EXHIBIT 3.27(b)
BYLAWS
OF
PHYSICIAN RELIANCE NETWORK, INC.
TABLE OF CONTENTS
Page
----
ARTICLE 1 DEFINITIONS............................................................... 1
ARTICLE 2 OFFICES................................................................... 2
2.1 Principal and Other Offices....................................... 2
2.2 Registered Office and Agent....................................... 2
2.3 Initial Registered Office and Agent............................... 2
ARTICLE 3 SHAREHOLDERS.............................................................. 2
3.1 Annual Meetings................................................... 2
3.2 Special Meetings.................................................. 2
3.3 Place of Meetings................................................. 3
3.4 Notice of Meetings................................................ 3
3.5 Closing of Share Transfer Records or Fixing of Record
Date for Matters Other Than Consents to Action.................... 3
3.6 Fixing Record Dates For Consents to Action........................ 4
3.7 Voting Lists...................................................... 4
3.8 Quorum............................................................ 5
3.9 Voting of Shares.................................................. 5
3.10 Voting of Shares by Certain Holders............................... 5
3.11 Proxies........................................................... 6
3.12 Voting by Shareholders............................................ 6
3.13 Voting for Directors.............................................. 6
3.14 Vote for Certain Matters.......................................... 6
3.15 Conduct of Meetings............................................... 6
3.16 Order of Business................................................. 6
ARTICLE 4 BOARD OF DIRECTORS........................................................ 7
4.1 General Powers.................................................... 7
4.2 Number; Qualifications; Election; Term............................ 7
4.3 Change in Number.................................................. 7
4.4 Removal........................................................... 8
4.5 Resignation....................................................... 8
4.6 Vacancies......................................................... 8
4.7 Annual Meetings................................................... 8
4.8 Regular Meetings.................................................. 8
4.9 Special Meetings.................................................. 8
4.10 Place of Meetings................................................. 9
4.11 Notice of Meetings................................................ 9
4.12 Quorum............................................................ 9
4.13 Manner of Acting.................................................. 9
4.14 Order of Business................................................. 9
4.15 Compensation...................................................... 10
4.16 Presumption of Assent............................................. 10
4.17 Loans............................................................. 10
i
4.18 Interested Directors. Officers and Security Holders................ 10
ARTICLE 5 COMMITTEES................................................................. 11
5.1 Committees......................................................... 11
5.2 Term of Office; Removal; Resignation............................... 12
5.3 Change in Number................................................... 12
5.4 Vacancies.......................................................... 12
5.5 Chairman........................................................... 12
5.6 Meetings........................................................... 12
5.7 Quorum............................................................. 12
5.8 Rules; Procedure................................................... 13
ARTICLE 6 OFFICERS................................................................... 13
6.1 Number............................................................. 13
6.2 Authority.......................................................... 13
6.3 Election and Term of Office........................................ 13
6.4 Removal............................................................ 13
6.5 Resignation........................................................ 13
6.6 Vacancies.......................................................... 14
6.7 Chairman of the Board.............................................. 14
6.8 President.......................................................... 14
6.9 Vice Presidents.................................................... 15
6.10 Secretary.......................................................... 15
6.11 Treasurer.......................................................... 16
6.12 Assistant Secretaries.............................................. 16
6.13 Assistant Treasurers............................................... 16
6.14 Compensation....................................................... 17
6.15 Sureties and Bonds................................................. 17
ARTICLE 7 INDEMNIFICATION; INSURANCE................................................. 17
7.1 Indemnification.................................................... 17
7.2 Insurance.......................................................... 17
ARTICLE 8 ISSUANCE AND TRANSFER OF SHARES............................................ 17
8.1 Certificates for Shares............................................ 17
8.2 Issuance........................................................... 18
8.3 Payment for Shares................................................. 18
8.4 Transfer of Shares................................................. 18
8.5 Registered Shareholders............................................ 18
8.6 Lost, Stolen or Destroyed Certificates............................. 18
8.7 Registration of Transfer........................................... 18
8.8 Preemptive Rights.................................................. 18
8.9 Restrictive Legends................................................ 18
ARTICLE 9 TELEPHONE PARTICIPATION IN MEETINGS; ACTIONS WITHOUT A MEETING............. 18
9.1 Telephone Participation in Meetings................................ 18
ii
9.2 Action by Directors Without a Meeting............................. 18
9.3 Action by Shareholders Without a Meeting.......................... 18
ARTICLE 10 CORPORATE RECORDS........................................................ 18
10.1 Minute Book....................................................... 18
10.2 Books of Account.................................................. 18
10.3 Share Transfer Records............................................ 18
10.4 Form of Records................................................... 18
ARTICLE 11 GENERAL PROVISIONS....................................................... 18
11.1 Fiscal Year....................................................... 18
11.2 Checks, Drafts, etc............................................... 18
11.3 Distributions and Share Dividends................................. 18
11.4 Amendment of Bylaws............................................... 18
11.5 Seal.............................................................. 18
11.6 Notices; Waiver of Notices........................................ 18
11.7 Construction...................................................... 18
11.8 Table of Contents; Headings....................................... 18
iii
BYLAWS
OF
PHYSICIAN RELIANCE NETWORK, INC.
ARTICLE 1
DEFINITIONS
When used in these Bylaws, the following terms shall have the respective
meanings specified in this Article 1:
"Act" means the Texas Business Corporation Act, as the same may be amended
from time to time.
"Articles of Incorporation" means the articles of incorporation of the
Corporation filed with the Secretary of State of Texas, as amended from time to
time.
"Board of Directors" means those persons from time to time serving as
directors of the Corporation.
"Bylaws" means these bylaws, as amended from time to time.
"Chairman of the Board" means the person elected to the office of chairman
of the board to perform the duties described in Section 6.07 hereof, if such
office is filled.
"Chief Executive Officer" means the Chairman of the Board (if the office of
chairman of the board is filled) or, in his absence or inability or refusal to
act, the President.
"Corporation" means Physician Reliance Network, Inc..
"Director" means each person serving on the Board of Directors.
"President" means the person elected to the office of president to perform
the duties described in Section 6.08 hereof.
"Secretary" means the person elected to the office of secretary to perform
the duties described in Section 6.10 hereof.
"Senior Officers" means the Chairman of the Board (if the office of
chairman of the board is filled) and the President.
"Shareholder" or "holder of shares" means the person in whose name shares
of stock issued by the Corporation are registered at the relevant time in the
share transfer records maintained by the Corporation.
"Treasurer" means the person elected to the office of treasurer to perform
the duties described in Section 6.11 hereof, if such office is filled.
"Vice President" means a person elected to the office of vice president to
perform the duties described in Section 6.09 hereof, if such office is filled,
and "Vice Presidents" means all the persons elected to the office of vice
president to perform the duties described in Section 6.09 hereof, if such office
is filled.
ARTICLE 2
OFFICES
2.1 Principal and Other Offices. The principal office of the Corporation
---------------------------
shall be at such location, within or without the State of Texas, as the Board of
Directors may from time to time designate. If no location is so designated, the
Corporation's principal office shall be the same as its registered office. The
Corporation may have such other offices, within or without the State of Texas,
as the Board of Directors may designate or as the business of the Corporation
may require from time to time.
2.2 Registered Office and Agent. The Corporation shall have and
---------------------------
continuously maintain in the State of Texas:
(a) a registered office which may be, but need not be, the same as its
principal place of business; and
(b) a registered agent who has a business office identical to such
registered office and who is an individual resident of the State of Texas,
a Texas corporation, or a foreign corporation authorized to transact
business in the State of Texas.
2.3 Initial Registered Office and Agent. The address of the initial
-----------------------------------
registered office and the name of the initial registered agent are as set forth
in the Articles of Incorporation.
ARTICLE 3
SHAREHOLDERS
3.1 Annual Meetings. The annual meeting of the Shareholders shall be held
---------------
during the fifth month following the close of each fiscal year of the
Corporation on such day and at such time as the notice of the meeting shall
provide. At such meeting, the Shareholders shall elect the Directors to serve
for the ensuing year, and transact any other business as may lawfully come
before the meeting. In the event that such annual meeting is not held within
such month, the Board of Directors shall prescribe the date and time for the
annual meeting to be held as soon thereafter as practicable, and any business
transacted or elections held at such meeting shall be valid as if transacted or
held during such month.
3.2 Special Meetings. Special meetings of the Shareholders, for any
----------------
purpose or purposes, unless otherwise prescribed by statute, may be called by a
Senior Officer or by the Board of Directors and shall be called by the President
at the request of the holders of thirty percent (30%) of all the issued and
outstanding shares of stock entitled to vote at the proposed meeting. Any person
or persons entitled to call a special meeting of Shareholders may do so only by
written request sent by registered or certified mail or delivered in person to a
Senior Officer or the Secretary. The officer receiving the written request shall
cause proper notice ot'
2
the meeting to be promptly given in the manner hereinafter provided to all
Shareholders entitled to vote at the meeting. Nothing contained in this Section
3.02 shall be construed as limiting, fixing, or affecting the time or date when
a meeting of Shareholders called by action of the Board of Directors may be
held. Business transacted at a special meeting shall be confined to the purposes
stated in the notice of the meeting.
3.3 Place of Meetings. Annual meetings of the Shareholders and special
-----------------
meetings of the Shareholders called by the Board of Directors shall be held at
the principal office of the Corporation or at such place within or without the
State of Texas as shall be designated by the Board of Directors in the notice of
the meeting. Special meetings of the Shareholders which are called by persons
other than the Board of Directors shall be held at the principal office of the
Corporation or at such place, within or without the State of Texas, as is
designated as the place for the holding of such meeting in a waiver of notice
signed by all Shareholders entitled to vote at the meeting.
3.4 Notice of Meetings. Written or printed notice stating the place, day,
------------------
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) days (except as otherwise provided by law) nor more than sixty (60) days
before the date of the meeting, personally, by mail addressed to the Shareholder
at his address as it appears on the share transfer records of the Corporation
with postage thereon prepaid, or by telegram by or at the direction of a Senior
Officer, the Secretary, or the officer or person calling the meeting, to each
Shareholder entitled to vote at such meeting. Notice need not be given to a
Shareholder if (i) notice of two consecutive annual meetings and all notices of
any meetings held during the period between those annual meetings, or (ii) all
(but in no event less than two) payments of distributions or interest on
securities of the Corporation during a twelve--month period have been mailed by
first-class mail to that Shareholder, addressed at that Shareholder's address as
shown on the share transfer records of the Corporation, and have been returned
undeliverable. Any action or meeting taken or held without notice to such
Shareholder shall have tile same force and effect as if the notice had been duly
given end, if the action taken by the Corporation is reflected in any articles
or document filed with the Secretary of State, those articles or that document
may state that notice was duly given to all Shareholders to whom notice was
required to be given. If such Shareholder delivers to the Corporation a written
notice setting forth such Shareholder's then current address, the requirement
that notice be given to that Shareholder shall be reinstated.
3.5 Closing of Share Transfer Records or Fixing of Record Date for Matters
----------------------------------------------------------------------
Other Than Consents to Action. For the purpose of determining Shareholders
- -----------------------------
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of Shareholders for any other proper purpose (other than
determining the Shareholders entitled to consent to action by the Shareholders
proposed to be taken without a meeting of the Shareholders), the Board of
Directors may provide that the share transfer records shall be closed for a
stated period, but not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining Shareholders
entitled
3
to notice of or to vote at a meeting of Shareholders, such records shall be
closed for at least ten (10) days immediately preceding such meeting. In lieu of
closing the share transfer records, the Board of Directors may fix in advance a
date as the record date for any such determination of Shareholders, such date in
any case to be not more than sixty (60) days and, in the case of a meeting of
Shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of Shareholders is to be taken.
If not otherwise stated in or fixed in accordance with these Bylaws, the record
date for determining Shareholders entitled to call a special meeting is the date
the first Shareholder signs the notice of that meeting. If the share transfer
records are not closed and no record date is fixed for the determination of
Shareholders entitled to notice of or to vote at a meeting of Shareholders, or
Shareholders entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of Shareholders. When a determination of
Shareholders has been made as provided in this Section 3.05, such determination
shall apply to any adjournment thereof except where the determination has been
made through the closing of the share transfer records and the stated period of
closing has expired.
3.6 Fixing Record Dates For Consents to Action. Unless a record date shall
------------------------------------------
have previously been fixed or determined pursuant to Section 3.05 of these
Bylaws, whenever action by the Shareholders is proposed to be taken by consent
in writing without a meeting of the Shareholders, the Board of Directors may fix
a record date for the purpose of determining the Shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by the Act, the record date for determining the Shareholders
entitled to consent to action in writing without a meeting shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office, registered agent, principal place of business (addressed to
the President or the principal executive officer of the Corporation), transfer
agent, registrar, exchange agent, or an officer or agent of the Corporation
having custody of the books in which proceedings of meetings of the Shareholders
are recorded. Delivery shall be by hand or by certified or registered mail,
return receipt requested. If no record date shall have been fixed by the Board
of Directors and prior action of the Board of Directors is required by the Act,
the record date for determining the Shareholders entitled to consent to action
in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts a resolution taking such prior action.
3.7 Voting Lists. At least ten (10) days before each meeting of
Shareholders, the officer or agent having charge of the share transfer records
for shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office or principal place of business of the
Corporation and shall be subject to
4
inspection by any Shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any Shareholder during the whole time of
the meeting. The original share transfer records shall be prima facie evidence
as to who are the Shareholders entitled to examine such list or share transfer
records or to vote at any meeting of Shareholders.
3.8 Quorum. With respect to any matter, a quorum shall be present at a
------
meeting of the Shareholders if the holders of a majority of the issued and
outstanding shares of the Corporation entitled to vote on that matter are
represented at the meeting in person or by proxy. Once a quorum is present at a
meeting of the Shareholders, the Shareholders represented in person or by proxy
at the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned, and the subsequent withdrawal from the meeting of
any Shareholder or the refusal of any Shareholder represented in person or by
proxy to vote shall not affect the presence of a quorum at the meeting. The
Shareholders represented in person or by proxy at a meeting of the Shareholders
at which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at the meeting. At such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally noticed.
3.9 Voting of Shares. Each outstanding share entitled to vote shall be
----------------
entitled to one vote upon each matter submitted to a vote at a meeting of
Shareholders, except to the extent that voting rights of the shares of any class
or classes are limited or denied by the Articles of Incorporation. Any vote may
be taken by voice or by show of hands unless someone entitled to vote objects,
in which case written ballots shall be used.
3.10 Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe,
or, in the absence of such provision, as the board of directors of such
corporation may determine.
(b) Shares held by an administrator, executor, guardian or conservator may
be voted by him so long as such shares forming a part of an estate are in the
possession and forming a part of the estate being served by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name as trustee.
(c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
5
(d) A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Treasury shares, shares of its own stock owned by another corporation
the majority of the voting stock of which is owned or controlled by the
Corporation, and shares of its own stock held by the Corporation in a fiduciary
capacity 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.
(f) Shares standing in the name of more than one person may be voted by
any of such persons unless the Corporation has been given written instructions
to the contrary or unless any other of such persons also attempts to vote such
shares.
3.11 Proxies. At all meetings of the Shareholders, a Shareholder may vote
-------
by proxy executed in writing by the Shareholder. A telegram, telex, cablegram,
or similar transmission by a Shareholder, or a photographic, photostatic,
facsimile, or similar reproduction of a writing executed by a Shareholder, shall
be treated as an execution in writing for purposes of this Section 3.11. Such
proxy shall be filed with the Secretary before or at the beginning of the
meeting, and the chairman of the meeting, as designated by these Bylaws, shall
determine the validity of any such proxy or shall appoint an inspector or
inspectors -to do so. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy. A proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest.
3.12 Voting by Shareholders. Except as otherwise expressly provided in
----------------------
these Bylaws or in the Articles of Incorporation, the affirmative vote of the
holders of a majority of the shares entitled to vote on a matter and represented
in person or by proxy at a meeting of the Shareholders at which a quorum is
present shall be the act of the Shareholders.
3.13 Voting for Directors. Unless otherwise required by the Act, a director
--------------------
shall be elected only if the director either (i) receives the vote of the
holders of a majority of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of shareholders at which a quorum
is present or (ii) is elected by written consent of the holders of a majority of
the shares entitled to vote in the election of directors.
3.14 Vote for Certain Matters. With respect to any matter for which the
------------------------
affirmative vote of the holders of a specified portion of the shares entitled to
vote is required by the Act, the affirmative vote of the holders of a majority
of the shares entitled to vote on such matter rather than the affirmative vote
otherwise required by the Act shall be the act of the Shareholders.
3.15 Conduct of Meetings. Meetings of the Shareholders shall be presided
-------------------
over by the Chief Executive Officer, or, in his absence, inability or refusal to
act, by a chairman designated by the Board of Directors or designated by the
President if the Board of Directors fails to designate a chairman in the absence
of the President. The Secretary or, in his absence,
6
inability, or refusal to act, an assistant secretary or, if no such officer is
present, a person designated by the chairman of the meeting, shall act as
secretary of the meeting. The chairman of the meeting shall appoint the
inspectors, if any, of the election. Those persons entitled to attend any
meeting of the Shareholders may be limited by the chairman of the meeting to
only Shareholders, those persons holding valid proxies, and those invited by the
chairman of the meeting to attend the meeting.
3.16 Order of Business. The order of business at all annual and special
-----------------
meetings of the Shareholders, so far as practicable, shall be as follows unless
changed by the Board of Directors:
(a) Call to order.
(b) Presentation of proof of due notice of the meeting (or waiver
thereof).
(c) Roll call.
(d) Presentation and examination of all proxies.
(e) Announcement of a quorum.
(f) Appointment (if any) of inspectors of election.
(g) Reading (or waiver thereof) and approval of the minutes of the
previous meeting.
(h) Announcements.
(i) Reports of officers and committees.
(j) Unfinished business.
(k) Nomination of Directors.
(1) Election of Directors.
(m) Other new business.
(n) Adjournment.
ARTICLE 4
BOARD OF DIRECTORS
4.1 General Powers. The powers of the Corporation shall be exercised by or
--------------
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of the Board of Directors, subject to limitations
imposed by law, the Articles of Incorporation, or these Bylaws as to action that
requires authorization or approval by the Shareholders.
7
4.2 Number; Qualifications; Election; Term. The Board of Directors shall
--------------------------------------
consist of four (4) Directors until otherwise changed pursuant to these Bylaws.
Directors need not be residents of any particular state or Shareholders. At each
annual meeting of the Shareholders, the Shareholders shall elect Directors to
hold office until the next annual meeting. Each Director shall hold office until
his successor shall be duly elected and shall qualify or until his death,
resignation or removal from office in the manner hereinafter provided.
4.3 Change in Number. The number of Directors may be increased or
----------------
decreased from time to time by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent Director.
The election of a lesser number of Directors than the number last fixed by
resolution of the Board of Directors shall be deemed to decrease automatically
the number of Directors to the number elected. Any directorship to be filled by
reason of an increase in the number of Directors may be filled at a meeting of
the Board of Directors by the affirmative vote of the Board of Directors for a
term of office continuing only until the next election of Directors by the
Shareholders (provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of Shareholders) or by the Shareholders at an annual or special meeting
called for that purpose. Failure of the Shareholders and the Board of Directors
to fill a vacancy or vacancies by the first meeting, special or annual, of the
Shareholders after the occurrence of such vacancy or vacancies shall reduce
automatically the number of Directors by the number of vacancies not filled.
4.4 Removal. At any meeting of Shareholders called expressly for that
-------
purpose, the entire Board of Directors, or any individual Director, may be
removed from office, with or without cause and without notice or hearing, by the
vote of the Shareholders holding a majority of the issued and outstanding shares
entitled to vote at an election of Directors. In the event the entire Board of
Directors or any one or more Directors are removed, new Directors may be elected
at the same meeting of the Shareholders for the unexpired term of the Director
or Directors so removed. Unless the Shareholders provide otherwise, failure to
elect Directors to fill the unexpired term of the Director or Directors so
removed shall be deemed to reduce automatically the number of directorships by
the number of Directors so removed and for whom new Directors are not elected.
4.5 Resignation. Any Director may resign at any time by giving written
-----------
notice to the Board of Directors or to a Senior Officer or to the Secretary.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof and acceptance of the resignation shall not be necessary to make
it effective.
4.6 Vacancies. Any vacancy occurring in the Board of Directors may be
---------
filled at any subsequent meeting of the Board of Directors following the
occurrence of the vacancy by the affirmative vote of a majority of the remaining
Directors though less than a quorum, or by the Shareholders at an annual or
special meeting of the Shareholders called for that purpose. A Director
appointed or elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office.
8
4.7 Annual Meetings.. The annual meeting of the Board of Directors shall
---------------
be held at the same place as and immediately following the adjournment of the
annual meeting of the Shareholders. No notice shall be required of the annual
meeting. At such meeting, the Board of Directors shall elect the officers of the
Corporation and may transact any other business as may lawfully come before the
meeting.
4.8 Regular Meetings. The Board of Directors may provide by resolution the
----------------
time and place for the holding of additional regular meetings without other
notice than that provided by the adoption of such resolution.
4.9 Special Meetings. Special meetings of the Board of Directors may be
----------------
called by or at the request of a Senior Officer or a majority of the Directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meetings of the Board of
Directors called by them.
4.10 Place of Meetings. Meetings of the Board of Directors, annual, regular
-----------------
or special, may be held within or without the State of Texas.
4.11 Notice of Meetings. Annual and regular meetings of the Board of
------------------
Directors may be held without notice as provided in these Bylaws. Notice of any
special meeting of the Board of Directors shall be given no less than three (3)
days prior to the meeting by written notice delivered personally or mailed to
each Director at his business or residence address, or by telegram. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except when a Director attends a meeting for the express purpose
of objecting 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 meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
4.12 Quorum. A majority of the number of Directors fixed in accordance with
------
these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the Directors present may adjourn the meeting from time
to time without notice, other than announcement at the meeting, until a quorum
is present.
4.13 Manner of Acting. The act of the majority of the Directors present at
----------------
a meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by law or by the
Articles of Incorporation or by these Bylaws. Any reference in these Bylaws to
any action taken by the Board of Directors shall mean the act of the majority of
the Directors present at a meeting at which a quorum is present unless otherwise
expressly provided.
4.14 Order of Business. The suggested order of business at meetings of the
-----------------
Board of Directors shall be as follows:
(a) Call to order.
9
(b) Presentation of proof of due notice of the meeting, if required
by these Bylaws (or waiver thereof).
(c) Announcement of a quorum.
(d) Reading (or waiver thereof) and approval of minutes of previous
meeting.
(e) Announcements.
(f) Reports of officers.
(g) Reports of committees.
(h) Unfinished business.
(i) New business (including, if applicable, election of officers and
declaration of dividends).
(j) Adjournment.
4.15 Compensation. By resolution of the Board of Directors, each Director
------------
may be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid or provided such compensation as set by the Board of
Directors, including without limitation a fixed sum for attendance at each
meeting of the Board of Directors, a stated salary as Director, or stock or
options to purchase stock of the Corporation. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of executive, special or standing committees may,
by resolution of the Board of Directors, be allowed compensation as set by the
Board of Directors for attending committee meetings.
4.16 Presumption of Assent. A Director who is present at a meeting of the
---------------------
Board of Directors at which action on. any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
4.17 Loans. The Board of Directors shall have the following power with
-----
respect to the lending of funds:
(a) Generally. To lend money in furtherance of any of the purposes of
---------
the Corporation; to invest the funds of the Corporation from time to time;
and to take and hold any property as security for the payment of funds so
loaned or invested.
10
(b) Employees. To lend money to, and otherwise assist, its employees,
---------
officers and Directors if such a loan or assistance may be expected to
benefit, directly or indirectly, the Corporation.
4.18 Interested Directors. Officers and Security Holders. No contract or
---------------------------------------------------
transaction between the Corporation and one or more of its Directors, officers,
or security holders, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors, officers, or security holders are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, solely
because the Director, officer, or security holder is present at or participates
in the meeting of the Board of Directors, a committee thereof, or Shareholders
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
(a) the material facts as to his 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 authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or
(b) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the Shareholders; or
(c) 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 Shareholders.
Interested Directors shall be counted in determining the presence of a quorum at
a meeting of the Board of Directors, a committee thereof, or Shareholders which
authorizes the contract or transaction.
ARTICLE 5
COMMITTEES
5.1 Committees. The Board of Directors, by resolution adopted by a
----------
majority of the full Board of Directors, may designate from among its members
one or more committees, each of which shall be comprised of one or more of its
members, and may designate one or more of its members as alternate members of
any committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors in the
business and affairs of the Corporation, except that no committee shall have the
authority of the Board of Directors with respect to the following:
(a) amending the Articles of Incorporation;
11
(b) proposing a reduction of the stated capital of the Corporation;
(c) approving a plan of merger or share exchange of the Corporation;
(d) recommending to the Shareholders the sale, lease or exchange of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business;
(e)) recommending to the Shareholders a voluntary dissolution of the
Corporation or the revocation thereof;
(f) amending, altering, or repealing these Bylaws or adopting new
bylaws of the Corporation;
(g) filling vacancies in the Board of Directors;
(h) filling vacancies in or designating alternate members of any
committee of the Board of Directors;
(i) filling any directorship to be filled by reason of an increase in
the number of Directors;
(j) electing or removing officers or members or alternate members of
any such committee;
(k) fixing the compensation of any member or alternate member of such
committee; or
(1) altering or repealing any resolution of the Board of Directors
which by its terms provides that it shall not be so amendable or
repealable.
Unless the resolution designating a particular committee, the Articles of
Incorporation or these Bylaws expressly so provide, no committee of the Board of
Directors shall have the authority to authorize a distribution or to authorize
the issuance of shares of the Corporation. The designation of a committee of the
Board of Directors and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law.
5.2 Term of Office; Removal; Resignation. Each member of a committee shall
------------------------------------
serve at the pleasure of the Board of Directors and may be removed, with or
without cause and without notice or hearing, by the Board of Directors whenever
in its judgment the best interest of the Corporation will be served thereby. Any
member of a committee may resign at any time by giving written notice to the
Board of Directors and such resignation shall take effect upon receipt thereof,
unless otherwise specified therein, and acceptance of such resignation shall not
be necessary to make it effective. In the event a committee member ceases to be
a Director for any reason whatsoever, his membership on the committee shall
immediately terminate.
12
5.3 Change in Number. The number of committee members may be increased or
----------------
decreased from time to time by resolution adopted by a majority of the full
Board of Directors.
5.4 Vacancies. Vacancies in the membership of any committee may be filled
---------
by appointment of the Board of Directors in the manner provided for the original
designation in Section 5.01.
5.5 Chairman. One member of each committee shall be appointed chairman of
--------
such committee by the Board of Directors.
5.6 Meetings. The time, place, and notice (if any) of committee meetings
--------
shall be determined by each committee.
5.7 Quorum.
------
Unless otherwise provided in the resolution of the Board of- Directors
designating a committee, a majority of the full committee shall constitute a
quorum, and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee. If a quorum is not present
at a meeting of a committee, the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present.
5.8 Rules; Procedure. Each committee may adopt rules for its own
----------------
government not inconsistent with the law, these Bylaws, or with rules adopted
for such committee by the Board of Directors. Each committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
ARTICLE 6
OFFICERS
6.1 Number. The officers of the Corporation shall be a president and a
------
secretary, each of whom shall be elected by the Board of Directors. The Board of
Directors may elect or appoint, at its option, a chairman of the board, one or
more vice presidents (the number thereof to be determined by the Board of
Directors), a treasurer, and such other officers and assistant officers as may
be deemed necessary. Any two (2) or more offices may be held by the same person.
6.2 Authority. All officers and agents of the Corporation shall have full
---------
authority to perform such duties in the management of the Corporation as may be
provided in these Bylaws, or as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws.
6.3 Election and Term of Office. The officers shall be elected by the
---------------------------
Board of Directors at the annual meeting of the Board of Directors. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as is convenient. Each officer shall hold office until
his successor shall have been duly elected and shall have
13
qualified or until his death or until his resignation or his removal from office
in the manner hereinafter provided.
6.4 Removal. Any officer or agent elected or appointed by the Board of
-------
Directors may be removed, with or without cause and without notice or hearing,
by the vote of the Board of Directors whenever in its judgment the best interest
of the Corporation will be served thereby. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer shall not of itself create any contractual rights.
Written notice of the removal of an officer or agent shall be delivered
personally or by certified mail directly to such officer's or agent's last known
address.
6.5 Resignation. Any officer may resign at any time by giving oral or
-----------
written notice to the Board of Directors or to a Senior Officer or to the
Secretary. Unless otherwise specified in the notice, the resignation shall take
effect upon receipt thereof and acceptance of such resignation shall not be
necessary to make it effective.
6.6 Vacancies. A vacancy in any office because of death, resignation,
---------
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
6.7 Chairman of the Board. The Chairman of the Board, if one is elected by
---------------------
the Board of Directors, shall be the chief executive officer of the Corporation,
shall preside at all meetings of the Shareholders and of the Board of Directors
and at all meetings of committees for which no other chairman has been
designated by the Board of Directors, shall have general control of the business
and affairs of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect, and shall perform such other duties
and have such other authority and powers as the Board of Directors may from time
to time prescribe.
6.8 President. Subject to such supervisory powers, if any, as may be given
---------
by the Board of Directors to the Chairman of the Board, the President shall have
general and active management and control of the business and affairs of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or the Bylaws. If no Chairman of the Board has been
elected, the President shall be the chief executive officer. Within this
authority and in the course of his duties, the President shall:
(a) have all the powers and functions of the Chairman of the Board
during his absence, disability, or refusal to act, or in the absence of the
establishment of such an office by the Board of Directors;
(b) sign all certificates of shares of the Corporation, in
conjunction with the Secretary or assistant secretary, unless otherwise
ordered by the Board of Directors;
(c) have all the powers and functions of the Treasurer in the absence
of the establishment of such an office by the Board of Directors;
(d) when authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds, conveyances, notices,
leases, checks, drafts,
14
bills of exchange, warrants, promissory notes, bonds, debentures,
contracts, and other papers and instruments in writing and, unless the
Board of Directors shall order otherwise by resolution, make such contracts
as the ordinary conduct of the Corporation's business may require;
(e) appoint and remove, employ and discharge, and prescribe the
duties and fix the compensation of all agents, employees, and clerks of the
Corporation other than the duly appointed officers, subject to the approval
of the Board of Directors, and supervise, subject to the direction of the
Board of Directors, all of the officers, agents, and employees of the
Corporation; and
(f) unless otherwise directed by the Board of Directors, attend all
meetings of the shareholders of any corporation in which the Corporation
holds stock, and act and vote on behalf of the Corporation at those
meetings, either in person or by substitute appointed by the President.
6.9 Vice Presidents. In the absence of the President or in the event of
---------------
his death, inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election), if one (or more) is elected 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. Any Vice President may sign, with the Secretary or an assistant
secretary, certificates for shares of the Corporation. Any Vice President shall
perform such other duties as from time to time may be assigned to him by a
Senior Officer or by the Board of Directors.
6.10 Secretary. The Secretary shall:
---------
(a) keep at the principal office of the Corporation, or such other
place as the Board of Directors may order, the minutes of the meetings of
the Shareholders, the Board of Directors, and the committees of the
Corporation in one or more books provided for that purpose;
(b) attest and keep at the principal office of the Corporation the
original or a copy of these Bylaws as amended or otherwise altered to date;
(c) keep the original or a copy of the Articles of Incorporation
certified by the Secretary of State of Texas, with all amendments thereof
to date in the minute book of the Corporation;
(d) assure that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(e) be custodian of the corporate records and of the seal of the
Corporation and assure that the seal of the Corporation is affixed to all
documents -the execution of which on behalf of the Corporation under its
seal is duly authorized;
15
(f) keep at the principal office of the Corporation a share register
or duplicate share register showing the names of the Shareholders and their
addresses (which shall be furnished to the Secretary by each Shareholder);
(g) sign with the President, or a Vice President, certificates for
shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors;
(h) have general charge of the stock transfer books of the
Corporation;
(i) perform any and all other duties described in these Bylaws;
(j) be responsible for assuring compliance with applicable law
regarding the preparation and furnishing of documentation concerning
restrictions on transferability of the Corporation's shares;
(k) assure that the books, reports, statements, certificates and all
other documents and records required by law are properly kept and filed;
and
(1) in general perform all duties as from time to time may be
assigned to him by a Senior Officer or by the Board of Directors.
6.11 Treasurer. The Treasurer, if one is elected by the Board of Directors,
---------
shall:
(a) have charge and custody of and be responsible for all funds and
securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
the corporate books;
(c) deposit all money 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;
(d) disburse the funds of the Corporation as may be ordered or
authorized by the Board of Directors and preserve proper vouchers for such
disbursements;
(e) render to the Senior Officers and the Board of Directors at the
regular meetings of the Board of Directors, or whenever any one or more of
the Senior Officers or the Board of Directors requires it, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation;
(f) render a full financial report at the annual meeting of the
Shareholders, if so requested;
(g) be furnished by all officers and agents, at his request, such
reports and statements as he may require as to all financial transactions
of the Corporation; and
16
(h) in general, perform all of the duties as from time to time may be
assigned to him by a Senior Officer or the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
6.12 Assistant Secretaries. The assistant secretaries, when authorized by
---------------------
the Board of Directors, may sign with the President or a Vice President
certificates for shares of the Corporation, the issuance of which shall have
been authorized by a resolution of the Board of Directors. The assistant
secretaries, in general, shall perform such duties as shall be assigned to them
by the Secretary or by a Senior Officer or by the Board of Directors.
6.13 Assistant Treasurers. The assistant treasurers shall, if required by
--------------------
the Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
assistant treasurers, in general, shall perform such duties as shall be assigned
to them by the Treasurer or by a Senior Officer or by the Board of Directors.
6.14 Compensation. The compensation of the officers shall be fixed from
------------
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary because he is also a Director.
6.15 Sureties and Bonds. The Board of Directors may require any officer or
------------------
agent of the Corporation to execute in favor of the Corporation a bond, in such
sum and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation and
including responsibility for negligence and for the accounting for all property,
funds or securities of the Corporation which may come into his hands.
ARTICLE 7
INDEMNIFICATION; INSURANCE
7.1 Indemnification. The Corporation shall indemnify any person who is or
---------------
was a Director, officer, employee, or agent of the Corporation and any person
who serves or served at the Corporation's request as a director, officer,
employee, agent, partner, or trustee of another corporation or of a partnership,
joint venture, trust, or other enterprise to the fullest extent permitted by the
Texas Business Corporation Act, as presently constituted and hereafter amended,
but such indemnification shall not be deemed exclusive of any other rights to
which any Director, officer, employee or agent may be entitled. Any
indemnification of or advance of expenses to any such person shall be reported
in writing to the Shareholders with or before the notice or waiver of notice of
the next meeting of the Shareholders or with or before the next submission to
the Shareholders of a consent to action without a meeting pursuant to Section
9.02 hereof, and, in any case, within the twelve (12) month period immediately
following the date of indemnification or advance.
17
7.2 Insurance. The Corporation may purchase and maintain insurance or
---------
another arrangement on behalf of any person who was or is a Director, officer,
employee or agent of the Corporation or any person who serves or served at the
Corporation's request as a director, officer, employee, agent, partner, or
trustee of another corporation or of a partnership, joint venture, trust, or
other enterprise as permitted by the Texas Business Corporation Act, as
presently constituted and hereafter amended.
ARTICLE 8
ISSUANCE AND TRANSFER OF SHARES
8.1 Certificates for Shares. Certificates in the form determined by the
-----------------------
Board of Directors shall be delivered representing all shares to which
Shareholders are entitled. Certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as issued. Each certificate
shall state on its face the holder's name, the number and class of shares, the
par value of shares or a statement that such shares are without par value, and
such other matters as may be required by law. It shall be signed by the
President or a Vice President and the Secretary or an assistant secretary and
may be sealed with the seal of the Corporation or a facsimile of such signatures
or seal.
8.2 Issuance. Shares (both treasury and authorized but unissued) may be
--------
issued for such consideration (not less than par value) and to such persons as
the Board of Directors may determine from time to time. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.
8.3 Payment for Shares.
(a) The consideration for the issuance of shares shall consist of money
paid, labor done (including services actually performed for the Corporation) or
property (tangible or intangible) actually received. Neither promissory notes
nor the promise of future services shall constitute payment or part payment for
shares.
(b) In the absence of fraud in the transaction, the judgment of the Board
of Directors as to the value of consideration received shall be conclusive.
(c) When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and non--assessable.
(d) The consideration received for shares shall be allocated by the Board
of Directors, in accordance with law, between stated capital and capital surplus
accounts.
8.4 Transfer of Shares. Upon surrender to the Corporation or the transfer
------------------
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto and to cancel the old certificate. Each such
transfer shall be entered on the transfer book of the Corporation which shall be
kept at its principal office. Upon the closing of the stock transfer books or
the fixing of the record date,
18
no transfer shall be made until after the purpose for which the stock transfer
books were closed or the record date fixed has been realized.
8.5 Registered Shareholders. Except as otherwise provided in the Act, the
-----------------------
Corporation may regard the person in whose name the shares issued by the
Corporation are registered in the share transfer records of the Corporation at
any particular time (including, without limitation, as of a record date fixed
pursuant to Section 3.05 or Section 3.06 hereof) as the owner of those shares at
that time for purposes of voting those shares, receiving distributions thereon
or notices in respect thereof, transferring those shares, exercising rights of
dissent with respect to those shares, exercising or waiving any preemptive right
with respect to those shares, entering into any shareholder agreements or voting
trusts or voting agreements with respect to those shares; and neither the
Corporation nor any of its officers, Directors, employees, or agents shall be
liable for regarding that person as the owner of those shares at that time for
those purposes, regardless of whether that person does not possess a certificate
for those shares.
8.6 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
--------------------------------------
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate:
(a) makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken;
(b) requests the issuance of a new certificate before the Corporation
has notice that the certificate has been acquired by a purchaser for value
in good faith and without notice of an adverse claim;
(c) if required by the Corporation, gives a bond in such form, and
with such surety or sureties, with fixed or open penalty, as the
Corporation may direct, to indemnify the Corporation (and its transfer
agent and registrar, if any) against any claim that may be made on account
of the alleged loss, destruction or theft of the certificate; and
(d) satisfies any other reasonable requirements imposed by the
Corporation.
When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of such loss, destruction or taking, and the Corporation
registers a transfer of shares represented by the certificate before receiving
such notification, the holder of record is precluded from making any claim
against the Corporation for the transfer or for a new certificate.
8.7 Registration of Transfer. The Corporation shall register the transfer
------------------------
of a certificate for shares presented to it for transfer if:
(a) the certificate is properly endorsed by the registered owner or
his duly authorized attorney in fact;
19
(b) the signature of such person has been guaranteed by a national
banking association or member of the New York Stock Exchange (unless such
guarantee is waived in writing by the Corporation), and reasonable
assurance is given that such endorsements are effective;
(c) the Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; and
(d) there has been compliance with any applicable law relating to the
collection of taxes.
8.8 Preemptive Rights. Except as expressly provided by contract, no
-----------------
holders of shares of stock of the Corporation shall have any preemptive or other
right to purchase or subscribe for or receive any shares of any class, or series
thereof, of stock of the Corporation, whether now or hereafter authorized, or
any warrants, options, bonds, debentures, or other securities convertible into,
exchangeable for or carrying any right to purchase any shares of any class, or
series thereof of stock. Such additional shares of stock and such warrants,
options, bonds, debentures, or other securities convertible into, exchangeable
for or carrying any right to purchase any shares of any class, or series
thereof, of stock may be issued or disposed of by the Board of Directors to such
persons, and on such terms and for such lawful considerations, as in its
discretion it shall deem advisable or as to which the Corporation shall have by
binding contract agreed.
8.9 Restrictive Legends. Any restriction on preemptive rights of the
-------------------
Shareholders and any restrictions on the transfer, or registration of transfer,
of shares-of stock of the Corporation shall be set forth or referred to on each
certificate representing shares so restricted in the manner hereinafter set
forth. Each certificate representing shares so restricted shall:
(a) conspicuously set forth a full or summary statement of the
restriction on the face of the certificate; or
(b) set forth such statement on the back of the certificate and
conspicuously refer to the same on the front of the certificate; or
(c) conspicuously state on the face or back of the certificate that
such restriction exists pursuant to a specified document and either:
(1) that the Corporation will furnish to the recordholder of the
certificate a copy of the specified document without charge upon
written request to the Secretary at the Corporation's principal
office; or
(2) if such document is one required or permitted to be and has
been filed under the Texas Business Corporation Act, as presently
constituted and hereafter amended, that such specified document is on
file in the office of the Secretary of State of Texas and contains a
full statement of such restriction.
20
ARTICLE 9
TELEPHONE PARTICIPATION IN MEETINGS;
ACTIONS WITHOUT A MEETING
9.1 Telephone Participation in Meetings. The Shareholders, the Directors,
-----------------------------------
or the members of any committee designated by the Board of Directors, may
participate in and hold a meeting of such Shareholders, Board of Directors or
committee by conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear and speak with each
other, and participation in a meeting pursuant to this Section 9.01 shall
constitute presence in person at such meeting, except when a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened. A
meeting held under this Section 9.01 is subject to the same notice and other
requirements to which any other meeting of the Shareholders, the Board of
Directors, or a committee, as the case may be, is subject.
9.2 Action by Directors Without a Meeting. Any action required by law or
-------------------------------------
these Bylaws to be taken at a meeting of the Board of Directors or any committee
of the Board of Directors, or any action which may be taken at a meeting of the
Board of Directors or a committee of the Board of Directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall have been signed by all of the Directors or the members of the committee,
as the case may be. Any such consent shall have the same force and effect as a
unanimous vote at a meeting. The consent may be in more than one counterpart so
long as each Director or member of the committee, as the case may be, signs a
counterpart of the consent.
9.3 Action by Shareholders Without a Meeting. Any action required by the
Act or these Bylaws to be taken at a meeting of the Shareholders, or any action
which may be taken at any meeting of the Shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall have been signed by the holder
or holders of shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted. Every written consent
shall bear the date of signature of each Shareholder who signs the consent. No
written consent shall be effective to take the action that is the subject of the
consent unless within sixty (60) days after the date of the earliest dated
consent delivered to the Corporation a consent or consent signed by the holder
or holders of shares not having less than the minimum number of votes that would
be necessary to take the action that is the subject of the consent are delivered
by hand or certified registered mail, return receipt requested, to the
Corporation, by delivery to its registered office, registered agent, principal
place of business (addressed to the President or principal executive officer of
the Corporation), transfer agent, registrar, exchange agent, or an officer or
agent of the Corporation having custody of the books in which proceedings of
meetings of the Shareholders are recorded. A telegram, telex, cablegram, or
similar transmission by a Shareholder, or a photographic, photostatic,
facsimile, or similar reproduction of a writing signed by a Shareholder shall be
regarded as signed by a Shareholder for purposes of this Section 9.03. Prompt
notice of the taking of any action by the
21
Shareholders without a meeting by less than unanimous written consent shall be
given to those Shareholders who did not consent in writing to the action.
ARTICLE 10
CORPORATE RECORDS
10.1 Minute Book. The Corporation shall keep at the principal office, or
-----------
such other place as the Board of Directors may order, a minute book containing:
(a) the Articles of Incorporation;
(b) the Bylaws;
(c) any statements of change of address of registered office or
registered agent;
(d) all of the minutes of all meetings of the Shareholders, the
Board of Directors, and the committees of the Board of Directors; and
(e) all of the signed consents of the Shareholders, the Board of
Directors, and the committees of the Board of Directors.
All minutes and consents shall be placed in such minute book, or, if a number of
counterparts of any such consents are signed by the Directors, the Shareholders,
or the members of the committee, as the case may be, one full copy of the
consents and the signature pages for the other counterparts shall be placed in
the minute book. All references in these Bylaws to meetings of the Board of
Directors, the Shareholders, or the committees of the Corporation shall also
refer to actions taken by consent, and all references in these Bylaws to minutes
of meetings shall also refer to signed, written consents.
10.2 Books of Account. The Corporation shall keep correct and complete
----------------
books and records of account of its properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus, and shares.
10.3 Share Transfer Records. The Corporation shall keep at its registered
----------------------
office or principal place of business, or at the office of its transfer agent or
registrar, a record of the original issuance of shares issued by the Corporation
and a record of each transfer of those shares that have been presented to the
Corporation for registration of transfer. Such records shall contain the names
and addresses of all past and current Share-- holders of the Corporation, the
number and classes of shares issued by the Corporation held by each of them, the
number and date of certificates issued for shares, and the number and date of
cancellation of every certificate surrendered for cancellation.
10.4 Form of Records.
---------------
Any books, records, minutes and share transfer records of the Corporation
may be in written form or may be kept in any other form capable of being
converted or reproduced into
22
clearly legible written form within a reasonable time, including without
limitation on an information storage device such as electronic data processing
equipment.
ARTICLE 11
GENERAL PROVISIONS
11.1 Fiscal Year. The fiscal year of the Corporation shall be established
-----------
by resolution of the Board of Directors and may be changed by resolution of the
Board of Directors.
11.2 Checks, Drafts, etc. 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 from time to time be determined by
resolutions of the Board of Directors, which resolutions may be adopted on forms
prescribed and/or provided by depositories.
11.3 Distributions and Share Dividends. The Board of Directors may from
---------------------------------
time to time authorize, and the Corporation may make or pay, distributions or
share dividends in such amounts and in a manner and upon terms and conditions
consonant with applicable law and the Articles of Incorporation.
11.4 Amendment of Bylaws. These Bylaws may be altered, amended or repealed
-------------------
and new bylaws adopted exclusively by the Board of Directors at any meeting of
the Board of Directors at which a quorum is present, by the affirmative vote of
the Board of Directors.
11.5 Seal. The Board of Directors shall, by appropriate resolution,
----
designate a corporate seal which shall be circular in form and have inscribed
thereon the name of the Corporation and either the state of incorporation or the
city of its principal office. The seal may be used by impressing it or
reproducing a facsimile of it or otherwise. The seal of the Corporation is not
required for the effectiveness of any conveyance, agreement, instrument or
certificate.
11.6 Notices; Waiver of Notices. Notices delivered personally shall be
--------------------------
deemed to be delivered upon actual receipt. Mailed notices shall be deemed to be
delivered when deposited in the United States mail, with postage thereon
prepaid. Notices given by telegram shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Whenever any notice is required
to be given to any Shareholder or Director, a waiver thereof in writing signed
by the Shareholder or the Director entitled to such notice, whether before or
after the time stated therein, shall be equivalent to the giving of such notice
to such Shareholder or Director.
11.7 Construction. Whenever the context so requires, the masculine shall
------------
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these Bylaws shall be invalid or inoperative,
then, so far as reasonable and possible (a) the remainder of these Bylaws shall
be considered valid and operative, and (b) effect shall be given to the intent
manifested by the portion held invalid or inoperative.
23
11.8 Table of Contents; Headings. The table of contents and headings are
---------------------------
for organization, convenience and clarity. In interpreting these Bylaws, they
shall be subordinated in importance to the other written material.
The foregoing are the amended and restated Bylaws of Physician Reliance
Network, Inc., which were originally adopted by resolution of the Board of
Directors on July 1, 1993, and which were amended by resolutions of the Board of
Directors adopted by unanimous consents dated August 19, 1993, October 6, 1993,
and November 18, 1993.
________________________________________
Merrick H. Reese, President
ATTEST:
____________________________________
Charles S. White, III, Secretary
24