14 results
S-3
SGC
Superior Group of Companies Inc..
30 Oct 20
Shelf registration
4:31pm
at the request in writing of a majority of the directors. Except as provided above, shareholders will not be permitted to call a special meeting … or to require our board of directors to call a special meeting. This provision will make it more difficult for shareholders to take action opposed
8-K
EX-3.2
SGC
Superior Group of Companies Inc..
4 May 18
Amendments to Articles of Incorporation or Bylaws
12:00am
Exhibit 3.2
BYLAWS
OF
SUPERIOR GROUP OF COMPANIES, INC.
As amended and restated as of May 3, 2018
ARTICLE I
Offices
SECTION 1.1. Principal Office. The principal office of Superior Group of Companies, Inc. (the “Corporation”) shall be located in the County of Pinellas, State of Florida.
SECTION 1.2. Other Offices. The Corporation may also have offices and places of business at such other places within or without the State of Florida as the Board of Directors may, from time to time, determine, or the business of the Corporation may require.
SECTION 1.3. Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method, including without limitation, electronic information storage devices or methods; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
ARTICLE II
Shareholders
SECTION 2.1. Shareholders’ Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation, except in cases in which the notice thereof designates some other place which may be either within or without the State of Florida.
SECTION 2.2. Annual Meetings. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as shall be fixed from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.
SECTION 2.3. Special Meetings. Special meetings of the shareholders of the Corporation shall be held whenever called by the Chairperson of the Board, Chief Executive Officer, President, or the Board of Directors, and shall be called by the Chief Executive Officer, President or Secretary at the request in writing delivered to the Secretary by a majority of the Directors. No business shall be brought before any special meeting except as specified in the written notice of meeting; provided, however, that nothing in this Section 2.3 shall be deemed to preclude discussion by any shareholder of any business properly brought before any special meeting.
SECTION 2.4. Notice of Meeting. Written notice of each meeting of shareholders stating the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in person, by electronic communication or by mail not less than ten (10) nor more than sixty (60) days before the date of the meeting by or at the direction of the President, the Secretary or the officer or officers calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class.
Whenever any notice is required to be given to any shareholder of the Corporation under the provisions of these Amended and Restated Bylaws (the “Bylaws”), the Articles of Incorporation or the Florida Business Corporation Act (in each case as the same may be from time to time in effect), a waiver thereof in writing signed by the person or persons entitled to such notice either before, at or after the meeting shall be deemed equivalent to the giving of such notice.
A shareholder’s attendance at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (b) waives objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
SECTION 2.5. Adjournments. Any meeting of the shareholders, annual or special, may be adjourned from time to time to another date, time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the date, time, place, if any, and the means of remote communication, if any, by which shareholders may be deemed to be present in person and vote at such meeting, are announced at the meeting before the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
SECTION 2.6. Quorum. Except as otherwise provided in the Articles of Incorporation, at any meeting of the shareholders, a majority of the shares of the stock of the Corporation issued and outstanding and entitled to vote represented by shareholders of record in person or by proxy shall constitute a quorum for the transaction of business. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum.
SECTION 2.7. Voting and Proxies. Each share of stock entitled to voting privileges shall entitle the holder of record thereof to one vote upon each proposal presented at any meeting of the shareholders except as otherwise provided in the Articles of Incorporation. Votes may be cast either in person or by proxy. Except as otherwise provided by law or in the Articles of Incorporation, when a quorum is present at any meeting, shareholders shall have approved any matter properly brought before such meeting, other than the election of Directors, if the votes cast by shareholders present in person or represented by proxy at the meeting in favor of such matter exceed the votes cast by such shareholders against such matter. Except as otherwise provided by law or in the Articles of Incorporation, when a quorum is present at the meeting, each Director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election.
SECTION 2.8. Fixing Record Date. The Board of Directors may fix a date not exceeding seventy (70) days and not less than ten (10) days prior to the date of any meetings of shareholders as the time as of which shareholders entitled to notice of and to vote at such meeting, shall be determined, and all persons who were holders of record of voting shares at such time and no others shall be entitled to notice of and to vote at such meeting. However, a record date shall not precede the date upon which the resolution fixing the record date is adopted.
When a determination of the shareholders entitled to notice of or to vote at any meeting has been made, that determination shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
The Board of Directors may also fix a date not exceeding fifty (50) days preceding the date fixed for the payment of any dividend or for any other purpose, as a record time for the determination of the shareholders entitled to receive any such dividend, distribution, right or interest, or to participate in any such other action, and in such case only shareholders of record at the time so fixed shall be entitled to receive such dividend, distribution right or interest or to participate in such other action.
If no record date is fixed as described in the preceding paragraphs, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or entitled to receive payment of a dividend or for any other purpose shall be: (a) for the purpose of a meeting of the shareholders, the later of (i) the day twenty (20) days before the day on which the notice of such meeting is mailed and (ii) the day on which the resolution of the Board of Directors authorizing the notice of such meeting is adopted; or (b) for the purposes of entitlement to receive payment of a dividend or for any other purpose, the day on which the resolution of the Board of Directors declaring such dividend or authorizing such other action is adopted.
SECTION 2.9. Notification of Shareholder Proposed Business. No business may be transacted at an annual meeting of shareholders, other than business that is either (a) properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.9.
In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary.
To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) (A) the class, series and number of all shares of stock of the Corporation which are owned by such shareholder, (B) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder and (C) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such shareholder or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such shareholder or any of its affiliates or associates with respect to stock of the Corporation, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, and (v) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
In addition, notwithstanding anything in this Section 2.9 to the contrary, a shareholder intending to nominate one or more persons for election as a Director at an annual or special meeting must comply with Section 3.9 of these Bylaws for such nominations to be properly brought before such meeting.
No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.9, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.9 shall be deemed to preclude discussion by any shareholder of any such business. If the chairperson of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
SECTION 2.10. Representative Claims. Except where a private right of action at a lower threshold than that required by this Section 2.10 is expressly authorized by applicable statute, a current or prior shareholder or group of shareholders (collectively, a “Claiming Shareholder”) may not initiate a claim in a court of law on behalf of (1) the Corporation and/or (2) any class of current and/or prior shareholders against the Corporation and/or against any director … Officer, President or two or more Directors. Notice of a special meeting stating the date, time and place of the meeting shall be given by the Secretary
8-K
EX-3.1
4vkehndv
28 Feb 11
Material Modifications to Rights of Security Holders
12:00am
8-A12B
EX-3.2
bcf0diesxb
20 Mar 08
Registration of securities on exchange
12:00am
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