EX-25.1 8 tm224238d1_ex25-1.htm EXHIBIT 25.1

 

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  ¨

 

 

 

TMI TRUST COMPANY

(Exact name of trustee as specified in its charter)

 

Corporation duly organized and existing
under the laws of the State of Florida
(Jurisdiction of incorporation of organization
if not a U.S. national bank)		 56-2075834
(I.R.S. Employer
Identification Number)
   
1715 North Westshore Blvd., Suite 750,
Tampa, FL 33607
(Address of principal executive offices)		 33607
(Zip Code)

 

 

 

INNOVATIVE INDUSTRIAL PROPERTIES, INC. 

IIP OPERATING PARTNERSHIP, LP

SUBSIDIARY GUARANTOR REGISTRANTS (SEE BELOW)

(Exact Name of Registrant as Specified in its Governing Instruments)

 

Maryland (Innovative Industrial Properties, Inc.)  
Delaware (IIP Operating Partnership, LP)  		   81-2963381  
61-1800557  
(State or other jurisdiction of  
incorporation or organization)  		   (I.R.S. Employer  
Identification Number)  

 

For co-registrants, see “Subsidiary Guarantor Registrants” table on the following page.

 

1389 Center Drive, Suite 200
Park City, UT 84098
(858) 997-3332

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Paul E. Smithers

President and Chief Executive Officer 
INNOVATIVE INDUSTRIAL PROPERTIES, INC. 
1389 Center Drive, Suite 200
Park City, UT 84098 
(858) 997-3332

(Name, Address, Including Zip Code, and Telephone Number, 
Including Area Code, of Agent for Service)

 

With copies to:

Carolyn Long, Esq. 
Curt Creely, Esq. 
FOLEY & LARDNER LLP 
11988 El Camino Real, 
Suite 400 
San Diego, California 92130 
Tel: (858) 847-6700 
Fax: (858) 792-6773

 

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

 

 

 

 

 

SUBSIDIARY GUARANTOR REGISTRANTS

 

One or more of the following co-registrants, each a Subsidiary Guarantor Registrant, may fully and unconditionally guarantee on a joint and several basis any series of debt securities offered by the prospectus contained as part of this registration statement as set forth in a related prospectus supplement.

 

The address, including zip code, of each Subsidiary Guarantor Registrant’s principal executive offices is 1389 Center Drive, Suite 200, Park City, UT 84098 and the telephone number of each Subsidiary Guarantor Registrant’s executive office is (858) 997-3332.

 

The address, including zip code, of the agent for service for each of the Subsidiary Guarantor Registrants is Paul E. Smithers, President and Chief Executive Officer of Innovative Industrial Properties, Inc., 1389 Center Drive, Suite 200, Park City, UT 84098, and the telephone number of each Subsidiary Guarantor Registrant’s agent for service is (858) 997-3332.

 

 

 

 

The following subsidiaries of IIP Operating Partnership, LP (the “Operating Partnership”) fully and unconditionally guaranteed the Operating Partnership’s 5.50% Senior Notes due 2026:

 

Exact Name of Co-Registrant as Specified in its Charter*  State or
Other Jurisdiction
of
Incorporation
or
Organization		  Primary
Standard
Industrial
Classification
Code
Number		  I.R.S.
Employer
Identification Number
IIP-AZ 1 LLC  Delaware  6798  82-3634394
IIP-AZ 2 LLC  Delaware  6798  84-2952375
IIP-CA 1 LP  Delaware  6798  83-3384944
IIP-CA 2 LP  Delaware  6798  83-4168912
IIP-CA 3 LP  Delaware  6798  84-2157384
IIP-CA 4 LP  Delaware  6798  84-2157755
IIP-CA 5 LP  Delaware  6798  84-2614918
IIP-CA 6 LP  Delaware  6798  87-2820686
IIP-CA 7 LP  Delaware  6798  87-4408525
IIP-GP LLC  Delaware  6798  83-4138203
IIP-CO 1 LLC  Delaware  6798  83-2299414
IIP-CO 2 LLC  Delaware  6798  84-4451685
IIP-CO 3 LLC  Delaware  6798   87-3748676
IIP-CO 4 LLC  Delaware  6798   87-3757429
IIP-FL 1 LLC  Delaware  6798  84-3265394
IIP-FL 2 LLC  Delaware  6798  84-4957937
IIP-FL 3 LLC  Delaware  6798  86-1565362
IIP-IL 1 LLC  Delaware  6798  83-2839050
IIP-IL 2 LLC  Delaware  6798  84-3265595
IIP-IL 3 LLC  Delaware  6798  84-3265524
IIP-IL 4 LLC  Delaware  6798  84-3364406
IIP-IL 5 LLC  Delaware  6798  84-4957704
IIP-IL 6 LLC  Delaware  6798  86-3846242
IIP-MA 1 LLC  Delaware  6798  82-3862197
IIP-MA 2 LLC  Delaware  6798  83-1058492
IIP-MA 3 LLC  Delaware  6798  84-2146604
IIP-MA 4 LLC  Delaware  6798  84-4069077
IIP-MA 5 LLC  Delaware  6798  85-1230280
IIP-MA 6 LLC  Delaware  6798  85-3911616
IIP-MA 7 LLC  Delaware  6798  86-3621776
IIP-MD 1 LLC  Delaware  6798  82-1520007
IIP-MD 2 LLC  Delaware  6798  87-1984987
IIP-MI 1 LLC  Delaware  6798  83-1095301
IIP-MI 2 LLC  Delaware  6798  83-4567524
IIP-MI 3 LLC  Delaware  6798  84-2227188
IIP-MI 4 LLC  Delaware  6798  84-3079200
IIP-MI 5 LLC  Delaware  6798  84-3469893
IIP-MI 6 LLC  Delaware  6798  84-3841839
IIP-MI 7 LLC  Delaware  6798  85-2744630
IIP-MI 8 LLC  Delaware  6798  86-3622178
IIP-MN 1 LLC  Delaware  6798  82-3083925
IIP-MO 1 LLC  Delaware  6798  87-1983311
IIP-ND 1 LLC  Delaware  6798  84-3842119
IIP-NJ 1 LLC  Delaware  6798  85-1809387
IIP-NJ 2 LLC  Delaware  6798  85-1809715
IIP-NJ 3 LLC  Delaware  6798  87-4401685
IIP-NV 1 LLC  Delaware  6798  84-2058110
IIP-NY 1 LLC  Delaware  6798  81-4759744
IIP-NY 2 LLC  Delaware  6798  82-3035564
IIP-OH 1 LLC  Delaware  6798  83-3702650
IIP-OH 2 LLC  Delaware  6798  83-3740982
IIP-OH 3 LLC  Delaware  6798  84-3845857
IIP-OH 4 LLC  Delaware  6798  84-4451883
IIP-PA 1 LLC  Delaware  6798  82-4265206
IIP-PA 2 LLC  Delaware  6798  83-3778601
IIP-PA 3 LLC  Delaware  6798  83-3806650
IIP-PA 4 LLC  Delaware  6798  84-2302401
IIP-PA 5 LLC  Delaware  6798  84-2898347
IIP-PA 6 LLC  Delaware  6798  84-3842075
IIP-PA 7 LLC  Delaware  6798  85-0745852
IIP-PA 8 LLC  Delaware  6798  86-2767797
IIP-TX 1 LLC  Delaware  6798  86-2368147
IIP-VA 1 LLC  Delaware  6798  84-3845747
IIP-WA 1 LLC  Delaware  6798  85-3924670

 

 

 

 

Innovative Industrial Properties, Inc.

 

COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
RIGHTS
UNITS

 

GUARANTEES OF DEBT SECURITIES

 

IIP Operating Partnership, LP

 

DEBT SECURITIES

 

Subsidiary Guarantors

 

GUARANTEES OF DEBT SECURITIES OF IIP OPERATING PARTNERSHIP, LP

 

 

 

 

DEBT SECURITIES

(Title of the indenture securities)

 

Item 1.General Information. Furnish the following information as to the trustee:

 

(a)Name and address of each examining or supervising authority to which it is subject.

 

Florida Office of Financial Regulation
200 E. Gaines Street

Tallahassee, FL 32399

 

(b)Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Item 16.List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

 

1.            A copy of the articles of association of the trustee.

 

2.            A copy of the certificate of authority of the trustee to commence business.

 

3.            A copy of the authorization of the trustee to exercise corporate trust powers. (See exhibits 1 and 2).

 

4.            A copy of the existing bylaws of the trustee, as now in effect.

 

5.            Not Applicable.

 

6.            The consent of the Trustee required by Section 321(b) of the Act.

 

 

 

7.            A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

8.            Not Applicable.

 

9.            Not Applicable.

 

[Remainder of this Page Intentionally Left Blank;
Signature Pages Follow]

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, TMI TRUST COMPANY, a corporation duly organized and existing under the laws of the State of Florida, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and State of Georgia, on the 24th day of January, 2022.

 

 

  TMI TRUST COMPANY 
   
   
  By:   /s/ Debra Schachel
    Vice President

 

 

 

 

 

EXHIBIT 1

 

ARTICLES OF INCORPORATION

 

 

 

 

 

ARTICLES OF INCORPORATION OF

 

TMI TRUST COMPANY

 

The undersigned, acting as director(s) for the purpose of forming a financial institution corporation in accordance with the Laws of the State of Florida, adopt(s) the following Articles of Incorporation.

 

ARTICLE I

 

The name of the corporation shall be TMI Trust Company and its initial place of business shall be at 1715 North Westshore Boulevard, Suite 750, in the City of Tampa, in the County of Hillsborough and State of Florida. These Articles shall be effective upon filing with the Florida Division of Corporations.

 

ARTICLE II

 

The general nature of the business to be transacted by this corporation shall be: That of a general trust business with all the rights, powers, and privileges granted and conferred by the Florida Financial Institutions Codes, regulating the organization, powers, and management of trust corporations.

 

ARTICLE III

 

The total number of shares authorized to be issued by the corporation shall be 1,000,000. Such shares shall be of a single class and shall have a par value of $12.50 per share. The corporation shall have at least $1,250,000 in paid-in common capital stock to be divided into 100,000 shares. The amount of surplus with which the corporation will operate will be not less than $3,000,000 all of which (capital stock and surplus) shall be paid in cash.

 

 

 

ARTICLE IV

 

The term for which said corporation shall exist shall be perpetual unless terminated pursuant to the Florida Financial Institutions Codes. 

 

ARTICLE V

 

The number of directors shall not be fewer than seven (7). The names and street addresses of the first directors of the corporation are:

 

NAME STREET ADDRESS
   
Anthony A. Guthrie 4342 16th Street 
  St. Simons Island, Georgia 31522
   
Danny L. Buck 156 Balcones Bend 
  Boerne, Texas 78006
   
Richard F. Curcio 409 Nokomis Avenue S 
  Venice, Florida 34285
   
Ward J. Curtis 1904 Kansas Avenue NE 
  St. Petersburg, Florida 33703
   
Bryant N. Jones 2211 7th Street North 
  St. Petersburg, Florida 33704
   
James T. Maxwell 14270 Royal Harbour Court, #421 
  Fort Myers, Florida 33908
   
Benjamin F. Youngblood III 3011 Orchard Hill 
  San Antonio, Texas 78230

 

2

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
/s/ Anthony A. Guthrie   4342 16th Street 
     
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
     
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
     
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
     
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
     
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
     
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
     
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

3

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
     
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
/s/ Danny L. Buck   156 Balcones Bend 
     
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
     
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
     
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
     
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
     
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
     
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

4

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
Danny L. Buck   Boerne, Texas 78006
     
/s/ Richard F. Curcio   409 Nokomis Avenue S 
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

5

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
Richard F. Curcio   Venice, Florida 34285
     
/s/ Ward J. Curtis   1904 Kansas Avenue NE 
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

6

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
Ward J. Curtis   St. Petersburg, Florida 33703
     
/s/ Bryant N. Jones   2211 7th Street North 
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

7

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
Bryant N. Jones   St. Petersburg, Florida 33704
     
/s/ James T. Maxwell   14270 Royal Harbour Court, #421 
James T. Maxwell   Fort Myers, Florida 33908
     
    3011 Orchard Hill 
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

8

 

 

In witness of the foregoing, the undersigned director(s) have executed these Articles of Incorporation this 1st day of April, 2019.

 

NAME   STREET ADDRESS
     
    4342 16th Street 
     
Anthony A. Guthrie   St. Simons Island, Georgia 31522
     
    156 Balcones Bend 
     
Danny L. Buck   Boerne, Texas 78006
     
    409 Nokomis Avenue S 
     
Richard F. Curcio   Venice, Florida 34285
     
    1904 Kansas Avenue NE 
     
Ward J. Curtis   St. Petersburg, Florida 33703
     
    2211 7th Street North 
     
Bryant N. Jones   St. Petersburg, Florida 33704
     
    14270 Royal Harbour Court, #421 
     
James T. Maxwell   Fort Myers, Florida 33908
     
/s/ Benjamin F. Youngblood III   3011 Orchard Hill 
     
Benjamin F. Youngblood III   San Antonio, Texas 78230

 

9

 

 

Approved by the Office of Financial Regulation this 2nd day of April, 2019.

 

 

  Tallahassee, Leon County, Florida
   
   
  /s/ Ronald L. Rubin
  Ronald L. Rubin
  Commissioner
  Florida Office of Financial Regulation

 

 

 

 

 

EXHIBIT 2

 

CERTIFICATE OF AUTHORITY

 

 

 

 

 

1/13/2020 License Details
 

 

 

 

Florida Office of Financial Regulation

 

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License Number: 70259   Current Cate: 01/13/2020 02:30 PM
Name: TMI TRUST COMPANY
License Type: Non-Deposit Trust Company
License Status: Active
License Status Effective Date: 07/05/2018
Original Date of Licensure: 07/01/1998
Addresses    
Business Main Address Address  
  1715 NORTH VIESTSHORE BOULEVARD
  SUITE 750
  TAMPA, FL
  HILLSBOROUGH
  33607
  US
  View on a map
  Phone Number:  
  (813)288-4991
Mailing Address Address  
  455 FAIRWAY DRIVE, SUITE 103
  DEERFIELD BEACH , FL
  33441
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EXHIBIT 4

 

BYLAWS OF THE TRUSTEE

 

 

 

 

 

 

AMENDED AND RESTATED BYLAWS

 

OF

 

TMI TRUST COMPANY

 

 

 

 

 

TMI TRUST COMPANY

 

AMENDED AND RESTATED BYLAWS

 

TABLE OF CONTENTS

     

Article/Section Number Description Page

 

     
ARTICLE I OFFICES OF THE TRUST COMPANY 1
     
  1.01 Principal Office 1
  1.02 Other Offices 1
     
ARTICLE II SHAREHOLDERS 1
     
  2.01 Place of Meeting 1
  2.02 Annual Meetings 1
  2.03 Special Meetings 1
  2.04 Shareholder Lists 1
  2.05 Notice of Meetings 1
  2.06 Waivers of Notice 2
  2.07 Quorum of Shareholders 2
  2.08 Action by Shareholders 2
  2.09 Voting and Proxies 2
  2.10 Action by Unanimous Written Consent 3
     
ARTICLE III DIRECTORS 3
     
  3.01 Powers of Directors 3
  3.02 Number and Qualifications 3
  3.03 Filling of Vacancies 3
  3.04 Resignation of Directors 4
  3.05 Removal of Directors 4
  3.06 Place of Meetings 4
  3.07 Chairman of the Board 4
  3.08 First Meetings 4
  3.09 Regular Meetings 4
  3.10 Special Meetings 4
  3.11 Quorum of Directors 4
  3.12 Action by Written Consent, Fax and Electronic Mail 4
  3.13 Compensation of Directors 5
  3.14 Minutes of Meetings 5
     
ARTICLE IV NOTICES AND TELEPHONE MEETINGS 5
     
  4.01 Method of Giving Notice 5
  4.02 Waiver of Notice 5
  4.03 Telephone Meetings 5

 

i

 

 

ARTICLE V OFFICERS 6
     
  5.01 Qualifications 6
  5.02 Compensation of Officers 6
  5.03 Term and Vacancies 6
  5.04 Removal of Officers 6
  5.05 Resignation of Officers 7
  5.06 General Authority of Officers 7
  5.07 Execution of Instruments 7
       
ARTICLE VI COMMITTEES 7
     
  6.01 Executive Committee 7
  6.02 Audit Committee 8
  6.03 Other Committees 8
  6.04 Removal 8
       
ARTICLE VII CERTIFICATES AND SHAREHOLDERS 8
   
  7.01 Form of Certificates 8
  7.02 Lost Certificates 9
  7.03 Transfer of Shares 9
  7.04 Record Ownership Conclusive 9
  7.05 Closing Transfer Books 9
       
ARTICLE VIII

FIDUCIARY PROVISIONS

 10
   
  8.01 Fiduciary Files 10
  8.02 Trust Investments 10
       
ARTICLE IX OTHER PROVISIONS 10
   
  9.01 Distributions 10
  9.02 Reserves 10
  9.03 Records 11
  9.04 Fiscal Year 11
  9.05 Seal 11
  9.06 Indemnification 11
  9.07 Other Indemnification 11
  9.08 Insurance 11
  9.09 Transactions Between the Trust Company and an Officer, Director, or Shareholder 11
 
ARTICLE X AMENDMENT AND CONSTRUCTION 12
     
  10.01 Amendment 12
  10.02 Severability 12

 

ii

 

 

 

AMENDED AND RESTATED BYLAWS 

OF 

TMI TRUST COMPANY

 

 

ARTICLE I 

OFFICES OF THE TRUST COMPANY

 

1.01   Principal Office. The principal office of the trust company shall be located in Tampa, Hillsborough County, Florida.

 

1.02   Other Offices. The trust company may, subject to compliance with all applicable laws and regulations, have offices at such other places as the board of directors may from time to time determine or as the affairs of the trust company may require.

 

ARTICLE II 

SHAREHOLDERS

 

2.01   Place of Meeting. All meetings of shareholders for any purpose shall be held at the principal office of the trust company or at such place, either within or without the State of Florida, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

2.02   Annual Meetings. The annual meeting of shareholders shall be held no later than April 30 on such date, time and place as determined by the Board of Directors of the Company each year by resolution of the board of directors and specified in the notice of the meeting. At each such annual meeting, the shareholders shall elect a board of directors and transact such other business as may be properly brought before the meeting.

 

2.03   Special Meetings. Special meetings of the shareholders may be called for any purpose at any time by the chairman of the board, chief executive officer, the board of directors, or the holders of not less than fifty percent (50%) of all the shares entitled to vote at the meeting.

 

2.04   Shareholder Lists. At least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. For a period of ten (10) days prior to the meeting, the list shall be kept on file at the principal office of the trust company and shall be subject to inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

 

2.05   Notice of Meetings. Written notice stating the place, day and time of the meeting and, in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date thereof, either personally or by mail, by or at the direction of the president, the secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Only business within the purpose or purposes described in the notice required herein may be conducted at a special meeting of the shareholders. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the trust company.

 

 

 

2.06   Waivers of Notice. Whenever any notice is required to be given to any shareholder, under these bylaws, the articles of incorporation, or the laws of the State of Florida, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of ( a) notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened, and (b) an objection to consideration of a particular matter at the meeting that is not within the purpose of the meeting unless the shareholders object to considering the matter when it is presented.

 

2.07   Quorum of Shareholders. The holders of a majority of the shares issued and outstanding and entitled to vote at such meeting, present in person or by proxy, shall be requisite and shall constitute a quorum for the transaction of business at all meetings of shareholders, except as otherwise provided by statute, the articles of incorporation, or these bylaws . If a quorum is not present or represented at any meeting of shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any continuation of a meeting following such adjournment at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

2.08   Action by Shareholders. When a quorum is present at any meeting, the affirmative vote of the holders of the majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders' meeting is the act of the shareholders, unless the question is one upon which a different vote is required by statute, the articles of incorporation, or these bylaws. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shares to leave less than a quorum.

 

2.09   Voting and Proxies. Cumulative voting in the election of directors shall not be permitted. Each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact, but no proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise expressly provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest (which includes the appointment as proxy of a pledgee; a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares; a creditor of the trust company who extended it credit under terms requiring the appointment; an employee of the trust company whose employment contract requires the appointment; and a party to a voting agreement validly created under the laws of the State of Florida). Each proxy shall be filed with the secretary of the trust company prior to or at the time of the meeting. Any vote must be taken by written ballot upon the oral or written request of any shareholder.

 

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2.10   Action by Unanimous Written Consent. Any action required or permitted by statute to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on such action were present and voting. Any such signed consent, or a copy thereof, shall be placed in the minute book of the trust company.

 

ARTICLE III 

DIRECTORS

 

3.01   Powers of Directors. The business and affairs of the trust company shall be managed by its board of directors, which may exercise all powers of the trust company and do all lawful acts and things as are not by statute, the articles of incorporation, or these bylaws, directed or required to be exercised or done by the shareholders.

 

3.02   Number and Qualifications. The board of directors shall consist of not less than seven (7) nor more than twenty-five (25) directors, the majority of whom shall be residents of the State of Florida. Directors need not be shareholders of the trust company. The number of directors may be increased (to not more than 25) or decreased (but not below 7) from time to time by resolution adopted by the board of directors but may not be increased by more than two (2) between annual meetings. Prior to taking office, each director shall take oath that he/she accepts the position as director; that he will not violate, nor knowingly permit any officer, director, or employee of the trust company to violate the laws of the State of Florida in the conduct of the business of the trust company; and that he/she will diligently perform his duties as director. Such affidavit shall be sworn and subscribed to and spread upon the minutes of the directors' meeting. Without the prior written consent of the Florida Office of Financial Regulation, no person shall be nominated to serve as a director or shall serve as a director if (i) the trust company holds a judgment against such person; (ii) the trust company holds a charged-off obligation on which such person is liable; or (iii) such person has been convicted of a felony. Each director elected shall serve until his successor shall have been elected and qualified.

 

3.03   Filling of Vacancies. A vacancy occurring in the board of directors by reason of death, resignation, or removal may be filled by the Board of Directors of the Company by an affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose; provided that, if authorized by a resolution of the shareholders, the board of directors, without action by the shareholders, may fill up to two such directorships during any one year.

 

3.04   Resignation of Directors. Any director may resign from his office at any time by delivering his written resignation to the secretary of the trust company, and such resignation shall be effective immediately upon delivery to the secretary.

 

3.05   Removal of Directors. Any director may be removed with or without cause at any special meeting of shareholders, by the affirmative vote of a majority of the number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting.

 

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3.06   Place of Meetings. Regular or special meetings of the board of directors may be held either within or without the State of Florida.

 

3.07   Chairman of the Board. The chairman of the board of directors, if one be elected by the board of directors, shall preside at all meetings of the board of directors, if the chairman of the board is also an employee of the company, then such chairman shall also serve as an executive officer of the Company.

 

3.08   First Meetings. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order to legally constitute the meeting, provided a quorum of duly qualified directors shall be present. If the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following, and at the same place as the annual meeting of the shareholders; provided, however, that if at least a majority (but not less than 5) of the newly elected directors are not present and qualified, such initial meeting shall be adjourned by those directors who are present and have qualified until the necessary majority of directors have been qualified and can be convened at a meeting to be called by the president. Until such initial meeting of the newly elected directors is held, the prior board of directors shall continue in office.

 

3.09   Regular Meetings. Regular meetings of the board of directors shall be held at least quarterly, and may be held without notice at such time and place as shall from time to time be determined by resolutions of the board of directors.

 

3.10   Special Meetings. Special meetings of the board of directors may be called by the chairman of the board of directors or the chief executive officer and shall be called by the secretary on the written request of three (3) directors. Notice of any special meeting of the board of directors shall be given to each director at least two (2) days before the date of the meeting.

 

3.11   Quorum of Directors. At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

3.12   Action by Written Consent, Fax and Electronic Mail. Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the actions so taken, is signed by all of the members of the board of directors or such committee, as the case may be. Written consents of directors sent by facsimile transmission or electronic mail shall be accepted and effective for all purposes.

 

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3.13   Compensation of Directors. By resolution of the board of directors, the directors may be paid their expenses, if any, of attending each meeting of the board of directors and may be paid a fixed sum for attending each meeting of the board of directors or a stated salary for serving as a director. No such payment shall preclude any director from serving the trust company in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, by resolution of the board of directors, be allowed like compensation for attending committee meetings.

 

3.14   Minutes of Meetings. The board of directors shall keep regular minutes of its proceedings and such minutes shall be placed in the minute book or electronic equivalent of the trust company. Committees of the board of directors shall maintain a separate record of the minutes of their proceedings, which shall also be placed in the corporate minute book or electronic equivalent.

 

ARTICLE IV

NOTICES AND TELEPHONE MEETINGS

 

4.01   Method of Giving Notice. Any notice to directors or shareholders shall be in writing and shall be delivered personally or mailed to the directors or shareholders at their respective addresses appearing on the books of the trust company. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notices of meetings and written consents of directors sent by facsimile transmission or electronic mail shall be accepted and effective for all purposes. Any notice required to be given to shareholders, under these bylaws, the articles of incorporation, or the laws of the State of Florida, need not be given to a shareholder if (a) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (b) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a twelve month period have been mailed to that person, addressed at this address as shown on the records of the trust company, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the trust company a written notice setting forth his then current address, requirement that notice be given to that person shall be reinstated.

 

4.02   Waiver of Notice. Any notice required to be given may be subject to a waiver thereof in writing signed by the person or persons entitled to receive such notice, whether before or after the time stated therein, and such waiver shall be deemed equivalent to the giving of such notice in a timely manner. Any such signed waiver of notice, or a signed copy thereof, shall be placed in the minute book of the trust company. Attendance of such persons at any meeting shall constitute a waiver of notice of such meetings, except where the persons attend for the express purpose of objecting that the meeting is not lawfully convened.

 

4.03   Telephone Meetings. Subject to the requirements of the Florida Business Corporation Act, or these bylaws for notice of meetings, shareholders, members of the board or directors, or members of any committee designated by such board of directors may participate in and hold a meeting of such shareholders, board of directors, or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.03 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

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ARTICLE V

OFFICERS

 

5.01   Qualifications. The officers of the trust company need not be shareholders of the trust company or residents of the State of Florida. The board of directors shall elect annually a chief executive officer (who may also be a member of the board of directors), a president (who may also be a member of the board of directors), a treasurer, one or more division presidents, one or more vice chairmen, and a secretary responsible for maintenance of the trust company's corporate books and records and for the required attestation of signatures. The secretary and the president may not be the same person. Such other officers and assistant officers as the board of directors may deem desirable shall be appointed and removed in such other manner as may be prescribed by the board. Except for the offices of president and secretary, any two (2) or more offices may be held by the same person. Any person holding the title of vice president or below may be elected as an officer of the company upon the approval of either the chairman or CEO of the company and such approval shall be in writing and maintained in the permanent records of the company.

 

5.02   Compensation of Officers. The salaries of all officers of the trust company, with the exception of the chairman of the board if such chairman is deemed an executive officer of the company shall be fixed by either the chairman of the board, if such chairman is an executive officer of the company, or the CEO; the chairman's salary, if an executive officer of the company, shall be fixed by the Board of Directors of the Company or a committee thereof. The executive officers of the company shall have the power to enter into contracts for the employment and compensation of officers on such terms as the executive officer deems advisable. No officer shall be disqualified from receiving a salary or other compensation by reason of the fact that he is also a director of the trust company.

 

5.03   Term and Vacancies. The officers of the trust company shall hold office until their successors are elected or appointed and qualified, or until their death, resignation, or removal from office. Any vacancy occurring in any office of the trust company by death, resignation, removal, or otherwise, may be filled by the chairman or CEO of the company except for the a vacancy in the role of chairman which shall be filled by the Board of Directors of the Company.

 

5.04   Removal of Officers. Any officer elected or appointed may be removed at any time by the board of directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or employee shall not of itself create contract rights. Any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting, or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

 

5.05   Resignation of Officers. Any officer may resign at any time by giving written notice to the board of directors, or to the president, or the secretary of the trust company. Any such resignation shall take effect at the date of the receipt of such notice or at any later specified time; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

 

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5.06   General Authority of Officers. The board of directors, except as otherwise provided in these bylaws, may authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the trust company, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the trust company by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

 

5.07   Execution of Instruments. All documents, instruments or writings of any nature shall be signed, executed, verified, acknowledged or delivered by such officer and officers or such agent or agents of the trust company and in such manner as the board of directors may from time to time determine.

 

ARTICLE VI

COMMITTEES

 

6.01   Executive Committee. The board of directors may, by resolution adopted by a majority of the entire board, designate an executive committee consisting of one or more directors. Each executive committee member shall hold office until the first meeting of the board of directors after the annual meeting of shareholders and until the member's successor is elected and qualified, or until the member's death, resignation or removal, or until the member shall cease to be a director .

 

During the intervals between the meetings of the board of directors, the executive committee may exercise all the authority of the board of directors; provided, however, that the executive committee shall not have the power to amend or repeal any resolution of the board of directors that by its terms shall not be subject to amendment or repeal by the executive committee, and the executive committee shall not have the authority of the board of directors in reference to (i) the amendment of the Articles of Incorporation or Bylaws of the corporation; (ii) the adoption of a plan of merger or consolidation; (iii) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation; or (iv) a voluntary dissolution of the corporation or the revocation of any such voluntary dissolution.

 

The executive committee shall meet from time to time on call of the chairman of the board or the president or of any two or more members of the executive committee. Meetings of the executive committee may be held at such place or places, within or without the State of Florida, as the executive committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The executive committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a record of its proceedings and shall report these proceedings to the board of directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the board of directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.

 

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The executive committee shall act by majority vote of its members; provided, however, that contracts or transactions of and by the corporation in which officers or directors of the corporation are interested shall require the affirmative vote of a majority of the disinterested members of the executive committee at a meeting of the executive committee at which the material facts as to the interest and as to the contract or transaction are disclosed or known to the members of the executive committee prior to the vote.

 

Members of the executive committee may participate in committee proceedings by means of conference telephone or similar communications equipment by means of which all persons participating in the proceedings can hear each other, and such participation shall constitute presence in person at such proceedings.

 

The board of directors may by resolution designate one or more directors as alternate members of the executive committee who may act in the place and stead of any absent member or members at any meeting of said committee.

 

6.02   Audit Committee. The board of directors may, by resolution adopted by a majority of the entire board, designate an audit committee consisting of at least three members. Each member shall be a capable and experienced individual with at least two being directors of the Holding Company or Trust Company. Each audit committee member shall hold office until the first meeting of the board of directors after the annual meeting of shareholders and until the member's successor is elected and qualified, or until the member's death, resignation or removal. The audit committee shall meet as often as required to fulfill its responsibilities, but no less than once quarterly. The committee shall maintain minutes of its meetings.

 

6.03   Other Committees. The board of directors, by resolution passed by a majority of the entire board of directors, may from time to time designate members of the board of directors to constitute other committees, which shall in each case consist of such number of directors, not less than two (2), and shall have and may exercise such powers as the board of directors may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of any meeting, unless the board of directors shall otherwise direct. The board of directors shall have power at any time to change the number and the members (with or without cause) of any such committee, to fill vacancies and to discharge any such committee.

 

6.04   Removal. The board of directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

 

ARTICLE VII

CERTIFICATES AND SHAREHOLDERS

 

7.01   Form of Certificates. Certificates shall be delivered representing all shares of stock in the trust company to which shareholders are entitled. Certificates for shares of stock of the trust company shall be in such form as shall be required by law and as shall be approved by the board of directors. Every certificate for shares issued by the trust company must be signed (such signatures may be facsimiles) by the president or a vice president and the secretary or an assistant secretary. Such certificates shall bear a legend or legends in the form and containing the restrictions required to be stated thereon by the Florida Business Corporation Act, other provisions of law, the articles of incorporation or these bylaws. Certificates shall be consecutively numbered and shall be recorded in the books of the trust company as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, the par value of such shares, and such other matters as may be required by law, the articles of incorporation or these bylaws.

 

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7.02   Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate previously issued by the trust company alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the loss or destruction. In so doing, the board of directors may in its discretion and as a condition precedent to the issuance of a new certificate (a) require the owner of the lost or destroyed certificate or such owner's legal representative, to advertise the same in such manner as it shall require and/or (b) to give the trust company a bond (with a surety or sureties satisfactory to the trust company) in such sum as it may direct, as indemnity against any claim, or expense resulting from any claim that may be made against the trust company with respect to the certificate alleged to have been lost or destroyed.

 

7.03   Transfer of Shares. Shares of stock shall be transferable only on the books of the trust company by the holder thereof in person or by such holder's duly authorized attorney. Upon surrender to the trust company or its transfer agent of a certificate representing shares properly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the trust company or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

7.04   Record Ownership Conclusive. The trust company shall be entitled to treat the holder of record of any share or shares of stock in the trust company as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law or by any stock purchase and redemption agreement to which the stock may be subject, if such agreement has been formally executed or accepted by the trust company. When shares are registered on the books of the trust company in the names of two or more persons as joint owners with the right of survivorship, after the death of a joint owner and before the time that the trust company receives actual written notice that parties other than the surviving joint owner or owners claim an interest in the shares or any distributions thereon, the trust company may record on its books and otherwise effect the transfer of those shares to any person, firm, or trust company (including that surviving joint owner individually) and pay any distributions made in respect of those shares, in each case as if the surviving joint owner or owners were the absolute owners of the shares .

 

7.05   Closing Transfer Books. The board of directors shall have the power to close the stock transfer books of the trust company for a period not exceeding sixty (60) days preceding the date of any meeting of the shareholders or the date for payment of any distribution by the trust company ( other than a distribution involving a purchase or redemption by the trust company of any of its own shares) or a share dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any distribution by the trust company ( other than a distribution involving a purchase or redemption by the trust company of any of its own shares) or a share dividend, or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such distribution or share dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of capital stock, and in such case only shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such distribution or share dividend, or allotment of rights, or exercise such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the trust company after any such record date fixed as herein provided.

 

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ARTICLE VIII

FIDUCIARY PROVISIONS

 

8.01   Fiduciary Files. There shall be maintained by the trust company all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

 

8.02   Trust Investments. Funds held in a fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class investment to be made and does not vest in the trust company a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

 

ARTICLE IX

OTHER PROVISIONS

 

9.01   Distributions. The board of directors may authorize the trust company, at any regular or special meeting of the directors, to make distributions and to declare share dividends subject to the provisions of the articles of incorporation and the laws of the State of Florida. Such distribution may be in the form of cash or, in the case of share dividends, in shares of the trust company. The authorization for distributions and share dividends shall be at the discretion of the board of directors.

 

9.02   Reserves. Before payment of any distribution, the board of directors shall create and set aside funds and reserves as required by applicable law or as the directors from time to time and in their absolute discretion think proper to provide for contingencies or to equalize distributions or to repair or maintain any property of the trust company, or for any other purpose they think beneficial to the trust company. Subject to the requirements of applicable law, the directors may modify or abolish any such reserve or fund in the manner in which it was created.

 

9.03   Records. The trust company shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

 

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9.04   Fiscal Year. The fiscal year of the trust company shall, unless otherwise fixed by resolution of the board of directors, be the calendar year.

 

9.05   Seal. The trust company's seal shall be in such form as may be prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The seal need not be affixed to any document signed on behalf of the trust company unless specifically required by resolution of the board of directors.

 

9.06   Indemnification. The trust company shall indemnify and hold harmless each person who was or is a director or executive officer of the trust company and may indemnify any other person, including any person who was or is serving as a director, officer, fiduciary or other representative of another entity at the request of the trust company, and each such person's heirs and legal representatives to the fullest extent provided in the trust company's articles of incorporation.

 

9.07   Other Indemnification. The foregoing rights of indemnification and reimbursement shall not be exclusive of any other right to which any such person may be entitled by law, bylaw, agreement, shareholder's vote or otherwise.

 

9.08   Insurance. The trust company shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the trust company or who was serving at the request of the association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the trust company would have the power to indemnify such person against such person under the trust company's articles of incorporation.

 

9.09   Transactions Between the Trust Company and an Officer, Director, or Shareholder. No contract or other transaction between the trust company and any of its directors, officers or any trust company or other organization in which any of them are directly or indirectly interested, shall be void or voidable solely by reason of the interest or relationship of such director or officer if:

 

(1)the material facts of the relationship or interest of each such director, officer or security holder are known or disclosed:

 

(a)to the board of directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

  

(b)to the shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes; or

 

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(2)the contract or transaction is fair to the trust company as of the time it is authorized or ratified by the board of directors, or the shareholders.

 

ARTICLE X

AMENDMENT AND CONSTRUCTION

 

10.01   Amendment. The board of directors shall have the power to alter, amend, or repeal these bylaws or adopt new bylaws, subject to the right of the shareholders to rescind any board action with regard to the bylaws at a regular meeting of shareholders or at a special meeting of shareholders called for such purpose.

 

10.02   Severability. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable, the remainder of these bylaws shall be considered valid.

 

The undersigned, the secretary of the trust company, hereby certifies that the foregoing bylaws were adopted by the board of directors of the trust company as of April 30, 2019.

 

  Robert C. Finely, Secretary

 

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EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

 

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, TMI Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

 

  TMI TRUST COMPANY
   
   
  By: /s/ Debra Schachel
    Vice President

Atlanta, Georgia
January 24, 2022

 

 

 

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

TMI TRUST COMPANY

 

 

 

 

 

TMI HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

DECEMBER 31, 2020 AND 2019

 

 

   2020   2019 
ASSETS          
Cash and cash equivalents  $3,774,760   $4,037,330 
Certificate of deposit   -    319,972 
Investment securities held to maturity, at cost   322,291    2,000 
Accounts receivable, net   288,065    433,997 
Fee receivables   1,970,706    2,009,713 
Prepaid expenses   637,405    691,497 
Property and equipment, net   265,377    286,887 
Investment in equity securities   409,000    409,000 
Receivable from trusts   29,939    48,485 
Goodwill and intangible assets   7,277,298    6,149,664 
Deferred tax asset, net   680,820    340,072 
Other assets   32,338    38,323 
Total Assets  $15,687,999   $14,766,940 
LIABILITIES AND STOCKHOLDERS' EQUITY          
Liabilities:          
Accounts payable and accrued expenses  $1,405,072   $1,231,877 
Deferred fee income   513,096    295,927 
Acquisition note payable   1,908,750    2,545,000 
Earnout liability   1,400,000      
Notes payable, net of unamortized discount of $85,672 and $102,093, respectively   464,328    447,907 
Convertible notes payable to related parties   2,900,000    2,900,000 
Line of credit   650,000    800,000 
Other liabilities   143,051    192,607 
Total Liabilities   9,384,297    8,413,318 
Commitments and contingencies (Note 14)          
Stockholders' Equity:          
Series B convertible preferred stock, no par value;          
337,500 shares issued and outstanding at December 31 , 2020 and 2019   675,000    675,000 
Series A convertible preferred stock, no par value;          
1,250,135 shares issued and outstanding at December 31 , 2020 and 2019   1,841,847    1,841,847 
Common stock; $1 par value per share; 3,000,576 shares issued and outstanding at December 31 , 2020 and 2019   3,000,576    3,000,576 
Paid-in capital   1,207,750    1,168,553 
Accumulated deficit   (421,471)   (332,354)
Total Stockholders' Equity   6,303,702    6,353,622 
Total Liabilities and Stockholders' Equity  $15,687,999   $14,766,940 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.  

 

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