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ARTICLE VI - Indemnification
The corporation shall indemnify any present or former
officer or director, or person exercising powers a~d duties of ~
a director, to the full extent permitted by law.
ARTiCLE VIi - By-Laws
The power to adopt , al ter , amend or repeal By-Lews shal l
be vested i~ .the Boerd of Directors and the shareholders, but
the Board of Mrectors may not alter, amend or repeal any
By-Laws adopted by the shareholders if the shareholders provide
that such By-Laws shall not be altered, amended or repealed by
the Board of Directors.
ARTICLE VIII - Amendments
Amendments to the Articles of Incorporation shall be E
proposed and adopted in the following manner: ~
1. Notice of the sub3ect matter of a proposed amendment
shall be included in the notice of any meeting at which a
proposed amendment is considered. ~
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k
2. A resolution for the edoption of a proposed amendment
i }
may be proposed~either by the Board of Directors or by a ~
~ . ~
~ shareholder of the corporation. Directors and shareholders not
~ present in person or by proxy at the meeting considering the
,
emendment may express their approval in writing, provided such
approval is delivered to the Secretary at or prior to the
meeting. Except as elsewhere provided, such approvals must be,
~(a) by not less than 75~ of the entire membership of
the Board of Directors and by holders of not less than 75~
o.f the outstanding voting atock of the corporation or
;
(b) by holders of not less than 80~ of the outstand- -
ing voting stock of the corporation.
3. No amendment shall make any chenges in the
qualifications for membership nor in~the voting rights of
~ - 3 - ~ :
a~~388 PA~E 9 4
JOROEN. MELROSE 6 SCMU[TTE. R A., NINTM iLOOR. IsO~ BRICKELL AvENUE. MtAM1. FLORIDA 33131 • TELEPMON[ (305) 373-~571