Exhibit 3.103
BYLAWS
OF
MEDI-CAR AMBULANCE SERVICE, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 29th day of March of each year or at such other
time and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corpor- ation. If the designated day shall fall on a Sunday or legal holiday,
then the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than 10 nor more than 60 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the
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 10 nor more than 60 days
before the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary or the officer or persons 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 addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any busines may be transacted that might have been transacted on the
original date of the
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meeting. If, however, after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given as provided in this Article to each shareholder of record on the new
record date entitled to vote at such meeting.
Section 6. Shareholder Quorum and Voting. 51% of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders.
If a quorum is present, the affirmative vote of 51% of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.
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Section 9. Action by Shareholders Without a Meeting. Any action required by
law, these bylaws, or the Articles of Incorporation of this corporation to be
taken at any annual or special meeting of shareholders, or any action which may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors shall be residents of this state and
shareholders of this corporation.
Section 3. Compensation. Board of Directors shall have authority to fix the
compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors
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at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he votes against such action or abstains
from voting in respect thereto because of an asserted conflict of interest.
Section 5. Number. This corporation shall have three directors.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A
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director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of 51% of the shares
then entitled to vote at an election of directors.
Section 9. Quorum and Voting. 51% of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business. The act of 51%
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directions, by
resolution adopted by 51% of the full Board of Directors, may designate from
among its members an executive committee and one or more other committees each
of which, to the extent provided in such resolution shall have and may exercise
all the authority of the Board of Directors, except as is provided by law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held 755 N. W. 28th Street, Miami, Florida
Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice
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on last Thursday of March of each year.
Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram
or cablegram at least 5 days before the meeting or by notice mailed to the
director at least 2 days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the trans action of business because the meeting is not lawfully called or
convened.
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.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
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Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a vice president, a secretary and a treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed
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by the Board of Directors from time to time. Any two or more offices may be held
by the same person.
Section 2. Duties. The officers of this corpora- tion shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Vice President shall in the event of the absence or inability of the
President to exercise his office become acting president of the organization
with all the rights, privi- leges and powers as if he had been duly elected
president.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records, shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
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Section 3. Removal of Officers. An officer or agent elected or appointed by
the Board of Directors may be removed by the board whenever in its judgment the
best interests of the corporation will be served thereby.
Any vacancy in any office may be filed by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
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of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS.
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors. This
corporation shall keep at its registered office or principal place of business a
record of its shareholders, giving the names and addresses of all shareholders
and the number of the shares held by each. Any books, records and minutes may be
in written form or in any other form capable of being converted into written
form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
of the outstanding shares of the corporation, upon written demand stating the
purpose thereof,
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shall have the right to examine, in person or by agent or attorney, at any
reasonable time or times, for any proper purpose its relevant books and records
of accounts, minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
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ARTICLE VI. DIVIDENDS.
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent, subject to the provisions of the Florida
Statutes.
ARTICLE VII. CORPORATE SEAL.
The Board of Directors shall provide a corporate seal which shall be in
circular form.
ARTICLE VIII. AMENDMENT.
These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by
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ARTICLE IX. MEDICAL EXPENSE PLAN.
Section, 1. Benefits. The Corporation shall reimburse all eligible
employees for expenses incurred by themselves and their dependents, as defined
in IRC S152, as amended, for medical care, as defined in IRC S213(e), as
amended, subject to the conditions and limitations as hereinafter set forth.
It is the intention of the Corporation that the benefits payable to
eligible employees hereunder shall be excluded from their gross income pursuant
to IRC S105, as amended.
Section 2. Eligibility. ___________________________________________________
______________________________________________________ employed on a full time
basis at the inception of this Plan, including those who may be absent due to
illness or injury on said date, are eligible employees under the Plan. An
employee shall be considered employed on a full time basis if said employee
customarily works at least seven months in each year and twenty hours in each
week.
Any person hereafter becoming
_________________________________________________________ employed on a full
time basis shall be eligible ___________________________________________________
_____________________________________ under this plan.
Section 3. Limitations. The Corporation shall reimburse any eligible
employee no more than $_______________
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in any fiscal year for medical care expenses.
Reimbursement or payment provided under this Plan shall be made by the
Corporation only in the event and to the extent that such reimbursement or
payment is not provided under any insurance policy(ies), whether owned by the
Corpor- ation or the employee, or under any other health and accident or wage
continuation plan.
In the event that there is such an insurance policy or plan in effect
providing for reimbursement in whole or in part, then to the extent of the
coverage under such policy or plan, the Corporation shall be relieved of any and
all liability hereunder.
Section 4. Submission of Proof. Any eligible employee applying for
reimbursement under this Plan shall submit to the Corporation, at least
quarterly, all bills for medical care, including premium notices for accident or
health insurance, for verification by the Corporation prior to payment. Failure
to comply herewith, may at the discretion of the Corporation, terminate such
eligible employee's right to said reimbursement.
Section 5. Discontinuation. This Plan shall be subject to termination at
any time by vote of the board of directors of the Corporation; provided,
however, that medical care expenses incurred prior to such termination shall be
reimbursed or paid in accordance with the terms of this Plan.
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Section 6. Determination. The president shall determine all questions
arising from the administration and interpretation of the Plan except where
reimbursement is claimed by the president. In such case determination shall be
made by the board of directors.
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