BY-LAWS
OF
THE ACCESS READY STRATEGIC SOCIAL PURPOSE CORPORATION
a Florida profit social purpose corporation
(Effective as of April 3, 2019)
ARTICLE I – OFFICES
>Section 1. Principal Office. The principal office of The Access Ready Strategic Social Purpose Corporation (the Corporation) shall be in Pinellas Park, Florida, or such place within or without the State of Florida as the Board of Directors of the Corporation (the Board of Directors or the Board) shall from time to time determine.
>Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors or the officers of the Corporation acting within their authority may from time to time determine or the business of the Corporation may require.
ARTICLE II ELECTION OF PROFIT SOCIAL PURPOSE CORPORATION
>Section 1. Social Purpose Corporation. The corporation elects to be a social purpose corporation in accordance with s. 607.503, F.S.
>Section 2. Business Purpose and Public Benefit. The business purpose and public benefit(s) for which the Corporation is organized are:
(A) To develop financial resources able to fund its specific social purpose strategies.
(B) Providing low-income or underserved individuals with disabilities or communities with beneficial products or services through the development and promotion of information technology that meets accessibility standards allowing the use of such technologies by people with the widest range of disabilities possible.
(C) Promoting economic opportunity for individuals with disabilities or communities beyond the creation of jobs in the normal course of business by contracting for services to be performed by a nonprofit organization that creates employment and business opportunities for people with the widest range of disabilities possible.
(D) Protecting or restoring the environment by expanding the reach of information technology through accessibility thereby allowing people with disabilities to take advantage of home-based employment and business opportunities providing the resulting effect of lowering the individuals carbon footprint.
(E) Improving human health by expanding the accessibility of information technologies utilized in the healthcare industry thereby providing people with the widest range of disabilities access to healthcare services at the same level as the general population.
(F) Promoting the accessibility of the arts, sciences, business, government, nonprofit, and/or the advancement of knowledge by promoting a policy of accessible information technology across these and other disciplines in order to provide people with the widest range of disabilities possible access to goods, services, employment, civic, social and economic engagement at the same level as the general population.
(G) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment by funding educational and advocacy activities which promote a policy supporting accessible information technology benefiting people with the widest range of disabilities possible.
(H) Funding programs that identify issues, provide education about those issues and identify best practices and goods or services designed to provide accessibility to people with the widest range of disabilities possible.
ARTICLE III – SHAREHOLDERS
>Section 1. Annual Meeting. The annual meeting of the shareholders shall be held between January 1 and December 31, inclusive, in each year for the purpose of electing directors and for the transaction of such other proper business as may come before the meeting. The exact date of the meeting shall be established by the Board of Directors from time to time.
>Section 2. Special Meetings. Special meetings of the shareholders may be called, for any purpose or purposes, by the Board of Directors or the President. Special meetings of the shareholders shall be called by the President or the Secretary if the holders of not less than a majority of all the votes entitled to be cast on any issue proposed to be considered at such special meeting sign, date and deliver to the President or the Secretary one or more written demands for a special meeting, describing the purpose(s) for which it is to be held. Special meetings of the shareholders of the Corporation may not be called by any other person or persons. Notice and call of any such special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice thereof.
>Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the shareholders. If no designation is made, then the place of meeting shall be the principal office of the Corporation in the State of Florida.
>Section 4. Notice of Meeting. Written notice stating the date, time and place of an annual or special meeting and, in the case of a special meeting, the purpose or purposes for which it is called shall be given no fewer than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting, except that no notice of a meeting need be given to any shareholders for which notice is not required to be given under applicable law. Notice may be delivered personally, via United States mail, facsimile or other electronic transmission, or by private mail carriers handling nationwide mail services, by or at the direction of the President, the Secretary, the Board of Directors, or the person(s) calling the meeting. If mailed via United States mail, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at the shareholders address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. If the notice is mailed at least thirty (30) days before the date of the meeting, the mailing may be by a class of United States mail other than first class.
>Section 5. Notice of Adjourned Meeting. If a shareholders meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before an adjournment is taken; and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, a new record date for the adjourned meeting is or must be fixed under law, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date and who are otherwise entitled to notice of such meeting.
>Section 6. Waiver of Call and Notice of Meeting. Call and notice of any shareholders meeting may be waived by any shareholder before or after the date and time stated in the notice. Such waiver must be in writing signed by the shareholder and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at nor the purpose of any meeting need be specified in such waiver. A shareholders attendance at a meeting (A) waives such shareholders ability to object to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (B) waives such shareholders ability to object to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
>Section 7. Quorum. Except as otherwise provided in these By-laws or in the Articles of Incorporation of the Corporation, a majority (based on voting) of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholders. Once a share is represented for any purpose at a meeting, it is deemed present 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; and the withdrawal of shareholders after a quorum has been established at a meeting shall not affect the validity of any action taken at the meeting or any adjournment thereof.
>Section 8. Adjournment; Quorum for Adjourned Meeting. If less than a majority (based on voting) of the outstanding shares are represented at a meeting, a majority (based on voting) of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.
>Section 9. Voting on Matters Other than Election of Directors. At any meeting at which a quorum is present, action on any matter other than the election of directors shall be approved if the votes cast by the holders of shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by law, the Articles of Incorporation of the Corporation or these By-laws.
>Section 10. Voting for Directors. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote at a meeting at which a quorum is present.
>Section 11. Voting Lists. Prior to each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete alphabetical list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged by voting group, with the address and the number, class and series (if any) of shares held by each. The list shall be subject to inspection by any shareholder during normal business hours for at least ten (10) days prior to the meeting or such shorter time as exists between the record date and the meeting. The list also shall be available at the meeting and shall be subject to inspection by any shareholder at any time during the meeting or its adjournment. The list shall be prima facie evidence as to who are the shareholders entitled to examine such list or the transfer books and to vote at any meeting of the shareholders. If the requirements of this Section have not been substantially complied with, the meeting shall be adjourned on the demand of any shareholder (in person or by proxy) until there has been substantial compliance with the requirements. If no demand for adjournment is made, failure to comply with the requirements of this Section does not affect the validity of any action taken at the meeting.
>Section 12. Voting of Shares. Except as otherwise provided in the Articles of Incorporation of the Corporation, each shareholder entitled to vote shall be entitled at every meeting of the shareholders to one vote in person or by proxy on each matter for each share of voting stock held by such shareholder. Such right to vote shall be subject to the right of the Board of Directors to fix a record date for voting shareholders as hereinafter provided. Treasury shares, and shares of stock of the Corporation owned directly or indirectly by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares.
>Section 13. Proxies. At all meetings of shareholders, a shareholder may vote by proxy, executed in writing and delivered to the Corporation in the original or as a true and correct copy of the original or by the shareholders duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from its date, unless the proxy expressly provides for a longer period. Each proxy shall be filed with the Secretary before or at the time of the meeting. A proxy may be revoked at the pleasure of the record owner of the shares to which it relates, unless the proxy conspicuously states otherwise and is coupled with an interest. In the event that a proxy shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) is present, that one, shall have all of the powers conferred by the proxy upon all the persons so designated, unless the instrument shall provide otherwise.
>Section 14. Informal Action by Shareholders. Unless otherwise provided in the Articles of Incorporation of the Corporation, any action required or permitted to be taken at a meeting of the shareholders may be taken by means of one or more written consents that satisfy the requirements set forth below. In such event, no meeting, prior notice or formal vote shall be required. To be effective, a written consent (which may be in one or more counterparts) shall set forth the action taken and shall be signed by shareholders holding shares representing not less than the minimum number of votes of each voting group entitled to vote thereon that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. No written consent shall be effective unless, within sixty (60) days of the date of the earliest dated consent delivered to the Secretary, written consent signed by the number of shareholders required to take action is delivered to the Secretary. If authorization of an action is obtained by one or more written consents but less than all shareholders so consent, then within ten (10) days after obtaining the authorization of such action by written consents, notice must be given to each shareholder who did not consent in writing and to each shareholder who is not entitled to vote on the action.
ARTICLE IV – BOARD OF DIRECTORS
>Section 1. General Powers. The business and affairs of the Corporation shall be managed by 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 law, the Articles of Incorporation of the Corporation or these By-laws directed or required to be exercised or done only by the shareholders.
>Section 2. Number, Election, Tenure and Qualifications. The number of directors of the Corporation shall be not less than six (6) nor more than thirty (30). The exact number of directors shall be fixed by resolution adopted by a vote of a majority of the then authorized number of directors; provided that no decrease in the number of directors shall have the effect of shortening the term of any then incumbent director. At each annual meeting of shareholders, the Corporations sole shareholder, Access Ready, Inc, a Florida not-for-profit corporation, shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office until his or her term of office expires and until such director’s successor is elected and qualifies, unless such director sooner dies, resigns or is removed by the shareholders at any annual or special meeting. It shall not be necessary for directors to be shareholders or residents of the State of Florida. All directors shall be natural persons who are eighteen (18) years of age or older. The Corporations sole shareholder, Access Ready, Inc., shall have the right to nominate and elect all voting and non-voting members of the Board.
At no time shall the membership of the Board of Directors include less than sixty percent (60%) of its members who are drawn from the membership of The Corporations sole shareholder, Access Ready, Inc.’s Board of Directors.
These members shall be permanent members by title not respecting the individual holding the title, and shall include but not be limited to
3 non-voting members including the Chair-CEO, (President) Secretary and Treasurer who shall be counted for the purposes of establishing a quorum.
In addition, six (6) of the voting members will include those holding the titles on the Access Ready Inc. Board of Directors of:
The Chair of business Management
The Chair of News Media
The Chair of Coalition Relations
The Chair of Global Strategies
The Chair of Government Relations
The Chair of Market Relations
>Section 3. Annual Meeting. Promptly after each annual meeting of shareholders, the Board of Directors shall hold its annual meeting for the purpose of the election of officers and the transaction of such other business as may come before the meeting. If such meeting is held at the same place as and immediately following such annual meeting of shareholders and if a majority of the directors are present at such place and time, no prior notice of such meeting shall be required to be given to the directors.
>Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.
>Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by such person or persons. If no such designation is made, the place of meeting shall be the principal office of the Corporation in the State of Florida.
>Section 6. Notice of Meeting. Whenever notice of a meeting is required, written notice stating the date, time and place of the meeting shall be delivered at least two (2) days prior thereto to each director, either personally, or by first-class United States mail, facsimile or other form of electronic communication, or by private mail carriers handling nationwide mail services, to the directors business address. If notice is given by first-class United States mail, such notice shall be deemed to be delivered five (5) days after deposited in the United States mail so addressed with postage thereon prepaid or when received, if such date is earlier. If notice is given by facsimile transmission or other form of electronic communication or by private mail carriers handling nationwide mail services, such notice shall be deemed to be delivered when received by the director. Any director may waive notice of any meeting, either before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and so states at the beginning of the meeting or promptly upon arrival at the meeting.
>Section 7. Notice of Adjourned Meeting. If a meeting of the Board of Directors is adjourned to a different date, time or place, notice of 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 were announced at the time of the adjournment, to the other directors.
>Section 8. Quorum. A majority of the total number of directors as determined from time to time to comprise the Board of Directors shall constitute a quorum.
>Section 9. Adjournment; Quorum for Adjourned Meeting. If less than a majority of the total number of directors are present at a meeting, a majority of the directors so present may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally noticed.
>Section 10. Manner of Acting. If a quorum is present when a vote is taken, the act of a majority of the directors present at the meeting shall be the act of the Board of Directors unless otherwise provided in the Articles of Incorporation of the Corporation.
>Section 11. Removal. Any director may be removed by the shareholders, with or without cause, at any meeting of the shareholders called expressly for that purpose. Any such removal shall be without prejudice to the contract rights, if any, of the person removed.
>Section 12. Vacancies. Any vacancy occurring on 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, or by the shareholders, unless otherwise provided in the Articles of Incorporation of the Corporation. The term of a director elected to fill a vacancy shall expire at the next following annual meeting of shareholders, and the person elected shall hold office until such time and until such directors successor is elected and qualifies, unless such director sooner dies, resigns or is removed by the shareholders at any annual or special meeting.
>Section 13. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, a stated salary as directors and/or such other reasonable compensation as may be determined by the Board from time to time. No payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
>Section 14. 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 such director objects at the beginning of the meeting (or promptly upon his or her arrival) to the holding of the meeting or the transacting of specified business at the meeting or such director votes against such action or abstains from voting in respect of such matter.
>Section 15. Informal Action by Board. Any action required or permitted to be taken by any provisions of law, the Articles of Incorporation of the Corporation or these By-laws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if each and every member of the Board or of such committee, as the case may be, signs a written consent thereto and such written consent is filed in the minutes of the proceedings of the Board or such committee, as the case may be. Action taken under this Section is effective when the last director signs the consent, unless the consent specifies a different effective date, in which case it is effective on the date so specified.
>Section 16. Meeting by Communication Equipment. Directors or the members of any committee thereof shall be deemed present at a meeting of the Board of Directors or of any such committee, as the case may be, if the meeting is conducted using 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.
>Section 17. Electronic Agenda and Voting. The Chair-CEO may develop a format for managing such electronic agendas and votes, provided, however, that the Directors will be able to actively participate in, communicate with and discuss the contents of such matters during the electronic meeting. Such electronic agendas shall not include more than 4 (four) items. Such proposals for action must give a time certain by which the members of the Board of Directors must respond or have their failure to respond counted as a positive response to the question. All such measures proposed in this way must then be reported on the Consent Agenda of the next regular meeting of the Board of Directors to confirm the action.
>Section 18. Executive Session. The Board, by majority vote, may close a meeting to everyone but Directors at any time and for any duration in order to discuss matters that may be sensitive in nature or in the case of issues that may impact the employee team or management. At such a meeting the Board may at its discretion vote to include or exclude any Director or another person in its deliberation that it deems necessary.
>Section 19. Conflict of Interest. No contract or other transaction between this Corporation and one or more of its Directors, officers, titled leaders, agents, or any other Corporation and one or more of its Directors, officers, titled leaders, or agents, or any other corporation, firm, association or entity in which one or more of the Directors, officers, titled leaders, or agents who are financially interested, shall be either void or voidable because of such relationship or interest or because such Directors, officers, titled leaders, agents, are present at the meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or a transaction or because his or her votes are counted for such a purpose, if:
(A) The fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or
(B) The fact of such relationship or interest is disclosed or known to the Directors and the Directors authorize, approve or ratify such contract or transaction by a vote or written consent; or,
(C) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction.
>Section 20. Discharge of Duties. Consistent with the Corporations purpose of creating general social benefit, in discharging their duties, the directors shall consider the effect of any actions on the following:
(A) The ability of the Corporation to accomplish its general public benefit purpose;
(B) The shareholders of the Corporation;
(C) The employees and workforce of the Corporation and its subsidiaries and suppliers;
(D) The interests of customers as beneficiaries of the general public benefit purposes of the Corporation;
(E) Community and societal considerations, including those of any community in which offices or facilities of the Corporation or its parent members organization or vendors are located;
(F) The local and global environment;
(G) The short-term and long-term interests of the Corporation, including benefits that may accrue to the Corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the Corporation.
Directors may also consider the resources, intent, and conduct (past, stated and potential) of any person seeking to acquire control of Corporation, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with Corporations purpose to create social benefit.
ARTICLE V – OFFICERS
>Section 1. Number. The officers of the Corporation shall consist of a President, (Chair-CEO) a Vice President, (Vice-Chair) a Secretary and a Treasurer, each of whom shall be appointed by the Board of Directors. Each shall be counted as non-voting members of the Board of Directors but shall be counted for purposes of establishing a quorum.
The Board of Directors may also appoint one or more assistant secretaries and assistant treasurers and such other officers as the Board of Directors shall deem appropriate. The same individual may simultaneously hold more than one office in the Corporation.
>Section 2. Appointment and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at its annual meeting. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until such officer’s successor is appointed and qualifies, unless such officer sooner dies, resigns or is removed by the Board. The appointment of an officer does not itself create contract rights. The failure to elect a President, a Vice President, a Secretary or a Treasurer shall not affect the existence of the Corporation.
>Section 3. Resignation. An officer may resign at any time by delivering notice to the Corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. An officer’s resignation shall not affect the Corporations contract rights, if any, with the officer.
>Section 4. Removal. The Board of Directors may remove any officer at any time with or without cause. An officer’s removal shall not affect the officers contract rights, if any, with the Corporation.
>Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
>Section 6. Duties of Officers. All officers of the Corporation shall have such authority and perform such duties in the management and operation of the Corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. Officers may take into account the social benefit purposes of the Corporation as described in Article IV, Section 20 of these Bylaws and § 607.509, Florida Statutes. The Secretary or an assistant secretary of the Corporation shall record all the proceedings of all meetings and actions in writing of shareholders, the Board, and committees of the Board, and shall exercise such additional authority and perform such additional duties as the Board of Directors shall assign. In the absence of the Secretary or an assistant secretary, the chairman of the meeting shall appoint a secretary to record the proceedings of the meeting.
>Section 7. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the Corporation.
>Section 8. Delegation of Duties. In the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers or duties of such officer to any other officer or to any other director for the time being.
ARTICLE VI – ANNUAL BENEFIT REPORT
>Section 1. Annual Benefit Report. The Board of Directors shall prepare or cause to prepare, a social purpose annual benefit report to shareholders required under s. 607.512. The report shall address the following matters:
(A) Whether the social purpose corporation in all material respects acted in accordance with its public benefit purpose and describe the specific public benefits that were served during the period covered by the report.
(B) Any circumstances that hindered the pursuit of such purposes.
(C) Whether the directors and officers complied with Part II, Social Purpose Corporations statutes set forth in Section 607. 501 et seq.
(D) Whether the social purpose corporation or its directors or officers failed to comply with paragraph (A) or §. 607.507(1) or §. 607.509(1), including a description of the ways in which the social purpose corporation or its directors or officers failed to comply.
>Section 2. Delivery and Posting of Annual Benefit Report. The Corporation shall deliver the annual benefit report to each shareholder within one hundred twenty (120) days of the close of the Corporations fiscal year. Additionally, the Corporation shall post the most recent annual benefit report to the public portion of its website and retain copies of such reports on the web site for at least three years.
ARTICLE VII – EXECUTIVE AND OTHER COMMITTEES
>Section 1. Creation of Committees. The Board of Directors may designate an Executive Committee and one or more other committees. Each committee so designated shall consist of two (2) or more of the directors of the Corporation.
>Section 2. Executive Committee. The Executive Committee, if there shall be one, shall consult with and advise the officers of the Corporation in the management of its business. It shall have, and may exercise, except to the extent otherwise provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board. Included solely for information purposes, the following is a list of the actions that, under Florida law in effect at the time of the adoption of these By-laws, may not be delegated to a committee, but the list shall be deemed automatically revised without further action by the Board of Directors or the shareholders of this Corporation upon and to the extent of any amendment to such law:
(A) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders;
(B) fill vacancies on the Board of Directors or any committee of the Board;
(C) adopt, amend or repeal these By-laws;
(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 of shares, or any contract to sell shares, or designate the terms of a series or class of shares.
>Section 3. Other Committees. Such other committees, to the extent provided in the resolution or resolutions creating them, shall have such functions and may exercise such powers of the Board of Directors as can be lawfully delegated by the Board. Notwithstanding the foregoing, no committee shall have the authority to take any action listed in subsections (A) through (B), inclusive, of Section 2 of this Article VII.
>Section 4. Removal or Dissolution. Any committee of the Board of Directors may be dissolved by the Board at any meeting; and any member of such committee may be removed by the Board of Directors with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
>Section 5. Vacancies on Committees. Vacancies on any committee of the Board of Directors shall be filled by the Board of Directors at any meeting.
>Section 6. Meetings of Committees. Regular meetings of any committee of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by such committee. Special meetings of any such committee may be called by any member thereof upon two (2) days’ notice of the date, time and place of the meeting given to each of the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee. Notice shall be given either personally or in the manner provided in Section 6 of Article III of these By-laws (pertaining to notice for directors’ meetings).
>Section 7. Absence of Committee Members. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of Directors, who may replace at any meeting of such committee any member not able to attend.
>Section 8. Quorum of Committees. At all meetings of committees of the Board of Directors, a majority of the total number of members of the committee as determined from time to time shall constitute a quorum for the transaction of business.
>Section 9. Manner of Acting of Committees. If a quorum is present when a vote is taken, the act of a majority of the members of any committee of the Board of Directors present at the meeting shall be the act of such committee.
>Section 10. Minutes of Committees. Each committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested.
>Section 11. Compensation. Members of any committee of the Board of Directors may be paid compensation in accordance with the provisions of Section 13 of Article III of these By-laws (pertaining to compensation of directors).
>Section 12. Informal Action. Any committee of the Board of Directors may take such informal action and hold such informal meetings as allowed by the provisions of Sections 15 and 16 of Article III of these By-laws.
>Section 13. Protection of Profit Social Purpose Corporation Status. Neither the Board or any officer, employee or contractor of the Corporation shall take any action or allow any activity or use of the Corporation’s assets that would endanger the Profit Social Purpose corporate status of the Corporation or its assets. Nothing in these Bylaws shall be construed to authorize any action in violation of this Section.
ARTICLE VIII – INDEMNIFICATION OF DIRECTORS AND OFFICERS
>Section 1. General.
(A) To the fullest extent permitted by law and consistent with the principles set forth in Section 1(C) below, the Corporation shall indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or other type of proceeding (other than an action by or in the right of the Corporation), whether civil, criminal, administrative, investigative or otherwise, and whether formal or informal, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust (including, without limitation, an employee benefit trust), or other enterprise.
(B) To the fullest extent permitted by law and consistent with the principles set forth in Section 1(C) below, the Corporation shall be entitled but shall not be obligated to indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or other type of proceeding (other than an action by or in the right of the Corporation), whether civil, criminal, administrative, investigative or otherwise, and whether formal or informal, by reason of the fact that such person is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
(C) Any person for whom indemnification is required or authorized under Section 1(A) or Section 1(B) above shall be indemnified against all liabilities, judgments, amounts paid in settlement, penalties, fines (including an excise tax assessed with respect to any employee benefit plan) and expenses (including attorney’s fees, paralegals fees and court costs) actually and reasonably incurred in connection with any such action, suit or other proceeding, including any appeal thereof. Indemnification shall be available only if the person to be indemnified acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any such action, suit or other proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that such person reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that such persons conduct was unlawful.
>Section 2. Actions by or in the Right of the Corporation.
(A) To the fullest extent permitted by law and consistent with the principles set forth in Section 2(C) below, the Corporation shall indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or other type of proceeding (as further described in Section 1 of this Article VIII) by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise.
(B) To the fullest extent permitted by law and consistent with the principles set forth in Section 2(C) below, the Corporation shall be entitled but shall not be obligated to indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or other type of proceeding (as further described in Section 1 of this Article VIII) by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
(C) Any person for whom indemnification is required or authorized under Section 2(A) or Section 2(B) above shall be indemnified against expenses (including attorney’s fees, paralegals fees and court costs) and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expenses of litigating the action, suit or other proceeding to conclusion, that are actually and reasonably incurred in connection with the defense or settlement of such action, suit or other proceeding, including any appeal thereof. Indemnification shall be available only if the person to be indemnified acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation. Notwithstanding the foregoing, no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such action, suit or other proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses that such court shall deem proper.
>Section 3. Determination that Indemnification Is Proper. Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless made under the provisions of Section 6 of this Article VI or unless otherwise made pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII. Such determination shall be made under one of the following procedures:
(A) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or other proceeding to which the indemnification relates;
(B) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (the designation being one in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or other proceeding;
(C) by independent legal counsel
(i) selected by the Board of Directors in accordance with the requirements of subsection (A) or by a committee designated under subsection (B) or
(ii) if a quorum of the directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (the vote being one in which directors who are parties may participate); or
(D) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such action, suit or other proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such action, suit or other proceeding.
>Section 4. Evaluation and Authorization. Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as is prescribed in Section 3 of this Article VIII for the determination that indemnification is permissible; provided, however, that if the determination as to whether indemnification is permissible is made by independent legal counsel, the persons who selected such independent legal counsel shall be responsible for evaluating the reasonableness of expenses and may authorize indemnification.
>Section 5. Prepayment of Expenses. Expenses (including attorney’s fees, paralegals fees and court costs) incurred by a director or officer in defending a civil or criminal action, suit or other proceeding referred to in Section 1 or Section 2 of this Article VIII shall be paid by the Corporation in advance of the final disposition thereof, but only upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if such person is ultimately found not to be entitled to indemnification by the Corporation pursuant to this Article VIII.
>Section 6. Obligation to Indemnify. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or other proceeding referred to in Section 1 or Section 2 of this Article VIII, or in the defense of any claim, issue or matter therein, such person shall, upon application, be indemnified against expenses (including attorney’s fees, paralegals fees and court costs) actually and reasonably incurred by such person in connection therewith.
>Section 7. Nonexclusively and Limitations. The indemnification and advancement of expenses provided pursuant to this Article VIII shall not be deemed exclusive of any other rights to which a person may be entitled under any law, By-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in such persons official capacity and as to action in any other capacity while holding office with the Corporation. The Board of Directors may, at any time, approve indemnification of or advancement of expenses to any other person that the Corporation has the power by law to indemnify. In all cases not specifically provided for in this Article VIII, indemnification or advancement of expenses shall not be made to the extent that such indemnification or advancement of expenses is expressly prohibited by law.
>Section 8. Continuation of Indemnification Right.
(A) The right of indemnification and advancement of expenses under this Article VIII for directors and officers shall be a contract right inuring to the benefit of the directors and officers entitled to be indemnified hereunder. No amendment or repeal of this Article VIII shall adversely affect any right of such director or officer existing at the time of such amendment or repeal. Indemnification and advancement of expenses as provided for in this Article VIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
(B) Unless expressly otherwise provided when authorized or ratified by this Corporation, indemnification and advancement of expenses that have been specifically authorized and approved by the Corporation for a particular employee or agent shall continue as to a person who has ceased to be an employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
>Section 9. Corporation Defined. For purposes of this Article VIII, the term corporation includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director or officer of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, is in the same position under this Article VIII with respect to the resulting or surviving corporation as such person would have been with respect to such constituent corporation if its separate existence had continued.
>Section 10. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, trustee, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such insurance may cover any liability asserted against such person and incurred by such person in any such capacity or arising out of such persons status as such, whether or not the Corporation is obligated to or would have the power to indemnify such person against the liability under Section 1 or Section 2 of this Article VIII.
ARTICLE IX – INTERESTED PARTIES
>Section 1. General. No contract or other transaction between the Corporation and any 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, because such director or directors are present at the meeting of the Board of Directors or of a committee thereof that authorizes, approves or ratifies such contract or transaction, or because such directors or directors votes are counted for such purpose, as long as one or more of the following requirements is satisfied:
(A) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;
(B) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote on the matter, and they authorize, approve or ratify such contract or transaction by vote or written consent; or
(C) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee thereof or the shareholders.
>Section 2. Approval by Board of Directors. For purposes of Section 1(A) of this Article IX, a conflict of interest transaction shall be authorized, approved or ratified if it receives the vote of a majority of the directors on the Board of Directors, or on the committee, who have no relationship or interest in the transaction; provided, however, that such a transaction may not be authorized, approved or ratified by a single director. If a majority of the directors who have no such relationship or interest in the transaction vote to authorize, approve, or ratify the transaction,
1. a quorum is present for the purpose of taking action under this Section
2. The presence of, or vote cast by, a director with a relationship or interest in the transaction does not affect the validity of any action taken under this Section if the transaction is otherwise authorized, approved or ratified as provided in this Section. Such presence or vote of a director with a relationship or interest in the transaction described in Section 1 of this Article IX shall be counted in determining whether the transaction is approved under other sections of these By-laws and applicable law.
>Section 3. Approval by Shareholders. For purposes of Section 1(B) of this Article IX, a conflict of interest transaction shall be authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this Section 3. Shares owned by or voted under the control of a director who has a relationship or interest in the transaction described in Section 1 of this Article IX may not be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction under Section 1(B) of this Article IX. The vote of the shares owned by or voted under the control of a director who has a relationship or interest in the transaction described in Section 1 of this Article IX shall be counted, however, in determining whether the transaction is approved under other sections of these By-laws and applicable law. A majority of those shares that would be entitled, if present, to be counted in a vote on the transaction under this Section 3 shall constitute a quorum for the purpose of taking action under this Section 3.
ARTICLE X – CERTIFICATES OF STOCK
>Section 1. Certificates for Shares. 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 in such form as the Board of Directors may from time to time prescribe and shall be signed (either manually or in facsimile) by the President (and may be signed (either manually or in facsimile) by the Secretary or an assistant secretary and/or sealed with the seal of the Corporation or its facsimile). Each certificate shall set forth the holder’s name and the number of shares represented by the certificate and shall state such other matters as may be required by law. The certificates shall be numbered and entered on the books of the Corporation as they are issued. If shares are not represented by certificates, then, within a reasonable time after issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement in such form as the Board of Directors may from time to time prescribe, certifying as to the number of shares owned by the shareholder and as to such other information as would have been required to be on certificates for such shares. If and to the extent the Corporation is authorized to issue shares of more than one class or more than one series of any class, every certificate representing shares shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of:
(A) the designations, relative rights, preferences and limitations of the shares of each class or series authorized to be issued;
(B) the variations in rights, preferences and limitations between the shares of each such series, if the Corporation is authorized to issue any preferred or special class in series insofar as the same have been fixed and determined; and
(C) the authority of the Board of Directors to fix and determine the variations, relative rights and preferences of future series.
>Section 2. Signatures of Past Officers. If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.
>Section 3. Transfer of Shares. Transfers of shares of the Corporation shall be made upon its books by the holder of the shares in person or by the holders lawfully constituted representative, upon surrender of the certificate of stock for cancellation if such shares are represented by a certificate of stock or by delivery to the Corporation of such evidence of transfer as may be required by the Corporation if such shares are not represented by certificates. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes; and the Corporation 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 the State of Florida.
>Section 4. Lost Certificates. 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 and 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 certificates, 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 certificates, or the owners legal representative, to pay a reasonable charge for issuing the new certificate, to advertise the matter in such manner as it shall require and/or 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.
ARTICLE XI – RECORD DATE
>Section 1. Record Date for Shareholder Actions. The Board of Directors is authorized from time to time to fix in advance a date as the record date for the determination of the shareholders entitled to notice of and to vote at any meeting of the shareholders and any adjournment thereof (unless a new record date must be established by law for such adjourned meeting), or of the shareholders entitled to give such consent or take such action, as the case may be. In no event may a record date so fixed by the Board of Directors precede the date on which the resolution establishing such record date is adopted by the Board of Directors; and such record date may not be more than seventy (70) nor less than ten (10) days before the date of any meeting of the shareholders, before a date in connection with the obtaining of the consent of shareholders for any purpose, or before the date of any other action requiring a determination of the shareholders. Only those shareholders listed as shareholders of record as of the close of business on the date so fixed as the record date shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to exercise such rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. If the Board of Directors fails to establish a record date as provided herein, the record date shall be deemed to be the date ten (10) days prior to the date of the shareholders meeting.
>Section 2. Record Date for Dividend and Other Distributions. The Board of Directors is authorized from time to time to fix in advance a date as the record date for the determination of the shareholders entitled to receive a dividend or other distribution. Only those shareholders listed as shareholders of record as of the close of business on the date so fixed as the record date shall be entitled to receive the dividend or other distribution, as the case maybe, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. If the Board of Directors fails to establish a record date as provided herein, the record date shall be deemed to be the date of authorization of the dividend or other distribution.
ARTICLE XII – DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation of the Corporation and by law. Subject to the provisions of the Articles of Incorporation of the Corporation and law, dividends may be paid in cash or property, including shares of stock or other securities of the Corporation.
ARTICLE XIII – FISCAL YEAR
The fiscal year of the Corporation shall be the period selected by the Board of Directors as the fiscal year. Unless and until changed by the Board of Directors, the fiscal year of the Corporation shall end on June 30 of each year.
ARTICLE XIV – SEAL
The corporate seal shall have the name of the Corporation and the word, SEAL inscribed thereon. It may be a facsimile, engraved, printed or impressioned.
ARTICLE XV – STOCK IN OTHER CORPORATIONS
Shares of stock in other corporations held by the Corporation shall be voted by such officer or officers or other agent of the Corporation as the Board of Directors shall from time to time designate for the purpose or by a proxy thereunto duly authorized by said Board.
ARTICLE XVI – AMENDMENTS; PROTECTION OF ASSETS
>Section 1. Amendments. These By-laws may be altered, amended or repealed and new By-laws may be adopted either by the Board of Directors or by the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote; provided, however, that the Board of Directors may not alter, amend or repeal any By-law if
(A) the Articles of Incorporation of the Corporation or the Florida Business Corporation Act reserve the power to alter, amend or repeal any By-law exclusively to the shareholders; or
(B) if the shareholders, in amending or repealing any By-law, expressly provide that the By-law is not subject to amendment or repeal by the Board.
>Section 2. Protection of Assets. The encumbrance, sale or transfer of any real property of the Corporation and the issuance of instruments of indebtedness shall not be allowed except upon the authorization by a sixty-six percent (66%) affirmative vote of the Board at which a quorum of sixty-six percent (66%) of the Directors are present.
ARTICLE XVII – PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION
Any provision of the Articles of Incorporation of this Corporation shall, subject to law, control and take precedence over any provision of these By-laws inconsistent therewith.
Certified as of April 30, 2019
Secretary Corey R. Saur
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