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): October 24,
2007
____________
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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||
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
|
32117
(Zip
Code)
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|||
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Registrant’s
telephone number, including area code: (386)
274-2202
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||||
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Not
Applicable
(Former
name or former address, if changed since last report.)
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||||
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
October 24, 2007, the Board of Directors of Consolidated-Tomoka Land Co.
(the
"Company") amended Section 5.1 to the Company's bylaws, effective immediately,
to allow for the issuance of uncertificated shares. By allowing the
issuance of uncertificated shares, the Company may participate in the Direct
Registration System. The Direct Registration System allows investors to have
securities registered in their names without the issuance of physical
certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates.
The
Amended and Restated Bylaws of the Company are filed as an exhibit to this
Current Report on Form 8-K and incorporated herein by reference.
ITEM
9.01 Financial
Statements and Exhibits
(d)
Exhibits
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.
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Date: October
24, 2007
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|
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Consolidated-Tomoka
Land Co.
By: /s/
William H. McMunn
William
H. McMunn, President
and Chief Executive
Officer
|
BYLAWS
OF
CONSOLIDATED-TOMOKA
LAND CO.
ARTICLE
I
SHAREHOLDERS
Section
1.1. Annual
Meetings. An annual meeting of shareholders shall be held for the
election of directors at such date, time and place, either within or without
the
State of Florida, as may be designated by resolution of the board of directors
from time to time. Any other proper business may be transacted at the
annual meeting.
Section
1.2. Special
Meetings. Special meetings of shareholders for any purpose or
purposes may be called at any time by the board of directors, or by a committee
of the board of directors which has been duly designated by the board of
directors, and whose powers and authority, as expressly provided in a resolution
of the board of directors, include the power to call such meetings.
A
special meeting of shareholders shall
be called if holders of not less than 50% of all votes entitled to be cast
on
any issue proposed to be considered at the proposed special meeting sign, date
and deliver to the corporation's secretary one or more written demands for
the
meeting describing the purpose or purposes for which it is to be
held.
Section
1.3. Notice
of Meetings. Whenever shareholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case
of a
special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any
meeting shall be given not less than ten nor more than sixty days before the
date of the meeting to each shareholder 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.
Section
1.4. Adjournments. Any
meeting of shareholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of
any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting
the corporation may transact any business which might have been transacted
at
the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of
record entitled to vote at the meeting.
Section
1.5. Quorum. At
each meeting of shareholders, except where otherwise provided by law, the
articles of incorporation or these bylaws, the holders of a majority of the
outstanding shares of stock entitled to vote at the meeting, present in person
or by proxy, shall constitute a quorum. In the absence of a quorum,
the shareholders so present may, by majority vote, adjourn the meeting from
time
to time in the manner provided in Section 1.4 of these bylaws until a quorum
shall attend. Shares of its own stock belonging to the corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of
any
corporation to vote shares, including but not limited to its own shares, held
by
it in a fiduciary capacity.
Section
1.6. Organization. Meetings
of shareholders shall be presided over by the chairman of the board, if any,
or
in his absence by the vice chairman of the board, if any, or in his absence
by
the president, or in his absence by a vice president, or in the absence of
the
foregoing persons by a chairman designated by the board of directors, or in
the
absence of such designation by a chairman chosen at the meeting.
Section
1.7. Voting;
Proxies. Each shareholder entitled to vote at any meeting of
shareholders shall be entitled to one vote for each share of stock held by
him
which has voting power upon the matter in question. Each shareholder
entitled to vote at a meeting of shareholders may authorize another person
or
persons to act for him by proxy, but no such proxy shall be voted or acted
upon
after eleven months from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable for the period of
time permitted by law if it states that it is irrevocable and if, and only
as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A shareholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the secretary of the corporation. Voting at
meetings of shareholders need not be by written ballot and need not be conducted
by inspectors unless the holders of a majority of the outstanding shares of
all
classes of stock entitled to vote thereon present in person or by proxy at
such
meeting shall so determine. At all meetings of shareholders for the
election of directors a plurality of the votes cast shall be sufficient to
elect. All other elections and questions shall, unless otherwise
provided by law, by the articles of incorporation or these bylaws, be decided
by
the vote of the holders of a majority of the outstanding shares of stock
entitled to vote thereon present in person or by proxy at the meeting, provided
that (except as otherwise required by law or by the articles of incorporation)
the board of directors may require a larger vote upon any election or
questions. Articles VIII, X, and XIII of the articles of
incorporation require super majority vote of the shareholders under specified
circumstances.
Section
1.8. Fixing Date
for Determination of Shareholders of Record.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 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 seventy days before the date of such meeting or action requiring
a
determination of shareholders. If no record date is
fixed: (a) the record date for determining shareholders
entitled to notice or to vote at a meeting of shareholders 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; 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. A determination of shareholders of record entitled to notice
of 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
1.9. List
of Shareholders Entitled to Vote. The secretary shall prepare and
make, at least ten days before every meeting of shareholders, a complete list
of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each shareholder and the number and class
and
series, if any, of shares registered in the name of each
shareholder. Such list shall be available for inspection by any
shareholder, for any proper purpose, during the regular business hours, for
a
period of ten days prior to the meeting, or such shorter time as exists between
the record date and meeting and continuing through the meeting at the
corporation's principal office, at a place identified in the meeting notice
in
the city where the meeting will be held, or at the office of the corporation's
transfer agent or registrar. 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. The shareholders' list
shall be prima facie evidence of the identify of shareholders entitled to
examine the shareholders' list or to vote at any meeting of
shareholders.
Section
1.10. Vote
or Consent of Shareholders. No action that requires the vote or
consent of shareholders of the corporation may be taken without a meeting held
upon prior notice and a vote of shareholders, except with the advance written
consent of two-thirds of the full board of directors. With such
consent, any action required or permitted to 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 the holders of outstanding shares 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. Within 10 days after obtaining such authorization by written
consent, notice as prescribed by law of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those
shareholders that have not consented in writing or who are not entitled to
vote
on the action.
Section
1.11 Advance
Notice Provisions for Business at Meetings.
A. At
an annual meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before the annual meeting, business must (1) be specified in the notice of
meeting (or in any supplement) given by or at the direction of the board of
directors, (2) be otherwise properly brought before the meeting by or at the
direction of the board of directors or (3) be otherwise properly brought before
the annual meeting by any shareholder of the corporation who (a) is a
shareholder of record on both (i) the date of the giving of the notice provided
for in this Section 1.11 and (ii) the record date for the determination of
shareholders entitled to vote at such annual meeting, and (b) complies with
the
notice procedures set forth in this Section 1.11.
B. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, such shareholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
1. To
be timely, a written notice of the intent of a shareholder to make a nomination
of a person for election as a director or to bring any other matter before
the
annual meeting shall be received by the Secretary at the principal executive
offices of the corporation not earlier than the close of business on the
180th day and
not later than the close of business on the 120th day prior
to the
first anniversary (the “Anniversary”) of the date on which the corporation first
mailed its proxy materials for the preceding year’s annual meeting of
shareholders. However, if the date of the annual meeting is advanced
more than 30 days prior to or delayed by more than 30 days after the
Anniversary, notice by the shareholder must be so received by the Secretary
not
earlier than the close of business on the 120th day prior to such annual meeting
and not later than the close of business on the later of the 75th day prior
to
such annual meeting or the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the
corporation.
2. To
be in proper written form every such notice by a shareholder shall set forth
as
to each matter such shareholder proposes to bring before the annual
meeting:
(a) as
to each person whom the shareholder proposes to nominate for election or
reelection as a director (each, a “proposed
nominee”): (i) the name, business address and
residence address of the proposed nominee, (ii) the principal occupation or
employment of the proposed nominee, (iii) the class or series and number of
shares of capital stock of the corporation, if any, which are owned beneficially
and of record by the proposed nominee, (iv) any other information regarding
each
proposed nominee proposed by such shareholder as would be required to be
included in a proxy statement or other filings required to be made in connection
with the solicitations of proxies for election of directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules and regulations promulgated thereunder, had each proposed nominee
been
nominated by the board of directors of the corporation, (v) a description of
all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder; (vi)
any other information relating to such shareholder, and any other person or
persons pursuant to which the nomination(s) are to be made by the shareholder,
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitation of proxies for election
of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder, and (vii) the notice shall be accompanied
by
the written consent of each proposed nominee to serve as a director of the
corporation if so elected;
(b) as
to any other business that the shareholder proposes to bring before the annual
meeting: (i) a description of the matter, (ii) the reasons for
conducting such business at the annual meeting, and (iii) any material interest
in such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and
(c) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal of other business is made: (i) the
name and address of such shareholder, as they appear on the corporation’s stock
transfer books, and the name and address of such beneficial owner; (ii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially and of record by such shareholder and such beneficial
owner; (iii) the date or dates upon which such shareholder acquired ownership
of
such shares; (iv) a representation that such shareholder is a holder of the
corporation’s capital stock that such shareholder intends to vote such stock at
such meeting, and, that such shareholder intends to appear in person or by
proxy
at the meeting to make the nomination or bring up the business specified in
the
notice.
C. If
a shareholder is entitled to vote only for a specific class or category of
directors at a meeting of the shareholders, such shareholder’s right to nominate
one or more persons for election as a director at the meeting shall be limited
to such class or category of directors.
D. In
the event of a special meeting of shareholders at which directors are to be
elected, any shareholder entitled to vote may nominate a person or persons
for
election as director if such shareholder qualifies under Section 1.11.A. and
such shareholder’s written notice is prepared in accordance with Section
1.11.B.2 and is received by the Secretary not later than the close of business
on the 10th day
following the day on which public announcement of the special meeting is first
made by the corporation.
E. At
a meeting of shareholders, the chairman of the board shall declare out of order
and disregard any nomination or other proposal not made in compliance with
the
foregoing procedures.
F. In
no event shall the adjournment or postponement of an annual or special meeting
of the shareholders, or any announcement thereof, commence a new period for
the
giving of notice under this Section 1.11.
G. As
used in these Bylaws, the terms “owned beneficially” and “beneficial owner”
means all shares which such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 promulgated under the Exchange Act. For
purposes of these Bylaws, a matter shall be deemed to have been “publicly
announced” if such matter is disclosed in a press release reported by the Dow
Jones News Service, the Associated Press or a comparable national news service
or in a document publicly filed by the corporation with the Securities and
Exchange Commission.
H. Notwithstanding
the foregoing provisions of this Section 1.11, a shareholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section
1.11. Nothing in this Section 1.11 shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the corporation’s
proxy statement pursuant to Rule 14a-8 under the Exchange Act nor grant any
shareholders a right to have any nominee included in the corporation’s proxy
statement.
ARTICLE
II
BOARD
OF
DIRECTORS
Section
2.1. Number;
Qualifications. The total number of directors constituting the
board of directors of the corporation shall be nine. The number of
directors may be increased or decreased only by the affirmative vote of (a)
the
holders of at least 85% of the shares of the corporation then entitled to be
voting on such change, or (b) two-thirds of the directors then in
office. Directors need not be shareholders.
Section
2.2. Election;
Resignation; Removal; Vacancies. The board of directors shall be
divided into three classes: Class I, Class II and Class
III. The terms of office of the initial directors shall expire at the
annual meeting of shareholders as follows - Class I in 1995, Class II in 1996,
and Class III in 1994 - or thereafter in each case when their respective
successors are elected and qualified. At each annual election held
after 1994, the directors chosen to succeed those whose terms are expiring
shall
be identified as being of the same class as the directors whom they succeed,
and
shall be elected for a term expiring at the time of the third succeeding annual
meeting of shareholders, or thereafter in each case when the respective
successors are elected and qualify. The number of directorships shall
be apportioned among the classes so as to maintain the classes as nearly equal
in number as possible. Any vacancy occurring in the board of
directors may be filled by a majority of the directors then in
office. A new directorship resulting from an increase in the number
of directors shall be construed to be a vacancy. Any director elected
to fill a vacancy shall be of the same class and have the same remaining terms
as that of the predecessor. No decrease in the number of directors
will have the effect of shortening the term of any directors then in
office. A director may be removed only for cause and only by the
affirmative vote of 85% of all of the shareholders of the corporation entitled
to vote on the election of directors. Any director may resign at any
time upon written notice to the corporation.
Section
2.3. Regular
Meetings. Regular meetings of the board of directors may be held
at such places within or without the State of Florida and at such times as
the
board of directors may from time to time determine, and if so determined notices
thereof need not be given.
Section
2.4. Special
Meetings. Special meetings of the board of directors may be held
at any time or place within or without the State of Florida whenever called
by
the president, any vice president, the secretary, or by any member of the board
of directors. Reasonable notice thereof shall be given by the person
or persons calling the meeting, not later than the second day before the date
of
the special meeting.
Section
2.5. Telephonic
Meetings Permitted. Members of the board of directors, or any
committee designated by the board, may participate in a meeting of such board
or
committee by means of conference telephone or any means of communication by
which all persons participating in the meeting may simultaneously hear each
other during the meeting, and participation in a meeting pursuant to this bylaw
shall constitute presence in person at such meeting.
Section
2.6. Quorum,
Vote Required for Action . At all meetings of the board of
directors a majority of the whole board shall constitute a quorum for the
transaction of business. Except in cases in which the articles of
incorporation or these bylaws otherwise provide, the vote of a majority of
the
directors present at a meeting at which a quorum is present shall be the act
of
the board of directors.
Section
2.7. Organization. Meetings of the board of
directors shall be presided over by the chairman of the board, if any, or in
his
absence by the vice chairman of the board, if any, or in his absence by the
president, or in their absence by a chairman chosen at the
meeting. The secretary shall act as secretary of the
meeting.
Section
2.8. Action
by Directors Without a Meeting. Unless the articles of
incorporation or these bylaws provide otherwise, 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 the action is taken by
all
members of the board or committee. Such action shall be evidenced by
one or more written consents filed with the minutes or proceedings of the board
or committee, describing the action taken and signed by each director of
committee member.
Section
2.9. Mandatory
Retirement of
Directors. A director of the Company shall retire from the board of
directors at the first annual meeting of shareholders held after the director
attains age 75.
ARTICLE
III
COMMITTEES
Section
3.1. Committees. The
board of directors may, by resolution adopted by a majority of the full board
of
directors, designate one or more committees, each committee to consist of two
or
more of the directors of the corporation who shall serve at the pleasure of
the
board. The board, by resolution, may designate one or more directors
as alternate members of any such committee who may act in the place and stead
of
any absent member or members at any meeting of such committee. Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the powers and authority of the
board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have power or authority in reference
to amending the articles of incorporation of the corporation, adopting an
agreement of merger or consolidation, recommending to the shareholders the
sale,
lease or exchange of all or substantially all of the corporation's property
and
assets, or recommending to the shareholders a dissolution of the corporation
or
a revocation of dissolution; and, unless the resolution expressly so provides,
no such committee shall have the power or authority to declare a
dividend. In addition, no such committee shall have the power or
authority to: (a) approve or recommend to shareholders
actions or proposals required by the Florida Business Corporation Act 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, (d) authorize or approve 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
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.
Section
3.2. Committee
Rules. Unless the board of directors otherwise provides, each
committee designated by the board may make, alter and repeal rules for the
conduct of its business. In the absence of such rules each committee
of directors conducts it business pursuant to Article II of these
bylaws.
ARTICLE
IV
OFFICERS
Section
4.1. Executive
Officers; Election; Qualification; Term of Office; Resignation; Removal;
Vacancies. The board of directors shall choose a president and
secretary, and it may, if it so determines, choose a chairman of the board
and a
vice chairman of the board from among its members. The board of
directors may also choose one or more vice presidents, one or more assistant
Secretaries, a treasurer and one or more assistant treasurers. Each
such officer shall hold office until the first meeting of the board of directors
after the annual meeting of shareholders next succeeding this election, and
until his successor is elected and qualified or until his earlier resignation
or
removal. Any officer may resign at any time upon written notice to
the corporation. The board of directors may remove any officer with
or without cause at anytime, but such removal shall be without prejudice to
the
contractual rights of such officer, if any, with the corporation. Any
number of offices may be held by the same person. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the board
of
directors at any regular or special meeting.
Section
4.2 Powers
and Duties of Executive Officers. The officers of the corporation
shall have such powers and duties in the management of the corporation as may
be
prescribed by the board of directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
board of directors. Unless the board of directors delegate
responsibility to another officer, the secretary shall have responsibility
for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation. The board of directors may
require any officer, agent or employee to give security for the faithful
performance of his duties.
ARTICLE
V
SHARES
Section
5.1 Certificates.
Shares may but need not be represented by certificates. The rights
and obligations of shareholders shall be identical whether or not their shares
are represented by certificates. If shares are represented by
certificates, each certificate shall be signed by or in the name of the
corporation by the chairman or vice chairman of the board of directors, if
any,
or the president or a vice president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such shareholder in the
corporation. Any of or all the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of
issue."
Section
5.2. Lost,
Stolen or Destroyed Share Certificates; Issuance of New
Certificates. The corporation may issue a new share certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give
the
corporation a bond sufficient to indemnify it against any claim that may be
made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE
VI
MISCELLANEOUS
Section
6.1. Fiscal
Year. The fiscal year of the corporation shall be determined by
resolution of the board of directors.
Section
6.2. Seal. The
corporate seal shall have the name of the corporation inscribed thereon and
shall be in such form as may be approved from time to time by the board of
directors.
Section
6.3. Waiver
of Notice of Meetings of Shareholders, Directors and
Committees. Any written waiver of notice, signed by the person
entitled to notice, whether before or after the time stated therein, shall
be
deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the meeting for the express purpose of objecting, at the beginning
of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted
at, nor the purpose of any regular or special meeting of the shareholders,
director, or members of a committee of directors need be specified in any
written waiver of notice.
Section
6.4 Indemnification
of Directors, Officers, Employees, and Agents. The corporation
shall indemnify to the full extent authorized by law any person made or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or
was
a director, officer or employee or agent of the corporation or any predecessor
of the corporation or serves or served any other
corporation,
partnership, joint venture, trust, or other enterprise as a director, officer,
employee, or agent at the request of the corporation or any predecessor of
the
corporation; provided, however, that this section shall not apply as to any
action, suit or proceeding brought by or on behalf of a director or officer
without prior approval of the board of directors. The provisions of
this section shall inure to the benefit of the heirs, devisees, and personal
representatives of such a person.
Section
6.5. Interested
Directors; Quorum. No contract or other transaction between the
corporation and one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors are directors
or
officers, or are financially interested, shall be either void or voidable
because of such relationship or interest, or because such director or directors
are present at the meeting of the board of directors or committee thereof which
authorizes, approves or ratifies such contract or transaction, or 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 votes 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 shareholders
entitled to vote thereon, and the contract or transaction is
specifically
approved
in good faith by vote of the shareholders; or (c) the contract or
transaction is fair and reasonable as to the corporation as of the time it
is
authorized, approved or ratified, by the board of directors, a committee
thereof, or the shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the contract
or transaction.
Section
6.6. Form
of Records. Any records maintained by the corporation in the
regular course of its business, including its stock ledger, books of
account, any minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any
records so kept upon the request of any person entitled to inspect the
same.
Section
6.7. Amendment
of Bylaws. Amendment, alteration or repeal of the Bylaws by the
board of directors shall require that affirmative vote of two-thirds of the
directors then in office at a duly constituted meeting called expressly for
that
purpose, or by the shareholders shall require the affirmative vote of 85% of
the
votes eligible to be cast by the shareholders at a duly constituted meeting
of
shareholders called expressly for that purpose.
As
amended October 24, 2007