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Exhibit 3.62
BYLAWS
OF
ROSENDORF, MARGULIES, BORUSHOK & SCHOENBAUM
RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC.
(A FLORIDA CORPORATION)
ARTICLE I
OFFICES
1.1. Principal Office and Other Offices. The principal office
of ROSENDORF, MARGULIES, BORUSHOK & SCHOENBAUM RADIOLOGY ASSOCIATES OF
HOLLYWOOD, INC., (the "Corporation") shall be located at such place within or
outside the State of Florida (the "State") as the Board of Directors (the
"Board") may from time to time designate. The Corporation may have other offices
for the transaction of the affairs of the Corporation located at such other
places both within and without the State as the Board may from time to time
designate or as the business of the Corporation may require.
1.2. Registered Office and Agent. The Corporation shall have
and continuously maintain in the State a registered office and have a registered
agent, as required by law. Such office may, but need not, be identical with the
principal office of the Corporation in the State of Florida. The Corporation may
from time to time change its registered office or its registered agent, or both,
by a resolution of the Board that adopts the change and authorizes the president
or vice-president to execute and submit for filing with the Department of State
a statement of change setting forth the information required by law. Any new
registered agent designated by such statement shall acknowledge in writing such
statement, and any new or successor registered agent shall simultaneously file
with the Department of State a written statement, in the form and manner
prescribed by law, accepting the appointment and stating the registered agent's
familiarity with and acceptance of the obligations provided for under the laws
of the State.
ARTICLE II
SHAREHOLDERS
2.1. Annual Meetings. The annual meeting of shareholders for
the purpose of electing directors and for the transaction of such other matters
as may properly come before the meeting shall be held beginning at 10 a.m. on
the 2nd Tuesday in March of each year or at such other time and date as may be
fixed by or under the authority of the Board; provided, the annual meeting of
the shareholders for any year shall be held no later than thirteen (13) months
after the last annual meeting of the shareholders. However, failure to hold a
timely annual meeting shall in no way affect the terms of officers or directors
of the Corporation or the validity of actions of the Corporation.
2.2. Special Meeting. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president or the Board or by the person designated in one or more
written request(s) of the holders of not less than ten (10) percent of all the
votes entitled to be cast on any issue proposed to be considered at such special
meeting,
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which requests must be delivered to the Corporation's secretary describing the
purpose or purposes for which such meeting is to be held.
2.3. Place of Meeting. The Board may designate any place,
either within or without the State, as the place of meeting for any annual
meeting or for any special meeting called by the Board. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any place
either within or without the State as the place for the holding of such meeting.
If no designation is made for the place of meeting, or if the meeting is
otherwise called, then the place of meeting shall be the principal business
office of the Corporation within the State or such other suitable place in the
county of such principal office as may be designated by the person calling such
meeting, but any meeting may be adjourned to reconvene at any place designated
by vote of a majority of the shares represented thereat.
2.4. Notice of Meeting. A written notice of each shareholders'
meeting stating the place, day, and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered either personally or by first-class mail to each shareholder of
record entitled to vote at such meeting not less than ten (10) or more than
sixty (60) days before the date of the meeting. Notice shall be given by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting. If notice is by mail, such notice shall be deemed to have been
delivered when deposited with postage prepaid thereon in the United States mail,
addressed to the shareholder at the address of the shareholder as it appears on
the stock transfer books of the Corporation.
2.5. Waiver of Notice. A written waiver of notice signed by a
shareholder who was entitled to notice of a meeting of the shareholders, whether
the waiver is given before or after the time required for the notice, shall be
equivalent to the giving of such notice provided such written waiver is
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. A shareholder's attendance at a meeting shall constitute a
waiver of notice of such meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.
Further, in the case of a special meeting, a shareholder's attendance shall
constitute a waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
2.6. Adjournment. Any meeting of the shareholders may be
adjourned to another time or place by a majority vote of the shares entitled to
vote and which are represented at the meeting. When all of the shares entitled
to vote are represented in person or by proxy at a meeting, and such meeting is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting, if the time and the place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. Any
business may be transacted at such adjourned meeting that might have been
transacted at the original meeting. If all of the shares entitled to vote are
not represented at the meeting at which adjournment is taken, then notice of the
adjourned meeting as required by Section 2.04 of these Bylaws shall be given to
each shareholder of record. In all cases, however, if, after the adjournment,
the Board fixes a new record date for the adjourned meeting, then notice of the
adjourned meeting shall be given as provided in this Article II to each
shareholder of record under the new record date who is entitled to vote at the
adjourned meeting.
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2.7. Fixing of Record Date. For the purpose of determining the
shareholders who are entitled to receive notice of or to vote at any
shareholders' meeting or any adjournment thereof, to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, and pursuant to any
other purpose requiring a determination of shareholders, the Board may fix, in
advance, a record date for any such determination of shareholders. Such record
date shall not be more than seventy (70) days before the date on which the
particular action requiring such determination of shareholders is to be taken.
If no such record date is fixed, then the date on which notice of a
shareholders' meeting is delivered or the date on which the Board adopts a
resolution declaring a dividend, as the case may be, shall be the record date
for such determination of shareholders. In the case of an adjourned meeting, the
record date for the original meeting shall apply to the adjournment thereof,
unless the Board fixes a new record date in accordance with these Bylaws;
provided, however, that the Board shall be required to fix a new record date for
such adjourned meeting if the adjournment is to a date more than 120 days after
the date fixed for the original meeting.
2.8. Record of Shareholders Having Voting Rights. After fixing
a record date for a shareholders' meeting, the secretary of the Corporation
shall, at least ten (10) days before such meeting, prepare a complete,
alphabetical list of the shareholders entitled to notice of such meeting,
arranged by the voting groups of the shareholders entitled to vote on the
matters to come before the meeting, with the address of, and the number, class
and series, if any, of shares held by each. For a period of ten (10) days prior
to the meeting, or such shorter time as exists between the record date and the
meeting and continuing through the meeting, the shareholders list shall be made
available for inspection at the Corporation's principal office, at a place
identified in the meeting notice in the city where the meeting will be held, or
at the office of the Corporation's transfer agent or registrar, and such list
shall be subject to inspection upon written demand by any shareholder or the
shareholder's agent or attorney, at the shareholder's expense, at any time
during usual business hours during the period it is available for inspection.
Such list shall also be available at the meeting, and any shareholder or the
shareholder's agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment thereof. If the requirements of this
Section 2.08 have not been substantially complied with, then upon the demand, in
person or by proxy, of any shareholder who failed to get access to such list,
the meeting shall be adjourned until the requirements of this Section are
complied with; provided, however, that any failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.
2.9. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of the shareholders. If a quorum exists, action on a matter, other
than the election of directors, is approved if the votes cast by the holders of
the shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number is required by law, the Articles of Incorporation, or these
Bylaws. After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, which reduces the number of shares
entitled to vote below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.
2.10. Conduct of Meeting. The president, and in the
president's absence, a vice-president in the order provided under Section 4.6,
and in their absence, any person chosen by the shareholders present, shall call
the meeting of the shareholders to order and shall act as chairman of
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the meeting, and the secretary of the corporation shall act as secretary of all
meetings of the shareholders, but, in the absence of the secretary, the person
acting as chairman of the meeting may appoint any other person to act as
secretary of the meeting.
2.11. Proxies. Every shareholder entitled to vote at a
shareholders' meeting, or entitled to express consent or dissent without a
meeting, or the duly authorized attorney-in-fact of such shareholder, may
authorize another person or other persons to act as the shareholder's proxy. A
shareholder may appoint a proxy to vote or otherwise act for the shareholder by
signing an appointment form, either personally or by the shareholder's
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be a sufficient appointment form. An
appointment of a proxy is effective when received by the secretary or other
officer or agent authorized to tabulate votes, and unless otherwise stated in
the appointment form, the appointment of a proxy shall be valid only for a
period of eleven (11) months. Every appointment of a proxy shall be revocable at
the pleasure of the shareholder who executed it, except as otherwise provided by
law.
The authority of a proxy to act shall not be revoked by the
death or incapacity of the shareholder who executed the appointment, unless,
before the authority is exercised under the appointment, notice of such death or
incapacity is received by the secretary of the Corporation or other agent of the
Corporation authorized to tabulate votes.
Any proxy may appoint, in writing, a substitute to act in the
proxy's place, if the appointment of the proxy expressly provides for such
substitution. If an appointment confers proxy authority upon more than one
person, and if the appointment does not otherwise provide, a majority of the
authorized persons, or, if only one is present, then that one, may exercise all
the powers conferred by the appointment; provided, however, if the proxies
present at the meeting are equally divided as to the right and manner of voting,
then the voting of such shares shall be prorated.
2.12. Voting of Shares. Subject to the provisions of this
Article II of these Bylaws, the Articles of Incorporation, and the laws of the
State, each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of the shareholders.
2.13. Action Without Meeting. Any action of the shareholders
required or permitted to be taken at an annual or special meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote, if one or more written consents setting forth the action so taken is or
are dated and signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, provided such consent or consents are delivered to the Corporation at
its principal office in the State, to the Corporation's principal place of
business, or to the secretary, within 60 days of the date of the earliest dated
consent delivered in such manner. Any written consent may be revoked prior to
the date the corporation receives the required number of consents to authorize
the proposed action, provided that such revocation must be in writing and shall
not be effective until received by the Corporation in the manner set forth
above. Within ten (10) days after obtaining such authorization by written
consent, the Corporation shall give notice to the shareholders who have not
consented in writing or who were not entitled to vote on the action taken in the
consent. Such notice shall fairly summarize the material features of the
authorized action and, if the action is one for which dissenters' rights are
provided by applicable corporate laws of the State,
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such notice shall contain a clear statement of the right of shareholders
dissenting from the action to be paid the fair value of their shares upon
compliance with applicable corporate laws of the State. Whenever action is taken
pursuant to this Section 2.13, the written consent of the shareholders
consenting thereto or the written reports of inspectors appointed to tabulate
such consents shall be filed with the minutes of proceedings of shareholders.
Any certificate that is required by law to be filed as a result of an action of
the shareholders taken under this Section 2.13 shall state that written consent
for such action was given in accordance with the laws of the State.
ARTICLE III
BOARD OF DIRECTORS
3.1. General Powers and Number. The business and affairs of
the Corporation shall be managed by the Board subject to any limitations set
forth under the laws of the State, the Articles of Incorporation, and these
Bylaws concerning corporate action that must be authorized or approved by the
shareholders. The number of directors of the Corporation shall be two (2).
3.2. Election of Directors. Directors shall be elected at the
annual meeting of shareholders by a plurality of the voters cast by the shares
entitled to vote in the election where each shareholder who is entitled to vote
at an election of directors has the right to vote the number of shares owned by
the shareholder for as many persons as there are directors to be elected and for
whose election the shareholder has a right to vote.
3.3. Tenure and Qualifications. Each director shall hold
office (a) until the next annual meeting of the shareholders and until a
successor shall have been elected or (b) until the director's prior death,
resignation or removal. Directors shall be 18 years of age or older but need not
be residents of the State or shareholders of the Corporation.
3.4. Resignation and Removal. A director may resign at any
time by delivering a written notice of resignation to the Board or its chairman
(if any) or to the secretary of the Corporation. Directors may be removed, with
or without cause, at a shareholders' meeting called with notice of that purpose,
by a vote of the holders of the shares then entitled to vote to elect that
director provided the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director.
3.5. Vacancies. Any vacancy occurring in the Board, including
any vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, though
the remaining directors constitute less than a quorum of the Board; provided,
however, if a vacancy is created by removal of a director by action of the
shareholders, then the shareholders shall have the right to fill such vacancy at
the same meeting or any adjournment thereof.
3.6. Regular Meetings. A regular meeting of the Board shall be
held without notice other than this bylaw immediately after the annual meeting
of shareholders, and each adjourned session thereof. The place of such regular
meeting shall be the same as the place of the meeting of shareholders which
precedes it, or such other suitable place as may be announced at such meeting of
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shareholders. The Board may provide, by resolution, the time and place, either
within or without the State, for the holding of additional regular meetings
without notice other than such resolution.
3.7. Special Meetings. Special meetings of the Board may be
called by or at the request of the president, secretary, or any director. The
president or secretary calling any special meeting of the Board may fix any
place, either within or without the State, as the place for holding any special
meeting of the Board called by them, and if no other place is fixed the place of
the meeting shall be the principal business office of the Corporation in the
State.
3.8. Notice; Waiver. Except to the extent provided in Section
3.6 of these Bylaws, notice of each meeting of the Board shall be given to each
director (a) by personal delivery, telegram or cablegram not less than
twenty-four (24) hours before the meeting or (b) by first-class mail, addressed
to the business address or such other address as the director shall have
designated in a writing filed with the secretary, and mailed not less than five
(5) business days before the meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail with postage prepaid and
properly addressed. If sent by telegram or cablegram, such notice shall be
deemed to be delivered when delivered or communicated to the telegraph or
cablegram company. However, any notice to any director required under these
Bylaws or under any provision of law may be waived if such director signs a
waiver of notice at any time, either before or after the time of the meeting. If
a director has not been given notice as required under these Bylaws or under
provisions of law, but the director attends the meeting, the director's
attendance shall constitute a waiver of notice of such meeting and a waiver of
all objections to the time and place of the meeting and the manner in which it
was called or convened, except, when a director states, at the beginning of such
meeting, or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting was not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board need be specified in either the notice of, or a
waiver of notice of, any regular or special meeting.
3.9. Attendance via Telephone Conference Call. Except to the
extent otherwise provided by law, any meeting of the Board may be attended by
any or all of the directors by means of a conference telephone (or similar
communications equipment) through the use of which all directors participating
in the meeting can hear each other at the same time. Such attendance by any or
all directors shall constitute presence by each such director in person at such
meeting and such meeting shall constitute a valid meeting of the Board for all
purposes of the laws and these Bylaws. Any action taken by the Board at such
meeting shall constitute a valid action of the Board for all purposes of the law
and these Bylaws.
3.10. Quorum and Voting. Except as otherwise provided by law,
the Articles of Incorporation, or these Bylaws, a majority of the number of
directors fixed in Section 3.1 of these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board if a quorum is present when the vote is taken, unless the act of a
greater number is required by law, the Articles of Incorporation, or these
Bylaws.
3.11. Adjournment. A majority of the directors present,
whether or not a quorum exists, may adjourn any meeting of the Board to another
time and place. Notice of the adjourned meeting shall be given to each director
in accordance with Section 3.8 of these Bylaws, unless all of
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the directors of the full Board are present at the time of adjournment and the
time and place of the adjourned meeting are announced at the time of the
adjournment.
3.12. Committees. The Board, by resolution adopted by a
majority of the full Board, may designate from among its members an executive
committee and other committees. Each such committee shall consist of at least
two (2) or more of the directors who shall serve on the committee at the
pleasure of the Board, and, to the extent provided in such resolution, shall
have and may exercise all the authority of the Board, except that no committee
shall have authority to:
(a) Approve or recommend to the shareholders actions or
proposals required by the Florida Business
Corporation Act to be approved by the shareholders;
(b) Fill vacancies in the Board or any committee thereof;
(c) Amend or repeal these Bylaws;
(d) Authorize or approve the reacquisition of shares
unless pursuant to a general formula or method
specified by the Board; or
(e) Authorize or approve the issuance, sale or contract
for the sale of shares, or determine the designation
and relative rights, preferences, and limitations of
voting groups of shares entitled to vote and be
counted together collectively on certain matters,
except that the Board may authorize a committee to do
so within limits specifically prescribed by the
Board.
The Board, by resolution of the majority of the full Board,
may designate one or more directors as alternate members of a committee, who may
act in the place and stead of any absent member or members at any meeting of
such committee. Any committee established under this Section 3.12 may fix its
own rules for the conduct of its activities and shall make such reports of its
activities to the Board as the Board may request.
3.13. Action by Directors Without Meeting. Any action required
or permitted to be taken at a meeting of the Board (or a committee thereof) may
be taken without a meeting if all of the directors (or members of the committee)
sign one or more written consents describing the action so to be taken and such
consent or consents is or are filed in the minutes of the proceedings of the
Board (or committee). Such action by consent shall have the same effect as a
unanimous vote at a duly called and noticed meeting of the Board (or committee),
and may be described as such in any document. Action taken under this Section is
effective when the last director signs a consent describing the action, unless
the directors' consents specify a different effective date.
3.14. Presumption of Assent. A director who is present at a
meeting of the Board, or a committee thereof of which the director is a member,
at which action on any corporate matter is taken, shall be deemed to have
assented to the action taken unless the director votes against such action,
abstains from voting on the action, or objects at the beginning of the meeting
(or promptly upon the director's arrival) to the holding of the meeting or to
the transaction of specified business at the meeting.
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3.15. Compensation. The Board, irrespective of any personal
interest of any of its members, may establish reasonable compensation to be paid
to each director for such director's services to the Corporation as director,
officer or otherwise, or the Board may delegate such authority to an appropriate
committee. The Board also shall have authority to provide for, or to delegate
authority to an appropriate committee to provide for, reasonable pensions,
disability or death benefits, and other benefits or payments to directors,
officers and employees and to their estates, families, dependents, or
beneficiaries on account of prior services rendered by such director, officers
and employees of the Corporation. Each director shall be reimbursed for the
necessary expenses in connection with attending meetings of the Board or any
committee thereof.
ARTICLE IV
OFFICERS
4.1. Number. The Corporation shall have president, such number
of vice-presidents as may be chosen by the Board (which number may be zero), a
secretary, a treasurer and such other officers and agents as the Board may, from
time to time, determine necessary, each of whom shall be chosen by the Board.
Any number of offices may be held by the same person.
4.2. Appointment and Term of Office. The officers of the
Corporation to be chosen by the Board shall be appointed at each annual meeting
of the Board. The Board may, from time to time, appoint, or may authorize a duly
appointed officer to appoint, such additional officers, assistant officers and
agents as the Board may deem necessary. Each officer shall hold office until a
successor shall have been duly chosen or until the officer's prior death,
resignation or removal.
4.3. Resignation and Removal. An officer may resign at any
time by delivering notice to the secretary of the Corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the Board
accepts the future effective date, the Board may fill the pending vacancy before
the effective date if the Board provides that the successor does not take office
until the effective date. Any officer or agent may be removed by the Board at
any time, with or without cause. Any officer or assistant officer, if appointed
by another officer, may likewise be removed by such officer.
4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board for the unexpired portion of the term.
4.5. President. The president shall be the chief executive
officer of the Corporation and, subject to the control of the Board, shall in
general supervise and control all of the business and affairs of the Corporation
and perform such other duties as may be prescribed by the Board from time to
time. The president shall, when present, preside at all meetings of shareholders
and the Board, and shall generally do and perform all acts incident to the
office of president, or which are authorized or required by law. The president
also shall have authority, subject to such conditions as may be prescribed by
the Board, to appoint such agents and employees of the Corporation as the
president shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees shall
hold office at the discretion of the president. The president may sign with the
secretary (or with any other proper officer of the Corporation thereunto
authorized by the Board) certificates for shares of the Corporation and any
deeds, mortgages, bonds, contracts
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or other instruments which the Board has authorized to be executed, except when
the signing and execution thereof shall be expressly delegated by the Board or
by these Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed.
4.6. Vice-Presidents. In the absence of the president or in
the event of the president's death, inability or refusal to act, or in the event
for any reason it shall be impracticable for the president to act personally,
the vice-president (or, in the event there is more than one vice-president, the
vice-presidents in the order designated by the Board, or in the absence of
designation, then in the order of their appointment), shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions on the president. Any vice-president may sign,
with the secretary or any assistant secretary, certificates for shares of the
Corporation, and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to the vice-president by the president
or by the Board. The execution of any instrument of the Corporation by any
vice-president shall be conclusive evidence, as to third parties, of the
vice-president's authority to act in the stead of the president.
4.7. Secretary. The secretary shall (a) prepare the minutes of
the meetings of the shareholders, of the Board and of committees of the Board in
one or more books provided for such purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the records and seal of the Corporation, see that the seal
of the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) be responsible for the
authentication of the Corporation's records; (e) keep or arrange for the keeping
of a register of the post office address of each shareholder furnished to the
secretary; (f) sign with the president, or a vice-president, certificates for
shares of the Corporation, the issuance of which have been authorized by
resolution of the Board; (g) have general charge of the stock transfer books of
the Corporation; and (h) in general perform all duties incident to the office of
secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to the secretary by the president or by the
Board.
4.8. Treasurer. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected by or under the authority of a resolution of the Board; and (c) in
general perform all the duties incident to the office of treasurer and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned to the treasurer by the president or by the Board. If
required by the Board, the treasurer shall give a bond for the faithful
discharge of the treasurer's duties in such sum and with such surety or sureties
as the Board shall determine.
4.9. Assistant Secretaries and Assistant Treasurers. There
shall be such a number of assistant secretaries and assistant treasurers as the
Board may from time to time authorize. Such assistant secretaries and assistant
treasurers may be appointed by the Board or, with the authorization of the
Board, by a duly appointed officer. The assistant secretaries may sign with the
president or a vice-president certificates for shares of the Corporation the
issuance of which have been authorized by a resolution of the Board. The
assistant treasurers shall respectively, if required by the Board, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board shall determine. The assistant secretaries and assistant
treasurers, in general, shall perform such duties and
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have such authority as shall from time to time be delegated or assigned to them
by the secretary or the treasurer, respectively, or by the president or the
Board.
4.10. Other Assistants and Acting Officers. The Board, or an
officer with the authorization of the Board, shall have the power to appoint any
person to act as assistant to any officer, or as agent for the Corporation in
the officer's stead, or to perform the duties of such officer whenever, for any
reason, it is impracticable for such officer to act personally, and such
assistant or acting officer or other agent so appointed by the Board shall have
the power to perform all the duties of the office to which he or she is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board.
4.11. Salaries. The salaries of the principal officers shall
be fixed from time to time by the Board or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that the officer is also a director of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.1. Contracts. The Board may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the Corporation shall be executed in the name of the Corporation
by the president or the vice-president and by the secretary, an assistant
secretary, the treasurer or an assistant treasurer; the secretary or an
assistant secretary, when necessary or required, shall affix the corporate seal
thereto; and when so executed no other party to such instrument or any third
party shall be required to make any inquiry into the authority of the signing
officer or officers.
5.2. Loans. No indebtedness for borrowed money shall be
contracted on behalf of the Corporation and no evidences of such indebtedness
shall be issued in its name unless authorized by or under the authority of a
resolution of the Board. Such authorization may be general or confined to
specific instances.
5.3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by or under the authority of a resolution of the
Board.
5.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as may be selected by or
under the authority of a resolution of the Board.
5.5. Voting of Securities Owned by the Corporation. Subject
always to the specific direction of the Board, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the president of this Corporation if the president is present, or
in the president's
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absence by any vice-president of this Corporation who may be present, and (b)
whenever, in the judgment of the president, or in the president's absence, of
any vice-president, it is desirable for this Corporation to appoint a proxy or
to execute written consent in respect to any shares or other securities issued
by any other corporation and owned by this Corporation, such appointment or
consent shall be executed in the name of this Corporation by the president or
one of the vice-presidents of this Corporation, without necessity of any
authorization by the Board, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this Corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.
ARTICLE VI
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.1. Shares May be Represented by Certificates. Shares of the
Corporation may, but need not be, represented by certificates. Except as
otherwise provided by law, the rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.
6.2. Certificates for Shares. If shares of the Corporation are
represented by Certificates, such Certificates shall be in a form, consistent
with law, as shall be determined by the Board. Such certificates shall state the
name of the issuing corporation and that the corporation is organized under the
laws of the State and be signed by the president or a vice-president and by the
secretary or an assistant secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
persons to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be registered upon the stock transfer books of
the Corporation. All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.8 of these Bylaws.
6.3. Facsimile Signatures and Seal on Certificates. The
signature of any officer upon a certificate may be a facsimile if the
certificate is manually countersigned (a) by a transfer agent other than the
Corporation or its employee, or (b) by a registrar other than the Corporation or
its employee. The seal of the Corporation on any certificate for shares may be a
facsimile.
6.4. Signature by Former Officers. If the person who signed
(either manually or in facsimile) a share certificate no longer holds office
when the certificate is issued, the certificate is nevertheless valid.
6.5. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer, or prior to the
registration of transfer of shares not represented by certificates, the
Corporation may treat the registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner. Where a certificate for shares is
presented to the Corporation with a request to register for transfer, the
Corporation shall not be liable to the owner or any other persons suffering loss
as a result of such registration or transfer if (a) there were on the
certificate the necessary endorsements, and (b) the Corporation had not duty to
inquire into adverse claims or has discharged any such duty. The
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Corporation may require reasonable assurance that said endorsements are genuine
and effective and in compliance with such other regulations as may be prescribed
under the authority of the Board. Similarly, the Corporation shall not be liable
to the owner or any other persons suffering loss as a result of a registration
of transfer of shares not represented by a certificate if evidence of such
transfer is presented to the Corporation and the Corporation had no duty to
inquire into adverse claims or has discharged any such duty. The Corporation may
make reasonable inquires into the validity of any such transfer and may require
reasonable assurance that such transfer is valid and is in compliance with any
other regulations as may be prescribed under the authority of the Board.
6.6. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation, or by an agreement between or among the
Corporation and the shareholders, upon the transfer of such shares. Shareholders
holding shares not represented by certificates shall be informed of any such
restrictions upon the transfer of their shares in accordance with Section 6.7.
6.7. Shares Without Certificates. The Board may authorize the
issuance without certificates of some or all shares of any or all of the
corporation's classes or series of shares. Such authorization shall not affect
shares already represented by certificates until and unless they are surrendered
to the Corporation. The secretary shall, within a reasonable time following the
issue or transfer of shares without certificates, provide to each new
shareholder a written statement containing the name of the Corporation, stating
that the Corporation is organized under the laws of the State, and setting forth
the name of the person to whom the shares are issued, the number and class of
shares, including the designation of the series, if any, of the shares issued to
that person, the designations, relative rights, preferences and limitations
applicable to each class, the variations and rights, preferences and limitations
determined for each series, and the authority of the Board to determine
variations for future series, and shall inform the shareholder, in a conspicuous
statement, that the corporation will furnish the shareholder a full statement of
such information on request and without charge. If there are any restrictions on
the transfer of such shares imposed by the Corporation or by an agreement
between or among the corporation and the shareholders, the existence of such
restriction shall be noted conspicuously in that statement.
6.8. Lost, Destroyed or Stolen Certificates. When the
registered owner claims that its certificate for shares has been lost,
destroyed, or wrongfully taken, a new certificate shall be issued in place
thereof if the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser; (b) files with the
Corporation an indemnity bond in such amount as is prescribed by the Board; and
(c) satisfies such other reasonable requirements as the Board may prescribe.
6.9. Consideration for Shares. The shares of the Corporation
may be issued for such consideration as shall be fixed from time to time by the
Board, provided that any shares having a par value shall not be issued for a
consideration less than the par value thereof. The Board may authorize shares to
be issued for consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, promises to perform services evidenced by a written contract, or
other securities of the corporation. When payment of the consideration for which
shares are to be issued shall have been received by the Corporation, such shares
shall be deemed fully paid and nonassessable by the Corporation. No share,
whether
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represented by a certificate or not, shall be issued, and no certificate for any
share shall be issued, until such share is fully paid.
ARTICLE VII
SEAL
7.1. The Board shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the State and the words "Corporate Seal."
ARTICLE VIII
AMENDMENTS
8.1. By Shareholders. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by action of the shareholders at a
meeting of the shareholders duly called and noticed under the provisions of
these Bylaws.
8.2. By Directors. Except as provided herein, these Bylaws may
also be altered, amended or repealed and new Bylaws may be adopted by action of
the Board; provided that no bylaw adopted by the shareholders shall be amended
or repealed by the Board if that bylaw so provides.
8.3. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board, which would be inconsistent with the Bylaws then
in effect but is taken or authorized by affirmative vote of not less than the
number of shares or the number of directors required to amend the Bylaws so that
the Bylaws would be consistent with such action, shall be given the same effect
as though the Bylaws had been temporarily amended or suspended so far, but only
so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE IX
INDEMNIFICATION
9.1. Mandatory Indemnification. The Corporation shall, to the
fullest extent permitted by law, indemnify any person set forth in Section 9.2
against any liability (including but not limited to any obligation to pay a
judgment, settlement, penalty, fine, or excise tax assessed with respect to an
employee benefit plan), and any expense (including but not limited to counsel
fees), and the Corporation shall advance to such person any reasonable expense,
where such liability or expense is incurred by such person in connection with
any proceeding. "Proceeding" for purposes of this Article IX shall include any
threatened, pending or completed action, suit or proceeding of any nature,
whether civil, criminal, administrative or investigative. Such rights of
indemnification and the advancement of expenses shall inure to the benefit of
the heirs, executors, administrators and personal representatives of such a
person and shall not be deemed exclusive of any other rights to indemnification
against liabilities or the advancement of expenses to which a party may be
entitled under any written agreement, board resolution, vote of shareholders or
law. The Corporation shall take any affirmative action necessary to effect such
indemnification or advancement of expenses under
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the requirements of applicable law, including, without limitation, the
requirements of Sections 607.0850(2), 607.0850(4) and 607.0850(5), Florida
Statutes.
9.2. Indemnities. The mandatory indemnification provided for
in Section 9.1 is available to any person who was or is a party or threatened to
be made a party to any proceeding by reason of the fact that the person is or
was a director, officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of any other corporation or enterprise, with respect to liabilities and
expenses arising from such proceeding.
9.3. Permissive Supplementary Benefits. The Corporation may,
but shall not be required to, supplement the rights of indemnification and
advancement of expenses under this Article IX by (a) purchasing insurance on
behalf of any one or more of such persons, whether or not the Corporation would
be obligated to indemnify or advance expenses for such person under this Article
IX, (b) entering into individual or group indemnification agreements with any
one or more of such persons, and (c) advancing related expenses to such a
person.
9.4. Amendment. This Article IX may be amended or repealed
only by action of the shareholders and not by action of the Board.
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