Exhibit 3.269
BYLAWS
OF
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of SPECTRUM HEALTHCARE ADMINISTRATIVE
SERVICES, INC. (the "Corporation") shall be such registered agent and office as
shall from time to time be established pursuant to the articles of
incorporation, as amended from time to time, of the Corporation (the "Charter")
or by resolution of the Board of Directors of the Corporation (the "Board").
1.02. The Corporation may also have offices at such other places both
within and without the State of Delaware 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 Delaware,
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
2
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.
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 Delaware. 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
3.04. Whenever the holders of any class or series of shares of the
Corporation are entitled to elect one or more directors by the provisions of the
Charter, any vacancies in such directorships and any newly created directorships
of such class or series to be filled by reason of an increase in the number of
such directors may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected, or by the vote of the holders of the outstanding shares of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Charter.
3.05. At each election for directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by such Shareholder for as many persons as there are directors to
be elected and for whose election he has a right to vote, or to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by his shares shall equal, or by distributing such votes on the same
principle.
Executive and Other Committees
3.06. The Board, by resolution adopted by a majority of the Board, may
designate from among its members an executive committee and one or more other
committees, each of which shall be comprised of one or more members and, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board, including the authority to declare dividends and to
authorize the issuance of shares of the Corporation, to the extent permitted by
law. Committees shall keep regular minutes of their proceedings and report the
same to the Board when required.
Meetings of Directors
3.07. The directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.
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.
4
3.11. At all meetings of the Board the presence of a majority of the full
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by statute or by the Charter or by these
bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
3.12. Any action required or permitted to be taken at a meeting of the
Board or any committee may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the Board or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting.
3.13. Subject to the provisions required or permitted by statute or the
Charter for notice of meetings, members of the Board, or members of any
committee designated by the Board, may participate in and hold a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Compensation of Directors
3.14. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
NOTICES
4.01. Whenever under the provisions of any applicable statute, the Charter
or these bylaws, notice is required to be given to any director or Shareholder,
and no provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given by mail,
postage prepaid, addressed to such director or Shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same shall be
thus deposited in the United States mails as aforesaid.
4.02. Whenever any notice is required to be given to any Shareholder or
director of the Corporation under the provisions of any applicable statute, the
Charter or these bylaws, a waiver
5
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 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
6
5.08. The Vice-Chairman of the Board shall have duties assigned by the
Board and shall preside in the absence of the Chairman, at all meetings of the
Shareholders and the Board. He shall be ex-officio a member of all standing
committees.
The President
5.09. The President shall be the chief operating and executive officer of
the Corporation, shall have the general powers and duties of oversight,
supervision and management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
He shall be an ex-officio member of all standing committees of the Board.
The Secretary and Assistant Secretaries
5.10. The Secretary shall attend all sessions of the Board and all meetings
of the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.
5.11. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from
time to time delegate.
The Treasurer
5.12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board.
5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.
5.14. If required by the Board, the Treasurer shall give the Corporation a
bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
7
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 Delaware. Each certificate shall be signed by either the President
or any Vice President then in office and by either the Secretary, an Assistant
Secretary, or any Treasurer then in office, and may be sealed with the seal of
the Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar,
other than the Corporation or an employee of the Corporation, the signature of
any such officer of the Corporation may be a facsimile. Whenever the Corporation
shall be authorized to issue more than one class of stock, there shall be (1)
set forth conspicuously upon the face or back of each certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and (b) if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each series
so far as the same have been fixed and determined and the authority of the Board
to fix and determine the relative rights and preferences of subsequent series;
or (2) stated conspicuously on the face or back of the certificate that (a) such
a statement is set forth in the Charter on file in the office of the Secretary
of State of Delaware 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 Delaware 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
8
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 Delaware
Corporation Act, that such document is on file in the office of the Secretary of
State of Delaware and contains a full statement of such restriction.
Lost Certificates
6.02. The Board may direct a new certificate representing shares to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate, the Board, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form,
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Transfer of Shares
6.03. Upon presentation to the Corporation or the transfer agent of the
Corporation with a request to register the transfer of a certificate
representing shares duly endorsed and otherwise meeting the requirements for
transfer specified by Delaware 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
9
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, 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
10
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 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.
11
(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 bylaws of the Corporation even though
such bylaws may also be amended, repealed or adopted by the Board.
12
BY-LAWS
of
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
Incorporated under the laws of Delaware
Section 1. Offices: In addition to its principal or registered office in
this state, the corporation may have offices at such other places within or
without this state as the Board of Directors shall from time to time determine.
Section 2. Stockholders Meetings: Meetings of the stockholders may be held
at such place or places within or without this state as may be determined by the
Board of Directors, unless otherwise specifically required by law. The annual
meeting of the stockholders for the election of directors shall be held on such
date and at such time as designated by duly adopted resolution of the Board of
Directors or stockholders. Subject to specific requirements of law, special
meetings of the stockholders may be held upon call of the President, any Vice
President, or the Board of Directors. Such call shall state the time, place and
purpose of the meeting. Notice of the time and place of every meeting of
stockholders shall be mailed by the Secretary or the officer performing his
duties, at least ten days before the meeting, to each stockholder of record
having voting power and entitled to such notice at his last known post office
address; provided, however, that if a stockholder be present at a meeting, or in
writing waive notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. The holders of a majority of the
shares of stock having voting power present in person or by proxy shall
constitute a quorum. Each holder of stock shall be entitled at every meeting of
the stockholders to one vote for each share of such stock registered in his name
on the books of the corporation. At all meetings of stockholders, except as
otherwise required by law, by the Certificate of Incorporation, or by other
provisions of these by-laws, all matters shall be decided by the vote of the
holders of a majority of all the stock present or represented at the meeting and
entitled to vote thereat. If required by statute, at least ten days before each
election of directors a complete list of the stockholders entitled to vote at
the election shall be prepared and shall be open at a place within the city
where the election is to be held and shall, during the usual hours of business,
for said ten days, and during the election, be open to the examination of any
stockholder.
Section 3. Stockholders Consent Action: Any action required or permitted to
be taken by the stockholders at a meeting thereof (including limitation at the
annual meeting) may be taken without a meeting if all the stockholders consent
thereto in writing, and if such written consent action is filed with the minutes
of proceedings of the stockholders. Requirements of law, of the Certificate of
Incorporation, or of these by-laws with respect to notices of meetings, waivers
of such notices, availability of stockholders lists, and similar requirements,
shall be deemed to have been waived by the stockholders with respect to any such
written consent action, as evidenced by execution of same by each such
stockholder.
13
Section 4. Board of Directors: The affairs of the corporation shall be
managed by a board consisting of one or more directors, who shall be elected
annually by the stockholders entitled to vote and shall hold office until their
successors are elected and qualified. The authorized number of directors shall
be set from time to time by resolution of the Board of Directors. Any director
may be removed by a majority of the directors at any meeting of the Board of
Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability
to act. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors remaining in office, even though less than a
quorum, subject to the applicable provisions of laws. Vacancies may also be
filled at any time through election of directors at a special meeting of
stockholders. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the President or any two
directors and may be held outside of this state. The Secretary or officer
performing his duties shall give reasonable notice (which need not in any event
exceed two days) of all meetings of directors, provided that a meeting may be
held without notice immediately after the annual election, and notice need not
be given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice either before or after the meeting. Notice
by mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the directors shall constitute a quorum.
Section 5. Directors Consent Action: Any action required or permitted to be
taken by the directors at a meeting thereof may be taken without a meeting if
all directors consent thereto in writing, and if such written consent action is
filed with the minutes of proceedings of the directors. Requirements of law, of
the Certificate of Incorporation, of these by-laws with respect to notices of
meetings and waivers thereof shall be deemed to have been complied with upon the
execution of any such written consent action.
Section 6. Stock: Certificates of stock shall be of such form and device as
the Board of Directors may determine and shall be signed by the President or any
Vice President and the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary. The stock shall be transferable or assignable only on
the books of the corporation by the holders in person or by attorney on the
surrender of the certificates therefor.
Section 7. Officers: The Board of Directors shall appoint a President, one
or more Vice Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper. The term of office of
all officers shall be until their respective successors are chosen and
qualified, but any officer may be removed from office at any time by the Board
of Directors without cause assigned. The officers shall have such duties as
usually pertain to their offices except as modified by the Board of Directors,
and shall also have such powers and duties as may from time to time be conferred
upon them by the Board of Directors.
Section 8. Fiscal Year: The fiscal year of the corporation shall end on the
Friday nearest September 30.
14
Section 9. Corporate Seal: The corporate seal of the corporation shall be
in such form as the Board of Directors shall prescribe.
Section 10. Amendments: Except as otherwise provided by law either the
Board of Directors or the stockholders may alter or amend these by-laws at any
meeting duly held as above provided.
15