Exhibit 3.89
RESTATED
BY-LAWS
OF
Kutz Ambulance Service, Inc.
(a Wisconsin corporation)
ARTICLE I. OFFICES....................................................... -1-
1.01 Principal and Business Offices................................ -1-
1.02 Registered Office............................................. -1-
ARTICLE II. SHAREHOLDERS................................................. -1-
2.01 Annual Meeting................................................ -1-
2.02 Special Meeting............................................... -1-
2.03 Place of Meeting.............................................. -1-
2.04 Notice of Meeting............................................. -1-
2.05 Fixing of Record Date......................................... -2-
2.06 Quorum and Voting Requirements; Postponements; Adjournments... -2-
2.07 Conduct of Meetings........................................... -2-
2.08 Proxies....................................................... -2-
2.09 Voting of Shares.............................................. -3-
2.10 Voting of Shares by Certain Holders........................... -3-
(a) Legal Representatives and Fiduciaries..................... -3-
(b) Minors.................................................... -3-
2.11 Waiver of Notice by Shareholders.............................. -3-
2.12 Unanimous Consent Without Meeting............................. -3-
ARTICLE III. BOARD OF DIRECTORS.......................................... -4-
3.01 General Powers and Number..................................... -4-
3.02 Tenure and Qualifications..................................... -4-
3.03 Regular Meetings.............................................. -4-
3.04 Special Meetings.............................................. -4-
3.05 Notice; Waiver................................................ -4-
3.06 Quorum........................................................ -5-
3.07 Manner of Acting.............................................. -5-
3.08 Conduct of Meetings........................................... -5-
3.09 Vacancies..................................................... -6-
3.10 Compensation.................................................. -6-
3.11 Presumption of Assent......................................... -6-
3.12 Committees.................................................... -6-
3.13 Unanimous Consent Without Meeting............................. -7-
3.14 Meetings By Telephone Or By Other Communication Technology.... -7-
ARTICLE IV. OFFICERS..................................................... -7-
4.01 Number........................................................ -7-
4.02 Election and Term of Office................................... -7-
4.03 Removal....................................................... -8-
4.04 Vacancies..................................................... -8-
4.05 President..................................................... -8-
4.06 Executive Vice President...................................... -8-
4.07 Vice President................................................ -8-
4.08 Secretary..................................................... -9-
4.09 Treasurer..................................................... -9-
4.10 Assistant Secretaries and Assistant Treasurers................ -10-
4.11 Other Assistants and Acting Officers.......................... -10-
4.12 Salaries...................................................... -10-
ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
CONTRACTS, LOANS, CHECKS AND
DEPOSITS: SPECIAL CORPORATE ACTS............................. -10-
5.01 Conflict of Interest Transactions............................. -10-
5.02 Contracts..................................................... -10-
5.03 Loans......................................................... -10-
5.04 Checks, Drafts, etc........................................... -10-
5.05 Deposits...................................................... -11-
5.06 Voting of Securities Owned by this Corporation................ -11-
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER................... -11-
6.01 Certificates for Shares....................................... -11-
6.02 Facsimile Signatures.......................................... -12-
6.03 Signature by Former Officers.................................. -12-
6.04 Transfer of Shares............................................ -12-
6.05 Lost, Destroyed or Stolen Certificates........................ -12-
6.06 Consideration for Shares...................................... -12-
6.07 Stock Regulations............................................. -13-
ARTICLE VII. INDEMNIFICATION............................................. -13-
7.01 Indemnification for Successful Defense........................ -13-
7.02 Other Indemnification......................................... -13-
7.03 Allowance of Expenses......................................... -14-
ARTICLE VIII. FISCAL YEAR................................................ -14-
ARTICLE IX. SEAL......................................................... -14-
ARTICLE X. AMENDMENTS.................................................... -15-
10.01 By Shareholders............................................... -15-
10.02 By Directors.................................................. -15-
10.03 Implied Amendments............................................ -15-
10.04 Intent to Supersede........................................... -15-
ARTICLE I. OFFICES
1.01 Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require.
1.02 Registered Office. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin. The address of the registered office may be changed by the
Board of Directors or by the registered agent. The business office of the
registered agent of the Corporation shall be identical to such registered
office.
ARTICLE II. SHAREHOLDERS
2.01 Annual Meeting. The annual meeting of the shareholders shall be
held within sixty (60) days after receipt of the Corporation's year-end
financial statements, or at such other time and date as may be fixed by the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting.
2.02 Special Meeting. Special meetings of the shareholders, for any
purpose unless otherwise prescribed by the Wisconsin Business Corporation Law,
may be called by the Chairman of the Board of Directors (if one is designated),
the President, the Board of Directors, or the holders of at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting who sign, date and deliver to the Corporation one or
more written demands for the meeting describing one or more purposes for which
it is to be held. Special meetings shall be held at the Corporation's registered
office.
2.03 Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting. If no designation is made, the place of meeting shall
be the principal business office of the Corporation in the State of Wisconsin.
2.04 Notice of Meeting. Notices may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Such notice shall state the place, day and
hour of the meeting and, in case of a special meeting, a description of each
purpose for which the meeting is called.
2.05 Fixing of Record Date. A "shareholder" of the Corporation shall
mean the person in whose name shares are registered in the stock transfer books
of the Corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee certificate on file with the Corporation. Such nominee
certificates, if any, shall be reflected in the stock transfer books of the
Corporation.
2.06 Quorum and Voting Requirements; Postponements; Adjournments.
Shares entitled to vote as a separate voting group as defined in the Wisconsin
Business Corporation Law may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the Articles
of Incorporation or the Wisconsin Business Corporation Law provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting, it is considered present for purposes of determining whether a
quorum exists, for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
2.07 Conduct of Meetings. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their absence, any person chosen by the shareholders
present shall call the meeting of the shareholders to order and shall act as
chairman of the meeting, and the Secretary of the Corporation shall act as
Secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding Officer may appoint any other person to act as
Secretary of the meeting.
2.08 Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. Such proxy appointment is
effective when received by the Secretary of the Corporation before or at the
time of the meeting. Unless otherwise provided in the appointment form of proxy,
a proxy appointment may be revoked at any time before it is voted, either by
written notice filed with the Secretary or the acting Secretary of the meeting
or by oral notice given by the shareholder to the presiding Officer during the
meeting. The presence of a shareholder who has filed his or her proxy
appointment shall not of itself constitute a revocation. No proxy appointment
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the appointment form of proxy. In addition to the
presumptions set forth in Section 2.10 below.
2.09 Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any voting group or groups
are enlarged, limited or denied by the Articles of Incorporation.
2.10 Voting of Shares by Certain Holders.
(a) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his or her name, provided there is filed
with the Secretary before or at the time of meeting proper evidence of his or
her incumbency and the number of shares held by him or her. Shares standing in
the name of a fiduciary may be voted by him or her, either in person or by
proxy. An appointment form of
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proxy executed by a fiduciary shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to this Corporation, given in
writing to the Secretary of this Corporation, that such manner of voting is
expressly prohibited or otherwise directed by the document creating the
fiduciary relationship.
(b) Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor. Shares held by a minor may be voted by a personal representative,
administrator, executor, guardian or conservator representing the minor if
evidence of such fiduciary status is presented and acceptable to the
Corporation.
2.11 Waiver of Notice by Shareholders. Whenever any notice whatsoever
is required to be given to any shareholder of the Corporation under the Articles
of Incorporation or By-laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice and the Corporation shall include copies of such waivers in its
corporate records.
2.12 Unanimous Consent Without Meeting. Any action required by the
Articles of Incorporation or By-laws or any provision of law to 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.
ARTICLE III. BOARD OF DIRECTORS
3.01 General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation. The Corporation shall
have one or more Directors. The number of Directors may be increased or
decreased from time to time by amendment to this Section adopted by the
shareholders or the Board of Directors but no decrease shall have the effect of
shortening the term of an incumbent director.
3.02 Tenure and Qualifications. Each Director shall hold office until
the next annual meeting of shareholders and until his or her successor shall
have been elected, or until his or her prior death, resignation or removal. A
Director may be removed from office by the shareholders if, at a meeting of
shareholders called for that purpose, the number of votes cast to remove the
Director exceeds the number of votes cast not to remove him or her.
3.03 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.
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3.04 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if one is
designated), President, Secretary or any two Directors. The Chairman of the
Board (if one is designated), President, Secretary or Directors calling any
special meeting of the Board of Directors may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors called by them, and if no other place is fixed, the place
of meeting shall be the principal business office of the Corporation in the
State of Wisconsin.
3.05 Notice; Waiver. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
communicated to each Director at his or her business address or telephone number
or at such other address or telephone number as such Director shall have
designated in writing filed with the Secretary. Written notice is effective at
the earliest of the following:
(i) when received;
(ii) on deposit in the U.S. Mail, if mailed postpaid and correctly
addressed; or
(iii) on the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested and the receipt is
signed by or on behalf of the addressee.
Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.
Whenever any notice whatsoever is required to be given to any Director
of the Corporation under the Articles of Incorporation or By-laws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the Director entitled to such notice,
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or asset to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.06 Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the Articles of Incorporation or the By-laws, a majority
of the number of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
Directors present or participating (though less than such quorum) may adjourn
the meeting from time to time without further notice.
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3.07 Manner of Acting. If a quorum is present or participating when a
vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.
3.08 Conduct of Meetings. The Chairman of the Board (if one is
designated), or in the Chairman's absence, the President, or in the President's
absence, the Executive Vice President (if one is designated), or in the
Executive Vice President's absence, a Vice President in the order provided under
Section 4.08, and in their absence, any Director chosen by the Directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as Secretary
of all meetings of the Board of Directors, but in the absence of the Secretary,
the presiding Officer may appoint any Assistant Secretary or any Director or
other person present or participating to act as Secretary of the meeting.
3.09 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of Directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the Directors then in office, though less than a quorum of the Board
of Directors, or by the shareholders; provided, that in case of a vacancy
created by the removal of a Director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting or
any adjournment thereof.
3.10 Compensation. The Board of Directors, by affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
Directors for services to the Corporation as Directors, Officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits of payments, to Directors, Officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such Directors, Officers and employees to the Corporation.
3.11 Presumption of Assent. A Director of the Corporation who is
present at or participates in a meeting of the Board of Directors or a committee
thereof of which he or she is a member, at which action on any corporate matter
is taken, shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting or unless he or she
shall file his or her written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
3.12 Committees. The Board of Directors, by resolution adopted by the
affirmative vote of a majority of the number of Directors may designate one or
more committees, each committee to consist of two or more Directors elected by
the Board of Directors, which to the extent provided in said resolution as
initially adopted, and as thereafter supplemented or
5
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
except that a committee may not do any of the following: (i) authorize
distributions; (ii) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members; (iv) amend the Articles of Incorporation under Section 180.1002 of the
Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi)
approve a plan of merger not requiring shareholder approval; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee or a senior
executive officer of the Corporation to do so within limits prescribed by the
Board of Directors.
3.13 Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or the By-laws or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors then in office.
3.14 Meetings By Telephone Or By Other Communication Technology.
Meetings of the Board of Directors or committees may be conducted by telephone
or by other communication technology in accordance with Section 180.0820 of the
Wisconsin Business Corporation Law.
ARTICLE IV. OFFICERS
4.01 Number. The principal Officers of the Corporation shall be a
President, the number of Vice Presidents as may be determined by the Board of
Directors, a Secretary, and a Treasurer, each of whom the Board of Directors
shall from time to time determine. Such other Officers and Assistant Officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
The Board of Directors may authorize a duly appointed Officer to appoint one or
more Officers or Assistant Officers. The same natural person may simultaneously
hold more than one office in the Corporation.
4.02 Election and Term of Office. The Officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of Officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each Officer shall hold office until his or her successor shall have been
duly elected or until his or her prior death, resignation or removal.
4.03 Removal. Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
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4.04 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.
4.05 President. The President shall be the chief executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, or if one is not
designated, he or she shall preside at all meetings of the shareholders and of
the Board of Directors. He or she shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the Corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. He or
she shall have authority to sign, execute and acknowledge, on behalf of the
Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or proper to be
executed in the course of the Corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he or she may authorize any Vice
President or other Officer or agent of the Corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the office of chief
executive officer and such other duties as may be prescribed by the Board of
Directors from time to time.
4.06 Executive Vice President. The Executive Vice President, if one is
designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of the President
or in the event of his or her death, inability or refusal to act, the Executive
Vice President shall perform the duties of the President and when so acting
shall have all the powers and duties of the President. He or she shall perform
such other duties as from time to time may be assigned to him or her by the
Board of Directors or the President.
4.07 Vice Presidents. In the absence of the President and the
Executive Vice President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for them to act
personally, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by the
President, the Executive Vice President or by the Board of Directors. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the President.
4.08 Secretary. The Secretary shall: (i) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of the By-laws or as required by law; (iii) be
custodian of the corporate records; (iv) keep or arrange for the keeping of a
register of the post office address of each shareholder which shall be furnished
to the
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Secretary by such shareholder; (v) have general charge of the stock transfer
books of the Corporation; and (vi) in general, perform all duties incident to
the office of Secretary and have such other duties and exercise such authority
as from time to time may be delegated or assigned to him or her by the President
or by the Board of Directors.
4.09 Treasurer. The Treasurer shall: (i) have charge and custody of
and be responsible for all funds and securities of the Corporation; (ii) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Section 5.05 hereof; and (iii) in general, perform all of
the duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him or her by the President or by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board of
Directors shall determine.
4.10 Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
4.11 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any Officer,
or as agent for the Corporation in his or her stead, or to perform the duties of
such Officer whenever, for any reason, it is impracticable for such Officer to
act personally and such assistant or acting Officer or other agent so appointed
by the Board of Directors shall have the power to perform all the duties of the
office to which he or she is so appointed to be assistant, or as to which he or
she is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.
4.12 Salaries,. The salaries of the principal Officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation.
ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS
5.01 Conflict of Interest Transactions. A "conflict of interest"
transaction means a transaction with the Corporation in which a Director of the
Corporation has a direct or indirect interest. The circumstances in which a
Director of the Corporation has an indirect interest in a transaction include
but are not limited to a transaction under any of the following circumstances:
(i) another entity in which the Director has a material financial interest or in
which the Director is a general partner is a party to the transaction; or (ii)
another entity of which the Director is a
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director, officer or trustee is a party to the transaction and the transaction
is or, because of its significance to the Corporation should be, considered by
the Board of Directors of the Corporation. A conflict of interest transaction is
not voidable by the Corporation solely because of the Director's interest in the
transaction if any of the circumstances set forth in Section 180.0831 of the
Wisconsin Business Corporation Law (or any successor statutory provision) are
true or occur.
5.02 Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.
5.03 Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.
5.04 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such Officer or Officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.
5.05 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board of Directors.
5.06 Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he or she is present, or in
the President's absence by the Executive Vice President (if one is designated),
or in the Executive Vice President's absence, by any Vice President of this
Corporation who may be present, and (ii) whenever, in the judgment of the
President, or in his absence, of the Executive Vice President (if one is
designated), or in the Executive Vice President's absence, of any Vice
President, it is desirable for this Corporation to execute an appointment of
proxy or written consent in respect to any shares or other securities issued by
any other corporation and owned by this Corporation, such proxy appointment or
consent shall be executed in the name of this Corporation by the President,
Executive Vice President or one of the Vice Presidents of this Corporation in
the order as provided in clause (i) of this Section, without necessity of any
authorization by the Board of Directors or countersignature or attestation by
another Officer. Any person or persons designated in the manner above stated as
the proxy or proxies of this Corporation shall have full right, power and
authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.
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ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01 Certificates for Shares,. Certificates representing shares of the
Corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
by another Officer designated by the President or the Board of Directors. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled.
6.02 Facsimile Signatures. The signature of the President or other
authorized Officer upon a certificate may be a facsimile if the certificate is
manually signed on behalf of a transfer agent, or a registrar, other than the
Corporation itself or an employee of the Corporation.
6.03 Signature by Former Officers. In case any Officer, who has signed
or whose facsimile signature has been placed upon, any certificate for shares,
shall have ceased to be such Officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
Officer at the date of its issue.
6.04 Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer, the Corporation may treat the shareholder
of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (i) there were on or with the certificate the necessary
endorsements, and (ii) the Corporation had no duty to inquire into adverse
claims or has discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed by or under the authority of
the Board of Directors.
6.05 Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (i) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, and (ii) files with the Corporation a sufficient
indemnity bond, and (iii) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.
6.06 Consideration for Shares. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
Corporation. When the Corporation receives the consideration for which the Board
of Directors authorized the issuance of shares, the shares issued for that
consideration are fully paid and nonassessable, except as
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provided by Section 180.0622 of the Wisconsin Business Corporation Law (or any
successor statutory provision) which may require further assessment for unpaid
wages to employees under certain circumstances. The Corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make other arrangements to restrict the transfer of the
shares, and may credit distributions in respect of the shares against their
purchase price, until the services are performed, the benefits are received or
the note is paid. If the services are not performed, the benefits are not
received or the note is not paid, the Corporation may cancel, in whole or in
part, the shares escrowed or restricted and the distributions credited.
6.07 Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.
ARTICLE VII. INDEMNIFICATION
7.01 Indemnification for Successful Defense. As required by the
Wisconsin Business Corporation Law, the Corporation shall indemnify a Director,
Officer or Employee to the extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if the Director, Officer or Employee was a party because he or
she is a Director, Officer or Employee of the Corporation.
7.02 Other Indemnification. In cases not included under Section 7.01
hereof, and as provided by Section 180.0851(2) of the Wisconsin Business
Corporation Law (or any successor statutory provision), the Corporation shall
indemnify a Director or Officer against liability incurred by the Director or
Officer in a proceeding to which the Director or Officer was a party because he
or she is a Director or Officer of the Corporation, unless liability was
incurred because the Director or Officer breached or failed to perform a duty
that he or she owes to the Corporation and the breach or failure to perform
constitutes any of the following:
(i) A wilful failure to deal fairly with the Corporation or its
shareholders in connection with a matter in which the Director or
Officer has a material conflict of interest;
(ii) A violation of the criminal law, unless the Director or Officer
has reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her conduct
was unlawful;
(iii) A transaction from which the Director or Officer derived an
improper personal profit; or
(iv) Wilful misconduct.
7.03 Allowance of Expenses. Within ten days after receipt of a written
request by a Director or Officer who is a party to a proceeding, the Corporation
shall pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:
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(i) A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to
the Corporation; and
(ii) A written undertaking, executed personally or on his or her
behalf, to repay the allowance (together with reasonable interest
thereon) to the extent that it is ultimately determined under
Sections 7.01 and 7.02 hereof and pursuant to Section 180.0855 of
the Wisconsin Business Corporation Law (or any successor
statutory provision) that indemnification is not required, will
not be provided, or is not so ordered by a court under Section
180.0854 of the Wisconsin Business Corporation Law (or any
successor statutory provision). The undertaking under this
subsection shall be an unlimited general obligation of the
Director or Officer, and may be accepted without reference to his
or her ability to repay the allowance. The undertaking may be
secured or unsecured as determined by the Board of Directors.
ARTICLE VIII. FISCAL YEAR
The Corporation's fiscal year shall be a calendar year.
ARTICLE IX. SEAL
There shall be no corporate seal.
ARTICLE X. AMENDMENTS
9.01. By Shareholders. The By-laws may be altered, amended or repealed
and new By-laws may be adopted by the shareholders by the affirmative vote
specified in Section 2.07 of these By-laws.
9.02. By Directors. The By-laws may also be altered, amended or
repealed and new By-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of Directors present at or participating in any
meeting at which a quorum is in attendance; but no By-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
By-law so adopted so provides.
9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
By-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of Directors required to amend the
By-laws so that the By-laws would be consistent with such action, shall be given
the same effect as though the By-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.
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9.04. Intent to Supersede. These By-laws shall supersede the By-laws
of the Corporation which were previously the By-laws of Kutz Ambulance Service,
Inc.
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