EXHIBIT 3.24(b)
AMENDED AND RESTATED BY-LAWS
OF
GREENVILLE RADIATION CARE, INC.
ARTICLE I
---------
OFFICES
1.1 Registered Office. The Corporation shall maintain a registered office
-----------------
and registered agent in the State of Delaware.
1.2 Other Offices. In addition to its registered office, the Corporation
-------------
may have such other offices as the Board of Directors may from time to time
choose to establish. Such other offices may be located at any place within or
without the State of Delaware.
ARTICLE II
----------
STOCKHOLDER MEETINGS
2.1 Annual Meetings. The annual meeting of the stockholders shall be held
---------------
at the principal office of the Corporation on the first Tuesday of August in
each year for the purpose of electing directors for the ensuing year and for the
transaction of such other business as may properly come before the meeting. If
the date of the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day. The date, time and/or place
of the annual meeting may be changed by resolution of the Board of Directors,
provided that such new date, time and/or place shall be specified in the notice
of the meeting provided in accordance with these By-Laws.
2.2 Special Meetings. Special meetings of the stockholders for any
----------------
purpose(s) may be called at any time upon written request to the Secretary by
the President, by a majority of the Board of Directors, or by the holders of a
majority of all the shares outstanding and entitled to vote at the special
meeting. Upon receipt of such written request, the Secretary shall, at the
expense of the Corporation, call a special meeting of the stockholders by giving
notice in the manner prescribed in these By-Laws. The special meeting shall be
held at such place, either within or without the State of Delaware, and at such
date and time, as shall be specified in the notice of the meeting. No business
shall be transacted at any special meeting of the stockholders except that
specifically designated in the notice of the meeting.
2.3 Notice of Meetings. Not less than ten (10) nor more than sixty (60)
------------------
days before the date of every stockholders' meeting, the Secretary shall give to
each stockholder of record on the record date as determined in accordance with
these By-Laws, written notice stating the time and place of the meeting and, in
the case of a special meeting or as otherwise required by statute, the
purpose(s) for which the meeting is called. Notice shall be deemed given when
personally delivered to the stockholder or when deposited in the United States
mail, first-class postage
prepaid, addressed to the stockholder at his last known business or residence
address as it appears on the records of the Corporation.
2.4 Record Date. So that the Corporation may determine the stockholders
-----------
entitled to notice of and/or to vote at any meeting of stockholders, 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 any other lawful purpose, the Board of Directors
may fix in advance a record date, which date shall be not more than sixty (60)
nor less than ten (10) days prior to the date of such meeting or the taking of
such action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board of Directors shall fix a new record date for the
adjourned meeting.
2.5 List of Stockholders of Record. Prior to each stockholders' meeting,
------------------------------
the Secretary or an Assistant Secretary shall prepare an accurate and complete
list in alphabetical order of the stockholders of record entitled to vote at the
meeting, indicating the address of each and the number of shares held by each.
The list of stockholders of record shall be open to examination by any
stockholder during regular business hours for a period of at least ten (10) 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 at the
place where the meeting is to be held. The list shall also be produced and kept
open at the meeting for inspection by any stockholder present.
2.6 Quorum. Except as otherwise required by law, the Certificate of
------
Incorporation or these By-Laws, the presence in person or by proxy of the
holders of record of shares entitled to cast a majority of the votes entitled to
be cast at the meeting, shall constitute a quorum at such meeting. In case a
quorum shall not be present at any meeting, a majority in interest of
stockholders entitled to vote thereat, present in person or by proxy, shall have
the power to adjourn the meeting from time to time without notice, other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any adjourned meeting at which the requisite amount
of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
2.7 Voting. Each outstanding share of common stock (unless restricted)
------
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of the stockholders. A majority of the votes cast at a meeting of the
stockholders duly-called and at which a quorum is present shall be sufficient to
take or authorize action upon any matter which has properly come before the
meeting, unless more or less than a majority of votes cast is required by
statute, the Certificate of Incorporation or these By-Laws. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting shall be by ballot.
2.8 Proxies. At all meetings of stockholders, a stockholder may vote by
-------
written proxy, dated and executed by the stockholder or by his duly-authorized
attorney-in-fact. No proxy shall be valid for more than three (3) years from
the date of its execution unless otherwise specifically stated in the proxy.
2
2.9 Voting of Shares by Certain Holders. Shares standing in the name of
-----------------------------------
another corporation, if entitled to vote, may be voted by such officer, agent or
proxy as the By-Laws of the corporate stockholder shall prescribe or, in the
absence of a controlling bylaw, as the board of directors of the corporate
stockholder shall determine, provided that a certified copy of the by-law or
board resolution is presented to the Secretary prior to the meeting. Any
fiduciary may vote shares standing in his name as a fiduciary, either in person
or by proxy. Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by the Corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares at
any given time.
2.10 Action Without a Meeting. Unless otherwise provided by the
------------------------
Certificate of Incorporation, any action required or permitted to be taken at an
annual or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote if a consent in writing setting forth
the action so taken shall be signed by the 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 of the stockholders at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE III
-----------
BOARD OF DIRECTORS
3.1 General Powers. The business and affairs of the Corporation shall be
---------------
managed by its Board of Directors and, except as expressly provided by statute,
the Certificate of Incorporation or these By-Laws, all the powers of the
Corporation shall be vested in the Board of Directors. The phrase "whole board"
refers to the total number of directors which the Corporation would have if
there were no vacancies.
3.2 Number, Election and Tenure. The initial Board of Directors shall
---------------------------
consist of one (1) person. Thereafter, the number of directors constituting the
whole board shall be at least one (1). Subject to the foregoing, the number of
directors constituting the whole board may be increased or decreased from time
to time by action of the stockholders or the Board of Directors. Directors shall
be elected at the annual meeting of the stockholders to succeed the directors
whose terms have expired and to fill any vacancies then existing. The term of
office of each director shall be from the time of his election and qualification
until the annual meeting of stockholders next succeeding his election and until
his successor shall have been duly elected and shall have qualified. The Board
of Directors shall keep minutes of their meetings and a full account of their
transactions. A director need not be a stockholder or a resident of the State of
Delaware.
3.3 Annual Meetings. The annual meeting of the Board of Directors shall
---------------
be held immediately following the adjournment of the annual meeting of the
stockholders, for the purpose of appointing officers for the ensuing year, and
for the transaction of such other business
3
as may come before the meeting. Any lawful business may be transacted at the
annual meeting of the Board of Directors whether or not specifically designated
in the notice of the meeting.
3.4 Special Meetings. Special meetings of the Board of Directors may be
----------------
called at any time upon written request to the Secretary by the President or by
a majority of the Board of Directors. Upon receipt of such written request, the
Secretary shall, at the expense of the Corporation, call a special meeting of
the Board of Directors by giving notice to each director in the manner
prescribed by these By-Laws. The special meeting shall be held at such place,
date and time as shall be stated in the notice of the meeting. No business shall
be transacted at any special meeting of the Board of Directors except that
specifically designated in the notice of the meeting.
3.5 Notice of Meetings. Not less than ten (10) nor more than sixty (60)
------------------
days before the date of every meeting of the Board of Directors, the Secretary
shall give to each director written notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise required by
statute, the purpose(s) for which the meeting is called. Notice shall be deemed
given when personally delivered to the director or when deposited in the United
States mail, first-class postage prepaid, addressed to the director at his last
known business or residence address as it appears on the records of the
Corporation.
3.6 Participation by Telephone, Etc. Members of the Board of Directors
-------------------------------
and any committee created thereby may participate in any meeting of the Board of
Directors or such committee by conference telephone or by any other means of
communication by which all persons participating in the meeting are able to hear
one another, and such participation shall constitute presence in person at the
meeting.
3.7 Quorum. A majority of the Board of Directors shall constitute a
------
quorum for the transaction of business at any meeting of the Board of Directors.
If at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at the meeting so adjourned.
3.8 Voting. Each director shall be entitled to one (1) vote upon each
------
matter submitted to a vote at a meeting of the Board of Directors. A majority of
the votes cast at a meeting of the Board of Directors, duly-called and at which
a quorum is present, shall be sufficient to take or authorize action upon any
matter which has properly come before the meeting, unless more than a majority
of votes cast is required by statute, the Certificate of Incorporation or these
By-Laws.
3.9 Removal. Except as otherwise provided by statute or the Certificate
-------
of Incorporation, at any special meeting of the stockholders,, duly-called and
at which a quorum is present, any director may be removed from office, with or
without cause, by the vote of a majority of all the shares then outstanding and
entitled to vote, and at such meeting another director may be elected to serve
during the unexpired term of the removed director by majority vote of the shares
present at the meeting in person or by proxy.
3.10 Vacancies. Any vacancy occurring in the Board of Directors by reason
---------
of the death, disability or resignation of any director, or by the removal of
any director without the
4
election of another to take his place, may be filled by the remaining directors
though less than a quorum, at a special meeting called for that purpose. The new
director so elected shall serve for the unexpired term of his predecessor or
until his successor is duly elected. Any vacancy created by reason of an
increase in the number of directors may be filled by the stockholders at their
next annual meeting or at a special meeting called for that purpose.
3.11 Resignations. Any director, member of a committee or other officer
------------
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein or, if no time is specified, when the
notice is received by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
3.12 Committees. The Board of Directors may, by resolution passed by a
----------
majority of the Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. To
the extent provided in the resolution, any 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, including the power
to authorize the corporate seal to be affixed to all papers which may require
it.
3.13 Compensation. Directors shall not receive any stated salary for their
------------
services as directors or as members of committees, but by resolution of the
Board, a fixed fee and expenses of attendance may be allowed for attendance at
each meeting. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity as an officer, agent
or otherwise, and from receiving compensation therefor.
3.14 Action Without a Meeting. Any action required or permitted to be
------------------------
taken at any meeting of the Board of Directors or any committee-thereof may be
taken without a meeting if all members of the Board 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 or committee.
ARTICLE IV
----------
OFFICERS
4.1 Title, Appointment and Tenure. The officers of the Corporation shall
-----------------------------
be a President, a Treasurer and a Secretary, all of whom shall be appointed by
the Board of Directors and all of whom shall hold office until their successors
are duly appointed and qualified. In addition, the Board of Directors may elect
a Chairman of the Board, one or more Vice Presidents and such Assistant
Secretaries and Assistant Treasurers as they may deem necessary or appropriate
for the proper conduct of the business of the Corporation. No officer need be a
director of the Corporation.
4.2 Other Officers and Agents. The Board of Directors may appoint such
-------------------------
other officers and agents as they deem advisable. Such other officers and agents
shall serve for such terms and exercise such powers and perform such duties as
may be determined from time to time by the Board of Directors.
5
4.3 Chairman of the Board. The Chairman of the Board of Directors shall
---------------------
be a member of the Board, shall preside at all meetings of the Board of
Directors, and shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.
4.4 President. The President shall be the chief executive officer of the
---------
Corporation and shall be primarily responsible for the implementation of the
policies of the Board of Directors. He shall have authority over the general
management and direction of the business and operations of the Corporation,
subject only to the ultimate authority of the Board of Directors. He shall
preside at all meetings of the stockholders. He may sign and execute, on behalf
of the Corporation, share certificates, deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof has
been expressly delegated by the Board of Directors to some other officer or
agent of the Corporation, or is required by law to be otherwise signed or
executed. If the Corporation shall not have a Chairman of the Board, the
President shall preside at meetings of the Board of Directors.
4.5 Vice President. The Board of Directors may appoint one or more Vice
--------------
Presidents with the authority to perform such duties as may be assigned to them
by the President or the Board of Directors. In the absence of the President,
the Vice President shall perform all the duties of the President, and when so
acting shall have the powers of the President.
4.6 Treasurer and Assistant Treasurers. The Treasurer shall have custody
----------------------------------
of corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables 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 funds of the Corporation as ordered by the Board of
Directors or the President, taking proper vouchers for such disbursements. He
shall render to the President and the Board of Directors on demand, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall, in general, perform all duties incident to the
office of Treasurer, and such other duties as shall be assigned to him by the
Board of Directors or the President. If required by the Board of Directors, he
shall give the Corporation a bond for the faithful discharge of his duties in
such amount and with surety as the Board shall prescribe.
Any Assistant Treasurers appointed by the Board of Directors, in the order
of their seniority, shall in the absence or disability of the Treasurer perform
the duties and exercise the powers of the Treasurer, and shall perform such
other duties as the Board of Directors, the President or the Treasurer shall
prescribe.
4.7 Secretary and Assistant Secretaries. The Secretary shall give, or
-----------------------------------
cause to be given, notice of all meetings of stockholders and directors, and all
other notices required by law or by these By-Laws. In his absence, refusal or
neglect to do so, such notices may be given by any person so directed by the
President, the Board of Directors, or the stockholders upon whose requisition
the meeting was called as provided in these By-Laws. The Secretary shall keep
minutes of the meetings of the stockholders and directors of the Corporation in
one or more books provided for that purpose, and shall, in general, perform all
duties incident to the office of Secretary, and such other duties as may be
assigned to him by the Board of Directors or the
6
President. He shall have custody of the corporate seal, affix it to all
instruments requiring it when authorized by the Board of Directors or the
President, and attest the same.
Any Assistant Secretaries elected by the Board of Directors, in order of
their seniority, shall in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary, and shall perform such
other duties as the Board of Directors, the President or the Secretary shall
prescribe.
4.8 Compensation. The Board of Directors shall have authority to fix the
------------
compensation of all officers of the Corporation. No officer shall be prevented
from receiving such compensation by reason of the fact that he is also a
director of the Corporation.
4.9 Holding More Than One Office. One person may be appointed to two or
----------------------------
more offices, but no one shall be both President and Vice President, nor may
anyone execute, acknowledge or verify any instrument in more than one capacity.
4.10 Removal. Any officer may be removed by the Board of Directors
-------
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
ARTICLE V
---------
STOCK CERTIFICATES
5.1 Stock Certificates. Each stockholder shall be entitled to a
------------------
certificate or certificates representing the number, kind, class and par value
of shares of the capital stock of the Corporation owned by him. Each certificate
shall be signed by the Chairman of the Board, the President or a Vice President
and counter-signed by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, and shall be sealed with the corporate seal. The
signatures may be either manual or facsimile. Any certificate representing
shares which are restricted or limited as to their transferability or voting
rights, which are preferred or limited as to dividends or as to their share of
the assets upon liquidation, or which are redeemable at the option of the
Corporation, shall state upon its face that such shares are restricted,
preferred, limited or redeemable and on the face or back thereof shall have
either a full statement of such restriction, preference, limitation or
redemption right or a summary thereof and a statement that the Corporation will
furnish to any stockholder upon request and without charge a full statement.
5.2 Transfer of Stock. Upon surrender to the Secretary or to a duly-
-----------------
appointed transfer agent of a certificate representing the ownership of stock in
the Corporation, endorsed or accompanied by proper evidence of assignment or
authority to transfer, it shall be the duty of the Secretary or such transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate, and to record the transfer upon the stock transfer records of
the Corporation. The Corporation shall be entitled to treat the holder of record
of any shares of stock as the holder in fact and shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.
7
5.3 Lost Certificate. The Board of Directors may authorize the issuance
----------------
of a new certificate to replace any certificate which is alleged to have been
stolen, lost or destroyed. When authorizing the issuance of any replacement
certificate, the Board of Directors may, as a condition precedent to the
issuance thereof, require the owner of such stolen, lost or destroyed
certificate to deliver an affidavit of that fact, and to deposit with the
Corporation a bond in such form and amount and with such surety as the Board of
Directors may deem appropriate, to indemnify the Corporation against any loss or
claim which may arise as a result of the issuance of the replacement
certificate.
5.4 Dividends. Subject to the provisions of the Certificate of
---------
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the Corporation. Dividends may be paid in cash, property or shares of
the capital stock of the Corporation. Before declaring any dividend there may be
set apart out of any funds of the Corporation available for dividends, such sums
as the Board of Directors shall in its discretion deem proper for working
capital, a reserve to meet contingencies or such other purposes as the Board of
Directors shall deem to be in the best interests of the Corporation.
ARTICLE VI
----------
MISCELLANEOUS
6.1 Seal. The corporate seal shall be circular in form and shall contain
----
the name of the Corporation, the year of its creation and the words "CORPORATE
SEAL DELAWARE". The seal may be used by causing it or a facsimile to be
impressed, affixed or reproduced.
6.2 Fiscal Year. The fiscal year of the Corporation shall close on such
-----------
date as the Board of Directors may from time to time determine and specify by
resolution, provided that in the absence of any contrary determination by the
Board of Directors the fiscal year shall close on March 31st.
6.3 Checks. All checks, drafts or other orders for the payment of money,
------
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined from time to time by resolution of the
Board of Directors.
6.4 Waiver of Notice. Whenever any notice is required by statute, the
----------------
Certificate of Incorporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. The attendance by any person at any meeting shall constitute a waiver
of notice of such meeting, except when such person attends for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting was not lawfully called or convened.
6.5 Amendments of the By-Laws. Except as otherwise provided by statute or
-------------------------
the Certificate of Incorporation, the power to amend, alter, or repeal these By-
laws and to adopt new By-laws may be exercised by the Board of Directors or by
the stockholders.
8
BY-LAWS
-------
OF
--
GREENVILLE RADIATION CARE, INC.
-------------------------------
ARTICLE I
---------
OFFICES
1.1 Registered Office. The Corporation shall maintain a registered office
-----------------
and registered agent in the State of Delaware.
1.2 Other Offices. In addition to its registered office, the Corporation
-------------
may have such other offices as the Board of Directors may from time to time
choose to establish. Such other offices may be located at any place within or
without the State of Delaware.
ARTICLE II
----------
STOCKHOLDER MEETINGS
2.1 Annual Meetings. The annual meeting of the stockholders shall be held
---------------
at the principal office of the Corporation on the second Tuesday of April in
each year for the purpose of electing directors for the ensuing year and for the
transaction of such other business as may properly come before the meeting. If
the date of the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day. The date, time and/or place
of the annual meeting may be changed by resolution of the Board of Directors,
provided that such new date, time and/or place shall be specified in the notice
of the meeting provided in accordance with these By-Laws.
2.2 Special Meetings. Special meetings of the stockholders for any
----------------
purpose(s) may be called at any time upon written request to the Secretary by
the President, by a majority of the Board of Directors, or by the holders of a
majority of all the shares outstanding and entitled to vote at. the special
meeting. Upon receipt of such written request., the Secretary shall, at the
expense of the Corporation, call a special meeting of the stockholders by giving
notice in the manner prescribed in these By-Laws. The special meeting shall be
held at such place, either within or without the State of Delaware, and at such
date and time, as shall be specified in the notice of the meeting. No business
shall be transacted at any special meeting of the stockholders except that
specifically designated in the notice of the meeting.
2.3 Notice of Meetings. Not less than ten (10) nor more than sixty (60)
------------------
days before the date of every stockholders' meeting, the Secretary shall give to
each stockholder of record on the record date as determined in accordance with
these By-Laws, written notice stating the time and place of the meeting and, in
the case of a special meeting or as otherwise required by statute, the
purpose(s) for which the meeting is called. Notice shall be deemed given when
personally delivered to the stockholder or when deposited in the United States
mail, first-class postage
9
prepaid, addressed to the stockholder at his last known business or residence
address as it appears on the records of the Corporation.
2.4 Record Date. So that the Corporation may determine the stockholders
-----------
entitled to notice of and/or to vote at any meeting of stockholders, 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 any other lawful purpose, the Board of Directors
may fix in advance a record date, which date shall be not more than sixty (60)
nor less than ten (10) days prior to the date of such meeting or the taking of
such action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board of Directors shall fix a new record date for the
adjourned meeting.
2.5 List of Stockholders of Record. Prior to each stockholders' meeting,
------------------------------
the Secretary or an Assistant Secretary shall prepare an accurate and complete
list in alphabetical order of the stockholders of record entitled to vote at the
meeting, indicating the address of each and the number of shares held by each.
The list of stockholders of record shall be open to examination by any
stockholder during regular business hours for a period of at least ten (10) 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 at the
place where the meeting is to be held. The list shall also be produced and kept
open at the meeting for inspection by any stockholder present.
2.6 Quorum. Except as otherwise required by law, the Certificate of
------
Incorporation or these By-Laws, the presence in person or by proxy of the
holders of record of shares entitled to cast a majority of the votes entitled to
be cast at the meeting, shall constitute a quorum at such meeting. In case a
quorum shall not be present at any meeting, a majority in interest of
stockholders entitled to vote thereat, present in person or by proxy, shall have
the power to adjourn the meeting from time to time without notice, other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall he present. At any adjourned meeting at which the requisite amount
of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
2.7 Voting. Each outstanding share of common stock (unless restricted)
------
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of the stockholders. A majority of the votes cast at a meeting of the
stockholders duly-called and at which a quorum is present shall, he sufficient
to take or authorize action upon any matter which has properly come before the
meeting, unless more or less than a majority of votes cast is required by
statute, the Certificate of Incorporation or these By-Laws. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting shall be by ballot.
2.8 Proxies. At all meetings of stockholders, a stockholder may vote by
-------
written proxy, dated and executed by the stockholder or by his duly-authorized
attorney-in-fact. No proxy shall be valid for more than three (3) years from
the date of its execution unless otherwise specifically stated in the proxy.
10
2.9 Voting of Shares by Certain Holders. Shares standing in the name of
-----------------------------------
another corporation, if entitled to vote, may be voted by such officer, agent or
proxy as the By-Laws of the corporate stockholder shall prescribe or, in the
absence of a controlling bylaw, as the board of directors of the corporate
stockholder shall determine, provided that a certified copy of the by-law or
board resolution is presented to the Secretary prior to the meeting. Any
fiduciary may vote shares standing in his name as a fiduciary, either in person
or by proxy. Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by the Corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares at
any given time.
2.10 Action Without a Meeting. Unless otherwise provided by the
------------------------
Certificate of Incorporation, any action required or permitted to be taken at an
annual or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote if a consent in writing setting forth
the action so taken shall be signed by the 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 of the stockholders at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE III
-----------
BOARD OF DIRECTORS
3.1 General Powers. The business and affairs of the Corporation shall be
--------------
managed by its Board of Directors and, except as expressly provided by statute,
the Certificate of Incorporation or these By-Laws, all the powers of the
Corporation shall be vested in the Board of Directors. The phrase "whole board"
refers to the total number of directors which the Corporation would have if
there were no vacancies.
3.2 Number, Election and Tenure. The initial Board of Directors shall
---------------------------
consist of two (2) persons. Thereafter, the number of directors constituting the
whole board shall be at least one (1). Subject to time foregoing, the number of
directors constituting the whole hoard may be increased or decreased from time
to time by action of the stockholders or the Board of Directors. Directors shall
be elected at the annual meeting of the stockholders to succeed the directors
whose terms have expired and to fill any vacancies then existing. The term of
office of each director shall be from the time of his election and qualification
until the annual meeting of stockholders next succeeding his election and until
his successor shall have been duly elected and shall have qualified. The Board
of Directors shall keep minutes of their meetings and a full account of their
transactions. A director need not be a stockholder or a resident of the State of
Delaware.
3.3 Annual Meetings. The annual meeting of the Board of Directors shall be
---------------
held immediately following the adjournment of the annual meeting of the
stockholders, for the purpose of appointing officers for the ensuing year, and
for the transaction of such other business
11
as may come before the meeting. Any lawful business may be transacted at the
annual meeting of the Board of Directors whether or not specifically designated
in the notice of the meeting.
3.4 Special Meetings. Special meetings of the Board of Directors may be
----------------
called at any time upon written request to the Secretary by the President or by
a majority of the Board of Directors. Upon receipt of such written request, the
Secretary shall, at the expense of the Corporation, call a special meeting of
the Board of Directors by giving notice to each director in the manner
prescribed by these By-Laws. The special meeting shall be held at such place,
date and time as shall be stated in the notice of the meeting. No business shall
be transacted at any special meeting of the Board of Directors except that
specifically designated in the notice of the meeting.
3.5 Notice of Meetings. Not less than ten (10) nor more than sixty (60)
------------------
days before the date of every meeting of the Board of Directors, the Secretary
shall give to each director written notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise required by
statute, the purpose(s) for which the meeting is called. Notice shall be deemed
given when personally delivered to the director or when deposited in the United
States mail, first-class postage prepaid, addressed to the director at his last
known business or residence address as it appears on the records of the
Corporation.
3.6 Participation by Telephone, Etc. Members of the Board of Directors
-------------------------------
and any committee created thereby may participate in any meeting of the Board of
Directors or such committee by conference telephone or by any other means of
communication by which all persons participating in the meeting are able to hear
one another, and such participation shall constitute presence in person at the
meeting.
3.7 Quorum. A majority of the Board of Directors shall constitute a
------
quorum for the transaction of business at any meeting of the Board of Directors.
If at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at the meeting so adjourned.
3.8 Voting. Each director shall be entitled to one (1) vote upon each
------
matter submitted to a vote at a meeting of the Board of Directors. A majority of
the votes cast at a meeting of the Board of Directors, duly-called and at which
a quorum is present, shall be sufficient to take or authorize action upon any
matter which has properly come before the meeting, unless more than a majority
of votes cast is required by statute, the Certificate of Incorporation or these
By-Laws.
3.9 Removal. Except as otherwise provided by statute or the Certificate
-------
of Incorporation, at any special meeting of the stockholders, duly-called and at
which a quorum is present, any director may be removed from office, with or
without cause, by the vote of a majority of all the shares then outstanding and
entitled to vote, and at such meeting another director may be elected to serve
during the unexpired term of the removed director by majority vote of the shares
present at the meeting in person or by proxy.
12
3.10 Vacancies. Any vacancy occurring in the Board of Directors by reason
---------
of the death, disability or resignation of any director, or by the removal of
any director without the election of another to take his place, may be filled by
the remaining directors though less than a quorum, at a special meeting called
for that purpose. The new director so elected shall serve for the unexpired term
of his predecessor or until his successor is duly elected. Any vacancy created
by reason of an increase in the number of directors may be filled by the
stockholders at their next annual meeting or at a special meeting called for
that purpose.
3.11 Resignations. Any director, member of a committee or other officer
------------
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein or, if no time is specified, when the
notice is received by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
3.12 Committees. The Board of Directors may, by resolution passed by a
----------
Committees. The Board of Directors may, by resolution passed by a The Board of
Directors may, by resolution passed by a Committees. The Board of Directors may,
by resolution passed by a majority of the Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. To the extent provided in the resolution, any 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,
including the power to authorize the corporate seal to be affixed to all papers
which may require it.
3.13 Compensation. Directors shall not receive any stated salary for their
------------
services as directors or as members of committees, but by resolution of the
Board, a fixed fee and expenses of attendance may be allowed for attendance at
each meeting. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity as an officer, agent
or otherwise, and from receiving compensation therefor.
3.14 Action Without a Meeting. Any action required or permitted to be taken
------------------------
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may he,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
ARTICLE IV
----------
OFFICERS
4.1 Title, Appointment and Tenure. The officers of the Corporation shall
-----------------------------
be a President, a Treasurer and a Secretary, all of whom shall be appointed by
the Board of Directors and all, of whom shall hold office until their successors
are duly appointed and qualified. In addition, the Board of Directors may elect
a Chairman of the Board, one or more Vice Presidents and such Assistant
Secretaries and Assistant Treasurers as they may deem necessary or appropriate
for the proper conduct of the business of the Corporation. No officer need be a
director of the Corporation.
4.2 Other Officers and Agents. The Board of Directors may appoint such
-------------------------
other officers and agents as they deem advisable. Such other officers and agents
shall serve for such
13
terms and exercise such powers and perform such duties as may be determined from
time to time by the Board of Directors.
4.3 Chairman of the Board. The Chairman of the Board of Directors shall
---------------------
be a member of the Board, shall preside at all meetings of the Board of
Directors, and shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.
4.4 President. The President shall he the chief executive officer of the
---------
Corporation and shall be primarily responsible for the implementation of the
policies of the Board of Directors. He shall have authority over the general
management and direction of the business and operations of the Corporation,
subject only to the ultimate authority of the Board of Directors. He shall
preside at all meetings of the stockholders. He may sign and execute, on behalf
of the Corporation, share certificates, deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof has
been expressly delegated by the Board of Directors to some other officer or
agent of the Corporation, or is required by law to be otherwise signed or
executed. If the Corporation shall not have a Chairman of the Board, the
President shall preside at meetings of the Board of Directors.
4.5 Vice President. The Board of Directors may appoint one or more Vice
--------------
Presidents with the authority to perform such duties as may be assigned to them
by the President or the Board of Directors. In the absence of the President,
the Vice President shall perform all the duties of the President, and when so
acting shall have the powers of the President.
4.6 Treasurer and Assistant Treasurers. The Treasurer shall have custody
----------------------------------
of corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables 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 funds of the Corporation as ordered by the Board of
Directors or the President, taking proper vouchers for such disbursements. He
shall render to the President and the Board of Directors on demand, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall, in general, perform all duties incident to the
office of Treasurer, amid such other duties as shall be assigned to him by the
Board of Directors or the President. If required by the Board of Directors, he
shall give the Corporation a bond for the faithful discharge of his duties in
such amount and with surety as the Board shall prescribe.
Any Assistant Treasurers appointed by the Board of Directors, in the order
of their seniority, shall in the absence or disability of the Treasurer perform
the duties and exercise the powers of the Treasurer, and shall perform such
other duties as the Board of Directors, the President or the Treasurer shall
prescribe.
4.7 Secretary and Assistant Secretaries. The Secretary shall give, or
-----------------------------------
cause to be given, notice of all meetings of stockholders arid directors, and
all other notices required by law or by these By-Laws. In his absence, refusal
or neglect to do so, such notices may be given by any person so directed by the
President, the Board of Directors, or the stockholders upon whose requisition
the meeting was called as provided in these By-Laws. The Secretary shall keep
minutes of the meetings of the stockholders and directors of the Corporation in
one or more
14
books provided for that purpose, arid shall, in general, perform all duties
incident to the office of Secretary, and such other duties as may be assigned to
him by the Board of Directors or the President. He shall have custody of the
corporate seal, affix it to all instruments requiring it when authorized by the
Board of Directors or the President, and attest the same.
Any Assistant Secretaries elected by the Board of Directors, in order of
their seniority, shall in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary, and shall perform such
other duties as the Board of Directors, the President or the Secretary shall
prescribe.
4.8 Compensation. The Board of Directors shall have authority to fix the
------------
compensation of all officers of the Corporation. No officer shall be prevented
from receiving such compensation by reason of the fact that he is also a
director of the Corporation.
4.9 Holding More Than One Office. One person may be appointed to two or
----------------------------
more offices, but no one shall be both President and Vice President, nor may
anyone execute, acknowledge or verify any instrument in more than one capacity.
4.10 Removal. Any officer may be removed by the Board of Directors
-------
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
ARTICLE V
---------
STOCK CERTIFICATES
5.1 Stock Certificates. Each stockholder shall be entitled to a
------------------
certificate or certificates representing the number, kind, class and par value
of shares of the capital stock of the Corporation owned by him. Each certificate
shall be signed by the Chairman of the Board, the President or a Vice President
and counter-signed by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, and shall be sealed with the corporate seal. Time
signatures may be either manual or facsimile. Any certificate representing
shares which are restricted or limited as to their transferability or voting
rights, which are preferred or limited as to dividends or as to their share of
the assets upon liquidation, or which are redeemable at the option of the
Corporation, shall state upon its face that such shares are restricted,
preferred, limited or redeemable and on the face or back thereof shall have
either a full statement of such restriction, preference, limitation or
redemption right or a summary thereof and a statement that the Corporation will
furnish to any stockholder upon request and without charge a full statement.
5.2 Transfer of Stock. Upon surrender to the Secretary or to a duly-
-----------------
appointed transfer agent of a certificate representing the ownership of stock in
the Corporation, endorsed or accompanied by proper evidence of assignment or
authority to transfer, it shall be the duty of the Secretary or such transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate, and to record the transfer upon the stock transfer records of
the Corporation. The Corporation shall he entitled to treat the holder of record
of any shares of stock as the holder in fact amid shall not be hound to
recognize any equitable or other claim to or interest in such
15
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.
5.3 Lost Certificate. The Board of Directors may authorize the issuance
----------------
of a new certificate to replace any certificate which is alleged to have been
stolen, lost or destroyed. When authorizing the issuance of any replacement
certificate, the Board of Directors may, as a condition precedent to the
issuance thereof, require the owner of such stolen, lost or destroyed
certificate to deliver an affidavit of that fact, and to deposit with the
Corporation a bond in such form and amount and with such surety as the Board of
Directors may deem appropriate, to indemnify the Corporation against any loss or
claim which may arise as a result of the issuance of the replacement
certificate.
5.4 Dividends. Subject to the provisions of the Certificate of
---------
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the Corporation. Dividends may be paid in cash, property or shares of
the capital stock of the Corporation. Before declaring any dividend there may be
set apart out of any funds of the Corporation available for dividends, such sums
as the Board of Directors shall in its discretion deem proper for working
capital, a reserve to meet contingencies or such other purposes as the Board of
Directors shall deem to be in the best interests of the Corporation.
ARTICLE VI
----------
MISCELLANEOUS
6.1 Seal. The corporate seal shall he circular in form and shall contain
----
the name of the Corporation, the year of its creation and the words "CORPORATE
SEAL DELAWARE". The seal may be used by causing it or a facsimile to be
impressed, affixed or reproduced.
6.2 Fiscal Year. The fiscal year of the Corporation shall close on such
-----------
date as the Board of Directors may from time to time determine and specify by
resolution, provided that in the absence of any contrary determination by the
Board of Directors the fiscal year shall close on September 30th.
6.3 Checks. All checks, drafts or other orders for the payment of money,
------
notes or other evidences of indebtedness issued in the name of the Corporation
shall he signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined from time to time by resolution of the
of Directors.
6.4 Waiver of Notice. Whenever any notice is required by statute, the
----------------
Certificate of Incorporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. The attendance by any person at any meeting shall constitute a waiver of
notice of such meeting, except when such person attends for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
was not lawfully called or convened.
16
6.5 Amendments of the By-Laws. Except as otherwise provided by statute or
-------------------------
the Certificate of Incorporation, the power to amend, alter, or repeal these By-
laws and to adopt new By-laws may be exercised by the Board of Directors or by
the stockholders.
17