DermPath New England S-4 Registration of securities issued in business combination transactions

Exhibit 3.45

MARK & KAMBOUR HOLDINGS, INC.

BYLAWS

Adopted on October 12, 2009

ARTICLE 1
OFFICES AND AGENT

     Section 1.1Registered Office and Agent. The Corporation shall continuously maintain in the state of Florida a registered office that may, but need not, be the same as any of the Corporation’s places of business. In addition, the Corporation shall continuously maintain a registered agent whose business office is identical with the registered office. The registered agent may be an individual who resides in the state of Florida, a domestic corporation or nonprofit domestic corporation, or a foreign corporation or nonprofit foreign corporation authorized to transact business in the state of Florida.

     Section 1.2Other Offices. In addition to having a registered office, the Corporation may have other offices, located in or out of the state of Florida, as the Board of Directors may designate from time to time.

ARTICLE 2
MEETINGS OF SHAREHOLDERS

     Section 2.1Annual Meetings. The Corporation shall hold a meeting of shareholders annually at a time as designated by the Board of Directors for the purpose of electing directors and transacting any other business that may properly come before the shareholders. Even if the Corporation does not hold an annual meeting as provided in this Section, any business, including the election of directors, that might properly have been acted upon at an annual meeting may be acted upon by the shareholders at a special meeting held in accordance with these Bylaws or in accordance with a court order. The failure to hold an annual meeting does not affect the validity of any corporate action and shall not work to effect a forfeiture or dissolution of the Corporation.

     Section 2.2Special Meetings. The Corporation shall hold a special meeting of shareholders on the call at any time of the Board of Directors or the president of the Corporation. In addition, the Corporation shall hold a special meeting of shareholders upon the written demand of the holders of 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. This written demand must be signed, dated and delivered to the Corporation and must describe the purpose for which the special meeting is to be held.

     Section 2.3Place of Meetings. The Corporation may hold shareholders’ meetings, both annual and special, at any place in or out of the state of Florida, except that the Corporation shall hold any meeting at the place set forth in the notice of the meeting or, if the meeting is held in accordance with a waiver of notice of the meeting, at the place established by the person calling the meeting.

     Section 2.4Notice of Meetings. The Corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting no fewer than 10

nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act (the “Act”) or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived, in accordance with Section 5.2, the right to receive notice. Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called unless the Act or the Articles of Incorporation require otherwise. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called. If not otherwise fixed under the Act, the record date for determining shareholders entitled to notice of and entitled to vote at an annual or special shareholders’ meeting is the close of business on the day before the first notice is delivered to shareholders.

     Section 2.5Voting Group. The term “voting group” means all shares of one or more classes or series that under the Act or the Articles of Incorporation are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the Act or the Articles of Incorporation to vote generally on the matter are for that purpose a single voting group.

     Section 2.6Quorum for Voting Groups. Shares entitled to vote as a separate voting group may take action on a matter at a meeting of shareholders only if a quorum of those shares exists with respect to that matter. Unless the Act or the Articles of Incorporation provide otherwise, a majority of the votes (as represented by person or by proxy) entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or to transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting as provided in Section 7.7.

     Section 2.7Vote Required for Action. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Act, the Articles of Incorporation or a Bylaw adopted by the shareholders requires a greater number of affirmative votes. If the Act or the Articles of Incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in this Section and in Sections 2.5 and 2.6. If the Act or the Articles of Incorporation provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in this section and in Sections 2.5 and 2.6. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

     Section 2.8Voting for Directors. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders do not

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have a right to cumulate their votes for directors unless the Articles of Incorporation so provide.

     Section 2.9Voting of Shares. Unless the Act or the Articles of Incorporation provide otherwise, each outstanding share is entitled to one vote on each matter voted on at a meeting of shareholders. Only shares are entitled to vote. Shareholders voting their shares will vote their shares by voice vote or by show of hands unless a qualified voting shareholder, prior to any voting on a matter, demands a vote by ballot. If a demand occurs, shareholders shall vote by ballot. Each ballot must state the name of the shareholder voting and the number of shares voted by the shareholder. If a ballot is cast by proxy, the ballot must also state the name of the proxy.

     Section 2.10Proxies.

     (a) A shareholder may vote his or her shares in person or by proxy. For a shareholder to vote shares by proxy, a shareholder or his or her agent or attorney in fact shall appoint a proxy by executing a writing that authorizes another person or persons to vote or otherwise act for the shareholder by signing and dating an appointment form. An appointment of proxy is effective when the corporate agent authorized to tabulate votes receives an original or facsimile transmission of a signed appointment form. The appointment of proxy is not valid for longer than 11 months unless the appointment form expressly provides for a longer period. The corporate secretary shall file any appointment of proxy with the records of the meeting to which the appointment relates.

     (b) An appointment of proxy is revocable or irrevocable as provided in the Act.

     Section 2.11Presiding Officer and Secretary. The president of the Corporation shall preside over every shareholders’ meeting unless the shareholders elect another person to preside. The presiding officer will appoint any persons he or she deems necessary to help with the meeting. The corporate secretary shall have responsibility for preparing minutes of shareholders’ meetings and for authenticating records of the Corporation.

     Section 2.12Inspectors. The Corporation may appoint one or more inspectors to act at a shareholders’ meeting and to make a written report of the inspectors determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspector shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting; determine the validity of proxies and ballots; count all votes; and determine the result. An inspector may be an officer or employee of the Corporation.

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     Section 2.13Adjournments.

     (a) The holders of a majority of the voting shares represented at a meeting may adjourn the meeting from time to time. This right to adjourn exists whether or not a quorum is present at the meeting and applies to annual as well as special meetings, including any meetings that are adjourned and reconvened.

     (b) If an annual or special shareholders’ meeting is adjourned to a different date, time or place, the Corporation is not required to give notice of the new date, time or place or of the business to be transacted, if the new date, time or place is announced at the meeting before adjournment, except that if a new record date for the adjourned meeting is or must be fixed, the Corporation must give notice of the adjourned meeting to persons who are shareholders as of the new record date who are entitled to notice. At the meeting reconvened after adjournment, the Corporation may transact any business that could have been transacted at the meeting that was adjourned.

     (c) The Board of Directors may fix a new record date if the Board of Directors desires. If a new record date is not fixed, the determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting.

     Section 2.14Action by Shareholders Without a Meeting. Unless otherwise provided in the Articles of Incorporation, action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the action is taken by the holders of outstanding stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. In order to be effective the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in the State of Florida, its principal place of business, the corporate secretary or another officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein, unless within 60 days of the date of the earliest dated consent delivered in the manner required by the Act, written consents signed by holders of shares having the number of votes required to take action are delivered to the Corporation by delivery as set forth in the Act.

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ARTICLE 3
THE BOARD OF DIRECTORS

     Section 3.1General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or agreement among the shareholders.

     Section 3.2Number and Election.

     (a) The number of directors of the Corporation shall be established from time to time by resolution of the shareholders or of the Board of Directors.

     (b) Directors shall be elected in accordance with Section 2.8 at each annual shareholders’ meeting, except that a director filling a vacancy on the Board of Directors shall be elected in accordance with Section 3.5.

Section 3.3Term and Resignation.

     (a) Terms of directors shall expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, the director shall continue to serve until a successor is elected and qualifies, until there is a decrease in the number of directors or until the director’s death, resignation or removal.

     (b) A director may resign at any time by delivering written notice to the Board of Directors, its chairman or to the Corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

     Section 3.4Removal. The shareholders may remove one or more directors from office with or without cause by a majority of the votes entitled to be cast. If the director was elected by a voting group, only the shareholders of that voting group may participate in the vote to remove him or her. The shareholders may remove a director only at a meeting called for the purpose of removing him or her, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

     Section 3.5Vacancies. A vacancy occurring in the Board of Directors shall be filled for the unexpired term by the first to take action of (a) the shareholders or (b) the Board of Directors, and if the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy.

     Section 3.6Compensation. Unless the Articles of Incorporation provide otherwise, the Board of Directors may determine from time to time the compensation, if

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any, that directors may receive for their services as directors. A director may also serve the Corporation in a capacity other than that of director and receive compensation that is determined by the Board of Directors for services rendered in such other capacity.

     Section 3.7Committees. The Board of Directors by resolution may create one or more committees and appoint members of the Board of Directors to serve on such committees. Each committee shall have one or more members, each of whom shall serve at the pleasure of the Board of Directors. Except as limited by the Act, each committee will have the authority set forth in the resolution establishing the committee. The provisions of Article 4 regarding the Board of Directors and its deliberations shall apply to any committees of the Board of Directors.

ARTICLE 4
MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1Regular Meetings. The Board of Directors shall hold a regular meeting immediately after an annual shareholders’ meeting or a special shareholders’ meeting held in lieu of an annual meeting. In addition, the Board of Directors may schedule and hold other meetings at regular intervals throughout the year.

     Section 4.2Special Meetings. The Board of Directors shall hold a special meeting upon the call of the chair of the Board of Directors, the president or any two directors.

     Section 4.3Place of Meetings. The Board of Directors may hold meetings, both regular and special, at any place in or out of the state of Florida. Regular meetings shall be held at the place established from time to time for regular meetings. Special meetings shall be held at the place set forth in the notice of the meeting or, if the special meeting is held in accordance with a waiver of notice of the meeting, at the place set forth in the waiver of notice.

     Section 4.4Notice of Meetings. Unless the Articles of Incorporation provide otherwise, the Corporation is not required to give notice of the date, time, place or purpose of a regular meeting of the Board of Directors. The Corporation shall, however, give at least two days’ prior notice of the date, time and place of a special meeting of the Board of Directors. If the Articles of Incorporation provide for a longer or shorter period for notice, then the Corporation shall comply with that period. Unless the Articles of Incorporation provide otherwise, notice of a special meeting is not required to describe the purpose of the meeting. Notices of meetings must also comply with Section 5.1 and may be waived in accordance with Section 5.2.

     Section 4.5Quorum. Unless the Act, the Articles of Incorporation or these Bylaws require a greater number or unless otherwise specifically provided in the Act, a quorum of the Board of Directors consists of a majority of the total number of directors.

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     Section 4.6Vote Required for Action.

     (a) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless the Act, the Articles of Incorporation or these Bylaws require the vote of a greater number of directors.

     (b) A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:

          (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting; or

          (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting.

The right to dissent or abstain is not available to a director who votes in favor of the action taken.

     Section 4.7Participation by Conference Telephone. Unless the Articles of Incorporation or these Bylaws provide otherwise, any or all directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

     Section 4.8Adjournments. A majority of the directors present at a meeting may adjourn the meeting from time to time. This right to adjourn exists whether or not a quorum is present at the meeting and applies to regular as well as special meetings, including any meetings that are adjourned and reconvened. If a meeting of the Board of Directors is adjourned to a different date, time or place, the Corporation is not required to give notice of the new date, time or place or of the business to be transacted, if the new date, time or place is announced at the meeting before adjournment. At the meeting reconvened after adjournment, the Board of Directors may transact any business that could have been transacted at the meeting that was adjourned.

     Section 4.9Action by Directors Without a Meeting. Unless the Articles of Incorporation or these Bylaws provide otherwise, any action required or permitted to be taken at any meeting of the Board or any action that may be taken at a meeting of a committee of the Board may be taken without a meeting if the action is taken by all the members of the Board or of the committee. The action must be evidenced by one or more written consents describing the action taken, signed by each director or committee member, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

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ARTICLE 5
MANNER OF NOTICE TO AND WAIVER OF NOTICE
BY SHAREHOLDERS AND DIRECTORS

     Section5.1Manner of Notice.

     (a) Whenever these Bylaws require notice to be given to any shareholder or director, the notice must comply with this Section 5.1 in addition to any other section of these Bylaws concerning notice and any provision in the Articles of Incorporation.

     (b) Notice to shareholders and directors shall be in writing unless oral notice is reasonable under the circumstances.

     (c) Notice may be communicated in person; by telephone or other electronic means; or by mail or other method of delivery. Notice by electronic transmission is notice in writing.

     (d) Written notice to shareholders, if the notice is in a comprehensible form, is effective (i) when mailed, if mailed with first-class postage prepaid and correctly addressed to the shareholder’s address shown in the Corporation’s current record of shareholders; or (ii) when electronically transmitted to the shareholder in a manner authorized by the shareholder.

     (e) Except as provided in subsection 5.1(d) above, written notice, if in a comprehensible form, is effective at the earliest of the following:

     (i) when received;

     (ii) five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or

     (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

     (f) Oral notice is effective when communicated if communicated in a comprehensible manner.

     (g) In calculating time periods for notice, when a period of time measured in days, weeks, months, years or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.

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     Section 5.2Waiver of Notice.

     (a) A shareholder may waive any notice before or after the date and time stated in the notice. Except as provided in subsection 5.2(b) below, the waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

     (b) A shareholder’s attendance at a meeting:

     (i) 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

     (ii) waives objection to 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.

     (c) A shareholder’s waiver of notice is not required to specify the business transacted or the purpose of the meeting unless required by the Act or these Bylaws.

     (d) A director may waive any notice before or after the date and time stated in the notice. Except as provided in subsection 5.2(e) below, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

     (e) A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE 6
OFFICERS

     Section 6.1Number and Duties. The officers of the Corporation will consist of a President, a Secretary and a Treasurer and may include one or more Vice Presidents. The Board of Directors may appoint other officers and a duly appointed officer may appoint other officers in accordance with this Article 6. The officers will have the authority and shall perform the duties as set forth in these Bylaws. The other officers that are appointed will have the authority and shall perform the duties as established by the Board of Directors from time to time. The same person may hold any two or more offices.

     Section 6.2Appointment and Term. All officers shall be appointed by the Board of Directors or by a duly appointed officer in accordance with this Article 6 and shall

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serve at the pleasure of the Board of Directors or the appointing officers, as the case may be. All officers, however appointed, may be removed with or without cause by the Board of Directors and any officer appointed by another officer may also be removed by the appointing officer with or without cause.

     Section 6.3Compensation. The Board of Directors shall fix the compensation, if any, of all corporate officers, however appointed.

     Section 6.4President. The President will be the chief executive officer of the Corporation and will have general supervision of the business of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. Unless the Articles of Incorporation, these Bylaws, or a resolution of the Board of Directors provides otherwise, the President may execute and deliver on behalf of the Corporation any contract, conveyance or similar document not requiring approval by the Board of Directors or shareholders as provided in the Act. The President will have any other authority and shall perform any other duties that the Board of Directors may delegate to him or her from time to time.

     Section 6.5Vice Presidents. In the case of absence or disability of the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the one designated by the Board of Directors to act in lieu of the President shall act in lieu of the President. A Vice President will have any other authority and shall perform any other duties that the Board of Directors may delegate to him or her from time to time.

     Section 6.6Secretary. The Secretary will have responsibility for preparing minutes of the acts and proceedings of all meetings of the shareholders, of the Board of Directors and of any committees of the Board of Directors. The Secretary will have authority to give all notices required by the Act, other applicable law or these Bylaws. The Secretary will have responsibility for the custody of the corporate books, records, contracts and other corporate documents. The Secretary will have authority to affix the corporate seal to any lawfully executed document and shall sign any instruments that require his or her signature. The Secretary shall authenticate records of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board of Directors may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the President, any assistant secretary will have the authority and may perform the duties of the Secretary.

     Section 6.7Treasurer. The Treasurer, if any, will have responsibility for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit or disbursement of funds and securities under the direction of the Board of Directors. The Treasurer shall cause to be maintained true accounts of all receipts and disbursements and shall make reports of these to the Board of Directors, upon its request, and to the President, upon his or her request. The Treasurer will have any other authority

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and shall perform any other duties that the Board of Directors may delegate to him or her from time to time.

     Section 6.8Bonds. The Board of Directors by resolution may require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with any other conditions that from time to time may be required by the Board of Directors.

ARTICLE 7
SHARES

     Section 7.1Authorization and Issuance of Shares. In accordance with the Act, the Board of Directors may authorize shares of any class or series provided for in the Articles of Incorporation to be issued for any consideration valid under the provisions of the Act. To the extent provided in the Articles of Incorporation, the Board of Directors shall determine the preferences, limitations and relative rights of the shares.

     Section 7.2Share Certificates. The interest of each shareholder may be represented by a certificate or certificates representing shares of the Corporation. Any such certificate will be in the form the Board of Directors may from time to time adopt, but at a minimum each share certificate shall state on its face the name of this Corporation and that it is organized under the laws of the state of Florida; state on its face the name of the shareholder to whom issued; state on its face the number and class of shares and the designation of the series, if any, the certificate represents; and be signed by either the President, a Vice President, the Secretary or the Treasurer. In addition, at a minimum, each share certificate shall be numbered consecutively, be in registered form and indicate the date of issuance. It is not required that each share certificate bear the corporate seal.

     Section 7.3Registered Owner. The Corporation may treat the registered owner of any share of stock of the Corporation as the person exclusively entitled to vote such share and to receive any dividend or other distribution with respect to such share and as the exclusive owner of such share for all other purposes. Accordingly, the Corporation is not required to recognize any other person’s equitable, or other, claim to or interest in such share, whether or not the Corporation has express or other notice of the claim or interest, except as provided otherwise by law.

     Section 7.4Transfers of Shares. The Board of Directors shall designate a transfer agent or officer to transfer shares on the transfer books of the Corporation when the agent or officer is properly directed to do so. Only the person named on a certificate, or his or her attorney-in-fact lawfully constituted by a writing, may direct the transfer agent to transfer the share represented by that certificate. Before the Corporation issues a new certificate to the new owner of the shares, the old certificate must be surrendered to

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the Corporation for cancellation. In the case of a certificate claimed to have been lost, stolen or destroyed, the person making the claim must comply with Section 7.6.

     Section 7.5Duty of Corporation to Register Transfer. Notwithstanding any provision in Section 7.4, the Corporation has no duty to register the transfer of a share unless:

     (a) the certificate representing that share has been endorsed by the appropriate person or persons;

     (b) reasonable assurance has been given that the endorsement or affidavit (in the case of a lost, stolen or destroyed certificate) is genuine and effective;

     (c) the Corporation either has no duty to inquire into adverse claims or has discharged that duty;

     (d) the requirements of any applicable law relating to the collection of taxes for the proposed transfer have been met; and

     (e) the transfer is in fact rightful or is to a bona fide purchaser.

     Section 7.6Lost, Stolen or Destroyed Certificates. In order to receive a duplicate share certificate to replace a certificate alleged to have been lost, stolen or destroyed, any person claiming that a share certificate has been lost, stolen or destroyed must make an affidavit or affirmation of that fact in the manner prescribed by the Board of Directors. In addition, if the Board of Directors so requires, such person must give the Corporation a bond of indemnity in a form and amount and with one or more sureties, satisfactory to the Board of Directors.

     Section 7.7Record Date with Regard to Shareholder Action. The Board of Directors may fix a future date as the record date in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action (except an action provided for in Section 8.2). Any future date fixed as a record date may not be more than 70 days before the date on which the meeting is to be held or the action requiring a determination of shareholders is to be taken. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting shall be effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If the Board of Directors does not fix a future date as a record date, the Corporation shall determine the record date in accordance with the Act.

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ARTICLE 8
DISTRIBUTIONS

     Section 8.1Authorization or Declaration. Subject to any restriction in the Articles of Incorporation, the Board of Directors from time to time in its discretion may authorize or declare, and the Corporation may make, distributions to the shareholders in accordance with the Act.

     Section 8.2Record Date With Regard to Distributions. The Board of Directors may fix a future date as the record date in order to determine shareholders entitled to a distribution (other than one involving a purchase, redemption or other reacquisition of the Corporation’s shares). If the Board of Directors does not fix a future date as the record date, the Corporation shall determine the record date in accordance with the Act.

ARTICLE 9
INDEMNIFICATION

Section 9.1Definitions. As used in this Article, the term:

     (a) “Act” means the Florida Business Corporation Act, as amended from time to time.

     (b) “Corporation” includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

     (c) “Director” or “officer” means an individual who is or was a director or board-appointed officer, respectively, of the Corporation or who, while a director or officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign Corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context otherwise requires, the estate or personal representative of a director or officer.

     (d) “Disinterested director” or “disinterested officer” means a director or officer, respectively who at the time of a vote referred to in subsection 9.3(c) or a vote or selection referred to in subsection 9.5(b), 9.5(c) or 9.7(a) is not:

(i) a party to the proceeding; or

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     (ii) an individual having a familial, financial, professional or employment relationship with the person whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s or officer’s judgment when voting on the decision being made.

     (e) “Expenses” includes counsel fees.

     (f) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding.

     (g) “Official capacity” means:

     (i) when used with respect to a director, the office of director in the Corporation; and

     (ii) when used with respect to an officer, the office in the Corporation held by the officer.

Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

     (h) “Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

     (i) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, including any appeal.

     Section 9.2Basic Indemnification Arrangement.

     (a) Obligation to Indemnify; Standard of Conduct. Except as provided in subsection 9.2(d) below, the Corporation shall indemnify an individual who is a party to a proceeding because he or she is or was a director or officer against liability incurred in the proceeding if:

     (i) such individual conducted himself or herself in good faith; and

     (ii) such individual reasonably believed that such conduct was in, or not opposed to, the best interests of the Corporation; and

     (iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

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     (b) Service with Respect to Employee Benefit Plan. A director’s or officer’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 9.2(a)(ii) above.

     (c) Termination of Proceeding Not Determinative. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct described in subsection 9.2(a).

     (d) Limits on Indemnification. The Corporation may not indemnify a director or officer under this Article:

     (i) in connection with a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct under subsection 9.2(a); or

     (ii) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

     (e) Mandatory Indemnification. The Corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director or officer of the Corporation against reasonable expenses incurred by the director or officer in connection with the proceeding.

Section 9.3Advances for Expenses.

     (a) Obligations and Requirements. The Corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because he or she is a director or officer if he or she delivers to the Corporation:

     (i) a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in subsection 9.2(a) above or that the proceeding involves conduct for which such person’s liability has been eliminated under the Articles of Incorporation; and

     (ii) his or her written undertaking to repay any funds advanced if it is ultimately determined that the director or officer is not entitled to indemnification under this Article or the Act.

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     (b) Undertaking. The undertaking required by subsection 9.3(a)(ii) above must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to the financial ability of the director or officer to make repayment.

     (c) Manner of Authorization. Authorizations under this Section 9.3 shall be made:

(i) by the Board of Directors:

     (A) when there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

     (B) when there are fewer than two disinterested directors, by the vote necessary for action by the Board of Directors in accordance with the Act, in which authorization directors who do not qualify as disinterested directors may participate; or

     (ii) by the shareholders, but shares owned or voted under the control of a director or officer who at the time does not qualify as a disinterested director or disinterested officer with respect to the proceeding may not be voted on the authorization.

Section 9.4Court-Ordered Indemnification and Advances for Expenses.

     (a) Procedure. A director or officer who is a party to a proceeding because he or she is a director or officer may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. Pursuant to the Act, after receipt of an application and after giving any notice it considers necessary, the court shall:

     (i) order indemnification or advance for expenses if it determines that the director or officer is entitled to indemnification; or

     (ii) order indemnification or advance for expenses if it determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify the director or officer, or to advance expenses to the director or officer, even if the director or officer has not met the relevant standard of conduct set forth in subsection 9.2(a) above, failed to comply with the requirements for advance of expenses, or was adjudged liable in a proceeding referred to in subsection 9.2(d) above, but if the director or officer was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

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     (b) Payment of Expenses. If the court determines that the director or officer is entitled to indemnification or advance for expenses, it may also order the Corporation to pay the director’s or officer’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.

     Section 9.5Determination and Authorization of Indemnification.

     (a) Entitlement Determination. The Corporation acknowledges that indemnification of a director or officer under Section 9.2 has been pre-authorized by the Corporation as permitted by the Act. Nevertheless, the Corporation shall not indemnify a director of officer under Section 9.2 unless a determination has been made for the specific proceeding that indemnification of the director or officer is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in subsection 9.2(a); provided, however that no entitlement decision need be made prior to the advance of expenses and that, regardless of the result or absence of any such determination, the Corporation shall make any indemnification mandated by subsection 9.2(e) above.

     (b) Reviewing Party. The determination referred to in subsection 9.5(a) above shall be made:

     (i) if there are two or more disinterested directors, by the Board of Directors by a majority vote of all disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

     (ii) by special legal counsel:

(A) selected in the manner prescribed in paragraph (i) of this subsection 9.5(b); or

(B) if there are fewer than two disinterested directors, selected by the Board of Directors (in which selection directors who do not qualify as disinterested directors may participate); or

     (iii) by the shareholders, but shares owned by or voted under the control of a director or officer who at the time does not qualify as a disinterested director or disinterested officer may not be voted on the determination.

     (c) Determination of Reasonableness of Expenses. As acknowledged above, the Corporation has pre-authorized the indemnification of directors and officers hereunder, subject to a determination for a specific proceeding that the director or officer met the relevant standard of conduct under subsection 9.2(a). Consequently, no further decision need or shall be made on a case-by-case basis as to the authorization of the Corporation’s indemnification of directors or officers hereunder. Nevertheless,

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evaluation as to reasonableness of expenses of a director or officer for a specific proceeding shall be made in the same manner as the determination that indemnification is permissible, as described in subsection 9.5(b) above, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, evaluation as to reasonableness of expenses shall be made by those entitled under subsection 9.5(b)(ii)(B) to select special legal counsel.

     Section 9.6Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses under this Article to an employee or agent of the Corporation who is not a director or officer to the extent, consistent with public policy, that such indemnification and advances may be provided to a director or officer.

Section 9.7Additional Indemnification.

     (a) The indemnification and advancement of expenses provided pursuant to this Article are not exclusive, and the Corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees or agents, under any Bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

     (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;

     (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit;

     (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Act are applicable; or

     (iv) willful misconduct or a conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

     Section 9.8Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the Corporation or who, while a director, officer, employee or agent of the Corporation, serves at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign Corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent, whether or not

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the Corporation would have power to indemnify or advance expenses to him or her against the same liability under this Article or the Act.

     Section 9.9Witness Fees. Nothing in this Article shall limit the Corporation’s power to pay or reimburse expenses incurred by a director or officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.

     Section 9.10Report to Shareholders. To the extent and in the manner required by the Act from time to time, if the Corporation indemnifies or advances expenses to a director or officer in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance to the shareholders.

     Section 9.11Security for Indemnification Obligations. The Corporation may at any time and in any manner, at the discretion of the Board of Directors, secure the Corporation’s obligations to indemnify or advance expenses to a person pursuant to this Article.

     Section 9.12No Duplication of Payments. The Corporation shall not be liable under this Article to make any payment to a person hereunder to the extent such person has otherwise actually received payment (under any insurance policy, agreement or otherwise) of the amounts otherwise payable hereunder. The Corporation’s obligation to indemnify or advance expenses hereunder to a person who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any other entity shall be reduced by any amount such person has actually received as indemnification or advancement of expenses from such other entity.

     Section 9.13Subrogation. In the event of payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

     Section 9.14Contract Rights. The right to indemnification and advance for expenses conferred hereunder to directors and officers shall be a contract right and shall not be affected adversely to any director or officer by any amendment of these Bylaws with respect to any action or inaction occurring prior to such amendment; provided, however, that this provision shall not confer upon any indemnitee or potential indemnitee (in his or her capacity as such) the right to consent or object to any subsequent amendment of these Bylaws.

     Section 9.15Specific Performance. In any proceeding brought by or on behalf of an officer or director to specifically enforce the provisions of this Article, the Corporation waives the claim or defense therein that the plaintiff or claimant has an adequate remedy at law, and the Corporation shall not urge in any such proceeding the claim or defense that such remedy at law exists. The provisions of this Section 9.15,

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however, shall not prevent the officer or director from seeking a remedy at law in connection with any breach of the provisions of this Article.

     Section 9.16Non-exclusivity, Etc. The rights of a director or officer hereunder shall be in addition to any other rights with respect to indemnification, advancement of expenses or otherwise that he or she may have under contract or the Act or otherwise. In no event will the provisions of this Article be deemed to limit or restrict any other rights of a director or officer with respect to indemnification, advancement of expenses or otherwise under any contract between such officer/director and the Corporation.

     Section 9.17Amendments. It is the intent of the Corporation to indemnify and advance expenses to its directors and officers to the full extent that a Florida business corporation may, without shareholder approval, indemnify or advance expenses to its directors under the Act, as amended from time to time. To the extent that the Act is hereafter amended to permit a Florida business corporation, without the need for shareholder approval, to provide to its directors greater rights to indemnification or advances for expenses than those specifically set forth hereinabove, this Article shall be deemed amended to require such greater indemnification or more liberal advances for expenses to the Corporation’s directors and officers, in each case consistent with the Act as so amended from time to time. To the extent that the provisions of this Article are held to be inconsistent with the provisions of the Act, such provisions of such Act shall govern. No amendment, modification or rescission of this Article or any provision hereof, the effect of which would diminish the rights to indemnification or advances for expenses as set forth herein shall be effective as to any person with respect to any action taken or omitted by such person prior to such amendment, modification or rescission.

     Section 9.18Severability. In the event that any of the provisions of this Article (including any provision within a single section, subsection, division or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Article shall remain enforceable to the fullest extent permitted by law.

ARTICLE 10
MISCELLANEOUS

     Section 10.1Inspection of Records. The Board of Directors may determine what corporate records, other than those specifically required by the Act to be made open to inspection, will be made open to the right of inspection by the shareholders. In addition, the Board of Directors may fix reasonable rules not in conflict with the Act regarding the inspection of corporate records that are required by the Act or are permitted by determination of the Board of Directors to be made open to inspection.

     Section 10.2Fiscal Year. The Board of Directors may determine the fiscal year of the Corporation and may change the fiscal year from time to time as the Board of Directors deems appropriate.

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     Section 10.3Corporate Seal. If the Board of Directors determines that the Corporation should have a corporate seal for the Corporation, the corporate seal will be in the form the Board of Directors from time to time determines.

     Section 10.4Financial Statements. The Corporation shall prepare and provide to shareholders such financial statements and reports as may be required by the Florida Act.

     Section 10.5Conflict with Articles of Incorporation. In the event that any provision of these Bylaws conflicts with any provision of the Articles of Incorporation, the provision in the Articles of Incorporation will govern.

ARTICLE 11
AMENDMENTS

     Section 11.1Power to Amend Bylaws. The Board of Directors may amend or repeal the Bylaws or adopt new Bylaws unless the Articles of Incorporation or the Act reserves this power exclusively to the shareholders or unless the shareholders in amending or repealing a particular Bylaw provide expressly that the Board of Directors may not amend or repeal such Bylaw. The shareholders may amend or repeal the Bylaws or adopt new Bylaws even though the Bylaws may also be amended or repealed by the Board of Directors. In amending or repealing Bylaws or adopting new Bylaws, the Board of Directors and the shareholders shall comply with any other applicable provisions of the Act.

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