the meeting until the
requisite amount of voting stock shall be present. If the adjournment is for
more than thirty (30) days, of 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 stockholder of record entitled to vote at the meeting. At such
adjourned meeting at which the requisite number of voting stock shall be
represented, any business may be transacted which might have been transacted
if
the meeting had been held as originally called.
Section
2.4
Right
to Vote; Proxies
.
Except
as otherwise provided in the Articles of Incorporation, each stockholder having
the right to vote at any meeting shall be entitled to one vote for each share
of
stock held by him. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy, but no proxy which is dated
more than eleven months prior to the meeting at which it is offered shall confer
the right to vote thereat unless the proxy provides that it shall be effective
for a longer period. Every proxy shall be in writing, subscribed by a
stockholder or his duly authorized attorney-in-fact, and dated, but need not
be
sealed, witnessed or acknowledged.
Section
2.5.
Voting
.
At all
meetings of stockholders all questions, except as otherwise expressly provided
for by statute, the Articles of Incorporation or these bylaws, shall be
determined by a majority vote of the stockholders present in person or
represented by proxy and entitled to vote thereat and all elections of directors
shall be by plurality. The stockholders will nave cumulative vote on any
question or in the election of directors. Except as otherwise expressly provided
by law, the Articles of Incorporation or these bylaws, at all meetings of
stockholders the voting shall be by voice vote, but any stockholder qualified
to
vote on the matter in question may demand a stock vote, by shares of stock,
upon
such question, whereupon such stock vote shall be taken by ballot, each of
which
shall state the name of the stockholder voting and the number of shares voted
by
him, and, if such ballot be cast by proxy, it shall also state the name of
the
proxy.
Section
2.6.
Notice
of Annual Meetings
.
Written
notice of the annual meeting of the stockholders shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the stock
books of the Corporation at least ten (10) days (and not more than fifty (50)
days) prior to the meeting. It shall be the duty of every stockholder to furnish
to the Secretary of the Cor-poration or the transfer agent, if any, the class
of
stock owned by such stockholder, the post office address of such stockholder,
and to notify said Secretary or transfer agent of any change
therein.
Section
2.7
.
Stockholders’
List
.
A
complete list of the stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary and filed either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of
the meeting, or if not so specified, at the place where the meeting is to be
held, at least ten (10) days before such meeting and shall, at all times during
the usual hours for business and during the whole time of said election, be
open
to the examination of any stockholder for a purpose germane to the
meeting.
Section
2.8.
Special
Meetings
.
Special
meetings of the stockholders for any purpose or purposes,may be called only
by
the Board of Directors or the Chief Executive Officer.
Section
2.9.
Notice
of Special Meetings
.
Written
notice of a special meeting of stockholders, stating the time and place and
object thereof, shall be mailed, postage prepaid, not less than ten (10) nor
more than fifty (50) days before such meeting, to each stockholder entitled
to
vote thereat, at such address as appears on the books of the Corporation. No
business may be transacted at such meeting except that referred to in said
notice or in a supplemental notice given also in compliance with the provisions
hereof or such other business as may be germane or supplementary to that stated
in said notice or notices.
Section
2.10.
Inspectors
.
One or
more inspectors may be appointed by the Board of Directors before or at any
meeting of stockholders or, if no such appointment shall have been made, the
presiding officer may make such appointment at the meeting. At the meeting
for
which the inspector or inspectors are appointed, such inspector or inspectors
shall open and close the polls, receive and take and close the polls, receive
and take charge of the proxies and ballots, and decide all questions touching
on
the qualifications of voters, the validity of proxies and the acceptance and
rejection of votes. If any inspector previously appointed shall fail to attend
or refuse or be unable to serve, the presiding officer shall appoint a
substitute inspector.
Section
2.11.
Nominations
For Directors
.
Nominations for the election of directors may be made by the Board of Directors.
Nominations for the election of directors may be made by any stockholder
entitled to vote for the election of directors in accordance with the procedures
set forth herein. Any stockholder entitled to vote for the election of directors
at any meeting may nominate a person or persons for election as directors only
if written notice of such stockholder’s nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than 120 days in advance of the same day and month that
the Corporation’s proxy statement was released to stockholders in connection
with the previous year’s annual meeting of stockholders or if no annual meeting
was held in the previous year then by the end of the fiscal year to which the
annual meeting in which the nomination will be made relates. Each notice of
a
stockholder’s nomination shall set forth: (i) the name and address of the
stockholder who is making the nomination and the person or persons to be
nominated; (ii) a representation that the stockholder is a holder of record
of
the stock of the Corporation entitled to vote at the meeting; (iii) a
description of all arrangements and understandings between the stockholder
and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are made; (iv) such other
information regarding each nominee proposed by the stockholder as would have
been required to be included in a proxy statement filing pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board or Directors; and (v) the written
consent of each nominee to serve as a Director of the Corporation if so elected.
The chairman of any meeting of stockholders at which time is a proposal to
elect
directors and the Board of Directors may refuse to acknowledge the nomination
of
any person not made in compliance with the foregoing procedures.
Section
2.12.
Stockholder
Proposals To Be Transacted at Annual Meeting.
For
business to be properly brought before an annual meeting by a stockholder,
the
stockholder must give written notice thereof, either by personal delivery or
by
United States mail, postage prepaid, to the Secretary of the Corporation, not
later than 120 days in advance of the same day and month the Corporation’s proxy
statement was released to stockholders in connection with the previous year’s
annual meeting of stockholders or if no annual meeting was held in the previous
year then by the end of the fiscal year for which the annual meeting in which
the proposal will be made relates. Any such notice shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting and, in the event that
such
business includes a proposal to amend either the Certificate of Incorporation
or
By-laws of the Corporation, the language of the proposed amendment, (ii) the
name and address of the stockholder proposing such business, (iii) a
representation disclosing (a) the number of shares beneficially owned by such
stockholder, (b) the length of time such shares have been held by the
stockholder, (c) that the stockholder will continue to own such securities
through the annual meeting, and (d) that the stockholder intends to appear
in
person or by proxy at the meeting at which the proposal will be considered,
and
(iv) any material interest of the stockholder in such business. The chairman
of
any annual meeting of stockholders may refuse to permit any business to be
brought before an annual meeting without compliance with the foregoing
procedures.
Section
2.13.
Action
by Consent
.
Unless
otherwise restricted by the Articles of Incorporation or these bylaws, any
action re-quired or permitted to be taken at any meeting of the stockholders
may
be taken without a meeting if written consent thereto is signed by all
stockholders.
Article
III
Directors
Section
3.1.
Number
of Directors
.
Except
as otherwise provided by law, the Articles of Incorporation or these bylaws,
the
property and business of the Corporation shall be managed by or under the
direction of a board of not less than three (3) nor more than ten (10)
directors. The specific number of direc-tors from time to time shall be fixed
by
the Board of Directors. Directors need not be stockholders, residents of Florida
or citizens of the United States.
Section
3.2.
Resignation
.
Any
director of this Corporation may resign at any time by giving written notice
to
the Chairman of the Board, if any, the President or the Secretary of the
Corpora-tion. Such resignation shall take effect at the time specified therein,
at the time of receipt if no time is specified therein, or at the time of
acceptance if the effectiveness of such resignation is conditioned upon its
acceptance. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section
3.3.
Place
of Meetings and Books
.
The
Board of Directors may hold their meetings and keep the books of the
Corpor-ation outside the State of Florida, at such places as they may from
time
to time determine.
Section
3.4
.
General
Powers
.
In
addition to the powers and authority expressly conferred upon them by these
bylaws, the Board may exercise all such powers of the Corporation and do all
such acts and things as are not by statute or by the Articles of Incorporation
or by these bylaws directed or required to be exercised or done by the
stockholders.
Section
3.5.
Executive
Committee
.
There
may be an Executive Committee of one or more directors designated by resolution
passed by a majority of the whole Board. The act of a majority of the members
of
such committee shall be the act of committee. Said committee may meet at stated
times or on notice to all by any of their own number, and shall have and may
exercise those powers of the Board of Directors in the management of the
business affairs of the Corporation as are provided by law and may authorize
the
seal of the Corporation to be affixed to all papers which may require it.
Vacancies in the membership of the committee shall be filled by the Board of
Directors at a regular meeting or at a special meeting called for that
purpose.
Section
3.6.
Other
Committees
.
The
Board of Directors may also designate one or more committees in addition to
the
Executive Committee, by resolution or resolutions passed by a majority of the
whole board; such committee or committees shall consist of one or more directors
of the Corporation, and to the extent provided in the resolution or resolutions
designating them shall have and may exercise specific powers of the Board of
Directors in the management of the business and affairs of the Corporation
to
the extent permitted by statute and shall have power to authorize the seal
of
the Corporation to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be determined from time
to
time by resolution adopted by the Board of Directors.
Section
3.7.
Powers
Denied to Committees
.
Committees of the Board of Directors shall not, in any event, have any power
or
auth-ority to amend the Articles of Incorporation, adopt an agreement of merger
or consolidation, recommend to the stockholders the sale, lease or exchange
of
all or substantially all of the Corporation's property and assets, recommend
to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or to amend the bylaws of the Corporation. Further, committees
of
the Board of Di-rectors shall not have any power or authority to declare a
dividend or to authorize the issuance of stock.
Section
3.8.
Substitute
Committee Member
.
In the
absence or on the disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of
such absent or disqualified member. Any committee shall keep regular minutes
of
its proceedings and report the same to the board as may be required by the
board.
Section
3.9.
Compensation
of Directors
.
The
Board of Directors shall have the power to fix the compensation of directors
and
members of committees of the Board. The directors may be paid their expenses,
if
any, of attendance at such 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
3.10.
Annual
Meeting
.
The
Board, including any newly elected members, may meet at such place and time
as
shall be fixed
and
announced by the presiding officer at the annual meeting of stockholders, for
the purpose of organization or otherwise, and no further notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, pro-vided a quorum shall be present, or they may meet at such
place
and time as shall be stated in a notice given to such directors two (2) days
prior to such meeting, or as shall be fixed by the consent in writing of all
the
directors.
Section
3.11.
Regular
Meetings
.
Regular
meetings of the Board may be held without notice at such time and place as
shall
from time to time be determined by the Board.
Section
3.12
Special
Meetings
.
Special
meetings of the Board may be called by the Chairman of the Board, if any, or
the
President, on two (2) days notice to each director, or such shorter period
of
time before the meeting as will nonetheless be sufficient for the convenient
assembly of the directors so notified; special meetings shall be called by
the
Secretary in like manner and on like notice, on the written request of two
or
more directors.
Section
3.13.
Quorum
.
At all
meetings of the Board of Direc-tors a majority of the total number of directors
shall be necessary and sufficient to constitute a quorum for the transaction
of
busi-ness, and the act of a majority of the directors present at any meeting
at
which there is a quorum shall be the act of the Board of Directors, except
as
may be otherwise specifically permitted or provided by statute, or by the
Articles of Incorporation or by these bylaws. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need be given other than by announcement at said meeting which
shall be so adjourned.
Section
3.14.
Telephonic
Participation in Meetings
.
Members
of the Board of Directors or any committee designated by such Board may
participate in a meeting of the Board or committee 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 shall constitute presence in person at such
meeting.
Section
3.15.
Action
by Consent
.
Unless
otherwise restricted by the Articles of Incorporation or these bylaws, any
action re-quired or permitted to be taken at any meeting of the Board of
Di-rectors or of any committee thereof may be taken without a meeting if written
consent thereto is signed by all members of the Board or of such committee
as
the case may be and such written consent is filed with the minutes of
proceedings of the Board or committee.
Section
3.16.
Advisory
Committees
.
The
Board of Directors may designate one or more Advisory Committees; the members
of
any such Advisory Committee need not be directors or stockholders of the
Corporation. Any Advisory Committee created by the Board of Directors shall
neither hold nor exercise any power or authority of the Board of Directors
or
the Corporation whatsoever. Without lim-iting the foregoing, an Advisory
Committee shall have no power or authority to enter into any contract or
agreement for or on behalf of the Board of Directors or the Corporation or
in
any way to bind the Board of Directors or the Corporation; an Advisory Committee
shall function solely and exclusively for the purpose of rendering advice and
counsel to the Board of Directors as and when requested by the Board of
Directors. An Advisory Committee shall be formed for such advisory purpose
or
purposes as deemed necessary or appro-priate by the Board of Directors from
time
to time, including but not limited to, advice and counsel concerning long range
strategic planning. The members of an Advisory Committee shall be paid such
compensation as shall be determined by the Board of Directors from time to
time.
Article
IV
Officers
Section
4.1.
Section;
Statutory Officers
.
The
officers of the Corporation shall be chosen by the Board of Directors. There
shall be a Chief Executive Officer, a President, a Secretary and a Treasurer,
and there may be a Chairman of the Board of Directors, a Chief Scientific
Officer, one or more Vice Presidents, one or more Assistant Secretaries, and
one
or more Assistant Treasurers, as the Board of Directors may elect. Any number
of
offices may be held by the same person.
Section
4.2
.
Time
of Election
.
The
officers above named shall be chosen by the Board of Directors at its first
meeting after each annual meeting of stockholders. None of said officers need
be
a director.
Section
4.3.
Additional
Officers
.
The
Board may appoint such other officers and agents as it shall deem necessary
who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as determined from time to time by the Board.
Section
4.4.
Terms
of Office
.
Each
officer of the Corporation shall hold office until his successor is chosen
and
qualified, or until his earlier resignation or removal. Any officer elected
or
appointed by the Board of Directors may be removed at any time by the Board
of
Directors.
Section
4.5.
Compensation
of Officers
.
The
Board of Directors shall have power to fix the compensation of all officers
of
the Corporation. It may authorize any officer, upon whom the power of appointing
subordinate officers may have been conferred, to fix the compensation of such
subordinate officers.
Section
4.6.
Chairman
of the Board
.
Unless
the Board of Di-rectors otherwise determines, the Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation. The Chairman
of the Board of Directors shall preside at all meetings of the stockholders
and
directors, and shall have such other duties as may be assigned to him from
time
to time by the Board of Directors.
Section
4.7.
Chief
Executive Officer
.
The
Chief Executive Officer shall be the senior corporate officer of the
Corporation. Unless there is a Chairman of the Board, the Chief Executive
Officer shall preside at all meetings of the Board of Directors and
stockholders. Under the supervision of the Board of Directors and of any
Executive Committee, the Chief Executive Officer shall have the general control
and management of the Corporation's business and affairs, subject however,
to
the right of the Board of Directors and of any Executive Committee to confer
any
specific power upon any other officer or officers of the Corporation. The Chief
Executive Officer shall do and perform all acts and things incident to the
office of Chief Executive Officer and such other duties as may be assigned
from
time to time by the Board of Directors or any Executive Committee.
Section
4.8.
President
.
The
President shall be executive Officer next in authority to the Chief Executive
Officer and, under the supervision of the Chief Executive Officer, shall be
the
chief operating officer of the Corporation. The President need not be a
director.
Section
4.9.
Chief
Scientific Officer
.
The
Chief Scientific officer, under the supervision of the Chief Executive Officer,
shall be responsible for the general control and direction of the Corporation's
scientific research and development.
Section
4.10.
Vice
Presidents
.
The
Vice Presidents shall per-form such of the duties of the President on behalf
of
the Corporation as may be respectively assigned to them from time to time by
the
Board of Directors or by the Executive Committee or by the President. The Board
of Directors or the Executive Committee may designate one of the Vice Presidents
as the Executive Vice President, and in the absence or inability of the
President to act, such Executive Vice President shall have and possess all
of
the powers and discharge all of the duties of the President, subject to the
control of the Board and of the Executive Committee.
Section
4.11.
Treasurer
.
The
Treasurer shall have the care and custody of all the funds and securities of
the
Corporation which may come into the hands of the Treasurer, and the power and
authority to endorse checks, drafts and other instruments for the payment of
money for deposit or collection when necessary or proper and to deposit the
same
to the credit of the Corporation in such bank or banks or depository as the
Board of Directors or any Executive Committee, or the officers or agents to
whom
the Board of Directors or any Executive Committee may delegate such authority,
may designate, and the Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation. The Treasurer may sign all
receipts and vouchers for payments made to the Corporation. The Treasurer shall
render an account of transactions to the Board of Directors or to the Executive
Committee as often as the Board or the Committee shall require the same. The
Treasurer shall enter regularly in the books to be kept by the Treasurer for
that purpose full and adequate account of all moneys received and paid by the
Treasurer on account of the Corporation. The Treasurer shall perform all acts
incident to the position of Treasurer, subject to the control of the Board
of
Directors and any Executive Committee. The Treasurer shall, when requested
pursuant to vote of the Board of Directors or the Executive Committee, give
a
bond to the Corporation conditioned for the faithful performance of the
Treasurer's duties, the expense of which bond shall be borne by the
Corporation.
Section
4.12.
Secretary
.
The
Secretary shall keep the minutes of all meetings of the Board of Directors
and
of the stockholders; the Secretary shall attend to the giving and serving of
all
notices of the Corporation. Except as otherwise ordered by the Board of
Directors or the Executive Committee, the Secretary shall attest the seal of
the
Corporation upon all contracts and instruments executed under such seal and
shall affix the seal of the Corporation thereto and to all certificates of
shares of the capital stock. The Secretary shall have charge of the stock
certificate book, transfer book and stock ledger, and such other books and
papers as the Board of Directors or any Executive Committee may direct. The
Secretary shall, in general, perform all the duties of Secretary, subject to
the
control of the Board of Directors and any Executive Committee.
Section
4.13.
Assistant
Secretary
.
The
Board of Directors or any two of the officers of the Corporation acting jointly
may appoint or remove one or more Assistant Secretaries of the Corporation.
Any
Assistant Secretary upon appointment shall perform such duties of the Secretary,
and also any and all such other duties as any Executive Committee or the Board
of Directors or the President or the Executive Vice President or the Treasurer
or the Secretary may designate.
Section
4.14.
Assistant
Treasurer
.
The
Board of Directors or any two of the officers of the Corporation acting jointly
may appoint or remove one or more Assistant Treasurers of the Corporation.
Any
Assistant Treasurer upon appointment shall perform such duties of the Treasurer,
and also any and all such other duties as any Executive Committee or the Board
of Directors or the President or the Executive Vice President or the Treasurer
or the Secretary may designate.
Section
4.15.
Subordinate
Officers
.
The
Board of Directors may select such subordinate officers as it may deem
desirable. Each such officer shall hold office for such period, have such
authority, and perform such duties as the Board of Directors may prescribe.
The
Board of Directors may, from time to time, authorize any officer to appoint
and
remove subordinate officers and to prescribe the powers and duties
thereof.
Article
V
Stock
Section
5.1.
Stock
.
Each
stockholder shall be entitled to a certificate or certificates of stock of
the
Corporation in such form as the Board of Directors may from time to time
prescribe. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. Each
certificate shall certify the holder's name and number and class of shares
and
shall be signed by both of (A) either the President or a Vice President, and
(B)
any one of the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the corporate seal of the
Corporation, if applicable. If such certificate is countersigned by a transfer
agent other than the Corporation or its employee, or by a registrar other than
the Corporation or its employee, the signature of the officers of the officers
of the Corporation and the corporate seal may be facsimiles. In case any officer
or officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to
be
such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature shall have been used thereon had not ceased to be such
officer or officers of the Corporation.
Section
5.2.
Fractional
Share Interests
.
The
Corporation may, but shall not be required to, issue fractions of a share.
If
the Corporation does not issue fractions of a share, it shall (A) arrange for
the disposition of fractional interests by those entitled thereto, (B) pay
in
cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined, or (c) issue scrip or warrants in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
aggregating a full share. A certificate for a fractional share shall, but scrip
or warrants shall not unless otherwise provided therein, entitle the holder
to
exercise voting rights, to receive dividends thereon, and to participate in
any
of the assets of the Corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing
full
shares before a specified date, or subject to the conditions that the shares
for
which scrip or warrants are exchangeable may be sold by the Corporation and
the
proceeds thereof distributed to the holders of scrip or warrants, or subject
to
any other conditions which the Board of Directors may impose.
Section
5.3.
Transfers
of Stock
.
Subject
to any transfer restrictions then in force, the shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof
in
person or by their duly authorized attorneys or legal representatives and upon
such transfer the old certificates shall be surrendered to the Corporation
by
the delivery thereof to the person in charge of the stock and transfer books
and
ledgers or to such other person as the directors may designate by whom they
shall be canceled and new certificates shall thereupon be issued. The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and accordingly shall not be
bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof save as expressly provided by the laws of Florida.
Section
5.4.
Record
Date
.
For the
purpose of determining the stockholders entitled to notice of or to vote at
any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of
any dividend or other distribution or allotment of any rights, or entitled
to
exercise any rights in respect of any change, conversion or exchange of stock
or
for the purpose of any other lawful action, the Board of Directors may fix,
in
advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. If no such record date is fixed by the Board
of
Directors, the record date for determining stockholders entitled to notice
of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived,
at
the close of business on the day next preceding the day on which the meeting
is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for
any
other purpose shall be at the close of business on the day on which the Board
of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
Section
5.5.
Transfer
Agent and Registrar
.
The
Board of Directors may appoint one or more transfer agents or transfer clerks
and one or more registrars and may require all certificates of stock to bear
the
signature or signatures of any of them.
Section
5.6.
Dividends.
A.
Power
to Declare
.
Dividends upon the capital stock of the Corporation, subject to the provisions
of the Articles of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may
be
paid in cash, in property, or in shares of the capital stock, sub-ject to the
provisions of the Articles of Incorporation and the laws of
Florida.
B.
Reserves
.
Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from
time
to time, in their absolute discretion, think proper as a reserve or reserves
to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors
may
modify or abolish any such reserve in the manner in which it was
created.
Section
5.7.
Lost,
Stolen or Destroyed Certificates
.
No
certificate for shares of stock of the Corporation shall be issued in place
of
any certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of the loss, theft or destruction and upon
indemnification of the Corporation and its agents to such extent and in such
manner as the Board of Directors may from time to time prescribe.
Section
5.8.
Inspection
of Books
.
The
Board of Directors shall have power from time to time to determine whether
and
to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation (other than the stock
ledger) or any of them shall be open to inspection of stockholders; and no
stockholder shall have any right to inspect any account or book or document
of
the Corporation except as conferred by statute or authorized by the Board of
Directors.
Section
5.9.
Uncertificated
Shares
.
Notwithstanding any other provision of this Article V to the contrary, (i)
the
Board of Directors may by resolution determine to issue uncertificated shares
of
the Corporation’s capital stock which shall be registered as shares of stock in
book entry accounts, in such form as the appropriate officers of the Corporation
may from time to time prescribe, in addition to or in place of shares of the
Corporation represented by certificates, to the extent authorized by applicable
law and (ii) the requirements of this Article V relating to the issuance,
delivery, receipt, exchange, surrender or cancellation of share certificates
shall be satisfied with respect to uncertificated shares by registration of
such
shares in book entry accounts.
Article
VI
Miscellaneous
Management Provisions
Section
6.1.
Checks,
Drafts and Notes
.
All
checks, drafts or orders for the payment of money, and all notes and acceptances
of the Corporation, shall be signed by such officer or officers, agent or
agents, as the Board of Directors may designate.
Section
6.2.
Notices
.
A.
Manner
.
Notices
to directors may, and notices to stockholders shall, be in writing and delivered
personally or mailed to the directors or stockholders 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 mailed. Notice to directors may also
be
given by telegram or orally, by telephone or in person.
B.
Waiver
.
Whenever
any notice is required to be given under the provisions of the statutes, the
Articles of Incorporation or these bylaws, a written waiver of notice signed
by
the person or persons entitled to said 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.
Section
6.3.
Conflict
of Interest
.
No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer
is
present at or participates in the meeting of the board of or committee thereof
which authorized the contract or transaction, or solely because his or their
votes are counted for such purpose, if (A) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or
are known to the Board of Directors or the committee and the Board or committee
in good faith authorizes the contract or transaction by the affirmative vote
of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (B) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or
are known to the stockholders of the Corporation entitled to vote thereon,
and
the contract or transaction as specifically approved in good faith by vote
of
such stockholders; or (C) the contract or transaction is fair as to the
Corporation as to the time it is authorized, approved or ratified by the Board
of Directors, a committee or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the
Board
of Directors or a committee which authorizes the contract or
transaction.
Section
6.4.
Voting
of Securities Owned by the Corporation
.
Subject
always to the specific directions of the Board of Directors (A) any shares
or
other securities issued by any other Corporation and owned or controlled by
this
Corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this Corporation if he is present at
such
meeting or, in his absence, by the Treasurer of this Corporation if he is
present at such meeting, and (B) whenever, in the judgment of the President,
it
is desirable for this Corporation to execute a proxy or written consent in
respect to any shares or other securities issued by any other corporation and
owned by this Corporation, such proxy or consent shall be executed in the name
of this Corporation by the President without the necessity of any authorization
by the Board of Directors, affixation of corporate seal or countersignature
or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above states as the proxy or
proxies of this Corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation and owned by
this Corporation the same as if such shares or other securities might be voted
by this Corporation.
Article
VII
Indemnification
Section
7.1.
Right
to Indemnification
.
Each
person who was or is made a party or is threatened to be made a party to or
is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of being or having
been a director or officer of the Corporation or serving or having served at
the
request of the Corporation as a director, trustee, officer, employee or agent
of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan (an
"Indemnitee"), whether the basis of such proceeding is alleged action or failure
to act in an official capacity as a director, trustee, officer, employee or
agent or in any other capa-city while serving as a director, trustee, officer,
employee or agent, shall be indemnified and held harmless by the Corporation
to
the fullest extent authorized by the Florida Business Corporation Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto) (as used in this
Article VII, the "Florida Law"), against all expense, liability and loss
(including attorney fees, judgments, fines, ERISA excise taxes or penalties
and
amounts paid in settlement) reasonably incurred or suffered by such Indemnitee
in connection therewith and such indemnification shall continue as to an
Indemnitee who has ceased to be a director, trustee, officer, employee or agent
and shall inure to the benefit of the Indemnitee's heirs, executors and
administrators; provided however, that except as provided in Section 7.2 hereof
with respect to Proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such Indemnitee in connection with a Proceeding
(or part thereof) initiated by such Indemnitee only if such Proceeding (or
part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Article VII shall be a contract right
and
shall include the right to be paid by the Corporation the expenses incurred
in
defending any such Proceeding in advance of its final disposition (an
"Advancement of Expenses"); provided however, that if the Florida Law so
requires, an Advancement of Expenses incurred by an Indemnitee shall be made
only upon delivery to the Corporation of an undertaking (an "Undertaking")
by or
on behalf of Indemnitee, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right
to
appeal (a "Final Adjudication") that such Indemnitee is not entitled to be
indemnified for such expenses under this Article VII or otherwise.
Section
7.2.
Right
of Indemnitee to Bring Suit
.
If a
claim under Section 7.1 hereof is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for Advancement of Expenses, in which case the
applicable period shall be twenty (20) days, the Indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount
of
the claim. If successful in whole or in part in any suit, or in a suit brought
by the Corporation to recover an Advancement of Expenses pursuant to the terms
of an Undertaking, the Indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. In (A) any suit brought by the Indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought
by
the Indemnitee to endorse a right to an Advancement of Expenses) it shall be
a
defense that, and (B) in any suit by the Corporation to recover an Advancement
of Expenses pursuant to the terms of an Undertaking the Corporation shall be
entitled to recover such expenses upon a Final Adjudication that, the Indemnitee
has not met the applicable standard of conduct set forth in the Florida Law.
Neither the failure of the Corporation (including its Board of Directors,
independent counsel or its stockholders) to have made a determination prior
to
the commencement of such suit that indemnification of the Indemnitee is proper
in the circumstances because the Indemnitee has met the applicable standard
of
contract set forth in the Florida Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or
its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee
to
enforce a right to indemnification or to an Advancement of Expenses hereunder,
or by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such Advancement of Expenses, under this
Article VII or otherwise, shall be on the Corporation.
Section
7.3.
Non-Exclusivity
of Rights
.
The
rights to indem-nification and to the Advancement of Expenses conferred in
this
Article VII shall not be exclusive of any other right which any person may
have
or hereafter acquire under any statute, the Articles of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise.
Section
7.4.
Insurance
.
The
Corporation may maintain insurance, at its expense, to protect itself and any
officer, director, employee or agent of the Corporation or any other
corporation, partnership, joint venture, trust or other enterprise against
any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under this
Article VII or under the Florida Law.
Section
7.5.
Indemnification
of Employees and Agents of the Corporation
.
The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the Advancement of Expenses
to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article VII with respect to the indemnification and Advancement of
Expenses of directors and officers of the Corporation.
Article
VIII
Amendments
Section
8.1.
Amendments
.
The
bylaws of the Corporation may be altered, amended or repealed at any meeting
of
the Board of Directors upon notice thereof in accordance with these bylaws,
or
at any meeting of the stockholders by the vote of the holders of the majority
of
the stock issued and outstanding and entitled to vote at such meeting, in
accordance with the provisions of the Articles of Incorporation of the
Corporation and of the laws of Florida.
DATED:
August 31, 1993
Amendment
August 10, 2007
Cynthia
Poehlman, Secretary