AMENDED
NOVEMBERFEBRUARY 20, 20082009
AMENDED
AND RESTATED BYLAWS
OF
ALICO,
INC.
(NOVEMBER 20,
2008)
(FEBRUARY 20, 2009)
ARTICLE
I.
Principal Office. The
principal office of the Company shall be at 640 South Main Street, La Belle,
Florida, or such other place in the state of Florida, as the Board of Directors
shall from time to time deem advisable and in the best interest of the
Company.
ARTICLE
II.
Place, Time and Notice of
Stockholders Meetings. The annual meeting of the stockholders shall be
held at the principal office of the Company or at such other place, either
within or without the state of Florida, as may be provided in the notice of the
meeting, at a time during the period December 30 through March 31, of each year
or on such other date as may be ordered by the Board of Directors. Special
meetings of the stockholders may be held at any time, either within or without
the state of Florida, as provided in the notice of the meeting, and may be
called by the Chairman of the Board, President, the Board of Directors, or the
holders of not less than one-tenth of the capital stock entitled to vote at the
meeting. Notice of time and place of any meeting of stockholders shall be given
as required under the laws of the state of Florida. Any stockholder
may waive notice of any meeting either before, at or after the
meeting.
ARTICLE
III.
Quorum of and Voting by
Stockholders. At any meeting of the stockholders, a majority in interest
of all the capital stock issued and outstanding and entitled to vote,
represented by stockholders of record either in person or by proxy, shall
constitute a quorum, but a lesser interest may adjourn a meeting from time to
time and the meeting may be held as adjourned without further notice. When a
quorum is present at any meeting, a majority in interest of the capital stock
represented thereat shall decide any question brought before such meeting,
unless the question be one which by express provision of law, or of these
Bylaws, a larger or different vote is required, in which case such express
provision shall govern.
ARTICLE
IV.
Proxies. Every holder
of the capital stock of the Company shall be entitled to one vote for each share
of capital stock standing in his/her name on the books of the Company as
provided under the laws of the state of Florida. A stockholder may vote either
in person or by proxy executed in writing and filed with the Secretary before
the meeting at which such proxy shall be voted. A proxy shall entitle the holder
thereof to vote at any adjournment of such meeting, but shall not be valid after
the final adjournment thereof. In order for a proxy to be counted as
valid the stockholder shall provide such reasonable proof of ownership as the
Inspector of Elections shall deem reasonably appropriate in the
circumstances.
ARTICLE
V.
Number, Election and Duties
of Directors; Vacancies in Board. The management of the business and
affairs of the Company shall be vested in a Board of Directors ranging from
seven (7) to eleven (11), which shall have all of the powers possessed by the
Company itself, so far as this designation of authority is not inconsistent with
the laws of the state of Florida, the Articles of Incorporation, or some other
express provision of these Bylaws. The number of Directors may be increased or
decreased from time to time by amendment of the Bylaws consistent with the
limitations provided in the Articles of Incorporation, but no decrease shall
have the effect of shortening the term of any incumbent director.
At each
annual meeting of the stockholders, the stockholders shall elect Directors to
hold office until the next succeeding annual meeting or until their respective
successors shall be elected and qualified. The Board of Directors shall
designate and appoint one of its members as Chairman of the Board, and may but
shall not be required to designate one of its members as Vice Chairman of the
Board. The stockholders, at any special meeting, may remove from office any
Director of the Company and may fill the vacancy caused by such
removal.
Any
vacancy occurring in the Board of Directors because of death, resignation,
removal, or otherwise, may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of Directors. Any
Director elected to fill a vacancy shall be elected for the unexpired term of
his/her predecessor in office.
ARTICLE
VI.
Directors’ Meetings.
Meetings of the Board of Directors, regular or special, may be held either
within or without the state of Florida.
The Board
of Directors shall meet each year immediately after the annual meeting of the
stockholders for the purpose of organization, election of officers, and the
consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the Board of
Directors for such annual meeting shall be necessary.
Other
meetings of the Board of Directors may be held at any time or place upon notice
thereof being given in writing to each Director at his/her residence or place of
business upon the call by the President or the Secretary or two or more
Directors.
Notice of
any such other meeting of the Board of Directors may be waived in writing signed
by the person or persons entitled to such notice, whether before or after the
time of such meeting, and shall be equivalent to the giving of such notice.
Attendance of a Director at such other meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business, because such
meeting is not lawfully convened.
Any
action of the Board of Directors which is required or permitted to be taken at a
meeting may be taken without a meeting if written consent to the action signed
by all members of the Board is filed in the minutes of the proceedings of the
Board prior to the taking of such action.
ARTICLE
VII.
Quorum of Board of
Directors. A majority of the Board of Directors shall constitute a quorum
for the transaction of business, but a lesser number may adjourn any meeting
from time to time, and the meeting may be held so adjourned without further
notice. The act of a majority of the Directors present at a meeting, at which a
quorum is present, shall be the act of the Board of Directors, except as
otherwise provided by law or by these Bylaws.
ARTICLE
VIII.
Designation of
Committees. The Board of Directors may, by resolution adopted
by a majority of the Board, designate one or more committees and appoint Board
members to serve on such committees pursuant to Section 607.0825, Florida
Statutes, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution
of the Board of Directors or the Charter of said committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business, property, and affairs of the Corporation except as
set forth in Section 607.0825 of the Florida Statutes. The Board of
Directors shall approve a Charter for each of its committees. Such charter may
include the duration and authority of the committee. Each committee which has
been established by the Board of Directors pursuant to these Bylaws may fix its
own rules and procedures; provided that a majority of all the members of a
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of all the members of a committee present at a meeting at
which a quorum is present shall be the act of the committee. Notice
of meetings of committees, other than of regular meetings provided for by
committee rules, shall be given to committee members. All action
taken by committees shall be recorded in minutes of the meetings.
Committees. The
Company shall have an Audit Committee, a Compensation Committee, and a
Nominating and Governance Committee, and a Strategy and
Business Development Committee, each to be governed by the charters
adopted by the Board of Directors. If the name of any committee is
changed without modifying in any material respect such committee’s purpose, authority, responsibilities, or similar
matters, then these Bylaws need not be formally amended to reflect the name
change. If the Board deems it appropriate, the Board may designate
additional Committees of limited duration for any special purpose which the
Board deems appropriate and these Bylaws need not be amended in such
event.
ARTICLE
IX.
Officers: How Appointed,
Vacancies. The officers of the Company shall be a Chairman of the Board,
a President, one or more Vice Presidents, a Chief Financial Officer, a
Controller, a Secretary, a Treasurer, and such other officers, assistant
officers and agents as may be deemed necessary by the Board of
Directors. If the Board so elects it may but shall not be required to
designate one of its members as a Vice Chairman of the Board who shall act as
Chairman in the absence of the Chairman.
Any
person may hold two or more offices except that the President may not also be
the Secretary or an Assistant Secretary.
All
officers shall be chosen annually by the Board of Directors at its annual
meeting, or as soon thereafter as may conveniently be possible.
Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interests of the
Company will be served thereby.
Any
vacancy in any office because of death, resignation, removal, or otherwise,
shall be filled by the Board of Directors, and the officer so elected or
appointed shall hold office until his/her successor is chosen and
qualified.
ARTICLE
X.
Chairman of the
Board. The Chairman of the Board shall preside at all meetings of the
Board of Directors if present, and shall, in general, perform all duties
incident to the office of Chairman of the Board and such other duties as from
time to time may be assigned to him by the Board of Directors.
ARTICLE
XI.
President. The
President of the Company shall be the Principal Executive Officer of the Company
for Securities and Exchange Commission reporting purposes and shall have general
supervision of the business of the Company under the direction of the Board of
Directors, and shall perform such other duties and have such powers as Florida
Statutes and the Board of Directors may prescribe.
ARTICLE
XII.
Vice Presidents. Each
Vice President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe or as the President may from time to
time delegate to him/her. In case of the absence or inability of the President
to act, any Vice President, at the direction of the President or of the Board of
Directors, may temporarily act in his/her place.
ARTICLE
XIII.
Secretary. The
Secretary shall keep accurate minutes of the meetings of the stockholders and of
the Board of Directors, shall see that all notices are duly given in accordance
with the provisions of these Bylaws and as required by law; shall be custodian
of the records and of the seal of the Company and see that the seal is affixed
to all documents the execution of which on behalf of the Company under its seal
is duly authorized in accordance with the provisions of these Bylaws; and in
general shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him/her by the Board of
Directors or the President.
ARTICLE
XIV.
Treasurer. The
Treasurer shall be the Chief Financial Officer of the Company and shall have
custody of all of the monies of the Company and shall keep accurate records and
accounts thereof which shall be subject to the inspection and control of the
Board of Directors at all times. He/she shall, in general, perform all the
duties incident to his/her office and such other duties as may from time to time
be assigned to him/her by the Board of Directors or by the President. The
Treasurer shall if required so to do by the Board of Directors give the Company
a bond in such amount and with such surety or sureties as may be ordered by the
Board of Directors for faithful performance of the duties of his/her
office.
ARTICLE
XV.
Controller. The
Controller shall be the accounting officer of the Company and shall keep
accurate books and records of accounts to show all of the Company’s
transactions. He/she shall perform all other duties incident to his/her office
and such other duties as may from time to time be assigned to him/her by the
Board of Directors or by the President.
ARTICLE
XVI.
Issuance of
Stock.
A.
Stock certificates shall be in a form not inconsistent with the Articles of
Incorporation and as shall be approved by the Board of Directors. All
certificates shall be consecutively numbered and shall show the name of the
person owning the share or shares, the number of shares owned and the date of
the issuance thereof, and shall be signed by the Chairman or President and be
attested by the Secretary or an Assistant Secretary with the corporate seal
affixed thereto. Where any such certificate is signed by a transfer agent or an
assistant transfer agent, other then the Company itself, or by a transfer clerk
acting on behalf of the Company and a registrar, the signature of any officer
herein named may be facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Company with the same effect as if he/she were such officer at the date of its
issue.
B. Book-entry
System for Share Ownership. Notwithstanding the foregoing, the company may issue
shares of stock in the form of uncertificated shares. Such
uncertificated shares of stock shall be credited to a book entry account
maintained by the Corporation (or its designee) on behalf of the
shareholder.
C. Direct
Registration Program. Notwithstanding the foregoing, the shares of
stock of the company shall be eligible for a Direct Registration Program
operated by a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, as amended.
ARTICLE
XVII.
Transfer of Stock.
The shares of stock shall be transferred as provided by the laws of the state of
Florida. No transfer shall affect the right of the Company to pay any dividend
due upon the stock or to treat the holder of record as the holder in fact until
such transfer is recorded on the books of the Company or a new certificate is
issued to the person to whom it has been so transferred. It shall be the duty of
every stockholder to notify the Company of his/her post office
address.
ARTICLE
XVIII.
Deeds, Mortgages, Contracts,
Etc. Subject always to specific directions of the Board of Directors, all
deeds, mortgages, bonds, promissory notes, leases and other written contracts
and agreements to which the Company is a party shall be executed in its name by
the Chairman of the Board, President or any Vice President and attested by the
Secretary or an Assistant Secretary, and the Secretary or Assistant Secretary,
when necessary or required, shall affix the corporate seal thereto.
ARTICLE
XIX.
Indemnification of Directors
and Officers. The Company shall indemnify each Director and Officer
against expenses, costs and liabilities actually and necessarily incurred or
paid by him/her in connection with the defense of any action, suit or proceeding
in which he/she is made a party by reason of his/her being or having been a
Director or Officer of the Company except in relation to matters as to which
he/she shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his/her duties as such Director
or Officer, and such right of indemnification hereby conferred shall not be
deemed exclusive of any other rights to which he/she may be entitled under any
Bylaw, agreement, vote of stockholders or otherwise.
ARTICLE
XX.
Amendments. These
Bylaws may be amended, added to, altered or repealed at any meeting of the Board
of Directors by the affirmative vote of a majority of the entire Board of
Directors provided that notice is given in the call of said meeting that an
amendment, addition, alteration or repeal is to be acted upon.
The
stockholders of the Company at any annual or special meeting may also, by the
affirmative vote of a majority in interest of the capital stock issued and
outstanding and entitled to vote, amend, add to or repeal these Bylaws, provided
that notice is given in the call of said meeting that an amendment, addition,
alteration or repeal is to be acted upon. The Board of Directors may not amend,
alter or repeal any Bylaw adopted by the stockholders.
ARTICLE
XXI.
Control-Share
Acquisitions. The corporation exercises its right, pursuant to Section
607.109(5) of the Florida Statutes (1990) or any successor thereto, to avoid the
provisions pertaining to control-share acquisitions contained in Sections
607.109, 607.244(c) and 607.247(2), Florida Statutes (1990) or any successor
thereto.
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