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Bylaws Shareholder Meeting
Article I. Meeting
Section 1. Annual Meeting. The annual meeting of the Shareholders
of this Corporation shall be held on _____(2)_____ of each
year or at such other time and place designated by the Board
of Directors of the Corporation. Business transacted at the
annual meeting shall include the election of Directors of
the Corporation. If the designated day shall fall on a Sunday
or legal holiday, then the meeting shall be held on the first
business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders
shall be held when directed by the President or the Board
of Directors, or when requested in writing by the holders
of not less than a majority of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall
be called for a date not less than ten (10) nor more than
sixty (60) days after request is made, unless the Shareholders
requesting the meeting designate a later date. The call for
the meeting shall be issued by the Secretary, the President,
a majority of Shareholders, the Board of Directors, or such
other person as designated by any of the same.
Section 3. Place. Meetings of Shareholders shall be held
at the principal place of business of the Corporation, the
law office representing the Corporation or at such other place
as may be designated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) nor more than sixty (60)
days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary
or the officer or persons calling 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, prepaid and addressed to the Shareholder
at his address as it appears on the stock transfer books of
Section 5. Notice of Adjourned Meeting. When a meeting is
adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been
transacted on the original date of the meeting. However, if
after the adjournment the Board of Directors fixes a new record
date for the adjournment meeting, a notice of the adjourned
meeting shall be given as provided in this Article to each
Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the
shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of Shareholders. If
a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote
on the subject matter shall be the act of the Shareholders,
unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall
be entitled to one vote on each matter submitted to a vote
at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person
or by proxy executed in writing by the Shareholder or his
duly authorized attorney-in-fact. No proxy shall be valid
eleven (11) months from the date thereof unless otherwise
provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any
action required by law, these Bylaws, or the Articles of Incorporation
of the Corporation to be taken at any annual or special meeting
of Shareholders, or any action which may be taken at any annual
or special meeting of 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 the holders of outstanding stock 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, as is provided by
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors shall exercise
its power and authority to manage the business and affairs
of the Corporation.
Section 2. Qualification. Directors need not be residents
of this state and Shareholders of this Corporation.
Section 3. Compensation. The Board of Directors shall have
authority to fix the compensation of Directors.
Section 4. Presumption of Assent. A Director of the Corporation
who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed
to have assented to the action taken unless he votes against
such action or abstains from voting in respect thereto because
of an asserted conflict of interest.
Section 5. Number. This Corporation shall have __(3)__ Director(s).
Section 6. Election and Term. Each person named in the Articles
of Incorporation as a member of the initial Board of Directors
shall hold office until the First Annual Meeting of Shareholders,
and until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or death.
At the First Annual Meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors
to hold office until the next succeeding annual meeting. Each
Director shall hold office for a term for which he is elected
and until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board
of Directors, including any vacancy created by reason of an
increase in the number of Directors, may be filled by the
affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall hold office only until the
next election of Directors by the Shareholders.
Section 8. Removal of Directors. At a meeting of Shareholders
called expressly for that purpose, any Director or the entire
Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then
entitled to vote at an election of Directors.
Section 9. Quorum and Voting. A majority of the number of
Directors fixed by these Bylaws shall constitute a quorum
for the transaction of business. The act of voting by the
Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of
Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members and
executive committee and one or more other committees each
of which, to the extent provided in such resolution shall
have and may exercise all the authority of the Board of Directors,
except as is provided by law.
Section 11. Place of Meeting. Regular and special meetings
of the Board of Directors shall be held at the principal office
of the Corporation.
Section 12. Time, Notice and Call of Meetings. Regular meetings
of the Board of Directors shall be held without notice on
_______(5)_______ of each year. Written notice of the time
and place of special meetings of the Board of Directors shall
be given to each Director by either personal delivery, telegram
or cablegram at least three (3) days before the meeting or
by notice mailed to the Director at least three (3) days before
Notice of a meeting of the Board of Directors need not be
given to any Director who signs a Waiver of Notice either
before or after a meeting. Attendance of a Director at a meeting
shall constitute a Waiver of Notice of such meeting and waiver
of any and all objections to the place of the meeting, the
time of the meeting, or the manner in which it has been called
or convened, except when a Director states, at the beginning
of the meeting, any objections to the transaction of 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 Board of Directors
need be specified in the Notice or Waiver of Notice of such
A majority of the Directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors
to another time and place. Notice of any such adjourned meeting
shall be given to the Directors who were not present at the
time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment,
to the other Directors.
Meetings of the Board of Directors may be called by the Chairman
of the Board, by the President of the Corporation, or by any
Members of the Board of Directors may participate in a meeting
of such Board by means of a conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in
person at a meeting.
Section 13. Action Without a Meeting. Any action required
to be taken at a meeting of the Board of Directors, or any
action which may be taken at a meeting of the Board of Directors
or a committee thereof, may be taken without a meeting if
a consent in writing, setting forth the action so to be taken,
signed by all the Directors, or all the members of the committee,
as the case may be, is filed in the Minutes of the proceedings
of the Board or of the committee. Such consent shall have
the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall
consist of a President, Vice President, Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. Such
other Officers and assistant Officers and Agents as may be
deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may
be held by the same person.
Section 2. Duties. The Officers of this Corporation shall
have the following duties: (1) The President shall be the
chief executive officer of the Corporation, shall have the
general and active management of the business and affairs
of the Corporation subject to the directions of the Board
of Directors, and shall preside at all meetings of the Shareholders
and Board of Directors.
(2) The Vice President(s), in the order designated by the
Board of Directors, or lacking such a designation by the President,
shall, in the absence of the President, perform the duties
and exercise the powers of the President and shall perform
such other duties as may be prescribed by the Board of Directors
or the President.
(3) The Secretary shall have custody of and maintain all
of the corporate records except the financial records and
shall, as requested, record the minutes of all meetings of
the Shareholders and Board of Directors, send all notices
of all meetings and perform such other duties as may be prescribed
by the Board of Directors or the President.
(4) The Treasurer shall have the custody of all corporate
funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts
thereof at the annual meetings of Shareholders, and whenever
else required by the Board of Directors or the President,
and shall perform such other duties as may be prescribed by
the Board of Directors or the President.
Section 3. Removal of Officers. An officer or agent elected
or appointed by the Board of Directors may be removed by the
Board whenever, in its judgment, the best interests of the
Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation
shall be entitled to have a Certificate representing all shares
to which he is entitled. No Certificate shall be issued for
any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this
Corporation shall be signed by the President and the Secretary
or an Assistant Secretary and may be sealed with the Seal
of this Corporation or a facsimile thereof.
Section 3. Transfer of Stock. The Corporation shall register
a Stock Certificate presented to it for transfer if the Certificate
is properly endorsed by the holder of record or by his duly
Section 4. Lost, Stolen or Destroyed Certificates. If the
shareholder shall claim to have lost or destroyed a Certificate
of shares issued, upon the making of an affidavit of the fact
by the person claiming the Certificate of stock to be lost,
stolen or destroyed, and, at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity in
such amount and with such sureties, if any, as the Board may
reasonably require, the Board of Directors may direct a new
Certificate or Certificates to be issued in place of any Certificate
or Certificates theretofore issued by the Corporation.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep
correct and complete books and records of account and shall
keep minutes of the proceedings of its Shareholders, Board
of Directors and committees of Directors.
This Corporation shall keep at its registered office or principal
place of business, a record of its Shareholders, giving the
names and addresses of all Shareholders and the number of
shares held by each.
Any books, records and minutes may be in written form or
in any other form capable of being converted into written
form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who
shall have been a holder of record of shares, or of voting
trust certificates therefor, at least six (6) months immediately
preceding his demand, or the holder of record of voting trust
certificates for at least five percent (5%) of the outstanding
shares of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person
or by agent or attorney, at any reasonable time or times,
for any proper purpose, its relevant books and records of
accounts, minutes and records of shareholders and to make
Section 3. Financial Information. Not later than four (4)
months after the close of each fiscal year, this Corporation
shall prepare a balance sheet showing in reasonable detail
the financial condition of the Corporation as of the close
of its fiscal year, and a Profit and Loss Statement showing
the results of the operations of the Corporation during its
Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the
Corporation shall mail to each Shareholder, or holder of voting
trust certificates, a copy of the most recent Balance Sheet
and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept
in the registered office of the Corporation in this state
for at least five (5) years, and shall be subject to inspection
during business hours by any Shareholder or holder of voting
trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this Corporation may, from time
to time, declare, and the Corporation may pay, dividends on
its shares in cash, property or its own shares, except when
the Corporation is insolvent or when the payment thereof would
render the Corporation insolvent, subject to the provisions
of Florida Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be in circular form.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new
Bylaws may be adopted, by a majority of the members of the
Board of Directors making such resolution; and, thereafter,
submitting the said altered, amended, repealed and new Bylaws
to a specially called Shareholders meeting, at which meeting
a majority of the Shareholders entitled to vote, represented
in person or by proxy, shall have approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders
of the Corporation at its principal Shareholders meeting held
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