Exhibit 3.121
BYLAWS
OF
METRO AMBULANCE SERVICE, INC.
(a Delaware Corporation)
ARTICLE 1
NAME AND OFFICES
1.1 Name. The name of the Corporation is METRO AMBULANCE SERVICE, 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.
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,
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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 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.
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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. 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
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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 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
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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.
(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
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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.
(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.
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(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.
(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
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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 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
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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.
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.
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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.
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
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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 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
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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 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.
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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, 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
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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.
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:
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(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 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
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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
(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-
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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 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.
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(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 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
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(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.
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.
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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 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 METRO
AMBULANCE SERVICE, INC. confirms the adoption and approval of the foregoing
Bylaws, effective as of the 17th day of August, 1994.
/s/ David W. Alexander
------------------------------------
Secretary
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