Exhibit 3.241
January 14, 1988
BY-LAWS
OF
SPECTRUM EMERGENCY CARE, INC.
Incorporated under the laws of Missouri
* * * * * * * *
Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.
Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held at 11:00
o'clock A.M. on the third Thursday of February in each year, unless such day is
a legal holiday, in which case such meeting shall be held on the business day
next following. Subject to specific requirements of law, special meetings of the
stockholders may be held upon call of the President, any Vice President, or the
Board of Directors. Such call shall state the time, place and purpose of the
meeting. Notice of the time and place of every meeting of stockholders shall be
mailed by the Secretary or the officer performing his duties, at least ten days
before the meeting, to each stockholder of record having voting power and
entitled to such notice at his last known post office address; provided,
however, that if a stockholder be present at a meeting, or in writing waive
notice thereof before or after the meeting, notice of the meeting to such
stockholder shall be unnecessary. The holders of a majority of the shares of
stock having voting power present in person or by proxy shall constitute a
quorum. Each holder of stock shall be entitled at every meeting of the
stockholders to one vote for each share of such stock registered in his name on
the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.
Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof may be taken without a meeting
if all the
stockholders consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the stockholders. Requirements of law,
of the Certificate of Incorporation, or of these by-laws with respect to notices
of meetings, waivers of such notices, availability of stockholders lists, and
similar requirements, shall be deemed to have been waived by the stockholders
with respect to any such written consent action, as evidenced by execution of
same by each such stockholder.
Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.
Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.
Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.
Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of directors without cause assigned. The officers shall have such duties as
usually
2
pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.
Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.
Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.
Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.
3
BY-LAWS OF
PHYSICIANS PLACEMENT GROUP, INC.
ARTICLE I
Offices
The principal office of the corporation in the State of Missouri shall be
located in St. Louis County, Missouri. The corporation may have such other
offices, either within or without the State of Missouri, as the business of the
corporation may require from time to time.
The registered office of the corporation required by The General and
Business Corporation Law of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
Shareholders
Section 1. Annual Meeting: The annual meeting of the shareholders shall be
held at the hour of 7:30 PM on the third Thursday in December in each year,
beginning with the year 1972 for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.
Section 2. Special Meetings: Special meeting of the shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation.
Section 3. Place of Meeting: The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors. The shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Missouri, except as otherwise provided in Section 5 of this article.
Section 4. Notice of Meetings: 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
4
meeting is called, shall be delivered not less than ten nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope addressed to the shareholder at his address as
it appears on the records of the corporation, with postage thereon prepaid. In
addition to the written or printed notice, a notice of the place, day and hour
of the meeting shall be published in a daily or weekly newspaper published in
the City or County where the registered office of the corporation is located,
the first insertion to be not less than ten days prior to the date of the
meeting, and if such notice be published in a weekly newspaper, such notice
shall be published at least twice, and if such notice be published in a daily
newspaper, such notice shall be published at least nine times.
Section 5. Meeting of All Shareholders: If all of the shareholders shall
meet at any time and place, either within or without the State of Missouri, and
consent to the holding of a meeting, such meeting shall be valid, without call
or notice, and at such meeting any corporate action may be taken.
Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of
Directors of the corporation may close its stock transfer books for a period not
exceeding fifty (50) days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend or for the allotment of rights, or the
date when any change or conversion or exchange of shares shall be effective; or,
in lieu thereof, may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of shareholders, or to the date for the
payment of any dividend or for the allotment of rights, or to the date when any
change or reconversion or exchange of shares shall be effective, as the record
date for the determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any such change, conversion or exchange of shares; and the shareholders of
record on such date of closing the transfer books, or on the record date so
fixed, shall be the shareholders entitled to notice of and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be. If the Board of
Directors shall not have closed the transfer books or set a record date for the
determination of its stockholders entitled to vote as hereinabove provided, the
date on which notice of the meeting is mailed or the date such dividend is
declared or other right announced, as the case may be, shall be the record date
for such determination of shareholders so entitled to vote.
Section 7. Voting Lists: At least ten days before each meeting of
shareholders, the officer or agent having charge of the transfer book for shares
of the corporation shall make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of, and
the number of shares held by, each shareholder, which 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 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 whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this state, shall be prima
facie
5
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of shareholders.
Section 8. Quorum: A majority of the outstanding shares of the corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders; provided, that if less than a majority of the outstanding
shares are represented at said meeting, a majority of the shares so represented
may adjourn the meeting, from time to time, without further notice, to a date
not longer than ninety days from the date originally set for such meeting.
Section 9. Proxies: At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 10. Voting of Shares: Subject to the provisions of Section 12, each
outstanding share of capital stock having voting rights shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.
Section 11. Voting of Shares by Certain Holders: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, curator, or trustee may be voted by such fiduciary, either
in person or by proxy, but no guardian, curator, or trustee shall be entitled,
as such fiduciary, to vote shares held by him without a transfer of such shares
into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer there of into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 12. Cumulative Voting: In all elections for directors, every
shareholder shall have the right to vote, in person or by proxy the number of
shares owned by him, for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.
6
Section 13. Informal Action by Shareholders: 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.
ARTICLE III
Directors
Section 1. General Powers: The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Election and Term: The number of directors of the
corporation shall be 3, each of whom shall be elected at the first annual
meeting of the shareholders, and annually thereafter, for a term of one year,
and each of whom shall hold office until his successor has been elected and has
qualified.
Section 3. Regular Meetings: A regular meeting of the Board of Directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Missouri, for the holding of additional regular meetings with notice of
such resolution to all directors.
Section 4. Special Meetings: Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place in the United States, either within or without the State of Missouri,
as the place for holding any special meeting of the Board of Directors called by
them.
Section 5. Notice: Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram provided, however, that if
the designated meeting place is without the State of Missouri, an additional
five days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
Section 6. Quorum: A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided that if less than
7
a majority of the directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
Section 7. Manner of Acting: The act of the majority of the directors
present at a meeting of the directors at which a quorum is present shall be the
act of the Board of Directors.
Section 8. Vacancies: In case of the death or resignation or
disqualification of one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the shareholders. A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the shareholders.
Section 9. Compensation: Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; 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
Officers
Section 1. Number: The officers of the corporation shall be a President,
one or more Vice-Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer, a Secretary and such other officers as may be elected
in accordance with the provisions of this article. The President shall be chosen
from the Members of the Board of Directors. The remaining officers of the
corporation need not be chosen from the Members of the Board, but they may be so
chosen. The Board of Directors, by resolution, may create the offices of one or
more assistant Treasurers and assistant Secretaries, all of whom shall be
elected by the Board of Directors. Any two or more offices may be held by the
same person, except the offices of President and Secretary.
All officers and agents of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the property and affairs of the corporation as may be provided in the
by-laws, or, in the absence of such provision, as may be determined by
resolution of the Board of Directors.
Section 2. Election and Term of Office: The officers of the corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
8
Section 3. 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 would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies: A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive
officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with the Secretary or
Treasurer or any other proper officer thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice-Presidents: In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation; and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 7. The Treasurer: If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
Section 8. The Secretary: The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is
9
duly authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a
Vice-President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
Section 9. Assistant Treasurers and Assistant Secretaries: The assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. Assistant Secretaries and Treasurers,
as thereunto authorized by the Board of Directors, may sign with the President
or a Vice-President certificates for shares of the corporation, the issue of
which shall have been authorized by a resolution of the Board of Directors. The
assistant Treasurers and assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.
Section 10. Salaries: The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
Contracts, Loans, Checks and Deposits
Section 1. Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks, Drafts, etc.: All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.
10
ARTICLE VI
Certificates for Shares and Their Transfer
Section 1. Certificates for Shares: Certificates representing shares of the
corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice-President
and by the Secretary, Treasurer or an Assistant Secretary or Treasurer, and
shall be sealed with the seal of the corporation. All certificates for shares
shall be consecutively numbered. The name of the person owning the shares
represented thereby with the number of shares and date of issue shall be entered
on the books of the corporation. All certificates surrendered to the corporation
for transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.
Section 2. Transfers of Shares: Transfers of shares of the corporation
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall begin on the first day of November
in each year and end on the last day of October in each year.
ARTICLE VIII
Dividends
The Board of Directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
ARTICLE IX
Seal
The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Missouri."
11
ARTICLE X
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions
of these by-laws or under the provisions of the articles of incorporation or
under the provisions of The General and Business Corporation Act of Missouri,
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.
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS AGAINST
LIABILITIES AND EXPENSES IN ACTIONS
Each director or officer, or former director or officer of this
corporation, and his legal representatives, shall be indemnified by this
corporation against liabilities, expenses, counsel fees and costs reasonably
incurred by him or his estate in connection with, or arising out of, any action,
suit, proceeding or claim in which he is made a party by reason of his being, or
having been, such director or officer; and any person who, at the request of
this corporation, served as director or officer of another corporation in which
such corporation owned corporate stock, and his legal representatives, shall in
like manner be indemnified by the corporation so requesting him to serve;
provided that in neither case shall the corporation indemnify such director or
officer with respect to any matters as to which he shall be finally adjudged in
any such action, suit or proceeding to have been liable for negligence or
misconduct in the performance of his duties as such director or officer. The
indemnification herein provided for, however, shall apply also in respect of any
amount paid in compromise of any such action, suit, proceeding or claim asserted
against such director or officer (including expenses, counsel fees and costs
reasonably incurred in connection therewith), provided the board of directors of
the corporation shall have first approved such proposed compromise settlement
and determined that the director or officer involved was not guilty of
negligence or misconduct; but in taking such action any director involved shall
not be qualified to vote thereon, and if for this reason a quorum of the board
cannot be obtained to vote on such matter it shall be determined by a committee
of three persons appointed by the shareholders at a duly called special meeting
or at a regular meeting. In determining whether or not a director or officer was
guilty of negligence or misconduct in relation to any such matters, the board of
directors or committee appointed by shareholders, as the case shall be, may rely
conclusively upon an opinion of independent legal counsel selected by such board
or committee. Any compromise settlement authorized herein shall not be effective
until submitted to and approved by a Court of competent jurisdiction. The right
to indemnification herein provided shall not be exclusive of any other rights to
which such director or officer may be lawfully entitled.
ARTICLE XII
Amendments
12
These by-laws may be altered, amended or repealed and new by-laws may be
adopted at any annual meeting of the shareholders or at any special meeting of
the shareholders called for that purpose. The Board of Directors may adopt
emergency by-laws as provided by law.
Adopted on November 10, 1971
Attest: ----------------------------------------
Chairman
- -------------------------------------
Secretary
13
SUBSCRIPTION AGREEMENT
This agreement is made on the day last below written by and among the
following parties:
David L. Joyce
Thomas P. Cooper
Douglas D. Joyce
WITNESSETH:
WHEREAS, the parties hereto desire to organize a Corporation upon the terms
herein set forth,
IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:
1. The parties shall causes Corporation to be known as PHYSICIANS PLACEMENT
GROUP, INC. to be organized under the General and Business Corporation Law of
the State of Missouri.
2. As soon as practicable following the execution of this agreement, the
Articles of Incorporation in the form attached hereto, marked Exhibit A and by
this reference made a part hereof, shall be filed with the Secretary of State of
Missouri.
3. If the Corporation at the first meeting of the Board of Directors of the
Corporation shall adopt the "Plan to Offer IRC 1244 Stock," which plan is
attached hereto, marked Exhibit B, and by reference made a part hereof and if
pursuant to said plan the Corporation offers the stock subscribed in said plan,
then each of the proposed stockholders named in said plan agrees, by execution
of this agreement, to purchase upon the call of the Board of Directors following
the adoption of said Plan, the number of shares of common stock offered to such
proposed stockholder by said plan for the consideration stated and described
therein.
4. This Subscription Agreement is hereby expressly conditioned upon the
adoption by the Corporation of the Plan described in paragraph 3 hereof, and if
the Corporation fails to adopt said plan then this agreement shall be of no
effect.
14
EXHIBIT B
PLAN TO OFFER IRC 1244 STOCK
When adopted by resolution of the Board of Directors of PHYSICIANS
PLACEMENT GROUP, INC., a Missouri Corporation, the following shall constitute
the Plan of said Corporation for the offering of certain shares of common stock
of the Corporation to qualify as "Section 1244 stock" under Section 1244 of the
Internal Revenue Code of 1954, as amended:
1. The Corporation, upon the adoption of this Plan by its Board of
Directors, offers to sell to the following persons the shares of common stock of
the Corporation for the consideration shown:
David L. Joyce, 334 shares, Common Stock $334.00 in cash
Thomas P. Cooper, 334 shares, Common Stock $334.00 in cash
Douglas D. Joyce, 334 shares, Common Stock $334.00 in cash
2. This offer shall expire no later than two (2) years from the date of the
adoption of this Plan by the Corporation.
3. In no event shall the total consideration which the Corporation receives
for all the stock offered by this Plan exceed Five Hundred Thousand ($500,000)
Dollars. Property received as consideration for stock shall be valued for
purposes of this paragraph at its adjusted basis for federal tax purposes.
4. The stock offered under this Plan is offered only for consideration
consisting of money or property not including stocks or securities. In no event
shall the stock offered under this Plan be issued for services or for stock or
securities.
5. If any other stock is being offered by the Corporation at the time of
the adoption of this Plan, then all such prior offerings are, by the adoption of
this Plan, specifically terminated and withdrawn. Further, by the adoption of
this Plan, the Corporation determines that no other offerings of stock of the
Corporation shall be made by the Corporation until the offering provided for in
this Plan has expired or has been terminated. It is the intent of this paragraph
that when the stock offered is issued pursuant to this Plan, it will be the only
stock of the Corporation then being offered by the Corporation.
15
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
29th day of October, 1971.
/s/ David L. Joyce
----------------------------------------
/s/ Thomas P. Cooper M.D.
----------------------------------------
/s/ Douglas D. Joyce
----------------------------------------
16
6. The stock offered under this Plan is intended to qualify for ordinary
loss treatment as provided in Section 1244 of the Internal Revenue Code of 1954,
as amended, and all provisions, conditions and limitations of this Plan shall be
construed so as to cause this stock to so qualify.
17
BYLAWS
OF
SPECTRUM EMERGENCY CARE, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of SPECTRUM EMERGENCY CARE, 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 Missouri 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 Missouri,
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
18
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.
19
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 Missouri. 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.
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
20
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 Missouri.
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.
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
21
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.
22
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
23
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.
24
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 Missouri. 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 Missouri 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 Missouri 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
25
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 Missouri Corporation Act, that such document is on file in
the office of the Secretary of State of Missouri 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 Missouri 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
26
books for such 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 or 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
27
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 or was a director or officer of the
Corporation, or 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, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses (including attorneys' fees) actually incurred by such
person in connection with such action, suit, or proceeding. 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 an individual 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 criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) Subject to any limitation which may be contained in the Charter, the
Corporation shall, to the full extent permitted by law, pay or reimburse on a
current basis the expenses incurred by any person described in subsection (a) of
this Section 7.07 in connection with any such action, suit, or proceeding in
advance of the final disposition thereof, if the Corporation has received (i) a
written affirmation by the recipient of his good faith belief that he has met
the standard of conduct necessary for indemnification and (ii) a written
undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not satisfied such
standard of conduct or if indemnification is prohibited by law.
(c) If required by law at the time such payment is made, any payment of
indemnification or advance of expenses to a director shall be reported in
writing to the shareholders with or before the notice or waiver of notice of the
next Shareholder's meeting or with or before the next submission to Shareholders
of a consent to action without a meeting, within the 12-month period immediately
following the date of the indemnification or advance.
(d) The Corporation may purchase and maintain insurance 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 asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
this article, subject to any restrictions imposed by law. The Corporation may
create a trust fund, establish any form of self-insurance, grant a security
interest or other lien on the assets of the Corporation, or use other means
(including, without limitation, a letter of credit, guarantee or surety
arrangement) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.
(e) The rights provided under this Section 7.07 shall not be deemed
exclusive of any other rights permitted by law to which such person may be
entitled under any provision of the
28
Charter, a resolution of Shareholders or directors of the Corporation, an
agreement or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. The rights provided in
this Section 7.07 shall be deemed to be provided by a contract between the
Corporation and the individuals who serve in the capacities described in
subsection (a) hereof at any time while these bylaws are in effect, and no
repeal or modification of this Section 7.07 by the Shareholders shall adversely
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.
29