EXHIBIT 3.5
BYLAWS OF TEAM HEALTH, INC. DATED JULY 2, 2001
BYLAWS
OF
TEAM HEALTH, INC.
ARTICLE I.
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be located at 1900 Winston Road, Knoxville, Tennessee 37919.
SECTION 2. REGISTERED OFFICE. The registered office of the corporation
is required by law to be maintained in the State of Tennessee may be, but need
not be, identical with the principal office.
SECTION 3. OTHER OFFICES. The corporation may have offices at such
other places, either within or without the State of Tennessee, as the Board of
Directors may designate or as the affairs of the corporation may require from
time to time.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of shareholders shall be
held at the principal office of the corporation, or at such other place, either
within or without the State of Tennessee, as shall be (a) fixed by the
President, the Secretary, or the Board of Directors and designated in the notice
of the meeting or (b) agreed upon by a majority of the shareholders entitled to
vote at the meeting.
SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be
held on such date during the year and at such time as may be designated by the
board of directors and stated in the notice of meeting, for the purpose of
electing directors and transacting such other business as may properly be
brought before the meeting.
SECTION 3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not
be held on the day designated by these bylaws, a substitute annual meeting may
be called in accordance with the provisions of Section 4 of this Article II. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.
SECTION 4. SPECIAL MEETINGS. Special meetings of shareholders may be
called for any purpose or purposes by the board of directors or by holders of at
least twenty-five percent of all the votes entitled to be cast on any issue to
be considered at the proposed special meeting who sign, date and deliver to the
Corporation's secretary one or more written demands for the meeting. Such demand
or demands must describe the purpose or purposes for which the meeting is to be
held. Special meetings of the shareholders may be called by the board of
directors or by such person or persons as may be authorized by the charter or by
the bylaws.
SECTION 5. NOTICE OF MEETINGS. Whenever shareholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by Tennessee law, the written notice of any
meeting shall be given not less than ten days nor more than two months before
the date of the meeting to each shareholder entitled to vote at such meeting. If
mailed, notice is give when deposited in the United States mail, postage
prepaid, directed to the shareholder at his address as it appears on the records
of the Corporation. When a meeting is adjourned to another time or 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 at which the adjournment is
taken. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjournment meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
SECTION 6. WAIVER OF NOTICE. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder, and delivered to the corporation for inclusion in the minutes
or filing with the corporate records. A shareholders' attendance, in person or
by proxy, at a meeting (a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder or his proxy at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting, and (b) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder or his proxy objects to considering the matter
before it is voted upon.
2
SECTION 7. SHAREHOLDERS' LIST. Before each meeting of shareholders, the
Secretary of the corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting or any adjournment thereof. The
list shall be arranged by voting group (and within each voting group by class or
series of shares) and show the address of any number of shares held by each
shareholder. The list shall be kept on file at the principal office of the
corporation, or a place identified in the meeting notice in the city where the
meeting will be held, for the period beginning two business days after notice of
the meeting is given and continuing through the meeting, and shall be available
for inspection by any shareholder, his agent or attorney, or at any time during
regular business hours. The list shall also be available at the meeting and
shall be subject to inspection by any shareholder, his agent or attorney, at any
time during the meeting or any adjournment thereof.
SECTION 8. VOTING GROUP. All shares of one or more classes or series
that under the articles of incorporation or the Tennessee Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of the shareholders constitute a voting group. All shares entitled by
the articles of incorporation or the Tennessee Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the articles of incorporation or specifically required
by law.
SECTION 9. QUORUM. Share entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares
exists. A majority of the votes entitled to be case on the matter by the voting
group represented in person or by proxy, shall constitute a quorum of that
voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by a vote of the
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 5 of this Article II, at any adjourned meeting any
business may be transacted which might have been transacted at the original
meeting if a quorum exists with respect to the matter proposed.
SECTION 10. PROXIES. Shares may be voted either in person or by one or
more proxies authorized by a written appointment executed by the shareholder or
by his duly authorized attorney in fact. A proxy is valid for eleven (11) months
from the date of its execution, unless the person executing it specifies therein
a different period for which it is to continue in force.
3
SECTION 11. VOTING OF SHARES. Subject to the provisions of the articles
of incorporation and Section 3 of Article III, if applicable, each outstanding
share entitled to vote shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders.
Except in the election of directors as governed by the provisions of
Section 3 of Article III, if a quorum exists, action on a matter by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless a greater vote is required by
law, the articles of incorporation or these bylaws.
Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, ay another
corporation in which the corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action that is
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders who would be entitled to vote upon
such action at a meeting, and delivered to the corporation for inclusion in the
minutes or filing with corporate records.
If the corporation is required by law to give notice to nonvoting
shareholders of action to be taken by unanimous written consent of the voting
shareholders, then the corporation shall given the nonvoting shareholders, if
any, written notice of the proposed action at least ten days before the action
is taken.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of its Board of Directors.
SECTION 2. NUMBER AND QUALIFICATIONS. The number of Directors shall be
fixed from time to time by either the Shareholders or by the Board of Directors.
Directors need not be residents of the State of Tennessee or shareholders of the
corporation.
4
SECTION 3. ELECTION OF DIRECTORS. Except as provided in Section 6 of
this Article III, the directors shall be elected at the annual meeting of
shareholders. Those persons who receive the highest number of votes at a meeting
at which a quorum is present shall be deemed to have been elected.
SECTION 4. TERM OF DIRECTORS. Each initial director shall hold office
until the first shareholders' meeting at which directors are elected, or until
such director's death, resignation, or removal. The term of every other director
shall expire at the next annual shareholders' meeting following the director's
election or upon such director's death, resignation, or removal. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. A decrease in the number of directors does not
shorten an incumbent director's term. Despite the expiration of a director's
term, such director shall continue to serve until a successor shall be elected
and qualifies or until there is a decrease in the number of directors.
SECTION 5. REMOVAL. Any director may be removed at any time with or
without cause by a vote of the shareholders if the number of votes cast to
remove such director exceeds the number of votes cast not to remove him. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. A director may not
be removed by the shareholders at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director. If any directors are so removed, new directors may be elected at
the same meeting. The entire board of directors may be removed, with or without
cause, by a majority of the votes entitled to be cast at any election of
directors, notwithstanding that the corporation has cumulative voting.
SECTION 6. VACANCIES. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from failure by the shareholders to elect the full authorized
number of directors, may be filled by the shareholders or by the Board of
Directors, whichever group shall act first. If the directors remaining in office
do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors. If the vacant office
was held by a director elected by a voting group, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.
SECTION 7. CHAIRMAN OF THE BOARD. There may be a Chairman of the Board
of Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
SECTION 8. COMPENSATION. The Board of Directors may compensate
directors for their services as such and may provide for the payment or
reimbursement of any or all expenses incurred by directors in connection with
such services.
5
SECTION 9. INDEMNIFICATION OF DIRECTORS. Any director who was or is
involved or is threatened to be involved, as a party or otherwise, in any
threatened, pending, or complete action, suit, or proceeding, including any
appeal relating thereto, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director of the corporation, shall be
indemnified by the corporation against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suite, or proceeding or the
defense thereof, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal act or proceeding, had no reasonable cause to
believe his conduct was unlawful.
ARTICLE IV.
MEETINGS OF DIRECTORS
SECTION 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of Tennessee,
for the holding of additional regular meetings.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, the
President or by any two (2) directors. Such a meeting may be held either within
or without the State of Tennessee, as fixed by the person or persons calling the
meeting.
SECTION 3. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice. The person or persons calling a special
meeting of the Board of Directors shall, at least ten (10) days before the
meeting, give notice thereof by any usual means of communication. Such notice
need not specify the purpose for which the meeting is called. Any duly convened
regular or special meeting may be adjourned by the directors to a later time
without further notice.
SECTION 4. WAIVER OF NOTICE. Any director may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the director entitled to the notice, and delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A director's
attendance at or participation in a meeting waives any required notice of such
meeting unless the director at the beginning of the meeting, or promptly upon
arrival, objects to holding the meeting or to transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.
6
SECTION 5. QUORUM. Unless the articles of incorporation or these by
laws provide otherwise, a majority of the number of directors fixed by or
pursuant to these bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
SECTION 6. MANNER OF ACTING. Except as otherwise provided in the
Articles of Incorporation or these bylaws, including Section 9 of this Article
IV, the affirmative vote 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.
SECTION 7. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or a committee of the Board of
Directors when action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (a) he objects at the beginning of the
meeting, or promptly upon his arrival, to holding it or to transacting business
at the meeting or (b) his dissent or abstention is entered in the minutes of the
meeting or (c) he files his written notice of dissent or abstention with the
presiding officer of the meeting before its adjournment or with the corporation
immediately after the adjournment of the meeting. Such right to dissent or
abstention shall not apply to a director who votes in favor of such action.
SECTION 8. ACTION WITHOUT MEETING. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting of
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.
SECTION 9. COMMITTEES OF THE BOARD. The Board of Directors may create
an Executive Committee and other committees of the board and appoint members of
the Board of Directors to serve on them. The creation of a committee of the
board and appointment of members to it must be approved by the greater of (a) a
majority of the number of directors in office when the action is taken or (b)
the number of directors required to take action pursuant to Section 6 of this
Article IV. Each committee of the board must have two or more members and, to
the extent authorized by law and specified by the Board of Directors, shall have
and may exercise all of the authority of the Board of Directors in the
management of the corporation. Each committee member serves at the pleasure of
the Board of Directors. The provisions in these bylaws governing meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors apply to committees of the board
established under this section.
7
ARTICLE V.
OFFICERS
SECTION 1. OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer, and such
Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers
as the Board of Directors may from time to time elect. Any two or more offices
may be held by the same person, but no officer may act in more than one capacity
where action of two or more officers is required.
SECTION 2. APPOINTMENT AND TERM. The officers of the corporation shall
be appointed by the Board of Directors or by a duly appointed officer authorized
by the Board of Directors to appoint one or more officers or assistant officers.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor shall have been appointed.
SECTION 3. COMPENSATION OF OFFICERS. The compensation of all officers
of the corporation shall be fixed by or under the authority of the Board of
Directors and no officer shall serve the corporation in any other capacity and
receive compensation therefor unless such additional compensation be authorized
by the Board of Directors. The appointment of an officer does not itself create
contract rights.
SECTION 4. REMOVAL. Any officer may be removed by the Board at any time
with or without cause; but such removal shall not affect the officer's contract
rights, if any, with the corporation.
SECTION 5. RESIGNATION. An officer may resign at any time by
communicating his resignation to the corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.
SECTION 6. BONDS. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.
SECTION 7. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and
8
execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general he shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
SECTION 8. VICE-PRESIDENTS. In the absence of the President or in the
event of his death, inability, or refusal to act, the Vice-Presidents in the
order of their length of service as Vice-Presidents, unless otherwise determined
by the Board of Directors, shall perform 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. Any Vice-President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation; and shall
perform such other duties as from time to time may be prescribed by the
President or Board of Directors.
SECTION 9. SECRETARY. The Secretary shall: (a) keep the minutes of the
meetings of shareholders, of the Board of Directors, and of all committees in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law;
(c) maintain and authenticate corporate records and be custodian of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) sign with the President or a Vice-President, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors, (e) maintain and have general charge of
the stock transfer books of the corporation; (f) keep or cause to be kept a
record of the corporation's shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each, and prepare or
cause to be prepared voting lists prior to each general meeting of shareholders
as required by law; (g) attest the signature or certify the incumbency or
signature of any officer of the corporation; and (h) 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 by the President or by the Board of Directors.
SECTION 10. ASSISTANT SECRETARIES. In the absence of the Secretary or
in the event of his death, inability, or refusal to act, the Assistant
Secretaries in the order of their length of service as Assistant Secretary,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Secretary, and when so acting shall have all the powers of an be subject
to all the restrictions upon the Secretary. They shall perform such other duties
as may be prescribed by the Secretary, by the President, or by the Board of
Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the corporation.
SECTION 11. TREASURER. The Treasurer shall: (a) have charge and custody
of an be responsible for all funds and securities of the corporation; receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section 4
of Article VI of these bylaws; (b) maintain appropriate accounting records as
required by law; (c) prepare, or cause to be prepared, annual financial
statements of the corporation that include a balance sheet as of the end of the
fiscal year and an income and cash flow
9
statement for that year, which statement, or a written notice of their
availability, shall be mailed to each shareholder within one-hundred twenty
(120) days after the end of such fiscal year; and (d) in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be prescribed by the President or by the Board of Directors.
SECTION 12. ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his death, inability, or refusal to act, the Assistant Treasurers
in the order of their length of service as Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Treasurer. They shall perform such other duties as may be
prescribed to them by the Treasurer, by the President, or by the Board of
Directors.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 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 an on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. CHECKS AND DRAFTS. All checks, drafts, or other orders for
the payment of money, 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 the Board of Directors.
SECTION 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 depositories as may be selected by or under the authority of the Board
of Directors.
10
ARTICLE VII.
SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The Board of Directors may
authorize the issuance of some or all of the shares of the corporation's classes
or series without issuing certificates to represent such shares. If shares are
presented by certificates, the certificates shall be in such form as required by
law and as determined by the Board of Directors. Certificates shall be signed,
either manually or in facsimile, by the President or a Vice-President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All
certificates for shares shall be consecutively numbered or otherwise identified
and entered into the stock transfer books of the corporation. When shares are
represented by certificates, the corporation shall issue and deliver, to each
shareholder to whom such shares have been issued or transferred, certificates
representing the shares owned by him. When shares are not represented by
certificates, then within a reasonable time after the issuance or transfer of
such shares, the corporation shall send the shareholder to whom such shares have
been issued or transferred a written statement of the information required by
law to be on certificates.
SECTION 2. STOCK TRANSFER BOOKS. The corporation shall keep a book or
set of books, to be known as the stock transfer books of the corporation,
containing the name of each shareholder of record, together with such
shareholder's address and the number and class or series of shares held by him.
Transfers of shares of the corporation shall be made only on the stock transfer
books of the corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney authorized to effect such transfer by power of attorney duly
executed and filed with the Secretary, and on surrender for cancellation of the
certificate for such shares (if the shares are represented by certificates).
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate of stock to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum and with such
surety or other security as the Board may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate claimed
to have been lost or destroyed, except where the Board of Directors by
resolution finds that in the judgment of the directors the circumstances justify
omission of a bond.
SECTION 4. FIXING RECORD DATE. The Board of Directors may fix a future
date as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action. Such record date may not be more
than seventy (70) days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
11
If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day before the first notice of the
meeting is delivered to shareholders shall be the record date for such
determination of shareholders.
The Board of Directors may fix a date as the record date for
determining shareholders entitled to a distribution or share dividend. If no
record date is fixed by the Board of Directors for such determination, it is the
date the Board of Directors authorizes the distribution or share dividend.
SECTION 5. HOLDER OF RECORD. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote, and to otherwise exercise the
rights, powers, and privileges of ownership of such shares.
SECTION 6. SHARES HELD BY NOMINEES. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes if the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (a) the name, address, and taxpayer identification number of the
nominee, (b) the name, address, and taxpayer identification number of the
beneficial owner; (c) the number and class or series of shares registered in the
name of the nominee as to which the beneficial owner shall be recognized as the
shareholder; and (d) the purposes for which the beneficial owner shall be
recognized as the shareholder.
The purpose for which the corporation shall recognize the beneficial
owner as the shareholder may include the following: (a) receiving notice of,
voting at, and otherwise participating in shareholders' meetings; (b) executing
consents with respect to the shares; (c) exercising dissenters' rights under
Article 13 of the Business Corporation Act; (d) receiving distributions and
share dividends with respect to the shares; (e) exercising inspection rights;
(f) receiving reports, financial statements, proxy statements, and other
communications from the corporation; (g) making any demand upon the corporation
required or permitted by law: and (h) exercising any other rights or receiving
any other benefits of a shareholder with respect to the shares.
The certificate shall be effective ten (10) business days after its
receipt by the corporation and until it is changed by the nominee, unless the
certificate specifies a later effective time or an earlier termination date.
If the certificate affects less than all of the shares registered in
the name of the nominee, the corporation may required the shares affected by the
certificate to be registered separately on the books of the corporation and be
represented by a share certificate
12
that bears a conspicuous legend stating that there is a nominee certificate in
effect with respect to the shares represented by that share certificate.
ARTICLE VIII.
INDEMNIFICATION
Any person who at any time serves or has served as a director, officer
or corporate officer of the corporation, or who serves or has served, at the
request of the corporation, as a director, officer, corporate officer, partner,
trustee, employee, or agent of an affiliated corporation, partnership, joint
venture, trust, or other enterprise, or as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the corporation
to the fullest extent permitted by law against (a) reasonable expenses,
including attorneys' fees, incurred by him in connection with any threatened,
pending, or completed civil, criminal, administrative, investigative, or
arbitrative action, suit, or proceeding (and any appeal therein), whether or not
brought by or on behalf of the corporation, seeking to hold him liable by reason
of the fact that he is or was acting in such capacity, and (b) reasonable
payments made by him in satisfaction of any judgment, money decree, fine
(including an excise tax assessed with respect to an employee benefit plan),
penalty, or settlement for which he may have become liable in any such action,
suit, or proceeding.
The Board of Directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including, without limitation, making a
determination that indemnification is permissible in the circumstances and a
good faith evaluation of the manner in which the claimant for indemnity acted
and of the reasonable amount of indemnity due him. The Board of Directors may
appoint a committee or special counsel to make such determination and
evaluation. To the extent needed, the Board shall give notice to, and obtain
approval by, the shareholders of the corporation for any decision to indemnify.
Any person who at any time after the adoption of this bylaw serves or
has served in the aforesaid capacity for or on behalf of the corporation shall
be deemed to be doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Such right shall inure to the
benefit of the legal representatives of any such person and shall not be
exclusive of any other right to which such person may be entitled apart from the
provision of this bylaw.
13
ARTICLE IX.
GENERAL PROVISIONS
SECTION 1. DISTRIBUTIONS. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.
SECTION 2. SEAL. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed or affixed on the
margin hereof, is hereby adopted as the corporate seal of the corporation.
SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by the Board of Directors.
SECTION 4. AMENDMENTS. Except as otherwise provided in the articles of
incorporation or by law, these bylaws may be amended or repealed and new bylaws
may be adopted by the Board of Directors.
No bylaw adopted, amended, or repealed by the shareholders shall be
readopted, amended, or repealed by the Board of Directors, unless the articles
of incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend, or repeal that particular bylaw or the bylaws
generally.
SECTION 5. DEFINITIONS. Unless the context otherwise requires, terms
used in these bylaws shall have the meanings assigned to them in the Tennessee
Business Corporation Act to the extent defined therein.
I, Michael L. Hatcher, do hereby certify that I am the duly elected and
qualified Secretary of Team Health, Inc., a corporation organized under the laws
of the State of Tennessee, and that the foregoing is a true and correct copy of
the bylaws adopted by a meeting or by joint resolution of the Board of Directors
thereof, convened and held in accordance with law and the Articles of Amendment
to the Articles of Incorporation of said corporation on the 11th day of March,
1999.
IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused
the corporate seal of said corporation to be hereunto affixed as of the 2nd day
of July, 2001.
/s/ Michael L. Hatcher
-----------------------
Secretary
14