Exhibit 3.107
BYLAWS
OF
MEDIC ONE AMBULANCE SERVICES, INC.
(a Delaware Corporation)
ARTICLE 1
NAME AND OFFICES
1.1 Name. The name of the Corporation is MEDIC ONE AMBULANCE SERVICES, INC.
hereinafter referred to as the "Corporation."
1.2 Registered Office and Agent. The Corporation shall establish, designate
and continuously maintain a registered office and agent in the State of
Delaware, subject to the following provisions:
(a) Registered Office. The Corporation shall establish and
continuously maintain in the State of Delaware a registered office which
may be, but need not be, the same as its place of business.
(b) Registered Agent. The Corporation shall designate and continuously
maintain in the State of Delaware a registered agent, which agent may be
either an individual resident of the State of Delaware whose business
office is identical with such registered office, or a domestic corporation
or a foreign corporation authorized to transact business in the State of
Delaware, having a business office identical with such registered office.
(c) Change of Registered Office or Agent. The Corporation may change
its registered office or change its registered agent, or both, upon the
filing in the Office of the Secretary of State of Delaware of a statement
setting forth the facts required by law, and executed for the Corporation
by its President or a Vice President.
1.3 Other Offices. The Corporation may also have offices at such other
places within and without the State of Delaware as the Board of Directors may,
from time to time, determine the business of the Corporation may require.
ARTICLE 2
SHAREHOLDERS
2.1 Place of Meetings. Each meeting of the shareholders of the Corporation
is to be held at the principal offices of the Corporation or at such other
place, either within or without the State of Delaware, as may be specified in
the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meetings. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held within one hundred twenty (120)
days after the close of the fiscal year of the Corporation on a day during such
period to be selected by the Board of Directors; provided, however, that the
failure to hold the annual meeting within the designated period of time or on
the designated date shall not work a forfeiture or dissolution of the
Corporation.
2.3 Special Meetings. Special meetings of the shareholders, for any purpose
or purposes, may be called by the Chairman of the Board or the President.
Special meetings of the shareholders shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of shareholders owning ten percent (10%) of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of shareholders, and shall
be limited to the purposes stated in the notice therefor.
2.4 Notice. Written or printed notice of the meeting stating the place, day
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
the President, the Secretary or a majority of the members of the Board of
Directors calling the meeting, to each shareholder entitled to vote at such
meeting as determined in accordance with the provisions of Section 2.10 hereof.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, with postage thereon prepaid, addressed to the shareholder
entitled thereto at his address as it appears on the share transfer records of
the Corporation.
2.5 Voting List. The officer or agent having charge and custody of the
share transfer records of the Corporation, shall prepare, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order and containing
the address and number of voting shares held by each, which list shall be kept
on file at the registered office or principal place of business of the
Corporation for a period of not less than ten (10) days prior to such meeting
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the entire time of the meeting. The original share ledger or transfer
book, or a duplicate thereof, shall be prima facie evidence as to identity of
the shareholders entitled to examine such list or share ledger or transfer book
and to vote at any such meeting of the shareholders.
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2.6 Quorum. The holders of a majority of the shares of the capital stock
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these Bylaws. The
shareholders represented in person or by proxy at a meeting of the shareholders
at which a quorum is not present may adjourn the meeting until such time and to
such place as may be determined by a vote of the holders of a majority of the
shares represented in person or by proxy at that meeting. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
2.7 Requisite Vote. If a quorum is present at any meeting, the vote of the
holders of a majority of the shares of capital stock having voting power,
present in person or represented by proxy, shall determine any question brought
before such meeting, unless the question is one upon which, by express provision
of the Certificate of Incorporation or of these Bylaws, a different vote shall
be required or permitted, in which case such express provision shall govern and
control the determination of such question.
2.8 Withdrawal of Quorum. If a quorum is present at the time of
commencement of any meeting, the shareholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.
2.9 Voting at Meeting. Voting at meetings of shareholders shall be
conducted and exercised subject to the following procedures and regulations:
(a) Voting Power. In the exercise of voting power with respect to each
matter properly submitted to a vote at any meeting of shareholders, each
shareholder of the capital stock of the Corporation having voting power
shall be entitled to one (1) vote for each such share held in his name on
the records of the Corporation, except to the extent otherwise specified by
the Certificate of Incorporation.
(b) Exercise of Voting Power of Proxies. At any meeting of the
shareholders, every holder of the shares of capital stock of the
Corporation entitled to vote at such meeting may vote either in person, or
by proxy executed in writing by such shareholder. A telegram, telex,
cablegram, or similar transmission by a shareholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing executed by a
shareholder, shall be treated as an execution in writing. No proxy shall be
valid after the expiration of eleven (11) months from the date of its
execution, unless otherwise stated therein. A proxy shall be revocable
unless expressly designated therein as irrevocable and coupled with an
interest. Proxies coupled with an interest include the appointment as proxy
of: (a) a pledges; (b) a person who purchased or agreed to purchase or owns
or holds an option to purchase the shares voted; (c) a creditor of the
Corporation who extended its credit under terms requiring the appointment;
(d) an employee of the Corporation whose employment contract requires the
appointment; or (e) a party to a voting agreement
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created under Section 218 of the Delaware General Corporation Law, as
amended. Each proxy shall be filed with the Secretary of the Corporation
prior to or at the time of the meeting. Voting for directors shall be in
accordance with the provisions of paragraph (c) below of this Section 2.9.
Any vote may be taken by voice vote or by show of hands unless someone
entitled to vote at the meeting objects, in which case written ballots
shall be used.
(c) Election of Directors. In all elections of Directors cumulative
voting shall be prohibited.
2.10 Record Date for Meetings; Closing Transfer Records. As more
specifically provided in Article 7, Section 7.7 hereof, the Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such record date
to be not less than ten (10) nor more than sixty (60) days prior to such
meeting, or the Board of Directors may close the share transfer records for such
purpose for a period of not less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed shall be deemed the
record date.
2.11 Action Without Meetings. Any action permitted or required to be taken
at a meeting of the shareholders of the Corporation 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, shall be signed by all of the
shareholders of the capital stock of the Corporation entitled to vote with
respect to the subject matter thereof, and such written consent shall have the
same force and effect as the requisite vote of the shareholders thereon. Any
such executed written consent, or an executed counterpart thereof, shall be
placed in the minute book of the Corporation. Every written consent shall bear
the date of signature of each shareholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the Corporation in the manner required under Section 2.12 hereof, a
consent or consents signed by the holders of a majority of the shares of the
capital stock issued and outstanding and entitled to vote on the action that is
the subject of the consent are delivered to the Corporation.
2.12 Record Date for Action Without Meetings. Unless a record date shall
have previously been fixed or determined by the Board of Directors as provided
in Section 2.10 hereof, whenever action by shareholders is proposed to be taken
by consent in writing without a meeting of shareholders, the Board of Directors
may fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by statute or the Certificate of Incorporation, the record date
for determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of shareholders are recorded.
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Delivery shall be by hand or by certified or registered mail, return receipt
requested. Delivery to the Corporation's principal place of business shall be
addressed to the President or principal executive officer of the Corporation. If
no record date shall have been fixed by the Board of Directors and prior action
of the Board of Directors is required by statute, the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be at the close of business on the date in which the Board of
Directors adopts a resolution taking such prior action.
2.13 Preemptive Rights. Unless otherwise determined by the Board of
Directors in the manner provided under the Delaware General Corporation Law, as
amended, no holder of shares of capital stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any capital stock of any
class which the Corporation may issue or sell, whether or not exchangeable for
any capital stock of the Corporation of any class or classes, whether issued out
of unissued shares authorized by the Certificate of Incorporation, as amended,
or out of shares of capital stock of the Corporation acquired by it after the
issue thereof; nor, unless otherwise determined by the Board of Directors in the
manner provided under the Delaware General Corporation Law, as amended, shall
any holder of shares of capital stock of the Corporation, as such holder, have
any right to purchase, acquire or subscribe for any securities which the
Corporation may issue or sell whether or not convertible into or exchangeable
for shares of capital stock of the Corporation of any class or classes, and
whether or not any such securities have attached or appurtenant thereto
warrants, options or other instruments which entitle the holders thereof to
purchase, acquire or subscribe for shares of capital stock of any class or
classes.
ARTICLE 3
DIRECTORS
3.1 Management Powers. The powers of the Corporation 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 which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
3.2 Number and Qualification. The Board of Directors shall consist of not
less than one (1) member nor more than nine (9) members; provided, however, the
initial Board of Directors shall consist of three members. Directors need not be
residents of the State of Delaware nor shareholders of the Corporation. Each
Director shall qualify as a Director following election as such by agreeing to
act or acting in such capacity. The number of Directors may be increased or
decreased from time to time by resolution of the Board of Directors or
shareholders without the necessity of a written amendment to the Bylaws of the
Corporation; provided, however, no decrease shall have the effect of shortening
the term of any incumbent Director.
3.3 Election and Term. Members of the Board of Directors shall hold office
until the annual meeting of shareholders and until their successors shall have
been elected and qualified. At the annual meeting of the shareholders, the
shareholders entitled to vote in an election of
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Directors shall elect Directors to hold office until the next succeeding annual
meeting. Each Director shall hold office for the term for which he is elected,
and until his successor shall be elected and qualified or until his death,
resignation or removal, if earlier.
3.4 Voting on Directors. Directors shall be elected by the vote of the
holders of a plurality of the shares entitled to vote in the election of
Directors and represented in person or by proxy at a meeting of shareholders at
which a quorum is present. Cumulative voting in the election of Directors is
expressly prohibited.
3.5 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors then in
office, though less than a quorum of the Board of Directors. For purposes of
these Bylaws, a "vacancy" shall be defined as an unfilled directorship arising
by virtue of the death, resignation or removal of a Director theretofore duly
elected to serve in such capacity in accordance with the relevant provisions of
these Bylaws. A Director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.
3.6 New Directorships. Any directorship to be filled by reason of an
increase in the number of Directors actually serving as such shall be filled by
election at an annual meeting of the shareholders or at a special meeting of
shareholders called for that purpose, or by the Board of Directors for a term of
office continuing only until the next election of one or more Directors by the
shareholders, provided that the Board of Directors may not fill more than two
(2) such directorships during the period between any two (2) successive annual
meetings of shareholders.
3.7 Removal. Any Director may be removed either for or without cause at any
duly convened special or annual meeting of shareholders, by the affirmative vote
of a majority in number of shares of the shareholders present in person or by
proxy at any meeting and entitled to vote for the election of such Director,
provided notice of intention to act upon such matter shall have been given in
the notice calling such meeting.
3.8 Meetings. The meetings of the Board of Directors shall be held and
conducted subject to the following regulations:
(a) Place. Meetings of the Board of Directors of the Corporation,
annual, regular or special, are to be held at the principal office or place
of business of the Corporation, or such other place, either within or
without the State of Delaware, as may be specified in the respective
notices, or waivers of notice, thereof.
(b) Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, at the place
where such meeting of the shareholders has been held (either within or
without the State of Delaware), for the purpose of organization, election
of officers, and consideration of any other business that may properly be
brought before the meeting. No notice of any kind to either old or new
members of the Board of Directors for such annual meeting shall be
required.
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(c) Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place or places as shall
from time to time be determined and designated by the Board.
(d) Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President of the Corporation
on notice of two (2) days to each Director either personally or by mail or
by telegram; special meetings shall be called by the Chairman of the Board
or the President or Secretary in like manner and on like notice on the
written request of two (2) Directors.
(e) Notice and Waiver of Notice. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose of objecting 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
meeting of the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
(f) Quorum. At all meetings of the Board of Directors, a majority of
the number of Directors fixed by these Bylaws shall constitute a quorum for
the transaction of business, until a greater number is required by law or
by the Certificate of Incorporation. If a quorum shall not be present at
any meeting 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.
(g) Requisite Vote. In the exercise of voting power with respect to
each matter properly submitted to a vote at any meeting of the Board of
Directors, each Director present at such meeting shall have one (1) vote.
The act of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.
3.9 Action Without Meetings. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted by law to be
taken at any meetings of the Board of Directors, or any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed in the minutes or proceedings of the Board of
Directors or committee.
3.10 Committees. Committees designated and appointed by the Board of
Directors shall function subject to and in accordance with the following
regulations and procedures:
(a) Designation and Appointment. The Board of Directors may, by
resolution adopted by a majority of the entire Board, designate and appoint
one or more committees under such name or names and for such purpose or
function as may be deemed appropriate.
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(b) Members; Alternate Members; Terms. Each Committee thus designated
and appointed shall consist of two or more of the Directors of the
Corporation, one of whom, in the case of the Executive Committee, shall be
the President. The Board of Directors may designate one or more of its
members as alternate members of any committee, who may, subject to any
limitations imposed by the entire Board, replace absent or disqualified
members at any meeting of that committee. The members or alternate members
of any such committee shall serve at the pleasure of and subject to the
discretion of the Board of Directors.
(c) Authority. Each Committee, to the extent provided in the
resolution of the Board creating same, shall have and may exercise such of
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation as the Board of Directors may
direct and delegate, except, however, those matters which are required by
statute to be reserved unto or acted upon by the entire Board of Directors.
(d) Records. Each such Committee shall keep and maintain regular
records or minutes of its meetings and report the same to the Board of
Directors when required.
(e) Change in Number. The number of members or alternate members of
any Committee appointed by the Board of Directors, as herein provided, may
be increased or decreased (but not below two) from time to time by
appropriate resolution adopted by a majority of the entire Board of
Directors.
(f) Vacancies. Vacancies in the membership of any committee designated
and appointed hereunder shall be filled by the Board of Directors, at a
regular or special meeting of the Board of Directors, in a manner
consistent with the provisions of this Section 3.10.
(g) Removal. Any member or alternate member of any committee appointed
hereunder may be removed by the Board of Directors by the affirmative vote
of a majority of the entire Board, whenever in its judgment the best
interests of the Corporation will be served thereby.
(h) Meetings. The time, place and notice (if any) of committee
meetings shall be determined by the members of such committee.
(i) Quorum, Requisite Vote. At meetings of any committee appointed
hereunder, a majority of the number of members designated by the Board of
Directors shall constitute a quorum for the transaction of business. The
act of a majority of the members and alternate members of the committee
present at any meeting at which a quorum is present shall be the act of
such committee, except as otherwise specifically provided by statute or by
the Certificate of Incorporation or by these Bylaws. If a quorum is not
present at a meeting of such committee, the members of such committee
present may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present.
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(j) Compensation. Appropriate compensation for members and alternate
members of any committee appointed pursuant to the authority hereof may be
authorized by the action of a majority of the entire Board of Directors
pursuant to the provisions of Section 3.11 hereof.
(k) Action Without Meetings. Any action required or permitted to be
taken at a meeting of any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all
members of such committee. Such consent shall have the same force and
effect as a unanimous vote at a meeting. The signed consent, or a signed
copy, shall become a part of the record of such committee.
(l) Responsibility. Notwithstanding any provision to the contrary
herein, the designation and appointment of a committee and the delegation
of authority to it shall not operate to relieve the Board of Directors, or
any member or alternate member thereof, of any responsibility imposed upon
it or him by law.
3.11 Compensation. By appropriate resolution of the Board of Directors, the
Directors may be reimbursed their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum (as determined
from time to time by the vote of a majority of the Directors then in office) for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in another capacity and receiving compensation therefor. Members of
special or standing committees may, by appropriate resolution of the Board of
Directors, be allowed similar reimbursement of expenses and compensation for
attending committee meetings.
3.12 Maintenance of Records. The Directors may keep the books and records
of the Corporation, except such as are required by law to be kept within the
State, outside the State of Delaware or at such place or places as they may,
from time to time, determine.
3.13 Interested Directors and Officers. No contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any firm of which one or more of its Directors or officers
are members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its
Directors or officers are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be void or voidable solely for
this reason, solely because of the presence of such Director or Directors or
officer or officers at the meeting of the Board of Directors of the Corporation,
which acts upon, or in reference to, such contract, or transaction, or solely
because his or their votes are counted for such purpose, if (a) the material
facts of such relationship or interest shall be disclosed or known to the Board
of Directors and the Board of Directors shall, nevertheless in good faith,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote; (b) the
material facts of such relationship or interest as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by the vote of the shareholders; or (c) the contract or transaction is fair to
the
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Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof or the shareholders. The provisions of this
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
ARTICLE 4
NOTICES
4.1 Method of Notice. Whenever under the provisions of the Delaware General
Corporation Law or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any Director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such Director or shareholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States Mail. Notice to Directors or shareholders may also be given by
telegram.
4.2 Waiver. Whenever any notice whatever is required to be given under the
provisions of the Delaware General Corporation Law or under the provisions of
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance by such person or persons, whether in person or by proxy, at
any meeting requiring notice shall constitute a waiver of notice of such
meeting, except as provided in Section 3.8(e) hereof.
ARTICLE 5
OFFICERS AND AGENTS
5.1 Designation. The officers of the Corporation shall be chosen by the
Board of Directors and shall consist of the offices of:
(a) President and Secretary; and
(b) Such other offices and officers (including a Chairman of the
Board, one or more Vice Presidents and a Treasurer) and assistant officers
and agents as the Board of Directors shall deem necessary.
5.2 Election of Officers. Each officer designated in Section 5.1(a) hereof
shall be elected by the Board of Directors on the expiration of the term of
office of such officer, as herein provided, or whenever a vacancy exists in such
office. Each officer or agent designated in Section 5.1(b) above may be elected
by the Board at any meeting.
5.3 Qualifications. No officer or agent need be a shareholder of the
Corporation or a resident of Delaware. No officer or agent is required to be a
Director, except the Chairman of the Board. Any two or more offices may be held
by the same person.
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5.4 Term of Office. Unless otherwise specified by the Board of Directors at
the time of election or appointment, or by the express provisions of an
employment contract approved by the Board, the term of office of each officer
and each agent shall expire on the date of the first meeting of Directors next
following the annual meeting of shareholders each year. Each such officer or
agent shall serve until the expiration of the term of his office or, if earlier,
his death, resignation or removal.
5.5 Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these.
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.
5.6 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
5.7 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) shall be filled by the Board of
Directors.
5.8 Compensation. The compensation of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors.
5.9 Chairman of the Board. If a Chairman of the Board is elected, he shall
be chosen from among the Directors and shall be the chief executive and
principal officer of the Corporation. He shall have the power to call special
meetings of the shareholders and of the Directors for any purpose or purposes,
and he shall preside at all meetings of the shareholders and of the Board of
Directors, unless he shall be absent or unless he shall, at his election,
designate the President to preside in his stead. The Chairman of the Board shall
be responsible for the operations and business affairs of the Corporation and
shall possess all of the powers granted by the Bylaws to the President,
including the power to make and sign contracts and agreements in the name and on
behalf of the Corporation. He shall, in general, have supervisory power over the
President and all other officers and the business activities of the Corporation,
subject to the discretion of the Board of Directors.
5.10 President. Subject to the supervision of the Chairman of the Board, or
in the absence of the election of a Chairman of the Board, the President shall
be the chief executive officer of the Corporation; shall preside at all meetings
of the shareholders and 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 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 executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation. The President shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe.
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5.11 Vice Presidents. The Vice President, or if there shall be more than
one, the Vice Presidents in the order determined by a majority vote of the Board
of Directors, shall, in the prolonged absence or disability of the President
(and Chairman of the Board, if one is elected), perform the duties and exercise
the powers of the President and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe or the
chief executive officer may from time to time delegate.
5.12 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders of the Corporation and record all
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be maintained for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, or President. He shall have
custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.
5.13 Assistant Secretaries. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or the chief executive officer may from time to time delegate.
5.14 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President (and Chairman of the Board, if one is elected) and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control owned by the Corporation. The Treasurer shall perform such other
duties and have such other authority and powers as the Board of Directors may
from time to time prescribe or as the chief executive officer may from rime to
time delegate.
5.15 Assistant Treasurers. The Assistant Treasurer, or, if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and
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shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe or as the chief executive officer may
from time to time delegate.
ARTICLE 6
INDEMNIFICATION
6.1 Mandatory Indemnification. Each person who was or is made a party or is
threatened to be made a party, or who was or is a witness without being named a
party, to any threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding (a "Proceeding"), by reason of
the fact that such individual is or was a Director or officer of the
Corporation, or while a Director or officer of the Corporation is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
shall be indemnified and held harmless by the Corporation from and against any
judgments, penalties (including excise taxes), fines, amounts paid in settlement
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by such person in connection with such Proceeding if it is determined
that he acted in good faith and reasonably believed (i) in the case of conduct
in his official capacity on behalf of the Corporation that his conduct was in
the Corporation's best interests, (ii) in all other cases, that his conduct was
not opposed to the best interests of the Corporation, and (iii) with respect to
any Proceeding which is a criminal action, that he had no reasonable cause to
believe his conduct was unlawful; provided, however, that in the event a
determination is made that such person is liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by such
person, the indemnification is limited to reasonable expenses actually incurred
by such person in connection with the Proceeding and shall not be made in
respect of any Proceeding in which such person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
Corporation. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself be determinative of whether the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any Proceeding which is a
criminal action, had no reasonable cause to believe that his conduct was
unlawful. A person shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom.
6.2 Determination of Indemnification. Any indemnification under the
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only upon a determination that indemnification
of such person is proper in the circumstances by virtue of the fact that it
shall have been determined that such person has met the applicable standard of
conduct. Such determination shall be made (1) by a majority vote of a quorum
consisting of Directors who at the time of the vote are not named defendants or
respondents in the Proceeding; (2) if such quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors, designated to act in the
matter by a majority of all
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Directors, consisting solely of two or more Directors who at the time of the
vote are not named defendants or respondents in the Proceeding; (3) by special
legal counsel (in a written opinion) selected by the Board of Directors or a
committee of the Board by a vote as set forth in Subsection (1) or (2) of this
Section, or, if such quorum cannot be obtained and such committee cannot be
established, by a majority vote of all Directors (in which Directors who are
named defendants or respondents in the Proceeding may participate); or (4) by
the shareholders of the Corporation in a vote that excludes the shares held by
Directors who are named defendants or respondents in the Proceeding.
6.3 Advance of Expenses. Reasonable expenses, including court costs and
attorneys' fees, incurred by a person who was or is a witness or who was or is
named as a defendant or respondent in a Proceeding, by reason of the fact that
such individual is or was a Director or officer of the Corporation, or while a
Director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, partnership,
trust, employee benefit plan or other enterprise, shall be paid by the
Corporation at reasonable intervals in advance of the final disposition of such
Proceeding, and without the determination specified in the foregoing Section
6.2, upon receipt by the Corporation of a written affirmation by such person of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this Article 6, and a written undertaking by or on behalf
of such person to repay the amount paid or reimbursed by the Corporation if it
is ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 6. Such written undertaking shall be
an unlimited obligation of such person and it may be accepted without reference
to financial ability to make repayment.
6.4 Permissive Indemnification. The Board of Directors of the Corporation
may authorize the Corporation to indemnify employees or agents of the
Corporation, and to advance the reasonable expenses of such persons, to the same
extent, following the same determinations and upon the same conditions as are
required for the indemnification of and advancement of expenses to Directors and
officers of the Corporation.
6.5 Nature of Indemnification. The indemnification and advancement of
expenses provided hereunder shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Certificate of
Incorporation, these Bylaws, any agreement, vote of shareholders or
disinterested Directors or otherwise, both as to actions taken in an official
capacity and as to actions taken in any other capacity while holding such
office, shall continue as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.
6.6 Insurance. The Corporation shall have the power and authority to
purchase and maintain insurance or another arrangement on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability, claim,
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damage, loss or risk asserted against such person and incurred by such person in
any such capacity or arising out of the status of such person as such,
irrespective of whether the Corporation would have the power to indemnity and
hold such person harmless against such liability under the provisions hereof. If
the insurance or other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance coverage, the insurance
or arrangement may provide for payment of a liability with respect to which the
Corporation would not have the power to indemnity the person only if including
coverage for the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to procure or
maintain any kind of insurance or other arrangement, the Corporation may, for
the benefit of persons indemnified by the Corporation, (1) create a trust fund;
(2) establish any form of self-insurance; (3) secure its indemnity obligation by
grant of a security interest or other lien on the assets of the Corporation; or
(4) establish a letter of credit, guaranty, or surety arrangement. The insurance
or other arrangement may be procured, maintained, or established within the
Corporation or with any insurer or other person deemed appropriate by the Board
of Directors regardless of whether all or part of the stock or other securities
of the insurer or other person are owned in whole or part by the Corporation. In
the absence of fraud, the judgment of the Board of Directors as to the terms and
conditions of the insurance or other arrangement and the identity of the insurer
or other person participating in the arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject the
Directors approving the insurance or arrangement to liability, on any ground,
regardless of whether Directors participating in the approval are beneficiaries
of the insurance or arrangement.
6.7 Notice. Any indemnification or advance of expenses to a present or
former director of the Corporation in accordance with this Article 6 shall be
reported in writing to the shareholders of the Corporation with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission of a consent to action without a meeting and, in any case,
within the next twelve month period immediately following the indemnification or
advance.
ARTICLE 7
STOCK CERTIFICATES AND TRANSFER REGULATIONS
7.1 Description of Certificates. The shares of the capital stock of the
Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the President or
a Vice President and the Secretary or an Assistant Secretary of the Corporation,
and sealed with the seal of the Corporation or a facsimile thereof. Each
certificate shall state on the face thereof the name of the holder, the number
and class of shares and the designation of the series, if any, which such
certificate represents, the par value of shares covered thereby or a statement
that such shares are without par value, and such other matters as are required
by law. At such time as the Corporation may be authorized to issue shares of
more than one class or any class in series, every certificate shall set forth
upon the face or back of such certificate a statement of the designations,
preferences, limitations and relative rights of the shares of each class or
series authorized to be issued, as required by the laws of the State of
Delaware.
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7.2 Delivery. Every holder of the capital stock in the Corporation shall be
entitled to have a certificate signed in the name of the Corporation by the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation, certifying the class of capital stock and the number of shares
represented thereby as owned or held by such shareholder in the Corporation.
7.3 Signatures. The signatures of the President, Vice President, Secretary
or Assistant Secretary upon a certificate may be facsimiles. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been placed upon any such certificate or certificates, shall cease to serve as
such officer or officers of the Corporation, whether because of death,
resignation, removal or otherwise, before such certificate or certificates are
issued and delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered with the
same effect as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to serve as such officer or officers of the Corporation.
7.4 Issuance of Certificates. Certificates evidencing shares of its capital
stock (both treasury and authorized but unissued) may be issued for such
consideration (not less than par value, except for treasury shares which may be
issued for such consideration) and to such persons as the Board of Directors may
determine from time to time. Shares shall not be issued until the full amount of
the consideration, fixed as provided by law, has been paid.
7.5 Payment for Shares. Consideration for the issuance of shares shall be
paid, valued and allocated as follows:
(a) Consideration. The consideration for the issuance of shares shall
consist of money paid, labor done (including services actually performed
for the Corporation), or property (tangible or intangible) actually
received. Neither promissory notes nor the promise of future services shall
constitute payment of consideration for shares.
(b) Valuation. In the absence of fraud in the transaction, the
determination of the Board of Directors as to the value of consideration
received shall be conclusive.
(c) Effect. When consideration, fixed as provided by law, has been
paid, the shares shall be deemed to have been issued and shall be
considered fully paid and nonassessable.
(d) Allocation of Consideration. The consideration received for shares
shall be allocated by the Board of Directors, in accordance with law,
between the stated capital and capital surplus accounts.
7.6 Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full in such installments and at such times as
shall be determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be
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uniform as to all shares of the same class and series. In case of default in the
payment of any installment or call when payment is due, the Corporation may
proceed to collect the amount due in the same manner as any debt due to the
Corporation.
7.7 Closing of Transfer Records: Record Date for Action With Meetings. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that share transfer records shall be closed for a
stated period of time not to exceed, in any case, sixty (60) days. If the share
transfer records shall be closed for the purpose of determining shareholders,
such records shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the share transfer records, as aforesaid, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days, and in the case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
7.8 Registered Owners. Prior to due presentment for registration of
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognize the person registered as the owner of such shares
on its records (or the records of its duly appointed transfer agent, as the case
may be) as the person exclusively entitled to vote, to receive notices and
dividends with respect to, and otherwise exercise all rights and powers relative
to such shares; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall have actual, express or other notice
thereof, except as otherwise provided by the laws of Delaware.
7.9 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate satisfies the following conditions:
(a) Proof of Loss. Submits proof in affidavit form satisfactory to the
Corporation that such certificate has been lost, destroyed or wrongfully
taken; and
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(b) Timely Request. Requests the issuance of a new certificate before
the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse claim;
and
(c) Bond. Gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the Corporation may direct, to indemnity the
Corporation (and its transfer agent and registrar, if any) against any
claim that may be made or otherwise asserted by virtue of the alleged loss,
destruction, or theft of such certificate or certificates; and
(d) Other Requirements. Satisfies any other reasonable requirements
imposed by the Corporation.
In the event a certificate has been lost, apparently destroyed or
wrongfully taken, and the registered owner of record fails to notify the
Corporation within a reasonable time after he has notice of such loss,
destruction, or wrongful taking, and the Corporation registers a transfer (in
the manner hereinbelow set forth) of the shares represented by the certificate
before receiving such notification, such prior registered owner of record shall
be precluded from making any claim against the Corporation for the transfer
required hereunder or for a new certificate.
7.10 Registration of Transfers. Subject to the provisions hereof, the
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:
(a) Endorsement. Upon surrender of the certificate to the Corporation
(or its transfer agent, as the case may be) for transfer, the certificate
(or an appended stock power) is properly endorsed by the registered owner,
or by his duly authorized legal representative or attorney-in-fact, with
proper written evidence of the authority and appointment of such
representative, if any, accompanying the certificate; and
(b) Guaranty and Effectiveness of Signature. The signature of such
registered owner or his legal representative or attorney-in-fact, as the
case may be, has been guaranteed by a national banking association or
member of the New York Stock Exchange, and reasonable assurance in a form
satisfactory to the Corporation is given that such endorsements are genuine
and effective; and
(c) Adverse Claims. The Corporation has no notice of an adverse claim
or has otherwise discharged any duty to inquire into such a claim; and
(d) Collection of Taxes. Any applicable law local, state or federal)
relating to the collection of taxes relative to the transaction has been
complied with; and
(e) Additional Requirements Satisfied. Such additional conditions and
documentation as the Corporation (or its transfer agent, as the case may
be) shall reasonably require, including without limitation thereto, the
delivery with the surrender
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of such stock certificate or certificates of proper evidence of succession,
assignment or other authority to obtain transfer thereof, as the
circumstances may require, and such legal opinions with reference to the
requested transfer as shall be required by the Corporation (or its transfer
agent) pursuant to the provisions of these Bylaws and applicable law, shall
have been satisfied.
7.11 Restrictions on Transfer and Legends on Certificates.
(a) Shares in Classes or Series. If the Corporation is authorized to
issue shares of more than one class, the certificate shall set forth,
either on the face or back of the certificate, a full or summary statement
of all of the designations, preferences, limitations, and relative rights
of the shares of each such class and, if the Corporation is authorized to
issue any preferred or special class in series, the variations in the
relative rights and preferences of the shares of each such series so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series. In lieu of providing such a statement in full on the
certificate, a statement on the face or back of the certificate may provide
that the Corporation will furnish such information to any shareholder
without charge upon written request to the Corporation at its principal
place of business or registered office and that copies of the information
are on file in the office of the Secretary of State.
(b) Restriction on Transfer. Any restrictions imposed or agreed to by
the Corporation on the sale or other disposition of its shares and on the
transfer thereof must be copied at length or in summary form on the face,
or so copied on the back and referred to on the face, of each certificate
representing shares to which the restriction applies. The certificate may
however state on the face or back that such a restriction exists pursuant
to a specified document and that the Corporation will furnish a copy of the
document to the holder of the certificate without charge upon written
request to the Corporation at its principal place of business.
(c) Preemptive Rights. Any preemptive rights of a shareholder to
acquire unissued or treasury shares of the Corporation which are limited or
denied by the articles of incorporation must be set forth at length on the
face or back of the certificate representing shares subject thereto. In
lieu of providing such a statement in fun on the certificate, a statement
on the face or back of the certificate may provide that the Corporation
will furnish such information to any shareholder without charge upon
written request to the Corporation at its principal place of business and
that a copy of such information is on file in the office of the Secretary
of State.
(d) Unregistered Securities. Any security of the Corporation,
including, among others, any certificate evidencing shares of the Common
Stock or warrants to purchase Common Stock of the Corporation, which is
issued to any person without registration under the Securities Act of 1933,
as amended, or the Blue Sky laws of any state, shall not be transferable
until the Corporation has been furnished with a legal opinion of counsel
with reference thereto, satisfactory in form and content to the Corporation
and its counsel, to the effect that such sale, transfer or pledge does not
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involve a violation of the Securities Act of 1933, as amended, or the Blue
Sky laws of any state having jurisdiction. The certificate representing the
security shall bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER
HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED OFFER, SALE OR TRANSFER.
ARTICLE 8
GENERAL PROVISIONS
8.1 Distributions. Subject to the provisions of the Delaware General
Corporation Law, as amended, and the Certificate of Incorporation, distributions
of the Corporation shall be declared and paid pursuant to the following
regulations:
(a) Declaration and Payment. Distributions on the issued and
outstanding shares of capital stock of the Corporation may be declared by
the Board of Directors at any regular or special meeting and may be paid in
cash, in property, or in shares of capital stock. Such declaration and
payment shall be at the discretion of the Board of Directors.
(b) Record Date. The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to receive
payment of any distribution, such record date to be not more than sixty
(60) days prior to the payment date of such distribution, or the Board of
Directors may close the stock transfer books for such purpose for a period
of not more than sixty (60) days prior to the payment date of such
distribution. In the absence of action by the Board of Directors, the date
upon which the Board of Directors adopts the resolution declaring such
distribution shall be the record date.
8.2 Reserves. There may be created by resolution of the Board of Directors
out of the surplus of the Corporation such reserve or reserves as the Directors
from time to time, in their discretion, think proper to provide for
contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.
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8.3 Books and Records. The Corporation shall maintain books and records of
account and shall prepare and maintain minutes of the proceedings of its
shareholders, its Board of Directors and each committee of its Board of
Directors. The Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and present shareholders of the Corporation and the number and class of
shares issued by the Corporation held by each of them.
8.4 Annual Statement. The Board of Directors shall present at or before
each annual meeting of shareholders a full and clear statement of the business
and financial condition of the Corporation, including a reasonably detailed
balance sheet and income statement under current date.
8.5 Contracts and Negotiable Instruments. Except as otherwise provided by
law or these Bylaws, any contract or other instrument relative to the business
of the Corporation may be executed and delivered in the name of the Corporation
and on its behalf by the Chairman of the Board, the Chief Executive Officer, or
the Chief Operating Officer, if any, or the President of the Corporation. The
Board of Directors may authorize any other officer or agent of the Corporation
to enter into any contract or execute and deliver any contract in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may determine by resolution. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution of the Board of Directors. Unless authorized to do so
by these Bylaws or by the Board of Directors, no officer, agent or employee
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 pecuniarily for any
purpose or to any amount.
8.6 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
8.7 Corporate Seal. The Corporation seal shall be in such form as may be
determined by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
8.8 Resignations. Any director, officer or agent may resign his office or
position with the Corporation by delivering written notice thereof to the
President or the Secretary. Such resignation shall be effective at the time
specified therein, or immediately upon delivery if no time is specified. Unless
otherwise specified therein, an acceptance of such resignation shall not be a
necessary prerequisite of its effectiveness.
8.9 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed
and new Bylaws adopted at any meeting of the Board of Directors at which a
quorum is present, by
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the affirmative vote of a majority of the Directors present at such meeting,
provided notice of the proposed alteration, amendment, or repeal be contained in
the notice of such meeting.
8.10 Construction. Whenever the context so requires herein, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion or provision of these Bylaws shall be
held invalid or inoperative, then, so far as is reasonable and possible: (1) the
remainder of these Bylaws shall be considered valid and operative, and (2)
effect shall be given to the intent manifested by the portion or provision held
invalid or inoperative.
8.11 Telephone Meetings. Shareholders, Directors, or members of any
committee may hold any meeting of such shareholders, Directors or committee by
means of conference telephone or similar communications equipment which permits
all persons participating in the meeting to hear each other and actions taken at
such meetings shall have the same force and effect as if taken at a meeting at
which persons were present and voting in person. The Secretary of the
Corporation shall prepare a memorandum of the action taken.
8.12 Table of Contents: Captions. The table of contents and captions used
in these Bylaws have been inserted for administrative convenience only and do
not constitute matter to be construed in interpretation.
IN DUE CERTIFICATION WHEREOF, the undersigned, being the Secretary of MEDIC
ONE AMBULANCE SERVICES, INC. confirms the adoption and approval of the foregoing
Bylaws, effective as of the ___ day of September, 1994.
/s/ X
----------------------------------------
Secretary
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