<PAGE 1>

As filed with the Securities and Exchange Commission on August 3, 2000

                           Registration Statement No. 33-________
_________________________________________________________________
_________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
             ______________________________________

                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
             ______________________________________

                       BROWN & BROWN, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA                                           59-0864469
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA                            32115
 (Address of Principal Executive Office)         (Zip Code)

                       BROWN & BROWN, INC.
         2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES
                    (Full title of the plan)
                     ______________________

                        LAUREL L. GRAMMIG
          VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                       BROWN & BROWN, INC.
                401 E. JACKSON STREET, SUITE 1700
                      TAMPA, FLORIDA 33602
             (Name and address of agent for service)
                         (813) 222-4100
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                  |             |   Proposed |   Proposed   |              |
     Title of     |    Amount   |    maximum |   maximum    |  Amount of   |
    securities    |     to be   |   offering | aggregate    | registration |
 to be registered |  Registered |    price   |  offering    |     fee      |
                  |             |  per share*|   price*     |              |
__________________|_____________|____________|______________|______________|
                  |             |            |              |              |
Common stock, par |             |            |              |              |
value $.10 per    |    300,000  |   $47.71   |$14,313,000.00|  $3,778.63   |
share.............|    shares   |            |              |              |
__________________|_____________|____________|______________|______________|

* Estimated  pursuant  to  Rules 457(c)  and  (h)  under  the
  Securities Act of 1933, solely for the purpose of calculating the
  registration  fee.  The fee is calculated upon the basis  of  the
  average between the high and low sales price for shares of common
  stock  of  the  registrant as reported  on  the  New  York  Stock
  Exchange on July 31, 2000.

<PAGE 2>
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following documents previously filed by Brown & Brown,
Inc.  f/k/a Poe & Brown, Inc. (the "Company") with the Commission
are incorporated by reference:

      (1)   The Company's annual report on Form 10-K for the year
ended December 31, 1999;

      (2)   The Company's quarterly report on Form 10-Q  for  the
quarter ended March 31, 2000;

      (3)   The Company's Proxy Statement, dated March 15,  2000,
for the Company's 2000 Annual Meeting of Shareholders; and

      (4)  The description of the Company's common stock contained
in  the Company's Registration Statement on Form S-4, File Number
33-58090,  filed  with the Commission on February  10,  1993,  as
amended.

      All documents subsequently filed by the Company pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934, prior to the filing of a post-effective  amendment
which indicates that all securities offered hereby have been sold
or  which deregisters all securities then remaining unsold, shall
be  deemed  to  be incorporated by reference in this registration
statement  and to be part hereof from the date of the  filing  of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is a Florida corporation.  Reference is made to
Section  607.0850 of the Florida Business Corporation Act,  which
permits,   and   in  some  cases  requires,  indemnification   of
directors,  officers, employees, and agents of the Company  under
certain circumstances and subject to certain limitations.

      Under  Article VII of the Company's Bylaws, the Company  is
required  to  indemnify its officers and directors, and  officers
and  directors of certain other corporations serving as  such  at
the  request  of  the Company, against all costs and  liabilities
incurred  by  such  persons by reason of  their  having  been  an
officer  or  director of the Company or such  other  corporation,
provided  that such indemnification shall not apply with  respect
to  any  matter  as  to which such officer or director  shall  be
finally  adjudged  to  have  been individually  guilty  of  gross
negligence or willful malfeasance in the performance  of  his  or
her  duty as a director or officer, and provided further that the
indemnification  shall, with respect to  any  settlement

<PAGE 3>

of  any suit, proceeding, or claim, include reimbursement of any amounts
paid  and expenses reasonably incurred in settling any such suit,
proceeding,  or  claim  when, in the judgment  of  the  Board  of
Directors, such settlement and reimbursement appeared to  be  for
the best interests of the Company.

      The  Compensation  Committee  of  the  Company's  Board  of
Directors  (the  "Committee") has authority to grant  options  to
employees  under the Company's 2000 Incentive Stock  Option  Plan
for  Employees  being registered hereunder (the "Plan"),  and  is
responsible for the general administration and interpretation  of
the  Plan.  The Plan provides that members of the Committee  (and
any officers or employees of the Company to whom authority to act
for the Board of Directors or the Committee is delegated) have  a
right  to indemnification with respect to claims arising  against
them  individually  as  a result of their administration  of  the
Plan.  This right does not apply in the case where such person is
adjudged  liable for gross negligence, bad faith, or  intentional
misconduct in the performance of his or her duties.

      The  Company has purchased insurance with respect to, among
other  things,  liabilities that may arise  under  the  statutory
provisions referred to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

      4  -     Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees

      5  -     Opinion of the Company's General Counsel as to
               the   legality   of   the  securities  being   registered
               hereunder

     23a  -    Consent of Arthur Andersen LLP, independent
               certified public accountants

     23b -     Opinion of the Company's General Counsel (included in
               Exhibit 5)

     24a -     Powers of attorney for individual directors

     24b -     Resolutions adopted by the Board of Directors
               and certified by the Secretary of the Company

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   to  file, during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
registration statement:

               (i)  to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                (ii)  to  reflect in the prospectus any facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,

<PAGE 4>

individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement;

               (iii)     to include any material information with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement;

            PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do  not  apply  if  the information  required  to  be
included  in  a  post-effective amendment by those paragraphs  is
contained in periodic reports filed by the registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference  in  the  registration
statement.

          (2)  that, for the purpose of determining any liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to  the securities offered herein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

           (3)   to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

      (c)   Insofar  as  indemnification for liabilities  arising
under the Securities Act of 1933 (the "Act") may be permitted  to
directors,  officers and controlling persons  of  the  registrant
pursuant  to the foregoing provisions (see Item 6) or  otherwise,
the  registrant  has  been advised that in  the  opinion  of  the
Securities  and  Exchange  Commission  such  indemnification   is
against  public policy as expressed in the Act and is, therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

<PAGE 5>
                           SIGNATURES

THE  REGISTRANT.  Pursuant to the requirements of the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Daytona Beach, State of
Florida, on July 31, 2000.

                              BROWN & BROWN, INC.

                              By:       *
                                 _____________________________
                                 J. Hyatt Brown, President and
                                  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933,  this
report has been signed by the following persons on behalf of  the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                          <C>                                <C>
Signature                    Title                              Date
_________                    _____                              ____

           *
______________________       Chairman of the Board, President   July 31, 2000
J. Hyatt Brown               and Chief Executive Officer
                             (Principal Executive Officer)

           *                 Director                           July 31, 2000
______________________
 Samuel P. Bell, III

           *                 Director                           July 31, 2000
______________________
Bradley Currey, Jr.

           *                 Director                           July 31, 2000
______________________
Jim W. Henderson

           *                 Director                          July 31, 2000
______________________
David H. Hughes

           *                 Director                          July 31, 2000
______________________
Theodore J. Hoepner

           *                 Director                          July 31, 2000
______________________
Toni Jennings

           *                 Director                          July 31, 2000
______________________
Jan E. Smith

           *                 Vice President, Treasurer and     July 31, 2000
_______________________       Chief Financial Officer (Principal
Cory T. Walker                Financial and Accounting Officer)

</TABLE>

*By: /S/ LAUREL L. GRAMMIG
    _______________________
      Laurel L. Grammig
      Attorney-in-Fact

<PAGE 6>

                            EXHIBITS

Exhibit 4      Brown & Brown, Inc. 2000 Incentive Stock Option
               Plan for Employees

Exhibit 5     Opinion of the Company's General Counsel as to  the
              legality of the securities being registered hereunder

Exhibit 23a    Consent of Arthur Andersen LLP, independent
               certified public accountants

Exhibit 23b    Opinion of the Company's General Counsel (included
               in Exhibit 5)

Exhibit 24a    Powers of attorney for individual directors and
               certain officers

Exhibit 24b    Resolutions adopted by the Board of Directors and
               certified by the Secretary of the Company
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 14668}]
{"company-data": {"conformed-name": "BROWN & BROWN INC", "cik": "0000079282", "assigned-sic": "6411", "irs-number": "590864469", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43018", "film-number": "685931"}, "business-address": {"street1": "220 S RIDGEWOOD AVE", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114", "phone": "9042529601"}, "mail-address": {"street1": "220 S RIDGEWOOD AVENUE", "city": "DAYTONA BEACH", "state": "FL", "zip": "32114"}, "former-company": [{"former-conformed-name": "POE & BROWN INC", "date-changed": "19930827"}, {"former-conformed-name": "POE & ASSOCIATES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on August 3, 2000

                           Registration Statement No. 33-________
_________________________________________________________________
_________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
             ______________________________________

                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
             ______________________________________

                       BROWN & BROWN, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA                                           59-0864469
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA                            32115
 (Address of Principal Executive Office)         (Zip Code)

                       BROWN & BROWN, INC.
         2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES
                    (Full title of the plan)
                     ______________________

                        LAUREL L. GRAMMIG
          VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                       BROWN & BROWN, INC.
                401 E. JACKSON STREET, SUITE 1700
                      TAMPA, FLORIDA 33602
             (Name and address of agent for service)
                         (813) 222-4100
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                  |             |   Proposed |   Proposed   |              |
     Title of     |    Amount   |    maximum |   maximum    |  Amount of   |
    securities    |     to be   |   offering | aggregate    | registration |
 to be registered |  Registered |    price   |  offering    |     fee      |
                  |             |  per share*|   price*     |              |
__________________|_____________|____________|______________|______________|
                  |             |            |              |              |
Common stock, par |             |            |              |              |
value $.10 per    |    300,000  |   $47.71   |$14,313,000.00|  $3,778.63   |
share.............|    shares   |            |              |              |
__________________|_____________|____________|______________|______________|

* Estimated  pursuant  to  Rules 457(c)  and  (h)  under  the
  Securities Act of 1933, solely for the purpose of calculating the
  registration  fee.  The fee is calculated upon the basis  of  the
  average between the high and low sales price for shares of common
  stock  of  the  registrant as reported  on  the  New  York  Stock
  Exchange on July 31, 2000.
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following documents previously filed by Brown & Brown,
Inc.  f/k/a Poe & Brown, Inc. (the "Company") with the Commission
are incorporated by reference:

      (1)   The Company's annual report on Form 10-K for the year
ended December 31, 1999;

      (2)   The Company's quarterly report on Form 10-Q  for  the
quarter ended March 31, 2000;

      (3)   The Company's Proxy Statement, dated March 15,  2000,
for the Company's 2000 Annual Meeting of Shareholders; and

      (4)  The description of the Company's common stock contained
in  the Company's Registration Statement on Form S-4, File Number
33-58090,  filed  with the Commission on February  10,  1993,  as
amended.

      All documents subsequently filed by the Company pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934, prior to the filing of a post-effective  amendment
which indicates that all securities offered hereby have been sold
or  which deregisters all securities then remaining unsold, shall
be  deemed  to  be incorporated by reference in this registration
statement  and to be part hereof from the date of the  filing  of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is a Florida corporation.  Reference is made to
Section  607.0850 of the Florida Business Corporation Act,  which
permits,   and   in  some  cases  requires,  indemnification   of
directors,  officers, employees, and agents of the Company  under
certain circumstances and subject to certain limitations.

      Under  Article VII of the Company's Bylaws, the Company  is
required  to  indemnify its officers and directors, and  officers
and  directors of certain other corporations serving as  such  at
the  request  of  the Company, against all costs and  liabilities
incurred  by  such  persons by reason of  their  having  been  an
officer  or  director of the Company or such  other  corporation,
provided  that such indemnification shall not apply with  respect
to  any  matter  as  to which such officer or director  shall  be
finally  adjudged  to  have  been individually  guilty  of  gross
negligence or willful malfeasance in the performance  of  his  or
her  duty as a director or officer, and provided further that the
indemnification  shall, with respect to  any  settlement
of  any suit, proceeding, or claim, include reimbursement of any amounts
paid  and expenses reasonably incurred in settling any such suit,
proceeding,  or  claim  when, in the judgment  of  the  Board  of
Directors, such settlement and reimbursement appeared to  be  for
the best interests of the Company.

      The  Compensation  Committee  of  the  Company's  Board  of
Directors  (the  "Committee") has authority to grant  options  to
employees  under the Company's 2000 Incentive Stock  Option  Plan
for  Employees  being registered hereunder (the "Plan"),  and  is
responsible for the general administration and interpretation  of
the  Plan.  The Plan provides that members of the Committee  (and
any officers or employees of the Company to whom authority to act
for the Board of Directors or the Committee is delegated) have  a
right  to indemnification with respect to claims arising  against
them  individually  as  a result of their administration  of  the
Plan.  This right does not apply in the case where such person is
adjudged  liable for gross negligence, bad faith, or  intentional
misconduct in the performance of his or her duties.

      The  Company has purchased insurance with respect to, among
other  things,  liabilities that may arise  under  the  statutory
provisions referred to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

      4  -     Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees

      5  -     Opinion of the Company's General Counsel as to
               the   legality   of   the  securities  being   registered
               hereunder

     23a  -    Consent of Arthur Andersen LLP, independent
               certified public accountants

     23b -     Opinion of the Company's General Counsel (included in
               Exhibit 5)

     24a -     Powers of attorney for individual directors

     24b -     Resolutions adopted by the Board of Directors
               and certified by the Secretary of the Company

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   to  file, during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
registration statement:

               (i)  to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                (ii)  to  reflect in the prospectus any facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,
individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement;

               (iii)     to include any material information with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information in the registration statement;

            PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do  not  apply  if  the information  required  to  be
included  in  a  post-effective amendment by those paragraphs  is
contained in periodic reports filed by the registrant pursuant to
Section  13  or Section 15(d) of the Securities Exchange  Act  of
1934  that  are  incorporated by reference  in  the  registration
statement.

          (2)  that, for the purpose of determining any liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to  the securities offered herein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

           (3)   to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

      (c)   Insofar  as  indemnification for liabilities  arising
under the Securities Act of 1933 (the "Act") may be permitted  to
directors,  officers and controlling persons  of  the  registrant
pursuant  to the foregoing provisions (see Item 6) or  otherwise,
the  registrant  has  been advised that in  the  opinion  of  the
Securities  and  Exchange  Commission  such  indemnification   is
against  public policy as expressed in the Act and is, therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.
SIGNATURES

THE  REGISTRANT.  Pursuant to the requirements of the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Daytona Beach, State of
Florida, on July 31, 2000.

                              BROWN & BROWN, INC.

                              By:       *
                                 _____________________________
                                 J. Hyatt Brown, President and
                                  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933,  this
report has been signed by the following persons on behalf of  the
registrant and in the capacities and on the date indicated.
Signature                    Title                              Date
_________                    _____                              ____

           *
______________________       Chairman of the Board, President   July 31, 2000
J. Hyatt Brown               and Chief Executive Officer
                             (Principal Executive Officer)

           *                 Director                           July 31, 2000
______________________
 Samuel P. Bell, III

           *                 Director                           July 31, 2000
______________________
Bradley Currey, Jr.

           *                 Director                           July 31, 2000
______________________
Jim W. Henderson

           *                 Director                          July 31, 2000
______________________
David H. Hughes

           *                 Director                          July 31, 2000
______________________
Theodore J. Hoepner

           *                 Director                          July 31, 2000
______________________
Toni Jennings

           *                 Director                          July 31, 2000
______________________
Jan E. Smith

           *                 Vice President, Treasurer and     July 31, 2000
_______________________       Chief Financial Officer (Principal
Cory T. Walker                Financial and Accounting Officer)
*By: /S/ LAUREL L. GRAMMIG
    _______________________
      Laurel L. Grammig
      Attorney-in-Fact
EXHIBITS

Exhibit 4      Brown & Brown, Inc. 2000 Incentive Stock Option
               Plan for Employees

Exhibit 5     Opinion of the Company's General Counsel as to  the
              legality of the securities being registered hereunder

Exhibit 23a    Consent of Arthur Andersen LLP, independent
               certified public accountants

Exhibit 23b    Opinion of the Company's General Counsel (included
               in Exhibit 5)

Exhibit 24a    Powers of attorney for individual directors and
               certain officers

Exhibit 24b    Resolutions adopted by the Board of Directors and
               certified by the Secretary of the Company