Exhibit 3.267
BYLAWS
OF
FIRST MEDICAL/EMCARE, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of FIRST MEDICAL/EMCARE, 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 California 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
California, as shall be fixed from time to time by the Board, or, if the Board
has not so specified, then at such place as may be fixed by the person or
persons calling the meeting.
2.02. An annual meeting of the Shareholders shall be held at such date and
time as shall be fixed from time to time by the Board, at which they shall elect
a Board, and transact such other business as may properly be brought before the
meeting.
2.03. At least ten days before each meeting of Shareholders, a complete
list of the Shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any Shareholder at any time during usual business
hours. Such list shall be produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any Shareholder who may be present.
2.04. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, the Charter, or these bylaws, may be
called by the President, a majority of the Board, or the holders of not less
than ten percent of all the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the objects stated in
the notice of the meeting.
2.05. Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each Shareholder of record
entitled to vote at the meeting.
2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
2.08. Each outstanding share of the Corporation, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.
2.09. The Board may fix in advance a record date for the purpose of
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board, the date upon which the
notice of the meeting is mailed shall be the record date.
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.
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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 California. 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 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.
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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 California.
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 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.
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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.
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
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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
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
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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.
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 California. Each certificate shall be signed by either the President
or any Vice President then in office and by
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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 California 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 California 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 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 California Corporations Code,
that such document is on file in the office of the Secretary of State of
California 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.
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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 California law, it shall be the duty of the Corporation or
the transfer agent of the Corporation to register the transfer as requested.
Registered Shareholders
6.04. Prior to due presentment for transfer, the Corporation may treat the
registered owner of any share or shares of stock as the person exclusively
entitled to vote, to receive notifications, and otherwise to exercise all rights
and powers of an owner.
ARTICLE VII
GENERAL PROVISIONS
Dividends
7.01. Dividends upon the outstanding shares of the Corporation, subject to
the provisions of the Charter, if any, may be declared by the Board at any
regular or special meeting of the Board or by any committee of the Board so
authorized. Dividends may be paid in cash, in property, or in shares of the
Corporation, subject to the provisions of any applicable statute or the Charter.
The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to receive payment of any dividend, such record date to be
not more than fifty days prior to the payment date of such dividend, or the
Board may close the stock transfer books for such 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,
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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 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
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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 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
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bylaws of the Corporation even though such bylaws may also be amended, repealed
or adopted by the Board.
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ANGEL L. ISCOVICH, M.D.
BY-LAWS
CODE SECTION REFERENCES
ARTICLE I - DIRECTORS
Sec. 1.a. Powers - GCL 152, 153, 204(a)(9), 300
1.b. Standard of Care 309
1.c. Exception for Close 158, 186, 202, 204, 300, 418, 421
Corporation 706, 111, 1201, 1800, 1904
Sec. 2. Number and Qualification 212(a)
Sec. 3. Election and Tenure of Office 301, 305, 600(b), 708(e)
Sec. 4. Vacancies 153, 302, 303, 304, 305(a)(b)
Sec. 5. Removal of Directors 302, 303, 304
Sec. 6. Notice, Place, Etc. 212(b)(2), 307(a)(2)(5), 1500
Sec. 7. Organization Meetings, Etc. 210, 300, 307, 307(a)(2)
Sec. 8. Special Meetings - Notices 307(a)(1)(2)(3), 307(b)
Sec. 9. Waivers 307(a)(3)
Sec. 10. Sole Director 307(c)
Sec. 11. Action by Unanimous Written Consent 307(c)
Sec. 12. Quorum 212(b)(4), 307(a)(6)(7)(8)
Sec. 13. Notice of Adjournment 307(a)(4)
Sec. 14. Compensation 212(b)(4), 300
Sec. 15. Committees 300, 311
Sec. 16. Advisory Directors 212(b)(4), 300
Sec. 17. Resignations 305(d)
ARTICLE II - OFFICERS
Sec. 1. Officers 212(b)(5)(6), 312(a)
Sec. 2. Election 312(b)
Sec. 3. Subordinate Officers, Etc. 312(a)
Sec. 4. Removal and Resignation 312(b)
Sec. 5. Vacancies 312(b)
Sec. 6. Chairman of the Board 312(a)
Sec. 7. President 312(a)
Sec. 8. Vice President 312(a)
Sec. 9. Secretary 312(a), 312(c), 1500
Sec. 10. Chief Financial Officer 312(a), 1602
ARTICLE III - SHAREHOLDERS' MEETINGS
Sec. 1. Place of Meetings 600(a)
Sec. 2. Annual Meetings 600(b)
Sec. 3. Special Meetings 601(a)(c)
Sec. 4. Notice of Meetings - Reports 212(b)(2), 601(a)(b)(d)
Sec. 5. Validation of Shareholders' Meetings 601(e), 902, 1201, 1900, 2007
Sec. 6. Shareholders Acting Without
A Meeting - Directors 152, 153, 204, 305(b), 603(d)
Sec. 7. Other Actions Without A Meeting 152, 153, 204, 603
Sec. 8. Quorum 602
Sec. 9. Voting Rights - Cumulative 212(b)(7), 701, 702, 703, 704
Voting 706, 708
Sec. 10. Proxies 212(b)(3), 604, 705
Sec. 11. Organization 212
Sec. 12. Inspectors of Election 707(a)
Sec. 13. Shareholders' Agreements 300, 706
ARTICLE IV - CERTIFICATES AND TRANSFER OF SHARES
Sec. 1. Certificate for Shares 212(a)(b), 400, 416, 417, 418, 422
Sec. 2. Transfer on the Books 419, 420
Sec. 3. Lost or Destroyed Certificate 419
Sec. 4. Transfer Agents and Registrars 420
Sec. 5. Closing Stock Transfer Books 701, 1500, 2200
Sec. 6. Legend Condition 417, 418, 25102
Sec. 7. Close Corporation Certificates 418(c)
ARTICLE V - CORPORATE RECORDS AND REPORTS
Sec. 1. Records 1500-1501
Sec. 2. Inspection of Books and Records 1600-1602
Sec. 3. Certification and Inspection 213, 312(c), 314
of By-Laws
Sec. 4. Checks, Drafts, Etc. 208(b), 313
Sec. 5. Contracts, Etc. 208(b), 313
ARTICLE VI - ANNUAL REPORTS
Sec. 1. Due Date, Contents 1501, 212(b)(8)
Sec. 2. Waiver 1501(a), 605
ARTICLE VII - AMENDMENTS TO BY-LAWS
Sec. 1. By Shareholders 211
Sec. 2. Powers of Directors 204(c)(5), 212
Sec. 3. Record of Amendments 213
ARTICLE VIII - MISCELLANEOUS
Sec. 1. References to Code Sections GCL
Sec. 2. Shareholders' Agreement 300
Sec. 3. Shares in Other Corporations 703
14
Sec. 4. Subsidiary Corporations 175, 189, 703
Sec. 5. Indemnity 112, 153, 317
ARTICLE IX - PURCHASE OF SHARES
Sec. 1. Transfer of Shares 204(b), 212, 418
15
BY-LAWS
of
ANGEL L. ISCOVICH, M.D.
A Professional Corporation
A California Corporation
ARTICLE I
DIRECTORS; MANAGEMENT
Section 1. a. Powers.
Subject to the provisions of the General Corporation Law of California,
effective January 1, 1977 (to which the various Section numbers quoted herein
relate) and subject to any limitation in the Articles of Incorporation and the
By-Laws relating to action required to be approved by the Shareholders (Sec.
153) or by the outstanding shares (Sec. 152), the business and affairs of this
corporation shall be managed by and all corporate powers shall be exercised by
or under direction of the Board of Directors.
b. Standard of Care.
Each Director shall exercise such powers and otherwise perform such duties
in good faith, in the manner such Director believes to be in the best interests
of the corporation, and with such care, including reasonable inquiry, using
ordinary prudence, as a person in a like position would use under similar
circumstances. (Sec. 309)
c. Exception for Close Corporation.
Notwithstanding the provisions of Section 1, in the event that this
corporation shall elect to become a close corporation as defined in Sec. 158,
its Shareholders may enter into a Shareholders' Agreement as provided in Sec.
300 (b). Said agreement may provide for the exercise of corporate powers and the
management of the business and affairs of this corporation by the Shareholders,
provided however such agreement shall, to the extent and so long as the
discretion or the powers of the Board in its management of corporate affairs is
controlled by such agreement, impose upon each Shareholder who is a party
thereof, liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon Directors as provided in Sec. 300(d).
Section 2. Number and Qualification.
The authorized number of Directors of the corporation shall be ONE (1).
This number may be changed by amendment to the Articles of Incorporation or
by an amendment to this Section 2, ARTICLE I, of these By-Laws, adopted by the
vote or written assent of the Shareholders entitled to exercise majority voting
power as provided in Sec. 212.
16
Section 3. Election and Tenure of Office.
The Directors shall be elected by ballot at the annual meeting of the
Shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.
Section 4. Vacancies.
Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected at
an annual meeting of Shareholders or at a special meeting called for that
purpose.
The Shareholders may at any time elect a Director to fill any vacancy not
filled by the Directors, and may elect the additional Directors at the meeting
at which an amendment of the By-Laws is voted authorizing an increase in the
number of Directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director, or if the Shareholders shall increase
the authorized number of Directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
Director so provided for, or in case the Shareholders fail at any time to elect
the full number of authorized Directors.
If the Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board, or the Shareholders, shall have power
to elect a successor to take office when the resignation shall become effective.
No reduction of the number of Directors shall have the effect of removing
any Director prior to the expiration of his term of office.
Section 5. Removal of Directors.
The entire Board of Directors or any individual Director may be removed
from office as provided by Secs. 302, 303 and 304 of the Corporations Code of
the State of California. In such case, the remaining Board members may elect a
successor Director to fill such vacancy for the remaining unexpired term of the
Director so removed.
Section 6. Notice, Place and Manner of Meetings.
Meetings of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two (2)
Directors and shall be held at the principal executive office of the corporation
in the State of California, unless some other place is designated in the notice
of the meeting. No notice need be given of organization meetings or regular
meetings held at the corporate offices at the time and date set forth herein.
Notice shall be given of other meetings as herein provided. Members of the Board
may participate in a meeting through use of a conference telephone or similar
communications equipment so long as all members participating in such a meeting
can hear one another.
17
Accurate minutes of any meeting of the Board, or any committee thereof, shall be
maintained as required by Sec. 1500 of the Code by the Secretary or other
Officer designated for that purpose.
Section 7. Organization Meetings - Regular Meetings.
The organization meetings of the newly elected Board of Directors shall be
held immediately following the adjournment of the annual meetings of the
Shareholders.
Other Regular Meetings.
Regular meetings of the Board of Directors shall be held at the corporate
offices, or such other place as may be designated by the Board of Directors, as
follows:
Time of Regular Meeting: 10:00 A.M.
Date of Regular Meeting: To be later decided
If said day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter.
Section 8. Special Meetings - Notices.
Special meetings of the Board may be called at any time by the President
or, if he is absent or unable or refuses to act, by any Vice President or the
Secretary or by any two Directors, or by one Director if only one is provided.
At least forty-eight (48) hours notice of the time and place of special
meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him at his
address as it is shown upon the records of the corporation, (or if it is not so
shown on such records or is not readily ascertainable, at the place in which the
meetings of the Directors are regularly held). In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid, in the place in
which the principal executive office of the corporation is located at least four
(4) days prior to the time of the holding of the meeting. Such mailing,
telegraphing, telephoning or delivery as above provided shall be due, legal and
personal notice to such Director.
Section 9. Waivers.
When (i) all of the Directors are present at any organizational, regular or
special meeting, however called or noticed, and sign a written consent thereto
on the records of such meeting, or, (ii) if a majority of the Directors are
present and if those not present sign a waiver of notice of such meeting or a
consent to holding the meeting or an approval of the minutes thereof, whether
prior to or after the holding of such meeting, which said waiver, consent or
approval shall be filed with the corporate records or made a part of the minutes
of the meeting or (iii) if a Director attends a meeting without notice but
without protesting, prior thereto or at its commencement, the lack of notice to
him, then the transactions thereof are as valid as if had at a meeting regularly
called and noticed.
18
Section 10. Sole Director Provided by Articles of Incorporation.
In the event only one Director is required by the By-Laws or Articles of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the Directors shall be deemed to
refer to such notice, waiver, etc., by such sole Director, who shall have all
the rights and duties and shall be entitled to exercise all of the powers and
shall assume all the responsibilities otherwise herein described as given to a
Board of Directors.
Section 11. Directors Acting by Unanimous Written Consent.
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
Section 12. Quorum.
A majority of the number of Directors as fixed by the Articles of
Incorporation or By-Laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the Directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is
approved by a majority of the required quorum for such meeting.
Section 13. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be
given to absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if adjourned more than
twenty-four (24) hours, notice shall be given to all Directors not present at
the time of the adjournment.
Section 14. Compensation of Directors.
Directors, as such, shall not receive any stated salary for their services,
but by resolution of the Board a fixed sum and expense of attendance, if any,
may be allowed for attendance at each regular and special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director from serving the company in any other capacity and receiving
compensation therefor.
Section 15. Committees.
Committees of the Board may be appointed by resolution passed by a majority
of the whole Board. Committees shall be composed of two or more members of the
Board, and shall have such powers of the Board as may be expressly delegated to
it by resolution of the Board of Directors, except those powers expressly made
non-delegable by Sec. 311.
19
Section 16. Advisory Directors.
The Board of Directors from time to time may elect one or more persons to
be Advisory Directors who shall not by such appointment be members of the Board
of Directors. Advisory Directors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation and to furnish consultation to the Board. The
period during which the title shall be held may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be held at the pleasure
of the Board.
Section 17. Resignations.
Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.
ARTICLE II
OFFICERS
Section 1. Officers.
The Officers of the corporation shall be a Chairman of the Board or a
President or both, a Secretary and a Chief, Financial Officer. The corporation
may also have, at the discretion of the Board of Directors, one or more Vice
Presidents, one or more Assistant Secretaries and such other Officers as may be
appointed in accordance with the provisions of Section 3 of this Article. One
person may hold two or more offices.
Section 2. Election.
The Officers of the corporation, except such Officers as may be appointed
in accordance with the provisions of Section 3 or Section 5 of this Article
shall be chosen annually by the Board of Directors, and each shall hold his
office until he shall resign or shall be removed or otherwise disqualified to
serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officers, Etc.
The Board of Directors may appoint such other Officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-Laws or as
the Board of Directors may from time to time determine.
Section 4. Removal and Resignation.
Any Officer may be removed, either with or without cause, by a majority of
the Directors at the time in office, at any regular or special meeting of the
Board, or, except in case of an
20
Officer chosen by the Board of Directors, by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of
Directors, or to the President, or to the Secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the By-Laws for regular appointments to such office.
Section 6. Chairman of the Board.
The Chairman of the Board, if there shall be such an Officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the By-Laws.
Section 7. President.
Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an Officer, the
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and Officers of the corporation. He shall
preside at all meetings of the Shareholders and in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the By-Laws.
Section 8. Vice President.
In the absence or disability of the President, the Vice Presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall perform all 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. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the By-Laws.
Section 9. Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how
21
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the Shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and he shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the By-Laws.
Section 10. Chief Financial Officer.
This Officer shall keep and maintain, or cause to be kept and maintained in
accordance with generally accepted accounting principles, adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, earnings (or surplus) and shares. The books of account shall at
all reasonable times be open to inspection by any Director.
This Officer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, shall render to the President and
Directors, whenever they request it, an account of all of his transactions and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors of
the By-Laws.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings.
Meetings of the Shareholders shall be held at the principal executive
office of the corporation, in the State of California, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.
Section 2. Annual Meetings.
The annual meetings of the Shareholders shall be held, each year, at the
time and on the day following:
Time of Meeting: 10:00 A.M.
Date of Meeting: Last Tuesday in February Each Year
22
If this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the corporation and transact such other business as may be properly brought
before the meeting.
Section 3. Special Meetings.
Special meetings of the Shareholders may be called at any time by the Board
of Directors, the Chairman of the Board, the President, a Vice President, the
Secretary, or by one or more Shareholders holding not less than one-tenth (1/10)
of the voting power of the corporation. Except as next provided, notice shall be
given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the Shareholders
entitled to vote, that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than twenty-five nor more than sixty
days after the receipt of such request. If such notice is not given within
twenty days after receipt of such request, the persons calling the meeting may
give notice thereof in the manner provided by these By-Laws or apply to the
Superior Court as provided in Sec. 305(c).
Section 4. Notice of Meetings - Reports.
Notice of meetings, annual or special, shall be given in writing not less
than ten nor more than sixty days before the date of the meeting, to
Shareholders entitled to vote thereat by the Secretary or the Assistant
Secretary, or if there be no such Officer, or in the case of his neglect or
refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail or other
means of written communication as provided in Sec. 601 of the Code and shall be
sent to the Shareholder's address appearing on the books of the corporation, or
supplied by him to the corporation for the purpose of notice, and in the absence
thereof, as provided in Sec. 601 of the Code.
Notice of any meeting of Shareholders shall specify the place, the day and
the hour of meeting, and (1) in case of a special meeting, the general nature of
the business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which the Board at date of mailing,
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected, notice shall include the names of the nominees, if
any, intended at date of Notice to be presented by management for election.
If a Shareholder supplies no address, notice shall be deemed to have been
given to him if mailed to the place where the principal executive office of the
company, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.
23
When a meeting is adjourned for forty-five days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken.
Section 5. Validation of Shareholders' Meetings.
The transactions of any meeting of Shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting. Attendance shall constitute a waiver of
notice, unless objection shall be made as provided in Sec. 601(e).
Section 6. Shareholders Acting Without A Meeting - Directors.
Any action which may be taken at a meeting of the Shareholders may be taken
without a meeting or notice of meeting if authorized by a writing signed by all
of the Shareholders entitled to vote at a meeting for such purpose and filed
with the Secretary of the corporation, provided further that while ordinarily
Directors can only be elected by unanimous written consent under Sec. 603(d), as
to vacancy created by death, resignation or other causes, if the Directors fail
to fill a vacancy, then a Director to fill that vacancy may be elected by the
written consent of persons holding a majority of shares entitled to vote for the
election of Directors.
Section 7. Other Actions Without A Meeting.
Unless otherwise provided in the GCL or the Articles, any action which may
be taken at any annual or special meeting of Shareholders may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares 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 shares entitled to vote thereon were
present and voted.
Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(1) Notice of any Shareholder approval pursuant to Secs. 310, 317,
1201 or 2007 without a meeting by less than unanimous written consent shall
be given at least 10 days before the consummation of the action authorized
by such approval, and
(2) Prompt notice shall be given of the taking of any other corporate
action approved by Shareholders without a meeting by less than unanimous
written consent, to each of those Shareholders entitled to vote who have
not consented in writing.
Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time
24
that written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary.
Section 8. Quorum.
The holders of a majority of the shares entitled to vote thereat, present
in person, or represented by proxy, shall constitute a quorum at all meetings of
the Shareholders for the transaction of business except as otherwise provided by
law, by the Articles of Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting of the Shareholders,
the Shareholders entitled to vote thereat, present in person, or by proxy, shall
have the power to adjourn the meeting from time to time, until the requisite
amount of voting shares shall be present. At such adjourned meeting at which the
requisite amount of voting shares shall be represented, any business may be
transacted which might have been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.
Section 9. Voting Rights; Cumulative Voting.
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of Shareholders, unless
some other day be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be entitled to vote at
such meeting.
Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholders has given notice at the meeting prior to the
voting of the Shareholder's intent to cumulate the Shareholder's votes, every
Shareholder entitled to vote at any election for Directors of any corporation
for profit may cumulate his votes and give one candidate a number of votes equal
to the number of Directors to be elected multiplied by the number of votes to
which his shares are entitled, or distribute his votes on the same principle
among as many candidates as he thinks fit.
The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding sixty
days preceding the date of any meeting of Shareholders or the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of and to vote
at any such meeting, or entitled to receive any such dividend or distribution,
or any allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case only Shareholders of
record on the date so fixed shall be entitled to notice of and to vote at such
meeting, or to receive such dividends, distribution or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of
25
any share on the books of the company after any record date fixed as aforesaid.
The Board of Directors may close the books of the company against transfers of
shares during the whole or any part of such period.
Section 10. Proxies.
Every Shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Secs. 604 and 705 of the Code and filed with the Secretary of the
corporation.
Section 11. Organization.
The President, or in the absence of the President, any Vice President,
shall call the meeting of the Shareholders to order, and shall act as chairman
of the meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a chairman for such meeting. The Secretary of the
company shall act as Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.
Section 12. Inspectors of Election.
In advance of any meeting of Shareholders the Board of Directors may, if
they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any Shareholder or his
proxy shall, make such appointment at the meeting in which case the number of
inspectors shall be either one or three as determined by a majority of the
Shareholders represented at the meeting.
Section 13. Shareholders' Agreements.
Notwithstanding the above provisions in the event this corporation elects
to become a close corporation, an agreement between two or more Shareholders
thereof, if in writing and signed by the parties thereof, may provide that in
exercising any voting rights the shares held by them shall be voted as provided
therein or in Sec. 706, and may otherwise modify these provisions as to
Shareholders' meetings and actions.
ARTICLE IV
CERTIFICATES AND TRANSFER OF SHARES
Section 1. Certificates for Shares.
Certificates for shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.
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Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.
Section 2. Transfer on the Books.
Upon surrender to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Lost or Destroyed Certificates.
Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall if the Directors so
require give the corporation a bond of indemnity, in form and with one or more
sureties satisfactory to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may be issued in
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed.
Section 4. Transfer Agents and Registrars.
The Board of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company - either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board of
Directors may designate.
Section 5. Closing Stock Transfer Books - Record Date.
In order that the corporation may determine the Shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days prior to
the date of such meeting nor more than sixty days prior to any other action.
If no record date is fixed:
The record date for determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
The record date for determining Shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the first written consent is
given.
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The record date for determining Shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.
Section 6. Legend Condition.
In the event any shares of this corporation are issued pursuant to a permit
or exemption therefrom requiring the imposition of a legend condition the person
or persons issuing or transferring said shares shall make sure said legend
appears on the certificate and on the stub relating thereto in the stock record
book and shall not be required to transfer any shares free of such legend unless
an amendment to such permit or a new permit be first issued so authorizing such
a deletion.
Section 7. Close Corporation Certificates.
All certificates representing shares of this corporation, in the event it
shall elect to become a close corporation, shall contain the legend required by
Sec. 418 c.
ARTICLE V
CORPORATE RECORDS AND REPORTS -- INSPECTION
Section 1. Records.
The corporation shall maintain, in accordance with generally accepted
accounting principles, adequate and correct accounts, books and records of its
business and properties. All of such books, records and accounts shall be kept
at its principal executive office in the State of California, as fixed by the
Board of Directors from time to time.
Section 2. Inspection of Books and Records.
All books and records provided for in Sec. 1500 shall be open to inspection
of the Directors and Shareholders from time to time and in the manner provided
in said Sec. 1600 - 1602.
Section 3. Certification and Inspection of By-Laws.
The original or a copy of these By-Laws, as amended or otherwise altered to
date, certified by the Secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the Shareholders of the
company, at all reasonable times during office hours, as provided in Sec. 213 of
the Corporations Code.
Section 4. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.
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Section 5. Contracts, Etc. - How Executed.
The Board of Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purpose or to any amount, except as
provided in Sec. 313 of the Corporations Code.
ARTICLE VI
ANNUAL REPORTS
Section 1. Due Date, Contents.
The Board of Directors shall cause an annual report or statement to be sent
to the Shareholders of this corporation not later than 120 days after the close
of the fiscal or calendar year in accordance with the provisions of Secs. 1500 -
1501. Such report shall be sent to Shareholders at least fifteen days prior to
the annual meeting of Shareholders. Such report shall contain a balance sheet as
of the end of the fiscal year, an income statement and a statement of changes in
financial position for such fiscal year, accompanied by any report thereon of an
independent accountant, or if there is no such report, a certificate of the
Chief Financial Officer or President that such statements were prepared without
audit from the books and records of the corporation.
Section 2. Waiver.
The foregoing requirement of an annual report may be waived by the Board so
long as this corporation shall have less than 100 Shareholders.
ARTICLE VII
AMENDMENTS TO BY-LAWS
Section 1. By Shareholders.
New By-Laws may be adopted or these By-Laws may be repealed or amended at
their annual meeting, or at any other meeting of the Shareholders called for
that purpose, by a vote of Shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such Shareholders.
Section 2. Powers of Directors.
Subject to the right of the Shareholders to adopt, amend or repeal By-Laws,
as provided in Section 1 of this Article VII, and the limitations of Sec. 204
(a)(5) and Sec. 212, the Board of Directors may adopt, amend or repeal any of
these By-Laws other than a By-Law or amendment thereof changing the authorized
number of Directors.
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Section 3. Record of Amendments.
Whenever an amendment or new By-Law is adopted, it shall be copied in the
book of By-Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE VIII
MISCELLANEOUS
Section 1. References to Code Sections.
"Sec." references herein refer to the equivalent Sections of the General
Corporation Law effective January 1, 1977, as amended.
Section 2. Effect of Shareholders' Agreement.
Any Shareholders' Agreement authorized by Sec. 300 (b), shall only be
effective to modify the terms of these By-Laws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Sec. 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter Secs.
158, (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports), 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any
other provisions of the Code or these By-Laws may be altered or waived thereby,
but to the extent they are not so altered or waived, these By-Laws shall be
applicable.
Section 3. Representation of Shares in Other Corporations.
Except as provided in Sec. 703, shares of other corporations standing in
the name of this corporation may be voted or represented and all incidents
thereto may be exercised on behalf of the corporation by the Chairman of the
Board, the President or any Vice President and the Secretary or an Assistant
Secretary.
Section 4. Subsidiary Corporations.
Shares of this corporation owned by a subsidiary shall not be entitled to
vote on any matter. A subsidiary for these purposes is defined in Sec. 189 (a)
and (b).
Section 5. Indemnity.
The corporation may indemnify any Director, Officer, agent or employee as
to those liabilities and on those terms and conditions as are specified in Sec.
317. In any event, the corporation shall have the right to purchase and maintain
insurance on behalf of any such persons whether or not the corporation would
have the power to indemnify such person against the liability insured against.
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ARTICLE IX
ADDITIONAL PROVISIONS
Section 1. Ownership and Transfer of Shares
The shares of this corporation may be owned only by a medical corporation
or by a licensed physician and surgeon. Where there are two or more shareholders
of the corporation, and one of them dies, or ceases to become an eligible
shareholder, or becomes a disqualified person as defined in Section 13401(d) of
the California Corporations Code for a period exceeding 90 days, the shares of
such person in this corporation shall be sold and transferred to the
corporation, its other shareholders, or other eligible persons, on such terms as
are agreed upon. Such sale or transfer shall not be later than six (6) months
after any such death and not later than ninety (90) days after the date he
ceases to become an eligible shareholder, or ninety (90) days after the date he
becomes a disqualified person. The share certificates of this corporation shall
contain the appropriate legend setting forth the restrictions specified in this
Article.
Section 2. Salaries
The salaries of the officers and other shareholders employed by this
corporation shall be fixed from time to time by the Board of Directors or
established under agreements with officers or shareholders approved by the Board
of Directors, and no officer shall be prevented from receiving any salary by
reason of the fact that he is also a director of the corporation. The income of
the corporation attributable to its practice of medicine, while a shareholder is
disqualified to hold shares of the corporation, shall not in any manner accrue
to the benefit of such shareholder or his shares except insofar as such
disqualified shareholder has a right to receive payment for his shares in
accordance with an agreement of sale.
Section 3. Additional Restrictions Re Officers
All officers of this corporation shall be shareholders and shall be
licensed persons as defined in California Corporations Code, Section 13409,
except as provided in Corporations Code, Section 13403. Any officer who shall
become a "disqualified person" as defined in Corporations Code, Section 13401
shall immediately on the effective date of such disqualification, cease to
become an officer hereof.
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CERTIFICATE OF ADOPTION OF BY-LAWS
Adoption by Incorporator(s) or First Director(s).
The undersigned person(s) appointed in the Articles of Incorporation to act
as the Incorporator(s) or First Director(s) of the above named corporation
hereby adopt the same as the By-Laws of said corporation.
Executed this 23rd day of January, 1981.
/s/ Angel Iscovich, M.D.
- -------------------------------------
Name ANGEL ISCOVICH, M.D.
Certificate by Secretary.
I DO HEREBY CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the above
named corporation; That the foregoing By-Laws were adopted as the By-Laws of
said corporation on the date set forth above by the person(s) appointed in the
Articles of Incorporation to act as the Incorporator(s) or First Director(s) of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal this 23rd day of January, 1981.
/s/ Joe Wilson
- -------------------------------------
Secretary - JOE WILSON
Certificate by Secretary of Adoption by Shareholders' Vote.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the above
named corporation and that the above and foregoing Code of By-Laws was submitted
to the shareholders at their first meeting held on the date set forth in the
By-Laws and recorded in the minutes thereof, was ratified by the vote of
shareholders entitled to exercise the majority of the voting power of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of January,
1981.
/s/ Joe Wilson
- -------------------------------------
Secretary - JOE WILSON
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