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Exhibit 3.68
BYLAWS
OF
SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.
ARTICLE I
MEETING OF SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders
shall be held at such time and place, either within or without this State, as
may be designated from time to time by the directors.
2. Special Meetings. Special meetings of the shareholders may
be called by the president, a majority of the board of directors, or by the
holders of not less than ten percent (10%) of all the shares entitled to vote at
such meeting. The place of said meetings shall be designated by the directors.
3. Notice of Shareholder Meetings. Written notice stating the
date, time, and place 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 mail by or at the direction of the president, secretary,
officer, or person calling the meeting to each shareholder entitled to vote at
the meeting. Such notice shall be delivered not less than ten (10) days nor more
than two (2) months before the date of the meeting, and shall be deemed to be
delivered when deposited in the United States mail postpaid and correctly
addressed (if mailed), or upon actual receipt (if hand-delivered). The person
giving such notice shall certify that the notice required by this paragraph has
been given.
4. Quorum Requirements. A majority of the shares entitled to
vote shall constitute a quorum for the transactions of business. Once a share is
represented for any purpose at a meeting, it shall be deemed present for quorum
purposes for the remainder of the meeting and
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for any adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting.
5. Voting and Proxies. If a quorum exists, action on a matter
(other than the election of Directors) shall be approved if the votes favoring
the action exceed the vote opposing the action. A shareholder may vote his or
her shares either in person or by written proxy, which proxy is effective when
received by the secretary or other person authorized to tabulate votes. No proxy
shall be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
ARTICLE II
BOARD OF DIRECTORS
1. Qualification and Election. Directors need not be
shareholders or residents of this State. They shall be elected by a plurality of
the votes cast at a meeting at which a quorum is present. Each director shall
hold office until the expiration of the term for which the director is elected,
and thereafter until his successor has been elected and qualified.
2. Number. The number of directors shall be fixed from time to
time by either the shareholders or by the board of directors.
3. Meetings. The board of directors shall hold such regular
and special meetings as it from time to time decides. These meetings may be
either in person or by conference call. Special meetings may be called at any
time by the chairman of the board, president, or any two (2) directors.
4. Notice of Directors' Meetings. All regular board meetings
may be held without notice. Special meetings shall be preceded by at least two
(2) days notice of the date, time, and place of the meeting. Notice of an
adjourned meeting need not be given if the time and place to which the meeting
is adjourned are fixed at the meeting at which the adjournment is taken,
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and if the period of adjournment is taken, and if the period of adjournment does
not exceed one (1) month in any one adjournment.
5. Quorum and Vote. The presence of a majority of the
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the board.
6. Executive and Other Committees. The board of directors, by
a resolution adopted by a majority of its members, may create one or more
committees, consisting of one or more directors, and may delegate to such
committee or committees any and all such authority as is permitted by law.
ARTICLE III
OFFICERS
1. Number. The corporation shall have a president and a
secretary, and such other officers as the board of directors shall from time to
time deem necessary. Any two or more offices may be held by the same person,
except the offices of president and secretary.
2. Election and Term. The officers shall be elected by the
board of directors. Each officer shall serve at the pleasure of the board until
such officers resignation or removal.
3. Duties. All officers shall have such authority and perform
such duties in the management of the corporation as are normally incident to
their offices and as the board of directors may from time to time provide.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any
time by giving written notice to the chairman of the board, the president, or
the secretary. Any such resignation shall take effect at the time specified
therein, or, if no time is specified, then upon its delivery.
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2. Removal of Officers. Any officer or agent may be removed by
the board at any time with or without cause.
3. Removal of Directors. Any or all of the directors may be
removed either with or without cause by a proper vote of the shareholders.
4. Vacancies. Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in any office or
directorship for any reason, including removal of an officer or director, may be
filled by the vote of a majority of the directors then in office, even if less
than a quorum exists.
ARTICLE V
CAPITAL STOCK
1. Stock Certificates. Every shareholder shall be entitled to
a certificate or certificates of capital stock of the corporation in such form
as may be prescribed by the board of directors. Unless otherwise decided by the
board, such certificates shall be signed by the president and the secretary of
the corporation.
2. Transfer of Shares. Shares of stock may be transferred on
the books of the corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions or transfer imposed by either the
applicable securities laws or any shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation,
or destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the board of directors shall prescribe.
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ARTICLE VI
ACTION BY CONSENT
Whenever the shareholders or directors are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by all the persons
or entities entitled to vote thereon. The affirmative vote of the number of
shares or directors that would be necessary to take such action at a meeting
shall be the act of the shareholders or directors, as the case may be.
ARTICLE VII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed either by
the shareholders or the board of directors as provided by statute. Any change in
the bylaws made by the board of directors, however, may be amended or repealed
by the shareholders.
CERTIFICATION
I certify that these initial bylaws for the corporation were
duly adopted as of the ___ day of ________, 19__.
/s/ W. Dale Amburn
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W. DALE AMBURN, INCORPORATOR
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