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EXHIBIT 3.30
EMERGENCY PHYSICIANS OF MANATEE, INC.
BY-LAWS OF THE CORPORATION
ARTICLE I: MEETINGS OF SHAREHOLDERS
1. ANNUAL MEETING. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the board of
directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
2. SPECIAL MEETING. Special meetings of the shareholders shall be held
when directed by the board of directors or when requested in writing by the
holders of not less than ten percent of all the shares entitled to vote at the
meeting. A meeting requested by shareholders shall be called for a date not less
than ten nor more than sixty 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 designate another person to do
so.
3. PLACE OF MEETING. Meetings of shareholders may be held within or
without the State of Florida.
4. NOTICE OF MEETING. 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 ten nor more than
sixty 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 the
meeting. If mailed, the notice shall be deemed to be delivered when deposited
with prepaid postage in the United States Mail addressed to the shareholder at
the shareholder's address as it appears on the stock transfer books of the
corporation.
5. NOTICE OF ADJOURNED MEETINGS. 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. At the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment, the board of directors fixes
a new record date for the adjourned
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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
that meeting.
6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment, or entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other purpose, the
board of directors may provide that the stock transfer books shall be closed for
a stated period but not to exceed, in any case, sixty days. If the stock
transfer book shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, the books shall
be closed for at least ten days immediately preceding the 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 determination of
shareholders, that date in any case to be not more than sixty days and, in case
of a meeting of shareholders, not less than ten days before the date on which
the particular action requiring the 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 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 the dividend is adopted, as
the case may be, shall be the record date for the determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, the
determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date for the adjourned meeting.
7. VOTING RECORD. The secretary of the corporation shall make, at least
ten days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting or any adjournment thereof with the
address of and the number and class and series, if any, of shares held by each.
The list, for a period of ten days before that meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation, or at the office of the transfer agent or registrar of the
corporation and any shareholder shall be
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entitled to inspect the list at any time during usual business hours. The list
also shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder at any time during the
meeting.
If the requirements of this section have not been complied
with substantially, the meeting on demand of any shareholder in person or by
proxy shall be adjourned until the requirements are met. If no such demand is
made, failure to comply with the requirements of this section shall not affect
the validity of any action taken at the meeting.
Notwithstanding the foregoing, the requirements of this
section shall not apply in the event the corporation has fewer than six
shareholders entitled to vote at the meeting or any adjournment thereof.
8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. When a specified item of business is required to be voted on by
a class or series of stock, a majority of the shares of that class or series
shall constitute a quorum for the transaction of that item of business by that
class or series.
If a quorum is present, the affirmative vote of the majority
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.
After a quorum has been established at a shareholders'
meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment of it.
9. VOTING OF SHARES. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
Treasury shares, shares of stock of this corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this corporation, and shares of stock of this corporation held by
it in a fiduciary capacity 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.
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A shareholder may vote either in person or by proxy executed
in writing by the shareholder or his duly authorized attorney-in-fact.
At each election for directors every shareholder entitled to
vote at the election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected at that time and for whose election the shareholder has a right to vote;
or, if expressly permitted by the articles of incorporation, to cumulate his
votes by giving one candidate as many votes as the number of directors to be
elected at that time multiplied by the number of the shareholder's shares, or by
distributing the votes on the same principal among any number of the candidates.
Shares standing in the name of another corporation, domestic
or foreign, may be voted by the officer, agent, or proxy designated by the
by-laws of the corporate shareholder, or, in the absence of any applicable
by-law, by whatever person the board of directors of the corporate shareholder
may designate. Proof of the designation may be made by presentation of a
certified copy of the by-laws or other instrument of the corporate shareholder.
In the absence of any such designation, or in case of conflicting designation by
the corporate shareholder, the chairman of the board, president, any vice
president, secretary and treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote the shares.
Shares held by an administrator, executor, guardian or
conservator may be voted by such fiduciary, either in person or by proxy,
without a transfer of the shares into the fiduciary's name. Shares standing in
the name of a trustee may be voted by the trustee, either in person or by proxy,
but no trustee shall be entitled to vote shares held by that trustee without a
transfer of the shares into the trustee's name.
Shares standing in the name of a receiver may be voted by the
receiver. Shares held by or under the control of a receiver may be voted by the
receiver without transfer into the receiver's name if authority to do so is
contained in an appropriate order of the court by which the receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote those shares until the shares have been transferred into the name of the
pledgee. Thereafter the pledgee or the nominee of the pledgee shall be entitled
to vote the shares so transferred.
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After written notice of redemption of redeemable shares has
been mailed to the shareholders and a sum sufficient to redeem the shares has
been deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price upon surrender, the redeemed shares shall
not be entitled to vote on any matter and shall not be deemed to be outstanding
shares.
10. PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for the shareholder by proxy.
Every proxy must be signed by the shareholder or the
shareholder's attorney-in-fact. No proxy shall be valid after the expiration of
eleven months from its date unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except as
otherwise provided by law.
The authority of a proxyholder to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of
incompetence or death is received by the secretary of the corporation.
If a proxy for the same shares confers authority on two or
more persons, a majority of them present at the meeting (or one person if only
one is present) may exercise all the powers conferred by the proxy, unless
otherwise provided. If the proxyholders present at the meeting are equally
divided as to the right and manner of voting in any particular case, the voting
of the shares shall be prorated.
If a proxy expressly provides, any proxyholder may appoint in
writing a substitute to act in the proxyholder's place.
11. VOTING TRUSTS. Any number of shareholders of this corporation may
create a voting trust for the purpose of conferring on a trustee or trustees the
right to vote or otherwise represent their shares, as provided by law. When the
counterpart of a voting trust agreement and the copy of the record of the
holders of voting trust certificates has been deposited with the corporation as
provided by law, those documents shall be subject to the same right of
examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation. The counterpart and
copy of the record shall be subject to examination by any holder of record of
voting trust certificates,
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either in person or by his agent or attorney, at any reasonable time for any
proper purpose.
12. SHAREHOLDERS AGREEMENTS. Two or more shareholders of this
corporation may enter into an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing in that agreement shall
impair the right of this corporation to treat the shareholders of record as
entitled to vote the shares standing in their names.
13. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by
law, these by-laws or the articles of incorporation of this corporation to be
taken at any annual or special meeting of shareholders of the corporation, or
any action that may be taken at any annual or special meeting of such
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 the action at a
meeting at which all shares entitled to vote were present and voted. If any
class of shares is entitled to vote as a class, written consent shall be
required of the holders of a majority of the shares of each class of shares
entitled to vote as a class and the total shares entitled to vote.
Within ten days after obtaining authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action. If the action is a merger, consolidation, or sale or exchange
of assets for which dissenters' rights are provided, the notice shall contain a
clear statement of the right of dissenting shareholders to be paid the fair
value of their shares on compliance with further statutory provisions regarding
the rights of dissenting shareholders.
ARTICLE II: DIRECTORS
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.
2. QUALIFICATION. Directors need not be residents of this state or
shareholders of this corporation.
3. COMPENSATION. The board of directors shall have authority to fix the
compensation of directors.
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4. DUTIES OF DIRECTORS. A director shall perform his duties as a
director or board committee member in good faith and in a manner the director
reasonably believes in the best interests of the corporation. A director shall
act with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
In performing the director's duties, a director shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, prepared or presented by: (a) one
or more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented; (b) counsel,
public accountants or other persons as to matters which the director reasonably
believes to be within that person's professional or expert competence; or (c) a
committee of the board upon which the director does not serve, duly designated
in accordance with a provision of the articles of incorporation or the by-laws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith
if he has knowledge concerning the matter in question that would cause that
reliance described above to be unwarranted.
A person who performs his duties in compliance with this
section shall have no liability by reason of being or having been a director of
the corporation.
5. PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of its board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against that action or abstains from voting because of an asserted conflict of
interest.
6. NUMBER. The number of directors shall be as set forth in the
Articles of Incorporation; however, the number of directors may be increased or
decreased from time to time by amendment to these by-laws, provided there shall
always be at least one director and no decrease in number shall have the effect
of shortening the terms of any incumbent director.
7. 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 that person's
successor shall have been elected and qualified
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or until that person's earlier death, resignation, or removal from office.
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 that
director's elected term and until that director's successor is elected and
qualified or until that director's earlier death, resignation, or removal from
office.
8. 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 director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
9. 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 a majority of the shares then
entitled to vote at an election of directors. In the event the articles of
incorporation expressly provide for cumulative voting by the shareholders, then
no director can be removed if the votes cast against that director's removal
would be sufficient to elect that director if cumulatively voted at an election
of the entire board or, if there are classes of directors, at an election of the
class of directors of which that director is a part. A director elected by
shareholders of a class may be removed by a majority vote of the shareholders of
that class.
10. QUORUM AND VOTING. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business. An act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.
11. DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction
between this corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of the directors
are directors or officers or are financially interested shall be either void or
voidable because of that relationship or interest or because that director or
those directors are present at the meeting of the board of directors or a
committee that authorizes, approves or ratifies the contract or transaction or
because such directors' votes are counted for that
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purpose, if (a) the fact of that relationship or interest is disclosed or known
to the board of directors or committee that authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of the interested directors; or (b) the fact of
that relationship or interest is disclosed or known to the shareholders entitled
to vote and they authorize, approve or ratify the contract or transaction by
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the corporation at the time it is authorized by the board, a
committee or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or a
committee that authorizes, approves or ratifies the contract or transaction.
12. EXECUTIVE AND OTHER COMMITTEES. The board of directors, by
resolution adopted by a majority 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 the resolution, shall have and may
exercise all the authority of the board of directors. However, no committee
shall have the authority to: (a) approve or recommend to shareholders actions or
proposals required by law to be approved by shareholders; (b) designate
candidates for the office of director, for the purpose of proxy solicitation, or
otherwise; (c) fill vacancies on the board of directors or any committee of the
board; (d) amend the by-laws; (e) authorize or approve the reacquisition of
shares unless pursuant to a general formula or method specified by the board of
directors; or (f) authorize or approve the issuance or sale of, shares, nor may
a committee designate the terms of a series of a class of shares; however, the
board of directors, having acted regarding general authorization for the
issuance or sale of shares, or any contract for that purpose, and, in the case
of a series, its designation, pursuant to a general formula or method specified
by the board of directors, by resolution or by adoption of a stock option or
other plan may authorize a committee to fix the terms of any contract for the
sale of the shares and to fix the terms upon which those shares may be issued or
sold, including without limitation the price, the rate or manner of payment of
dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in the committee to adopt any
final resolution setting forth all its terms and to authorize the statement of
the terms of a series for filing with the Department of State.
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The board of directors, by resolution adopted in accordance
with this section, may designate one or more directors as alternate members of
any such committee. Alternate members may act in the place and stead of any
absent member or members at any meeting of the committee.
13. PLACE OF MEETINGS. Regular and special meetings by the board of
directors may be held within or without the State of Florida.
14. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the board of
directors shall be held as specified by resolution of the board of directors.
Written notice of the time and place of special meetings of the board of
directors shall be given to each director either by personal delivery at least
two days before the meeting or by notice mailed to the director at least seven
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 the 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 transaction 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 the 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 to the other directors
unless the time and place of the adjourned meeting are announced at the time of
the adjournment.
Meetings of the board of directors may be called by the
chairman of the board (if any), by the president of the corporation or by any
two directors.
Members of the board of directors may participate in a meeting
of the board by means of a telephone conference or similar communications means
by which all persons participating in the
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meeting can hear each other at the same time. Participation by those means shall
constitute personal presence at a meeting.
15. ACTION WITHOUT A MEETING. Any action required to be taken at a
meeting of the directors of a corporation, or any action that may be taken at a
meeting of the directors or a committee of the directors, may be taken without a
meeting if a consent in writing, setting forth the action to be taken and signed
by all of the directors or committee members, is filed in the minutes of the
proceedings of the board or committee. The consent shall have the same effect as
an unanimous vote.
ARTICLE III: OFFICERS
1. OFFICERS. The officers of this corporation shall consist of a
president, a secretary, and a treasurer, each of whom shall be elected by the
board of directors at the first meeting of directors immediately following the
annual meeting of shareholders of this corporation, and shall serve until their
successors are chosen and qualified. Other officers, assistant officers, and
agents may be elected or appointed by the board of directors from time to time.
Any two or more offices may be held by the same person. The failure to elect a
president, secretary, or treasurer shall not affect the existence of this
corporation.
2. DUTIES. The officers of this corporation 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 stockholders and board of directors.
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 stockholders and board of directors, shall send out all notices
of meetings, and shall perform such other duties as may be described 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 at the annual meetings of stockholders and
whenever else required by the board of directors or the president, and shall
perform such other duties as may be described by the board of directors or the
president.
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3. REMOVAL OF OFFICERS. Any 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 by that removal.
Any officer or agent elected by the shareholders may be
removed only by vote of the shareholders unless the shareholders shall have
authorized the directors to remove the officer or agent.
Any vacancy, however occurring, in any office may be filled by
the board of directors unless the by-laws have expressly reserved that power to
the shareholders.
Removal of any officer shall be without prejudice to the
contract rights, if any, of the person so removed; however, election or
appointment of an officer or agent shall not of itself create contract rights.
ARTICLE IV: STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he or she is
entitled. No certificate shall be issued for any share unless the share is fully
paid.
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.
The signatures of the president or vice president and the secretary or assistant
secretary may be facsimiles 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. If any officer who signed or whose facsimile signature has
been placed upon the certificate shall have ceased to be that officer before the
certificate is issued, the certificate may be issued by the corporation with the
same effect as if the signature were that of an officer at the date of issuance.
Every certificate representing shares issued by this
corporation shall set forth or fairly summarize upon the face or back of the
certificate or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of the designations,
preferences, limitations and relative rights of the shares of each class or
series authorized to be issued, and the variations in the relative rights and
preferences between the shares of each series as far as have been fixed and
determined, and the authority of the board of directors
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to fix and determine the relative rights and preferences of subsequent series.
Every certificate representing shares that are restricted as
to the sale, disposition or other transfer of the shares shall state that the
shares are restricted as to transfer and shall set forth or fairly summarize the
restrictions on the certificate. Alternatively, the certificates shall state
that the corporation will furnish to any shareholder upon request and without
charge a full statement of the restrictions.
Each certificate representing shares shall state upon its face
the name of the corporation, that the corporation is organized under the laws of
the State of Florida, the name of the person or persons to whom issued, the
number and class of shares and the designation of the series, if any, that the
certificate represents, and the par value of each share represented by the
certificate or a statement that the shares are without par value.
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. The
corporation may require the endorsement signature to be guaranteed by a
commercial bank or trust company or by a member of the New York or American
Stock Exchange.
4. LOST, STOLEN, OR DESTROYED CERTIFICATES. The corporation shall issue
a new stock certificate in the place of any certificate previously issued if the
holder of record of the certificate (a) makes proof in affidavit form that it
has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the corporation has noticed that the certificate has been
acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent and registrar against any claim
that may be made on account of the alleged loss, destruction or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE V: BOOKS AND RECORDS
1. The 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.
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The corporation shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders, and the number, class and series, if any, 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.
2. SHAREHOLDERS INSPECTION RIGHTS. Any person who has been a holder of
record of shares or of voting trust certificates for shares at least six months
immediately preceding his demand or is the holder of record of, or the holder of
record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the corporation, upon written
demand stating the purpose, shall have the right to examine, in person or by
agent or attorney, at any reasonable time for any proper purpose, its relevant
books and records of accounts, minutes, and records of shareholders and to make
extracts from those records.
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 that shareholder or holder of voting trust certificates a copy of the
most recent 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.
ARTICLE VI: DIVIDENDS
The board of directors of this corporation, from time to time,
may 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 of dividends would render the corporation insolvent or when the
declaration or payment
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would be contrary to any restrictions contained in the Articles of
Incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid,
except as otherwise provided in this section, only out of the unreserved and
unrestricted earned surplus of the corporation or out of capital surplus,
however arising, that each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from the surplus shall be disclosed to the shareholders receiving the payment
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's
own treasury shares.
(c) Dividends may be declared and paid in the corporation's
own authorized but unissued shares out of any unreserved and unrestricted
surplus of the corporation upon the following conditions:
(i) If a dividend is payable in shares having a par value,
those shares shall be issued in not less than the par value and there shall be
transferred to stated capital at the time the dividend is paid and amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(ii) If a dividend is payable in shares without par value,
those shares shall be issued at such stated value as fixed by the board of
directors by resolution adopted at the time the dividend is declared, and there
shall be transferred to stated capital at the time the dividend is paid and
amounts of surplus equal to the aggregate stated value so fixed in respect of
those shares. The amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving the dividend concurrently with its
payment.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares in any other class unless the Articles of Incorporation so
provide or the payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
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(f) Subject to any restriction in the Articles of Incorporation,
dividends may be declared and paid in cash out of the current value of the net
assets of the corporation (as determined by resolution of the board of
directors) based on a current fair valuation or other method that is reasonable
in the circumstances. Each dividend shall be identified as a distribution of
current value of the net assets. The amount per share paid from current value of
the net assets shall be disclosed to the shareholders receiving the dividends.
ARTICLE VII: CORPORATE SEAL
The board of directors shall provide a corporate seal that
shall be circular in form and shall have inscribed on it the name of the
corporation, the year of incorporation, the state of incorporation, and the
words "corporate seal."
ARTICLE VIII: AMENDMENT OF BY-LAWS
These by-laws may be repealed or amended, and new by-laws may
be adopted, by either the board of directors or the shareholders; however, the
board of directors may not amend or repeal any by-law adopted by the
shareholders if the shareholders specifically provide that the by-law is not
subject to amendment or repeal by the directors.
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