Exhibit 3.73
BY-LAWS
OF
FLORIDA EMERGENCY PARTNERS, INC.
(the "Company")
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ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Company shall be
in San Antonio, Texas.
Section 2. Other Offices. The Company may also have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the Company may require.
ARTICLE II
SHAREHOLDERS
Section 1. Time and Place of Meeting. All meetings of the shareholders
shall be held at such time and at such place within or without the State of
Texas as shall be determined by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders shall be
held at each time and place within or without the state of Texas as may be
determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the shareholders may be
called at any time by the President or the Board of Directors, and shall be
called by the President or Secretary at the request in writing of the holders of
not less then ten percent (10%) of the shares issued outstanding and entitled to
vote at the meeting. Such request shall state the purpose or purposes of the
proposed special meeting. The purpose or purposes of any such special meeting
shall be stated in the call and notice thereof. Business transacted at special
meetings of shareholders shall be confined to the purposes stated in the notice
of the special meeting.
Section 4. Notice. Written or printed notice stating the place, day and
hour of any shareholders' meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President,
Secretary, or the officer or person calling the meeting, to each shareholder of
record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, to the
shareholder at his address as it appears on the stock transfer books of the
Company. Any notice required to be given to a shareholder pursuant to this
Section 4 or any other provision of these By-Laws, the Articles of Incorporation
of the Company or any provision of the Texas Business Corporation Act (herein
called the "Act") need not be given to such shareholder if (a) notice of two (2)
consecutive annual meetings of shareholders of the Company, and all notices of
meetings of shareholders of the Company held during the period between such
annual meetings, if any, or (b) all (but in no event less than two (2)) payments
(if sent by first class mail) of distributions or interest on securities of the
Company during any twelve-month period, have been mailed to such shareholder at
his address as shown on the records of the Company and have been returned
undeliverable, and any action or meeting of shareholders of the Company taken or
held without notice to such shareholder shall have the same force and effect as
if notice had been duly given to such shareholder; provided, however, that if
such shareholder delivers to the Company a written notice setting forth his or
her then current address, the requirement that notice be given to such
shareholder shall be reinstated.
Section 5. Record Date. The Board of Directors 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 (10)
nor more than sixty (60) days prior to such meeting, or the Board of Directors
may close the stock transfer books for such purpose for a stated period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date. In the event that a special
meeting of shareholders is called by shareholders, the record date for
determining shareholders entitled to call such meeting shall be the date on
which the first shareholder calling such special meeting signs the call or
notice of that meeting.
Section 6. List of Shareholders. The officer or agent of the Company having
charge of the stock transfer books for shares of the Company shall make, at
least ten (10) days before each meeting of the shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Company and shall
be subject to inspection by any such shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meetings of shareholders.
Section 7. Quorum. The holders of a majority of the issued and outstanding
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 the Act. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall 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. When any adjourned meeting is
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reconvened and a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. Once a quorum is constituted, the shareholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal therefrom of such number of
shareholders as to leave less than a quorum.
Section 8. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders, unless the
vote of a different number is required by the Act, the Articles of Incorporation
of the Company or these By-Laws. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder.
Section 9. Proxy. Every proxy must be executed in writing by the
shareholder or by his duly authorized attorney-in-fact, and shall be filed with
the Secretary of the Company prior to or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided therein. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest. Proxies coupled with an interest include the appointment as proxy
of:
(a) a pledgee;
(b) a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares covered by such proxy;
(c) a creditor of the Company who extended credit to the Company under
terms requiring appointment of the creditor as proxy;
(d) an employee of the Company whose employment contract requires
appointment of the employee as proxy; and
(e) a party to a voting agreement entered into pursuant to and in
compliance with applicable provisions of the Act.
Section 10. Action by Written Consent. Any action required or
permitted to be taken at any 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 the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted, and such consent shall have the same force and effect as a unanimous vote
of shareholders.
Section 11. Meetings by Conference Telephone. Shareholders may
participate in and hold meetings of shareholders 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 such a
meeting 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.
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ARTICLE III
DIRECTORS
Section 1. Number of Directors. The number of Directors of the Corporation
shall be three (3), subject to increase or decrease as provided herein. The
number of directors may be changed from time to time by the vote of a majority
of the entire Board of Directors, but no decrease in the number of directors
shall have the effect of reducing the term of any incumbent director. Directors
shall be elected at the annual meeting of shareholders or at any special meeting
of shareholders called for that purpose, except as provided in Section 8 of this
Article, and each director shall hold office until his successor is elected and
qualified. Directors need not be shareholders of the Corporation or residents of
the State of Texas.
Section 2. Vacancies. Notwithstanding the fact that the remaining directors
may constitute less than a quorum of the Board of Directors as fixed by Section
8 of this Article, the affirmative vote of a majority of the remaining directors
may fill any vacancy occurring in the Board of Directors and, during the period
between any two successive annual meetings of the shareholders, may fill a
maximum of two (2) vacant directorships resulting from an increase in the number
of directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A directorship to be filled by
reason of an increase in the number of directors may be filled by the Board of
Directors for a term of office continuing only until the next election of one or
more directors by the shareholders. Any directorship to be filled by reason of
an increase in the number of directors may also be filled by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
At any annual meeting of shareholders, or any special meeting called for such
purpose, any director may be removed from office, for or without cause, though
his term may not have expired.
Section 3. General Powers. The business of the Company shall be managed by
its Board of Directors, which may exercise any and all powers of the Company and
do any and all such lawful acts and things as are not by the Act, the Articles
of Incorporation of the Company or by these By-Laws directed or required to be
exercised or done by the shareholders.
Section 4. Place of Meetings. The directors of the Company may hold their
meetings, both regular and special, either within or without the State of Texas.
Section 5. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held without further notice immediately following the
annual meeting of the shareholders, and at the same place, unless by unanimous
consent of the directors then elected and serving such time or place shall be
changed.
Section 6. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by the President of the Company on two (2) days' notice to each
director, with such notice to be given personally, by mail or by telex,
telegraph or mailgram. Special meetings shall be
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called by the President or Secretary of the Company in like manner and on like
notice on the written request of any one (1) director.
Section 8. Quorum and Voting. At all meetings of the Board of Directors the
presence of at least a majority of the number of directors fixed by Section 1 of
this Article shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
number of directors fixed by Section 1 of this Article shall be the act of the
Board of Directors, except as may be otherwise specifically provided by the Act,
the Articles of Incorporation of the Company or these By-Laws. 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.
Section 9. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate committees, each committee to consist
of one or more directors, which committees shall have such power and authority
and shall perform such functions as may be provided in such resolution. Such
committee or committees shall have such name or names as may be designated by
the Board of Directors and shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.
Section 10. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided that nothing herein contained shall be construed to preclude any
director or directors from serving the Company in any other capacity and
receiving compensation therefor.
Section 11. Action by Written Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee designated
by the Board of Directors may be taken without a meeting if a written consent,
setting forth the action so taken, is signed by all the members of the Board of
Directors or of such committee, and such consent shall have the same force and
effect as a unanimous vote at a meeting.
Section 12. Meetings by Conference Telephone. Members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold a meeting of such Board or committee 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
such a meeting 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.
Section 13. Resignations. Each director shall have the right to resign at
any time upon written notice of such resignation to the President or Secretary
of the Company. Unless otherwise specified in such written notice, the
resignation shall take effect upon the receipt thereof, and acceptance of such
resignation shall not be necessary to make same effective.
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ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of the Act, the
Articles of Incorporation of the Company or these By-Laws notice is required to
be given to any director or shareholder, and no provision is made as to how such
notice shall be given, notice shall not be construed to mean personal notice,
but any such notice may be given in writing, by mail, postage prepaid, addressed
to such director or shareholder at such address as appears on the books of the
Company, or by telex, telegraph or mailgram. Any notice required or permitted to
be given by mail shall be deemed to be given at the time when the same is
deposited, postage prepaid, in the United States mail as aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Company under the provisions of the Act, the
Articles of Incorporation of the Company or these By-Laws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether signed
before or after the time stated in such waiver, shall be deemed equivalent to
the giving of such notice.
ARTICLE V
OFFICERS
Section 1. In General. The officers of the Company shall be elected by the
Board of Directors and shall be a President, a Secretary and a Treasurer. The
Board of Directors may also, if it chooses to do so, elect a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers and such other officers and agents as it shall deem
necessary, all of whom shall also be officers of the Company. Two or more
offices may be held by the same person.
Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall elect a President and, if it so
chooses, may elect a Chairman of the Board, both of whom shall be members of the
Board of Directors, but the other officers need not be members of the Board of
Directors. The Board of Directors shall in addition elect at such meeting a Vice
President, a Secretary and a Treasurer and may appoint such other officers and
agents as it shall deem necessary, and may determine the salaries of all
officers and agents from time to time. The officers shall hold office until
their successors are duly elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed, for or without cause, at any
time by a majority vote of the whole Board of Directors. Election or appointment
of an officer or agent shall not of itself create contract rights.
Section 3. Chairman. The Chairman of the Board of Directors, if there be a
Chairman, shall preside at all meetings of the shareholders and the Board of
Directors and shall have such other powers as may from time to time be assigned
by the Board of Directors.
Section 4. President. The President shall be the chief executive officer of
the Company, shall preside at all meetings of the shareholders and the Board of
Directors in the
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absence or disability of the Chairman of the Board or if a Chairman of the Board
has not been elected, shall have authority and responsibility for the general
and active management of the business of the Company and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
Subject to the prior approval of the Board of Directors, the President shall
execute all contracts, mortgages, conveyances or other legal instruments in the
name of and on behalf of the Company, but this provision shall not prohibit the
delegation of such powers by the Board of Directors to some other officer, agent
or attorney-in-fact of the Company.
Section 5. Vice Presidents. The Vice President or, if there be more than
one, the Vice Presidents in the order of their seniority or in any other order
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall generally assist the President and perform such other duties as the Board
of Directors shall prescribe.
Section 6. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the shareholders and shall record all votes and
the minutes of all such proceedings in a book to be kept for that purpose, and
shall perform like duties for any other committees of the Board when required.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he or she shall be. The Secretary shall keep in safe
custody the seal of the Company, if any.
Section 7. Assistant Secretaries. Any Assistant Secretary shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 8. Treasurer. The Treasurer shall have the custody of all corporate
funds and securities, shall keep full and accurate accounts of receipts and
disbursements of the Company, and shall deposit all moneys and other valuable
effects in the name of and to the credit of the Company in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Company as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the President and directors, at
the regular meetings of the Board of Directors or whenever they may otherwise
require, an account of all of his or her transactions as Treasurer and of the
financial condition of the Company, and shall perform such other duties as may
be prescribed by the Board of Directors or the President.
Section 9. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 10. Resignations. Each officer shall have the right to resign at
any time upon written notice of such resignation to the President or the Board
of Directors. Unless otherwise specified in such written notice, the resignation
shall take effect upon the receipt thereof, and acceptance of such resignation
shall not be necessary to make same effective.
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ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The Company shall deliver certificates
representing all shares to which shareholders are entitled. Certificates
representing shares of the Company shall be in such form as shall be determined
by the Board of Directors and shall be numbered consecutively and entered in the
books of the Company as they are issued. Each certificate shall state on the
face thereof the holder's name, the number and class of shares, and the par
value of the shares or a statement that the shares are without par value. Each
certificate shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Company, and may be sealed with the
seal of the Company or a facsimile thereof if the Company shall then have a
seal. The signatures of the Company's officers on any such certificate or
certificates may be facsimiles. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, such certificate
or certificates shall cease to be such officer or officers of the Company,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Company or its agents, such certificate
or certificates may nevertheless be adopted by the Company and be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Company.
Section 2. Lost Certificates. The Board of Directors may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Company which is 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 the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Company 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 Company with respect to the certificate alleged to have been lost or
destroyed.
Section 3. Transfer of Shares. Shares of stock shall be transferable only
on the books of the Company by the holder or holders thereof in person or by
his, her or their duly authorized attorney or attorneys and, upon surrender to
the Company or to the transfer agent of the Company of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Company or the transfer agent of the Company to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
Section 4. Registered Shareholders. The Company shall be entitled to
recognize the holder or holders of record of any share or shares of stock as the
holder or holders in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends and Other Distributions. Dividends and other
distributions made upon or with respect to the outstanding shares of the
Company, subject to the provisions of the Act and of the Articles of
Incorporation of the Company, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be declared and paid in cash, in
property or in shares of the Company, and other distributions may be declared
and paid in cash or property, provided that all such declarations and payments
of dividends and other distributions shall be in strict compliance with all
applicable laws and the Articles of Incorporation of the Company. The Board of
Directors may fix in advance a record date for the purposes of determining
shareholders entitled to receive payment of any dividend or other distribution,
such record date to be not more than sixty (60) days prior to the payment date
of such dividend or other distribution, or the Board of Directors may close the
stock transfer books for such purpose for a period of not more than sixty (60)
days prior to the payment date of such dividend or other distribution. In the
absence of any action by the Board of Directors, the date upon which the Board
of Directors adopts the resolution declaring such dividend or other distribution
shall be the record date. Any dividend or other distribution declared pursuant
to this Section 1 shall be payable to the persons registered as shareholders of
the Company in the Company's stock transfer books as of the record date for such
dividend or other distribution as set pursuant to this Section 1, and the person
in whose name shares are registered in the stock transfer books of the Company
as of such record date shall be deemed to be the owner of the shares so
registered in his name at such time.
Section 2. Fiscal Year. The fiscal year of the Company shall be the twelve
(12) month period ending on December 31 of each year unless otherwise determined
and fixed by resolution of the Board of Directors.
Section 3. Seal. The Company may by resolution of the Board of Directors
adopt and have a seal, and said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced. Any officer of
the Company shall have authority to affix the seal to any document requiring it.
Section 4. Annual Statement. The Board of Directors shall present to the
shareholders at each annual meeting, and, when called for by vote of the
shareholders, at any special meeting, a full and clear statement of the business
and condition of the Company.
ARTICLE VIII
INDEMNITY
Section 1. Indemnification. The Company shall indemnify its directors and
officers from and against any and all liabilities, costs and expenses incurred
by them in such capacities to the fullest extent permitted by the Act, as
presently in effect and as may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for those persons
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or make and maintain other arrangements on such persons' behalf as, and to the
fullest extent, permitted by the Act, as presently in effect and as may be
hereafter amended.
Section 2. Indemnification Not Exclusive. The rights of indemnification and
reimbursement provided for in Section 1 of this Article VIII shall not be deemed
exclusive of any other rights to which any such director or officer may be
entitled under the Articles of Incorporation, any By-Laws, agreement or vote of
shareholders, or as a matter of law or otherwise.
ARTICLE IX
BY-LAWS
Section 1. Amendments. These By-Laws may be altered, amended or repealed
and new By-Laws may be adopted by the Board of Directors at any regular meeting
or at any special meeting called for that purpose.
Section 2. When By-Laws Silent. It is expressly recognized that when the
By-Laws are silent as to the manner of performing any corporate function, the
provisions of the Act shall control.
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