EXHIBIT 3.7
BYLAWS OF ACCESS NURSE PM, INC.
BYLAWS
OF
ACCESS NURSE PM, INC.
ARTICLE I
SHAREHOLDERS AND SHAREHOLDER MEETINGS
1. Annual Meeting. The annual meeting of the shareholders of
Access Nurse PM, Inc. (the "Corporation"), shall be held at such time and place,
either within or without the State of Utah, as may be designated from time to
time by the directors.
2. Special Meetings. Special meetings of the shareholders may be
called by the President, a majority of the Board of Directors (the "Board"), or
by the holders of not less than ten percent (10%) of all the shares entitled to
vote at such meeting. The place of such meetings shall be designated by the
shareholders.
3. Notice of Shareholder Meetings. Written notice stating the
date, time, and place of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered either
personally or by mail, by or at the direction of the President, Secretary,
officer, or person calling the meeting, to each shareholder entitled to vote at
the meeting. Such notice shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, and shall be deemed to be
delivered when deposited in the United States mail postpaid and correctly
addressed (if mailed), or upon actual receipt (if hand-delivered). The person
giving such notice shall certify that the notice required by this paragraph has
been given.
4. Quorum Requirements. A majority of the shares entitled to vote
shall constitute a quorum for the transaction of business. Once a share is
represented for any purpose at a meeting, it shall be 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.
5. Voting and Proxies. If a quorum exists, action on a matter
(other than the election of directors) shall be approved if the votes favoring
the action exceed the votes opposing the action. A shareholder may vote his or
her shares either in person or by written proxy, which proxy is effective when
received by the Secretary or other person authorized to tabulate votes. No proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy. To the extent a shareholder
agreement requires a shareholder to vote his or her shares in a certain manner,
those shares will be deemed to have been voted in the manner required.
6. List of Shareholders. The officer who has charge of the stock
ledger of the Corporation shall maintain for inspection by the shareholders at
least ten (10) days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, showing the number of shares
registered in the name of each shareholder. Such list shall be available for
examination by any shareholder, for any purpose germane to the meeting, during
ordinary business hours, beginning on the earlier of ten (10) days before the
meeting for which the list was prepared or two (2) business days after notice of
the meeting is given and continuing through the meeting and any meeting
adjournments, at the Corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held. In addition, at
the time and place of the meeting itself, such shareholder list may be inspected
by any
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shareholder who is present provided the shareholder has requested, at
least one (1) day prior to the meeting, that the officer have this information
available at the meeting.
ARTICLE II
BOARD OF DIRECTORS
1. Qualification and Election. Directors need not be shareholders
of the Corporation nor residents of the State of Utah. Directors shall be
elected by a plurality of the votes cast by shares entitled to vote in the
election of directors at a meeting at which a quorum is present. Each director
shall hold office until the expiration of the term for which the director is
elected, and thereafter until his or her successor has been elected and
qualified.
2. Number. The number of directors shall be fixed from time to
time by either the shareholders or the Board, but shall never be less than the
number required by law.
3. Meetings. The annual meeting of the Board shall be held at
such time and place, either within or without the State of Utah, as may be
designated from time to time by the Board. These meetings may be either in
person or by conference call. Special meetings may be called at any time by the
chairman of the Board, President, or any two (2) directors.
4. Notice of Directors' Meetings. All regular Board meetings may
be held without notice. Special meetings shall be preceded by at least two (2)
days notice of the date, time, and place of the meeting. Notice of an adjourned
meeting need not be given if the time and place to which the meeting is
adjourned are fixed at the meeting at which the adjournment is taken, and if the
period of adjournment does not exceed one (1) month in any one adjournment.
5. Quorum and Vote. The presence of a majority of the directors
at a meeting shall constitute a quorum for the transaction of business. The vote
of a majority of the directors shall be the act of the Board.
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6. Board Committees. The Board, by a resolution adopted by a
majority of its members, may create one or more committees, consisting of one or
more directors, and may delegate to such committee or committees any and all
such authority as is permitted by law.
ARTICLE III
OFFICERS
1. Number. The Corporation shall have a President and a
Secretary, and such other officers as the Board shall from time to time deem
necessary. Any two or more offices may be held by the same person.
2. Election and Term. The officers shall be elected by the Board.
Each officer shall serve at the pleasure of the Board until such officer's
resignation or removal.
3. Duties. All officers shall have such authority and perform
such duties in the management of the Corporation as are normally incident to
their offices and as the Board may from time to time provide.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time
by giving written notice to the chairman of the Board, the President or the
Secretary. Any such resignation shall take effect at the time specified therein,
or, if no time is specified, then upon its delivery.
2. Removal of Officers. Any officer or agent may be removed by
the Board at any time with or without cause.
3. Removal of Directors. Any or all of the directors may be
removed either with or without cause by a proper vote of the shareholders.
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4. Vacancies. Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in any office or
directorship for any reason, including the removal of an officer or director,
may be filled by the vote of a majority of the directors then in office, even if
less than a quorum exists.
ARTICLE V
CAPITAL STOCK
1. Stock Certificates. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the Corporation in such form as
required by law and as may be prescribed by the Board. Unless otherwise decided
by the Board, such certificates shall be signed by the President and the
Secretary of the Corporation.
2. Transfer of Shares. Shares of stock may be transferred on the
books of the Corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions on transfer imposed by law or any
shareholder agreement or stock transfer restriction agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the Board shall prescribe.
ARTICLE VI
ACTION BY WRITTEN CONSENT
Whenever the shareholders or directors are required or permitted to
take any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon. The affirmative vote of
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the number of shares or directors that would be necessary to take such action at
a meeting shall be the act of the shareholders or directors, as the case may be.
ARTICLE VII
WAIVER OF NOTICE
Whenever a notice is required to be given under Utah law or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders, directors, or members of a committee of directors needs to
be specified in any written waiver of notice.
ARTICLE VIII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed either by the
shareholders or the Board as provided by statute. Any change in the bylaws made
by the Board, however, may be amended or repealed by the shareholders.
CERTIFICATION
I certify that these bylaws for the Corporation were duly adopted
effective as of the 7th day of June, 2000.
/s/ Michael L. Hatcher
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Michael L. Hatcher, Secretary
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