Exhibit 3.277
BYLAWS
OF
PHYSICIAN ACCOUNT MANAGEMENT, INC.
ARTICLE I
OFFICES
1.01. The registered agent and office of Physician Account Management, 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 Florida 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 Florida, as
shall be fixed from time to time by the Board, or, if the Board has not so
specified, then at such place as may be fixed by the person or persons calling
the meeting.
2.02. An annual meeting of the Shareholders shall be held at such date and time
as shall be fixed from time to time by the Board, at which they shall elect a
Board, and transact such other business as may properly be brought before the
meeting.
2.03. At least ten days before each meeting of Shareholders, a complete list of
the Shareholders entitled to vote at said meeting arranged in alphabetical
order, with the residence of each and the number of voting shares held by each,
shall be prepared by the officer or agent having charge of the stock transfer
books. Such list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any Shareholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any Shareholder
who may be present.
2.04. Special meetings of the Shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, the Charter, or these bylaws, may be called by
the President, a majority of the Board, or the holders of not less than ten
percent of all the shares entitled to vote at the
meetings. Business transacted at all special meetings shall be confined to the
objects stated in the notice of the meeting.
2.05. Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than sixty days before
the date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting, to
each Shareholder of record entitled to vote at the meeting.
2.06. The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
statute, the Charter, or these bylaws. If, however, such quorum shall not be
present or represented at any meeting of the Shareholders, the Shareholders
entitled to vote thereat, present in person or represented by proxy, shall
nevertheless have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At an adjourned session at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
2.07. When a quorum is present at any meeting, the vote of the holders of a
majority of the shares of the Corporation having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of any applicable
statute, the Charter, or these bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
2.08. Each outstanding share of the Corporation, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, unless otherwise provided by statute or the Charter. At any
meeting of the Shareholders, every Shareholder having the right to vote shall be
entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such Shareholder or by his or her duly authorized
attorney-in-fact, such writing bearing a date not more than eleven months prior
to said meeting, unless said instrument provides for a longer period. Such proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Voting need not be by written ballot unless required by the Charter
or by vote of the Shareholders present at the meeting.
2.09. The Board may fix in advance a record date for the purpose of determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting, or the Board may close the stock transfer books for such purpose for a
period of not less than ten nor more than sixty days prior to such meeting. In
the absence of any action by the Board, the date upon which the notice of the
meeting is mailed shall be the record date.
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2.10. Any action required by statute to be taken at a meeting of the
Shareholders, or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Shareholders entitled to vote with
respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote of Shareholders.
2.11. Subject to the provisions required or permitted by statute or the Charter
for notice of meetings, Shareholders may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III
DIRECTORS
3.01. The business and affairs of the Corporation shall be managed by the Board
who may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Charter or by these bylaws directed
or required to be exercised or done by the Shareholders.
3.02. The initial Board shall be as stated in the Charter. Thereafter, the
number of directors which shall constitute the full Board shall be as determined
from time to time by resolution of the Board or by the Shareholders at the
annual meeting or a special meeting called for that purpose, but no decrease
shall have the effect of shortening the term of an incumbent director. Directors
need not be Shareholders or residents of the State of Florida. 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
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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 Florida.
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 maybe 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 maybe 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
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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, maybe 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
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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
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
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and affairs of the Corporation and shall see that all orders and resolutions of
the Board are carried into effect. He shall be an ex-officio member of all
standing committees of the Board.
The Secretary and Assistant Secretaries
5.10. The Secretary shall attend all sessions of the Board and all meetings of
the Shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of the Shareholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board or the President,
under whose supervision the Secretary shall be.
5.11. Each Assistant Secretary shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.
The Treasurer
5.12. The Treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements of the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board.
5.13. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation, and shall perform such other duties
as the Board may prescribe or as the President may from time to time delegate.
5.14. If required by the Board, the Treasurer shall give the Corporation a bond
in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of the
office of Treasurer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
5.15. Each Assistant Treasurer shall have such powers and perform such duties as
the Board may from time to time prescribe or as the President may from time to
time delegate.
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.
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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 Florida. 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 Florida 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 Florida 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 Florida Business Corporation Act, that such document is on
file in the office of the Secretary of State of Florida and contains a full
statement of such restriction.
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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 in the Florida Business and Commerce Code, 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
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7.02. There may be created by resolution of the Board out of the surplus of the
Corporation such reserve or reserves as the directors from time to time, in
their discretion, think proper to provide for contingencies, or to repair or
maintain any property of the Corporation, or for such other purpose as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
Checks
7.03. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.
Execution of Contracts, Deeds, Etc.
7.04. The Board may authorize any officer or officers, agent or agents, in the
name and on behalf of the Corporation, to enter into or execute and deliver any
and all deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.
Fiscal Year
7.05. The fiscal year of the Corporation shall be fixed by resolution of the
Board.
Voting of Securities
7.06. Unless otherwise directed by the Board, the President shall have full
power and authority on behalf of the Corporation to attend, vote and act, and to
execute and deliver in the name and on behalf of the Corporation a proxy
authorizing an agent or attorney-in-fact for the Corporation to attend, vote and
act, at any meeting of security holders of any corporation in which the
Corporation may hold securities and to execute and deliver in the name and on
behalf of the Corporation any written consent of security holders in lieu of any
such meeting, and at any such meeting he, or the agent or the attorney-in-fact
duly authorized by him, shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation as the
owner thereof might have possessed or exercised if present. The Board may by
resolution from time to time confer like power upon any other person or persons.
Indemnification
7.07 (a) Subject to any limitation which maybe contained in the Charter, the
Corporation shall to the full extent permitted by law, including without
limitation, Florida Business Corporation Act Art. 2.02-1, as such Article now
exists or shall hereafter be amended, 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
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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 fall extent permitted by law, including without
limitation, Art. 2.02-1 of the Florida Business Corporation Act, as such Article
now exists or shall hereafter be amended, 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 under the Florida Business.
Corporation Act 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 pursuant to Section A, Article 9.10 of
the Florida Business Corporation Act, and, in any case, 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
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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.
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