EXHIBIT 3.2
RESTATED BYLAWS
OF
MEDICALOGIC/MEDSCAPE, INC.
ARTICLE I
SHAREHOLDERS MEETINGS
1.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held on
the second Tuesday in May of each year at 10 a.m., unless a different date or
time is fixed by the Board of Directors and stated in the notice of the meeting.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chief
Executive Officer or the Board of Directors.
1.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at any
place in or out of Oregon designated by the Board of Directors.
1.4 MEETING BY TELEPHONE CONFERENCE. Shareholders may participate in an
annual or special meeting by, or conduct the meeting through, use of any means
of communications by which all shareholders participating may simultaneously
hear each other during the meeting, except that no meeting for which a written
notice is sent to shareholders may be conducted by this means unless the notice
states that participation in this manner is permitted and describes how any
shareholder desiring to participate in this manner may notify the Corporation.
1.5 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(a) ANNUAL MEETINGS OF SHAREHOLDERS.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders only (i) pursuant
to the Corporation's notice of meeting or any supplement thereto, (ii) by or at
the direction of the Board of Directors or (iii) by any shareholder of the
Corporation who (A) was a shareholder of record of the Corporation when the
notice provided for in this Section 1.5 is delivered to the Secretary of the
Corporation, (B) is entitled to vote at the meeting and (C) complies with the
notice procedures set forth in subparagraphs (2) and (3) of this paragraph (a)
in this Section 1.5.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 1.5, the shareholder must have given timely notice thereof in
writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for
shareholder action as determined by the Board of Directors. To be timely, a
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation at least 90 days, and no earlier than 120 days, before the first
anniversary of the date of the proxy statement for the preceding year's annual
meeting (provided, however, that if the date of the annual meeting is more than
30 days before or more than 70 days after the anniversary date, notice by the
shareholder must be delivered no earlier than 120 days before the annual meeting
and no later than the later of 90 days before the annual meeting or 10 days
following the day on which public announcement of the date of the meeting is
first made by the Corporation). The public announcement of an adjournment or
postponement of an annual meeting of shareholders shall not commence a new time
period (or extend any time period) for the giving of a shareholder's notice as
described above. The shareholder's notice shall set forth the information
required by paragraph (c) of this Section 1.5.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 1.5 to the contrary, if the number of directors to be
elected to the Board of Directors of the Corporation at an annual meeting is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Section 1.5 shall
also be considered timely, but only with respect to nominees for any new
positions created by the increase, if it is delivered to the Secretary at the
principal executive offices of the Corporation not later than 10 days following
the day on which the public announcement is first made by the Corporation.
(b) SPECIAL MEETINGS OF SHAREHOLDERS.
(1) The only business that may be conducted at a special meeting of
shareholders is the business described in the Corporation's notice of meeting.
If directors are to be elected at a special meeting, nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders only (i) by or at the direction of the Board of Directors or the
Chairman of the Board or (ii) by any shareholder of the Corporation who (A) is a
shareholder of record at the time the notice provided for in this Section 1.5(b)
is delivered to the Secretary of the Corporation, (B) is entitled to vote at the
special meeting and (C) complies with the notice procedures set forth in
paragraph (b)(2) of this Section 1.5. If a special meeting of shareholders is
called to elect one or more directors to the Board of Directors, any shareholder
entitled to vote in the election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the shareholder's notice containing the
information and as otherwise required by paragraph (b)(2) of this Section 1.5 is
delivered to the Secretary at the principal executive offices of the Corporation
not later than 10 days following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at the meeting. The public announcement of an
adjournment or postponement of a special meeting shall not commence a
new time period (or extend any time period) for the giving of a shareholder's
notice as described above.
(2) For nominations to be properly brought before a special meeting by
a shareholder pursuant to clause (ii) of paragraph (b)(1) of this Section 1.5,
the shareholder's notice must contain the information required by paragraph (c)
of this Section 1.5. For any other business to be properly brought before a
special meeting by a shareholder, the other business must be a proper matter for
shareholder action and the shareholder's demand for the special meeting pursuant
to the Oregon Business Corporation Act must contain the information required by
paragraph (c) of this Section 1.5.
(c) INFORMATION REQUIRED IN SHAREHOLDER NOTICE. A shareholder notice given
pursuant to paragraph (a) or (b) of this Section 1.5 shall contain the following
information:
(1) As to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder
(and be accompanied by such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(2) as to any other business the shareholder proposes to bring before
the special meeting, a brief description of the business desired to be brought
before the special meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and, if the business includes
a proposal to amend the bylaws of the Corporation, the language of the proposed
amendment), the reasons for conducting the business at the special meeting and
any material interest in the business of such shareholder and any beneficial
owner on whose behalf the proposal is made; and
(3) as to the shareholder giving the notice and any beneficial owner
on whose behalf the nomination or proposal is made, (A) the name and address of
the shareholder, as they appear on the Corporation's books, and of the
beneficial owner, (B) the class and number of shares of capital stock of the
Corporation which are owned beneficially and of record by the shareholder and
the beneficial owner, (C) a representation that the shareholder is a holder of
record of stock of the Corporation entitled to vote at the special meeting and
intends to appear in person or by proxy at the special meeting to propose such
business or nomination, and (D) a representation as to whether the shareholder
or the beneficial owner, if any, intends or is part of a group which intends to
(1) deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (2) otherwise solicit proxies
from shareholders in support of such proposal or nomination. The Corporation may
require any proposed nominee to furnish any other information it reasonably
requires to determine the eligibility of the proposed nominee to serve as a
director of the Corporation.
(d) GENERAL.
(1) Only persons nominated in accordance with the procedures set forth
in this Section 1.5 shall be eligible to be elected at an annual or special
meeting of shareholders of the Corporation to serve as directors and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 1.5. Except as otherwise provided by law, the chairman of the meeting
shall have the power and duty to (i) determine whether a nomination or any
business proposed to be brought before an annual or special meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 1.5 and (ii) if any proposed nomination or business is not in
compliance with this Section 1.5 (including whether the shareholder or any
beneficial owner on whose behalf the nomination or proposal is made solicits (or
is part of a group which solicits), or fails to so solicit (as the case may be),
proxies in support of such shareholder's nominee or proposal in compliance with
such shareholder's representation as required by clause (iii)(D) of Section
(a)(2) or clause (iii)(D) of Section (b)(2) of this Section 1.5), to declare
that such nomination shall be disregarded or that such proposed business shall
not be transacted.
(2) For purposes of this Section 1.5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, PR Newswire or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) A shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.5. Nothing in this Section 1.5 shall be
deemed to affect any rights of shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
1.6 CONDUCT OF MEETINGS.
(a) Meetings of shareholders shall be presided over by the Chief Executive
Officer, if that position is filled, or, if there is no Chief Executive Officer,
the President or, in any event, by another chairman designated by the Board of
Directors. The date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting shall be
determined by the chairman of the meeting and announced at the meeting.
(b) The Board of Directors may adopt by resolution any rules and
regulations for the conduct of the meeting of shareholders as it deems
appropriate. Except to the extent inconsistent with rules and regulations as
adopted by the Board of Directors, the chairman of any meeting of shareholders
shall have the exclusive right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of the
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to shareholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting determines; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants. Unless and to the
extent otherwise determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders are not required to be held in accordance with
the rules of parliamentary procedure.
(c) Any annual or special meeting of shareholders may be adjourned only by
the chairman of the meeting from time to time to reconvene at the same or some
other time, date and place, and notice need not be given of any such adjourned
meeting if the time, date and place are announced at the meeting at which the
adjournment occurs. The shareholders present at a meeting shall not have
authority to adjourn the meeting. At the adjourned meeting at which a quorum is
present, the shareholders may transact any business which might have been
transacted at the original meeting. If after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.
ARTICLE II
BOARD OF DIRECTORS
2.1 NUMBER AND TERM.
(a) NUMBER. The number of directors constituting the entire Board of
Directors of the Corporation shall be not less than seven nor more than eleven
as fixed from time to time by the Board of Directors, provided, however, that
the number of directors shall not be reduced so as to shorten the term of any
director at the time in office, and provided further, that the number of
directors constituting the entire Board of Directors shall be eleven until
otherwise fixed by the Board of Directors.
(b) ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. The Board of
Directors shall be divided into three classes designated as Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors.
At the first annual meeting of shareholders following the date hereof, the term
of office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the second annual meeting of
shareholders following the date hereof, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of three years. At the third annual meeting of shareholders following the date
hereof, the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years. At each succeeding
annual meeting of shareholders, directors shall be elected for a full term of
three years to succeed the directors of the class whose terms expire at such
annual meeting. Notwithstanding the foregoing provisions of this Section 2.1(b),
each director shall serve until
his or her successor is duly elected and qualified or until his or her death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
2.2 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders.
2.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chief Executive Officer or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place in or out of Oregon as the place for holding any special meeting of
the Board of Directors called by them.
2.4 NOTICE. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, other form of
wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
ARTICLE III
OFFICERS
3.1 APPOINTMENT. The Board of Directors at its first meeting following its
election each year shall appoint a Chief Executive Officer and a Secretary. At
this meeting, or at any other time, the Board of Directors may appoint one of
its members as Chairman of the Board. The Board of Directors may appoint any
other officers, assistant officers and agents. Any two or more offices may be
held by the same person.
3.2 COMPENSATION. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors.
3.3 TERM. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
3.4 REMOVAL. Any officer or agent appointed by the Board of Directors may
be removed by the Board of Directors at any time with or without cause.
3.5 CHAIRMAN OF THE BOARD. The Chairman of the Board, if that office is
filled, shall preside at all meetings of the Board of Directors and shall
perform any duties and responsibilities prescribed from time to time by the
Board of Directors.
3.6 CHIEF EXECUTIVE OFFICER. Unless otherwise determined by the Board of
Directors, the Chief Executive Officer shall be responsible for the day-to-day
operation of the Corporation. The Chief Executive Officer shall have any other
duties and responsibilities prescribed by the Board of Directors.
3.7 VICE PRESIDENTS. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the Chief Executive
Officer. The Board of Directors or the Chief Executive may confer a special
title upon a Vice President.
3.8 SECRETARY. The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
Chief Executive Officer.
ARTICLE IV
ISSUANCE OF SHARES
4.1 ADEQUACY OF CONSIDERATION. The authorization by the Board of Directors
of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
4.2 CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be signed, either manually or in facsimile, by two officers of
the Corporation, at least one of whom shall be the Chief Executive Officer or a
Vice President.
ARTICLE V
AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws may be adopted by
the Board of Directors or the shareholders of the Corporation.
Adopted: Effective as of May 19, 2000.