Exhibit 3.38
BYLAWS
OF
INSIGHT IMAGING SERVICES CORP.
1. MEETINGS OF STOCKHOLDERS.
1.1 Annual Meeting. The annual meeting of stockholders shall be
held on the 15th of May in each year, or as soon thereafter as practicable, and
shall be held at a place and time determined by the board of directors (the
"Board").
1.2 Special Meetings. Special meetings of the stockholders may be
called by resolution of the Board or by the chairman of the Board or the
president and shall be called by the president or secretary upon the written
request (stating the purpose or purposes of the meeting) of a majority of the
directors then in office or of the holders of 25 % of the outstanding shares
entitled to vote. Only business related to the purposes set forth in the notice
of the meeting may be transacted at a special meeting.
1.3 Place and Time of Meetings. Meetings of the stockholders may
be held in or outside Delaware at the place and time specified by the Board or
the directors or stockholders requesting the meeting.
1.4 Notice of Meetings; Waiver of Notice. Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these bylaws or by law. Each notice of a meeting shall be
given, personally or by mail, not less than 5 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. If mailed, notice shall be considered
given when mailed to a stockholder at his address on the corporation's records.
The attendance of any stockholder at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully called or convened,
shall constitute a waiver of notice by such stockholder.
1.5 Quorum. At any meeting of stockholders, the presence in person
or by proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum a majority in voting interest of those present or, if no stockholders are
present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, if adjournment is for more than
thirty days or if, after the adjournment, a new record date is fixed for the
meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.
1.6 Voting; Proxies. Each stockholder of record shall be entitled
to one vote for every share registered in such stockholder's name. Corporate
action to be taken by stockholder vote, including the election of directors,
shall be authorized by a majority of the votes cast at a meeting of
stockholders, except as otherwise provided by law or by Section 1.8 of these
bylaws. Directors shall be elected in the manner provided in Section 2.1 of
these bylaws. Voting need not be by ballot unless requested by a stockholder at
the meeting or ordered by the chairman of the meeting; however, all elections of
directors shall be by written ballot, unless otherwise provided in the
certificate of incorporation. Each stockholder entitled to vote at any meeting
of stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for such
stockholder by proxy. Every proxy must be signed by the stockholder or such
stockholder's attorney-in-fact. No proxy shall be valid after three years from
its date unless it provides otherwise.
1.7 List of Stockholders. Not less than 10 days prior to the date
of any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.
1.8 Action by Consent Without a Meeting. Any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, 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 voting. Prompt notice of the taking of any such
action shall be given to those stockholders who did not consent in writing.
2. BOARD OF DIRECTORS.
2.1 Number, Qualification, Election and Term of Directors. The
business of the corporation shall be managed by the Board, which shall consist
of no less than one director and no more than seven directors. The number of
directors may be changed by resolution of a majority of the entire Board or by
the stockholders, but no decrease may shorten the term of any incumbent
director. Directors shall be elected at each annual meeting of stockholders with
a majority vote and shall hold office until the next annual meeting of
stockholders and until the election and qualification of their respective
successors, subject to the provisions of Section 2.10. As used in these bylaws,
the term "entire Board" means the total number of directors which the
corporation would have if there were no vacancies on the Board.
2.2 Quorum and Manner of Acting. A majority of the entire Board
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.11 of
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these bylaws. Actions of the Board shall be authorized by the vote of a majority
of the directors present at the time of the vote if there is a quorum unless
otherwise provided by law or these bylaws. In the absence of a quorum a majority
of the directors present may adjourn any meeting from time to time until a
quorum is present.
2.3 Voting Rights. Each director on the Board shall have one vote
on each matter brought to a vote before the Board.
2.4 Place of Meetings. Meetings of the Board may be held in or
outside Delaware.
2.5 Annual and Regular Meetings. Annual meetings of the Board, for
the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.7 of these bylaws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines provided that any director who does not attend a regular
meeting shall be given prompt notice of any actions or resolutions approved by
the Board at such meeting. If the day fixed for a regular meeting is a legal
holiday, the meeting shall be held on the next business day.
2.6 Special Meetings. Special meetings of the Board may be called
by the chairman of the board, the president or by a majority of the entire
Board. Only business related to the purposes set forth in the notice of meeting
or raised by the Chairman of the Board may be transacted at a special meeting.
2.7 Notice of Meetings; Waiver of Notice. Notice of the time and
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by methods reasonably calculated to give each
director notice of such meeting at least one day before the meeting. Notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called. Notice need not be given to any director who submits a signed waiver
of notice before or after the meeting or who attends the meeting without
protesting at the beginning of the meeting the transaction of any business
because the meeting was not lawfully called or convened. Notice of any adjourned
meeting need not be given, other than by announcement at the meeting at which
the adjournment is taken.
2.8 Board or Committee Action Without a Meeting. Any action
required or permitted to be taken by the Board or by any committee of the Board
may be taken without a meeting if all of the members of the Board or of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents by the members of the Board or
the committee shall be filed with the minutes of the proceeding of the Board or
of the committee.
2.9 Participation in Board or Committee Meetings by Conference
Telephone. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone or similar communications
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equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at the meeting.
2.10 Resignation and Removal of Directors. Any director may resign
at any time by delivering his or her resignation in writing to the president or
secretary of the corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any or all of the directors may be
removed at any time, either with or without cause, by vote of the stockholders.
2.11 Vacancies. Any vacancy in the Board, including one created by
an increase in the number of directors, may be filled for the unexpired term by
a majority vote of the remaining directors, though less than a quorum.
2.12 Compensation. Directors shall receive such compensation as the
Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the corporation, its affiliates or subsidiaries in other capacities.
3. COMMITTEES.
3.1 Executive Committee. The Board, by resolution adopted by a
majority of the entire Board, may designate an Executive Committee of one or
more directors which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution, section 141(c) of the Delaware
General Corporation Law, or any other applicable law. The members of the
Executive Committee shall serve at the pleasure of the Board. All action of the
Executive Committee shall be reported to the Board at its next meeting.
3.2 Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may designate other committees of directors of one
or more directors, which shall serve at the Board's pleasure and have such
powers and duties as the Board determines.
3.3 Rules Applicable to Committees. The Board 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. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.
4. OFFICERS.
4.1 Number; Security. The executive officers of the corporation
shall be the chairman of the board, the president, one or more vice presidents
(including an executive vice president, if the Board so determines), a chief
financial officer, a secretary and a treasurer. Any
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two or more offices may be held by the same person, except the offices of
president and secretary.
4.2 Election; Term of Office. The executive officers of the
corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his or her successor, subject to the provisions of Section 4.4.
4.3 Subordinate Officers. The Board may appoint subordinate
officers (including assistant secretaries and assistant treasurers), agents or
employees, each of whom shall hold office for such period and have such powers
and duties as the Board determines. The Board may delegate to any executive
officer or to any committee the power to appoint and define the powers and
duties of any subordinate officers, agents or employees.
4.4 Resignation and Removal of Officers. Any officer may resign at
any time by delivering his or her resignation in writing to the president or
secretary of the corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any officer appointed by the Board
or appointed by an executive officer or by a committee may be removed by the
Board either with or without cause, and in the case of an officer appointed by
an executive officer or by a committee, by the officer or committee who
appointed him or her or by the president.
4.5 Vacancies. A vacancy in any office may be filled for the
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these bylaws
for election or appointment to the office.
4.6 The President. The president shall be the chief executive
officer of the corporation and shall preside at all meetings of the Board and of
the stockholders. Subject to the control of the Board and the chairman of the
board, he or she shall have general supervision over the business of the
corporation and shall have such other powers and duties as presidents of
corporations usually have or as the Board assigns to him or her.
4.7 Vice President. Each vice president shall have such powers and
duties as the Board or the president assigns to him or her.
4.8 Chief Financial Officer. The chief financial officer of the
corporation shall have general supervision over all financial matters of the
corporation and shall have such other powers and duties as chief financial
officers usually have or as the Board or the president assigns to him or her.
4.9 Treasurer. The treasurer shall be in charge of the
corporation's books and accounts. Subject to the control of the Board, he or she
shall have such other powers and duties as the Board or the president assigns to
him or her.
4.10 The Secretary. The secretary shall be the secretary of, and
keep the minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all
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meetings of stockholders and of the Board, and shall keep the seal and, when
authorized by the Board, apply it to any instrument requiring it. Subject to the
control of the Board, he or she shall have such powers and duties as the Board
or the president assigns to him or her. In the absence of the secretary from any
meeting, the minutes shall be kept by the person appointed for that purpose by
the presiding officer.
4.10 Salaries. The Board may fix the officers' salaries, if any, or
it may authorize the president to fix the salary of any other officer.
5. SHARES.
5.1 Certificates. The corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the president or a vice president and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, and shall be sealed with
the corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.
5.2 Transfers. Shares shall be transferable only on the
corporation's books, upon surrender of the certificate for the shares, properly
endorsed. The Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or destroyed.
5.3 Determination of Stockholders of Record. The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date may not be more than 60 or less than 10 days
before the date of the meeting or more than 60 days before any other action.
6. MISCELLANEOUS.
6.1 Seal. The Board, in its determination, may adopt a corporate
seal, which shall be in the form of a circle and shall bear the corporation's
name and the year and state in which it was incorporated.
6.2 Fiscal Year. The Board may determine the corporation's fiscal
year. Until changed by the Board, the corporation's fiscal year shall end on
June 30 of each calendar year.
6.3 Voting of Shares in Other Corporations. Shares in other
corporations which are held by the corporation may be represented and voted by
the president or a vice president of the corporation or by proxy or proxies
appointed by one of them. The Board may, however, appoint some other person to
vote the shares.
6.4 Amendments. Bylaws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any bylaw adopted by the
Board may be amended or repealed by the stockholders.
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