UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | September 20, 2007 |
Ladenburg Thalmann Financial Services Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Florida | 001-15799 | 650701248 |
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4400 Biscayne Blvd., 12th Floor, Miami, Florida | 33137 | |
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
Registrants telephone number, including area code: | (212) 409-2000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 20, 2007, the Board of Directors of Ladenburg Thalmann Financial Services Inc. (the "Company") approved Amended and Restated Bylaws of the Company that amended Article VI of the Company’s then existing Bylaws to allow the Company to have uncertificated shares. This amendment was made due to the American Stock Exchange requirement for existing listed companies to become eligible to participate in a direct registration system (DRS) by January 1, 2008. DRS allows a shareholder to be registered directly on the books of the transfer agent without the need of a physical certificate to evidence the security ownership and allows shareholders to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates. In addition, the amendment revised Article II, Section 5 and Article III, Section 6 of the Bylaws primarily to provide for electronic transmission of notices as permitted by the Florida Business Corporation Act.
The above summary is qualified in its entirety by reference to the full text of the Company's Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.2 Amended and Restated Bylaws
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ladenburg Thalmann Financial Services Inc. | ||||
September 20, 2007 | By: |
/s/ Diane Chillemi
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Name: Diane Chillemi | ||||
Title: Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No.
Description
Amended and Restated Bylaws
EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
LADENBURG THALMANN FINANCIAL SERVICES INC.
(AS AMENDED THROUGH SEPTEMBER 20, 2007)
ARTICLE I
Offices
SECTION 1. The location of the registered office of the corporation shall be as stated in the
Articles of Incorporation, which location may be changed from time to time by the board of
directors.
SECTION 2. The corporation may also have offices or branches at such other places, both
within and without the State of Florida, as the board of directors may from time to time determine
or as the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 1. All meetings of the shareholders shall be held at the registered office of the
corporation, or at such other place either within or without the State of Florida as shall be
designated from time to time by the board of directors and stated in the notice of the meeting.
SECTION 2. The annual meetings of shareholders shall be during the third month of each fiscal
year of the corporation, at such date as determined by the board of directors, or at such other
date as the board of directors deems appropriate, and at such time and place as designated in the
notice of the meeting. At the annual meeting, the shareholders shall elect a board of directors
and transact such other business as may properly be brought before the meeting. If the annual
meeting is not held on the date designated therefor, the board of directors shall cause the meeting
to be held as soon thereafter as convenient.
SECTION 3. Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be called by the chairman
of the board or president, and shall be called by the chairman of the board or president at the
request in writing of a majority of the board of directors or at the request in writing of the
holders of not less than 10% of all the shares entitled to vote at a meeting. Such request shall
state the purpose or purposes of the proposed meeting.
SECTION 4. The officer or agent who has charge of the stock transfer book for shares of the
corporation shall make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting, or any adjournment thereof. Such list shall be arranged alphabetically and
by voting group and shall show the address of each shareholder and the number of shares registered
in the name of each shareholder. 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.
SECTION 5. Except as may be provided by statute, written notice of an annual or special
meeting of shareholders stating the place, date and hour of the meeting and the purpose or purposes
for which any special meeting is called, shall be delivered, not less than 10 nor more than 60 days
before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer books of the
corporation with postage thereon prepaid. If electronically transmitted, such notice shall be
deemed to be delivered when transmitted to a shareholder in a manner authorized by such
shareholder.
SECTION 6. The holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise expressly required by statute
or by the Articles of Incorporation. All shareholders present in person or represented by proxy at
such meeting may continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. If, however, such quorum shall not be initially
present at any meeting of shareholders, a majority of the shareholders entitled to vote thereat
shall nevertheless have power to adjourn the meeting from time to time and to another place,
without notice other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally called.
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.
Once a share is represented for any purpose at a meeting, it is deemed presented for quorum
purposes for the remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.
SECTION 7. When an action other than the election of directors is to be taken by vote of the
shareholders, it shall be authorized if the votes cast favoring the action exceed the votes cast
against the action, except as otherwise expressly required by the statutes or of the Articles of
Incorporation, in which case such express provision shall govern and control the decision of such
question. Shares represented at the meeting shall be determined as of the time the existence of
the quorum is determined. Except as otherwise expressly required by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at an election.
SECTION 8. Except as otherwise provided by law, each shareholder shall at every meeting of
the shareholders be entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder except as otherwise expressly required in the Articles
of Incorporation. A vote may be cast either orally or in writing. Each proxy shall be in writing
and signed by the shareholder or his authorized agent or representative. A proxy is not valid
after the expiration of 11 months after its date unless the person executing it specifies therein
the length of time for which it is to continue in force. Unless prohibited by law, a proxy
otherwise validly granted by telegram shall be deemed to have been signed by the granting
shareholder. All questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the presiding officer of the meeting.
SECTION 9. Attendance of a person at a meeting of shareholders in person or by proxy
constitutes a waiver of notice of the meeting except where the shareholder, at the beginning of the
meeting, objects to holding the meeting or transacting business at the meeting.
SECTION 10. Unless otherwise provided by the Articles of Incorporation, any action required
to be taken at any annual or special meeting of the shareholders, or any other action which may be
taken at any annual or special meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall
be signed by holders of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize such action at a meeting at which all shares entitled to vote
thereon were present and voted. Within 10 days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in writing. The notice
shall fairly summarize the material features of the authorized action and, if the action is of a
type for which dissenters rights are provided for by statute, 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 further provisions of such statute regarding the rights of dissenting
shareholders.
ARTICLE III
Board of Directors
SECTION 1. The business and affairs of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.
SECTION 2. The number of directors which shall constitute the whole board shall be not less
than one nor more than fifteen. The number of directors shall be determined from time to time by
resolution of the board of directors. In the absence of an express determination by the board, the
number of directors, until changed by the board, shall be that number of directors elected at the
most recently held annual meeting of shareholders or, if no such meeting has been held, the number
elected by the incorporator in the initially filed Articles of Incorporation. The directors shall
be elected at the annual meeting of the shareholders, except as provided in Section 3 of this
article, and each director elected shall hold office until his successor is duly elected and
qualified or until his death, resignation or removal. Directors need not be shareholders or
officers of the corporation.
SECTION 3. Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by the affirmative vote of a majority of the directors
then in office, though less than a quorum, or by a sole remaining director, or by the shareholders,
and the directors so chosen shall hold office until the next annual election of directors by the
shareholders and until their successors are duly elected and qualified or until their death,
resignation or removal. Any director may be removed, with or without cause, by the shareholders at
a meeting of the shareholders called expressly for that purpose.
SECTION 4. The board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Florida. Unless otherwise restricted by the
Articles of Incorporation, members of the board of directors, or any committee designated by the
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 5. Regular meetings of the board of directors may be held at such time and at such
place as shall from time to time be determined by the board of directors or by the chairman of the
board or president. Any notice given of a regular meeting need not specify the business to be
transacted or the purpose of the meeting.
SECTION 6. Special meetings of the board may be called by the chairman of the board or
president on four days notice to each director by mail or 24 hours notice either personally or by
telephone, electronic transmission, facsimile transmission or other similar means; special meetings
shall be called by the chairman of the board or president in like manner and on like notice on the
written request of two directors. The notice need not specify the business to be transacted or the
purpose of the special meetings. The notice shall specify the place of the special meeting.
SECTION 7. At all meetings of the board, a majority of the number of directors then serving
shall constitute a quorum for the transaction of business. At all meetings of a committee of the
board a majority of the directors then members of the committee in office shall constitute a quorum
for the transaction of business. The act of a majority of the members present at any meeting at
which there is a quorum shall be the act of the board of directors or the committee, unless the
vote of a larger number is specifically required by statute, by the Articles of Incorporation, or
by these Bylaws. If a quorum shall not be present at any meeting of the board of directors or a
committee, the members present thereat may adjourn the meeting from time to time and to another
place without notice other than announcement at the meeting, until a quorum shall be present.
SECTION 8. Unless otherwise provided by the Articles of Incorporation, any action required or
permitted to be taken at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if, before or after the action, all members of the board or committee
consent thereto in writing. The written consents shall be filed with the minutes of proceedings of
the board or committee. Such consents shall have the same effect as a vote of the board or
committee for all purposes.
SECTION 9. A majority of the full board of directors may, by resolution, designate one or
more committees, each committee to consist of one or more of the directors of the corporation. 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. Any such committee, to the
extent provided in the resolution of the board, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation; provided, however,
such a committee shall not have the power or authority to:
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. A committee, and each member thereof, shall
serve at the pleasure of the board.
SECTION 10. Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.
SECTION 11. By resolution of the board of directors and irrespective of any personal interest
of any director, the board may establish reasonable compensation of directors for services to the
corporation as directors, officers or members of a committee. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving compensation therefor.
SECTION 12. A director may resign by written notice to the corporation. The resignation is
effective upon its delivery to the corporation or a subsequent time as set forth in the notice of
resignation.
SECTION 13. Attendance of a director at a meeting constitutes a waiver of notice of the
meeting except where a director states, at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting is not lawfully
called or convened.
ARTICLE IV
Notices
SECTION 1. Whenever, under the provisions of the statutes or of the Articles of Incorporation
or of these Bylaws, written notice is required to be given to any director, committee member or
shareholder, such notice may be (but is not required to be) given in writing by mail (registered,
certified or other first class mail) addressed to such director, shareholder or committee member at
his address as it appears on the records of the corporation, with postage thereon prepaid. Such
notice shall be deemed to be given at the time when the same shall be deposited in a post office or
official depository under the exclusive care and custody of the United States postal service.
SECTION 2. Whenever any notice is required to be given under the provision of the statutes or
of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders, directors or a committee, need be specified in any
written waiver of notice.
ARTICLE V
Officers
SECTION 1. The officers of the corporation shall be chosen by the board of directors at its
first meeting after each annual meeting of shareholders. There shall be a president, a secretary
and a treasurer. The board of directors may also create and fill the offices of chairman of the
board and vice-chairman of the board, and may choose one or more vice-presidents, one or more
assistant secretaries, and one or more assistant treasurers. Any number of offices may be held by
the same person, but the board by resolution may require that at least two persons shall be
officers for purposes of compliance with Article VI, Section 1, hereof.
SECTION 2. The board of directors may from time to time 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 shall be determined from time to time by the board.
SECTION 3. The salaries of all officers of the corporation shall be fixed by the board of
directors.
SECTION 4. The officers of the corporation shall hold office at the pleasure of the board of
directors. Any officer elected or appointed by the board of directors may be removed at any time
by the board of directors with or without cause whenever, in its judgment, the best interests of
the corporation will be served thereby. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the board of directors. An officer may
resign by written notice to the corporation. The resignation is effective upon its delivery to the
corporation or at a subsequent time specified in the notice of resignation.
SECTION 5. Unless otherwise provided by resolution of the board of directors, the president
shall be the chief executive officer of the corporation, shall, in the absence or non-election of a
chairman or vice chairman of the board of directors, preside at all meetings of the shareholders
and the board of directors (if he shall be a member of the board), shall have general and active
management of the business and affairs of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall execute on behalf of the
corporation, and may affix or cause the corporate seal (if adopted by the board of directors) to be
affixed to, all instruments requiring such execution except to the extent the signing and execution
thereof shall be expressly delegated by the board of directors to some other officer or agent of
the corporation, and he shall have the authority to vote any shares of stock owned by the
corporation.
SECTION 6. The vice-presidents shall act under the direction of the president and in the
absence or disability of the president shall perform the duties and exercise the powers of the
president. They shall perform such other duties and have such other powers as the president or the
board of directors may from time to time prescribe. The board of directors may designate one or
more executive vice-presidents or may otherwise specify the order of seniority of the
vice-presidents. The duties and powers of the president shall descend to the vice-presidents in
such specified order of seniority.
SECTION 7. The secretary shall act under the direction of the president. Subject to the
direction of the president he shall attend all meetings of the board of directors and all meetings
of the shareholders and record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall perform such other duties as
may be prescribed by the president or the board of directors. He shall keep in safe custody the
seal of the corporation, if a corporate seal is adopted by the board of directors. When authorized
by the president or the board of directors, he shall cause the seal of the corporation to be
affixed to any instrument requiring it. He shall be responsible for maintaining the stock transfer
book and minute book of the corporation and shall be responsible for their updating.
SECTION 8. The assistant secretaries shall act under the direction of the president. In the
order of their seniority in office, unless otherwise determined by the president or the board of
directors, they shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary. They shall perform such other duties and have such other
powers as the president or the board of directors may from time to time prescribe.
SECTION 9. The treasurer shall act under the direction of the president. Subject to the
direction of the president he shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging to the corporation
and shall deposit all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors. He shall disburse
the funds of the corporation as may be ordered by the president or the board of directors, taking
proper vouchers for such disbursements, and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of the corporation. He may affix or
cause to be affixed the seal of the corporation to documents so requiring the seal, if a corporate
seal is adopted by the board of directors.
SECTION 10. The assistant treasurers in the order of their seniority of office, unless
otherwise determined by the president or the board of directors shall, in the absence or disability
of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform
such other duties and have such other powers as the president or the board of directors may from
time to time prescribe.
SECTION 11. To the extent the powers and duties of the several officers are not provided from
time to time by resolution or other directive of the board of directors or by the president (with
respect to other officers), the officers shall have all powers and shall discharge the duties
customarily and usually held and performed by like officers of the corporations similar in
organization and business purposes to this corporation.
ARTICLE VI
Certificate of Stock, Uncertificated Shares and Shareholders of Record
SECTION 1. The shares of stock of the corporation shall be represented by certificates signed
by, or in the name of the corporation by, the president or a vice-president and by the secretary or
an assistant secretary of the corporation, or shall be in uncertificated form. Each holder of
stock in the corporation shall be entitled to have such a certificate certifying the number of
shares owned by him in the corporation. The issuance of shares in uncertificated form shall not
affect shares already represented by a certificate until the certificate is surrendered to the
corporation.
If shares are issued or transferred in uncertificated form, within a
reasonable time after issue or transfer, the corporation or its transfer agent shall send the
shareholder a written statement setting out the information that would be on a share certificate,
including: (i) the corporations name and that the corporation is a Florida corporation; (ii) the
name of the person to whom the shares are issued; (iii) the number and class of shares and the
designation of the series, if any, the shares represent; and (iv) the designations, relative
rights, preferences, and limitations applicable to each class of shares the corporation is
authorized to issue and the variations in rights, preferences, and limitations determined for each
series (and the authority of the board of directors to determine variations for future series), or
a statement to the effect that the corporation will furnish the shareholder with this information
on request in writing and without charge. If the shares are subject to any restriction on
transfer, the restrictions on transfer shall also be set forth in the written statement.
SECTION 2. Any of or all the signatures on the certificate may be a facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar other than the
corporation itself or its employee. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect as if he were such
officer at the date of issue. The seal of the corporation or a facsimile thereof may, but need
not, be affixed to the certificates of stock.
SECTION 3. The board of directors may direct a new certificate for shares or uncertificated
shares to be issued in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate
or uncertificated shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed certificate, or his
legal representative, to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 4. Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new certificate or
uncertificated shares to the person entitled thereto, cancel the old certificate and record the
transaction upon its stock transfer book for shares of the corporation. In the case of
uncertificated shares of stock, it shall be the duty of the corporation to issue a new certificate
or uncertificated shares to the person entitled thereto and record the transaction upon its stock
transfer book for shares of the corporation upon receipt of proper and duly executed transfer
instructions from the registered owner of such uncertificated shares, or by his attorney authorized
by a power of attorney duly executed and filed with the secretary or with a designated transfer
agent or transfer clerk.
SECTION 5. In order that the corporation may determine the shareholders entitled to notice
of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or for the purpose of any
other action, the board of directors may fix, in advance, a date as a record date, which shall not
be more than 70 nor less than 10 days before the date of such meeting, nor more than 70 days prior
to any other action. The stock transfer books of the corporation shall not be closed.
If no record date is fixed:
A determination of shareholders of record entitled to notice or to vote at a meeting of
shareholders 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 6. The corporation shall be entitled to recognize the exclusive right of a person
registered upon its stock transfer book for shares of the corporation as the owner of shares for
all purposes, including voting and dividends, and shall not be bound to recognize any equitable or
other claim to interest in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by the laws of Florida.
ARTICLE VII
Indemnification
SECTION 1. The corporation, to the fullest extent authorized or permitted by the provisions
at 607.0850 Fl.Stat. (other than 607.0850(7)), Florida Business Corporation Act, as amended (or any
amendment or successor provision thereof or any other statutory provision authorizing or permitting
such indemnification or advancement of expenses which is adopted after the date this Article VII is
adopted), shall indemnify against liability, and advance expenses to, any person, and his heirs,
executors, administrators and legal representatives, who is or was a party to any proceeding by
reason of the fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise at the request of the corporation. Officers
and directors who are so entitled to be indemnified shall be paid their expenses in advance of a
final disposition of the proceeding to the maximum extent authorized or permitted by the provisions
of 607.0850(6) Fl.Stat. or any amended or successor section.
SECTION 2. Article VII, Section 1 of these Bylaws shall not be construed to mean that
indemnification and advancement of expenses by the corporation pursuant to 607.0850(7) Fl.Stat. is
not permitted. The corporation may indemnify and advance expenses to any person pursuant to
Section 607.0850(7) Fl.Stat., or any amended or successor section, to the extent and in the manner
desired by the corporation and permitted by law.
SECTION 3. Terms used in this Article VII shall have the meanings ascribed to them in
607.0850(11) Fl.Stat. or any amended or successor section.
ARTICLE VIII
General Provisions
SECTION 1. All checks, drafts or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board of directors may
from time to time designate. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks, trust companies or
other depositories as the board of directors may from time to time designate.
SECTION 2. The fiscal year of the corporation shall be fixed from time to time by resolution
of the board of directors, but shall end on December 31st of each year if not otherwise fixed by
the board.
SECTION 3. The board of directors may adopt a corporate seal for the corporation. The
corporate seal shall have inscribed thereon the name of the corporation and the words Corporate
Seal, Florida. The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. Except as otherwise provided by law, the failure to affix the
seal of the corporation to a document shall not affect the validity thereof.
SECTION 4. The corporation shall keep within or without the State of Florida books and
records of account and minutes of the proceedings of its shareholders, board of directors and
executive committee, if any. The corporation shall keep at its registered office or at the office
of its transfer agent within or without the State of Florida a stock transfer book for shares of
the corporation containing the names and addresses of all shareholders, the number, class and
series of shares held by each and the dates when they respectively became holders of record
thereof. Any of such stock transfer book, books, records or minutes may be in written form or in
any other form capable of being converted into written form within a reasonable time.
SECTION 5. These Bylaws shall govern the internal affairs of the corporation, but only to the
extent they are consistent with law and the Articles of Incorporation. Nothing contained in the
Bylaws shall, however, prevent the imposition by contract of greater voting, notice or other
requirements than those set forth in these Bylaws.
ARTICLE IX
Amendments
SECTION 1. The Bylaws may be amended or repealed, or new Bylaws may be adopted, by action of
either the shareholders or the board of directors. The shareholders may from time to time specify
particular provisions of the Bylaws which may not be altered or repealed by the board of directors.
A FLORIDA CORPORATION
(a)
approve or recommend to shareholders actions or proposals required by statute
to be approved by the shareholders,
(b)
fill vacancies on the board of directors or any committee thereof,
(c)
adopt, amend or repeal the Bylaws of the corporation,
(d)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the board of directors, or
(e)
authorize or approve the issuance or sale or contract for the sale of shares,
or determine the designation and relative rights, preferences and limitations of a
voting group, except that the board of directors may authorize a committee (or a senior
executive officer of the corporation) to do so within limits specifically prescribed by
the board of directors.
(a)
The record date for determining the shareholders of record entitled to notice
of, or to vote at, a meeting of shareholders shall be at the close of business on the
day on which notice is given, or, if no notice is given, at the close of business on
the day next preceding the day on which the meeting is held; and
(b)
the record date for determining shareholders 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.