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EXHIBIT 3.37
CORPORATE
BOARD OF DIRECTORS
BYLAWS
for
BILTMORE SURGERY CENTER, INC.
a Arizona corporation
Dated as of January 30, 1997
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TABLE OF CONTENTS
ARTICLE I CORPORATE PURPOSE........................................... 1
Section 1. Purpose................................................. 1
ARTICLE II OFFICES..................................................... 1
Section 1. Principal Office........................................ 1
Section 2. Other Offices........................................... 1
ARTICLE III SHAREHOLDERS................................................ 1
Section 1. Place of Meetings....................................... 1
Section 2. Annual Meeting.......................................... 1
Section 3. Special Meetings........................................ 1
Section 4. Action Without a Meeting................................ 1
Section 5. Quorum of Shareholders.................................. 2
Section 6. Majority Vote Requirements.............................. 2
Section 7. Voting Rights........................................... 2
ARTICLE IV DIRECTORS................................................... 2
Section 1. Powers.................................................. 2
Section 2. Number of Qualification................................. 2
Section 3. Vacancies............................................... 2
Section 4. Action by Directors Without a Meeting................... 3
Section 5. Quorum.................................................. 3
Section 6. Resignations and Removal................................ 3
Section 7. Conduct of Meetings..................................... 3
ARTICLE V NOTICES..................................................... 3
Section 1. Written Notices......................................... 3
Section 2. Waivers................................................. 3
Section 3. Timely and Proper Notice................................ 4
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ARTICLE VI OFFICERS.................................................... 4
Section 1. Officers................................................ 4
Section 2. Authority of Certain Officers........................... 4
a. Chairman of the Board................................ 4
b. President............................................ 4
c. Vice President....................................... 4
d. Secretary............................................ 4
e. Treasurer............................................ 5
ARTICLE VII ADMINISTRATOR............................................... 5
Section 1. Appointment............................................. 5
Section 2. Responsibilities........................................ 5
ARTICLE VIII GOVERNING BOARD............................................. 6
Section 1. Appointment of Governing Board.......................... 6
Section 2. Governing Board Bylaws; Functions and Duties
of Governing Board...................................... 6
Section 3. Composition of Governing Board.......................... 7
ARTICLE IX OTHER PROVISIONS............................................ 7
Section 1. Checks and Drafts....................................... 7
Section 2. Execution of Contracts.................................. 7
Section 3. Annual Report to Shareholders........................... 7
ARTICLE X INDEMNIFICATION............................................. 7
Section 1. Indemnification of Officers and Directors............... 7
Section 2. Indemnification Insurance............................... 8
Section 3. Indemnification Agreements.............................. 8
ARTICLE XI AMENDMENTS.................................................. 8
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BYLAWS
OF
BILTMORE SURGERY CENTER, INC.
a Arizona corporation
ARTICLE I
CORPORATE PURPOSE
Section 1. Purpose. This corporation may engage in any lawful activity,
including but not limited to, owning and operating health care facilities,
including all related departments and activities associated therewith.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the Corporation is
hereby fixed and located at: 3820 State Street, Santa Barbara, California,
93105. The Board of Directors (hereinafter the "Board") is hereby granted full
power and authority to change said principal office from one location to
another.
Section 2. Other Offices. Regional, branch or subordinate offices may be
established at any time by the Board at any other place or places, within or
outside of the United States of America.
ARTICLE III
SHAREHOLDERS
Section 1. Place of Meetings. Meetings of the Shareholders of this
Corporation shall be held either at the principal executive office of the
Corporation, or at any other place which may be designated either by the Board
or by the written consent of the Shareholders, given either before or after the
meeting and filed with the Secretary of the Corporation.
Section 2. Annual Meeting. The annual meeting of the Shareholders shall be
held on such date and at such time as may be fixed by the Board or the
Shareholders.
Section 3. Special Meetings. Special meetings of the Shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Board, the
President or the Shareholders.
Section 4. Action without a Meeting. Any action(s) which may be taken at a
meeting of the Shareholders may be taken without a meeting by a written consent
to such action(s) signed by the Shareholders, which document shall be inserted
in the Minute Book of the corporation.
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Section 5. Quorum of Shareholders. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at meetings of Shareholders except as otherwise provided by statute or by the
Articles of Incorporation. If, however, a quorum shall not be present or
represented at any meeting of the Shareholders, the Shareholders 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 that might have
been transacted at the meeting as originally called.
Section 6. Majority Vote Requirements. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the Shareholders,
except that in elections of members of the Board those receiving the greatest
number of votes shall be deemed elected even though not receiving a majority
unless the vote of a greater number of voting by classes is required by law or
the Articles of Incorporation.
Section 7. Voting Rights. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation and
except as the Articles of Incorporation may confer on the holders of shares of
any particular class or series the right to more than one vote per share, either
generally or on particular matters. At each election for Directors, every
Shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him/her for whose election
he/she has a right to vote.
ARTICLE IV
DIRECTORS
Section 1. Powers. Subject to limitations of the Articles of
Incorporation, these Bylaws, and the laws of the State as to action required to
be approved by the Shareholders, the business and affairs of the Corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the Board.
Section 2. Number and Qualification. The authorized number of directors
shall not be less than one (1) nor more than the maximum authorized by law. The
exact number of directors may be fixed, from time to time, by the Board or the
Shareholders. The number of directors shall be one (1) until changed as provided
in this Section.
Section 3. Vacancies. If any vacancy shall occur among the Directors by
reason of death, resignation, disqualification, removal or otherwise, such
vacancy may be filled by a majority vote of the remaining Directors, so long as
such remaining Directors constitute a quorum. Any such vacancy may be filled by
the Shareholders, and all vacancies where the number of remaining Directors is
less than a quorum must be filled by the Shareholders. If the number of
Directors shall be increased by vote of the Shareholders or the Directors, the
additional Directors authorized by such increase shall be elected by the votes
of a majority of the Directors in office at the time of such increase, or by the
Shareholders of the Corporation. In the event of a conflict between the Board
and
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the Shareholders, the decision by the Shareholders shall prevail. Each director
so elected shall hold office until his/her successor is elected at an annual
meeting of the Shareholders or at a special meeting called for that purpose.
Section 4. Action by Directors Without a Meeting. Any action(s) that may
be taken at a meeting of the Board may be taken without a meeting if authorized
by a writing signed by all of the members of the Board, which document shall be
inserted in the Minute Book of the Corporation.
Section 5. Quorum. A majority of the number of Directors shall constitute
a quorum for the transaction of business. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board. 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 6. Resignations and Removal. Any Director may be removed, without
cause, at any time by the majority vote of the Shareholders.
Section 7. Conduct of Meetings. The Directors may be paid their expenses,
if any, for attendance at each meeting of the Board and may be paid a fixed sum
for attendance at each meeting of the Board or a stated salary as Director. No
such payment shall preclude any Director from serving the Corporation or any
company controlling or controlled by the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE V
NOTICES
Section 1. Written Notices. Written or printed notice stating the place,
day and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be given not less than three (3)
or more than fifty (50) days before the meeting. Notices may be personally
delivered or delivered by mail, telegram, Federal Express, or other reliable
overnight delivery service, by or at the direction of the President, the
Secretary or the officer calling the meeting to each Director, or Shareholder of
record, as the case may be, entitled to vote at such meeting. Such notice shall
be deemed to be given upon the earlier of (a) actual receipt or (b) three (3)
days after deposit with the applicable deliverer addressed to the Director or
Shareholder of record, as the case may be, at the address that appears on the
records of the Corporation, with the postage thereon prepaid.
Section 2. Waivers. Whenever any notice of any meeting for any purpose is
required to be given to any Shareholder or Director under the provisions of the
statutes or of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
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Section 3. Timely and Proper Notice. A Shareholder or Director who attends
meeting shall be deemed to have had timely and proper notice of the meeting,
whether or not a written waiver is signed, unless he/she attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be selected and
removed by the Board in its discretion and shall consist of a President, a
Secretary, and a Treasurer and may include, at the discretion of the Board,
without limitation, a Chairman of the Board, any number of Vice Presidents,
Assistant Secretaries and Assistant Treasurers and such other officers as the
Corporation may require. Each such officer shall hold their respective office
for such period, have such authority, and perform such duties as the Board may
from time to time determine.
Section 2. Authority of Certain Officers. Anything herein to the contrary
notwithstanding, the following described officers shall have the authority set
forth after their respective designation:
a. Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the Shareholders and the Board. Except where, by law, the
signature of the President is required, the Chairman shall possess the same
power as the President to sign all certificates, contracts and other instruments
of this Corporation that may be authorized hereby or by the Board.
b. President. The President shall be the general manager and chief
executive officer of the Corporation and shall have responsibility for, subject
to the control of the Board, general supervision, direction, and control of the
business and affairs of the Corporation. The President shall preside at all
meetings of the Shareholders and at all meetings of the Board. The President
shall have the general powers and duties of management usually vested in the
office of president and general manager of a corporation and such other powers
and duties as may be prescribed by the Board.
c. Vice President. In the absence or disability of the President,
any Vice President so designated by the Board shall perform all the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. All Vice Presidents, if any, shall
have such powers and perform such duties as from time to time may be prescribed
by the Board.
d. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board may order, (i) a
book containing minutes of all meetings of the Shareholders and the Board, and
(ii) a share register or a duplicate share register. The Secretary shall give,
or cause to be given, notice of all the meetings of the Shareholders and of the
Board required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
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e. Treasurer. The Treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation. Such officer shall send or cause to be
sent to the Shareholders such financial statements and reports as are by law or
these Bylaws required to be sent to said Shareholder. The books of account shall
at all times be open to inspection by any director. Such officer shall cause all
moneys and other valuables to be deposited in the name and to the credit of the
Corporation. Such officer shall (i) disburse or cause to be disbursed the funds
of the Corporation as may be ordered by the Board, (ii) render to the President
and the directors, whenever they request it, an account of all transactions and
of the financial condition of the Corporation, and (iii) have such other powers
and perform such other duties as may be prescribed by the Board.
ARTICLE VII
ADMINISTRATOR
Section 1. Appointment. If applicable, the Board or its designee may, for
each facility deemed appropriate by the Board, appoint a chief executive officer
(hereinafter "Administrator") for such facility. In making such appointment, the
Board shall consult with the Governing Board, if any, of the facility. The
Administrator may be an officer of the Corporation and shall be responsible for
the day-to-day management of the respective facility.
Section 2. Responsibilities. The Administrator shall represent the
facility in all aspects of its operations. The Administrator shall make periodic
reports to the Governing Board, if any, but his/her line of authority shall
derive from the Board. The duties of the Administrator shall include but not be
limited to the following:
a. Implementing policies of the Board and the Governing Board as
approved by the Board or its designee, especially those relating to the physical
and financial resources of the facility.
b. Acting as liaison among the Board, Governing Board,
administrative staff and Medical Staff (if any), and between the facility and
the local community.
c. Organizing and managing the facility and its services,
departments and subdivisions, delegation of duties and establishment of formal
means of accountability of subordinates.
d. Taking reasonable steps to the end that the facility complies
with applicable laws, rules and regulations.
e. Reporting to the Governing Board, if any, on the overall
activities of, and developments and inspections affecting, the facility.
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ARTICLE VIII
GOVERNING BOARD
Section 1. Appointment of Governing Board. For each facility deemed
appropriate by the Board of Directors, the Board of Directors or its designee
may appoint a local governing body, to be known as the Governing Board.
Notwithstanding any other provision of these Bylaws, each reference in these
Bylaws to the "Governing Board" shall refer to each respective Governing Board
so appointed by the Board of Directors, and each reference to the "Medical
Staff" shall refer to each respective Medical Staff organized pursuant to the
Governing Board Bylaws.
Section 2. Governing Board Bylaws; Functions and Duties of Governing
Board.
a. The functions, authority and duties of the Governing Board shall
be as directed from time to time by the Board of Directors and as set forth in
the Governing Board Bylaws. The Board of Directors must approve the Governing
Board Bylaws, Medical Staff bylaws, if any, all rules and regulations
established by the Governing Board or Medical Staff and all amendments,
modifications, restatements, replacements and revisions of any thereof. No
provision of the Governing Board Bylaws or any rules and regulations established
by the Governing Board shall have any force or effect unless approved in writing
by the Board of Directors. The Board of Directors, in its sole discretion, at
any time and from time to time may amend or repeal all or any part of the
Governing Board Bylaws, Medical Staff bylaws, if any, any rule and regulations
established by the Governing Board or Medical Staff and all amendments,
modifications, restatements, replacements and revisions of any thereof.
b. The functions, authority and duties of the Governing Board shall
be consistent with the Articles of Incorporation, these Bylaws, applicable laws
and regulations and the standards of the Joint Commission on Accreditation of
Healthcare Organizations ("JCAHO") and any successor or similar organizations
with whose standards a facility is or elects to be governed. Subject to the
foregoing provisions of this Article VIII, the functions, authority and duties
delegated to the Governing Board may include, without limitation, the following,
all in accordance with the Governing Board Bylaws: (i) appointing the Medical
Staff, (ii) granting clinical privileges, (iii) reappointing the Medical Staff
(iv) establishing Medical Staff hearing and appeal procedures and making final
determinations in hearings and appeals conducted pursuant to such procedures,
(v) establishing overall policies for the Governing Board and the operation of
the facility, (vi) establishing procedures for resolving disputes between the
Governing Board and the Medical Staff Executive Committee, (vii) establishing
policies with respect to medical care evaluation, utilization review, peer
review and other matters relating to the quality of care at the facility, (viii)
taking reasonable and necessary steps to comply with applicable laws, rules and
regulations and applicable JCAHO and similar organizations' accreditation
standards, establishing and submitting to the Board of Directors short-term and
long-term plans, including annual capital and operating budgets and a long-range
master plan, to the end that the facility may effectively service its community,
(ix) establishing and reviewing personnel policies, (x) reviewing the quality of
service rendered by hospital-based physicians and other professional service
contractors and (xi) establishing policies, practices and procedures concerning
the Medical Staff's members' observation of all legal and ethical
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principles of their profession. The Governing Board shall have the authority to
incur expenses of individual items than do not exceed limits set by the Board of
Directors from time to time.
Section 3. Composition of Governing Board. The Governing Board shall be
composed as set forth in the Governing Board Bylaws. The appointment of each
member of the Governing Board must be approved in writing by the Board of
Directors. The Board of Directors may remove any member or all members of the
Governing Board at any time, with or without cause, without any prior notice.
ARTICLE IX
OTHER PROVISIONS
Section 1. Checks and Drafts. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board.
Section 2. Execution of Contracts. The Board may authorize any officers or
agent or agents to enter into any contract or execute any instrument in the name
and on behalf of the Corporation. Such authority may be general or confined to
specific instances. Unless so authorized by the Board, no officers, agent,
employee or other person shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit, or to render
it liable for any purpose or amount.
Section 3. Annual Report to Shareholders. Annual reports to the
Shareholders are expressly waived, but nothing herein shall be interpreted as
precluding the issuance of annual or other periodic reports to the Shareholders.
ARTICLE X
INDEMNIFICATION
Section 1. Indemnification of Officers and Directors. Each person who
was or is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he/she,
or a person of whom he/she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action or inaction in an official capacity or in any
other capacity while serving as a director, officer, employee, fiduciary or
agent may in the sole discretion of the Board, be indemnified and held harmless
by the corporation to the fullest extend permitted by the laws of the State, as
the same exist or may hereafter be amended against all costs, charges,
expenses, liabilities and losses (including, without limitation attorneys'
fees, judgments, fines, employee benefit plan excercise taxes or penalties in
connection therewith, and such indemnification, if any, shall continue as to a
person who
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has ceased to be a director, officer, employee, fiduciary or agent and shall
inure to the benefit his/her heirs, executors and administrators; provided,
however that unless otherwise determined by the Board, the Corporation may
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board. The right to indemnification
conferred in this Article X may include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the laws of the State require, the
payment of such expenses incurred by a director or officer in his/her capacity
as a director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to any employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section 10.1 or otherwise.
The Corporation may, by action of the Board, provide indemnification to employee
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
Section 2. Indemnification Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director, officer,
employee, fiduciary or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the laws of
the State.
Section 3. Indemnification Agreements. The Corporation may enter into
agreements with any director, officer, employee, fiduciary or agent of the
Corporation providing for indemnification to the full extent permitted by the
laws of the State.
ARTICLE XI
AMENDMENTS
These Bylaws may be amended or repealed either by the Shareholders or as
otherwise authorized under the laws of the State.
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