BYLAWS
OF
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered
office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may
also have offices at such other places both within and
without the State of Delaware as the Board of Directors
may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the
stockholders for the election of directors or for any
other purpose shall be held at such time and place,
either within or without the State of Delaware, as
shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof. In the
absence of any such designation, stockholders' meeting
shall be held at 4525 Harding Road, in the City of
Nashville, State of Tennessee.
Section 2. Annual Meetings. The Annual Meetings
of Stockholders shall be held on such date and at such
time as shall be designated from time to time by the
Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall
elect, in accordance with the Certificate of
Incorporation as amended or restated from time to time,
by a plurality vote a Board of Directors, and transact
such other business as may properly be brought before
the meeting. Written notice of the Annual Meeting
stating the place, date and hour of the meeting shall
be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days
before the date of the meeting.
Section 3. Special Meetings. Unless otherwise
prescribed by law or by the Restated Certificate of
Incorporation of the Corporation (the "Certificate of
Incorporation"), Special Meetings of Stockholders, for
any purpose or purposes, may be called by either (i)
the Chairman, (ii) the President, (iii) any Vice
President, (iv) the Secretary or (v) any Assistant
Secretary and shall be called by any such officer at
the request in writing of a majority of the Board of
Directors or at the request in writing by one or more
stockholders holding not less than one-fifth (1/5) of
any class of equity securities of the Corporation.
Such request shall state the purpose or purposes of the
proposed meeting. Written notice of a Special Meeting
stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called
shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder
entitled to vote at such meeting.
Section 4. Quorum. Except as otherwise provided
by law or by the Certificate of Incorporation, the
holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum
shall not be present or represented at any meeting of
the stockholders, the stockholders 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 shall be present or
represented. At such adjourned meeting at which a
quorum shall be present or represented, any business
may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment
is for more than thirty days, or if after the
adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder entitled to vote at
the meeting.
Section 5. Voting. Unless otherwise required by
law, the certificate of Incorporation or these Bylaws,
any question brought before any meeting of stockholders
shall be decided by the vote of the holders of a
majority of the stock represented and entitled to vote
thereat. Unless otherwise required by law or the
Certificate of Incorporation, each stockholder
represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by
proxy but no proxy shall be voted on or after three
years form its date, unless such proxy provides for a
longer period. The Board of Directors, in its
discretion, or the officer of the Corporation presiding
at a meeting of stock holders, in his discretion, may
require that any votes cast at such meeting shall be
cast by written ballot.
Section 6. Consent of Stockholders in Lieu of
Meeting. Unless otherwise provided in the Certificate
of Incorporation, any action required or permitted to
be taken at any Annual or Special Meeting of
Stockholders of the Corporation, may be taken without a
meeting, without proper notice and without a vote, if a
consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock
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. Prompt notice of the taking of
the corporate action without a meeting by less than
unanimous written consent shall be given to those
stockholders who have not consented in writing.
Section 7. List of Stockholders Entitled to Vote.
The officer of the Corporation who has charge of the
stock ledger of the Corporation shall prepare and make
available, at least ten days before every meeting of
stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is
to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is
present.
Section 8. Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger,
the list required by Section 7 of this Article II or
the books of the Corporation, or to vote in person or
by proxy at any meeting of stockholders.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The
number of directors which shall constitute the whole
Board shall be fixed by the Certificate of
Incorporation. Subject to the Certificate of
Incorporation as amended or restated from time to time,
except as provided in Section 2 of this Article,
directors shall be elected by a plurality of the votes
cast at Annual Meetings of Stockholders, and each
director so elected shall hold office until the next
Annual Meeting for the year in which his term expires
in accordance with the terms of the Certificate of
Incorporation as amended or restated from time to time,
and until his successor is duly elected and qualified,
or until his earlier resignation or removal. Any
director may resign at any time upon notice to the
Corporation. Directors need not be stockholders.
Section 2. Vacancies. Vacancies and newly
created directorships resulting from any increase in
the authorized number of directors may filled, in
accordance with the Certificate of Incorporation as
amended or restated from time to time, and the
directors so chosen shall hold office until the next
annual election for the year in which his term expires,
or such earlier time, in accordance with the terms of
the Certificate of Incorporation as amended or restated
from time to time, and until their successors are duly
elected and qualified, or until their earlier
resignation or removal.
Section 3. Duties and Powers. The business of
the Corporation shall be managed by or under the
direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the
stockholders.
Section 4. Meetings. The Board of Directors of
the Corporation may hold meetings, both regular and
special, either within or without the State of
Delaware. Regular meetings of the Board of Directors
may be held without notice at such time and at such
place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of
Directors may be called by the Chairman, the President
or any director. Notice thereof stating the place,
date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone or
telegram on twenty-four (24) hours' notice, or on such
shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the
circumstances.
Section 5. Quorum. Except as may be otherwise
specifically proved by law, the Certificate of
Incorporation or these Bylaws, at all meetings of the
Board of Directors, a majority of the entire Board of
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 Board of
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.
Section 6. Actions of the Board. Unless
otherwise provided by the Certificate of Incorporation
or these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting,
if all the members of the Board of Directors or
committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or
committee.
Section 7. Meetings by Means of Conference
Telephone. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, members
of the Board of Directors of the Corporation, or any
committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or
such 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 7 shall constitute presence in person at such
meeting.
Section 8. Committees. The Board of Directors
may, be resolution passed by a majority of the entire
Board of Directors, designate one or more committees,
each committee to consist of one or more of the
directors of the Corporation. The Board of Directors
may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of any such
committee. In the absence or disqualification of a
member of a committee, and in the absence of a
designation of the Board of Directors of an alternate
member to replace the absent or disqualified member,
the member or members thereof present at any meeting
and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting
in the place of any absent or disqualified member. Any
committee, to the extent allowed by law and provided in
the resolution establishing such committee, shall have
and may exercise all the powers and authority of the
Board of Directors in the management of the business
and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of
Directors when required.
The Executive Committee shall have and may
exercise all the powers and authority of the Board of
Directors during the intervals between the meetings of
the Board of Directors, including the power and
authority to declare a dividend and to authorize the
issuance of stock options and stock, subject only to
such limitations as may be provided by applicable law,
these bylaws, or resolutions of the Board of Directors.
A majority of the members of the Executive Committee
shall constitute a quorum.
Section 9. Compensation. The directors may be
paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board
of Directors or a stated salary as director. No such
payment shall preclude any director from serving the
Corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like compensation for
attending committee meetings.
Section 10. Interested Directors. No contract or
transaction between the Corporation and one or more of
its directors or officers, or between the Corporation
and any other corporation, partnership, association, or
other organization in which one or more of its
directors or officers are directors of officers, or
have a financial interest, shall be void or voidable
solely for this reason, or solely because the director
or officer is present at or participates in the meeting
of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose
if (i) the material facts as to his or their
relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors
or committee in good faith authorized the contract or
transaction by the affirmative votes of a majority of
the disinterested directors, even though the
disinterested directors may be less than a quorum; (ii)
the material facts as to his or their relationship or
interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction are
disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which
authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the
Corporation shall be chosen by the Board of Directors
and shall be a President, a Secretary and a Treasurer.
The Board of Directors, in its discretion, may also
choose a Chairman of the Board of Directors (who must
be a director) and one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the
same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these Bylaws. The
officers of the Corporation need not be stockholders of
the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be
directors of the Corporation.
Section 2. Election. The Board of Directors at
its first meeting held after each Annual Meeting of
Stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms
and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board
of Directors; and all officers of the Corporation shall
hold office until their successors are chosen and
qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors
may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all
officers of the Corporation shall be fixed by the Board
of Directors.
Section 3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of
meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the
President or any Vice-President and any such officer
may, in the name of and on behalf of the Corporation,
take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the
Corporation may own securities and at any such meeting
shall possess and may exercise any and all rights and
power incident to the ownership of such securities and
which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of
Directors may, be resolution, from time to time confer
like powers upon any other person or persons.
Section 4. Chairman of the Board of Directors.
The Chairman of the Board of Directors shall preside at
all meetings of the stockholders and of the Board of
Directors. He shall be the Chief Executive Officer of
the Corporation, and except where by law the signature
of the President is required, the Chairman of the Board
of Directors shall possess the same power as the
President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized
by the Board of Directors. During the absence or
disability of the President, the Chairman of the Board
of Directors shall exercise all the powers and
discharge all the duties of the President. The
Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as
from time to time may be assigned to him by these
Bylaws or by the Board of Directors.
Section 5. President. The President shall,
subject to the control of the Board of Directors and
the Chairman of the Board of Directors, have general
supervision of the business of the Corporation and
shall see that all orders and resolutions of the Board
of Directors are carried into effect. He shall execute
all bonds, mortgages, contracts and other instruments
of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that
the other officers of the Corporation may sign and
execute documents when so authorized by these Bylaws,
the Board of Directors or the President. In the
absence or disability of the Chairman of the Board of
Directors, the President shall preside at all meetings
of the stockholders and the Board od Directors. If
there be no Chairman of the Board of Directors, the
President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such
other duties and may exercise such other powers as from
time to time may be assigned to him by these Bylaws or
by the Board of Directors.
Section 6. Vice-Presidents. At the request of
the President or in his absence or in the event of his
inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice-President
or the Vice-Presidents if there is more than one (in
the order designated by the Board of Directors) shall
perform the duties of the President, and when so
acting, shall have all the powers of and be subject to
all the restrictions upon the President. Each
Vice-President shall perform such other duties and have
such other powers as the Board of Directors from time
to time may prescribe. If there be no Chairman of the
Board of Directors and no Vice-President, the Board of
Directors shall designate the officer of the
Corporation who, in the absence of the President or in
the event of the inability or refusal of the President
to act, shall perform the duties of the President, and
when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
Section 7. Secretary. The Secretary shall attend
all meetings of the Board of Directors and all meetings
of stockholders and record all the proceedings thereat
in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the
standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President,
under whose supervision he shall be. If the Secretary
shall be unable or shall refuse to cause to be given
notice of all meetings of the stockholders and special
meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors
or the President may choose another officer to cause
such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one,
shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other
officer to affix the seal of the Corporation and to
attests the affixing by his signature. The Secretary
shall see that all books, reports, statements,
certificates and other documents and records required
by law to be kept or filed are properly kept or filed,
as the case may be.
Section 8. Treasurer. The Treasurer shall have
the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of
directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such
disbursements, and shall render to the President and
the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board
of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other
property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 9. Assistant Secretaries. Except as may
be otherwise provided in these Bylaws, Assistant
Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be
assigned to them by the Board of Directors, the
President, the Vice-President, or the Secretary, and in
the absence of the Secretary or in the event of his
disability or refusal to act, shall perform the duties
of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions
upon the Secretary.
Section 10. Assistant Treasurers. Assistant
Treasurers, if there be any, shall perform such duties
and have such powers as form time to time may be
assigned to them by the Board of Directors, the
President, any Vice-President, or the Treasurer, and in
the absence of the Treasurer or in the event of his
disability or refusal to act, shall perform the duties
of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions
upon the Treasurer. If required by the Board of
Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of
his office and for the restoration to the Corporation,
in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his
possession or under his control belonging to the
Corporation.
Section 11. Other Officers. Such other officers
as of the Board of Directors may choose shall perform
such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The
Board of Directors may delegate to any other officer of
the Corporation the power to choose such other officers
and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Form of Certificates. Every holder of
stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i)
by the Chairman of the Board of Directors, the
President or a Vice-President and (ii) by the Treasurer
or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation.
Section 2. Signatures. Where a certificate is
countersigned by (i) a transfer agent other than the
Corporation or its employee, or (ii) a registrar other
than the Corporation or its employee, any other
signature on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate
issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 3. Lost Certificates. The Board of
Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue
of a new certificate, the Board of Directors may, in
its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation
shall be transferable in the manner prescribed by law
and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person
named in the certificate or by his attorney lawfully
constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a
new certificate shall be issued.
Section 5. Record Date. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more
than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of
record entitled to notice or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person
registered on its books as the owner of shares, and
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 shall have
express or other notice thereof, except as otherwise
provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is
required by law, the Certificate of Incorporation or
these Bylaws, to be given to any director, member of a
committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee
or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United
States mail. Written notice may also be given
personally or by telegram, telex or cable.
Section 2. Waivers of Notice. Whenever any
notice is required by law, the Certificate of
Incorporation or these Bylaws, a written waiver, signed
by the person entitled to notice, whether before or
after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the
purpose of any regular or special meeting of the
stockholders, directors, or members of a committee of
directors need be specified in any written waiver of
notice unless so required by the Certificate of
Incorporation or these Bylaws.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital
stock of the Corporation, subject to the provisions of
the Certificate of Incorporation, may be declared by
the Board of Directors at any regular or special
meeting, and may be paid in cash, in property or in
shares of the capital stock of the Corporation. Before
payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or
abolish any such reserve.
Section 2. Disbursements. All checks or demands
for money and notes of the Corporation shall be signed
by such officer or officers or such other person or
persons as the Board of Directors may from time to time
designate.
Section 3. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board
of Directors.
Section 4. Corporation Seal. The Corporation
shall have no seal, and any instruments or documents
upon which a seal might be imprinted will have the same
legal efficacy as if there were a corporate seal
imprinted thereon, as executed by duly authorized
officers of the Corporation.
ARTICLE VIII
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits
or Proceedings other Than Those by or in the Right of
the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the Corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in
good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits
or Proceedings by or in the Right of the Corporation.
Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the
Corporation, or is or was a director or officer of the
Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the
defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent
that the Court of Chancery sitting in the State of
Delaware or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses
which the Court of Chancery sitting in the State of
Delaware or such other court shall deem proper.
Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered
by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination
that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the
case may be. Such determination shall be made (i) by
the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceeding, (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent
legal counsel in a written opinion or (iii) by the
stockholders. To the extent, however, that a director,
officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in
connection therewith, without the necessity of
authorization in the specific case.
Section 4. Good Faith Defined. For purposes of
any determination under Section 3 of this Article VIII,
a person shall be deemed to have acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to
have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or
books of account of the Corporation or another
enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another
enterprise or on information or records given or
reports made to the Corporation or another enterprise
by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care
by the Corporation or another enterprise. The term
"another enterprise" as used in this Section 4 shall
mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at
the request of the Corporation as a director, officer,
employee or agent. The provisions of this Section 4
shall not be deemed to be exclusive or to limit in any
way the circumstances in which a person may be deemed
to have met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article VIII, as the
case may be.
Section 5. Indemnification by a Court.
Notwithstanding any contrary determination in the
specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination
thereunder, any director, officer, employee or agent
may apply to any court of competent jurisdiction in the
State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this
Article VIII. The basis of such indemnification by a
court shall be a determination by such court that
indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met
the applicable standards of conduct set forth in
Sections 1 or 2 of this Article VIII, as the case may
be. Neither a contrary determination in the specific
case under Section 3 of this Article VIII nor the
absence of any determination thereunder shall be a
defense to such application or create a presumption
that the director, officer, employee or agent seeking
indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such
application. If successful, in whole or in part, the
director, officer, employee or agent seeking
indemnification shall also be entitled to be paid the
expense of prosecuting such application.
Section 6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or
investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on
behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.
Section 7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and
advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of
any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any
provision of the Certificate of Incorporation or any
Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction
(howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his
official capacity and as to action in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons
specified in Sections 1 and 2 of this Article VIII but
whom the Corporation has the power or obligation to
indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.
Section 8. Insurance. The Corporation may
purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of
the Corporation, or is or was a director or officer of
the Corporation serving at the request of the
Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise
against any liability asserted against him and incurred
by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would
have the power or the obligations to indemnify him
against such liability under the provisions of this
Article VIII.
Section 9. Certain Definitions. For purposes of
this Article VIII, references to "the Corporation"
shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a
consolidation or merger which, if its separate
existence had continued, would have had power and
authority to indemnify its directors, officers,
employees or agents, so that any person who is or was a
director, officer, employee or agent of such
constituent corporation, or is or was a director or
officer of such constituent corporation serving at the
request of such constituent corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise, shall stand in the same
position under the provisions of this Article VIII with
respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation
if its separate existence had continued. For purposes
of this Article VIII, references to "fines" shall
include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall
include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to
be in the interest of the participants and
beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the
best interests of the Corporation" as referred to in
this Article VIII.
Section 10. Survival of Indemnification and
Advancement of Expenses. The indemnification and
advancement of expenses provided by, or granted
pursuant to, this Article VIII shall, unless otherwise
provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended
or repealed, in whole or in part, or new Bylaws may be
adopted by the stockholders or by the Board of
Directors; provided, however, that notice of such
alteration, amendment, repeal or adoption of new Bylaws
be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be.
All such amendments must be approved by either the
holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire
Board of Directors then in office.
Section 2. Entire Board of Directors. As used in
this Article IX and in these Bylaws generally, the term
"entire Board of Directors" means the total number of
directors which the Corporation would have if there
were no vacancies.
AMENDMENT TO THE BYLAWS
OF
Healthtrust, Inc. - The Hospital Company
I.
Delete in its entirety Article IV, Section 1
entitled, "General," and substitute in lieu thereof the
following:
The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a
Secretary and a Treasurer. The Board of Directors, in
its discretion, may also choose a Chairman of the Board
of directors (who must be a director) and one or more
Vice-Presidents, (one or more of whom may be designated
as Senior Vice-President), Assistant Secretaries,
Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of
Incorporation or these Bylaws. The officers of the
Corporation need not be stockholders of the Corporation
nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the
Corporation.
II.
Delete in its entirety Article IV, Section 6
entitled "Vice-Presidents," and substitute in lieu
thereof the following:
At the request of the President or in his absence
or in the event of his inability or refusal to act (and
if there be no Chairman of the Board of Directors), the
Senior Vice-President or the Senior Vice-Presidents if
there is more than one, or the Vice-President or the
Vice-Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the
duties of the President, and when so acting, shall have
all the powers of and be subject to all the
restrictions upon the President. Each Vice-President
shall perform such other duties and have such other
powers as the Board of Directors from time to time may
prescribe. If there be no Chairman of the Board of
Directors, no Senior Vice-President, and no
Vice-President, the Board of Directors shall designate
the officer of the Corporation who, in the absence of
the President or in the event of the inability or
refusal of the President to act, shall perform the
duties of the President, and when so acting, shall have
all the powers of and be subject to all the
restrictions upon the President.
III.
This Amendment is effective October 10, 1990.
IV.
In all other respects, said Bylaws are ratified.
AMENDMENT TO THE BYLAWS
OF
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
I.
Add to the end of Section I, Article III entitled
"Number and Election of Directors" the following
sentences:
"No person who shall have attained the age of 72
years shall be eligible for election as a Director of
the Corporation. Any person elected a Director prior
to age 72 shall retire at the next Annual Meeting of
the Shareholders after attaining that age, provided,
however, that any person serving as a Director on the
date of the adoption of this Bylaw provision shall be
entitled to serve out the remainder of his term."
II.
This Amendment is effective April 10, 1992.
III.
In all other respects, said Bylaws are ratified.
AMENDMENT TO THE BYLAWS
OF
HEALTHTRUST, INC. - THE HOSPITAL COMPANY
I.
Amend the last two sentences of Section 1, Article
III entitled "Number and Election of Directors" to read
as follows:
No person who shall have attained the age of 72
years shall be eligible for election as a Director of
the Corporation. Any person elected a Director prior
to age 72 shall retire at the next Annual Meeting of
the Shareholders after attaining that age, provided,
however, than any person serving as a Director on April
10, 1992 shall not be subject to any such age
limitation contained in these Bylaws.
II.
This Amendment is effective November 1, 1994.
III.
In all other respects, said Bylaws are ratified.