Exhibit 3.161
BYLAWS
OF
TIFTON MANAGEMENT SERVICES, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of TIFTON MANAGEMENT SERVICES, INC.
(the "Corporation") shall be such registered agent and office as shall from time
to time be established pursuant to the articles of incorporation, as amended
from time to time, of the Corporation (the "Charter") or by resolution of the
Board of Directors of the Corporation (the "Board").
1.02. The Corporation may also have offices at such other places both
within and without the State of Georgia as the Board may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.01. Meetings of Shareholders of the Corporation (the "Shareholders") for
any purpose may be held at such place, within or without the State of Georgia,
as shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.
2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.
2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.
2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a
majority of the Board, or the holders of not less than ten percent of all the
shares entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the objects stated in the notice of the meeting.
2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each Shareholder of record entitled to vote at the meeting.
2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented 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, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session 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.
2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.
2.09. The Board 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 nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.
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2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.
2.11. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, Shareholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III
DIRECTORS
3.01. The business and affairs of the Corporation shall be managed by the
Board who may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Charter or by these bylaws
directed or required to be exercised or done by the Shareholders.
3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Georgia. The directors
shall be elected at the annual meeting of the Shareholders, except as
hereinafter provided, and each director elected shall hold office until his or
her successor shall be elected and shall qualify.
3.03. At any meeting of Shareholders called expressly for such purpose, any
director or the entire Board may be removed, with or without cause, by vote of
the holders of a majority of the shares of the Corporation then entitled to vote
at an election of directors. If any vacancies occur in the Board caused by
death, resignation, retirement, disqualification, or removal from office of any
director or otherwise, a majority of the directors then in office, though less
than a quorum, may choose a successor or successors or a successor or successors
may be chosen at a special meeting of Shareholders called for that purpose; and
each successor director so chosen shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or special meeting of Shareholders called for that purpose or may be
filled by the Board for a term of office continuing only until the next election
of one or more directors by the Shareholders.
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3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.
3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.
Executive and Other Committees
3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.
Meetings of Directors
3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Georgia.
3.08. The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of Shareholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.
3.09. Regular meetings of the Board may be held without notice at such time
and place as shall from time to time be determined by the Board.
3.10. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail, telecopy, or
overnight courier; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors. Except as may be otherwise expressly provided by statute, the
Charter, or these bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting needs to be specified in a notice or waiver of
notice.
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3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. 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.
3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.
3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Compensation of Directors
3.14. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
NOTICES
4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid; addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.
4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter 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 in such
notice, shall be deemed equivalent to the giving of such notice.
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ARTICLE V
OFFICERS
5.01. The officers of the Corporation shall be elected by the directors and
shall include a Chairman of the Board, a President, a Treasurer and a Secretary.
The Board may also, at its discretion, elect a Vice Chairman of the Board, one
or more Executive Vice Presidents or Vice Presidents and a Treasurer. Such other
officers, including assistant officers, and agents as may be deemed necessary
may be elected or appointed by the Board. Any two or more offices may be held by
the same person.
5.02. The Board at its first meeting after each annual meeting of
Shareholders shall choose a Chairman of the Board and, at its discretion, a Vice
Chairman of the Board, from its members; and a President, a Treasurer, a
Secretary, and such other officers, including assistant officers, and agents as
may be deemed necessary, none of whom need be a member of the Board.
5.03. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
5.04. The salaries of all officers and agents of the Corporation shall be
fixed by the Board. Unless so fixed by the Board each officer of the Corporation
shall serve without remuneration.
5.05. Each officer of the Corporation shall hold office until his successor
is chosen and qualified in his stead or until his death or until his resignation
or removal from office. Any officer or agent elected or appointed by the Board
may be removed at any time by the Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board.
Chairman of the Board
5.06. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board. He shall be ex-officio a member of all standing
committees. The Chairman shall have such other and further responsibility as may
from time-to-time be assigned by the Board.
Chief Executive Officer
5.07. The Board may by resolution designate one of the executive officers
enumerated in Section 5.01 to serve as Chief Executive Officer.
Vice-Chairman of the Board
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5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.
The President
5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.
The Secretary and Assistant Secretaries
5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
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, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.
5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
The Treasurer
5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of 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.
5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.
5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
5.15. Each Assistant Treasurer shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
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Other Offices
5.16. Any Executive Vice President, Vice President, or other officer
elected by the Board shall have such powers and perform such duties as the Board
may from time to time prescribe or as the President may from time to time
delegate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
6.01. Certificates in such form as may be determined by the Board shall be
delivered representing all shares to which Shareholders are entitled. Such
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the name of the Corporation, the name to whom the certificate is issued,
the number and class of shares and the designation of the series, if any, which
such certificate represents, the par value of such shares or a statement that
such shares are without par value, and that the Corporation is organized under
the laws of Georgia. Each certificate shall be signed by either the President or
any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) 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 series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Georgia and (b) the Corporation will furnish a copy of such
statement to the record holder of the certificate without charge upon request to
the Corporation at its principal place of business or registered office.
Whenever the Corporation by the Charter has limited or denied the preemptive
rights of Shareholders to acquire unissued or treasury shares of the
Corporation, each certificate (1) shall conspicuously set forth upon the face or
back of such certificate a full statement of the limitation or denial of
preemptive rights contained in the Charter, or (2) shall conspicuously state on
the face or back of the certificate that (a) such statement is set forth in the
Charter on file in the office of the Secretary of State of Georgia and (b) the
Corporation will furnish a copy of such statement to the record holder of the
certificate without charge upon request to the Corporation at its principal
place of business or registered office. If any restriction on the transfer or
the registration of the transfer of shares shall be imposed or agreed to by the
Corporation, as permitted by law, each certificate representing shares so
restricted (1) shall conspicuously set forth a full or summary statement of the
restriction on the face of the certificate, or (2) shall set forth such
statement on the back of the certificate and conspicuously refer to the same on
the
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face of the certificate, or (3) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document
and (a) that the Corporation will furnish to the record holder of the
certificate without charge upon written request to the corporation at its
principal place of business or registered office a copy of the specified
document, or (b) if such document is one required or permitted to be and has
been filed under the Georgia Corporation Act, that such document is on file in
the office of the Secretary of State of Georgia and contains a full statement of
such restriction.
Lost Certificates
6.02. The Board may direct a new certificate representing shares to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate, the Board, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form,
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Transfer of Shares
6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Georgia law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.
Registered Shareholders
6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.
ARTICLE VII
GENERAL PROVISIONS
Dividends
7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such
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purpose for a period of not more than fifty days prior to the payment date of
such dividend. In the absence of any action by the Board, the date upon which
the Board adopts the resolution declaring such dividend shall be the record
date.
Reserves
7.02. There may be created by resolution of the Board 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 repair or
maintain any property of the Corporation, or for such other purpose 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.
Checks
7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer car officers or such other person or persons as the Board
may from time to time designate.
Execution of Contracts, Deeds, Etc.
7.04. The Board may authorize any officer or officers, agent or agents, in
the name and on behalf of the Corporation, to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.
Fiscal Year
7.05. The fiscal year of the Corporation shall be fixed by resolution of
the Board.
Voting of Securities
7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.
Indemnification
7.07 (a) Subject to any limitation which may be contained in the Charter,
the Corporation shall to the full extent permitted by law, indemnify any person
who was, is, or is
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threatened to be made a named defendant or respondent to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
arbitral, administrative, or investigative, any appeal in such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding, because such person is affect any right of any person
otherwise entitled to indemnification by virtue of this Section 7.07 at the time
of such repeal or modification.
ARTICLE VIII
AMENDMENTS
8.01. The Board may amend or repeal these bylaws or adopt new bylaws,
unless:
(1) the Charter or statute reserves the power exclusively to the
Shareholders in whole or part; or
(2) the Shareholders in amending, repealing or adopting a particular
bylaw expressly provide that the Board may not amend or repeal such bylaw.
8.02. Unless the Charter or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of the Corporation's bylaws, the
Shareholders may amend, repeal, or adopt bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.
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BY-LAWS OF
JOHN R. VAUGHN, JR., P.C.
ARTICLE ONE
OFFICES
1.1 The address of the registered office of the corporation is John R.
Vaughn, Jr., P.C., 620 Rockmont Drive, N.E., Atlanta, Georgia; and the name of
the registered agent at this address is Dr. John R. Vaughn, Jr.
ARTICLE TWO
CAPITAL STOCK
2.1 Certificates of stock shall be numbered consecutively in the order in
which they are issued. They shall be signed by the President and Secretary and
the seal of the corporation shall be affixed thereto. In an appropriate place in
the corporate records shall be entered the name of the person owning the shares,
the number of shares, and the date of issue. Certificates of stock exchanged or
returned shall be cancelled by the Secretary and placed in the corporate
records. Certificates of stock shall bear the following Notice:
"NOTICE
SHARES IN THIS PROFESSIONAL CORPORATION MAY ONLY BE ISSUED TO, HELD
BY, OR TRANSFERRED TO A PERSON WHO IS LICENSED TO PRACTICE THE
PROFESSION FOR WHICH THE CORPORATION IS ORGANIZED AND WHO, UNLESS
DISABLED, IS ACTIVELY ENGAGED IN SUCH PRACTICE, EXCEPT AS OTHERWISE
PROVIED IN SECTION 5 OF THE GEORGIA PROFESSIONAL CORPORATION ACT.
SHARES STANDING IN THE NAME OF A DISQUALIFIED OR RETIRED PERSON, OR IN
THE NAME OF THE PERSONAL REPRESENTATIVE OF A DECEASED PERSON, EXCEPT
DURING THE HOLDING PERIOD PROVIDED IN SECTION 5 OF THIS ACT, ARE
VOID."
2.2 Transfers of stock shall be made on the stock books of the corporation
by the holder in person or by power of attorney, or by surrender of the old
certificate for such shares, duly assigned.
2.3 The holders of the common stock shall be entitled to one vote for each
share of stock standing in their name.
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2.4 Certificates of stock shall be issued, held, transferred, redeemed and
cancelled in strict conformity with the requirements of the Georgia Professional
Corporation Act.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
3.1 The annual meeting of shareholders of the corporation shall be held
within or without the State of Georgia at such place and time as may from time
to time be fixed by the Board of Directors.
3.2 At all meetings of shareholders, any holder of common stock shall be
entitled to cast one vote for each share of common stock held by such
shareholder, either in person or by written proxy.
3.3 Special meetings of the shareholders may be called at any time by the
President or any holder or holders of as much as ten percent (10%) of the
outstanding capital stock of the corporation upon five days' notice, either
mailed to the last known address or personally given to each shareholder. Notice
of a special meeting may be waived by instrument in writing. Attendance at such
meeting in person or by proxy shall constitute a waiver of notice thereof.
3.4 Notice of any special meeting of shareholders shall in general terms
state the purpose or purposes for which the meeting is called.
3.5 At all meetings of shareholders a majority of the outstanding shares of
stock shall constitute a quorum for the transaction of business, and no
resolution or business shall be transacted without the favorable vote of a
majority of the shares represented at the meeting and entitled to vote. A lesser
number may adjourn from day to day.
3.6 Any action to be taken at a meeting of the shareholders of the
corporation, or any action that may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
ARTICLE FOUR
DIRECTORS
4.1 Subject to these by-laws, or any lawful agreement between the
shareholders, the full and entire management of the affairs and business of the
corporation shall be vested in the Board of Directors, which shall have and may
exercise all of the powers that may be exercised or performed by the
corporation.
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4.2 The Board of Directors shall consist of one member who shall be elected
at an annual meeting of the shareholders and serve for a term of one year and
until their successors are elected. A majority of said Directors shall
constitute a quorum for the transaction of business. All resolutions adopted and
all business transacted by the Board of Directors shall require the affirmative
vote of a majority of the Directors present at the meeting.
4.3 The Directors may fill the place of any Director which may become
vacant prior to the expiration of his term, such appointment by the Directors to
continue until the expiration of the term of the Director whose place has become
vacant.
4.4 The Directors shall meet annually following the annual meeting of the
shareholders. Special meetings of the Directors may be called at any time by the
President or by any one of the Directors then holding office on five days'
notice. Notice of any such meeting may be waived by instrument in writing.
Notice shall be deemed given on the third day after mailing via U.S. first class
mail such notice to any director at his address as shown on the records of the
corporation. Attendance in person at such meeting shall constitute a waiver of
notice thereof. The signature of any Director approving the minutes of any
meeting of the Board of Directors, entered thereon, shall be effective to the
same extent as if such Director had been present at such meeting. Any meeting of
the Board of Directors may be held within or without the State of Georgia at
such place as may be determined by the person or persons calling the meeting.
4.5 Any action to be taken at a meeting of the Directors, or any action
that may be taken at a meeting of the Directors, may be taken without a meeting
if a consent which may be in the form of minutes of a meeting in writing,
setting forth the action so taken, shall be signed by all of the Directors.
ARTICLE FIVE
OFFICERS
5.1 The officers of the corporation shall consist of a President, a
Secretary and a Treasurer. The officers shall be elected by the Directors and
shall serve at the pleasure of the Board of Directors.
5.2 The President shall be the chief executive officer of the corporation
and shall have general and active management of the operation of the
corporation. He shall be responsible for the administration of the corporation,
including general supervision of the policies of the corporation, general and
active management of the financial affairs of the corporation, and shall execute
bonds, mortgages or other contracts under the seal of the corporation. He shall
only borrow money on behalf of the corporation pursuant to authority which may
be general authority from the Board of Directors. The President shall have the
authority to institute or defend legal proceedings when the Directors are
deadlocked.
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5.3 The Secretary shall keep minutes of all meetings of the shareholders
and Directors and have charge of the minute books, stock books and seal of the
corporation and shall perform such other duties and have such other powers as
may from time to time be delegated to him by the President or the Board of
Directors.
5.4 The Treasurer shall be charged with the management of the financial
affairs of the corporation and shall have the power to recommend action
concerning the corporation's financial affairs to the President.
5.5 Assistants to the Secretary and Treasurer and one or more Vice
Presidents may be appointed by and shall have such duties as shall be delegated
to them by the President or the Board of Directors.
ARTICLE SIX
SEAL
6.1 The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine, and shall initially be in the
following form:
----------------------------------------
Corporate Seal
Fulton County, Georgia
In the event it is inconvenient to use such a seal at any time, the signature of
the company followed by the word "Seal" enclosed in parentheses or scroll, shall
be deemed the seal of the corporation. The seal shall be in the custody of the
Secretary and affixed by him or any Assistant Secretary on the certificates of
stock and such other papers as may be directed by law, by these by-laws or by
the President or by the Board of Directors.
ARTICLE SEVEN
AMENDMENT
7.1 These by-laws may be amended at any meeting of the shareholders by the
affirmative vote of a majority of those present at any meeting of the
shareholders of the corporation, or may be amended unanimously by the Board of
Directors provided that such amendment shall be ineffective after the date of
the next meeting of the shareholders unless approved at that meeting by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock of the corporation represented at such next meeting.
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ARTICLE EIGHT
REIMBURSEMENT
8.1 Any payments made to an officer of the corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. It shall be the duty of the Directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.
ARTICLE NINE
EMPLOYEE BENEFIT PLANS
9.1 The corporation hereby establishes one or more of the following
Employee Benefit Plans: (1) a pension plan; (2) a profit sharing plan; (3) a
sick pay plan; (4) a medical expense plan; or (5) other fringe benefit or
incentive compensation plans.
ARTICLE TEN
INDEMNIFICATION
10.1 Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of this corporation, or of a similar position for another
corporation, partnership, joint venture, trust or other enterprise at the
request of this corporation, shall be indemnified by this corporation, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding shall be indemnified against all expense (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in a manner he
reasonably believed to be in or not opposed to the best interests of this
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act 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 criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
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10.2 Determination of the right to such indemnification and the amount
thereof may be made, at the option of the person to be indemnified, pursuant to
procedure set forth from time to time in the by-laws or by any of the following
procedures: (a) order of the court or administrative body or agency having
jurisdiction of the action, suit or proceeding, (b) resolution adopted by a
majority of a quorum of the board of directors who have incurred expenses in
connection with such action, suit or proceeding, (c) resolution adopted by a
majority of a quorum of the stockholders entitled to vote at any meeting, or (d)
order of any court having jurisdiction over the corporation. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers and employees of the corporation and the other persons above mentioned,
may have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
or reimbursement under any by-law, agreement, vote of stockholders, provision of
law, insurance policy, or otherwise, as well as their rights under this Article.
The provisions of this Article shall apply to any member of any committee
appointed by the board of directors as fully as though such person had been a
director, officer or employee of the corporation.
10.3 A disinterested majority of the board of directors of this corporation
or a majority of a quorum of the stockholders entitled to vote at a meeting
shall be authorized to pay to any person entitled to indemnification under this
Article, all actual expenses incurred in connection with such action, suit or
proceeding during the pendancy thereof.
10.4 It is the intention of this corporation that this Article of the
By-Laws of this corporation and the indemnification hereunder shall extend to
the maximum indemnification possible under the laws of the State of Georgia, and
if any one or more words, phrases, clauses, sentences, or section of this
Article should be held unenforceable for any reason, all remaining portions of
this Article shall remain of full force and effect.
10.5 No contract or other transaction between this Corporation and any
other firm, association or corporation shall be affected or invalidated by the
fact that any of the members of the Board of Directors of this Corporation are
interested in or are members, shareholders, governors, directors or officers of
such firm, association or corporation; and no contract, act or transaction of
this Corporation with any individual firm, association or corporation shall be
affected or invalidated by the fact that any of the members of the Board of
Directors of this Corporation are parties to or interested in such contract, act
or transaction or are in any way connnected with such individual, firm,
association or corporation. Each individual who may become a member of the Board
of Directors of this Corporation is hereby relieved from any liability that
might otherwise exist from contracting with this Corporation for the benefit of
himself or any firm, association or corporation in which he may in any way be
interested.
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