BY-LAWS
MYHEALTHYSAVINGS.COM, INC.
ARTICLE I
SHAREHOLDERS
Section 1.1. Annual Meetings. The Annual Meeting of Shareholders of the
Corporation shall be held on the second Tuesday in January in each year if not a
legal holiday, and if a legal holiday, then on the next succeeding business day,
at 9:00 a.m., at the office of the Corporation or at such other hour or at such
other place within or without the State of Connecticut as the Board of Directors
may designate. The Secretary or an Assistant Secretary or such other officer of
the Corporation designated by the Board of Directors shall serve personally or
send through the mail a written notice of meeting, stating the place, day and
hour of such meeting, addressed to each Shareholder of record entitled to vote,
at his address as it appears on the books of the Corporation not less than ten
days before the meeting. At any meeting at which all Shareholders shall be
present, or of which all Shareholders not present waive notice in writing (such
waiver being executed either before or after the holding of the meeting), the
giving of notice as required herein may be dispensed with.
Section 1.2. Special Meetings. Special meetings of Shareholders, other
than those required by statute, may be called at any time by the President or by
a majority of the Board of Directors and shall be called by the President
whenever so requested in writing by Shareholders representing at least one-tenth
of the voting power of all shares entitled to vote at such meeting.
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Notice of each special meeting shall be served in the same manner as notice of
an annual meeting except that the notice may be served at least seven days
before the meeting. Such notice shall state the purpose or purposes for which
the meeting is called and the time when, and the place where, within or without
the State of Connecticut, the meeting is to be held. At any meeting at which all
Shareholders shall be present, or of which all Shareholders not present waive
notice in writing (such waiver being executed either before or after the holding
of the meeting), the giving of notice as required herein may be dispensed with.
Section 1.3. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining Shareholders entitled to notice of or to vote at any
meeting of Shareholders or any adjournment thereof, or Shareholders entitled to
receive payment of any dividends, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining Shareholders entitled to
notice of or to vote at a meeting of Shareholders, such books shall be closed
for a least ten days immediately preceding such meeting. In lieu of closing
stock transfer books, the Board of Directors may fix in advance a date as the
record date of any such determination of Shareholders, such date in any case to
be not more than sixty days and, in case of a meeting of Shareholders, not less
than ten days prior to the date on which the particular action requiring such
determination of Shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for a determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders or a determination
of Shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
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Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for determination of Shareholders. When a determination of
Shareholders entitled to vote at any meeting of Shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
Section 1.4. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the Shareholders entitled to vote at each meeting of Shareholders or any
adjournment thereof, arranged in alphabetical order with the address of and the
number of shares by each. Such list or other equivalent record shall, for a
period of five days prior to such meeting, be kept on file at the principal
office of the Corporation or at the office or place of business of a transfer
agent in this state and shall be subject to inspection by any Shareholder during
usual business hours for any proper purpose. Such list or other equivalent
record shall also be produced and kept at the time and place of the meeting and
shall be subject for any such proper purpose to such inspection during the whole
time of the meeting.
Section 1.5. Quorum. At all meetings of Shareholders, except where it
is otherwise provided by law, the presence in person or by proxy of Shareholders
of record representing at least 50% of the issued and outstanding shares shall
be necessary to constitute a quorum. A meeting at which less than a quorum is
present may be adjourned from time to time by a majority of the Shareholders
present in person or by proxy.
Section 1.6. Proxies. At all meetings of Shareholders, a Shareholder
may vote in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting.
Section 1.7. Voting. Except as otherwise provided by statute or by
these By-laws, each
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outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of Shareholders.
Section 1.8. Action Without a Meeting. Any action that may be taken by
the Shareholders at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed by all of the
Shareholders.
ARTICLE II
DIRECTORS
Section 2.1. Number. The business and affairs of the Corporation shall
be conducted and managed by a Board of not less than the minimum permitted by
law, nor more than nine Directors. The number of Directorships at any time
within such minimum and maximum shall be the number fixed by the resolution of
the Shareholders or Directors, or in the absence of such resolution shall be the
number of Directors elected at the preceding annual meeting of Shareholders.
Section 2.2. Election. The Directors shall (except for the filling of
vacancies) be elected at each annual meeting of Shareholders and shall hold
office until their successors are elected.
Section 2.3. Duties of Directors. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation,
except as may be otherwise provided by the laws of the State of Connecticut.
Section 2.4. Director's Meetings. A regular meeting of the Board of
Directors shall be held immediately following the annual meeting of the
Shareholders, and at such other times as the Board of Directors may determine. A
special meeting of the Board of Directors may be called by the Chairman of the
Board or the President at any time, and shall be called by the Chairman of the
Board or the President upon the written request of at least two Directors.
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Section 2.5. Notice of Meetings. Notice of meetings, other than of the
regular annual meeting, for which no notice need be given, shall be given by an
officer of the Corporation orally, or by service thereof upon each Director in
person, or by mail, or by telegram, at his last known post office address, not
less than two days before such meeting, specifying the time and place within or
without the State of Connecticut of such meeting. At any meeting at which every
member of the Board of Directors shall be present, or of which all Directors not
present waive notice in writing (such waiver being executed either before or
after the holding of the meeting), the giving of notice as required herein may
be dispensed with.
Section 2.6. Quorum. At all meetings of the Board a majority of the
Directors shall constitute a quorum for the transaction of business, except that
a quorum shall be not less than two (unless there are fewer than two
Directorships) Directors. If a quorum shall not be present at any meeting of the
Board, 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 2.7. Manner of Acting. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. A Director or a member of a committee of the Board of Directors
may participate in a meeting of the Board of Directors or of such committee by
means of conference telephone or similar communications equipment enabling all
Directors participating in the meeting to hear one another, and such
participation shall constitute presence in person at such meeting.
Section 2.8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed by all of
the Directors.
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Section 2.9. Vacancies. Whenever any vacancy shall occur in the Board
of Directors by death, resignation or otherwise, the vacancy may be filled for
the unexpired term by action of the remaining Director(s) in office, or by the
concurring vote of a majority of the remaining Directors in office though such
remaining Directors are less than a quorum and though such majority is less than
a quorum. The terms of this section shall not apply to any Directorship to be
filled by reason of an increase in the number of Directors.
Section 2.10. Compensation. By resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at such meeting of
the Board of Directors, and may be paid a salary as Director or a fixed sum for
attendance at each meeting of the Board of Directors, or both. No such payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.
Section 2.11. Presumption of Assent. A Director of the Corporation 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 of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
Section 2.12. Directors' Committees. The Board of Directors, by
resolution adopted by a majority of the full Board, may designate two or more of
its members to constitute an Executive Committee or other committees. The
designation of such Executive Committee or other committee shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
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imposed by law. The Executive Committee, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board of
Directors except to the extent, if any, that such authority shall be limited by
these By-laws or by resolution appointing the Executive Committee. Each such
other committee shall have and may exercise such powers as may be authorized in
the resolution appointing such other committee. Neither the Executive Committee
nor such other committees shall have the authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting a plan of
merger or consolidation, recommending to the Shareholders a voluntary
dissolution of the Corporation or a revocation thereof, or amending the By-laws
of the Corporation.
ARTICLE III
OFFICERS
Section 3.1. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President and a Secretary. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers, and may from time to time
appoint additional officers with such duties as may be delegated to them by the
Board. The officers of the Corporation need not be Directors, and one person may
hold two or more offices, provided, however, that no one person shall hold the
offices of both President and Secretary.
Section 3.2. Election. All officers shall be elected by and shall hold
office at the pleasure of the Board of Directors. Such election shall be by a
majority of the Directors.
Section 3.3. Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be
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without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create contract
rights.
Section 3.4. Duties of Officers. In addition to those powers and duties
that may from time to time be delegated to them by the Board of Directors, and
except as may be otherwise provided by the Board, the officers of the
Corporation shall have the powers and perform the duties which by law and
general usage appertain to their respective offices.
Section 3.5. Salaries. The salaries 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 by reason of the fact that he is also a Director of the
Corporation.
ARTICLE IV
STOCK
Section 4.1. Certificates. Certificates representing shares of the
Corporation shall be in the form prescribed by the Board of Directors, and shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, and sealed with the seal
of the Corporation, and shall be numbered in the order in which issued.
Certificates shall be bound in a book and issued in consecutive order therefrom,
and in the margin or stub thereof shall be entered the name of the person
holding the shares therein represented, the number of shares and the date of
issue. Each certificate exchanged or returned to the Corporation shall be
cancelled, and the date of cancellation shall be indicated thereon by the
Secretary, and such certificate shall be immediately pasted in the certificate
books opposite the memorandum of its issue.
Section 4.2. Transfer. Transfers of shares shall be made only upon the
books of the Corporation by the holder of record thereof in person or by duly
authorized attorney-in-fact under a
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power of attorney duly executed, acknowledged and filed with the Corporation,
and only upon the surrender of the certificate for such shares, except that
shares sold by the Corporation to satisfy any lien which it holds thereon may be
transferred without the surrender of such certificates.
ARTICLE V
CORPORATE ACTION
Section 5.1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 5.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 5.3. Checks, Drafts, Etc. All check, 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 resolution of the Board of Directors.
Section 5.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may elect.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 6.2. Amendments. These By-laws maybe altered, amended, or
repealed, and new
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By-laws may be adopted, by the vote of a majority of all of the Shareholders of
the Corporation at any annual or special meeting of Shareholders or by the vote
of a majority of all of the Directors of the Corporation at any meeting of the
Board of Directors.
Section 6.3. Waiver of Notice. Whenever any notice is required to be
given to any Shareholder or Director of the Corporation, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
Section 6.4. Indemnification. The Corporation shall indemnify any
Director, or officer of the Corporation against expenses (including legal fees),
judgments, fines, penalties and amounts paid in settlement, actually and
reasonably incurred by him, to the fullest extent now or hereafter permitted by
law in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought or
threatened to be brought against him, by reason of the fact that he is or was a
Director, or officer of the Corporation, or any of its subsidiaries, or acted as
a Director or officer or in any other capacity on behalf of the Corporation, or
any of its subsidiaries or is or was serving at the request of the Corporation
as a Director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise, provided that he acted in good faith
and in a manner which is reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.
The provisions of this section shall be applicable to all actions,
suits or proceedings commenced after its adoption and shall continue as to a
person who has ceased to be a Director or officer or to render services for or
at the request of the Corporation and shall inure to the benefit of
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the heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any Director, officer, employee or agent of the Corporation may be
entitled.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws Of MyHealthySavings.com, Inc., a Delaware Corporation, as in effect
on the date hereof.
Dated: September 28, 2000.
/s/ James B. Duffy
--------------------------------
James B. Duffy
Secretary
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