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B Y - L A W S
OF
MADISON EMERGENCY GROUP, P.C.
Article I
MEETING OF STOCKHOLDERS
Sec. 1. ANNUAL MEETINGS. The annual meeting of the stockholders shall
be held at the principal office of the Corporation on the first Thursday
following the 10th of September of each year at 6:00 p.m. on that day. If the
day so designated falls on a legal holiday, then the meeting shall be held upon
the first secular day thereafter. The Secretary shall serve personally, or send
through the post office at least ten days before such meeting, a notice thereof,
addressed to each stockholder at his last known post office address, and publish
notice thereof as required by law; but at any meeting at which all stockholders
shall be present, or of which all stockholders not present have waived notice in
writing, the giving of notice as above required may be dispensed with.
Sec. 2. QUORUM. At all meetings of stockholders except where it is
otherwise provided by law, it shall be necessary that stockholders representing
in person two-thirds of the capital stock shall be present to constitute a
quorum.
Sec. 3. SPECIAL MEETINGS. Special meetings of stockholders other than
those regulated by statute may be called at any time by one Director upon ten
(10) days' notice to each stockholder of record, such notice to contain a
statement of the business to be transacted at such a meeting and to be served
personally or sent through the post office, addressed to each of such
stockholders of record at his last known post office address; but at any meeting
at which all
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stockholders shall be present or of which stockholders not present have waived
notice in writing, the giving of notice as above-described may be dispensed
with. The Board of Directors shall also, in like manner, call a special meeting
of stockholders for the purpose of a transfer of corporate stock whenever so
requested in writing by any one stockholder of the Corporation. No business
other than that specified in the call for the meeting shall be transacted at any
special meeting of the stockholders.
Sec. 4. VOTING. At all meetings of stockholders, all questions (the
manner of deciding which is not specifically regulated by statute) shall be
determined by a majority vote of the stockholders present in person; provided,
however, that any qualified voter may demand a stock vote, in which case each
stockholder present in person shall be entitled to cast one vote for each share
of stock owned by him. All voting shall be viva voce except that a stock vote
shall be by ballot, each of which shall state the name of the stockholder voting
and the number of shares owned by him. The casting of all votes at special
meetings of stockholders shall be governed by the provision of the Corporation
Laws of this state.
Sec. 5. ORDER OF BUSINESS. The order of business of all meetings of the
stockholders shall be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of inspectors of election.
7. Election of Directors.
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8. Unfinished business.
9. Redemption value of capital stock.
10. New Business.
Article II
DIRECTORS
Sec. 1. NUMBER. The affairs and business of the Corporation shall be
managed by a Board of three Directors, the majority of which shall be Doctors of
Medicine, and all of such Directors shall be residents of the State of Tennessee
and citizens of the United States.
Sec. 2. HOW ELECTED. At the annual meeting of stockholders, the three
persons receiving a plurality of the votes cast shall be Directors and shall
constitute the Board of Directors for the ensuing year.
Sec. 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one year, and thereafter until his successor has been elected.
Sec. 4. DUTIES OF DIRECTORS. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such Directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may deem proper, not
inconsistent with these By-Laws and the laws of the State of Tennessee.
Sec. 5. DIRECTORS' MEETING. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the stockholders, and
on the first Thursday of each month at 6:00 p.m. on that day. If the day so
designated falls upon a legal holiday, then the meeting shall be held upon the
first secular day thereafter. Special meetings of the Board of
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Directors may be called by the President at any time and shall be called by the
President or the Secretary upon the written request of one Director.
See. 6. NOTICE OF MEETINGS. Notice of meetings, other than the regular
annual meeting, shall be given by service upon each Director in person or by
mailing to him at his last known post office address, at least ten (10) days
before the date therein designated for such meeting, including the day of
mailing, of a written or printed notice thereof specifying the time and place of
such meeting and the business to be brought before the meeting and no business
other than the business specified in such notice shall be transacted at any
special meeting. At any meeting at which every member of the Board of Directors
shall be present although held without notice, any business may be transacted
which would have been transacted if the meeting had been duly called.
Sec. 7. QUORUM. At any meeting of the Board of Directors a majority of
the Board shall constitute a quorum for the transaction of business; but in the
event of a quorum not being pre sent, a less number may adjourn the meeting to
some future time, not more than ten (10) days later.
Sec. 8. VOTING. At all meetings of the Board of Directors, each
Director is to have one vote, irrespective of the number of shares of stock that
he may hold.
Sec. 9. VACANCIES. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, removal or otherwise, the same shall be filled
without undue delay by a majority vote by ballot of the remaining members of the
Board at a special meeting which shall be called for that purpose. Such election
shall be held within sixty (60) days after the occurrence of such vacancy. The
person so chosen shall hold office until the next annual meeting or until his
successor shall have been chosen at a special meeting of the stockholders.
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Sec. 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed either with or without cause at any time by a vote of the stockholders
holding two-thirds of the stock at any special meeting called for the purpose or
at the annual meeting.
Sec. 11. INCLUSION OF NON-MEDICAL PERSONNEL ON BOARD. If the Board of
Directors includes persons that are not licensed to practice medicine in the
State of Tennessee, the Board must create a standing committee of licensed
members and vest the responsibility for decisions relating wholly to
professional consideration in such committee.
Article III
OFFICERS
Sec. 1. NUMBER. The officers of this Corporation shall be:
1. President
2. Vice-President
3. Secretary
4. Treasurer
Sec. 2. ELECTION. All officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
meeting of stockholders and shall hold office for the term of one year or until
their successors are duly elected.
Sec. 3. DUTIES OF OFFICERS. The duties and powers of the officers of
the Corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the Board of Directors
and stockholders.
He shall present at each meeting of the stockholders and Directors a
report of the condition of the business of the Corporation.
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He shall cause to be called regular and special meetings of the
stockholders and Directors in accordance with these By-Laws.
He shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees and clerks of the Corporation
subject to the approval of the Board of Directors.
He shall sign and make all contracts and agreements in the name of the
Corporation and see that they are properly carried out.
He shall see that the books, reports, statements and certificates
required by the statutes are properly kept, made and filed according to law.
He shall sign all certificates of stock, notes, drafts or bills or
exchange, warrants or other orders for the payment of money duly drawn by the
Treasurer.
He shall enforce these By-Laws and perform all the duties incidental to
the position and office and which are required by law.
VICE-PRESIDENT
During the absence and inability of the President to render and perform
his duties or exercise his powers as set forth in these By-Laws or in the acts
under which this Corporation is organized, the same shall be performed and
exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all responsibilities hereby given to or imposed upon
such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
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He shall be custodian of the records and of the seal, and affix the
latter when required.
He shall keep the stock and transfer books in the manner prescribed by
law so as to show at all times the amount of capital stock, the manner and the
time the same was paid in, the names of the owners thereof, alphabetically
arranged, their respective places of residence, their post office addresses, the
number of shares owned by each, the time at which each person became such owner
and the amount paid thereon and keep such stock and transfer books open daily
during business hours at the office of the Corporation, subject to the
inspection of any stockholder of the Corporation, and permit such stockholder to
make extracts from said books to the extent and as prescribed by law.
He shall sign all certificates of stock.
He shall present to the Board of Directors at their stated meetings all
communications addressed to him officially by the President or any officer or
shareholder of the Corporation.
He shall attend to all correspondence and perform all the duties
incident to the office of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the Corporation and deposit all such funds in
the name of the Corporation in such bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors may designate.
He shall sign, make and endorse in the name of the Corporation all
checks, drafts, warrants and orders for the payment of money and pay out and
dispose of same and receipt therefore, under the direction of the President or
the Board of Directors.
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He shall exhibit at all reasonable times his books and accounts to any
Director or stockholder of the Corporation upon application at the office of the
Corporation during business hours.
He shall render a statement at each regular meeting of the Board of
Directors and at such other times as shall be required of him and a full
financial report at the annual meeting of the stockholders.
He shall keep at the office of the Corporation correct books of account
of all its business and transactions and such other books of account as the
Board of Directors may require.
He shall do and perform all duties appertaining to the office of
Treasurer.
Sec. 4. VACANCIES, HOW FILLED. All vacancies in any office shall be
filled by the Board of Directors without undue delay at its regular meeting or
at a meeting specially called for that purpose.
Sec. 5. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Sec. 6. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer by a majority vote at any time, with or without cause.
Sec. 7. INCLUSION OF NON-MEDICAL PERSONNEL AS OFFICERS. If persons that
are not licensed to practice medicine in the State of Tennessee serve as
officers, the Board of Directors must appoint a standing committee of licensed
members and vest the responsibility for decisions relating wholly to
professional consideration in such committee.
Article IV
Sec. 1. SEAL. The seal of the Corporation shall be as follows:
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Article V
CERTIFICATES OF STOCK
Sec. 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom and
in the margin thereof shall be entered the name of the person owning the shares
therein represented with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and the number of shares. They
shall be signed by the President or the Vice-President and countersigned by the
Secretary or the Treasurer and sealed with the seal of the Corporation.
Sec. 2. TRANSFER OF STOCK. The stock of the Corporation shall he
assigned and transferable on the books of the Corporation only by the person in
whose name it appears on said books or his legal representatives. In case of
transfer by attorney, the power of attorney, duly executed and acknowledged,
shall be deposited with the Secretary. In all cases of transfer, the former
certificates must be surrendered up and cancelled before a new certificate can
be issued. No transfer shall be made upon the books of the Corporation within
ten (10) days preceding the next annual meeting of the stockholders.
Sec. 3. SALE OF STOCK TO OUTSIDERS CONDITIONED ON OFFER FIRST TO OTHER
STOCKHOLDERS. No stock in this Corporation shall be issued to anyone other than
an individual who is a graduate physician licensed to practice in the State of
Tennessee.
No stockholders shall transfer or encumber any part of his stock in the
Corporation except under the following conditions:
1. Restriction during life. No stockholder shall transfer or encumber
his shares of capital stock of the Corporation to any other graduate physician
licensed to practice in the State
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of Tennessee without the unanimous consent of all other stockholders at a
stockholders meeting called specifically for that purpose.
a. If such consent is not granted by all other stockholders, the
Corporation shall purchase all the stock of the stockholder.
b. The purchase price shall be as set forth in Sec. 3 (4) hereof.
c. The closing of such sale shall occur fifteen (15) days after
said meeting and the purchase price shall be paid by the delivery of twelve (12)
promissory notes of the Corporation, each for one-twelfth (1/12) of the purchase
price, the first note payable one month after the closing and remaining notes
monthly thereafter. Each note shall bear interest at the rate of five (5%) per
cent per annum from the date of closing and provide for prepayment without
penalty; a default of payment in any note shall cause all remaining notes to
become due and payable forthwith.
2. Purchase upon death. Upon the death of a stockholder (hereinafter
referred to as the decedent), all shares of the capital stock of the Corporation
owned by him and to which he or his personal representatives shall be entitled
shall be sold and purchased as herein provided.
a. Obligation of Corporation to purchase. The Corporation
shall purchase from the decedent's personal representatives and the decedent's
personal representatives shall sell to the Corporation all of the shares of
capital stock of the Corporation owned by the decedent and to which the decedent
or his personal representatives shall be entitled, at the price set forth in
Sec. 3 (4) hereof.
b. Closing. The closing of such purchase and sale shall take
place at the office of the Corporation at a date designated by the Corporation,
which shall not be more than
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ninety (90) days following the date of the qualification of the personal
representatives and not less than the (10) days following such date.
c. Insurance. If the Corporation shall receive any proceeds of
any policy on the life of a decedent, such proceeds shall be paid by the
Corporation to the decedent's personal representatives to the extent of the
purchase price of the decedent's stock, such payment to be deemed made on
account of such purchase price. Payment thereof shall be deferred until the
expiration of ninety (90) days after the decedent's death.
d. Balance of purchase price. The balance of the purchase
price remaining after credit for any such insurance proceeds shall be payable in
twelve (12) equal installments, the first such installment payable one month
after the closing, and the remaining installments successively monthly
thereafter. Each installment shall be represented by a promissory note of the
Corporation delivered to the personal representatives, bearing interest at the
rate of five (5%) per cent per annum from the date of closing and containing the
stipulations regarding prepayment and default described in Sec. 3 (1) c.
e. Insufficient corporate surplus. If the Corporation shall
not have sufficient surplus to permit it lawfully to purchase all of such shares
of capital stock, the decedent's personal representatives and the surviving
stockholders shall promptly take such measures to vote their respective holdings
of the shares of capital stock to reduce the capital of the Corporation or to
take such other steps as may be appropriate or necessary in order to enable the
Corporation to lawfully purchase and pay for all the decedent's shares of
capital stock, including, by way of illustration and not by way of limitation,
an up-to-date appraisal of the assets of the Corporation. If the Corporation
shall, nevertheless, be unable or refuse to purchase all of the decedent's
shares of capital stock, the obligation of the Corporation with respect to the
shares
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which the Corporation shall be unable or refuse to purchase shall be deemed
assumed by the surviving stockholders.
f. Death of all stockholders within ninety (90) days. The
provisions of this Sec. 3 (2) shall be of no effect if all the stockholders
shall die within ninety (90) days of each other.
3. Purchase upon retirement or disqualification. If a stockholder
becomes disqualified to practice medicine in the State of Tennessee, or if a
stockholder ceases to engage in the active practice of medicine as an Employee
of the Corporation due to disability (as defined in the employment contract with
the Employee) termination of employment, retirement, or any other reason, all of
the shares of the capital stock of the Corporation owned by him shall be sold
and purchased as herein provided.
a. Obligation of Corporation to purchase. The Corporation
shall purchase from the stockholder and the stockholder shall sell to the
Corporation all of the shares of capital stock of the Corporation owned by the
disqualified or retiring stockholder and to which the disqualified or retiring
stockholder shall be entitled, at the price set forth in Sec. 3 (4) hereof.
b. Closing. The closing of such purchase and sale shall take
place at 'the office of the Corporation at a date designated by the Corporation,
which shall not be more than sixty (60) days following the date of
disqualification or retirement and not less than ten (10) days following such
date.
c. Balance of purchase price. The purchase price shall he
payable in twelve (12) equal installments, the first remaining installments
successively monthly thereafter. Each installment shall be represented by a
promissory note of the Corporation delivered to the stockholders, bearing
interest at the rate of five (5%) per cent per annum from the date of the
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closing and containing the stipulations regarding prepayment and default
described in Sec. 3 (1) c.
d. Insufficient corporate surplus. If the Corporation shall
not have sufficient surplus to permit it lawfully to purchase all of such shares
of capital stock, the stockholders shall promptly take such measures to vote
their respective holdings of the shares of capital stock to reduce the capital
of the Corporation or to take such other steps as may be appropriate or
necessary in order to enable the Corporation to lawfully purchase and pay for
all the stockholder's shares of capital stock, including, by way of illustration
and not by way of limitation, an up-to-date appraisal of the assets of the
Corporation. If the Corporation shall, nevertheless, be unable or refuse to
purchase all of the stockholder's shares of capital stock, the obligation of the
Corporation with respect to the shares which the Corporation shall be unable or
refuse to purchase shall be deemed assumed by the remaining stockholders.
e. Disqualification or retirement of all stockholders within
ninety (90) days. The provisions of this Sec. 3 (3) shall be of no effect if all
the stockholders become disqualified or retire within ninety (90) days of each
other.
4. Purchase price. The price of each share of capital stock to be sold
is stipulated to be $________ subject, however, to the adjustments herein
provided.
a. Review of price. Within ninety (90) days following the
close of each fiscal year, the stockholders shall review the stipulated price.
Upon each review, the stockholders may either stipulate that there is no change
in the price last stipulated or they may unanimously agree upon a new stipulated
price.
b. Failure to review. If, following the close of any fiscal
year, the stockholders shall have failed to stipulate upon maintaining the last
stipulated price or to agree
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upon a new stipulated price, the price for each share of capital stock to be
sold under this agreement shall be the last stipulated price.
c. Stock splits, etc. Appropriate adjustment in purchase price
shall be made for any stock dividend, split up, recapitalization or issuance by
the Corporation of additional outstanding shares occurring after the fixing of
the last stipulated price.
5. Purchase by Corporation. Whenever the Corporation shall, pursuant to
this agreement, be required to purchase shares of the capital stock of the
Corporation, each stockholder and the personal representatives of any decedent
shall do all things and execute and deliver all papers as may be necessary to
consummate such purchase. Any note required to be given hereunder by the
Corporation as part of the purchase price shall be endorsed and guaranteed by
the remaining or surviving stockholders, as the case may be, who shall not be
discharged from such liability by reason of the subsequent extension,
modification or renewal of any such note.
6. Specific performance. It is impossible to measure in money the
damages which will accrue to the stockholder or to the personal representatives
of a decedent by reason of a failure to perform any of the obligations under
this agreement. Therefore, if any stockholder or the personal representatives of
a decedent shall institute any action or proceeding to enforce the provisions
hereof, any person (including the Corporation) against whom such action or
proceeding is brought waives the claim or defense therein that such stockholder
or such personal representatives has or have an adequate remedy at law; and such
person shall not urge in any such action or proceeding the claim or defense that
such remedy at law exists.
7. Article V, Section 3 (2) and 3 (3) only applicable in certain
events. In the event that all outstanding stock is owned by a single stockholder
at such stockholder's death, or when such
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single stockholder becomes disqualified or retires, the provisions of Article V,
Sections 3 (2) and 3 (3) shall be ineffective. Instead, the Corporation shall be
liquidated and the assets distributed to the deceased stockholder's personal
representatives or to the disqualified or retiring stockholder, unless within
sixty (60) days of such stockholder's death, disqualification or retirement, a
physician authorized to practice medicine in the State of Tennessee purchases
the outstanding stock from the decedent's personal representatives or from the
disqualified or retiring stockholder.
Article VI
DIVIDENDS
Sec. 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
Article VII
BILLS, NOTES, ETC.
Sec. 1. HOW MADE. All bills payable, notes, checks or other negotiable
instruments of the Corporation shall be made in the name of the Corporation and
shall be signed by such officer or officers as the Board of Directors shall from
time to time direct. No officer or agent of the Corporation, either singly or
jointly with others, shall have the power to make any bill payable, note, check,
draft or warrant or other negotiable instrument or endorse the same in the name
of the Corporation or contract or cause to be contracted any debt or liability
in the name of or on behalf of the Corporation, except as herein expressly
prescribed and provided.
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Article VIII
AMENDMENTS
Sec. 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or
added to by an affirmative vote of the Board of Directors representing all of
the whole capital stock at a monthly meeting or at a special meeting called for
that purpose, provided that a written notice shall have been sent to each
Director on record at his last known address at least ten (10) days before the
date of such monthly or special meeting, which notice shall state the
alterations, amendments or changes which are proposed to be made in such
By-Laws. Only such changes as have been specified in the notice shall be made.
If, however, all the Directors shall be present at any regular or special
meeting, these By-Laws may be amended by a unanimous vote, without any previous
notice.
Article IX
EMPLOYMENT OF GRADUATE PHYSICIANS
This Corporation shall employ various graduate physicians licensed to
practice in the State of Tennessee. Such physicians shall enter into an
employment agreement as authorized by the Board of Directors.
There being no further business to come before the meeting, on motion
duly made, seconded and carried, the meeting was adjourned.
Dated the 29th day of December, 1972.
/s/ Jack T. Swan
____________________________________
Jack T. Swan, Secretary
/s/ Warren T. Hill
_________________________________
Warren T. Hill, Chairman
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