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Exhibit 3.26
AMENDMENT TO BYLAWS
OF
EMERGENCY COVERAGE CORPORATION
Effective April 1, 1994, Article 111, Section 3 Number of Directors, is
hereby deleted in its entirety and the following language is substituted
therefore:
The number of Directors shall be fixed from time to by either
the Shareholders or by the Board of Directors.
SECRETARY'S CERTIFICATE
The undersigned, being the duly elected Secretary of Emergency Coverage
Corporation, hereby certifies that the above Amendment to the Bylaws of the
Corporation was approved by the Board of Directors acting by Written Consent on
June 12, 1995.
/s/ Michael L. Hatcher
---------------------------------
Michael L. Hatcher, Secretary
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BY-LAWS
OF
ECC EMERGENCY COVERAGE CORPORATION
ARTICLE I. SHAREHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the shareholders
shall be held on the first Tuesday of the month of the corporation's year end or
on such other date as may be determined by the Board of Directors and set forth
in the notice of such meeting. The business to be transacted at the annual
meeting shall be the election of directors and such other business as may
properly come before the meeting.
SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors of the corporation, and shall be
called by the President at the request of the holders of not less than ten
percent (10%) of all outstanding shares of the corporation entitled to vote at
such meeting.
SECTION 3. Place of Meetings. Shareholders meetings shall be held at
the principal office of the corporation or at such other place as may be
designated by the President or the Board of Directors.
SECTION 4. Notice of Meetings. Written or printed 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 and the person or persons
calling the meeting, shall be delivered either personally or by mail at the
direction of the President, the Board of Directors, or the persons calling the
meeting to each shareholder entitled to vote at the meeting. If mailed, such
notice shall be delivered not less than ten (10) nor more than sixty (60) days
prior to the date of the meeting and 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. If delivered personally, such notice shall be delivered not
less than five (5) nor more than sixty (60) days before the date of the meeting
and shall be deemed delivered when actually received by the shareholder. A
certificate of the Secretary or other person giving the notice, or of a transfer
agent of the corporation, that the notice required by this section has been
given, in the absence of fraud, shall be prima facia evidence of the facts
therein stated.
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 business may be
transacted that might have been transacted on the original date of the meeting.
If after the adjournment, however, the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
to each shareholder of record on the new record date entitled to notice under
the first paragraph of this SECTION 4.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any
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adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, thirty (30) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The Secretary of the corporation shall make a
complete list of the shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such list shall 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 for
the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by such shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the Secretary
of the corporation before 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 in the proxy.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders and fractional shares shall be voted and counted as a fractional
vote equal to the fraction of each such share voted.
Shares standing in the name of another corporation may be, voted by
such officer, agent, or proxy as the By-Laws of such corporation may prescribe,
or, in the absence of such provision, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
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Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION 10. Action by Unanimous Written Consent. Whenever shareholders
are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all shareholders entitled to vote thereon.
ARTICLE II. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president and by the
secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. 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 the date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the hooks of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
SECTION 3. Stated Value. Any shares of the corporation without par
value shall have such stated value as the board shall from time to time
determine.
SECTION 4. Lost, Destroyed or Stolen Certificates. Certificates for
shares of stock in the corporation shall be issued in place of any certificate
alleged to have been lost, destroyed, or stolen on production of evidence,
satisfactory to the Board of Directors, of such loss, destruction or theft, and,
if the Board of Directors so requires upon the furnishing of an indemnity bond
in such
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amount and with such terms and such surety as the Board of Directors may, in its
discretion, require.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors, all of whom shall be of legal age.
SECTION 2. Election and Term. Directors shall be elected at the first
meeting of shareholders and at annual meetings of shareholders, for terms not to
exceed three years. Each director shall hold office until the expiration of the
term for which he is elected, and thereafter until his successor has been
elected and qualified.
SECTION 3. Number of Directors. The Board of Directors shall consist of
one (1) member. The number of directors may be changed by amendment of this
By-Law by the Board of Directors provided such amendment is approved by a
majority of the entire Board of Directors and provided further that the number
shall not be less than the number permitted by law.
SECTION 4. Meetings. The regular annual meeting of the Board of
Directors shall be held without other notice than this By-Law immediately
following the annual meeting of shareholders on the same day thereof and at the
same place of such annual meeting. Additional regular meetings of the Board of
Directors shall be held at such times and places as are fixed from time to time
by resolution of the Board of Directors. Special meetings may be held at any
time upon the call of the President or any two directors.
SECTION 5. Notice of Meetings. Notice of any special meeting shall be
given at least ten (10) days previously thereto by written notice delivered
personally or mailed to each director.
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If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, directed to the director's last known address, with postage
thereon prepaid. Any director may waive notice of any meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors duly elected
and holding office shall constitute a quorum, and the act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 7. Acting without a Meeting. Whenever the directors are
permitted or required to take any action, they may take such action without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all directors entitled to vote thereon.
SECTION 8. Telephone Meeting Allowed. Participation by members of the
board or any committee designated by the board in any telephone meeting of the
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 shall be permitted. Participation in such a meeting pursuant to this
Paragraph 8 shall constitute presence in person at such meeting. The directors
shall be promptly furnished a copy of the minutes of any meeting held under this
paragraph.
SECTION 9. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason may be filled by
the vote of a majority of the directors then in office although less than a
quorum exists. A director elected to fill a vacancy shall hold office until the
next annual meeting of shareholders and thereafter until a successor has been
elected and qualified.
SECTION 10. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his 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.
SECTION 12. Committees. The board, by resolution adopted by a majority
of the entire board, may designate an executive committee, consisting of two or
more directors, and other committees, consisting of two or more persons, who may
or may not be directors, and may delegate to such committee or committees all
such authority of the board that it deems desirable. Only the specific
delegation of the board shall be effective to give a committee the authority to
adopt, amend or repeal the By-Laws, to submit to shareholders any action that
needs shareholder authorization under applicable law, to fill vacancies in the
board or in any committee, or to
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declare dividends or make other corporate distributions. The committee shall
report any action taken to the meeting of the board next following the taking of
such action, unless the board otherwise requires. The board may designate one or
more directors as alternate members of any such committee, who may replace any
absent member or members at any meeting of the committee. Each such committee,
and each member of each such committee, shall serve at the pleasure of the
board. The designation of any such committee and the delegation thereto of
authority shall not relieve any director of any responsibility imposed by law.
So far as applicable, the provisions of these by-laws relating to the conduct of
meetings of the board shall govern meetings of the executive and other
committees.
SECTION 13. Proxy Committee. The directors shall have the authority to
appoint from their number or from the corporation's shareholders a Proxy
Committee whose names may be, at the direction of the directors, printed as
proxies on the proxy blanks to be mailed to the shareholders; provided, such
proxies so mailed shall leave a space for such name or names as the shareholders
may wish to substitute in place of the names of the Proxy Committee. The Proxy
Committee shall be entitled to vote at any regular or special called meeting of
shareholders on all business matters and affairs of the corporation then
considered.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
president, a secretary and a treasurer. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except that
no person shall hold the offices of president and secretary.
SECTION 2. Election and Term of Office. The officers of the corporation
to he elected by the Board of Directors shall be elected annually by the Board
of Directors at the annual 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 successor shall
have been duly elected and shall have qualified or until his death, resignation,
or removal. Election or appointment of an officer or agent shall not of itself
create contract rights.
SECTION 3. Removal and Vacancies. Any officer or agent may be removed
by the Board of Directors with or without cause by the affirmative vote of a
majority of the directors then in office. A vacancy in any office may be filled
by the Board of Directors for the unexpired portion of the term.
SECTION 4. President. The president shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all business and affairs of
the corporation, shall preside at the meetings of shareholders and the Board of
Directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, leases, deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed and
in
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general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the Board of Directors from time to time.
SECTION 5. Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records; (d) keep a register of the post office
address of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the Board of Directors.
SECTION 6. Vice President. The vice president shall be vested with all
the powers and shall be required to perform all the duties of the President in
his absence and/or disability and he shall perform such other duties as may be
prescribed by the Board of Directors.
SECTION 7. Treasurer. The treasurer shall have the custody of the funds
and securities of the corporation and shall keep full and accurate accounts of
all receipts and disbursements in books belonging to the corporation. He shall
disburse the funds of the corporation as may be ordered by the Directors, and
shall render to the President, stockholders and directors, whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the corporation.
SECTION 8. General Manager. In addition to the other offices
specifically provided for herein, the Board of Directors shall have the power to
select and appoint a general manager with such duties as may be determined and
assigned by the Board of Directors. The general manager need not be an officer
of the corporation but may also hold any office specifically provided for
herein.
SECTION 9. Salaries. The salaries of the officers of the corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE V. CONTRACTS, LOANS,
CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to
specific instances.
SECTION 2. Loans. No loans shall he contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. 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
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signed by such officer or officers, employee, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. 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 the Board of Directors
may select.
ARTICLE VI. DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE VII. CORPORATE SEAL
The Board of Directors may, but shall not be obligated to, provide a
corporate seal which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation; but the presence or
absence of such seal on any or its addition thereto, shall not affect its
character, validity or legal effect in any respect.
ARTICLE VIII. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these By-Laws or under the provisions of the articles of incorporation or
otherwise, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall he deemed
equivalent to the giving of such notice.
ARTICLE IX. MISCELLANEOUS
SECTION 1. Offices. The principal office of the corporation in the
State of Tennessee shall be located at 1701 United American Plaza, Knoxville,
Tennessee 37929, or such other place as shall be designated by the Board.
SECTION 2. Stock in Other Companies. In the absence of other
arrangement by the board, the president of the corporation may vote, endorse for
transfer or take any other action necessary with respect to shares of stock and
securities issued by any other corporation and owned by this corporation; and he
may make, execute and deliver any proxy, waiver of consent with respect thereto.
SECTION 3. Indemnification of Directors and Officers. Any director or
officer, or his executor or administrator, shall be entitled to indemnification
in accordance with Sections 48-406 through 46-411 of the Tennessee General
Corporation Act.
ARTICLE X. AMENDMENTS
These By-Laws may be altered, amended, or repealed by the shareholders
at any annual meeting of shareholders or at any special meeting of shareholders
or by the affirmative vote of a
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majority of the entire Board of Directors of the corporation at any regular or
special meeting of the Board of Directors, provided each director is given
written notice by the proposed alteration, amendment, or repeal of these By-Laws
in the normal manner at least ten (10) days prior to such meeting of the Board
of Directors.
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