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Exhibit 3.60
CODE OF REGULATIONS
OF
RADIOLOGY CONSULTING ASSOCIATES, INC.
ARTICLE I
Shareholders
Section 1 - Annual Meeting
The annual meeting of the shareholders shall be held at the principal
office of the Corporation in Cleveland Heights, Ohio, or at such other place as
the Board of Directors may designate and cause to be stated in the notice of
such meeting given to shareholders at 1:00 p.m. Eastern Standard Time, on the
First Thursday in January each year, if not a legal holiday, and if a legal
holiday, then on the next successive business day, for the purpose of electing
Directors and of considering reports to be laid before said meeting. 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 the annual meeting is not held
or if Directors are not elected thereat, a special meeting may be called and
held for that purpose.
Section 2 - Place of Meetings
Any meeting of the shareholders of the Corporation may be held within
or without the State of Ohio.
ARTICLE II
Board of Directors
Section 1 - Powers, Number and Term of Office
All the capacity of the Corporation shall be vested in and all its
authority, except as otherwise provided by law or by the Articles in regard to
action required to be taken, authorized or approved by shareholders, shall be
exercised by a Board of Directors of not less than three (3) persons, which
shall manage and conduct the business of the Corporation. Directors shall be
elected at the annual meeting of the shareholders, or if not so elected, at a
special meeting of the shareholders called for that purpose, and shall hold
office for one year and until their successors are chosen and qualified,
subject, however, to provisions of law, the Articles and the Regulations as to
removals and the creation of vacancies.
Each person elected a Director of the Corporation in order to qualify
as a Director shall within sixty (60) days from the date of his election qualify
as such by either (a) accepting in
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writing his election as a Director or (b) being present or acting as a Director
in a duly called meeting of the Board of Directors.
Section 2 - Changes in Number of Directors
The number of Directors may be fixed or changed by resolution adopted
by the vote of the shareholders present in person or by proxy at a meeting
called to elect Directors, entitled to exercise two-thirds of the voting power
of the shares represented at such meeting and entitled to vote at such election
but no reduction of the number of directors shall have the effect of removing
any Director prior to the expiration of his term of office.
Section 3 - Vacancies
The office of a Director shall become vacant if he dies or resigns.
The Board of Directors may remove any Director and thereby create a
vacancy in the Board:
1. if he be declared of unsound mind by any order;
2. if he does not qualify within sixty (60) days as provided by these
Regulations.
Any vacancy in the Board of Directors may be filled for the unexpired
term by the remaining Director or Directors, though less than a majority of the
whole Board, by a vote of a majority of their number. Within the meaning of this
section, a vacancy or vacancies shall be deemed to exist in case the
shareholders shall increase the authorized number of Directors but shall fail at
the meeting at which such increase is authorized, or an adjournment thereof, to
elect the additional Directors so provided for, or in case the shareholders fail
at any time to elect the whole authorized number of Directors.
Section 4 - Meetings
Meetings of the Board of Directors may be held at any time within or
without the State of Ohio.
Regular meetings of the Board of Directors shall be held immediately
after the annual meetings of the shareholders and at such other stated times as
may be fixed by the Board of Directors, and such regular meetings may be held
without further notice.
Special meetings of the Board of Directors may be called by the
President of the Corporation, or by not less than one-third of the Directors.
Notice of the time and place of such meetings shall be served upon or telephoned
to each Director at least twenty-four hours, or given by mail, telegram or
cablegram to each Director at his address as shown by the books of the
Corporation at least forty-eight hours, prior to the time of the meeting. Such
notice may be waived in writing by any Director, either before or after the
meeting. Attendance at the meeting
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by a Director without protesting proper notice, shall constitute waiver of such
notice by such Director.
Section 5 - Quorum
A majority of the whole authorized number of Directors is necessary to
constitute a quorum for a meeting of the Directors, except that a majority of
the Directors in office constitutes a quorum for filling a vacancy in the Board.
The act of a majority of the Directors present at a meeting at which a quorum is
present is the act of the Board, unless the act of a greater number is required
by the Articles or these Regulations.
Section 6 - Committees
The Board of Directors may from time to time create an Executive
Committee, a Finance Committee and such other Committees as it may deem to be
advisable and may delegate to any such Committee any of the powers of the Board
of Directors, other than that of filling vacancies among the Directors or in any
committee of the Directors. Any such committee shall be composed of not less
than three members of the Board of Directors to serve until otherwise ordered by
the Board of Directors and shall act only in the interval between meetings of
the Board of Directors and shall be subject at all times to the control and
direction of the Board of Directors. The Board of Directors may appoint one or
two more Directors as alternate members of any such Committee, who may take the
place of any absent member or members at any meeting of such committee.
Any such Committee may act by a majority of its members at a meeting or
by a writing or writings signed by all its members. Any act or authorization of
an act by any such Committee within the scope of the powers delegated to it
shall be as effective for all purposes as the act or authorization of the Board
of Directors.
ARTICLE III
Section 1 - Officers
The Corporation shall have a President (who shall be a member of the
Board of Directors), a Secretary and a Treasurer, who shall be elected by the
Board of Directors. The Corporation may also have one or more Vice Presidents.
Assistant Secretaries, Assistant Treasurers, and such other officers as the
Board may deem advisable, all of whom shall be elected for one year and until
their successors are selected and qualified, unless otherwise specified by the
Board of Directors; provided, however, that any officer shall be subject to
removal, with or without cause, at any time by the vote of a majority of the
Board of Directors. The election of an officer for a given term, or a general
provision in the Articles or these Regulations with respect to term of office,
shall not be deemed to create contract rights.
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 by
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law or by the Articles or these Regulations to be executed, acknowledged or
verified by two or more officers.
Section 2 - The President
The President, when present, shall preside at all meetings of the
shareholders and of the Board of Directors. Subject to the direction of the
Board of Directors and the Executive Committee, he shall have general charge and
authority over the business of the Corporation. He shall from time to time make
such reports of the business of the Corporation as the Board of Directors may
require. The President shall perform such other duties and have such powers as
are assigned to or vested in him by the Board of Directors.
Section 3 - The Vice President
The Vice President, or, if there be more than one, the Vice Presidents,
in order of their seniority by designation (or if not designated, in order of
their seniority of 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 or the Executive Committee.
Section 4 - The Secretary
The Secretary shall issue notices of all meetings for which notice is
required to he given, shall keep the minutes of all meetings, shall have charge
of the corporate seal and corporate record books, and have such other powers and
perform such other duties as are assigned to or vested in him by the Board of
Directors or the Executive Committee.
Section 5 - The Treasurer
The Treasurer shall be the financial officer of the Corporation. He
shall have the custody of all moneys and securities of the Corporation and shall
keep adequate and correct accounts of the Corporation's receipts and
disbursements, including records of customers' credits and collections. The
funds of the Corporation shall be deposited in the name of the Corporation by
the Treasurer in such depositories as the Board of Directors may from time to
time designate. He shall have such other powers and perform such other duties as
are assigned to or vested in him by the Board of Directors or the Executive
Committee.
Section 6 - Other Officers
Other officers of the Corporation shall have such powers and duties as
may be assigned to or vested in them by the Board of Directors or the Executive
Committee.
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Section 7 - Authority to Sign
Share certificates shall be signed as hereinafter in ARTICLE IV
provided. Except as otherwise specifically provided by the Board of Directors or
the Executive Committee of the Corporation, checks, notes, drafts, contracts or
other instruments authorized by the Board of Directors or the Executive
Committee may be executed and delivered on behalf of the Corporation by the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer.
Section 8 - Duties of Officers may be Delegated
In case of the absence or disability of an officer of the Corporation,
or for any other reason that may seem sufficient to the Board, the Board of
Directors may, for the time being, delegate his powers and duties to any other
officer or to any Director.
Section 9 - Compensation, Salaries and Indemnity
(a) The Board of Directors may fix the pay of all officers. The Board
may also allow compensation to members of any committee. The Board may vote
compensation to any Directors for attendance at meetings or for any special
services.
(b) Each person who is, has been, or shall hereafter be, a director or
officer of the Corporation, or who is serving, may have served, or shall serve
at its request as a director or officer of another corporation, shall be
indemnified by the Corporation to the full extent to which indemnification is
permitted by subsections E(1) through E(8) of Section 1701.13 of the Ohio
Revised Code.
The foregoing rights of indemnification shall inure to the benefit of
the personal representatives of such persons, and shall be in addition to any
other rights to which any such persons may be entitled to at law or agreement or
otherwise.
ARTICLE IV
Section 1 - Certificates
Each shareholder of the Corporation shall be entitled to a certificate
signed by the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, evidencing the number and
class of paid-up shares held by him in the Corporation, but no certificate for
shares shall be executed or delivered until such shares are fully paid;
provided, however, that when any such certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any such officer upon
such certificate may be facsimile, engraved, stamped or printed.
The stock of the Corporation shall be issued to, held by, or
transferred only to a person who is duly licensed or otherwise authorized to
provide radiology services in the State of Ohio
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and who, unless disabled, is actively engaged in such practice, except as
otherwise permitted by these regulations or by the provisions of Chapter 1785 of
the Ohio Professional Associations Act.
In case any officer or officers, who shall have signed, or whose
facsimile signature shall have been engraved, stamped or printed on any
certificate or certificates for shares, shall cease to be such officer or
officers of the Corporation, because of death, resignation, or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates, if authenticated by the endorsement thereon of
the signature of an incorporated transfer agent or registrar, shall nevertheless
be conclusively deemed to have been adopted by the Corporation by the use and
delivery thereof and shall be effective in all respects when delivered.
Such certificates shall be in such form as shall be approved by the
Board of Directors and shall contain the following endorsement: "This
certificate may only be issued to, held by, or transferred to a person who is
licensed or otherwise authorized to provide radiology services in the State of
Ohio and who, unless disabled, is actively engaged in such practice, except as
otherwise permitted under Chapter 1785 of the Ohio Professional Associations
Act".
Section 2 - Transfer and Registration
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 execution, delivery, transfer and registration of
share certificates and may appoint incorporated transfer agents and registrars
thereof.
Transfer books may be kept in any state of the United States or in any
foreign country for the purpose of transferring shares issued by the
Corporation; but if no transfer agent is appointed to act in this State, the
Corporation shall keep an office in this State at which shares shall be
transferable; and at which it shall keep books in which shall be recorded the
names and addresses of all shareholders, and all transfers of shares.
ARTICLE V
Section 1 - Voting Upon Stocks
Unless otherwise ordered by the Board of Directors, the President, a
Vice President, the Secretary or the Treasurer, of the Corporation, or a proxy
appointed by any such officer, shall have full power and authority on behalf of
the Corporation to attend, to act and to vote at any meeting of shareholders of
and to execute consents, waivers, and releases relating to the affairs of any
other corporation, domestic or foreign, for profit or nonprofit, in which the
Corporation may hold stock or membership, and at any such meeting shall possess
and may exercise any and all of the rights and powers incident to the ownership
of such stock and which as the owner thereof the Corporation would have
possessed and might have exercised if present. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.
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ARTICLE VI
Section 1 - Amendments
The Regulations of the Corporation may be amended or added to by the
affirmative vote of the shareholders of record entitled to exercise two-thirds
of the voting power on such proposal or, without a meeting, by the written
consent of the shareholders of record entitled to exercise two-thirds of the
voting power on such proposal; provided, however, that if an amendment is
adopted by written consent without a meeting of the shareholders, it shall be
the duty of the Secretary to enter the amendment in the records of the
Corporation and to mail a copy of such amendment to each shareholder of record
who would be entitled to vote thereon and did not participate in the adoption
thereof.
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