Exhibit 3.255
AMENDED AND RESTATED
BYLAWS
OF
EMCARE HOLDINGS INC.
ARTICLE I
OFFICES
1. REGISTERED OFFICE. The registered office and registered agent of
EmCare Holdings Inc., a Delaware corporation (the "Corporation") shall be the
registered office and registered agent established pursuant to the certificate
of incorporation, as amended, of the Corporation (the "Charter").
2. OTHER OFFICES. The Corporation may have offices at such other
places, both within and without the State of Delaware, as the Board of Directors
of the Corporation (the "Board of Directors") determines or the business of the
Corporation requires.
ARTICLE II
CAPITAL STOCK
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the Corporation shall be signed by, or in the name of, the Corporation by the
Chairman of the Board of Directors or the Vice-Chairman of the Board of
Directors, if any, or by the President and by the Secretary or an Assistant
Secretary of the Corporation. Any or all of the signatures on any such
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.
Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares and either (i) the
full text of the restriction or (ii) a statement of the existence of such
restriction and that the holder of such certificate will be furnished, without
charge, a copy thereof, shall be set forth on the face or back of the
certificate.
The Corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to agree to indemnify or give the Corporation a bond sufficient
to indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate or
the issuance of any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the Corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
Corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be
required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (A) arrange for the disposition of fractional
interests by those entitled thereto, (B) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (C) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the Corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the Corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger 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 or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of
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Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the Corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Charter confers such rights where
there are two or more classes or series of shares of stock or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
Charter may provide for more than one class or series of shares of stock, one or
more of which are limited or denied such rights thereunder; provided, however,
that no such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the Charter, except as any
provision of law may otherwise require.
ARTICLE III
STOCKHOLDERS
1. TIME OF MEETINGS. The annual meeting shall be held on the date and
at the time fixed, from time to time, by the directors or the Chairman of the
Board or the President, provided, that each annual meeting shall be held on a
date within thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.
2. PLACE OF MEETINGS. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the directors or
the Chairman of
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the Board or the President may, from time to time, fix. Whenever the directors
or the Chairman of the Board or the president shall fail to fix such place, the
meeting shall be held at the registered office of the Corporation in the State
of Delaware.
3. SPECIAL MEETINGS. Special meetings of stockholders may be called at
any time only by the Chairman of the Board of Directors or President and
business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.
4. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within such city or other municipality or community at which, and the period
during which, the list of stockholders of the Corporation may be examined. The
notice of an annual meeting shall state that the meeting is called for the
election of directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be
taken at a special meeting is to be taken at such annual meeting) state the
purpose or purposes. The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called. The notice of any
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the Corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States Mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, 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 stockholders need be
specified in any written waiver of notice.
5. ADJOURNMENTS. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these Bylaws by the stockholders present or represented at the meeting and
entitled to vote, although less than a quorum, or, if no stockholder is present,
by any officer entitled to preside at or to act as Secretary of such meeting. At
the adjourned meeting, the Corporation may transact any business which might
have been transacted at the original meeting.
6. STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of
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stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote at
any meeting of stockholders.
7. CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, the Vice-Chairman of the Board, if any,
the President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the Corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
8. INTRODUCTION OF BUSINESS AT MEETINGS.
A. Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders only (a) of the persons and
business specified in the Corporation's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of notice provided for in
this Paragraph 8, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Paragraph 8.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Paragraph 8, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
one hundred and twentieth (120th) day nor earlier than the close of business on
the one hundred and fiftieth (150th) day prior to the first anniversary of the
proxy statement delivered to stockholders in connection with the preceding
year's annual meeting; provided, however, that if no annual meeting was held in
the preceding year or the date of the annual meeting has been changed by more
than 30 days from the date contemplated at the time of such preceding year's
proxy statement, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the ninetieth (90th) day prior to such
annual meeting and not later than the close
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of business on the later of the sixtieth (60th) day prior to such annual meeting
or the close of business on the tenth (10th) day following the day on which
public announcement of the date of such meeting is first made by the
Corporation. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner of stock, if any, on whose behalf the
nomination or proposal is made and (c) as to the stockholder giving the notice
and the beneficial owner of stock, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation that are owned beneficially and held of
record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Paragraph 8 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of
Directors at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after such anniversary date, at least
seventy (70) days prior to such annual meeting), a stockholder's notice required
by this Paragraph 8 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.
B. Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nomination of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice of
the special meeting, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Paragraph 8. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Paragraph 8 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth (90th) day prior to such special meeting nor
later than the close of business or the earlier of the sixtieth (60th) day prior
to such special meeting or the tenth (10th) day following
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the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.
C. General.
(1) Only such persons who are nominated in accordance with
the procedures set forth in this Paragraph 8 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Paragraph 8. Except as otherwise provided by law or these
Bylaws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Paragraph 8 and, if any proposed nomination or business is not in
compliance herewith to declare that such defective proposal or nomination shall
be disregarded.
(2) For purposes of this Paragraph 8, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Paragraph 8, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in this Paragraph 8 shall be deemed to affect
any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.
9. PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.
10. INSPECTORS. The Corporation shall, in advance of any meeting,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting, the person presiding at the meeting
shall appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall
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determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the validity of ballots
and proxies, and shall count all votes and ballots, and determine and retain for
a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots.
On request of the person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge, question, or matter
determined by him or them and execute a certificate of any fact found by him or
them.
11. QUORUM. Except as otherwise provided by law, the Charter or these
Bylaws, the holders of a majority of the outstanding shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum at a meeting of stockholders for the transaction of any business. The
stockholders present may adjourn the meeting despite the absence of a quorum.
12. VOTING. Except as provided in the Charter, each share of stock
shall entitle the holder thereof to one vote and a proportionate vote for each
fractional share so held. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions of the
Original Common Stock and these Bylaws. In the election of directors, and for
any other action, voting need not be by written ballot.
13. STOCKHOLDER ACTION WITHOUT MEETINGS. The stockholders of the
Corporation may not take any action by written consent in lieu of a meeting.
14. TELEPHONIC MEETINGS. The stockholders may hold a meeting by means
of conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Paragraph 14 shall constitute presence in person at such a
meeting.
ARTICLE IV
DIRECTORS
1. FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
of the Corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The number
of directors constituting the whole board shall be determined pursuant to the
Charter.
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3. CLASSES OF DIRECTORS. The Board of Directors shall be divided into
three classes as set forth in the Charter.
4. TERMS OF OFFICE. Each director shall have a term as set forth in
the Charter.
5. TIME OF MEETINGS. Regular meetings of the Board of Directors shall
be held at such time as the Board shall fix, except that the first meeting of a
newly elected Board shall be held as soon after its election as the directors
may conveniently assemble.
6. PLACE OF MEETINGS. Regular and special meetings of the Board of
Directors shall be held at such place within or without the State of Delaware as
shall be fixed by the Board.
7. SPECIAL MEETINGS. Special meetings may be called by or at the
direction of the Chairman of the Board, the Vice-Chairman of the Board, if any,
or the President, or of a majority of the directors. No call shall be required
for regular meetings for which the time and place have been fixed.
8. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, 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 directors need be specified in any
written waiver of notice.
9. QUORUM AND ACTION. A quorum of the Board of Directors shall be
determined as set forth in the Charter. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law or
the the Charter or these Bylaws.
10. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
11. REMOVAL OF DIRECTORS. Any director elected by the stockholders, or
the Board of Directors to fill a vacancy, may be removed only for cause by the
affirmative vote of the holders of at least a majority of the combined voting
power of the shares of capital stock of the Corporation outstanding and entitled
to vote for the election of directors.
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12. RESIGNATION. Any director may resign by delivering his written
resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
13. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation with the exception of any authority the delegation of
which is prohibited by 141 of the General Corporation Law, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
14. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
15. TELEPHONIC MEETINGS. The Board of Directors may hold a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Paragraph 15 shall constitute presence in person at
such meeting.
ARTICLE V
OFFICERS
1. ELECTION OF OFFICERS. The Board of Directors shall elect the
officers of the Corporation. The officers of the Corporation shall be a Chairman
of the Board, a President, a Treasurer, a Secretary, and, if deemed necessary by
the Board of Directors, a Vice-Chairman of the Board of Directors, one or more
Vice Presidents, Assistant Treasurers, Assistant Secretaries and such other
officers as the Board of Directors deems appropriate. The same person may hold
any two or more offices.
2. SALARIES. The Board of Directors shall establish the salary of each
officer of the Corporation.
3. TERM AS OFFICERS. Each officer of the Corporation shall hold office
until the Board of Directors elects such officer's successor or until such
officer's death,
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resignation, or removal from office. The Board of Directors may remove any
officer from office at any time.
4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief
executive officer of the Corporation. Subject to the Board of Directors, the
Chairman of the Board shall have the authority to manage the business and
affairs of the Corporation. The Chairman of the Board shall preside at all
meetings of the stockholders and all meetings of the Board of Directors.
5. PRESIDENT. The President shall be the chief operating officer of
the Corporation. Subject to the Board of Directors and the Chairman of the
Board, the President shall have the authority to manage the business and affairs
of the Corporation.
6. VICE PRESIDENT. Subject to the Board of Directors, the Chairman of
the Board, and the President, each Vice President shall have general powers of
management and supervision of the business and affairs of the Corporation.
7. TREASURER. The Treasurer shall be the chief financial officer of
the Corporation. The Treasurer shall have custody of the corporate funds and
securities, shall keep records of the receipts and disbursements of the
Corporation, and shall deposit all moneys and other valuable effects of the
Corporation in such depositories as the Chairman of the Board, the President, or
the Treasurer selects. The Treasurer shall perform such other duties as the
Board of Directors, the Chairman of the Board, or the President prescribe.
8. SECRETARY. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors, and shall record all
votes taken at those meetings. The Secretary shall deliver, or cause to be
delivered, notice of all meetings of the stockholders and special meetings of
the Board of Directors, and shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.
ARTICLE VI
INDEMNIFICATION OF OFFICERS; DIRECTORS,
EMPLOYEES AND AGENTS
1. The Corporation shall indemnify 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 or in the right of the Corporation) by reason of the
fact that 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 or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 no reasonable cause to believe such conduct was unlawful. The
termination of
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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 good faith and in a manner which the
person 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 such conduct was unlawful.
2. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that the 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 or officer of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or such other
court shall deem proper.
3. To the extent that a director or officer of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs 1 and 2, above, or in defense of any claim,
issue or matter therein, such director or officer shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred in
connection therewith.
4. Any indemnification under paragraphs 1 and 2 above (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstance because such director or officer has met the
applicable standard of conduct set forth in paragraphs 1 and 2 above. Such
determination shall be made (A) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (B) if such a quorum is not obtainable or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (C) by the stockholders.
5. Notwithstanding any contrary determination in the specific case
under paragraph 4 above, and notwithstanding the absence of any determination
thereunder, any present or former director or officer of the Corporation may
apply to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under paragraphs 1 and 2
above. The basis of such indemnification by a court shall be a determination by
such court that indemnification of such person is proper in the circumstances
because he has met the applicable standards of conduct set forth in paragraph 1
or paragraph 2, as the case may be. Neither a contrary determination in the
specific case under paragraph 4 nor
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the absence of any determination thereunder shall be a defense to such
application or create a presumption that such person seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this paragraph 5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, such person seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.
6. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by, or on
behalf of, such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this bylaw. Such expenses (including attorneys' fees) incurred by
other employees and agents shall be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.
7. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in any official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person. The provisions of
this Article shall not be deemed to preclude the indemnification of any person
who is not specified in paragraphs 1 and 2 above, but whom the Corporation has
the power or obligation to indemnify under the General Corporations Law of the
State of Delaware, or otherwise.
8. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this bylaw
or under the provisions of the General Corporation Law of the State of Delaware.
9. For purposes of this bylaw, references to "the Corporation" shall
include, in addition to the Corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had the power and authority
to indemnify its directors and officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this bylaw with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
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10. Notwithstanding anything contained in this Article to the
contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by paragraph 5 above), the Corporation shall not be obligated
to indemnify any person in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board of Directors of the Corporation.
11. The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the advancement
of expenses to employees and agents of the Corporation similar to those
conferred in this Article to directors and officers of the Corporation.
12. All rights to indemnification and advancement of expenses under
this bylaw shall be deemed to be provided by contract between the Corporation
and the director or officer who serves in such capacity at any time while these
Bylaws and other relevant provisions of the General Corporation Law of the State
of Delaware and other applicable law, if any, are in effect.
13. For purpose of this bylaw, reference to "other enterprises" shall
include employee benefit plans; reference to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, Officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, Employee, or agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and beneficiaries of any
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this bylaw.
14. If this bylaw or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each person as provided above as to the expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by any applicable
portion of this bylaw that shall not have been invalidated or by any other
applicable law.
15. (A) Any repeal or modification of this Article by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.
(B) If the General Corporation Law of the State of Delaware is
amended after approval by stockholders of this bylaw to authorize corporate
action further eliminating or limiting the personal liability of directors or
officers, then a director or officer of the Corporation, in addition to the
circumstances in which he is not now personally liable, shall be free of
liability to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.
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ARTICLE VII
GENERAL PROVISIONS
1. CHECKS. The Chairman of the Board, the President, or the Treasurer,
or such other person or persons as any of them may designate, shall sign the
checks drawn on the accounts of the Corporation.
2. DIVIDENDS. Subject to provisions of the Charter and the provisions
of the General Corporation Law, the Board of Directors may declare dividends
upon the shares of the Corporation. The Corporation may pay dividends in cash,
property, or shares of the Corporation. The date when the Board of Directors
adopts a resolution declaring a dividend shall be the record date for the
purpose of determining the stockholders entitled to receive payment of that
dividend, unless the resolution specifies another record date.
3. EXECUTION OF CONTRACTS. The Board of Directors may authorize any
officer or agent to execute and deliver any contract or instrument on behalf of
the Corporation. Such authority may be general or confined to specific
instances.
4. FISCAL YEAR. The fiscal year of the Corporation shall be the fiscal
year established in a resolution adopted by the Board of Directors.
5. SEAL. The Board of Directors shall adopt a corporate seal for the
Corporation.
6. VOTING OF SECURITIES. Any officer of the Corporation shall have
authority on behalf of the Corporation to vote securities of another Corporation
or entity that the Corporation owns or to execute and deliver on behalf of the
Corporation a written consent to action of the holders of such securities in
lieu of a meeting.
ARTICLE VIII
CONTROL OVER BYLAWS
Subject to the provisions of the Charter and the provisions of the
General Corporation Law, the power to amend, alter, or repeal these Bylaws and
to adopt new Bylaws may be exercised by the Board of Directors or by the
stockholders.
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BYLAWS
OF
EMCARE HOLDINGS INC.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office and registered
agent of EmCare Holdings Inc., a Delaware corporation (the "Company") shall be
the registered office and registered agent established pursuant to the
certificate of incorporation, as amended, of the Company (the "Charter").
Section 1.02 Other Offices. The Company may have offices at such other
places, both within and without the State of Delaware, as the board of directors
of the Company (the "Board of Directors") determines or the business of the
Company requires.
ARTICLE II
SHAREHOLDERS
Section 2.01 Place of Meetings. The shareholders of the Company (the
"Shareholders") may hold their meetings at such places, within or without the
State of Delaware, as the Board of Directors determines.
Section 2.02 Annual Meeting. The Shareholders shall hold an annual
meeting at such time as the Board of Directors determines. At the annual
meeting, the Shareholders shall elect the directors of the Company and transact
such other business as may properly be brought before the meeting.
Section 2.03 Special Meetings. The Board of Directors may call special
meetings of the Shareholders for any purpose. The Shareholders shall confine the
business transacted at a special meeting to the subjects stated in the notice of
the meeting.
Section 2.04 Notice of Meetings. The Secretary shall deliver, or cause
to be delivered, written notice of a meeting of the Shareholders to each
Shareholder of record. Such notice shall be delivered not less than ten nor more
than sixty days before the date of the meeting. The notice shall state the time
and place of the meeting, and in the case of a special meeting, the purpose of
the meeting.
Section 2.05 Quorum. The holders of a majority of the shares of the
Company entitled to vote, present in person or represented by proxy, shall
constitute a quorum at meetings
of the Shareholders. If a quorum does not exist at a meeting, the Shareholders
present in person or represented by proxy may adjourn the meeting, without
notice other than announcement at the meeting, until a quorum is present or
represented. At a reconvened meeting at which a quorum is present or
represented, the Shareholders may transact any business that they could have
transacted at the original meeting.
Section 2.06 Voting. When a quorum is present at a meeting of the
Shareholders, the affirmative vote of the holders of a majority of the shares of
the Company entitled to vote, present in person or represented by proxy, shall
decide any question brought before the meeting, except for the election of
directors. Directors shall be elected by written ballot, by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except for the election of
directors, the Shareholders need not vote by written ballot. A Shareholder shall
be entitled to vote in person or by a written proxy that the Shareholder has
signed and that bears a date not more than three years before the date of the
meeting, unless the proxy provides for a longer period. The holder of a proxy
shall file the proxy with the Secretary before or at the time of the meeting.
The Shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding whether a withdrawal of Shareholders
causes less than a quorum to exist.
Section 2.07 Shareholders of Record. The Board of Directors may
establish a record date not less than ten nor more than sixty days before the
date of a meeting of the Shareholders to determine the Shareholders entitled to
notice of the meeting and to vote thereat. In the absence of any Board of
Directors action, the date when the Secretary delivers, or causes to be
delivered, written notice of the meeting shall be the record date.
Section 2.08 Written Consent. The Shareholders may take any action
that they are required or permitted to take at a meeting of the Shareholders
without a meeting pursuant to a written consent, setting forth the action taken,
signed by the holders of issued and outstanding shares of the Company having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all votes entitled to vote thereon were
present and voted, and delivered to the Company to its registered office in
Delaware, its principal place of business, or an officer or agent of the Company
having custody of the minute books of the Company. Delivery to the Company's
registered office shall be by hand or by certified mail, return receipt
requested. Such consent shall have the same force and effect as a vote of the
Shareholders. The Secretary shall promptly notify those Shareholders who did not
sign such consent of the action taken pursuant thereto.
Section 2.09 Telephonic Meetings. The Shareholders may hold a meeting
by means of conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 2.09 shall constitute presence in person at
such meeting.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Management of the Corporation. The Board of Directors
shall manage the business and affairs of the Company.
Section 3.02 Number of Directors. The Board of Directors shall consist
of the number of directors established in a resolution of either the
Shareholders or the Board of Directors. In the absence of such a resolution, the
number of directors of the Company shall be one. Each director shall hold office
until the Shareholders elect such director's successor or until the Shareholders
otherwise remove such director from office.
Section 3.03 Removal of a Director. The Shareholders may remove a
director from office, with or without cause.
Section 3.04 Vacancies. If any vacancies occur in the Board of
Directors, the directors then in office, though less than a quorum, may choose a
successor or successors, or the Shareholders may elect a successor or
successors.
Section 3.05 Place of Meetings. The Board of Directors may hold its
meetings within or without the State of Texas.
Section 3.06 First Meeting of the Year. Each newly elected Board of
Directors shall hold its first meeting, without further notice, immediately
following the annual meeting of the Shareholders, and at the same place as such
meeting. At their first meeting, the Board of Directors shall elect the officers
of the Company.
Section 3.07 Regular Meetings. The Board of Directors may hold regular
meetings without notice at such time and place as the Board of Directors
determines.
Section 3.08 Special Meetings. The Board of Directors may hold special
meetings called by the Chairman of the Board, the President, or the Secretary on
five days written notice to each director. Such notice shall state the time and
place of the meeting. The notice need not state the purpose of the meeting.
Section 3.09 Quorum. At meetings of the Board of Directors, the
presence of a majority of the directors shall constitute a quorum. The act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. If a quorum does not exist at a
meeting, the directors present may adjourn the meeting, without notice other
than announcement at the meeting, until a quorum is present.
Section 3.10 Written Consent. The Board of Directors may take any
action that they are required or permitted to take at a meeting of the Board of
Directors without a meeting pursuant to a written consent, setting forth the
action taken, that all of the directors sign, filed
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with the minutes of proceedings of the Board of Directors. Such consent shall
have the same force and effect as a unanimous vote of the directors.
Section 3.11 Telephonic Meetings. The Board of Directors may hold a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this Section 3.11 shall constitute presence in person
at such meeting.
ARTICLE IV
NOTICES
Section 4.01 Notice by Mail. Whenever notice is required to be given
to a Shareholder or a director, such notice may be given by mail, postage
prepaid, addressed to such Shareholder or director at his, her, or its address
as it appears on the books of the Company. Any notice given by mail shall be
deemed delivered at the time deposited in the mail.
Section 4.02 Waiver of Notice. Whenever any notice is required to be
given to a Shareholder or a director, a written waiver thereof signed by the
Shareholder or director, whether signed before or after the time of the meeting
or other event requiring notice, shall be deemed equivalent to the giving of
such notice.
Section 4.03 Attendance at a Meeting. Attendance of a Shareholder or a
director at a meeting shall constitute a waiver of notice of such meeting by
such Shareholder or director, except when the Shareholder or director attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business at the meeting because of the lack
of proper notice.
ARTICLE V
OFFICERS
Section 5.01 Election of Officers. The Board of Directors shall elect
the officers of the Company. The officers of the Company shall be a Chairman of
the Board, a President, one or more Vice Presidents, a Treasurer, a Secretary,
and such other officers as the Board of Directors deems appropriate. The same
person may hold any two or more offices.
Section 5.02 Salaries. The Board of Directors shall establish the
salary of each officer of the Company.
Section 5.03 Term as Officers. Each officer of the Company shall hold
office until the Board of Directors elects such officer's successor or until
such officer's death, resignation, or removal from office. The Board of
Directors may remove any officer from office at any time.
4
Section 5.04 Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Company. Subject to the Board of Directors,
the Chairman of the Board shall have the authority to manage the business and
affairs of the Company. The Chairman of the Board shall preside at all meetings
of the Shareholders and all meetings of the Board of Directors.
Section 5.05 President. The President shall be the chief operating
officer of the Company. Subject to the Board of Directors and the Chairman of
the Board, the President shall have the authority to manage the business and
affairs of the Company.
Section 5.06 Vice President. Subject to the Board of Directors, the
Chairman of the Board, and the President, each Vice President shall have general
powers of management and supervision of the business and affairs of the Company.
Section 5.07 Treasurer. The Treasurer shall be the chief financial
officer of the Company. The Treasurer shall have custody of the corporate funds
and securities, shall keep records of the receipts and disbursements of the
Company, and shall deposit all moneys and other valuable effects of the Company
in such depositories as the Chairman of the Board, the President, or the
Treasurer selects. The Treasurer shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.
Section 5.08 Secretary. The Secretary shall attend all meetings of the
Shareholders and all meetings of the Board of Directors, and shall record all
votes taken at those meetings. The Secretary shall deliver, or cause to be
delivered, notice of all meetings of the Shareholders and special meetings of
the Board of Directors, and shall perform such other duties as the Board of
Directors, the Chairman of the Board, or the President prescribe.
ARTICLE VI
INDEMNIFICATION
Section 6.01 Indemnification. The Company shall
(i) indemnify any person who was, is, or is threatened to be made
a defendant or respondent in any completed, pending or threatened
action, suit, or proceeding (whether civil, criminal, 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 was or is a director or officer of
the Company, or while a director or officer of the Company, was or is
serving at the request of the Company 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, and
5
(ii) advance reasonable expenses to such person in connection
with such action, suit, or proceeding, upon receipt by the Company of
an undertaking by or on behalf of such person to repay such amount if
it shall be ultimately determined that he is not entitled to
indemnification. Any repeal or modification of this Section 6.01 shall
not adversely affect any right to indemnification of any person with
respect to any completed, pending, or threatened action, proceeding,
or suit existing immediately prior to such repeal or modification. The
rights provided in this Section 6.01 shall not be exclusive of any
other rights to which such person may be entitled under any provision
of the Charter, a resolution of the Shareholders or the Board of
Directors, an agreement, or otherwise.
ARTICLE VII
STOCK CERTIFICATES
Section 7.01 Stock Certificates. Stock certificates, representing
shares of the Company, in such form as the Board of Directors determines, shall
be delivered to each Shareholder. The Chairman of the Board or the President and
the Secretary or an Assistant Secretary shall sign each stock certificate.
Section 7.02 Lost Stock Certificates. The Board of Directors may
direct that the Company issue a new stock certificate to replace a lost or
destroyed stock certificate. The Board of Directors may require that the person
claiming that the stock certificate was lost or destroyed give the Company a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
Section 7.03 Transfer of Shares. Upon presentation to the Company of a
stock certificate duly endorsed or accompanied by a stock power that the
Shareholder has executed, and the satisfaction of any other requirements for
transfer, the Company shall register the transfer of the shares on the books of
the Company and issue a new stock certificate to the new Shareholder. Prior to
registration of the transfer on the books of the Company, the Company shall
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and to otherwise exercise all of the rights and powers
of a Shareholder.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01 Checks. The Chairman of the Board, the President, or the
Treasurer, or such other person or persons as any of them may designate, shall
sign the checks drawn on the accounts of the Company.
Section 8.02 Dividends. The Board of Directors may declare dividends
upon the shares of the Company. The Company may pay dividends in cash, property,
or shares of the
6
Company. The date when the Board of Directors adopts a resolution declaring a
dividend shall be the record date for the purpose of determining the
Shareholders entitled to receive payment of that dividend, unless the resolution
specifies another record date.
Section 8.03 Execution of Contracts. The Board of Directors may
authorize any officer or agent to execute and deliver any contract or instrument
on behalf of the Company. Such authority may be general or confined to specific
instances.
Section 8.04 Fiscal Year. The fiscal year of the Company shall be the
fiscal year established in a resolution adopted by the Board of Directors.
Section 8.05 Seal. The Board of Directors shall adopt a corporate seal
for the Company.
Section 8.06 Voting of Securities. Any officer of the Company shall
have authority on behalf of the Company to vote securities of another
corporation or entity that the Company owns or to execute and deliver on behalf
of the Company a written consent to action of the holders of such securities in
lieu of a meeting.
ARTICLE IX
AMENDMENTS
Section 9.01 Amendment by Board of Directors. The Board of Directors
may amend or repeal these bylaws or adopt new bylaws.
Section 9.02 Amendment by Shareholders. The Shareholders may amend or
repeal these bylaws or adopt new bylaws even though the Board of Directors may
also amend, repeal, and adopt bylaws.
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