EXHIBIT 3(b)
ADOPTED JULY 7, 1993
AMENDED FEBRUARY 10, 1994
BYLAWS OF
COLUMBIA/HCA HEALTHCARE CORPORATION
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of the Corporation shall
be within the State of Delaware in the City of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an office or offices
other than said registered office at such place or places, either within or
without the State of Delaware, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.
SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held
at such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect, by a plurality
vote, a class of the Board of Directors in the manner provided in the
Corporation's Certificate of Incorporation and transact such other business as
may properly be brought before the meeting.
SECTION 3. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by statute, may be called at any time only by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 4. Notice of Meetings. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of stockholders
stating the date, place 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 given
to each stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice. Notice shall be given personally or by mail and, if by mail, shall be
sent in a postage prepaid envelope, addressed to the stockholder at the address
appearing on the records of the Corporation. Notice by mail shall be deemed
given at the time when the same shall be deposited in the United States mail,
postage prepaid. Notice of any meeting shall not be required to be given to any
person who attends such meeting, except when such person attends the meeting in
person or by proxy for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, or who, either before or after the meeting, shall submit a
signed written waiver
of notice, in person or by proxy. Neither the business to be transacted at, nor
the purpose of, an annual or special meeting of stockholders need be specified
in any written waiver of notice.
SECTION 5. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city, town or village where the
meeting is to be held, which place shall be specified in the notice of meeting,
or, if not specified, at the place where the meeting is to be held. The list
shall 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 6. Quorum, Adjournments. The holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of stockholders, except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 7. Organization. At each meeting of stockholders, the Chairman of
the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected, the Chief Executive Officer, shall act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 8. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
SECTION 9. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:
(a) on the date fixed pursuant to the provisions of Section 7 of Article V of
these Bylaws as the record date for the determination of the stockholders who
shall be entitled to notice of and to vote at such meeting; or
(b) if no such record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice thereof shall be
given, or, if notice is waived, at the close of business on the date next
preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact, but no proxy shall be voted after three
years from its date, unless the proxy provides for a longer period. Any such
proxy shall
2
be delivered to the secretary of the meeting at or prior to the time designated
in the order of business for so delivering such proxies. When a quorum is
present at any meeting, the vote of the holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereon, 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 or of these Bylaws,
a different vote is required, in which case such express provision shall govern
and control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, and shall state the number of shares
voted.
SECTION 10. Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof and make a written report thereof. If any of the
inspectors so appointed shall fail to appear or shall be unable to act, the
chairman of the meeting shall appoint one or more inspectors. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors
shall ascertain the number of shares of capital stock of the Corporation
outstanding and the voting power of each, determine the number of shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
certify their determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may appoint or retain
other persons or entities to assist the inspectors in the performance of the
duties of the inspectors. No director or candidate for the office of director
shall act as an inspector of an election of directors. Inspectors need not be
stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Place of Meetings. Meetings of the Board of Directors shall be
held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.
SECTION 2. Annual Meeting. The Board of Directors shall meet for the purpose
of organization, the election of officers and the transaction of other business,
as soon as practicable after each annual meeting of stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. In the event such annual meeting is not so
held, the annual meeting of the Board of Directors may be held at such other
time or place (within or without the State of Delaware) as shall be specified in
a notice thereof given as hereinafter provided in Section 5 of this Article III.
SECTION 3. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day (unless
the Chairman of the Board determines otherwise). Notice of regular meetings of
the Board of Directors need not be given except as otherwise required by statute
or these Bylaws.
3
SECTION 4. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, if one shall have been elected, by two
or more directors of the Corporation or by the Chief Executive Officer or the
President.
SECTION 5. Notice of Meetings. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 5, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these Bylaws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be sent to each director,
addressed to such director at his or her residence or usual place of business,
by telegraph, cable, telex, telecopier or other similar means, or be delivered
to him or her personally or be given to him or her by telephone or other similar
means, at least two hours before the time at which such meeting is to be held.
Notice of any such meeting need not be given to any director who shall, either
before or after the meeting, submit a signed waiver of notice or who shall
attend such meeting, except when he or she shall attend for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 6. Quorum and Manner of Acting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute, the Certificate of Incorporation or these Bylaws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and
place of any such adjourned meeting shall be given to all of the directors
unless such time and place were announced at the meeting at which the
adjournment was taken, in which case such notice shall only be given to the
directors who were not present thereat. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a Board and the individual directors shall have no power as such.
SECTION 7. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, another director
chosen by a majority of the directors present, shall act as chairman of the
meeting and preside thereat. The Secretary or, in his absence or if one shall
not have been elected, any person appointed by the chairman of the meeting,
shall act as secretary of the meeting and keep the minutes thereof.
SECTION 8. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt by the Corporation. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 9. Compensation. The Board of Directors shall have authority to fix
the compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity.
SECTION 10. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
including an executive committee and a nominating committee, each committee to
consist of one or more of the directors of the Corporation. Commencing with the
date of the adoption of these Bylaws and ending on the date which is three years
from such date, the nominating committee shall be composed of four directors and
such committee shall have the exclusive
4
power to nominate persons to serve as directors of the Corporation. The
composition of the nominating committee shall be determined in accordance with
Section 7.14(b) of that certain Merger Agreement, dated as of June 10, 1993, by
and between Columbia Hospital Corporation and Galen Health Care, Inc. Subject to
the foregoing, the Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In addition, in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors. Each such committee shall serve at the pleasure of the
Board of Directors and have such name 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.
SECTION 11. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.
SECTION 12. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.
SECTION 13. Mandatory Board Retirement Policy. Effective July 1, 1994, no
person shall be nominated to a term of office on the Company's Board of
Directors who has attained the age of 70 or more before the first day of the
proposed term of office; provided, however, the foregoing policy shall be
inapplicable to current directors of the Company aged 70 or more whose current
term of office, on February 10, 1994, expires subsequent to the Company's 1994
Annual Meeting of Stockholders.
ARTICLE IV
OFFICERS
SECTION 1. Number and Qualifications. The officers of the Corporation shall
be elected by the Board of Directors and shall include the Chairman of the
Board, the Chief Executive Officer, the President, one or more Vice Presidents
(including Senior, Executive Vice Presidents or other classifications of Vice
Presidents), the Secretary and the Treasurer. If the Board of Directors wishes,
it may also elect other officers (including one or more Assistant Treasurers and
one or more Assistant Secretaries) as may be necessary or desirable for the
business of the Corporation. Any two or more offices may be held by the same
person, and no officer except the Chairman of the Board need be a director.
Each officer shall hold office until his or her successor shall have been duly
elected and shall have qualified, or until his death, or until he or she shall
have resigned or have been removed or disqualified, as hereinafter provided in
these Bylaws.
5
SECTION 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt by the Corporation. Unless otherwise specified therein, the acceptance
of any such resignation shall not be necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.
SECTION 4. Chairman of the Board. The Chairman of the Board shall be elected
from among the members of the Board. If present, he or she shall preside at all
meetings of the Board of Directors and Stockholders. He or she shall advise and
counsel with the Chief Executive Officer, and in his or her absence with other
executives of the Corporation, and shall perform such other duties as may from
time to time be assigned to him or her by the Board of Directors.
SECTION 5. Chief Executive Officer. The Chief Executive Officer shall also
serve as the President and, subject to the Board of Directors, he or she shall
have general executive charge, management, and control of the properties and
operations of the Corporation in the ordinary course of its business, with all
such powers with respect to such properties and operations as may be reasonably
incident to such responsibilities. If the Board of Directors has not elected a
Chairman or in the absence or inability to act of the Chairman of the Board, the
Chief Executive Officer shall exercise all of the powers and discharge all of
the duties of the Chairman of the Board.
SECTION 6. Vice President. Each Vice President shall perform all such duties
as from time to time may be assigned to him or her by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the President. At the
request of the Chief Executive Officer or the President or in his or her absence
or in the event of his or her inability or refusal to act, the Vice President,
or if there shall be more than one, the Vice Presidents in the order determined
by the Board of Directors (or if there be no such determination, then the Vice
Presidents in the order of their election), shall perform the duties of the
Chief Executive Officer or the President, as applicable.
SECTION 7. Treasurer. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the funds and
securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the Corporation
in such depositaries as may be designated by the Board of Directors or pursuant
to its direction;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the investment of
its funds, taking proper vouchers therefor;
6
(f) render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and
(g) in general, perform all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 8. Secretary. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the purpose,
the minutes of all meetings of the Board of Directors, the committees of the
Board of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix and
attest the seal to all certificates for shares of the Corporation (unless the
seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and
(e) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
or her inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 10. The Assistant Secretary. The Assistant Secretary, or if there
shall be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
or her inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.
SECTION 11. Officers' Bonds or Other Security. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his or her duties, in such amount and with such
surety as the Board of Directors may require.
SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he or she is also a
director of the Corporation.
7
ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him or her in the Corporation. If the Corporation
shall be authorized to issue more than one class of stock or more than one
series of any class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in Section 202 of the General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences or rights.
SECTION 2. Facsimile Signatures. Any or all of the signatures on a
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 he or she were such officer, transfer agent or registrar at
the date of issue.
SECTION 3. Lost Certificates. The Board of Directors may direct a new
certificate 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. 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 give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
SECTION 4. Transfers of Stock. 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, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
SECTION 5. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.
8
SECTION 6. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.
SECTION 7. Fixing the Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may, in its discretion,
fix a new record date for the adjourned meeting.
SECTION 8. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of 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.
SECTION 9. Legends. The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the Board of Directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities
laws or other applicable law.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Dividends. Subject to the provisions of statute and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of
the Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors may, from time to time, in its absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
SECTION 3. Seal. The seal of the Corporation shall be in such form as shall
be approved by the Board of Directors.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year and may thereafter be changed by resolution of the
Board of Directors.
9
SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.
SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances. The attestation to such
execution by the Secretary of the Corporation shall not be necessary to
constitute such deed, bond, mortgage, contract or other instrument a valid and
binding obligation against the Corporation unless the resolutions, if any, of
the Board of Directors authorizing such execution expressly state that such
attestation is necessary.
SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided
by resolution of the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President, from time to time, may
(or may appoint one or more attorneys or agents to) cast the votes which the
Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose shares or securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such other
corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board, the Chief Executive Officer or the President may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. The Chairman of the Board, the Chief Executive Officer or
the President may, or may instruct the attorneys or agents appointed to, execute
or cause to be executed in the name and on behalf of the Corporation and under
its seal or otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper in the circumstances.
ARTICLE VII
AMENDMENTS
These Bylaws may be amended or repealed or new bylaws adopted (a) by the
affirmative vote of the holders of at least 75% of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class or (b) if the Certificate of
Incorporation so provides, by action of the Board of Directors at a regular or
special meeting thereof. Any bylaw made by the Board of Directors may be
amended or repealed by action of the stockholders at any annual or special
meeting of stockholders.
/s/ JOAN KROGER
----------------------------------
Joan Kroger
Secretary
10
AMENDMENT NO. 1 TO THE
BYLAWS OF
COLUMBIA/HCA HEALTHCARE CORPORATION
On June 8, 1995, the Board of Directors of Columbia/HCA Healthcare
Corporation (the "Company") approved an amendment to the Company's Bylaws by
adding a new Section 14 to Article III thereof in order to make certain
exceptions to Section 13 of Article III. The new Section 14 shall hereby be
added and read as follows:
"SECTION 14. Exceptions to Mandatory Retirement Policy. The provisions of
-----------------------------------------
Section 13 of this Article III shall not apply in respect of Donald S.
MacNaughton. In addition, Charles J. Kane and John W. Landrum shall be entitled
to continue to serve on the Board of Directors (subsequent to June 30, 1995) so
long as they agree in writing to resign their directorships effective June 30,
1996.
Dated: June 8, 1995 COLUMBIA/HCA HEALTHCARE CORPORATION
By:/s/ STEPHEN T. BRAUN
-------------------------------
Stephen T. Braun, Secretary
AMENDMENT NO. 2 TO THE
BYLAWS OF
COLUMBIA/HCA HEALTHCARE CORPORATION
On May 14, 1998, the Board of Directors of Columbia/HCA Healthcare
Corporation (the "Company") approved an amendment to the Company's Bylaws by
amending Section 14 to Article III thereof in order to make certain exceptions
to Section 13 of Article III. Section 14 shall hereby be amended to read as
follows:
"SECTION 14. Exceptions to Mandatory Retirement Policy. The provisions of
-----------------------------------------
Section 13 of this Article III shall not apply in respect of Thomas S. Murphy
who has agreed to serve as a member of the Board of Directors of the Company."
Dated: May 14, 1998 COLUMBIA/HCA HEALTHCARE CORPORATION
By:/s/ JOHN M. FRANCK II
--------------------------------------
John M. Franck II, Corporate Secretary