EXHIBIT 3.29(b)
BYLAWS
OF
RMCC CANCER CENTER, INC.
(A Delaware Corporation)
ARTICLE 1
OFFICES
Section 1.01. Offices. The Corporation may have offices at such places
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both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.01. Place of Meeting. Meetings of the stockholders shall be
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held at such place, within the State of Delaware or elsewhere, as may be fixed
from time to time by the Board of Directors. If no place is so fixed for a
meeting, it shall be held at the Corporation's then principal executive office.
Section 2.02. Annual Meeting. The annual meeting of stockholders shall be
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held, unless the Board of Directors shall fix some other hour or date therefor,
at 11:00 o'clock A.M. on the third Monday of April in each year, if not a legal
holiday under the laws of Delaware, and, if a legal holiday, then on the next
succeeding secular day not a legal holiday under the laws of Delaware, at which
the stockholders shall elect by plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Section 2.03. Notice of Annual Meetings. Written notice of the annual
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meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than 10 days nor more than
60 days before the date of the meeting.
Section 2.04. List of Stockholders. The officer who has charge of the
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stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be so specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 2.05. Special Meetings. Special meetings of the stockholders, for
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any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.06. Notice of Special Meetings. Written notice of a special
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meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 days nor more than 60 days
before the date of the meeting.
Section 2.07. Quorum; Voting. The holders of a majority of the stock
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issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting. When a quorum is present at any meeting,
except for elections of directors, which shall be decided by plurality vote, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute
or of the Certificate of Incorporation, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. Unless otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of stockholders be entitled to one vote in
person or by proxy for each share of the capital stock having voting power held
by such stockholder, but no shares shall be voted pursuant to a proxy more than
three years after the date of the proxy unless the proxy provides for a longer
period.
Section 2.08. Action Without a Meeting. Unless otherwise restricted by
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the Certificate of Incorporation, any action required or permitted to be taken
at any annual or special meeting of stockholders 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 be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the State, its principal place of business,
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to
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therein unless, within sixty days after the earliest dated consent delivered in
the manner required by this Section to the corporation, written consents signed
by a sufficient number of stockholders to take action are delivered in the
manner required by this Section to the Corporation. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE 3
DIRECTORS
Section 3.01. Number and Term of Office. The number of directors of the
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Corporation shall be such number as shall be designated from time to time by
resolution of the stockholders and initially shall be four. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 3.02 hereof. Each director elected shall hold office for a term of one
year and shall serve until his successor is elected and qualified or until his
earlier death, resignation or removal. Directors need not be stockholders.
Section 3.02. Vacancies. Vacancies and newly created directorships
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resulting from any increase in the authorized number of directors may be filled
only by the stockholders, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. In particular, if at any time the directors
reach a deadlock on any decision, the stockholders shall have the right at such
time to increase the number of directors as provided in Section 3.01 and elect a
new director to fill the vacancy created for purposes of breaking the deadlock.
Section 3.03. Resignations. Any director may resign at any time by giving
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written notice to the Board of Directors, the Chairman of the Board, if there is
one, the President, or the Secretary. Such resignation shall take effect at the
time of receipt thereof or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.04. Direction of, Management. The business of the Corporation
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shall be managed under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
Section 3.05. Place of Meetings. The Board of Directors of the
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Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 3.06. Annual Meeting. Immediately after each annual election of
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directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held or, if notice of such meeting is given, at
the place specified in such notice. Notice of such meeting need not be given. In
the absence of a quorum at said meeting, the same may be held at any other time
and place which shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by the directors, if any, not attending and participating
in the meeting.
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Section 3.07. Regular Meetings. Regular meetings of the Board of
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Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.
Section 3.08. Special Meetings. Special meetings of the Board of
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Directors may be called by the Chairman of the Board, if there is one, or the
President on 2 days' notice to each director; either personally (including
telephone), or in the manner specified in Section 4.01; special meetings shall
be called by the Chairman of the Board, if there is one, or the President or the
Secretary in like manner and on like notice on the written request of two
directors.
Section 3.09. Quorum; Voting. At all meetings of the Board, a majority of
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the directors shall constitute a quorum for the transaction of business; and at
all meetings of any committee of the Board, a majority of the members of such
committee shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at any meeting of the Board of Directors or
any committee thereof at which there is a quorum present shall be the act of the
Board of Directors or such committee, as the case may be, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors or committee thereof, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 3.10. Action Without a Meeting. Any action required or permitted
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to be taken at any meeting of the Board of Directors or of 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.
Section 3.11. Participation in Meetings. One or more directors may
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participate in any meeting of the Board or committee thereof by means of
conference telephone or similar communications equipment by which all persons
participating can hear each other.
Section 3.12. Committees of Directors. The Board of Directors may, by
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resolution passed by a majority of the whole 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. Any such committee, to the extent provided in the
resolution, shall have and may exercise all of the powers and authority of the
Board of Directors and may authorize the seal of the Corporation to be affixed
to all papers which may require it, but no such committee shall have the power
or authority in reference to amending the Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution providing for
the issuance of shares of stock adopted by the Board of Directors, fix any
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and,
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unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock, or
to adopt a certificate of ownership and merger. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
requested.
Section 3.13. Compensation of Directors. Each director shall be entitled to
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receive such compensation, if any, as may from time to time be fixed by the
Board of Directors. Members of special or standing committees may be allowed
like compensation for attending committee meetings. Directors may also be
reimbursed by the Corporation for all reasonable expenses incurred in traveling
to and from the place of each meeting of the Board or of any such committee or
otherwise incurred in the performance of their duties as directors. No payment
referred to herein shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.
ARTICLE 4
NOTICES
Section 4.01. Notices. Whenever, under the provisions of law or of the
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Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, such requirement shall not be construed to
necessitate personal notice. Such notice may in every instance be effectively
given by depositing a writing in a post office or letter box, in a postpaid,
sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex
or by delivering a writing in a sealed wrapper prepaid to a courier service
guaranteeing delivery within 2 business days, in each case addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation in the case of a stockholder and at his business address (unless he
shall have filed a written request with the Secretary that notices be directed
to a different address) in the case of a director. Such notice shall be deemed
to be given at the time it is so dispatched.
Section 4.02. Waiver of Notice. Whenever, under the provisions of law or of
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the Certificate of Incorporation or of these By-Laws, notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time of the event for which notice is
to be given, shall be deemed equivalent thereto.
Neither the business nor the purpose of any meeting need be specified in
such a waiver.
ARTICLE 5
OFFICERS
Section 5.01. Number. The officers of the Corporation shall be a President,
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a Secretary and a Treasurer, and may also include a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be elected by the Board of Directors.
Any number of offices may be held by the same person.
Section 5.02. Election and Term of Office. The officers of the Corporation
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shall be elected by the Board of Directors. Officers shall hold office at the
pleasure of the Board.
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Section 5.03. Removal. Any officer may be removed at any time by the Board
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of Directors. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.
Section 5.04. Chairman of the Board. The Chairman of the Board, if there is
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one, shall preside at all meetings of the Board of Directors and shall perform
such other duties, if any, as may be specified by the Board from time to time.
Section 5.05. President. The President shall be the chief executive officer
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of the Corporation and shall have overall responsibility for the management of
the business and operations of the Corporation and shall see that all orders and
resolutions of the Board are carried into effect. In the absence of the Chairman
of the Board he shall preside over meetings of the Board of Directors. In
general, he shall perform all duties incident to the office of President, and
such other duties as from time to time may be assigned to him by the Board.
Section 5.06. Vice Presidents. The Vice Presidents shall perform such
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duties and have such authority as may be specified in these By-Laws or by the
Board of Directors or the President. In the absence or disability of the
President, the Vice Presidents, in order of seniority established by the Board
of Directors or the President, shall perform the duties and exercise the powers
of the President.
Section 5.07. Secretary. The Secretary shall attend all meetings of the
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Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President. He shall have custody of the corporate seal of
the Corporation and he, or an Assistant Secretary, shall have authority to affix
the same to any instrument, and when so affixed it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.
Section 5.08. Assistant Secretaries. The Assistant Secretary or Secretaries
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shall, in the absence or disability of the Secretary, perform the duties and
exercise the authority of the Secretary and shall perform such other duties and
have such other authority as the Board of Directors or the President may from
time to time prescribe.
Section 5.09. Treasurer. The Treasurer shall have the custody of the
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corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the President or the Chief Financial Officer, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors when the Board so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
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Section 5.10. Assistant Treasurers. The Assistant Treasurer or Treasurers
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shall, in the absence or disability of the Treasurer, perform the duties and
exercise the authority of the Treasurer and shall perform such other duties and
have such other authority as the Board of Directors may from time to time
prescribe.
ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.01. Indemnification. Any person who was or is a party or is
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threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall be indemnified
by the Corporation against expenses (including attorneys' fees), judgments,
fines, excise taxes and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Delaware law.
Section 6.02. Advances. Any person claiming indemnification within the
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scope of Section 6.01 shall be entitled to advances from the Corporation for
payment of the expenses of defending actions against such person in the manner
and to the full extent permissible under Delaware law.
Section 6.03. Procedure. On the request of any person requesting
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indemnification under Section 6.01, the Board of Directors or a committee
thereof shall determine whether such indemnification is permissible or such
determination shall be made by independent legal counsel if the Board or
committee so directs or if the Board or committee is not empowered by statute to
make such determination.
Section 6.04. Other Rights. The indemnification and advancement of expenses
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provided by this Article 6 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any insurance or other agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person.
Section 6.05. Insurance. The Corporation shall have power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, agent, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these By-laws.
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Section 6.06. Modification. The duties of the Corporation to indemnify and
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to advance expenses to a director or officer provided in this Article 6 shall be
in the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article 6 shall
alter, to the detriment of such director or officer, the right of such person to
the advancement of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.
ARTICLE 7
CERTIFICATES OF STOCK
Section 7.01. Stock Certificates. Every holder of stock in the Corporation
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shall be entitled to have a certificate in the form prescribed by the Board of
Directors signed on behalf of the Corporation by the Chairman of the Board or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
representing the number of shares owned by him in the Corporation. Any or all
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue.
Section 7.02. Lost Certificates. The Board of Directors may direct a new
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certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 7.03. Transfers of Stock. Upon surrender to the Corporation or the
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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, cancel the old certificate and record the
transaction upon its books.
Section 7.04. Fixing Record Date. The Board of Directors of the Corporation
may fix a record date for the purpose of determining the stockholders entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or to consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action. Such record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and such record date shall not be (i) in
the case of such a meeting of stockholders, more than 60 nor less than 10 days
before the date for the meeting of stockholders, or (ii) in the
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case of consents in writing without a meeting, more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, or (iii) in other cases, more than 60 days prior to the payment or
allotment or change, conversion or exchange or other 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 fixes a new record date for the adjourned meeting.
Section 7.05. Registered Stockholders. The Corporation shall be entitled to
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recognize the exclusive right of a person registered on its books as the owner
of stock to receive dividends and to vote as such owner, and shall be entitled
to hold liable for calls and assessments a person registered on its books as the
owner of stock, and shall not be bound to recognize any equitable or other claim
to, or interest in, such stock 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 Delaware.
ARTICLE 8
AMENDMENTS
Section 8.01. Amendments. Except for Sections 3.01, 3.02, 3.09 and this
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Section 8.01, these By-Laws may be altered, amended or repealed, and new By-Laws
may be adopted, by the stockholders or by the Board of Directors at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new By-Laws be contained in the
notice of such special meeting. Sections 3.01, 3.02, 3.09 and 8.01 may only be
altered, amended or repealed by the stockholders.
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