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Exhibit 3.46
BYLAWS
OF
METRO RADIOLOGY MANAGEMENT SERVICES, INC.
ARTICLE I
OFFICES:
Section 1. Principal Office:
The principal office of the Corporation shall be located
at 1901 Hillandale Road, Durham, North Carolina.
Section 2. Registered Office:
The registered office of the Corporation required by law
to be maintained in the State of North Carolina may be,
but need not be identical with the principal office.
Section 3. Other Offices: The Corporation may have offices at such
other places, either within or without the State of North
Carolina, as the Board of Directors may from time to time
determine, or as the affairs of the Corporation may
require from time to time.
ARTICLE II
SHAREHOLDERS MEETINGS:
Section 1. Place of Meetings:
All meetings of shareholders shall be held at the
principal office of the Corporation, or at such other
place, either within or without the State of North
Carolina, as shall be designated in the notice of the
meeting or agreed upon by a majority of the shareholders
entitled to vote thereat.
Section 2. Annual Meetings:
The annual meeting of the shareholders of the Corporation,
for the purposes of electing directors and transacting
such other business as may be properly brought before the
meeting, shall be held on any day (except a Saturday,
Sunday or legal holiday) as determined by the Board of
Directors.
Section 3. Substitute Annual Meetings:
If the annual meeting shall not be held on the day
designated by these bylaws, a substitute annual meeting
may be called in accordance with the provisions of Section
4 of this Article. A meeting so called shall be designated
and treated for all purposes as the annual meeting.
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Section 4. Special Meetings:
Special meetings of the shareholders may be called at any
time by the President, Secretary, or Board of Directors of
the Corporation, or by any shareholder, pursuant to the
written request of the holders of not less than one-tenth
of all shares entitled to vote at the meeting.
Section 5. Notice of Meetings:
Written or printed notice stating the time and place of
the meeting shall be delivered not less than ten days nor
more than fifty days before the date thereof, either
personally or by mail, by or at the direction of the
President, the Secretary, or other person calling the
meeting, to each shareholder of record entitled to vote at
such meeting; provided that such notice must be given not
less than twenty days before the date of any meeting at
which a merger or consolidation is to be considered. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the record of
the shareholders of the Corporation, with postage thereon
paid.
In the case of an annual or substitute annual meeting, the
notice of the meeting need not specifically state the
business to be transacted thereat, unless it is a matter
other than elections of directors, on which the vote of
shareholders is expressly required by the provisions of
the laws of the State of North Carolina. In the case of a
special meeting, the notice of the meeting shall
specifically state the purpose or purposes for which the
meeting is called.
When a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given as in the
case of an original meeting. When a meeting is adjourned
for less than thirty days in any one adjournment, it is
not necessary to give any notice of the adjourned meeting,
other than by announcement at the meeting at which the
adjournment is taken.
Section 6. Voting Lists:
At least ten days before each meeting of shareholders, the
secretary of the Corporation shall prepare an alphabetical
list of the shareholders entitled to vote at such meetings
with the address of and the number of shares held by each,
which list shall be kept on file at the registered office
of the Corporation for a period of ten days prior to such
meeting and shall be subject to the inspection by any
shareholders during the whole time of the meeting.
Section 7. Quorum:
The holders of a majority of the outstanding shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum at meetings of shareholders. If there
is no quorum at a meeting of shareholders, such meeting
may be adjourned from time to time by the vote of a
majority of the shares voting on the motion to adjourn;
and at any adjourned meeting at which a
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quorum is present, any business may be transacted which
might have been transacted at the original meeting.
The shareholders at a meeting at which a quorum is present
may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
Section 8. Voting of Shares:
Subject to the provisions of Section 4 of Article III,
each outstanding share having voting rights shall be
entitled to one vote on each matter submitted to a vote at
a meeting of shareholders.
Except in the election of directors as governed by the
provisions of Section 3 of Article III, the vote of a
majority of the shares voted on any matter at a meeting of
shareholders at which a quorum is present shall be the act
of the shareholders on that matter unless the vote of a
greater number is required by law or by the charter or
bylaws of this Corporation.
Shares of its own stock owned by the Corporation, directly
or indirectly, through a subsidiary corporation or
otherwise, shall not be voted and shall not be counted in
determining the total number of shares entitled to vote,
except that shares held in a fiduciary capacity may be
voted and shall be counted to the extent provided by law.
Voting on all matters, except the election of directors,
shall be by voice vote or by a show of hands, unless the
holders of one-tenth of the shares represented at the
meeting shall, prior to the voting on any matter, demand a
ballot vote on that particular matter.
Section 9. Informal Action by Shareholders:
Any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent,
in writing, setting forth the action so taken, shall be
signed by all of the persons who would be entitled to vote
upon such action at a meeting and filed with the Secretary
of the Corporation to be kept in the corporate minute
book.
Section 10. Proxies:
Shares may be voted either in person or by one or more
agents authorized by a written proxy executed by the
shareholder or his duly authorized attorney-in-fact. A
proxy is not valid after the expiration of eleven months
from the date of its execution unless the person executing
it specified therein the length of time for which it is to
continue in force or limits its use to a particular
meeting, but no proxy shall be valid after ten years from
the date of its execution.
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ARTICLE III
DIRECTORS:
Section 1. General Powers:
The business and affairs of the Corporation shall be
managed by the Board of Directors or by such Executive
Committee as the Board of Directors may establish pursuant
to these bylaws.
Section 2. Number, Term, And Qualifications:
The Corporation shall have directors, and from time to
time the number of directors shall be the number fixed or
changed by action of the shareholders, but no reduction in
the number of directors shall of itself have the effect of
shortening the term of any incumbent director. Each
director shall hold office until his death, resignation,
retirement, removal, disqualification or until his
successor is elected and qualified. Directors need not be
residents of the State of North Carolina or shareholders
of the Corporation.
Section 3. Election of Directors:
Except as provided in Section 6 of this Article, the
directors shall be elected at the annual meeting of
shareholders; those persons who receive the highest number
of votes shall be deemed to have been elected. If any
shareholder so demands, the election of directors shall be
by ballot.
Section 4. Cumulative Voting:
Every shareholder entitled to vote at an election of
directors shall have the right to vote the number of
shares standing of record in his name for as many persons
as there are directors to be elected and for whose
election he has a right to vote or to cumulate his votes
by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares
shall equal or by distributing such votes on the same
principal among any number of such candidates. This right
of cumulative voting shall not be exercised unless some
shareholder or proxy holder announces in open meeting,
before the voting for the directors starts, his intention
so to vote cumulatively and if such announcement is made,
the chair shall declare that all shares entitled to vote
have the right to vote cumulatively and shall thereupon
grant a recess of not less than one nor more than four
hours, as he shall determine, or of such other period of
time as is unanimously then agreed upon.
Section 5. Removal:
Any director may be removed from office at any time, with
or without cause, by a vote of Shareholders holding a
majority of the shares entitled to vote at an election of
directors. However, unless the entire board is removed, an
individual director may not be removed if the number of
shares voting against the removal would be sufficient to
elect a director if such shares were voted
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cumulatively at an annual election. If any directors are
so removed, new directors may be elected at the same
meeting.
Section 6. Vacancies:
A vacancy occurring in the Board of Directors may be
filled by a majority of the remaining directors, even
though less than a quorum, or by the sole remaining
director; but a vacancy created by an increase in the
authorized number of directors shall be filled only by
election at an annual meeting or at a special meeting of
shareholders called for that purpose. The shareholders may
elect a director at any time to fill any vacancy not
filled by the directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his
predecessor in office.
Section 7. Chairman:
The President of the Corporation shall serve as Chairman
of the Board of Directors. He shall preside at all
meetings of the Board of Directors and perform such other
duties as may be directed by the Board.
Section 8. Compensation:
The Board of Directors may compensate directors for their
services as such and may provide for the payment of all
expenses incurred by directors in attending regular and
special meetings of the Board.
Section 9. Executive Committee: The Board of Directors may, by
resolution adopted by a majority of the number of
directors fixed by these bylaws, designate two or more
directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution,
shall have and may exercise all the authority of the Board
of Directors in the management of the Corporation.
ARTICLE IV
MEETINGS OF DIRECTORS:
Section 1. Regular Meetings:
A regular meeting of the Board of Directors shall be held
immediately after, and at the same place as, the annual or
substitute annual meeting of shareholders.
In addition, the Board of Directors may provide by
resolution the time and place, either within or without
the State of North Carolina, for the holding of additional
regular meetings.
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Section 2. Special Meetings:
Special meetings of the Board of Directors may be called
by, or at the request of, the President or any two
directors. Such meetings may be held either within or
without the State of North Carolina.
The person or persons calling a special meeting of the
Board of Directors shall, at least five days before the
meeting, give notice thereof by any usual means of
communication. Such notice need not specify the purpose
for which the meeting is called.
Section 3. Waiver of Notice:
Any director may waive notice of any meeting. Attendance
by 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 4. Quorum:
A majority of the duly elected or appointed and qualified
directors of the Corporation shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors. A majority of the directors present at any
meeting, whether or not a quorum is present, may adjourn
the meeting from time to time without notice, other than
announcement at the meeting, until a quorum shall attend.
Section 5. Manner of Acting:
Except as otherwise provided in these bylaws, 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.
The vote of a majority of the duly elected or appointed
and qualified directors of the Corporation shall be
required to adopt a resolution constituting the Executive
Committee. The vote of a majority of the directors then
holding office shall be required to adopt, amend, or
repeal a bylaw, or to adopt a resolution dissolving the
Corporation without resolution of the shareholders.
Section 6. Informal Action By Directors:
Action taken by a majority of the directors without a
meeting is, nevertheless, Board action if written consent
to the action in question is signed by all the directors
and filed with the minutes of the proceedings of the
Board, whether done before or after the action so taken.
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ARTICLE V
OFFICERS:
Section 1. Number:
The Corporation shall have a President, a Secretary, a
Treasurer, and such Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other officers as
the Board of Directors may from time to time elect. Any
two or more offices may be held by the same person, except
the office of President and Secretary. However, no officer
shall execute, acknowledge, or verify any instrument in
more than one capacity if such instrument is required by
law, by the Articles of Incorporation, or the bylaws to be
executed, acknowledged, or verified by two or more
officers. If there is more than one Vice President, the
Board of Directors may designate their seniority (such as
First Vice President, Senior Vice President, etc.) and/or
the particular department of the Corporation of which they
shall have charge.
Section 2. Election And Term:
The officers of the Corporation shall be elected by the
Board of Directors. Such elections may be held at any
regular or special meeting of the Board. Each officer
shall hold office until his death, resignation,
retirement, removal, disqualification, or until his
successor is elected and qualified, unless otherwise
specified by the Board of Directors. The Board of
Directors may fill any vacancy in any office occurring for
whatever reason.
Section 3. Removal:
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board with or without
cause but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 4. Compensation:
The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.
Section 5. President:
The President shall be the chief executive officer of the
Corporation and shall preside at all meetings of the
shareholders and of the Board of Directors. Subject to the
direction and control of the Board of Directors and the
Executive Committee, if created, he shall have general
charge and authority over the business of the Corporation.
He shall make reports regarding the business and
activities of the Corporation for the preceding fiscal
year to the shareholders at each annual meeting. He shall
sign with any other proper officer certificates for shares
of the Corporation and any deeds, mortgages, bonds,
contracts, or other instruments which may be lawfully
executed on behalf of the Corporation except where
required or permitted by law to be
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otherwise signed and executed and except where the signing
and execution thereof shall be delegated by the Board of
Directors to some other officer or agent. In general, he
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 6. Vice President:
The Vice President, or if there is more than one, the Vice
Presidents in order of their seniority by designation, (or
if not designated, in the order of their seniority by
election) shall perform the duties of the President in his
absence or during his disability to act. The Vice
Presidents shall have such other duties and powers as may
be assigned to or vested in them by the Board of
Directors, the Executive Committee or the President.
Section 7. Secretary:
The Secretary shall keep accurate records of the acts and
proceedings of all meetings of the shareholders and
directors. He shall give all notices required by law and
these bylaws. He shall have general charge of the
corporate books and records of the Corporation and of the
corporate seal. He shall affix the corporate seal to any
lawfully executed instrument requiring it. He shall have
general charge of the stock transfer books of the
Corporation and shall keep at the registered or principal
office of the Corporation the record of shareholders
showing the name and address of each shareholder and the
number and class of the shares held by each. He shall sign
such instruments as may require his signature and, in
general, shall perform all duties incident to the office
of Secretary and such duties as may be assigned to him
from time to time by the President, the Executive
Committee, or the Board of Directors.
Section 8. Treasurer:
The Treasurer shall have custody of all funds and
securities belonging to the Corporation and shall receive,
deposit or disburse the same under the direction of the
Board of Directors or the Executive Committee. He shall
keep full and accurate accounts of the finances of the
Corporation in books especially provided for that purpose
and he shall cause a true statement of its assets and
liabilities as of the close of each fiscal year and of the
results of its operations and of changes in surplus for
each fiscal year, all in reasonable detail, including
particulars as to convertible securities then outstanding,
to be made and filed within four months after the end of
such fiscal year. The statement so filed shall be kept
available for inspection for a period of ten years; and
the Treasurer shall mail or deliver a copy of the latest
such statement to any shareholder upon his written request
therefor. The Treasurer shall, in general, perform all
duties incident to his office and such other duties as may
be assigned to him from time to time by the President, the
Board of Directors, or the Executive Committee.
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Section 9. Assistant Secretaries And Treasurers:
The Assistant Secretaries and Assistant Treasurers shall,
in the absence or disability of the Secretary or the
Treasurer respectively, perform the duties and exercise
the powers of those offices and they shall, in general,
perform such other duties as shall be assigned to them by
the Secretary or the Treasurer respectively, or by the
President, the Board of Directors, or the Executive
Committee.
Section 10. Bonds:
The Board of Directors may, by resolution, require any or
all officers, agents, and employees of the Corporation to
give bond to the Corporation, with sufficient sureties,
conditioned on the faithful performance of the duties of
their respective offices or positions and to comply with
such other conditions as may from time to time be required
by the Board of Directors.
ARTICLE VI
CONTRACTS LOANS, AND DEPOSITS:
Section 1. Contracts:
The Board of Directors or Executive Committee may
authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any
instrument on behalf of the Corporation and such authority
may be general or confined to specific instances.
Section 2. Loans:
No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its
name unless otherwise authorized by resolution of the
Board of Directors or the Executive Committee. Such
authority may be general or confined to specific
instances.
Section 3. Checks And Drafts:
All checks, drafts or other orders for the payment of
money issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents, of
the Corporation in such manner as shall from time to time
be determined by the Board of Directors or the Executive
Committee.
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 depositories as the Board of Directors
shall direct.
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ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER:
Section 1. Certificates For Shares:
Certificates representing shares of the Corporation shall
be issued in such form as the Board of Directors shall
determine to every shareholder for the fully paid shares
owned by him. These certificates shall be signed by the
President or any Vice President and by the Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer.
They shall be consecutively numbered or otherwise
identified and the name and address of the persons to whom
they are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation.
Section 2. Transfer of Shares:
Transfer of shares shall be made on the stock transfer
books of the Corporation only upon the surrender of the
certificates for the shares sought to be transferred by
the record holder thereof or by his duly authorized agent,
transferee or legal representative.
All certificates surrendered for transfer shall be
cancelled before new certificates for the transferred
shares shall be issued.
Section 3. Closing 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 thereof 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 may be closed
for a stated period, but not to exceed, in any case, fifty
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 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 record date
in any case to be not more than fifty days and, in case of
a meeting of shareholders, not less than ten days
immediately preceding 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
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resolution is adopted, as the case may be, shall be the
record date for such determination of shareholders.
Section 4. Lost Certificates:
The Board of Directors may authorize the issuance of a new
share certificate in place of a certificate claimed to
have been lost or destroyed upon receipt of an affidavit
of such fact from the person claiming such loss or
destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give
bond in such sum as it may direct to indemnify the
Corporation against loss from any claim with respect to
the certificate claimed to have been lost or destroyed or
the Board may, by resolution reciting that the
circumstances justify such action, authorize the issuance
of the new certificate without requiring such bond.
ARTICLE VIII
GENERAL PROVISIONS:
Section 1. 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 or by its charter.
Section 2. Waiver of Notice:
Whenever any notice is required to be given to any
shareholder or director under the provisions of the North
Carolina Business Corporation Act or under the provisions
of the charter or bylaws of this Corporation, a waiver
thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such
notice.
Section 3. Indemnification:
Any person who at any time serves or has served as a
director, officer, employee or agent of the Corporation or
in such capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust or
other enterprise, shall have a right to be indemnified by
the Corporation to the fullest extent permitted by law
against (a) reasonable expenses, including attorney's
fees, actually and necessarily incurred by him in
connection with any threatened, pending or completed
action, suit or proceedings, whether civil, criminal,
administrative or investigative, and whether or not
brought by or on behalf of the Corporation seeking to hold
him liable by reason of the fact that he is or was acting
in such capacity, and (b) reasonable payments made by him
in satisfaction of any judgment, money decree, fine,
penalty or settlement for which he may have become liable
in any such action, suit or proceeding.
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The Board of Directors of the Corporation shall take all
such action as may be necessary and appropriate to
authorize the Corporation to pay the indemnification
required by this bylaw, including without limitation, to
the extent needed, making a good faith evaluation of the
manner in which the claimant for indemnity acted and of
the reasonable amount of indemnity due him and giving
notice to, and obtaining approval by, the shareholders of
the Corporation.
Any person who at any time after the adoption of this
bylaw serves or has served in any of the aforesaid
capacities for or on behalf of the Corporation shall be
deemed to be doing or to have done so in reliance upon,
and as consideration for, the right of indemnification
provided herein. Such right shall inure to the benefit of
the legal representatives of any such person and shall not
be exclusive of any other rights to which such person may
be entitled apart from the provision of this bylaw.
Section 4. Fiscal Year:
Unless otherwise ordered by the Board of Directors, the
fiscal year of the Corporation shall be the calendar year.
Section 5. Amendments:
Except as otherwise provided herein, these bylaws may be
amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the directors then
holding office at any regular or special meeting of the
Board of Directors.
The Board of Directors shall have no power to adopt a
bylaw:
(1) requiring more than a majority of the voting
shares for a quorum at a meeting of
shareholders or more than a majority of the
votes cast to constitute action by the
shareholders, except where higher
percentages are required by law;
(2) providing for the management of the
Corporation otherwise than by the Board of
Directors or its Executive Committee;
(3) increasing or decreasing the number of
directors;
(4) classifying and staggering the election of
directors;
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No bylaws adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors, except to
the extent that such bylaw expressly authorizes its
amendment or repeal by the Board of Directors.
BYLAWS OF METRO RADIOLOGY MANAGEMENT SERVICES, INC.
ADOPTED AS OF APRIL 28, 1989
ATTEST: /s/
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(Secretary of Organizational Meeting)
sh:JWA
METRObyl
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