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EXHIBIT 3.32
CODE OF REGULATIONS
OF
EMERGENCY PROFESSIONAL SERVICES, INC.
Adopted February 15, 1981
Amended June 22, 1987
ARTICLE I
Fiscal Year
The fiscal year of the Corporation shall commence on the first
day of February in each year and end on the last day of the following January,
or be such other period as the Board of Directors may designate by resolution
from time to time.
ARTICLE II
Shareholders
Section 1. Meeting of Shareholders.
(a) Annual Meeting. The annual meeting of the Shareholders of
this Corporation, for the election of Directors, the consideration of financial
statements and other reports, and the transaction of such other business as may
properly be brought before such meeting, shall be held at such date after the
annual financial statements of the Corporation have been prepared as the Board
of Directors shall determine from time to time. Upon due notice there may also
be considered and acted upon at an annual meeting any matter which could
properly be considered and acted upon at a special meeting, in which case and
for which purpose the annual meeting shall also be considered as, and shall be,
a special meeting. In the event that the annual meeting is not held or if
Directors are not elected thereat, a special meeting may be called and held for
that purpose. [1701.39, 1701.38(A)]
(b) Special Meeting. Special meetings of the Shareholders may
be held on any business day when called by any person or persons who may be
authorized by law to do so. Calls for special meetings shall specify the purpose
or purposes thereof, and no business shall be considered at any such meeting
other than that specified in the call therefor. [1701.40(A), 1701.41]
(c) Place of Meetings. Any meeting of Shareholders may be held
at such place within or without the State of Ohio as may be designated in the
Notice of said meeting. [1701.40(B)1]
(d) Notice of Meeting and Waiver of Notice.
(1) Notice. Written notice of the time, place and purposes of,
any meeting of Shareholders shall be given to each Shareholder entitled thereto
not less than seven (7) days nor
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more than sixty (60) days before the date fixed for the meeting and as
prescribed by law. Such notice shall be given either by personal delivery or
mailed to each Shareholder entitled to notice of or to vote at such meeting. If
such notice is mailed, it shall be directed, postage prepaid, to the
Shareholders at their respective addresses as they appear upon the records of
the Corporation, and notice shall be deemed to have been given on the day so
mailed. If any meeting is adjourned to another time or place, no notice as to
such adjourned meeting need be given other than by announcement at the meeting
at which such an adjournment is taken. No business shall be transacted at any
such adjourned meeting except as might have been lawfully transacted at the
meeting at which such adjournment was taken. (1701.41 (A), 1701.02)
(2) Notice to Joint Owners. All notices with respect to any
shares to which persons are entitled by joint or co-ownership may be given to
that one of such persons who is named first upon the books of this Corporation,
and notice so given shall be sufficient notice to all the holders of such
shares.
(3) Waiver. Notice of any meeting, however, may be waived in
writing by any Shareholder either before or after any meeting of Shareholders,
or by attendance at such meeting without protest prior to the commencement
thereof. (1701.42)
(e) Shareholders Entitled to Notice and to Vote. If a record
date shall not be fixed or the books of the Corporation shall not be closed
against transfers of shares pursuant to statutory authority, the record date for
the determination of Shareholders entitled to notice of or to vote at any
meeting of Shareholders shall be the close of business on the twentieth day
prior to the date of the meeting and only Shareholders of record at such record
date shall be entitled to notice of or to vote at such meeting. Such record date
shall continue to be the record date for all adjournments of such meeting unless
a new record date shall be fixed and notice thereof and of the date of the
adjourned meeting be given to all Shareholders entitled to notice in accordance
with the new record date so fixed. (1701.45 (A) (C) (E))
(f) Quorum. At any meeting of Shareholders, the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation, present in person or by proxy, shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Regulations to be authorized or taken by the holders of a designated
proportion of the shares of the Corporation may be authorized or taken by a
lesser proportion. The Shareholders present in Person or by proxy, whether or
not a quorum be present, may adjourn the meeting from time to time without
notice other than by announcement at the meeting. (1701.51)
(g) Organization of Meetings:
(1) Presiding Officer. The Chairman of the Board, or in his
absence, the President, or in the absence of both of them, a Vice President of
the Corporation shall call all meetings of the Shareholders to order and shall
act as Chairman thereof. If all are absent, the Shareholders shall select a
Chairman.
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(2) Minutes. The Secretary of the Corporation, or, in his
absence, an Assistant Secretary, or, in the absence of both, a person appointed
by the Chairman of the meeting, shall act as Secretary of the meeting and shall
keep and make a record of the proceedings thereat.
(h) Order of Business. The order of business at all meetings
of the Shareholders, unless waived or otherwise determined by a vote of the
holder or holders of the majority of the number of shares entitled to vote
present it in person or represented by proxy, shall be as follows:
1. Call meeting to order.
2. Selection of Chairman and/or Secretary, if necessary.
3. Proof of notice of meeting and presentment of
affidavit thereof.
4. Roll call, including filing of proxies with
Secretary.
5. Upon appropriate demand, appointment of inspectors of
election. (1701.50)
6. Reading, correction and approval of previously
unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that
purpose, election of Directors.
9. Unfinished business, if adjourned meeting.
10. Consideration in sequence of all other matters set
forth in the call for and written notice of the
meeting.
11. Adjournment.
(i) Voting. Except as provided by statute or in the Articles,
every Shareholder entitled to vote shall be entitled to cast one vote on each
proposal submitted to the meeting for each share held of record by him on the
record date for the determination of the Shareholders entitled to vote at the
meeting. At any meeting at which at which a quorum is present, all questions and
business which may come before the meeting shall be determined by a majority
of votes cast except when a greater proportion is required by law, the Articles,
or these Regulations. (1701.44 (A))
(j) Proxies. A person who is entitled to attend a
Shareholders' meeting, to vote thereat, or to execute consents, waivers and
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers, and releases, and exercise any of his rights, by proxy or
proxies appointed by a writing signed by such person, or by his duly authorized
attorney, as provided by the laws of the State of Ohio. (1701.48)
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(k) List of Shareholders. At any meeting of Shareholders a
list of Shareholders, alphabetically arranged, showing the number and classes of
shares held by each on the record date applicable to such meeting shall be
produced on the request of any Shareholder. (1701.37 (B))
(l) Qualification. Shareholders must be licensed doctors of
medicine.
Section 2. Action of Shareholders Without a Meeting. Any
action which may be taken at a meeting of Shareholders may be taken without a
meeting if authorized by a writing or writings signed by all of the holders of
shares who would be entitled to notice of a meeting for such purpose, which
writing or writings shall be filed or entered upon the records of the
Corporation. (1701.54)
ARTICLE III
Directors
Section 1. General Powers.
The business, power and authority of this Corporation shall be
exercised, conducted and controlled by a Board of Directors, except where the
law, the Articles or these Regulations require action to be authorized or taken
by the Shareholders. (1701.59)
Section 2. Election, Number and Qualification of Directors.
(a) Election. The Directors shall be elected at the annual
meeting of Shareholders, or if not so elected, at a special meeting of
Shareholders called for that purpose. At any meeting of Shareholders at which
Directors are to be elected, only persons nominated as candidates shall be
eligible for election. (1701.39, 1701.55 (A))
(b) Number. The number of Directors shall be fixed at five (5)
persons.
(c) Qualification. Directors must be Shareholders of the
Corporation. (1701.56) (C))
(d) Tenure of Office. Two of the five directors (the "Class A
Directors") shall serve for a period of two years and three of the five
directors (the "Class B Directors") shall serve for a period of one year.
Notwithstanding the foregoing, each director shall hold office until his
successor is elected and qualified or until his earlier resignation, removal
from office, or death. A director shall be deemed to have been removed from
office if he is not reelected at a shareholder's meeting at which directors are
elected for the class of directors in which he has been serving.
Section 3. Term of Office of Directors.
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(a) Term. Each Director shall hold office until the next
annual meeting of the Shareholders and until his successor has been elected or
until his earlier resignation, removal from office, or death. Directors shall be
subject to removal as provided by statute or by other lawful procedures and
nothing herein shall be construed to prevent the removal of any or all Directors
in accordance therewith. (1701.57, 1701.58 (C))
(b) Resignation. A resignation from the Board of Directors
shall be deemed to take effective immediately upon its being received by any
incumbent corporate officer other than an officer who is also the resigning
Director, unless some other time is specified therein. (1701.58 (A))
(c) Vacancy. In the event of any vacancy in the Board of
Directors for any cause, the remaining Directors, though less than a majority of
the whole Board, may fill any such vacancy for the unexpired term. (1701.58 (D))
Section 4. Meetings of Directors.
(a) Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately following the adjournment of the annual
meeting of the Shareholders or a special meeting of the Shareholders at which
Directors are elected. The holding of such Shareholders' meeting shall
constitute notice of such Directors' meeting and such meeting may be held
without further notice. Other regular meetings shall be held at such other times
and places as may be fixed by the Directors. (1701.61)
(b) Special Meetings. Special meetings of the Board of
Directors may be held at any time upon call of the Chairman of the Board, the
President, any Vice President, or any two Directors. (1701.61 (A))
(c) Place of Meeting. Any meeting of Directors may be held at
any place within or without the State of Ohio in person and/or through any
communications equipment if all persons participating in the meeting can hear
each other. (1701.61 (B))
(d) Notice of Meeting and Waiver of Notice. Notice of the time
and place of any regular or special meeting of the Board of Directors (other
than the regular meeting of Directors following the adjournment of the annual
meeting of the Shareholders or following any special meeting of the Shareholders
at which Directors are elected) shall be given to each Director by personal
delivery, telephone, mail, telegram or cablegram at least forty-eight (48) hours
before the meeting, which notice need not specify the purpose of the meeting.
Such notice, however, may be waived in writing by any Director either before or
after any such meeting, or by attendance at such meeting (including attendance
(presence) by means of participation through any communications equipment as
above provided) without protest prior to the commencement thereof. (1701.61
(B)(C), 1701.42)
Section 5. Quorum and Voting.
At any meeting of Directors, not less than one-half of the
whole authorized number of Directors is necessary to constitute a quorum for
such meeting, except that a majority of the remaining Directors in office
constitutes a quorum for filling a vacancy in the Board. At any meeting at which
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a quorum is present, all acts, questions and business which may come before the
meeting shall be determined by a majority of votes cast by the Directors present
at such meeting, unless the vote of a greater number is required by the
Articles, Regulations or By-Laws, (1701.62)
Section 6. Committees.
(a) Appointment. The Board of Directors may from time to time
appoint certain of its members (but in no event less than three) to act as a
committee or committees in the intervals between meetings of the Board and any
delegate to such committee or committees powers to be exercised under the
control and direction of the Board. Each such committee and each member thereof
shall serve at the pleasure of the Board.
(b) Executive Committee. In particular, the Board of Directors
may create from its membership and define the powers and duties of an Executive
Committee. During the intervals between meetings of the Board of Directors the
Executive Committee shall possess and may exercise all of the powers of the
Board of Directors in the management and control of the business of the
Corporation to the extent permitted by law. All action taken by the Executive
Committee shall be reported to the Board of Directors at its first meeting
thereafter.
(c) Committee Action. Unless otherwise provided by the Board
of Directors, a majority of the members of any committee appointed by the Board
of Directors pursuant to this Section shall constitute a quorum at any meeting
thereof and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of such committee. Action may be taken by any
such committee without a meeting by a writing signed by all its members. Any
such committee shall prescribe its own rules for calling and holding meetings
and its method of procedure, subject to any rules prescribed by the Board of
Directors, and shall keep a written record of all action taken by it. (1701.63)
Section 7. Action of Directors Without a Meeting.
Any action which may be taken at a meeting of Directors may be
taken without a meeting if authorized by a writing or writings signed by all the
Directors, which writing or writings shall be filed or entered upon the records
of the Corporation. (1701.54)
Section 8. Compensation of Directors.
The Board of Directors may allow compensation for attendance
at meetings or for any special services, may allow compensation to members of
any committee, and may reimburse any Director for his expenses in connection
with attending any Board or committee meeting. (1701.60)
Section 9. Attendance at Meetings of Persons Who Are Not
Directors.
Unless waived by a majority of Directors in attendance, not
less than twenty-four (24) hours before any regular or special meeting of the
Board of Directors any Director who desires the presence at such meeting of not
more than one person who is not a Director shall so notify all other Directors,
request the presence of such person at the meeting, and state the reason in
writing. Such
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person will not be permitted to attend the Directors' meeting unless a majority
of the Directors in attendance vote to admit such person to the meeting. Such
vote shall constitute the first order of business for any such meeting of the
Board of Directors. Such right to attend, whether granted by waiver or vote, may
be revoked at any time during any such meeting by the vote of a majority of the
Directors in attendance.
ARTICLE IV
Officers
Section 1. General Provisions.
The Board of Directors shall elect a President, a Secretary
and a Treasurer, and may elect a Chairman of the Board, one or more
Vice-Presidents, and such other officers and assistant officers as the Board may
from time to time deem necessary. The Chairman of the Board, if any, shall be a
Director, but no one of the other officers need be a Director. Any two or more
offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers. (1701.64 (A))
Section 2. Powers and Duties.
All officers, as between themselves and the Corporation, shall
respectively have such authority and perform such duties as are customarily
incident to their respective offices, and as may be specified from time to time
by the Board of Directors, regardless of whether such authority and duties are
customarily incident to such office. In the absence of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate for the time being, the powers or duties of
such officer, or any of them, to any other officer or to any Director. The Board
of Directors may from time to time delegate to any officer authority to appoint
and remove subordinate officers and to prescribe their authority and duties.
Since the lawful purposes of this Corporation include the acquisition and
ownership of real property, personal property and property in the nature of
patents, copyrights, and trademarks and the protection of the Corporation's
property rights in its patents, copyrights and trademarks, each of the officers
of this Corporation is empowered to execute any power of attorney necessary to
protect, secure, or vest the Corporation's interest in and to real property,
personal property and its property protectable by patents, trademarks and
copyright registration and to secure such patents, copyrights and trademark
registrations. (1701.64 (B) (1))
Section 3. Term of Office and Removal.
(a) Term. Each officer of the corporation shall hold office
during the pleasure of the Board of Directors, and unless sooner removed by the
Board of Directors, until the meeting of the Board of Directors following the
date of their election and until his successor is elected and qualified.
(1701.64(A))
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(b) Removal. The Board of Directors may remove any officer at
any time, with or without cause by the affirmative vote of a majority of
Directors in office. (1701.64(B)(2))
Section 4. Compensation of Officers.
Unless compensation is otherwise determined by a majority of
the Directors at a regular or special meeting of the Board of Directors, or
unless such determination is delegated by the Board of Directors to another
officer or officers, the President of the Corporation from time to time shall
determine the compensation to be paid to all officers and other employees for
services rendered to the Corporation. (1701.60)
ARTICLE V
Indemnification of Directors and Officers
(a) Right of Indemnification. The Corporation shall indemnify
any Directors officer, employee or other person to the fullest extent provided
by, or permissible under, Section 1701.13(E), Ohio Revised Code; and the
Corporation is hereby specifically authorized to take any and all further action
to effectuate any indemnification of any person which any Ohio corporation may
have power to take, [permissible under Section 1701.13(E)(6) or under any other
statute or under general law] by any vote of the Shareholders, vote of
disinterested Directors, by any Agreement, or otherwise. This Section of the
Code of Regulations of the Corporation shall be interpreted in all respects to
expand such power to indemnify to the maximum extent permissible to any Ohio
Corporation with regard to the particular facts of each case and act in any way
to limit any statutory or other power to indemnify or right of any individual to
indemnification.
(b) Insurance for Indemnification. The Corporation may
purchase and maintain insurance for protection of the Corporation and for
protection of any Director, officer, employee and/or any other person for whose
protection, and to the fullest extent, such insurance may be purchased and
maintained under Section 1701.13(E)(7), Ohio Revised Code, or otherwise. Such
policy or policies of insurance may provide such coverage and be upon such terms
and conditions as shall be authorized or approved from time to time by the Board
of Directors or the Shareholders of the Corporation.
ARTICLE VI
Securities Held by the Corporation
Section 1. Transfer of Securities Owned by the Corporation.
All endorsements, assignments, transfers, stock powers, share
powers or other instruments of transfer of securities standing in the name of
the Corporation shall be executed for and in the name of the Corporation by the
President, by May 12, 1999 Vice President, by the Secretary or by the Treasurer
or by any other person or persons as may be thereunto authorized by the Board of
Directors.
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Section 2. Voting Securities Held by the Corporation.
The Chairman of the Board, President, any Vice President,
Secretary or Treasurer, in person or by another person thereunto authorized by
the Board of Directors, in person or by proxy or proxies appointed by appointed
by him, shall have full power and authority on behalf of the Corporation to
vote, act and consent with respect to any securities issued by other
corporations which the Corporation may own. (1701.47 (A))
ARTICLE VII
Share Certificates
Section 1. Transfer and Registration of Certificates.
The Board of Directors shall have authority to make such rules
and regulations, not inconsistent with law the Articles or these Regulations, as
it deems expedient concerning the issuance, transfer and registration of
certificates for shares, and the shares represented thereby and may appoint
transfer agents and registrars thereof. (1701.14 (A), 1701.26)
Section 2. Substituted Certificates.
Any person claiming that a certificate for shares has been
lost, stolen or destroyed, shall make an affidavit or affirmation of that fact
and, if required, shall give the Corporation (and its registrar or registrars
and its transfer agent or agents, if any a bond of indemnity, in such form and
with one or more sureties satisfactory to the Board, and, if required by the
Board of Directors, shall advertise the same in such manner as the Board of
Directors may require, whereupon a new certificate may be executed and delivered
of the same tenor and for the same number of shares as the one alleged to have
been lost, stolen or destroyed. (1701.27, 1308.35)
ARTICLE VIII
Seal
The Directors may adopt a seal for the Corporation which shall
be in such form and of such style as is determined by the Directors. Failure to
affix any such corporate seal shall not affect the validity of any instrument.
(1701.13(B))
ARTICLE IX
Consistency with Articles of Incorporation
If any provision of these Regulations shall be inconsistent
with the Corporation's Articles of Incorporation (and as they may be amended
from time to time), the Articles of Incorporation (as so amended at the time)
shall govern.
ARTICLE X
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Section Headings
The headings contained in this Code of Regulations are for
reference purposes only and shall not be construed to be part of and/or shall
not affect in any way the meaning or interpretation of this Code of Regulations.
ARTICLE XI
Amendments
This Code of Regulations of the Corporation (and as it may be
amended from time to time) may be amended or added to by the affirmative vote or
the written consent of the Shareholders of record entitled to exercise a
majority of the voting power on such proposal; provided, however, that if an
amendment or addition is adopted by written consent without a meeting of the
Shareholders, it shall be the duty of the Secretary to enter the amendment or
addition in the records of the Corporation, and to mail a copy of such amendment
or addition to each Shareholder of record who would be entitled to vote thereon
and did not participate in the adoption thereof. (1701.11)
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