**Exhibit 3.2****THIRD AMENDED AND RESTATED****BYLAWS****OF****APPLICA INCORPORATED****(A Florida Corporation)**
 

 
**INDEX**               **Page**       **Number** ARTICLE ONE - OFFICES  1   Section 1.    Registered Office  1   Section 2.    Other Offices  1          ARTICLE TWO - MEETINGS OF SHAREHOLDERS  1   Section 1.    Place  1   Section 2.    Time of Annual Meeting  1   Section 3.    Call of Special Meetings  1   Section 4.    Conduct of Meetings  1   Section 5.    Notice and Waiver of Notice  2   Section 6.    Notice Requirements for Director Nominations and Shareholder Proposals  2   Section 7.    Business of Special Meeting  4   Section 8.    Quorum  4   Section 9.    Voting Per Share  4   Section 10.  Voting of Shares  4   Section 11.  Proxies  5   Section 12.  Shareholder List  5   Section 13.  Action Without Meeting  6   Section 14.  Fixing Record Date  6   Section 15.  Inspectors and Judges  6          ARTICLE THREE - DIRECTORS  7   Section 1.    Number, Election and Term  7   Section 2.    Removal  7   Section 3.    Vacancies  7   Section 4.    Powers  7   Section 5.    Place of Meetings  7   Section 6.    Annual Meeting  8   Section 7.    Regular Meetings  8   Section 8.    Special Meetings and Notice  8   Section 9.    Quorum; Required Vote; Presumption of Assent  8   Section 10.  Action Without Meeting  8   Section 11.  Conference Telephone or Similar Communications Equipment Meetings  9   Section 12.  Committees  9   Section 13.  Compensation of Directors  9   Section 14.  Chairman of the Board  9 
 

 
         ARTICLE FOUR - OFFICERS  9   Section 1.    Positions  9   Section 2.    Election of Specified Officers by Board  10   Section 3.    Election or Appointment of Other Officers  10   Section 4.    Salaries  10   Section 5.    Term; Resignation  10   Section 6.    Chief Executive Officer  10   Section 7.    President  10   Section 8.    Senior Vice Presidents and Vice Presidents  11   Section 9.    Secretary  11   Section 10.  Chief Financial Officer  11          ARTICLE FIVE - CERTIFICATES FOR SHARES  11   Section 1.    Issue of Certificates  11   Section 2.    Legends for Preferences and Restrictions on Transfer  11   Section 3.    Facsimile Signatures  12   Section 4.    Lost Certificates  12   Section 5.    Transfer of Shares  12   Section 6.    Registered Shareholders  12   Section 7.    Redemption of Control Shares  13          ARTICLE SIX - MISCELLANEOUS PROVISIONS  13   Section 1.    Dividends  13   Section 2.    Reserves  13   Section 3.    Checks  13   Section 4.    Fiscal Year  13   Section 5.    Seal  13          ARTICLE SEVEN - AMENDMENTS OF BYLAWS  13          ARTICLEEIGHT - INDEMNIFICATION  14 
 

 
**APPLICA INCORPORATED****THIRD AMENDED AND RESTATED BYLAWS****ARTICLE ONE****OFFICES**     Section 1. Registered Office. The registered office of APPLICA INCORPORATED, aFlorida corporation (the “Corporation”), shall be located in the State of Florida, unless otherwisedesignated by the Board of Directors of the Corporation (the “Board of Directors”).     Section 2. Other Offices. The Corporation may also have offices at such other places,either within or outside the State of Florida, as the Board of Directors may from time to timedetermine or as the business of the Corporation may require.**ARTICLE TWO****MEETINGS OF SHAREHOLDERS**     Section 1. Place. All annual meetings of shareholders shall be held at such place,within or outside the State of Florida, as may be designated by the Board of Directors and statedin the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings ofshareholders may be held at such place, within or outside the State of Florida, and at such time asshall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.     Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held onsuch date and at such time fixed, from time to time, by the Board of Directors, provided that thereshall be an annual meeting held every year at which the shareholders shall elect members of theBoard of Directors and transact such other business as may properly be brought before the meeting.     Section 3. Call of Special Meetings. Special meetings of the shareholders shall beheld if called upon the written request of the Chairman of the Board, the Chief Executive Officer,the President or a majority of the Board of Directors acting without a meeting, or if the holdersof not less than ten percent (10%) of all the shares entitled to vote at the meeting sign, date,and deliver to the Secretary one or more written demands for the meeting describing the purpose orpurposes for which it is to be held. The Board of Directors shall fix the record date for and theplace, date and hour of, the meeting, and the Secretary shall give notice of such meeting and theplace, day and hour and the purpose or purposes thereof to the shareholders entitled thereto. TheBoard of Directors of the Corporation may delay calling a shareholder-initiated special meeting ofshareholders to elect directors or to vote upon a pending merger proposal for such period of timeas is reasonably necessary.     Section 4. Conduct of Meetings. The Chairman of the Board (or in his absence, thePresident or such other designee of the Chairman of the Board) shall preside at the annual and
 

 
special meetings of shareholders and shall be given full discretion in establishing the rulesand procedures to be followed in conducting the meetings, except as otherwise provided by law or inthese Bylaws.     Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, writtenor printed notice stating the place, day and hour of the meeting and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called, shall be delivered not less thanten nor more than 60 days before the day of the meeting, either personally or by first-class mail,by or at the direction of the President, the Secretary, or the officer or person calling themeeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailedat least 30 days before the date of the meeting, it may be done by a class of United States mailother than first-class. If mailed, such notice shall be deemed to be delivered when deposited inthe United States mail addressed to the shareholder at his or her address as it appears on thestock transfer books of the Corporation, with postage thereon prepaid. If a meeting is adjournedto another time and/or place, and if an announcement of the adjourned time and/or place is made atthe meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board ofDirectors, after adjournment, fixes a new record date for the adjourned meeting. Whenever anynotice is required to be given to any shareholder, a waiver thereof in writing signed by the personor persons entitled to such notice, whether signed before, during or after the time of the meetingstated therein, and delivered to the Corporation for inclusion in the minutes or filing with thecorporate records, shall be equivalent to the giving of such notice. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the shareholders need bespecified in any written waiver of notice. Attendance of a person at a meeting shall constitute awaiver of (a) lack of or defective notice of such meeting, unless the person objects at thebeginning to the holding of the meeting or the transacting of any business at the meeting, or (b)lack of defective notice of a particular matter at a meeting that is not within the purpose orpurposes described in the meeting notice, unless the person objects to considering such matter whenit is presented.     Section 6. Notice Requirements for Director Nominations and Shareholder Proposals.     (a) Only persons who are nominated in accordance with the procedures set forth in these Bylawsshall be eligible to serve as directors. Nominations of persons for election to the Board ofDirectors of the Corporation may be made at a meeting of shareholders (i) by or at the direction ofthe Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of recordat the time of giving of notice provided for in this Bylaw, who shall be entitled to vote for theelection of directors at the meeting and who complies with the notice procedures set forth in thisBylaw.     (b) Nominations by shareholders shall be made pursuant to timely notice in writing to theSecretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailedand received at the principal executive offices of the Corporation (a) in the case of an annualmeeting, not less than 90 days nor more than 120 days prior to the first anniversary of the date ofthe notice of preceding year’s annual meeting; provided, however, that in the eventthat the date of the annual meeting is changed by more than 30 days from such anniversary date,
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notice by the shareholder to be timely must be so received not later than the close ofbusiness on the tenth day following the earlier of the day on which notice of the date of themeeting was mailed or public disclosure was made, and (b) in the case of a special meeting at whichdirectors are to be elected, not later than the close of business on the tenth day following theearlier of the day on which notice of the date of the meeting was mailed or public disclosure wasmade.     (c) Such shareholder’s notice shall set forth (i) as to each person whom the shareholderproposes to nominate for election or reelection as a director all information relating to suchperson that is required to be disclosed in solicitations of proxies for elections of directors, oris otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (including such person’s written consent to being named in the proxy statement asa nominee and to serving as a director if elected); (ii) as to the shareholder giving the notice(A) the name and address, as they appear on the Corporation’s books, of such shareholder and (B)the class and number of shares of the Corporation which are beneficially owned by such shareholderand also which are owned by such shareholder and also which are owned of record by suchshareholder; and (iii) as to the beneficial owner, if any, on whose behalf the nomination is made,(A) the name and address of such person and (B) the class and number of shares of the Corporationwhich are beneficially owned by such person. At the request of the Board of Directors, any personnominated by the Board of Directors for election as a director shall furnish to the Secretary ofthe Corporation that information required to be set forth in a shareholder’s notice of nominationwhich pertains to the nominee.     (d) At an annual meeting of the shareholders, only such business shall be conducted as shallhave been brought before the meeting (i) pursuant to the Corporation’s notice of meeting, (ii) byor at the direction of the Board of Directors or (iii) by any shareholder of the Corporation who isa shareholder of record at the time of giving of the notice provided for in this Bylaw, who shallbe entitled to vote at such meeting and who complies with the notice procedures set forth in thisBylaw.     (e) For business to be properly brought before an annual meeting by a shareholder pursuant toclause (iii) of paragraph (d) of this Bylaw the shareholder must have given timely notice thereofin writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must bedelivered to or mailed and received at the principal executive offices of the Corporation not lessthan 90 days nor more than 120 days prior to the first anniversary of the date of the notice of thepreceding year’s annual meeting; provided, however, that in the event that the dateof the meeting is changed by more than 30 days from such anniversary date, to be timely, notice bythe shareholder must be received no later than the close of business on the tenth day following theearlier of the day on which notice of the date of the meeting was mailed or public disclosure wasmade. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholderproposes to bring before the meeting (i) a brief description of the business desired to be broughtbefore the meeting and the reasons for conducting such business at the meeting, (ii) the name andaddress, as they appear on the Corporation’s books, of the shareholder proposing such business, andthe name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii)the class and number of shares of the Corporation which are owned beneficially and of record bysuch shareholder of record and by the beneficial owner,
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if any, on whose behalf the proposal is made and (iv) any material interest of such shareholder of recordand the beneficial owner, if any, on whose behalf the proposal is made in such business.     (f) Notwithstanding anything in these Bylaws to the contrary, no business shall be conductedat an annual meeting except in accordance with the procedures set forth in this Bylaw.Additionally, no person shall be eligible to serve as a director of the Corporation unlessnominated in accordance with the procedures set forth in this Bylaw. The Chairman of the meetingshall, if the facts warrant, determine and declare to the meeting that (1) the business was notproperly brought before the meeting and in accordance with the procedures prescribed by this Bylawor (2) a nomination was not made in accordance with the procedures prescribed by these Bylaws. Ifthe Chairman should so determine, he or she shall so declare to the meeting and any such businessnot properly brought before the meeting shall not be transacted or the defective nomination shallbe disregarded. Notwithstanding the foregoing provisions of this Bylaw, a shareholder shall alsocomply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and therules and regulations thereunder with respect to the matters set forth in this Bylaw.     Section 7. Business of Special Meeting. Business transacted at any special meetingshall be confined to the purposes stated in the notice thereof.     Section 8. Quorum. Shares entitled to vote as a separate voting group may take actionon a matter at a meeting only if a quorum of those shares exists with respect to that matter.Except as otherwise provided in the Articles of Incorporation or Bylaws, a majority of the sharesentitled to vote on the matter by each voting group, represented in person or by proxy, shallconstitute a quorum at any meeting of shareholders, but in no event shall a quorum consist of lessthan one-third of the shares of each voting group entitled to vote. If less than a majority ofoutstanding shares entitled to vote are represented at a meeting, a majority of the shares sorepresented may adjourn the meeting from time to time without further notice. After a quorum hasbeen established at any shareholders’ meeting, the subsequent withdrawal of shareholders, so as toreduce the number of shares entitled to vote at the meeting below the number required for a quorum,shall not affect the validity of any action taken at the meeting or any adjournment thereof. Oncea share is represented for any purpose at a meeting, it is deemed present for quorum purposes forthe remainder of the meeting and for any adjournment of that meeting unless a new record date is ormust be set for that adjourned meeting.     Section 9. Voting Per Share. Except as otherwise provided in the Articles ofIncorporation or by law, each shareholder is entitled to one vote for each outstanding share heldby him or her on each matter voted at a shareholders’ meeting.     Section 10. Voting of Shares. A shareholder may vote at any meeting of shareholdersof the Corporation, either in person or by proxy. Shares standing in the name of a corporation,domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws of suchcorporate shareholder or, in the absence of any applicable bylaw, by such person or persons as theboard of directors of the corporate shareholder may designate. In the absence of any suchdesignation, or, in case of conflicting designation by the corporate shareholder, the chairman ofthe board, the president, any vice president, the secretary and the treasurer of the corporate
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shareholder, in that order, shall be presumed to be fully authorized to vote such shares.Shares held by an administrator, executor, guardian, personal representative, or conservator may bevoted by such person, either in person or by proxy, without a transfer of such shares into his orher name. Shares standing in the name of a trustee may be voted by such trustee, either in personor by proxy, but no trustee shall be entitled to vote shares held by him or her without a transferof such shares into his or her name or the name of his or her nominee. Shares held by or under thecontrol of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit ofcreditors may be voted by such person without the transfer thereof into his or her name. If sharesstand of record in the names of two or more persons, whether fiduciaries, members of a partnership,joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more personshave the same fiduciary relationship respecting the same shares, unless the Secretary of theCorporation is given notice to the contrary and is furnished with a copy of the instrument or orderappointing them or creating the relationship wherein it is so provided, then acts with respect tovoting shall have the following effect: (a) if only one votes, in person or by proxy, suchperson’s act binds all; (b) if more than one vote, in person or by proxy, the act of the majorityso voting binds all; (c) if more than one vote, in person or by proxy, but the vote is evenly spliton any particular matter, each faction is entitled to vote the share or shares in questionproportionally; or (d) if the instrument or order so filed shows that any such tenancy is held inunequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or avote evenly split in interest. The principles of this paragraph shall apply, insofar as possible,to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining thepresence of a quorum.     Section 11. Proxies. Any shareholder of the Corporation, other person entitled tovote on behalf of a shareholder pursuant to law, or attorney-in-fact for such persons may vote theshareholder’s shares in person or by proxy. Any shareholder of the Corporation may appoint a proxyto vote or otherwise act for such shareholder by signing an appointment form, either personally orby his or her attorney-in-fact. An executed facsimile appearing to have been transmitted by suchperson, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall bedeemed a sufficient appointment form. An appointment of a proxy is effective when received by theSecretary of the Corporation or such other officer or agent which is authorized to tabulate votes,and shall be valid for up to 11 months, unless a longer period is expressly provided in theappointment form. The death or incapacity of the shareholder appointing a proxy does not affectthe right of the Corporation to accept the proxy’s authority unless notice of the death orincapacity is received by the secretary or other officer or agent authorized to tabulate votesbefore the proxy exercises his or her authority under the appointment. An appointment of a proxyis revocable by the shareholder unless the appointment is coupled with an interest.     Section 12. Shareholder List. After fixing a record date for a meeting ofshareholders, the Corporation shall prepare an alphabetical list of the names of all itsshareholders who are entitled to notice of the meeting, arranged by voting group with the addressof, and the number and class and series, if any, of shares held by each. The shareholders’ listmust be available for inspection by any shareholder for a period of ten days prior to the meetingor such shorter time as exists between the record date and the meeting and continuing through themeeting at the Corporation’s principal office, at a place identified in the meeting notice in thecity where the
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meeting will be held, or at the office of the Corporation’s transfer agent or registrar. Anyshareholder of the Corporation or his or her agent or attorney is entitled on written demand toinspect the shareholders’ list (subject to the requirements of law), during regular business hoursand at such shareholder’s expense, during the period it is available for inspection. TheCorporation shall make the shareholders’ list available at the meeting of shareholders, and anyshareholder or his or her agent or attorney is entitled to inspect the list at any time during themeeting or any adjournment.     Section 13. Action Without Meeting. Any action required or permitted to be taken bythe shareholders of the Corporation must be taken at a duly called annual or special meeting ofshareholders of the Corporation. No shareholder action may be taken by a consent in writing.     Section 14. Fixing Record Date. For the purpose of determining shareholders entitledto notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled toreceive payment of any dividend, or in order to make a determination of shareholders for any otherproper purposes, the Board of Directors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than 60 days, and, in case of ameeting of shareholders, not less than ten days, prior to the date on which the particular actionrequiring such determination of shareholders is to be taken. If no record date is fixed for thedetermination of shareholders entitled to notice of or to vote at a meeting of shareholders, orshareholders entitled to receive payment of a dividend, the date on which the notice of the meetingis mailed or the date on which the resolutions of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination of shareholders. Whena determination of shareholders entitled to vote at any meeting of shareholders has been made asprovided in this Section 14, such determination shall apply to any adjournment thereof, exceptwhere the Board of Directors fixes a new record date for the adjourned meeting or as required bylaw.     Section 15. Inspectors and Judges. The Board of Directors in advance of any meetingmay, but need not, appoint one or more inspectors of election or judges of the vote, as the casemay be, to act at the meeting or any adjournment(s) thereof. If any inspector or inspectors, orjudge or judges, are not appointed, the person presiding at the meeting may, but need not, appointone or more inspectors or judges. In case any person who may be appointed as an inspector or judgefails to appear or act, the vacancy may be filled by the Board of Directors in advance of themeeting, or at the meeting by the person presiding thereat. The inspectors or judges, if any,shall determine the number of shares of stock outstanding and the voting power of each, the sharesof stock represented at the meeting, the existence of a quorum, the validity and effect of proxies,and shall receive votes, ballots and consents, hear and determine all challenges and questionsarising in connection with the right to vote, count and tabulate votes, ballots and consents,determine the result, and do such acts as are proper to conduct the election or vote with fairnessto all shareholders. On request of the person presiding at the meeting, the inspector orinspectors or judge or judges, if any, shall make a report in writing of any challenge, question ormatter determined by them, and execute a certificate of any fact found by them.
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**ARTICLE THREE****DIRECTORS**     Section 1. Number, Election and Term. The business of the Corporation shall bemanaged by a Board of Directors who need not be shareholders of the Corporation. The number ofDirectors shall be determined from time to time by resolution of the majority of the Board ofDirectors. The Board of Directors shall be divided into three classes, designated Class I, ClassII and Class III, as nearly equal in number as possible. The terms of office of directors of oneclass shall expire at each annual meeting of shareholders, and in all cases as to each directoruntil his successor shall be elected and shall qualify, or until his earlier resignation, removalfrom office, death or incapacity. If the number of directors is changed, any increase or decreasein directors shall be apportioned among the classes so as to maintain all classes as equal innumber as possible, and any additional director elected to any class shall hold office for a termwhich shall coincide with the terms of the other directors in such class. No decrease in thenumber of directors shall shorten the term of any incumbent director. At each annual meeting, thenumber of directors equal to the number of directors of the class whose term expires at the time ofsuch meeting (or, if different, the number of directors properly nominated and qualified forelection) shall be elected to hold office until the third succeeding annual meeting of shareholdersafter their election. At each annual meeting of shareholders, the nominees receiving the highestnumber of votes will be elected.     Section 2. Removal. Any director or the entire Board of Directors may be removed;however, such removal must be for cause and must be approved as set forth in this Section. Exceptas may otherwise be provided by law, cause for removal shall be construed to exist only if (a) thedirector whose removal is proposed has been convicted of a felony by a court of competentjurisdiction, or (b) such director has been adjudicated by a court of competent jurisdiction to beliable for negligence or misconduct in the performance of his duty to the Corporation in a matterof substantial importance to the Corporation and such adjudication is no longer subject to directappeal. Removal for cause, as defined in (a) and (b) above must be approved by a least a majorityvote of the shares of the Corporation then entitled to vote at an election for that director or byat least a majority of the total number of directors. Any action for the removal of a directormust be brought within one year of such conviction or adjudication.     Section 3. Vacancies. Any vacancies in the Board of Directors resulting from death,resignation, retirement, removal from office, the creation of a new directorship by an increase inthe authorized number of directors, or otherwise shall be filled by a majority vote of thedirectors than in office, though less than a quorum of the entire Board of Directors. Directors sochosen to fill any vacancy shall hold office for a term expiring at the next Annual Meeting ofShareholders at which directors are elected.     Section 4. Powers. Except as provided in the Articles of Incorporation and Bylaws,all corporate powers shall be exercised by or under the authority of, and the business and affairsof the Corporation shall be managed under the direction of, its Board of Directors.     Section 5. Place of Meetings. Meetings of the Board of Directors, regular or special,may be held either within or outside the State of Florida.
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     Section 6. Annual Meeting. The first meeting of each newly elected Board of Directorsshall be held, without call or notice, immediately following each annual meeting of shareholders.     Section 7. Regular Meetings. Regular meetings of the Board of Directors may also beheld without notice at such time and at such place as shall from time to time be determined by theBoard of Directors.     Section 8. Special Meetings and Notice. Special meetings of the Board of Directorsmay be called by the Chairman of the Board or by the President and shall be called by the Secretaryon the written request of any three directors. Written notice of special meetings of the Board ofDirectors shall be given to each director at least 48 hours before the meeting. Except as requiredby statute, neither the business to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice or waiver of notice of suchmeeting. Notices to directors shall be in writing and delivered personally or mailed to thedirectors at their addresses appearing on the books of the Corporation. Notice by mail shall bedeemed to be given at the time when the same shall be received. Notice to directors may also begiven by facsimile or e-mail or any other generally acceptable form of electronic communication.Notice of a meeting of the Board of Directors need not be given to any director who signs a writtenwaiver of notice before, during or after the meeting. Attendance of a director at a meeting shallconstitute a waiver of notice of such meeting and a waiver of any and all objections to the placeof the meeting, the time of the meeting and the manner in which it has been called or convened,except when a director states, at the beginning of the meeting or promptly upon arrival at themeeting, any objection to the transaction of business because the meeting is not lawfully called orconvened.     Section 9. Quorum; Required Vote; Presumption of Assent. A majority of the number ofdirectors fixed by, or in the manner provided in, these Bylaws shall constitute a quorum for thetransaction of business; provided, however, that whenever, for any reason, a vacancy occurs in theBoard of Directors, a quorum shall consist of a majority of the remaining directors until thevacancy has been filled. The act of a majority of the directors present at a meeting at which aquorum is present when the vote is taken shall be the act of the Board of Directors. A director ofthe Corporation who is present at a meeting of the Board of Directors or a committee of the Boardof Directors when corporate action 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 holding the meeting or transacting specific business at the meeting, or he or she votes againstor abstains from the action taken.     Section 10. Action Without Meeting. Any action required or permitted to be taken at ameeting of the Board of Directors or a committee thereof may be taken without a meeting if aconsent in writing, setting forth the action taken, is signed by all of the members of the Board ofDirectors or the committee, as the case may be, and such consent shall have the same force andeffect as a unanimous vote at a meeting. Action taken under this section is effective when thelast director signs the consent, unless the consent specifies a different effective date. Aconsent signed under this Section 10 shall have the effect of a meeting vote and may be describedas such in any document.
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     Section 11. Conference Telephone or Similar Communications Equipment Meetings.Members of the Board of Directors may participate in a meeting of the Board by means of conferencetelephone, video conferencing or similar communications equipment by means of which all personsparticipating in the meeting can hear each other at the same time. Participation in such a meetingshall constitute presence in person at the meeting, except where a person participates in themeeting for the express purpose of objecting to the transaction of any business on the ground themeeting is not lawfully called or convened.     Section 12. Committees. The Board of Directors, by resolution adopted by a majorityof the full Board of Directors, may designate from among its members an executive committee and oneor more other committees, each of which, to the extent provided in such resolution, shall have andmay exercise all of the authority of the Board of Directors in the business and affairs of theCorporation, except where the action of the full Board of Directors is required by statute. Eachcommittee must have two or more members who serve at the pleasure of the Board of Directors. TheBoard of Directors, by resolution adopted in accordance with this Article Three, may designate oneor more directors as alternate members of any committee, who may act in the place and stead of anyabsent member or members at any meeting of such committee. Vacancies in the membership of acommittee shall be filled by the Board of Directors at a regular or special meeting of the Board ofDirectors. The committees shall keep regular minutes of its proceedings and report the same to theBoard of Directors when required. The designation of any such committee and the delegation theretoof authority shall not operate to relieve the Board of Directors, or any member thereof, of anyresponsibility imposed upon it or such director by law.     Section 13. Compensation of Directors. The directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid a fixed sum forattendance at each meeting of the Board of Directors or a stated salary as director. No suchpayment shall preclude any director from serving the Corporation in any other capacity andreceiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.     Section 14. Chairman of the Board. The Board of Directors may, in its discretion,choose a chairman of the board who shall preside at meetings of the shareholders and of thedirectors. The Chairman of the Board shall lead the Board of Directors in fulfilling its dutiesand responsibilities. The Chairman of the Board shall have such powers and shall perform suchduties as shall be designated by the Board of Directors. The Chairman of the Board shall serveuntil his or her successor is chosen and qualified, but the Chairman may be removed at any time bythe affirmative vote of a majority of the Board of Directors.**ARTICLE FOUR****OFFICERS**     Section 1. Positions. The officers of the Corporation shall consist of a ChiefExecutive Officer, a President and a Chief Financial Officer, and, if elected by the Board ofDirectors by resolution, a Treasurer, a Secretary and one or more Senior Vice Presidents or VicePresidents. Any two or more offices may be held by the same person.
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     Section 2. Election of Specified Officers by Board. The Board of Directors at itsfirst meeting after each annual meeting of shareholders shall elect a Chief Executive Officer, aPresident and a Chief Financial Officer, and may a Secretary, a Treasurer or one or more SeniorVice Presidents or Vice Presidents.     Section 3. Election or Appointment of Other Officers. Such other officers andassistant officers and agents as may be deemed necessary may be elected or appointed by the Boardof Directors, or, unless otherwise specified herein, appointed by the Chief Executive Officer orPresident of the Corporation. The Board of Directors shall be advised of appointments by the ChiefExecutive Officer or President at or before the next scheduled Board of Directors meeting.     Section 4. Salaries. The salaries of the Chief Executive Officer, the President andthe Chief Financial Officer shall be fixed from time to time by the Board of Directors, or theCompensation Committee thereof, pursuant to its discretion. The salaries of all other elected orappointed officers of the Corporation shall be fixed from time to time by the Chief ExecutiveOfficer or President of the Corporation or pursuant to his or her direction.     Section 5. Term; Resignation. The officers of the Corporation shall hold office untiltheir successors are chosen and qualified. Any officer or agent elected or appointed by the Boardof Directors or the Chief Executive Officer or President of the Corporation may be removed, with orwithout cause, by the Board of Directors. Any officers or agents appointed by the Chief ExecutiveOfficer or President of the Corporation pursuant to Section 3 of this Article Four may also beremoved from such officer positions by the Chief Executive Officer or President, with or withoutcause. Any vacancy occurring in any office of the Corporation by death, resignation, removal orotherwise shall be filled by the Board of Directors, or, in the case of an officer appointed by theChief Executive Officer or President of the Corporation, by the Chief Executive Officer, thePresident or the Board of Directors. Any officer of the Corporation may resign from his or herrespective office or position by delivering notice to the Corporation. Such resignation iseffective when delivered unless the notice specifies a later effective date. If a resignation ismade effective at a later date and the Corporation accepts the future effective date, the Board ofDirectors may fill the pending vacancy before the effective date if the Board provides that thesuccessor does not take office until the effective date.     Section 6. Chief Executive Officer . The Chief Executive Officer shall exercisegeneral and active management of the business of the Corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect. In the absence of the Chairman ofthe Board or in the event the Board of Directors shall not have designated a chairman of the board,the Chief Executive Officer shall preside at meetings of the shareholders and the Board ofDirectors.     Section 7. President. In the absence of the Chief Executive Officer, the Presidentshall perform the duties and exercise the powers of the Chief Executive Officer. The Presidentshall perform such other duties and have such other powers as the Board of Directors shallprescribe or as the Chief Executive Officer may from time to time delegate.
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     Section 8. Senior Vice Presidents and Vice Presidents. The Senior Vice Presidents andVice Presidents in the order of their seniority, unless otherwise determined by the Board ofDirectors, in the absence or disability of the Chief Executive Officer and the President, or anySenior Vice President as applicable, shall perform the duties and exercise the powers of thePresident. They shall perform such other duties and have such other powers as the Board ofDirectors shall prescribe or as the Chief Executive Officer or President may from time to timedelegate.     Section 9. Secretary. The Secretary shall attend all meetings of the Board ofDirectors and all meetings of the shareholders and record all the proceedings of the meetings ofthe shareholders and of the Board of Directors in a book to be kept for that purpose and shallperform like duties for the standing committees when required. The Secretary shall give, or causeto be given, notice of all meetings of the shareholders and special meetings of the Board ofDirectors, and shall perform such other duties as may be prescribed by the Board of Directors,Chief Executive Officer or President, under whose supervision he or she shall be. The Secretaryshall keep in safe custody the seal of the Corporation and, when authorized by the Board ofDirectors, affix the same to any instrument requiring it.     Section 10. Chief Financial Officer. The Chief Financial Officer shall have thecustody of corporate funds and securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositories as may be designatedby the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporationas may be ordered by the Board of Directors, taking proper vouchers for such disbursements, andshall render to the President and the Board of Directors at its regular meetings or when the Boardof Directors so requires an account of all his or her transactions as treasurer and of thefinancial condition of the Corporation unless otherwise specified by the Board of Directors, theChief Financial Officer shall be the Corporation’s Treasurer.**ARTICLE FIVE****CERTIFICATES FOR SHARES**     Section 1. Issue of Certificates. The Corporation shall deliver certificatesrepresenting all shares to which shareholders are entitled; and such certificates shall be signedby the Chairman of the Board, Chief Executive Officer, President or a Senior Vice President, and bythe Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of theCorporation or a facsimile thereof.     Section 2. Legends for Preferences and Restrictions on Transfer. The designations,relative rights, preferences and limitations applicable to each class of shares and the variationsin rights, preferences and limitations determined for each series within a class (and the authorityof the Board of Directors to determine variations for future series) shall be summarized on thefront or back of each certificate. Alternatively, each certificate may state conspicuously on itsfront or back that the Corporation will furnish the shareholder a full statement of thisinformation on request and without charge. At the option of the Board of Directors or an officerof the
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Corporation, any certificate representing shares that are restricted as to the sale,disposition, or transfer of such shares shall also indicate that such shares are restricted as totransfer and there shall be set forth or fairly summarized upon the certificate, or the certificateshall indicate that the Corporation will furnish to any shareholder upon request and withoutcharge, a full statement of such restrictions. If the Corporation issues any shares that are notregistered under the Securities Act of 1933, as amended, and registered or qualified under theapplicable state securities laws, the transfer of any such shares shall be restricted substantiallyin accordance with the following legend:**“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANYAPPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED ORPLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLESTATE LAW, OR (2) AT HOLDER’S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION)OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED.”**     Section 3. Facsimile Signatures. The signatures of the Chairman of the Board, theChief Executive Officer, the President or a Senior Vice President and the Secretary or AssistantSecretary upon a certificate may be facsimiles, if the certificate is manually signed by a transferagent, or registered by a registrar, other than the Corporation itself or an employee of theCorporation. In case any officer who has signed or whose facsimile signature has been placed uponsuch certificate shall have ceased to be such officer before such certificate is issued, it may beissued by the Corporation with the same effect as if he were such officer at the date of theissuance.     Section 4. Lost Certificates. The Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificates theretofore issued by theCorporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact bythe person claiming the certificate of stock to be lost or destroyed. When authorizing such issueof a new certificate or certificates, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost or destroyedcertificate or certificates, or his legal representative, to advertise the same in such manner asit shall require and/or to give the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation with respect to the certificate allegedto have been lost or destroyed.     Section 5. Transfer of Shares. Upon surrender to the Corporation or the transfer agentof the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of the Corporation to issue anew certificate to the person entitled thereto, cancel the old certificate and record thetransaction upon its books.     Section 6. Registered Shareholders. The Corporation shall be entitled to recognizethe exclusive rights of a person registered on its books as the owner of shares to receive
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dividends, and to vote as such owner, and shall not be bound to recognize any equitable orother claim to or interest in such share or shares on the part of any other person, whether or notit shall have express or other notice thereof, except as otherwise provided by the laws of theState of Florida.     Section 7. Redemption of Control Shares. Section 607.0902 of the Florida BusinessCorporation Act shall apply to control share acquisitions (as that term is defined in such section)of shares of the Corporation. As provided by the Florida Business Corporation Act, if a personacquiring control shares of the Corporation does not file an acquiring person statement with theCorporation, the Corporation may redeem the control shares at fair market value at any time duringthe period ending 60 days after the last acquisition of such control shares. If a person acquiringcontrol shares of the Corporation files an acquiring person statement with the Corporation, thecontrol shares may be redeemed by the Corporation only if such shares are not accorded full votingrights by the shareholders as provided by law.**ARTICLE SIX****MISCELLANEOUS PROVISIONS**     Section 1. Dividends. The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in cash, property, or its own sharespursuant to law and subject to the provisions of the Articles of Incorporation.     Section 2. Reserves. The Board of Directors may by resolution create a reserve orreserves out of earned surplus for any proper purpose or purposes, and may abolish any such reservein the same manner.     Section 3. Checks. All checks or demands for money and notes of the Corporation shallbe signed by such officer or officers or such other person or persons as the Board of Directors orthe Chief Executive Officer or President may from time to time designate.     Section 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31of each year and may be changed from time to time by resolution of the Board of Directors.     Section 5. Seal. The corporate seal shall have inscribed thereon the name and stateof incorporation of the Corporation. The seal may be used by causing it or a facsimile thereof tobe impressed or affixed or in any other manner reproduced.**ARTICLE SEVEN****AMENDMENTS OF BYLAWS**     Unless otherwise provided by law, these Bylaws may be altered, amended or repealed or newBylaws may be adopted by action of the Board of Directors.
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**ARTICLE EIGHT****INDEMNIFICATION**     The Corporation shall indemnify and hold harmless any director, officer, employee, or agent ofthe Corporation and its subsidiaries against all liability and expense to the fullest extentpermitted by law currently in effect or hereinafter enacted.
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