EXHIBIT 3.24
BY-LAWS
OF
NDDC, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation
in the State of Texas shall be located at 807 Brazos, Austin, Texas 78701. The
name of the corporation's registered agent at such address shall be The
Prentice-Hall Corporation System, Inc.. The registered office and/or registered
agent of the corporation may be changed from time to time by action of the board
of directors.
Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Texas, as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place and Time of Meetings. An annual meeting of the
shareholders shall be held each calendar year on such date and at such time and
place as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice of
such meeting. The purpose of the meeting shall be to elect Directors and to
conduct such other proper business as may come before the meeting.
Section 2. Special Meetings. Special meetings of shareholders may be
called for any purpose and may be held at such time and place, within or without
the State of Texas, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof. Such meetings may be called at any time by
the board of directors or the president.
Section 3. Place of Meetings. The board of directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal executive office of the corporation.
Section 4. Notice. Whenever shareholders are required or permitted to
take action at a
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meeting, written or printed notice stating the place, date, time, and, in the
case of special meetings, the purpose or purposes, of such meeting, shall be
given to each shareholder entitled to vote at such meeting not less than 10 nor
more than 60 days before the date of the meeting. All such notices shall be
delivered, either personally or by mail, by or at the direction of the board of
directors, the president or the secretary, and if mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his, her or its address as the same
appears on the records of the corporation. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends 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 5. Shareholders List. The officer having charge of the stock
ledger of the corporation shall make, at least 10 days before every meeting of
the shareholders, a complete list of the shareholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each shareholder
and the number of shares registered in the name of each shareholder. Such list
shall be open to the examination of any shareholder, for any purpose germane to
the meeting; during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.
Section 6. Quorum. The holders of a majority of the outstanding shares
of capital stock, present in person or represented by proxy, shall constitute a
quorum at all meetings of the shareholders, except as otherwise provided by
statute or by the certificate of incorporation. If a quorum is not present, the
holders of a majority of the shares present in person or represented by proxy at
the meeting, and entitled to vote at the meeting, may adjourn the meeting to
another time and/or place.
Section 7. Adjourned Meetings. When a meeting is adjourned to another
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting.
Section 8. Vote Required. When a quorum is present, the affirmative vote
of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the question is one
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upon which by express provisions of an applicable law or of the certificate of
incorporation or of these by-laws a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 9. Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Texas or by the certificate of incorporation of
the corporation or any amendments thereto and subject to Section 3 of Article VI
hereof, every shareholder shall at every meeting of the shareholders be entitled
to one vote in person or by proxy for each share of common stock held by such
shareholder.
Section 10. Proxies. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
Section 11. Action by Written Consent. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of shareholders of the corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken and bearing the dates of
signature of the shareholders who signed the consent or consents, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
the state of Texas, or the corporation's principal place of business, or an
officer or agent of the corporation having custody of the book or books in which
proceedings of meetings of the shareholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. All consents properly delivered in accordance
with this section shall be deemed to be recorded when so delivered. No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation as required by this section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so recorded.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders who have not
consented in writing. Any action taken pursuant to such written consent or
consents Of the shareholders shall have the same force and effect as if taken by
the shareholders at a meeting thereof.
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ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors.
Section 2. Number, Election and Term of Office. The number of directors
shall be not less than two (2) nor more than seven (7). The exact number of
directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors and at least
one director from each class of directors. The directors shall be divided into
three classes as nearly equal in number as possible, with the term of office of
the first class to expire at the first Annual Meeting of Shareholders held after
the initial election of the directors in such class, the term of office of the
second class to expire at the second Annual Meeting of Shareholders held after
the initial election of the directors in such class and the term of office of
the third class to expire at the third Annual Meeting of Shareholders after the
initial election of the directors in such class. At each Annual Meeting of
Shareholders after such initial classification and election, directors elected
to succeed those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding Annual Meeting of Shareholders after
their election. A nominee to be a director of the Corporation may be elected
only by the affirmative vote of more than fifty percent (50%) of the
Corporation's outstanding shares entitled to vote for the election of directors.
Section 3. Removal and Resignation. Any director or the entire Board of
Directors may be removed only for cause. Any director may resign at any time
upon written notice to the Corporation.
Section 4. Vacancies. Subject to the rights of the holders of any series
of Preferred Stock then outstanding pursuant to the Corporation's Certificate of
Incorporation, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, although less than a quorum, or by a sole remaining director.
Directors chosen pursuant to any of the foregoing provisions shall hold office
for a term expiring at the Annual Meeting of Shareholders at which the term of
the class to which they have been elected expires and until their successors are
duly elected and have qualified or until their earlier resignation or removal.
Additional directorships resulting from an increase in the number of directors
pursuant to Section 2 of this Article III shall be apportioned among the three
terms of directors as equally as possible. No decrease in the number of
directors constituting the board shall shorten the term of any incumbent
director.
Section 5. Annual Meetings. An annual meeting of the Board of Directors
shall be the first
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scheduled meeting of the Board of Directors following the annual meeting of the
shareholders. The meeting shall be on such date and at such time and place as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. The purpose of the meeting shall be to conduct such proper business as
may come before the meeting.
Section 6. Other Meetings and Notice. Regular meetings, other than the
annual meeting, of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the board of directors may be called by or at the
request of the president on at least 24 hours notice to each director, either
personally, by telephone, by mail, or by telegraph;, in like manner and on like
notice the president must call a special meeting on the written request of at
least a majority of the directors.
Section 7. Quorum. Required Vote and Adjournment. A majority of the
total number of directors then in office shall constitute a quorum for the
transaction of business, provided, that in no event shall a quorum consist of
less than one third of the total number of directors established by the
shareholders pursuant to Section 2 of this Article III. The vote of a majority
of directors present at a meeting at which a quorum is present shall be the act
of the board of directors, unless the question is one upon which by express
provisions of an applicable law or of the certificate of incorporation or these
by-laws a different vote is required, in which case such express provision shall
govern and control the decision of such question. Any director may authorize
another person or persons to act for him or her by proxy and such proxy shall
count for purposes of determining a quorum and for voting, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. If a quorum shall not be present at any meeting of
the board of directors, 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 8. Committees. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which
to the extent provided in such resolution or these by-laws shall have and may
exercise the powers of the board of directors in the management and affairs of
the corporation except as otherwise limited by law. 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. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and report the same to the board of
directors when required.
Section 9. Committee Rules. Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the board of
directors designating such committee. In the event
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that a member and that member's alternate, if alternates are designated by the
board of directors as provided in Section 8 of this Article III, of such
committee is or are absent or disqualified, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in place of any such absent or
disqualified member.
Section 10. Communications Equipment. Members of the board of directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in the meeting pursuant to this section shall
constitute presence in person at the meeting.
Section 11. Waiver of Notice and Presumption of Assent. Any member of
the board of directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends 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. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.
Section 12. Action by Written Consent. Unless otherwise restricted by
the certificate of incorporation, any action required or permitted to be taken
at any meeting of the board of directors, or of any committee thereof, may be
taken without a meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be elected by
the board of directors and may consist of a chairman of the board, a president,
one or more vice-presidents, a secretary, a treasurer, and such other officers
and assistant officers as may be deemed necessary or desirable by the board of
directors. Any number of offices may be held by the same person. In its
discretion, the board of directors may choose not to fill any office for any
period as it may deem advisable.
Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the board of directors at its first meeting held
after each annual meeting of shareholders or as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any meeting
of the board of directors. Each officer shall hold office until a successor is
duly elected and qualified or until his or her earlier death, resignation or
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removal as hereinafter provided.
Section 3. Removal. Any officer or agent elected by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term by the board of
directors then in office.
Section 5. Compensation. Compensation of all officers shall be fixed by
the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a director of the corporation.
Section 6. Chairman of the Board and Chief Executive Officer. The
chairman of the board shall be the chief executive officer of the corporation,
and shall have the powers and perform the duties incident to that position.
Subject to the powers of the board of directors, he or she shall be in the
general and active charge of the entire business and affairs of the corporation,
and shall be its chief policy making officer. He or she shall preside at all
meetings of the board of directors and shareholders and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or provided in these by-laws. Whenever the president is unable to
serve, by reason of sickness, absence or otherwise, the chairman of the board
shall perform all the duties and responsibilities and exercise all the powers of
the president.
Section 7. The President. The president shall, subject to the powers of
the board of directors and the chairman of the board, have general charge of the
business, affairs and property of the corporation, and control over its
officers, agents and employees; and shall see that all orders and resolutions of
the board of directors are carried into effect. The president shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. The president shall have such other powers and perform such
other duties as may be prescribed by the chairman of the board or the board of
directors or as may be provided in these by-laws.
Section 8. Chief Operating Officer. The chief operating officer of the
corporation, subject to the powers of the board of directors, shall have general
and active management of the business of the corporation; and shall see that all
orders and resolutions of the board of directors are carried into effect. The
chief operating officer shall have such other powers and perform such other
duties as may be prescribed by the chairman of the board., the chief executive
officer or the board of directors or as may be provided in these by-laws.
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WRITTEN CONSENT
OF THE
SOLE STOCKHOLDER
OF
NDDC, INC.
(a Texas corporation)
IN LIEU OF A MEETING
October 16, 2001
The undersigned, being the sole stockholder of NDDC, INC., a Texas corporation
(the "Company"), pursuant to the provisions of Article 9.10(A) of the Texas
Business Corporation Act, hereby consents to the taking of the following actions
by written consent in lieu of a meeting and hereby consents to, adopts and
approves the following resolutions and each and every action effected thereby:
AMENDMENT TO THE BYLAWS
WHEREAS, the sole stockholder of the Company has deemed it advisable, and in the
best interests of the Company, to amend (the "Amendment") the By-Laws (the
"By-Laws") of the Company to change the number of directors required to be on
the board of directors of the Company;
NOW, THEREFORE, BE IT RESOLVED, that the By-Laws shall be amended to restate, in
its entirety, the first sentence of Article III, Section 2 to state the
following: "The number of directors shall be not less than one (1) nor more than
seven (7)."
RESOLVED FURTHER, that the proper officers of the Company are and each of them
hereby is authorized and directed, in the name and on behalf of the Company, to
execute and deliver the Amendment, with such nonmaterial changes or amendments
thereto as such officer or officers deem necessary or appropriate; and
RESOLVED FURTHER, that all acts and things heretofore done by any such officers,
or by any other employees or agents of the Company, on or prior to the date
hereof, in connection with the transactions contemplated by the foregoing
resolutions hereby are, in all aspects, ratified, confirmed, approved and
adopted as acts on behalf of the Company.
IN WITNESS WHEREOF, the undersigned sole stockholder of the Company has executed
this Written Consent as of the date first above written.
MAXUM HEALTH SERVICES CORP.
By: /s/ MARILYN U. MacNIVEN-YOUNG
----------------------------------
Marilyn U. MacNiven-Young,
Executive Vice President
NDDC, INC.
CERTIFICATE OF SECRETARY
I, Marilyn U. MacNiven-Young, do hereby certify that: (i) I am the duly
elected and acting Secretary of NDDC, Inc., a Texas corporation (the "Company");
and (ii) Amendment No. 1 to the Bylaws ("Bylaws") of the Company attached hereto
as Exhibit A, constitutes part of the Bylaws of the Company as duly adopted by
the Sole Stockholder of the Company on October 16, 2001.
WITNESS my hand this 16th day of October, 2001.
/s/ MARILYN U. MacNIVEN-YOUNG
---------------------------------------
Marilyn U. MacNiven-Young, Secretary
EXHIBIT A
AMENDMENT NO. 1 TO THE
BY-LAWS OF
NDDC, INC.
A TEXAS CORPORATION
ADOPTED BY THE SOLE STOCKHOLDER ON OCTOBER 16, 2001
The first sentence of Article III, Section 2 of the By-laws of NDDC,
Inc. is amended in its entirety as follows:
"The number of directors shall be not less than one (1) nor more than
seven (7)"