(2) Be deemed present in person and vote at a meeting of shareholders whether such meeting isto be held at a designated place or solely by means of remote communication, provided that (A) thecorporation shall implement reasonable measures to verify that each person deemed present andpermitted to vote at the meeting by means of remote communication is a shareholder or proxyholder,(B) the corporation shall implement reasonable measures to provide such shareholders andproxyholders a reasonable opportunity to participate in the meeting and to vote on matterssubmitted to the shareholders, including an opportunity to read or hear the proceedings of themeeting substantially concurrently with such proceedings, and (C) if any shareholder or proxyholdervotes or takes other action at the meeting by means of remote communication, a record of such voteor other action shall be maintained by the corporation.     For purposes of this Section 2.1, “remote communication” shall include (1) telephone or othervoice communications and (2) electronic mail or other form of written or visual electroniccommunications satisfying the requirements of Section 2.11(b).**Section 2.2 Annual Meetings.**     The annual meetings of the shareholders of the corporation, for the purpose of election ofdirectors and for such other business as may lawfully come before it, shall be held on such dateand at such time as may be designated from time to time by the Board of Directors.**Section 2.3 Special Meetings.**     Special Meetings of the shareholders of the corporation may be called, for any purpose orpurposes, by the Chairman of the Board or the President or the Board of Directors at any time.Upon written request of any shareholder or shareholders holding in the aggregate not less than 10%of all of the votes entitled to be cast on any issue proposed to be considered at the SpecialMeeting signed, dated and delivered in person or sent by registered mail to the Chairman of theBoard, President or Secretary of the corporation, the Secretary shall call a special meeting ofshareholders to be held at the principal office of the corporation or at such place and at suchtime as the Secretary may fix, such meeting to be held not less than 10 nor more than 60 days afterthe receipt of such request, and if the Secretary shall neglect or refuse to call such meetingwithin seven days after the receipt of such request, the shareholder making such request may do so.**Section 2.4 Notice of Meetings.**     (a) Except as otherwise provided by law or the corporation’s Articles of Incorporation, asamended, written notice of each meeting of shareholders, specifying the place, if any, date andhour and purpose or purposes of the meeting, and the means of remote communication, if any, bywhich shareholders and proxyholders may be deemed to be present in person and vote at such meetingshall be given not less than 10 nor more than 60 days before the date of the meeting to eachshareholder entitled to vote thereat, directed to his, her or its address as it appears upon thebooks of the corporation; except that where the matter to be acted on is a merger or consolidationof the corporation or a sale, lease or exchange of all or substantially all of its assets, suchnotice shall be given not less than 20 nor more than 60 days prior to such meeting.
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     (b) If at any meeting action is proposed to be taken which, if taken, would entitleshareholders fulfilling the requirements of Section 607.1302 of the Florida Business CorporationAct to an appraisal of the fair value of their shares, the notice of such meeting shall contain astatement of that purpose and to that effect and shall be accompanied by a copy of Sections607.1301 through 607.1333 of the Florida Business Corporation Act.     (c) When a meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time, place, if any, thereof, and the means of remote communication, ifany, by which shareholders and proxyholders may be deemed to be present in person and vote at suchadjourned meeting, are announced at the meeting at which the adjournment is taken unless theadjournment is for more than 30 days, or unless after the adjournment a new record date is fixedfor the adjourned meeting, in which event a notice of the adjourned meeting shall be given to eachshareholder of record entitled to vote at the meeting.     (d) Notice of the time, place and purpose of any meeting of shareholders may be waived inwriting, either before or after such meeting, and, to the extent permitted by law, will be waivedby any shareholder by his attendance thereat, in person or by proxy. Any shareholder so waivingnotice of such meeting shall be bound by the proceedings of any such meeting in all respects as ifdue notice thereof had been given.     (e) Without limiting the manner by which notice otherwise may be given effectively toshareholders, any notice to shareholders given by the corporation under any provision of theFlorida Business Corporation Act, the corporation’s Articles of Incorporation, as amended, or theseAmended and Restated Bylaws shall be effective if given by a form of electronic transmissionconsented to by the shareholder to whom the notice is given. Any such consent shall be revocableby the shareholder by written notice to the corporation. Any such consent shall be deemed revokedif (i) the corporation is unable to deliver by electronic transmission two consecutive noticesgiven by the corporation in accordance with such consent and (ii) such inability becomes known tothe secretary or an assistant secretary of the corporation or to the transfer agent or other personresponsible for the giving of notice; provided, however, the inadvertent failure totreat such inability as a revocation shall not invalidate any meeting or other action. Noticegiven pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimiletelecommunication, when directed to a number at which the shareholder has consented to receivenotice; (2) if by electronic mail, when directed to an electronic mail address at which theshareholder has consented to receive notice; (3) if by a posting on an electronic network togetherwith separate notice to the shareholder of such specific posting, upon the later of (A) suchposting and (B) the giving of such separate notice; and (4) if by any other form of electronictransmission, when directed to the shareholder. An affidavit of the Secretary or an assistantsecretary or of the transfer agent or other agent of the corporation that the notice has been givenby a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of thefacts stated therein. For purposes of these Amended and Restated Bylaws, “electronic transmission”means any form of communication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved and reviewed by a recipient thereof, and that maybe directly reproduced in paper form by such a recipient through an automated process.
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**Section 2.5 Quorum and Voting.**     (a) At all meetings of shareholders except where otherwise provided by law, the corporation’sArticles of Incorporation or these Amended and Restated Bylaws, the presence, in person or by proxyduly authorized, of the holders of a majority of the outstanding shares of stock entitled to voteshall constitute a quorum for the transaction of business. Shares, the voting of which at saidmeeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shallnot be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting ofshareholders may be adjourned, from time to time, by vote of the holders of a majority of theshares represented thereat, but no other business shall be transacted at such meeting. At suchadjourned meeting at which a quorum is present or represented, any business may be transacted whichmight have been transacted at the original meeting. The shareholders present at a duly called orconvened meeting at which a quorum is present may continue to transact business until adjournment,notwithstanding the withdrawal of enough shareholders to leave less than a quorum.     (b) Except as otherwise provided by law, the corporation’s Articles of Incorporation or theseAmended and Restated Bylaws, all action taken by the holders of a majority of the voting powerrepresented at any meeting at which a quorum is present shall be valid and binding upon thecorporation.     (c) Where a separate vote by a class or classes is required, a majority of the outstandingshares of such class or classes present in person or represented by proxy shall constitute a quorumentitled to take action with respect to that vote on that matter, and the affirmative vote of themajority of shares of such class or classes present in person or represented by proxy at themeeting shall be the act of such class.**Section 2.6 Voting Rights.**     (a) Except as otherwise provided by law, only persons in whose names shares entitled to votestand on the stock records of the corporation on the record date for determining the shareholdersentitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in thenames of two or more persons shall be voted or represented in accordance with the determination ofthe majority of such persons, or, if only one of such persons is present in person or representedby proxy, such person shall have the right to vote such shares and such shares shall be deemed tobe represented for the purpose of determining a quorum.     (b) Every person entitled to vote or to execute consents shall have the right to do so eitherin person or by an agent or agents authorized by a written proxy executed by such person or hisduly authorized agent, which proxy shall be filed with the Secretary of the corporation at orbefore the meeting at which it is to be used. Said proxy so appointed need not be a shareholder.No proxy shall be voted on after eleven (11) months from its date unless the proxy provides for alonger period. Unless and until voted, every proxy shall be revocable at the pleasure of theperson who executed it or of his legal representatives or assigns, except in those cases where anirrevocable proxy permitted by statute has been given.
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     (c) Without limiting the manner in which a shareholder may authorize another person or personsto act for him as proxy pursuant to subsection (b) of this section, the following shall constitutea valid means by which a shareholder may grant such authority:          (1) A shareholder may execute a writing authorizing another person or persons to act for himas proxy. Execution may be accomplished by the shareholder or his authorized officer, director,employee or agent signing such writing or causing his or her signature to be affixed to suchwriting by any reasonable means including, but not limited to, by facsimile signature.          (2) A shareholder may authorize another person or persons to act for him as proxy bytransmitting or authorizing the transmission of a telephone, telegram, cablegram or other means ofelectronic transmission to the person who will be the holder of the proxy or to a proxysolicitation firm, proxy support service organization or like agent duly authorized by the personwho will be the holder of the proxy to receive such transmission, provided that any such telephone,telegram, cablegram or other means of electronic transmission must either set forth or be submittedwith information from which it can be determined that the telephone, telegram, cablegram or otherelectronic transmission was authorized by the shareholder. Such authorization can be establishedby the signature of the shareholder on the proxy, either in writing or by a signature stamp orfacsimile signature, or by a number or symbol from which the identity of the shareholder can bedetermined, or by any other procedure deemed appropriate by the inspectors or other persons makingthe determination as to due authorization.     (d) Any copy, facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to subsection (c) of this section may be substituted or used in lieuof the original writing or transmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writing or transmission.**Section 2.7 Voting Procedures and Inspectors of Elections.**     (a) The corporation shall, in advance of any meeting of shareholders, appoint one or moreinspectors to act at the meeting and make a written report thereof. The corporation may designateone or more persons as alternate inspectors to replace any inspector who fails to act. If noinspector or alternate is able to act at a meeting of shareholders, the person presiding at themeeting shall appoint one or more inspectors to act at the meeting. Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oath faithfully to execute theduties of inspector with strict impartiality and according to the best of his, her or its ability.     (b) The inspectors shall (i) ascertain the number of shares outstanding and the voting powerof each, (ii) determine the shares represented at a meeting and the validity of proxies andballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period arecord of the disposition of any challenges made to any determination by the inspectors and (v)certify their determination of the number of shares represented at the meeting and their count ofall votes and ballots. The inspectors may appoint or retain other persons or entities to assistthe inspectors in the performance of the duties of the inspectors.
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     (c) The date and time of the opening and the closing of the polls for each matter upon whichthe shareholders will vote at a meeting shall be announced at the meeting. No ballot, proxies orvotes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors afterthe closing of the polls unless a court of competent jurisdiction, upon application by shareholdersentitled to vote at said meeting shall determine otherwise.     (d) In determining the validity and counting of proxies and ballots, the inspectors shall belimited to an examination of the proxies, any envelopes submitted with those proxies, anyinformation provided in accordance with the Florida Business Corporation Act, ballots and theregular books and records of the corporation, except that the inspectors may consider otherreliable information for the limited purpose of reconciling proxies and ballots submitted by or onbehalf of banks, brokers, their nominees or similar persons which represent more votes than theholder of a proxy is authorized by the record owner to cast or more votes than the shareholderholds of record. If the inspectors consider other reliable information for the limited purposepermitted herein, the inspectors at the time they make their certification pursuant to subsection(b)(v) of this section shall specify the precise information considered by them including theperson or persons from whom they obtained the information, when the information was obtained, themeans by which the information was obtained and the basis for the inspectors’ belief that suchinformation is accurate and reliable.**Section 2.8 List of Shareholders.**     The officer who has charge of the stock ledger of the corporation shall prepare and make, orshall cause to be prepared at least 10 days before every meeting of shareholders, a complete listof the shareholders entitled to vote at said meeting showing the address of and the number ofshares registered in the name of each shareholder. The corporation need not include electronicmail addresses or other electronic contact information on such list. Such list shall be open tothe examination of any shareholder for any purpose germane to the meeting for a period of at least10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that theinformation required to gain access to such list is provided with the notice of the meeting, or(ii) during ordinary business hours at the principal place of business of the corporation. In theevent that the corporation determines to make the list available on an electronic network, thecorporation may take reasonable steps to ensure that such information is available only toshareholders of the corporation. If the meeting is to be held at a place other than the principaloffice of the corporation, the list shall be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any shareholder who is present. If themeeting is to be held solely by means of remote communication, then the list shall also be open tothe examination of any shareholder during the whole time of the meeting on a reasonably accessibleelectronic network, and the information required to access such list shall be provided with thenotice of the meeting.**Section 2.9 Shareholder Proposals at Annual Meetings.**     At an annual meeting of the shareholders, only such business shall be conducted as shall havebeen properly brought before the meeting. To be properly brought before an annual meeting,business must be specified in the notice of meeting (or any supplement thereto) given by or at thedirection of the Board of Directors, otherwise properly brought before the meeting
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by or at the direction of the Board of Directors, or otherwise properly brought before themeeting by a shareholder. In addition to any other applicable requirements for business to beproperly brought before an annual meeting by a shareholder, whether or not the shareholder isseeking to have a proposal included in the corporation’s proxy statement or information statementunder any applicable rule of the Securities and Exchange Commission (the “SEC”), including, but notlimited to, Regulation 14A or Regulation 14C under the Securities and Exchange Act of 1934, asamended (the “Exchange Act”), the shareholder must have given timely notice thereof in writing tothe Secretary of the corporation. To be timely, a shareholder’s notice must be delivered to ormailed and received at the principal executive offices of the corporation not less than 45 days normore than 75 days prior to the date on which the corporation first mailed its proxy materials (or,in the absence of proxy materials, its notice of the meeting) for the previous year’s annualmeeting of shareholders (or the date on which the corporation mails such materials for the currentyear if during the prior year the corporation did not hold an annual meeting or if the date of theannual meeting was changed more than 30 days from the prior year). A shareholder’s notice to theSecretary shall set forth as to each matter the shareholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (ii) the name and record address ofthe shareholder proposing such business, (iii) the class and number of shares of the corporationwhich are beneficially owned by the shareholder, (iv) any material interest of the shareholder insuch business, (v) as to the shareholder giving the notice and any Shareholder Associated Person(as defined below), whether and the extent to which any hedging or other transaction or series oftransactions has been entered into by or on behalf of, or any other agreement, arrangement orunderstanding (including, but not limited to, any short position or any borrowing or lending ofshares of stock) has been made, the effect or intent of which is to mitigate loss or increaseprofit to or manage the risk or benefit of stock price changes for, or to increase or decrease thevoting power of, such shareholder or any such Shareholder Associated Person with respect to anyshare of stock of the corporation (each, a “Relevant Hedge Transaction”), and (vi) as to theshareholder giving the notice and any Shareholder Associated Person, to the extent not set forthpursuant to the immediately preceding clause, (a) whether and the extent to which such shareholderor Shareholder Associated Person has direct or indirect beneficial ownership of any option,warrant, convertible security, stock appreciation right, or similar right with an exercise orconversion privilege or a settlement payment or mechanism at a price related to any class or seriesof shares of the corporation, whether or not such instrument or right shall be subject tosettlement in the underlying class or series of capital stock of the corporation or otherwise, orany other direct or indirect opportunity to profit or share in any profit derived from any increaseor decrease in the value of shares of the corporation (a “Derivative Instrument”), (b) any rightsto dividends on the shares of the corporation owned beneficially by such shareholder that areseparated or separable from the underlying shares of the corporation, (c) any proportionateinterest in shares of the corporation or Derivative Instruments held, directly or indirectly, by ageneral or limited partnership in which such shareholder is a general partner or, directly orindirectly, beneficially owns an interest in a general partner and (d) any performance-related fees(other than an asset-based fee) that such shareholder is entitled to based on any increase ordecrease in the value of shares of the corporation or Derivative Instruments, if any, as of thedate of such notice, including without limitation any such interests held by members of suchshareholder’s immediate family sharing the same household (which information shall be supplementedby such shareholder and beneficial owner, if any, not later
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than 10 days after the record date for the meeting to disclose such ownership as of the recorddate).     For purposes of this Section 2.9 and Section 2.10, “Shareholder Associated Person” of anyshareholder shall mean (i) any person controlling or controlled by, directly or indirectly, oracting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of thecorporation owned of record or beneficially by such shareholder and (iii) any person controlling,controlled by or under common control with such Shareholder Associated Person.     Notwithstanding anything in these Amended and Restated Bylaws to the contrary, no businessshall be conducted at the annual meeting except in accordance with the procedures set forth inSection 2.1 and this Section 2.9; provided, however, that nothing in this Section2.9 shall be deemed to preclude discussion by any shareholder of any business properly broughtbefore the annual meeting in accordance with said procedure.     The Chairman of an annual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordance with the provisionsof Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to themeeting, and any such business not properly brought before the meeting shall not be transacted.     Nothing in this Section 2.9 shall affect the right of a shareholder to request inclusion of aproposal in the corporation’s proxy statement or information statement to the extent that suchright is provided by an applicable rule of the SEC.**Section 2.10 Nominations of Persons for Election to the Board of Directors.**     In addition to any other applicable requirements, only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors. Nominations of personsfor election to the Board of Directors of the corporation may be made at a meeting of shareholdersby or at the direction of the Board of Directors, by any nominating committee or person appointedby the Board of Directors or by any shareholder of the corporation entitled to vote for theelection of directors at the meeting who complies with the notice procedures set forth in thisSection 2.10. Such nominations, other than those made by or at the direction of the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretary of the corporation,which shall be the exclusive means for a shareholder to make nominations whether or not theshareholder is seeking to have a proposal included in the corporation’s proxy statement orinformation statement under an applicable rule of the SEC, including, but not limited to,Regulation 14A or Regulation 14C under the Exchange Act. To be timely, a shareholder’s notice mustbe delivered to or mailed and received at the principal executive offices of the corporation, notless than 45 days nor more than 75 days prior to the date on which the corporation first mailed itsproxy materials (or, in the absence of proxy materials, its notice of the meeting) for the previousyear’s annual meeting of shareholders (or the date on which the corporation mails such materialsfor the current year if during the prior year the corporation did not hold an annual meeting or ifthe date of the annual meeting was changed more than 30 days from the prior year). Suchshareholder’s notice shall set forth (a) as to each person whom the shareholder proposes tonominate for election or re-election as a director, (i) the name, age,
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business address and residence address of the person, (ii) the principal occupation oremployment of the person, (iii) the class and number of shares of the corporation which arebeneficially owned by the person, and (iv) any other information relating to the person that isrequired to be disclosed in solicitations for proxies for election of directors pursuant toRegulation 14A under the Exchange Act; (b) as to the shareholder giving the notice, (i) the nameand record address of the shareholder, and (ii) the class and number of shares of the corporationwhich are beneficially owned by the shareholder; (c) as to the shareholder giving the notice andany Shareholder Associated Person (as defined in Section 2.9), to the extent not set forth pursuantto the immediately preceding clause, whether and the extent to which any Relevant Hedge Transaction(as defined in Section 2.9) has been entered into, and (d) as to the shareholder giving the noticeand any Shareholder Associated Person, (1) whether and the extent to which any DerivativeInstrument (as defined in Section 2.9) is directly or indirectly beneficially owned, (2) any rightsto dividends on the shares of the corporation owned beneficially by such shareholder that areseparated or separable from the underlying shares of the corporation, (3) any proportionateinterest in shares of the corporation or Derivative Instruments held, directly or indirectly, by ageneral or limited partnership in which such shareholder is a general partner or, directly orindirectly, beneficially owns an interest in a general partner and (4) any performance-related fees(other than an asset-based fee) that such shareholder is entitled to based on any increase ordecrease in the value of shares of the corporation or Derivative Instruments, if any, as of thedate of such notice, including without limitation any such interests held by members of suchshareholder’s immediate family sharing the same household (which information shall be supplementedby such shareholder and beneficial owner, if any, not later than 10 days after the record date forthe meeting to disclose such ownership as of the record date). The corporation may require anyproposed nominee to furnish such other information as may reasonably be required by the corporationto determine the eligibility of such proposed nominee to serve as a director of the corporation.No person shall be eligible for election as a director of the corporation unless nominated inaccordance with the procedures set forth herein. These provisions shall not apply to nomination ofany persons entitled to be separately elected by holders of preferred stock.     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meetingthat a nomination was not made in accordance with the foregoing procedure, and if he should sodetermine, he shall so declare to the meeting and the defective nomination shall be disregarded.**Section 2.11 Fixing Record Dates.**     (a) In order that the corporation may determine the shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix arecord date, which record date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, and which record date shall not be more than 60nor less than 10 days before the date of such meeting. If no record date is fixed by the Board ofDirectors, the record date for determining shareholders entitled to notice of or to vote at ameeting of shareholders shall be at the close of business on the day next preceding the day onwhich notice is given, or, if notice is waived, at the close of business on the day next precedingthe date on which the meeting is held. A determination of shareholders of record entitled noticeof or to vote at a meeting of shareholders shall apply to any adjournment of the meeting;
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provided, however, that the Board of Directors may fix a new record date forthe adjourned meeting.     (b) In order that the corporation may determine the shareholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or the shareholders entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date is adopted, and which recorddate shall be not more than 60 days prior to such action. If no record date is fixed, the recorddate for determining shareholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.**ARTICLE III****DIRECTORS****Section 3.1 Number and Term of Office.**     The number of directors which shall constitute the whole of the Board of Directors shall befixed from time to time by resolution of the Board of Directors. With the exception of the firstBoard of Directors, which was elected by the incorporators, and except as provided in Section 3.3of this Article III, the directors shall be elected by a plurality vote of the shares representedin person or by proxy at the shareholders annual meeting in each year and entitled to vote on theelection of directors. Elected directors shall hold office until the next annual meeting and untiltheir successors shall be duly elected and qualified. Directors need not be shareholders. If, forany cause, the Board of Directors shall not have been elected at an annual meeting, they may beelected as soon thereafter as convenient at a special meeting of the shareholders called for thatpurpose in the manner provided in these Amended and Restated Bylaws.**Section 3.2 Powers.**     The powers of the corporation shall be exercised, its business conducted and its propertycontrolled by or under the direction of the Board of Directors.**Section 3.3 Vacancies.**     Vacancies and newly created directorships resulting from any increase in the authorized numberof directors may be filled by a majority of the directors then in office, although less than aquorum, or by a sole remaining director, and each director so elected shall hold office for theunexpired portion of the term of the director whose place shall be vacant and until his successorshall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed toexist under this section in the case of the death, removal or resignation of any director, or ifthe shareholders fail at any meeting of shareholders at which directors are to be elected(including any meeting referred to in Section 3.4 below) to elect the number of directors thenconstituting the whole Board.
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**Section 3.4 Resignations and Removals.**     (a) Any director may resign at any time by delivering his resignation to the Secretary inwriting or by electronic transmission, such resignation to specify whether it will be effective ata particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. Ifno such specification is made it shall be deemed effective at the pleasure of the Board ofDirectors. When one or more directors shall resign from the Board effective at a future date, amajority of the directors then in office, including those who have so resigned (prior to theresignation being in effect), shall have power to fill such vacancy or vacancies, the vote thereonto take effect when such resignation or resignations shall become effective, and each director sochosen shall hold office for the unexpired portion of the term of the director whose place shall bevacated and until his successor shall have been duly elected and qualified.     (b) At a special meeting of shareholders called for the purpose in the manner hereinaboveprovided, the Board of Directors or any individual director may be removed from office, with orwithout cause, and a new director or directors elected by a vote of shareholders holding a majorityof the outstanding shares entitled to vote at an election of directors.**Section 3.5 Meetings.**     (a) The annual meeting of the Board of Directors shall be held immediately after the annualshareholders’ meeting and at the place where such meeting is held or at the place announced by theChairman at such meeting. No notice of an annual meeting of the Board of Directors shall benecessary, and such meeting shall be held for the purpose of electing officers and transacting suchother business as may lawfully come before it.     (b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shallbe held in the principal office of the corporation. Regular meetings of the Board of Directors mayalso be held at any place, within or without the United States, as determined by the Chairman ofthe Board or by the written consent of all directors.     (c) Special meetings of the Board of Directors may be held at any time and place within orwithout the State of Florida whenever called by the Chairman of the Board or, if there is noChairman of the Board, by the Chief Executive Officer, or by any of the directors.     (d) Written notice of the time and place of all regular and special meetings of the Board ofDirectors shall be delivered personally to each director or sent by telegram or facsimiletransmission or other form of electronic transmission at least 48 hours before the start of themeeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice ofany meeting may be waived in writing at any time before or after the meeting and will be waived byany director by attendance thereat.**Section 3.6 Quorum and Voting.**     (a) A quorum of the Board of Directors shall consist of a majority of the exact number ofdirectors fixed from time to time in accordance with Section 3.1 of Article III of these Bylaws,but not less than one; provided, however, at any meeting whether a quorum bepresent or otherwise, a majority of the directors present may adjourn from time to time until thetime
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fixed for the next regular meeting of the Board of Directors, without notice other than byannouncement at the meeting.     (b) At each meeting of the Board at which a quorum is present, all questions and businessshall be determined by a vote of a majority of the directors present, unless a different vote berequired by law, the corporation’s Articles of Incorporation or these Amended and Restated Bylaws.     (c) Any member of the Board of Directors, or of any committee thereof, may participate in ameeting by means of conference telephone or other communication equipment by means of which allpersons participating in the meeting can hear each other, and participation in a meeting by suchmeans shall constitute presence in person at such meeting.     (d) The transactions of any meeting of the Board of Directors, or any committee thereof,however called or noticed, or wherever held, shall be as valid as though had at a meeting duly heldafter regular call and notice if a quorum be present and if, either before or after the meeting,each of the directors not present shall sign a written waiver of notice, or a consent to holdingsuch meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shallbe filed with the corporate records or made a part of the minutes of the meeting.**Section 3.7 Action Without Meeting.**     Unless otherwise restricted by the corporation’s Articles of Incorporation or these Amendedand Restated Bylaws, any action required or permitted to be taken at any meeting of the Board ofDirectors or of any committee thereof may be taken without a meeting, if all members of the Boardor of such committee, as the case may be, consent thereto in writing or by electronic transmission,and such writing or writings or electronic transmission or transmissions are filed with the minutesof proceedings of the Board or committee. Such filing shall be in paper form if the minutes aremaintained in paper form and shall be in electronic form if the minutes are maintained inelectronic form.**Section 3.8 Fees and Compensation.**     Directors and members of committees may receive such compensation, if any, for their services,and such reimbursement for expenses, as may be fixed or determined by resolution of the Board ofDirectors.**Section 3.9 Committees.**     (a) **Other Committees:**The Board of Directors may, from time to time, appoint such committeesas may be permitted by law. Such other committees appointed by the Board of Directors shall havesuch powers and perform such duties as may be prescribed by the resolution or resolutions creatingsuch committee.     (b) **Term:**The terms of members of all committees of the Board of Directors shall expire onthe date of the next annual meeting of the Board of Directors following their appointment;provided, that they shall continue in office until their successors are appointed. TheBoard of Directors, subject to the provisions of subsection (a) of this Section 3.9, may at any
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time increase or decrease the number of members of a committee or terminate the existence of acommittee; provided, that no committee shall consist of less than one member. Themembership of a committee member shall terminate on the date of his death or voluntary resignation,but the Board may at any time for any reason remove any individual committee member and the Boardmay fill any committee vacancy created by death, resignation, removal or increase in the number ofmembers of the committee. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member at any meeting of thecommittee, and, in addition, in the absence or disqualification of any member of a committee, themember or members thereof present at any meeting and not disqualified from voting, whether or notsuch member or members constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any such absent or disqualified member.     (c) **Meetings:**Unless the Board of Directors shall otherwise provide, regular meetings of thecommittees appointed pursuant to this Section 3.9 shall be held at such times and places as aredetermined by the Board of Directors, or by any such committee, and when notice thereof has beengiven to each member of such committee, no further notice of such regular meetings need be giventhereafter; special meetings of any such committee may be held at the principal office of thecorporation required to be maintained pursuant to Section 1.2 of Article I hereof; or at any placewhich has been designated from time to time by resolution of such committee or by written consentof all members thereof, and may be called by any director who is a member of such committee uponwritten notice to the members of such committee of the time and place of such special meeting givenin the manner provided for the giving of written notice to members of the Board of Directors of thetime and place of special meetings of the Board of Directors. Notice of any special meeting of anycommittee may be waived in writing at any time after the meeting and will be waived by any directorby attendance thereat. A majority of the authorized number of members of any such committee shallconstitute a quorum for the transaction of business, and the act of a majority of those present atany meeting at which a quorum is present shall be the act of such committee.**ARTICLE IV****OFFICERS****Section 4.1 Officers Designated.**     The officers of the corporation shall be a President, a Secretary and a Treasurer. The Boardof Directors or the President may also appoint a Chairman of the Board, a chief executive officer,chief financial officer, one or more Vice-Presidents, assistant secretaries, assistant treasurers,and such other officers and agents with such powers and duties as the Board of Directors or thePresident shall deem appropriate or necessary. The order of the seniority of the Vice- Presidentsshall be in the order of their nomination unless otherwise determined by the Board of Directors.The Board of Directors may assign such additional titles to one or more of the officers as theyshall deem appropriate. Any one person may hold any number of offices of the corporation at anyone time unless specifically prohibited therefrom by law. The salaries and other compensation ofthe officers of the corporation shall be fixed by or in the manner designated by the Board ofDirectors, or a committee thereof.
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**Section 4.2 Tenure and Duties of Officers.**     (a) **General:**All officers shall hold office at the pleasure of the Board of Directors anduntil their successors shall have been duly elected and qualified, unless sooner removed. Anyofficer elected or appointed by the Board of Directors may be removed at any time by the Board ofDirectors. If the office of any officer becomes vacant for any reason, the vacancy may be filledby the Board of Directors. Nothing in these Amended and Restated Bylaws shall be construed ascreating any kind of contractual right to employment with the corporation.     (b) **Duties of the Chairman of the Board of Directors:**The Chairman of the Board of Directors(if there be such an officer appointed) when present shall preside at all meetings of theshareholders and the Board of Directors. The Chairman of the Board of Directors shall perform suchother duties and have such other powers as the Board of Directors shall designate from time totime.     (c) **Duties of President:**The President shall be the chief executive officer of thecorporation in the absence of the Chairman of the Board and shall preside at all meetings of theshareholders and at all meetings of the Board of Directors, unless the Chairman of the Board ofDirectors has been appointed and is present. The President shall perform such other duties andhave such other powers as the Board of Directors shall designate from time to time.     (d) **Duties of Vice-Presidents:**The Vice-Presidents, in the order of their seniority, mayassume and perform the duties of the President in the absence or disability of the President orwhenever the office of the President is vacant. The Vice-President shall perform such other dutiesand have such other powers as the Board of Directors or the President shall designate from time totime.     (e) **Duties of Secretary:**The Secretary shall attend all meetings of the shareholders and ofthe Board of Directors and each committee thereof, and shall record all acts and proceedingsthereof in the minute book of the corporation, which may be maintained in either paper orelectronic form. The Secretary shall give notice, in conformity with these Amended and RestatedBylaws, of all meetings of the shareholders and of all meetings of the Board of Directors and anyCommittee thereof requiring notice. The Secretary shall perform such other duties and have suchother powers as the Board of Directors shall designate from time to time. The President may directany assistant secretary to assume and perform the duties of the Secretary in the absence ordisability of the Secretary, and each assistant secretary shall perform such other duties and havesuch other powers as the Board of Directors or the President shall designate from time to time.     (f) **Duties of Treasurer:**The Treasurer shall keep or cause to be kept the books of account ofthe corporation in a thorough and proper manner, and shall render statements of the financialaffairs of the corporation in such form and as often as required by the Board of Directors or thePresident. The Treasurer, subject to the order of the Board of Directors, shall have the custodyof all funds and securities of the corporation. The Treasurer shall perform all other dutiescommonly incident to his office and shall perform such other duties and have such other powers asthe Board of Directors or the President shall designate from time to time. The President maydirect any assistant treasurer to assume and perform the duties of the Treasurer in
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the absence or disability of the Treasurer, and each assistant treasurer shall perform suchother duties and have such other powers as the Board of Directors or the President shall designatefrom time to time.**ARTICLE V****EXECUTION OF CORPORATE INSTRUMENTS, AND**