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HomeMy WebLinkAboutPre-AttachmentCOMPOSITE EXHIBIT "A" CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF BROWN & BROWN, INC. The undersigned, Laurel L. Grammig, hereby certifies that she is the duly elected, qualified and acting Secretary of Brown & Brown, inc., a Florida corporation (the "Company"), and that the following resolution was adopted at a regular meeting of the Board of Directors of the Company on May 10, 2006: RESOLVED, that the following officers are elected to serve for a one-year term, or until their successors are elected and qualified: J. Hyatt Brown Jim W. Henderson Thomas E. Riley Linda S. Downs C. Roy Bridges J. Powell Brown Robert Iocco Kenneth D. Kirk Charles H. Lydecker J. Scott Penny Laurel L. Grammig Cory T. Walker Thomas M. Donegan, Jr. Richard Freebourn Chairman of the Board and Chief Executive Officer President and Chief Operating Officer Regional President Executive Vice President Regional Executive Vice President Regional Executive Vice President Regional Executive Vice President Regional Executive Vice President Regional Executive Vice President Regional Executive Vice President Vice President and Secretary Sr. Vice President, Treasurer and Chief Financial Officer Vice President and Assistant Secretary Vice President 1N WITNESS WHEREOF, the undersigned Secretary of the Company has executed this Certificate this 2311 day of May, 2006. Laurel L. Grammig Secretary ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BROWN & BROWN, INC. Pursuant to the provisions of Section 607.1006, Florida Statutes, Brown & Brown, Inc., a Florida profit corporation, adopts the following Articles . of Amendment to its Articles of Incorporation: FIRST: Article lTI of the corporation's Articles of Incorporation is hereby amended in its entirety to read as follows: The number of shares of capital stock authorized to be issued, by this Corporation is 280,000,000 shares of Common Stock, par value $.10 per share. SECOND: The date of the amendznent'i adoption was April 24, 2003. THIRD: Adoption of the amendment was approved by the shareholders. The number of votes cast for the amendment was sufficient for approval. Signed this 24th day of April, 2003. BROWN & BROWN, INC. By: jah r:lydmin4mdar403.doc Thomas M. Donegan, Jr. Vice President A, Y rrt ;4] 1 cfl , ARTICLES OF AMENDMENT TOcc--; f ARTICLES OF INCORPORATION OF BROWN & BROWN, INC. Oa Q Pursuant to the provisions of Section 607.1006, Florida Statutes, Brown & QE'vvn, Sic., a Florida profit corporation, adopts the following Articles of Amendment to its 'c11g of Incorporation: FIRST: Article III of the corporation's Articles of Incorporation is hereby amended in its entirety to read as follows: The number of shares of capital stock authorized to be issued by this Corporation is 140,000,000 shares of Common Stock, par value $.10 per share. SECOND: The date of the amendment's adoption was April 18, 2001. THIRD: Adoption of the amendment was approved by the shareholders. The number of votes cast for the amendment was sufficient for approval. Signed this 18th day of April, 2001. BROWN & BROWN, INC. By: Thomas M. Donegan, Jr. Vice President Q:VILAYL•S\ DMfMAMDAR401.doc v ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF POE & BROWN, INC. FILED 99 APR 28PM 12: 13. SECRETARY OF. STAN 'ALLAHASSEE. FLQR DA Pursuant to the provisions of Section 607.1006, Florida Statutes, Poe & .Brown, Inc., a Florida profit corporation, adopts the following Articles of Amendment to its Amended and Restated Articles of incorporation: FIRST: Article I of the corporation's Articles of Incorporation is hereby amended in its entirety to read as follows: The name of the Corporation shall be Brown & Brown, Inc. SECOND: The date of the amendment's adoption was April 28, 1999. THIRD; Adoption of the amendment was approved by the shareholders. The number of votes cast for the amendment was sufficient for approval. Signed this 28' day of April, 1999. ames L. Olivier Vice President AMENDED AND RESTATED ARTICLES OF INCORPORATION OF POE & BROWN, INC. Poe &. Brown, Inc. (the "Corporation") hereby files the following Amended and Restated Articles of Incorporation under the Florida Business Corporation Act: ARTICLE I The name of the Corporation shall be Poe & Brown, Inc. ARTICLE II _LID I Section 1. The general nature of the business or businesses to be trans t3A Corporation is the acting as an agent or broker in the sale of all forms of insurance. .. -c, In addition, the Corporation may engage in any activity or business permittedi}tlder t1= c,a laws of the United States and of the State of Florida. c rrs Section 2. The Corporation shall also have power: (a) To construct, erect, repair and remodel buildings and structures of all types for itself and others and to manufacture, purchase, or otherwise acquire, and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, trade in, deal in and with, goods, wares, merchandise, personal property and services of every class, kind and description; except that it is not to conduct a banking, safe deposit, trust, insurance surety, express, railroad, canal, telephone, telegraph or cemetery company, a building and loan association, mutual fine insurance association, cooperative association, fraternal benefit society, state fair or exposition. (b) To act as broker, agent or factor for any person, firm or corporation. (c) To purchase, lease or otherwise acquire real and personal property and leaseholds thereof and interest therein, and to own, hold, manage, develop, improve, equip, maintain and operate, and to sell, convey, exchange, lease or otherwise alienate and dispose of, and to mortgage, pledge or otherwise encumber any and all such property and any and all legal and equitable rights thereunder and interests therein. (d) To borrow or raise money for any of the purposes of the Corporation, and from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, and to secure payment thereof and any interest therein by mortgage, pledge, conveyance, or other assignment in trust, in whole or in part, of the assets 'of the Corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired. (e) To guarantee, endorse, purchase, hold, sell, transfer, mortgage, pledge or otherwise acquire or dispose of the shares of the capital stock of, or any bonds, security, or other evidences of indebtedness created by any other corporation of' the State of Florida or any other state or government, and while owner of such stock to exercise all the rights, powers, and privileges of ownership, including the right to vote such stock. (f) To enter into, make, perform and carry out contracts and arrangements of every sort and kind which may be necessary or convenient for the business of the Corporation or business of a similar nature, with any person, firm, corporation, association or syndicate, or any private, public or municipal body existing under the government of the United States or any state, territory, colony or dependency thereof or foreign government so far as or to the extent that the same may be done or performed pursuant to law, (g) To enter into, or become a partner in, any agreement for sharing profits, union of interests, cooperation, joint venture or otherwise, with any person, firm or corporation now carrying on or about to carry on any business which this Corporation has the direct or incidental authority to pursue. (h) To include in its Bylaws any regulatory or restrictive provisions relating to the proposed sale, transfer of other disposition of any of its outstanding stock by any of its stockholders or in the event of the death of any of its stockholders. The manner and form, as well as all relevant terms, conditions and details hereof shall be determined by the stockholders of this Corporation provided, however, that no such regulatory or restrictive provision shall affect the rights of third parties without actual knowledge thereof, unless such provision shall be noted upon the certificate evidencing the ownership of said stock. (i) In general, to do any and all of the acts and things herein set forth to the same extent as natural persons could do and in any part of the world, as principal, factor, agent, contractor, broker or otherwise, either alone or in company with any entity or individual; to establish one or more offices, both within the State of Florida and any part or parts of the world, at which meetings of directors may be held and all or any part of the Corporation's business may be conducted; and to exercise all or any of its corporate powers and rights in the State of Florida and in any and all other states, territories, districts, dependencies, colonies or possessions in the United States of America and in any foreign countries. To do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein set forth, and to do every other act and thing incidental thereto or connected therewith, to the extent permitted by law. 2 ARTICLE III The number of shares of capital stock authorized to be issued by this Corporation is 70,000,000 shares of Common Stock, par value $.1 0 per share. ARTICLE IV The amount of capital with which this Corporation will begin business will be Five Hundred Dollars ($500). ARTICLE V This Corporation shall have perpetual existence. ARTICLE VI The principal office of the Corporation aha11 be located at 608 Jackson Street, in Tampa, Hillsborough County, Florida, or at such other place as the Board of Directors may direct; and the Corporation shall have the power to establish branch offices and other places of business at such other places, within or without the State of Florida, as may be determined and deemed expedient by the Board of Directors. ARTICLE VII The Board of Directors shall consist of not less than three (3) directors. The number of directors may be increased or diminished form time to time by action in accordance with the Bylaws of the Corporation. All of the said directors shall beat least twenty-one (21) years of age and at least one of them shall be a citizen of the United States. ARTICLE VIII The names and post office addresses of the first officers and Board of Directors, who, subject to these Articles of Incorporation, the Bylaws of this Corporation and the laws of the State of Florida, shall hold office.for the first year of the Corporation's existence or until their successors are elected and have qualified, are: W. F. Poe 7702 Park Drive Tampa, Florida President Vice President Vice President William T. Driscoll, Jr. 2903 Beach Drive Tampa, Florida William C. McElnnurray 101 Adalia Tampa, Florida 3 Treasurer Charles W. Poe 4$07 Sunset Blvd. Secretary- Tampa, Florida The initial Board of Directors shall consist of the foregoing individuals. ARTICLE 11 post office addresses of each subscriber to these Articles of Incorporation, The name and p and the number of shares of common stock each agrees to take, are: W.F. Poe 7702 Park Drive 20 shares Tampa, Florida William T. Driscoll, Jr. Tam03p BeachFloridaDnve 20 shares 4807 Sunset Blvd. 20 shares Charles W. Poe Tampa, Florida the proceeds of which will amount to at least $600.00. ARTICLE X Section 1. For the regulation of the business and for the conduct of the affairs of the Corporation, to create, divide, limit and regulate the powers of the Corporation, the directors and the stockholders, provision is made as follows: (a) General authority is hereby conferred �e the time provide Directors to fix Corporation, except as the stockholders may otherwise from the consideration for which the shares of stock of the Corporation shall be issued and disposed of, and to provide when and how such consideration shall be paid. (b) Meetings of the incorporators, of the stockholders, eor outsid and of a directors the State of of the Corporation, for all purposes, may be held at any place, either inside Florida. (c) All corporate powers, including the sale, mortgage, hypothecation, and pledge of the whole or any part of the corporate property, shall be exercised by the Board of Directors, except as otherwise expressly provided by law. (d) The Board of Directors shall havepower of the Corporation ozporation and m time to time direct and fix and determine and vary the amount of the working capital P lover and above the capital stock determine the use and disposition of any surplus or net profitslst or paid in, and in its discretion the Board of Directors may use and apply any such sure 4 accumulated profits in purchasing or acquiring bonds or other obligations of the Corporation or shares of its own capital stock, to such extent, in such manner and upon such terms as the Board of Directors may deem expedient, but any shares of such capital stock so purchased or acquired may not be resold unless such shares shall have been retired in the manner provided by law for the purpose of decreasing the Corporation's capital stock, (e) The Board of Directors shall have the power of fixing the compensation, by way of salaries and/or bonuses, and/or pensions, of the employees, the agents, the officers, and directors, all or each of them, in such sum and form and amount as may seem reasonable in and by their discretion. (f) The Board of Directors may designate from their number an executive committee, which shall, for the time being, in the intervals between meetings of the Board and to the extent provided by the Bylaws and authorized by law, exercise the powers of the Board of Directors in the management of the affairs and business of the Corporation. (g) Any one or more or all of the directors may be removed, either with or without cause, at any time, by the vote of the stockholders holding a majority of the stock entitled to vote of the Corporation, at any special meeting, and thereupon the term of each director or directors who shall have been so removed shall forthwith terminate, and there Stall be a vacancy or vacancies in the Board of Directors, to be filled as provided by the Bylaws. (h) Any officers of the Corporation may be removed either with or without cause, at any time, by vote of a majority of the Board of Directors. (i) No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors or officers of this Corporation is or are interested in or is a director or officer or are directors or officers of such other corporation, nor shall such contract or other transaction be affected by the fact that the -directors or officers of the Corporation are personally interested therein. Any director or directors, officer or officers, individually or jointly, may be a party or parties to or may be interested in any contract or transaction of or with this Corporation or in which this Corporation is interested; and no contact, act or transaction of this Corporation with any person or persons, firm, association, or corporations shall be affected or invalidated by the fact that any director or directors or officer or officers of this Corporation is a party or are parties to, or interested in, such contact, act or transaction or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become a director or officer of this Corporation is hereby relieved, as far as is legally permissible, from any disability which might otherwise prevent him from contracting with the Corporation for the benefit of himself or of any firm, association or corporation in which he may be in anywise interested. (j) Subject always to Bylaws made by the stockholders, the Board of Directors may make Bylaws and from time to thne alter, amend or repeal any Bylaws, but any Bylaws made by the Board of Directors may be altered or repealed by the stockholders. 5 (k) No holder of shares of the capital stock of any class of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discrction, may from time to time determine and at such price as the Board of Directors may from time to time fix; and any shares of stock or convertible obligations which the corporation may determine to offer for subscription to the holders of stock may, as the Board of Directors shall determine, be offered to more than one class of stock, in such proportions as between said classes of stock as the Board of Directors in its discretion may determine. As used in this paragraph, the expression "convertible obligations" shall include any notes, bonds or other evidences of indebtedness to which are attached or with which are issued warrants or other rights to purchase stock of the Corporation of any class or classes; and the Board of Directors is hereby expressly authorized, in its discretion, in connection with the issue of any obligations or stock of the Corporation (but without intending hereby to limit its general power so to do in any other cases) to grant rights or options to purchase stock of the Corporation of any class upon such terms and during such periods as the Board of Directors shall determine, and to cause such rights or options to be evidenced by such warrants or other instruments as it may deem advisable. (1) The Bylaws of the Corporation may provide for the indemnification of the officers and directors of the Corporation for their actions and omissions up to the maximum extent permitted by law. ARTICLE XI These Articles of Incorporation may be amended iproposed the manner bthem to the stockholders, d by law. Every amendment shall be approved by the Board of Directors, p pa and approved at a stockholders' meeting by a majority of the stock entitled to vote thereon, unless all the directors and all the stockholders sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be The undersigned officer of Poe & Brown, Inc. has executed these Amended and Restated Articles of Incorporation this 18th day of May, 1998. POE & BR By: 6 es L. Olivier Vice President CERTIFICATE ' The undersigned officer of Poe & Brown, Inc. (the "Corporation") hereby supplies this Certificate to the Corporation's Amended and Restated Articles of Incorporation pursuant to Section 607.1007(4), Florida Statutes: 1. The foregoing Amended and Restated Articles of Incorporation contain an amendment to the Corporation's Articles of Incorporation requiring shareholder approval. The amendment consists of deleting the old Article III in its entirety and replacing it with the new Article III. 2. The amendment to the Articles of Incorporation was adopted by a vote of the shareholders of the Corporation at the Corporation's Annual Meeting of Shareholders on April 29, 1998. The number of votes cast for the amendment by the shareholders was sufficient for approval. [N WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate this 18t day of May, 1998. POE&BR By: JAGF,VAM1N\Ait ART.DOC 7 J mes L. Olivier Vice President ARTICLES OF AMENDMENT „F 'i4 . . . OP THE ARTICLES OP. INCORPORATION L, l• �?p �' POE & ASSOCIATRS4° i INC. 49'94 Pursuant to Section 607.1002 and 607.1006 of ti9a4P &lids Business Corporation. Act, the Articles of Incorporation. ,Poe & Associates. Inc. (the "Corporation"), are hereby amended a rd ing to*these Articles of Amendment: FIRST: The name of the Corporation is Poe & Associates, Inc. SECOND: The Corporation's Articles of Incorporation have been amended to delete Article 1 in its entirety and to substitute in its place the following: I RTICLE_ I The name of the corporation shall be: POE & BROWN, INC. THIRD: The Corporation's Articles of Incorporation have been amended to delete Section 1 of Article 7II in its entirety and to substitute in its place the following: ARTIpLE III Section 1. The number of shares of capital stock.entitled to be issued by this Corporation is 18, 000, 000 shares of Common Stock, par value $.10 per share. FOURTH: The foregoing amendments were adopted at a meeting of the shareholders of the Corporation, in accordance with Section 607.1003 of the Florida Statutes, on April 28, 1993, constituting a sufficient number of votes to approve the amendments. IN WITNESS WHEREOF, the undersigned President of ,the .Corporation has executed this instrument this 28th day of April, 1993. ent F:<..1G000�15 0WU31.1145.1.3 7P/r W 6!1 V��,/- 1** lr:#1tr' Pursuant to Section 607.1002 and 607.1006 of the 4orida Business Corporation Act, the Articles of Incorporation amended according Associates, In -.(the "Corporation), are hereby to these Articles at Amendments FIRST: The name of the Corporation is Poe & Associates, SECOND: The Corporation's Articles of Incorporation have been amended to delfts Article I in its entirety and to substitute in its place the following: ARTICLES 07 ARENDNENT OP TEE ARTICLES OP INCORPORATION OP POE i ASSOCIATES, INC. Inc. ARTICLE x The name of the corporation shall be: POE & BROWN, INC. THIRD: Corporation's Articles of Incorporation have been amended ate Section 1 of Article III in its entirety and to substitute _ Its place the following' ARTICLE II; fiectign i. The number of shares of capital stock entitled to be issued by this Corporation is 16,000,000 shares of Common Stock, par value $.10 par share. FOURTH: The foregoing amendments ware adopted at a► meeting of the shareholders of the Corporation, in accordance with Section 607.1003 of the Florida Statutes, on April 26, 1993, constituting a sufficient number of votes to approve the amendments. IN WITNESS e% WHEREOcutedFthishe instrumentgnethis 20thidaytof of April, Corporation has 1993. i• AMENDMENT TO CERTIFICATE OF INrOPPORAT : :'4 nF /N f POE & ASSOCIATE:. TIC• 1 n '88 The Undersigned officers of POE & ASSOCtATRc, INC. , a corpetl.ati..1 organized and existing under the laws of they State of Florida,d`A hereby certify that the Board of Directors of sairi Corporation on February 6, 1986, approved and proposed to the. Stockholders thereof the following amendment to Article III of its Certificate of Incorporation and thereafter on April 10, 1986, at a meeting of the Stockholders of POF A ASSOCIATES, INC., called and heIrl In compliance with the Certificate of Incorporation and Bylaws of said Corporation in Tampa, Florida, at which meeting a majority of al.1 the outstanding stock of said corporation was present in person or by proxy, a majority of all of the outstanding common stock of said Corporation entitled to vote on said amendment voted affirmatively in favor of, passed and adopted the following amendment to its Certificate of Incorporation: Section. 1 of Article III of the Certificate of Incorporation of POE & ASSOCIATES, INC., be and it is ''ereby amended to read as follows: ARTICLE III crction_1. The number of ghare, of capital stock authorized to be issued by this Corporation ratilue on is 9,000,000 shares of Ten Cent ($.10) par Stock. IN WITNESS WHEREOF, the Undersigned Officers have hereunto placed their hands and seals this /0 day of April. 19e6. ATTEST: 444X: Donald E. Mowery, 1 Assi.,'ant Secretary (CORPORATE SEAL) POE & ASSOCIATES, INC. By:' V. Jordan, Jr. President STATE OF FLORIDA COUNTY OF HILLSBO OUGH 1 Cn this Awn(' day of April, 1986, personally appeared V. C. Jordan and Donald E. Mowery, each of whom before m executed in the capacity indicated. N tary Public, State of Florida My Commission F.xpir's SECOND AMENDMENT TO CERTIFICATE OF INCORPORATION OF POE & ASSOCIATES. INC. ' 4 s'4''00 The Undersigned officers of POE & ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Florida. do hereby certify that the Board of Directors of. said. Corporation on January 29, 1980, approved and proposed to the Stockholders thereof the following amendment to Article III of its Certificate of Incorporation and thereafter on April 22, 1980, at a meeting of the Stockholders of POE & ASSOCIATES, INC., called and held in compliance with Sections 607.084 and 607.181, Florida Statutes, and with the Certificate of Incorporation and Bylaws of said Corporation in Tampa, Florida, at which meeting a majority of all the outstanding stock of said corporation was present in person or by proxy, a majority of all of the outstand- ing common stock of said Corporation entitled to vote on said amendment voted affirmatively in favor of. passed and adopted the following amendment to its Certificate of Incorporation: Section 1 of Article III of the Certificate of Incorpora- tion of POE & ASSOCIATES, INC., be and it is hereby amended to read as follows: ARTICLE III Section 1. The number of shares of capital stock authorized to be issued by this Corporation is 4,000,000 shares of Ten Cent ($.1Q) par value Common Stock. IN WITNESS WHEREOF, the Undersigned Officers have here- unto placed their hands and seals this,.21 day of April, 1980. K..`., POE & ASSOCIATES, INC. s ie R. illette, Secretary [CORPORATE'SEAL] BY ,rose E. Brown, President • • known to me to STATE OF FLORIDA. COUNTY OF HILLSBOROUGH } i BEFORE ME, the undersigned authority, JOSEPH E. BROWN and LESLIE R. WILLETTE, to me be the President and Secretary, personally appeared well known and well respectively, of POE & ASSOCIATES, INC., who executed the foregoing Second Amendment' to Certificate of Incorporation of POE & ASSOCIATES, INC., and who acknowledged before me that they executed the foregoing instrument in the name and on behalf of that corporation, affixing the cor- porate seal of that corporation thereto; that Ps such corporate officers they are duly authorised by that:corporation to do so; that the foregoing instrument is the act and deed of that corpora- tion; and that th."y executed tho foregoing instrument for the uses and purpose' therein expresaed. WITNESS my hand and seal at the State and County last aforesaid this a7 day of April, 1980. NOTY PUBL�E State of Florida at Large My Commission Expires: 4; : mru a 'rl 1•0:- AMENEMENV Of CERTIFICATE OF INCORPORATION OF POE & ASSOCIATES, INC. This Certificate of Incorporation is hereby amended, so that, as amended, the following Articles shall rend as follows: fi ARTICLE .II +�+ rn Section 1. The general nature of the business or busigisii gg fa to be transacted by the corporation is the acting as an xgefit ox broker in the male of all forms of insurance. In addition, the corporation may engage in any activity or business permitted under the Laws of the United States and of the State of Florida. Section 2. The corporation shall also have.power: (a) To construct, erect, repair and remodel buildings and structures of all types for itself and others and to manufac- ture, purchase, or otherwise acquire, and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, trade in, deal in and with, goods, wares, merchandise, personal property and services of every class, kind and descriptions except that it is not to conduct a banking, safe deposit,, trust, insurance surety, express, railroad,, canal, telephone, telegraph or cemetery company, a building and loan association, mutual fire insurance association, cooperative association, fraternal benefit society, state fair or exposition. (b) To act as broker, agent or factor for any person, firm or corporation. (c) To purchase, lease or otherwise acquire real and personal property and leaseholds thereof and interest therein, and to own, hold, manage, develop, improve, equip, maintain and operate, and to sell, convey, exchange, lease or otherwise alienate and dis- pose of, and to mortgage, pledge or otherwise encumber any and all such property and any and all legal and equitable rights thereunder. and interests therein. (d) To borrow or ralee money for any of the purpones of the corporation, and from time to time witho►it limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bond., 'debentures and other negotiable and non-negotiable edness, and to secure payment mortgage, pledge, conveyance, instruments and evidences of indebt- thereof and any interest therein by or other assignment in trust, in whole or in part, of the assets of the corpon•.tion, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired. (e) To guarantee, endorse, purcn ,.., hold, sell, trans- fer, mortgage, pledge or othewiae acquire or dispose of the shares of the capital stock of, or any bonds, security, or other evidences of indebtedness created by any other corporation of the State of Florida or any other state or government, and while owner of such stock to exercise all the rights powers, and privileges of owner- ship, including the right to vote' such stock. (f) To enter into, make, perform and carry out contracts and arrangements of every sort and kind which may be necessary or convenient for the business of the corporation or business of a similar nature, with any person, firm, corporation, association or syndicate, or any private, public or municipal body existing under the government of the united Staten' or any state, territory, colony or dependency thereof or foreign government so far as or to the extent that the same may be done or performed pursuant to law. (g) To enter into, or become a partner in, any agreement for sharing profits, union of interests, cooperation, joint venture or otherwise, with any person, firm or corporation now carrying on or about to carry on any business which this corporation has the direct or incidental authority to pursue, 2 (h) To include in its Sy -Laws any regulatory or restric- tive provisions relating to the proposed sale, transfer or other disposition of any of its outstanding stock by any of its stock- holders or in the event of the death of any of its stockholders. The manner and form, as well as all relevant terms, conditions and details hereof shall be determined by the stockholders of this corporation provided, however, that no much regulatory or restric- tive provision shall affect the rights of third parties without actual knowledge thereof, unless such provision shall be noted upon the certificate evidencing the ownership of said stock. (i) In general, to do any and all of the acts and things herein set forth to the same extent as natural peruonm uculd do and in any part of. the world, as principal, factor, agent, contrac- tor, broker or otherwise, either alone or in company with any entity or individuals to establish one or more offices, both within the State of Florida and any part or parts inga of directors may be held and all t_ion's husiyess may be conducted, ant, of the world, at which meet - or any pert of the corpora - to Lxercise all or any of its corporate powers and rights in the State of Florida and in any and all other states, territories , districts, dependencies, colonies or possessions in the United States of America and in any foreign countri es . To do everything necessary, proper, advisable or con - any of the purposes of the attain - furtherance of any of the powers oth:* act and thing incidental venient for the accomplishment of went of any of the objects or the herein set forth, and to do every thereto or connected therewith, to the extent permitted by law. ARTICLE III Section 1. The number of shares of capital stock authorized to be issued by this Corporation is 2,000,000 shares of Ten Cent (S.10) par value Common Stock. Upon amendment of this article as herein stated each outstanding share of Ten Dollar par value Common Stock is split up and converted into one hundred (100) shares of Ten Cent ($.10) par value Common Stock. Section 1. All or any part of,the, Common Stock may be paid for in cash or in property or in services at a fair evaluation to be fixod by the Board of Directors. All stock, when issued, shall be fully paid and non -assessable. The Common Stock shall entitle the holder of each share thereof to one vote for each share at any meeting of the stockholders. No holder of any Common Stock shall have any pre-emptive rights of any kind. ARTICLE VII The Board of Directors shall consist. of not less than three (3) directors. The number of directors may be increased or dimin- ished from time to time by ection.in accordance with the By -Laws of the corporation. All of the said directors shall be at least twenty-one (21) years of age and at least one of them shall be a citizen of the United States. ARTICLE X Section 1. For the regulation of the business and for the conduct of the affairs of the corporation, to create, divide, limit and regulate the powers of the corporation, the Directors and the Stockholders, provision is made as follows: (a). General authority is hereby conferred upon the Board of Directors of the corporation, except as the Stockholders may otherwise from time to time provide -or direct, to fix the con- sideration for which the shares of stock of the corporation shall be issued and disposed of, and to provide when and how much con- sideration shall be paid. (b) Meetings of the incorporators, of the Stockholders, and of the Directors of the corporation, for all purposes, may be held at any place, either inside or outside of the State of Florida. (c) All corporate powers, including the sale, mortgage. hypothecation, and pledge of the whole or any part of the corporate 4 property, shall be exercised by the Board of Directors, except as otherwise expressly provided by law. (d) The Board of Directors shall have power from time to time to fix and determine and vary the amount of the working capital of the corporation and direct and determine the use and disposition of any surplur or net profits over and above the capital stock paid in, and in its discretion, the Board of Directors may use and apply any such surplus or accumulated profits in purchasing or acquiring bonds or other obligations of the corporation or shares of its own capital stock, to such extent, in such manner and upon such terms es the Foard of Directors may deem expedient, but any shares of such capital stock so purchased er''acquired may not be resold unless such shares shall have been retired in the manner pro- vided by law for the purpose of decreasing the corporation's capital stock. (e) The Board of Directors shall have the power of fixing the compensation, by way of salaries and/or bonuses, and/or pensions, of the employees, the agents, the officers, and directors, all or each of them, in such sum and form and amount as may seem reasonable in and by their discretion. (f) The Board of Directors may designate from their num- ber an executive committee, which shall, for the time being, in the intervals between meetings of the Board and to the extent provided by the By -Laws and authorized by law, exercise the powers of the Board of Directors in'the management of the affairs and business of the corporation. (g) Any one or more or all of the directors may be re- moved, either with or without cause, at any time, by the vote of the stockholders holding a majority of the stock entitled to vote of the corporation, at any special meeting, and thereupon the term of each dirdctor or directors who shall have been so removed shall forthwith terminate, and there shall be a vacancy or vacancies in 5 the Board of Directors, to be filled as provided by the By -Laws. (h) Any officers of the corporation may be removed either with or without cause, at any time, by vote of a majority of the Board of Directors. (i) No contract or other transaction between the cor- poration and any other corporation shall be affected or invalidated by the fact that any one or more of the directors or officers of this corporation is or'are interested in'or is a director or officer or are directors or officers of such other corporation, nor shall such contract or other transaction be affected by the fact that the directors or officer,' of the corporation are personally inter- ested therein. Any director or directors, officer or officers, individually or jointly, may be a party or'perties to or may be interested in any contract or transaction of or with this corpora- tion or in which this corporation is interested; and no contract, act or transaction of this corporation with any. person or persons, firm, association, or corporation shall be affected or invalidated by the fact that any director or directors or officer or officers of this corporation is a part or are parties to, or interested in, such contract, act or transaction or in al..: way connected with such person or persons, firm, association or corporation, and each end every person who may become a director or officer of this corpora- tion is hereby relieved, ea far as is legally permissible, from any disability which might otherwise prevent him from contracting with the corporation for the benefit of himself or of any firm, association or corporation in which he may be in anywise interested. (j) Subject always to By -Laws made by the Stockholders, the Board of Directors may make By -Laws and from timerto time alter, amend or repeal any By -Laws, but any By -Laws made by the Board of Directors may be altered or repealed by the Stockholders. (k) Ho holder of shares of the capital stock of any class of the corporation shall have any pre-emptive or preferential right 6 of subscription to any shares of any class of stock of the cor- poration, whether now or hereafter authorized, or to any Obliga- tions convertible into stock of the corporation, issued or sold, nor any right of subscription to any theroof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from tune to time fix; and any snares of stock or convertible obligations which the corporation may determine to offer for sub- scription to the holders of stock may, as the Board of Directors shall determine, be offered to more than one class of stock, in such proportions as between said classe3•of..stock as the Board of Directors in its discretion may determine. An used in this para- graph, the expression "convertible obligations" shall include any notes, bonds or other evidences of indebtedness to which are attached or with which are issued warrants or other rights to pur- chase stock of the corporation of any class or classes; and the Board of Lirectors is hereby expreasly authorized, in its discre- tion, in connection with the issue of any obligations or stock of the corporation (but without ,Intending hereby to limit its general power so to do in any other cases) to grant rights or options to purchase stock of the corporation of any class upon such terms and during such periods as the Board of Directors shall determine, and to cause euch rights or options to be evidenced by such warrants or other instruments as it may deem advisable. {1) The By -Lawn of this corporation may provide for the indemnification of the officers and directors of the corporation for their actions and omissions up to the maximum extent permitted .by law. ARTI^.LE XI Th%se Articles of Incor2oration may be amended in the manner provided by law. Every amendment shall be approved by the Board of 7 Directors, proposed by them to the Stockholders, and approved at a Stockholders' meeting by a majority of th:? Stock entitled to vote thereon, unless all the Directors and all the Stockholders siren a written statement manifesting their intention that a certain amend- ment of these Article■ of Incorporation be made. 8 CERTIFICATE OF APPRo4'nl. Tho Undersigned officers of Poe 6 Arnnriates, Inc., do hereby certify that the Board of Directors of said Corporation on Soptember 26, 1972, approved and proposed to the St.ockholdcrs thereof thm fore- going amendment of its Certificate of Incorporation and thereafter on October 1, 1972, at a mooting of the "tookholtinrs of Poe 6 Associatos, Inc., callod and held In complinnco with Section 609.10, Florida 8tetutas, and with tho Certificates of Incorporation and By.. Laws of said Corporation at the Corporate office in Tampa, Florida, at which meeting a majority of all the outstanding stock of said Corporation was prosiont in potion or by proxy, a majority of all of tho outstanding stork of said Corporation rar,tit;lr+rl to vote on said N;;. f.1M.�rr} 'ravi%•1 411 i r6D441',►,l1 kh tti'igic 1 �• i v411,01 blru aforesaid amendment to the Certificate of .Incorporation proposed by the Board of Directors so that Article II, Article III, Article VII and Article X, as amended, and. Article XI, as added thereto, will read es set forth in the foregoing amendment to the said Certificate of Incorporation. IN WITNESS of the foregoing, we, the Undersigned officers of Poe 6 Associates, Inc., do hereby affix cur signatures and the seal of said Corporation in accordance with the provisions of Section 608.18 of the Florida Statutes. ATTEST: Secretary (CORPORATE SEAL) POE 6 ASSoCIATES, INC. BY :('- 9 (' President � r1 1.4 k:• N. STATE OF FLORIDA COUNTY of HILLSPOROUG11 Personally appeared before me the undersigned authozity this 3rd day of October, 1972, W. F. Poo, to me known and known to me to be the person described in end who executed the foregoing certificate as President of Poe & Associates, Inc., and who duly acknowledged the execution of such•inatrumrnt as such officer aforesaid for and on behalf of and as the act and deed of said corporation, for the uses and purposes.thcrein expressed, pursuant to authority lawfully conferred upon him by said corporation at the meeting of its stockholders held at the office of Paw a Associates, Inc., 110 North Franklin Street, Tampa, Florida, on the 3rd day of October, 1972, and that the seal is affixed thereunto by Joseph Drown as Secretary under like au'Ulo7ity, he being the proper cus- todian thereof. WITNESS spy hand and official seal the date aforesaid. Notary Public, State of Florida at Large My Commission Expiresi 10 kis • .13-18668 (i) Agreement of Merger among POE & ASSOC CHARLES ROBB i ASSOCIATES, INC., (3-9 POE AND ASSOCIATES OF ORLANDO, INC. (4-00577), J. R. LOPEZ INSURANCE, .INC (3-18858) DAVID G. COBB ABSOSICATES, A-4I053) McMULLEN AND ASSOCIATES, INC (a-47176) KEN MULDER INSURANCE AGENCY INC. (3-05889) HILLSBOROUGH INSURANCE AGENC,, INC., (A-85115) W. D. IIARTMAN INSURANCE AGENCY, INC. (13-9386.3) and POE INSURANCE AGENCY, INC., all Flori corps., merging into and under the name of POE & ASSOCIATES, INC., the runt. corp. filed 10/31/72 1'O£ I ASSOCIATES, INC. FTI.FE) IN OFFICE OF DEPARTMENT OF STATE, STATE OF FLORIDA, M• <m RICHARD IDICKI STONE SECRETARY fiF STATE. CERTIFICATE OF AMENUM NT TO CERTIFICATE OF INCORPORATION OF POE, DRISCOLL & McELlURRAY, INC. The undersigned officers of POE, DRISCOLL & McELMURRAY, INC., a corporation organised under the laws of the State of Florida do hereby.certtfy that the Board of Directors of said corporation approved and proposed to the Stockholders thereof an amendment to the Certificate of Incorporation of said corporation as set out herein, and that thereafter on the 13th day of April, A.D., 1971, at a meeting of the Stockholders called and held in compliance with Section 608.10 of the Florida Statutes and with the Certificate of Incorporation and By -Laws of said corporation, it Tampa, Florida, at which meeting the holderi of a majority of the number of shares entitled to vote were present in person or by proxy, the said Stockholders unanimously passed a resolution amending Article I of the Certificate of Incor- poration so that, as amended, it shall read as follows: ARTICLE I The name of the corporation shall be: POE & ASSOCIATES, INC. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the corporation this LI, r- i ••in INK - day of May, A.D., 1971. POE, DRISCOLL & MCELMURRAY, INC. (Corporate Seal] Attest: • ff4°s.._J r.t.ti i.eph 4E. Brown, Secretary 4' By: !1 W. P. Poe, President STATE OF FLORIDA ) ) SS COUNTY OF .HILLSBOROUCH ) 1 HEREBY CERTIFY that on this..,'Ci day of May, 1971, before me personally appeared W. F. POE and JOSEPH E. BROWN, President and Secretary, reepc.tively, of POE, DRISCOLL & MCELMURRAY, INC., to me well known to be the persons des- cribed in and who executed the foregoing Certificate of Amendment and they severally acknowledged the executioo thereof to be their free act and deed aa.such officers for the uses and purposes therein mentioned; that they affixed thereto the official seal of said corporation and the si=id instrument is the act and deed of said corporation. WITNESS my hand and official seal at Tampa, County of Hillsborough, State of Florida, the day and year last aforesaid. • NOTARY PUBLIC State of Florida at Large My Commission Expires: al 11-11166R ••••••••••••••••••••- Arend . arendinci .' II, TIT 1•7T " and LP/13/7/ Funis III; 1.1( r F I•EPARTAII:N1 OF STATE. STA I". oF FLORIDA , —1=-- • or, .•....4,44.2/.72 RICHARD MICK) STONE SECRE'rANY OF sT ATE corp-1 1 • CERTIFICATE OP INCORPORATION OP POE, DRISCOLL is MCELMURRAY, II1C . r •I :] • l7 ..' Lil '^f•r • We, the undersigned Incorporators, hereby associate ' ourselves together and make, subscribe, acknowledge and file with the Secretary of State of Florida, this Certificate of Incorporation for the purpose of forming a corporation for profit, in accordance with the Laws of the State of Florida, under the following Charter: ARTICLE I. .'3 ri 7,1 :1 .rrt d The name of the Corporation• shall be: 4 •C.� ''�• POE, DRISCOLL & MCELMURRAY, INC. ARTICLE II. The generRl nature of the business to be conducted by this Corporation shall be the production and brokerage of insurance and related services, including all functions re- lated thereto. This Corporation shall have the power to purchase, rent, Hold, own, enjoy, maintain and improve, or otherwise acquire, a►J to sell, exchange, mortgage or other- • wise dispose of, or otherwise encumber, and to manufacture, cause or license to be manufactured, and to lease and rent, real and personal property of every kind and character, with- out limitation as to amount, in and out of this state, and in the several etatcs and territories of the United States, .11r*r, �+ •`d4e ^..�.T1(wr y_iar• j1�,� • ice,'elf..15r.�Y_, el the District of Columbia, colonial posoonalon ov tcrr+.itorial acqulaltiona of the United Staten, and 'any foreign countrieo; to act as meal estate broker, agent, owns: and builder, to manufaoturo, aaquive, build, fabricate, erect, alter and repair all kinds of buildings, etructut•t, articles and forms of property; to both lend and borrow.ponny, eitner with or witcrout security; to acgr..ire, enjoy, utilize and dispose of patents, copyrights and trademarku, and any license or other rights or interests therein or the.'eundo: ; to guarantee, pur- chase, hold, sell, ass:.gn, transfer, m ort;;ht;e, pledge, and otherwise acquire anddispase of the shaes of t:,e capital stocks or any bonds, securities or ev!derlce of i i.deotedness issuad by Lnis or at:y other corporation of an:, a ate of country, or any _:;dividual, co -partnership, associa i.. on or busit,ess, or ot.;er'wise issued or created, and wilil'l t.io :colder or owner, assignee, pledgee or mortgagee of said s;.ock or securities,. to exercise all the rigns, powers and privileges of ow:.er; in- cluding ti,e right to vote to the same extent as natural persons raig,: t do. This corporation: also snail nave t;le power to enter into, make and perform contracts of any kind wit:i any persona, firm or association or corporation; to become a .partner or contract with any other corporation or corporations, individual or :In- dividuals, or both, to do any or all of tne things this corpo- ration is authorized to do; to have one or more offices, and i i� f':� �',. i i. , ""—�. . Y.' `'Y. i '- M: � � � !�f� 1. � ^e L'' � ' �?vR`f�,✓ I f �'"�M :.;, ' , �C' to carry on all or any part of its operations in any state or territory, or colonial, or ot.;rer possession of the United States, or any foreign country or plaoe; to transact any other business or businesses an may be authorized by Lie Board of Directors, and to exercise generally sucrl powers ae may be incident to or convenient for any or the. purpoeea or business of ;;nis Corporation, and to have, exercise and enjoy all or t.ne rignts and privileges of corporations for profit conferred by the laws of the State of Florida. Tne foregoing clauses shall be'construed both as objects and as powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be neld.to limit or restrict in any manner the powers of the corporation, and each power and object shall be.construed ae if named separately and alone, and shall not be limited in an;; way because of any other power or object. ARTICLE III. Tne maximum number of shares of capital stock tnat the Corporation is authorized to have outstanding at any time t-- is Two }undred Shares (200) which shares shall be of Ten Dollars par value common stock. All or any part of t:ie said common stock may be paid for in cash, or in property or services at a fair valuation to be fixed by the Board of Directors. All atock wnen issued, shall be fully paid for and shall be non -assessable. '�....34,0k, i In the event of Voluntary or involuntary liquidation or dissolution of the Corporation, the assets of the Corporation, after the payment of its debta and liabilities, shall be distributed equally among the holders of the said common stock. From time to time the common stock may be increased ac- cording to law and other issues of stock may be issued in such amounts and proportions as shall be determined by the Board of Directors, and as may be permitted by law. The subscription for and the ownership of all shares of stock in this Corporation are made and taken upon the con- dition that any holder of shares of stock desiring to sell, pledge or transfer the same shall (1) in the event the Stock- holder desires to sell or transfer, first offer his stock to the Corporation at the price last fixed for same by the Board of Directors, who shall have the duty of establishing said price at every annual meeting, or (2) in the event the Stockholder desires to pledge or encumber, first offer his stock to be pledged to the Corporation at his lowest terms (which shall in no event.require a greater sum of money than the said price fixed by the Hoard of Directors), and the Corporation shall have 90 days in which to exercise its option to accept such offer. Said notice shall be given' by a letter addressed to the home office of this Corpo- ration, 608 Jackson Street, Tampa,.Hillsborough County, Florida (or such address as may later become the home office address). _r , '� ` '+! ACs Ci '-`� : Jl i �a * 7 F �rrxjr .�wly�ry�n i�l " z ►, w.-., • i *'. r' `47:, . „ On the Corporation's failure to exercise its option within said 90 days, the other Stockholders of this Corporation or ouch of them as desire to do so shall have 30 days to exer- cise their option to purchase or accept the pledge of said stock as aforesaid. After the expiration of said 30 days, the Stockholder shall be free to make any other sale, pledge or transfer of his stock. The Directors shall have the power and it shall be their duty to sell and dispose of the shares which may be acquired by the Corporation at such price and for such consideration as they, in their discretion, shall decide, whenever, in their judgment, it can be done with safety and advantage to the Corporation and in all sales made by the Directors under any of the aforesaid provisions, it shall be their duty to sell the shares to such persona as shall appear together from their situation and character most likely to promote con- fidence in the stability of the Corporation.. The Company shall have the right at its option.and in such manner as it shall determine, to retie the stock of said Corporation from time to time upon any first day of January or July hereafter in whole or in part, at the afore- said price fixed by the Board of Directors, ARTICLE Iv. The amount of capital with which this Corporation will begin business will be Five Hundred Dollars (, ,ao). ARTICLE V. This Corporation shall have perpetual existence. ARTICLE VI, The principal office of the Corpoi;itlon shall be located at u08 Jackson Streei:, in Tampa,• Hills borough County, Florida, or at such other place as the Board of L:rectors may direct; and the Corporation shall have the polo:. to establish branch offices and other places of business at. Such other pluoee, within or without the State of Florida, as may se determined and deemed expedient by the Board of L:rectors. ARTICLE VII. There shall be a Board of Directors t'otnla Corporation which shall consist of not leas than three nor more than nine, the number of some to be fixed by the 3tockholders, the Board of Directors or by the corporate i3y-Laws. Each of the said Directors shall be of full age and at least one of them shall be a citizen of the United States as provided by the laws of the State of Florida. A quorum for the transaction of business shall be a majority of the Directors qualified and active, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. Subject to the .By -Law:, if any, adopted by the Stockholders, the Directors may make the By -Laws, and meetings of the Directors may be held within or without the State of Florida. Directors heed not be Stockholders. ARTICLE VIII. The names and post office addresses of fie rirst Officers and Board of Directors, who, subject to this Certificate of In- corporation, the By -Laws of this Corporation and the laws of the F'*ate of Florida, shall hold orrice £o.:• the flrat year of the Corporation's existence or until their successors are elected and have qualified, are: President W. F. Poe 7702 Park Drive, Tampa, Florida Vice -President William T. Driscoll., Jr. 2903 Beach Drive, Tampa, Florida Vice -President William C. McElmur:'ay 101 Adalia Tampa, Florida Secretary -Treasurer Charles W. Poe 4807 Sunset Blvd. Tampa, Florida The Hoard of Directors shall consist of the foregoing individuals. ARTICLE IX. The name and post office addresses of each subscriber to this Certificate of Incorporation of this Company, and the number of shares of common stock each agrees to take, are: '.. P. 7702 Park Drive Tampa, Floridr.. William T. Driscoll, 2903 deach Drive Jr. Tampa, Florida Charles W. Poe 4807 Sunset Blvd., Tampa, Florida 20 Shares 20 Sharea 20 Shares the proceeds of which will amount to at least 000.00. ARTICLE X. The following special provisions, powers, privileges and 4 limitations 'shall be applicable to and.govern this Corpo- ration: The Board of Directors shall be elected annually by the Stockholders at their annual meeting, or at a special meeting held for that purpose. All vacancies in the Board shall be filled by the Board. The time and place of the annual. Stock- holder's meeting shall be fixed by the By -Laws. Meetings of stockholders may be held within or without the State of Florida, and any Stockholder may waive notice thereof, either before, at or after the meeting. This Corporation shall have a President, two Vice} -Presi- dents, and a Secretary -Treasurer, and such other ofi'i:ers 35 the roard of Directors may provide. Only the President need be a Director. The same person may hold more than one office except those of President and Secretary -Treasurer. No person holding two or more offices shall aign any instrument in the capacity of more than one office. Officers need not be Stock- holders. Officers other than Directors shall be elected by the Directors at the first meeting of the Directors next after the annual meeting of the Stockholders, or as soon thereafter as may be. Each Officer and each Director shall hold office until his successor shall be elected and qualified. The duties, powers and functions of the Officers and Hoard or Directors shall be such as usually devolve upon such officers unless otherwise i`cf,'MlbIP"IY'!`1 111R:aF,.P!4`44Jji'i,, pre::oribcd by the :, -Laws. IN WITNESS OF TIE FOREGOING, we have hE:reunto bet our hands and seals, acknowledged and filed the foregoing Certificate of Incorporation under Chapter 608, Florida statutes, 1955, as amended. W . F. P6E I /4/i1( (SEAL) WILLIAT T. 5RI$tLL, JR. / ('T.) et) / Lt` (SEAL) CHARLFS W . POE` (SEAL) STATE OF FLORIDA COZY STY OF HILLSBORO UGH I HEREBY CERTIFY that on this da;1 personally appeared before me, the ui+aersigned authority, W. F. POE, WILLIAM T. tRISCOLL, JR., and CHARLES W. POE tome well known to be tne person de- scribed and who executed the foregoing Certificate of Incorporation, and acknowledged before me that they executed the same freely and voluntarily for the purpose therein ex- pressed. WITNESS my hand and official seal at Tampa, County of Hills- borough, and State of Florida, this 42 da of A.D. 1958. 4 AZi commission expires: : ry . c, a e • or •a at Large AS AMENDED EFFECTIVE AS OF NOVEMBER 8, 2002 BY-LAWS BROWN & BROWN, INC. ARTICLE I SHAREHOLDERS Section 1. Annual Meetings of Shareholders The annual meeting of the Shareholders for the election of the Board of Directors and the transaction of such further business as may come before the meeting shall be held at the Company's offices on the fourth Thursday of April each year (or in the event such day is a legal holiday, on the day next following which is not a legal holiday), unless by resolution of the Board of Directors in any year a different time is designated. Meetings of the shareholders may be held either within or without the State of Florida. Section 2. Special Meetings of Shareholders Special meetings of the shareholders may be called by the President or the Board of Directors whenever he or they deem it proper and shall be called by the President or by the Board of Directors upon the written request of shareholders holding a majority of common stock outstanding. Such meetings may be held either within or without the State. Section 3. Notice of Meetings of Shareholders A notice of each meeting of shareholders, signed by the Secretary, shall be mailed to each shareholder having the right and entitled to vote at such meeting, at his address as it appears on the records of the Corporation, not less than 10 nor more than 60 days before the date set for the meeting. If any such shareholder's address is unknown, notice shall be given by advertising once, in some newspaper published in Tampa, Florida within the time above specified for served or mailed notice. If any shareholder shall transfer any of his stock after notice, it shall not be necessary to notify the transferee. Any shareholder, however, may waive notice of any meeting, either before, at or after such meeting. Section 4. Qualification of Voters The directors may fix a date not more than 70 days prior to the date set for such meeting as the record date of which the shareholders of record who have the right to and are entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined. Section 5. Proxy and Voting Shareholders who are qualified to vote may vote at any meeting, either in person or, if absent, by proxy in writings which shall be filed with the Secretary of the meeting before being voted. Each common shareholder shall be entitled to as many votes as he holds shares of stock. Section 6. Quorum At any meeting of the shareholders a majority in interest of all the common stock issued and outstanding represented by shareholders of record in person or by proxy shall constitute a quorum for the transaction of business. A less interest may adjourn any meeting and the meeting may be held as adjourned without further notice, provided however, that directors shall not be elected at meetings so adjourned. Any question may be considered and acted upon at an annual meeting of the shareholders, but no question not stated in the call for a special meeting shall be acted upon thereat except by the written consent to the holders of a majority of the outstanding common stock, said consent to be filed with the records of the Corporation. ARTICLE II BOARD OF DIRECTORS Section 1. Number and Qualifications of Directors The Board of Directors shall consist of nine (9) in number to be elected annually at the meeting of the shareholders by a majority of the shares voted. The number may be increased or diminished from time to time, by resolution of the Board of Directors, but shall never be less than three (3). It shall not be necessary for directors to be shareholders, but all directors shall be of full age and at least one shall be a citizen of the United States. A director shall hold office until his successor is elected and has qualified. Section 2. Meetings of Directors The Board of Directors shall hold its regular and its special meetings at such times and places, within or without the state, as they deem to be to the best interest of the Corporation. The Board of Directors shall fix the time and place of its regular meetings. The President or any two directors may call special meetings of the Board of Directors but the President shall call a special meeting or meetings whenever requested in writing so to do by the holders of a majority of the stock then outstanding. The Board of Directors may conduct meetings by means of a conference telephone hookup. Section 2A. Action by Written Consent Any action required or permitted to be taken at a meeting of the Board of Directors or of a Committee may be taken by written consent, without a meeting, if the action is taken by all of the 2 members of the Board or the Committee. The action shall be evidenced by one or more written consents describing the action taken and shall be signed by each director or Committee member. Section 3. Notice of Meetings of Board of Directors After the Board of Directors has determined the time and place for regular meetings no notice thereof need be given. Notice of special meetings, stating the time and place thereof, shall be given to each director by mailing the same special delivery and, if it will expedite the notice, airmail, at his residence or business address at least two (2) days before the meeting, or by delivering the same to him personally or telegraphing or telecopying the same to him at his residence or business address not later than the day before the day on which the meeting is to be held, unless in case of emergency the President shall prescribe a shorter notice to be given personally, by telephone, telegram or by telecopy. The meeting of the Board of Directors for the election of officers may be held without notice immediately after the annual meeting of the shareholders and at the same place. Any director may waive notice of any meeting of the Board of Directors either before, at or after such meeting. Section 4. Powers of Directors The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Florida, with the Certificate of Incorporation or with these By -Laws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purposes and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive. The Board of Directors shall also have power to determine what amounts, if any, shall be borrowed by the Corporation and upon what terms, conditions or security and shall be authorized to incur such indebtedness as they may deem necessary and to authorize the execution thereof by the officers of the Corporation. The Board of Directors may, by resolution, designate two or more of their number to constitute an executive committee,who, to the extent provided in such resolution, shall have and may exercise the powers of the Board of Directors. Section 5. Vacancies When for any reason the office of a director shall become vacant, the remaining directors shall by a majority vote elect a successor who shall hold office until his successor is elected and has qualified. Vacancies resulting from an increase in the number of directors may be filled in the same manner. 3 Section 6. Quorum of Directors A majority of the members of the Board of Directors is required to constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, the act of the majority of the directors present shall be the act of f the Board of Directors and this shall be true even if no notice of such meeting shall have been given, provided a majority of the Board shall waive, as hereinabove provided, the giving of such notice. Section 7. Resignation or Removal Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if the time not be specified therein, upon its acceptance by the Board of Directors. The shareholders at any meeting called for the purpose by vote of a majority of the common stock issued and outstanding may remove from office any director elected by the shareholders or Board of Directors and elect his successor. ARTICLE III OFFICERS Section 1. Election and Qualification The Officers of this Corporation shall consist of a Chairman of the Board, a President, a Vice President, a Secretary and a Treasurer and one of more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or such other officers as the Board of Directors may provide. All of such officers shall be elected by the Board of Directors immediately after the annual meeting of the shareholders. None of the officers need be directors. The same person may hold more than one office, except those of President and Secretary or Assistant Secretary. The Board of Directors shall have the authority to fill any vacancy in any office. The Board of Directors shall have full authority to fix the compensation of all officers. All officers shall hold office until their successors are elected and have qualified. Section 2. Chairman of the Board The Chairman of the Board shall be the chief executive officer of the Corporation and shall preside at all meetings of the shareholders and shall preside at meetings of the Board of Directors. The Chairman of the Board, President or Vice President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all Certificates of stocks, bonds, deeds, mortgages, leases, or any other written instruments of the Corporation. He shall perform all the duties commonly incident to his office and shall perform such other duties as the Board of Directors shall designate. 4 Section 2A. President The President shall preside at meetings of the shareholders and/or directors in the absence, sickness or other disability of the Chairman of the Board. The President shall perform all the duties commonly incident to his office and shall perform such other duties as the Board of Directors shall designate. Section 3. Vice President The Vice President shall perform the duties and have the powers of the President (other than those as specified as duties of the Chairman of the Board) during the absence, sickness, or other disability of the President. In addition, he shall perform such other duties and have such other powers as the Board of Directors shall designate. Section 4. Secretary The Secretary shall keep accurate minutes of all meetings of the shareholders and the ' Board of Directors and shall perform all the duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have charge of the Corporate Seal and shall, if requested to do so, attest written instruments of the Corporation executed by the President or the Chairman the Board and affix the Corporate Seal thereto. In the absence of the Secretary, the Assistant Secretary shall perform the aforesaid duties. Section 5. Treasurer The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the Corporation and shall have and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to his office. He shall keep accurate accounts of the Corporation's transactions which shall be the property of the Corporation. Section d. Resignation and Removal Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or if the time be not specified therein upon its acceptance by the Board of Directors. The shareholders at any meeting called for the purpose by vote of a majority of the stock issued and outstanding may remove from office any officer elected or appointed by the Board of Directors and elect or appoint his successor. The Board of Directors by vote of not less than a majority of the entire Board may remove from office any officer or agent elected or appointed by it. 5 ARTICLE IV STOCK Section I. Certificate of Stack Certificates shall be signed by the Chairman of the Board or the President and the Secretary or an Assistant Secretary and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. When such Certificate is signed by a transfer agent or by a registrar, the signature of any of those officers named herein may be facsimile. Shares of stock may be transferable only by the registered holder thereof in person or by his attorney duly authorized in writing at the office of an authorized transfer agent of the Corporation upon the surrender of the certificate or certificates for such shares. Section 2. Stock Register A stock book, stock records or register shall be kept at the office of the Corporation in Florida, or in the office of one or more of its transfer agents or registrars, containing the names, alphabetically arranged, with the address, of every shareholder, showing the number of shares of stock held of record by him. If the stock records are kept in the office of a transfer agent or registrar, the Corporation shall keep at its office in Florida copies of the stock list prepared from the stock records and sent to it from time to time by said transfer agent or registrar. Section 3. Defaced or Mutilated Stock Certificates A new certificate may be issued in lieu of any certificate previously issued that may be defaced or mutilated, upon surrender for cancellation of the part of the old certificate sufficient, in the opinion of the Secretary, to protect the Corporation against loss or liability. Section 4. Loss of Stock Certificates In case of loss of any certificate of stock, the owner, before obtaining a duplicate thereof, shall be required to make affidavit that the stock has been lost, stolen or destroyed, describing the same accurately, which affidavit shall be filed with the Treasurer and shall be further required to give to the Corporation a bond or indemnity agreement satisfactory to the Board of Directors. 6 ARTICLE V SEAL Section 1. Description of Seal The corporate seal of the Corporation shall bear the words BROWN & BROWN, INC., and the word "FLORIDA", which shall be between two concentric circles, and on the inside the inner circle shall be the words "CORPORATE SEAL" and figures "1959", an impression of the said seal appearing on the margin hereof. ARTICLE VI AMENDMENTS Section 1. Method of Amendment or Change These By -Laws may be amended or repealed and additional By -Laws added or adopted by a majority vote of the entire Board of Directors so long as the proposed action is not inconsistent with any By -Laws which may have been adopted by any shareholders meeting by a vote of the majority of the issued and outstanding common stock of the Corporation. These By - Laws may be amended or repealed at any shareholders meeting by a vote of the majority of the issued and outstanding common stock of the Corporation. ARTICLE VII MISCELLANEOUS Section 1. Indemnification of Directors and Officers Every person who now is or hereafter may be a director or officer of this Corporation, or a director or officer of any other corporation serving as such at the request of this Corporation because of this Corporation's interest as a shareholder or creditor of such other corporation, shall be indemnified by this Corporation against all costs and amounts of liability therefor and expenses, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding or claim of whatever nature to which he is or shall be made a party by reason of his being or having been a director or officer of this Corporation or for such other corporation (whether or not he is such director or such officer at the time he is made a party to such action, suit, proceeding or claim or at the time such costs, expenses, amounts or liability therefor are incurred by or imposed upon him), provide that such indemnification shall not apply with respect to any matter as to which such director or officer shall be finally adjudged in such action, suit, proceeding or claim to have been individually guilty of gross negligence or wilful malfeasance in the performance of his duty as such director or officer and provided further that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim when, in the judgment of the Board of Directors of this Corporation, such settlement and reimbursement appeared to be for the best interests of this Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director or officer may be entitled under any agreement, vote of shareholders or others. Section 2. VaIidity of Certain Contracts No contract or other transaction between this Corporation and any other association, firm corporation (whether or not a majority of the ownership or capital stock of such other association, firm or corporation shall be owned by this Corporation), shall in any way be affected or invalidated by the fact that any of the directors or officers of this Corporation are pecuniarily or otherwise interested in, or are directors or officers of such other association, firm or corporation; any director of officer of this Corporation, individually, may be a party to or may be pecuniarily or otherwise interested in any contract or transaction of this Corporation; and any director of this Corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at the meeting of the Board of Directors of this Corporation which shall authorize or confirm any such contract or transaction and may vote thereat to authorize or confirm any such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested; and each and every person who may become a director or officer of this Corporation is hereby relieved from .any liability that might otherwise exist from thus contracting with this Corporation for the benefit of himself or any person, firm, association or corporation in which he may be in any way interested; provided, however, in any said contract or transaction there shall be an absence of actual fraud. -END- 8 jahr:ladmin\bylawsbb.doc 9