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Exhibit 3.76
BYLAWS
OF
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
ARTICLE I
Offices
The principal office shall be in the City of Tampa, County of
Hillsborough, and State of Florida.
The corporation may also have offices at such other places both within
and without the State of Florida as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall
be held within the three (3) month period beginning with the first day of the
last month of the fiscal year of the corporation for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting; the actual day thereof to be set forth in the Notice of Meeting or in
the Call and Waiver of Notice of Meeting. If the election of Directors shall not
be held at any such annual meeting of the stockholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by law or by the Articles
of Incorporation, may be called by the President or by the Board of Directors,
and shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors then in office, or at the request in writing
of stockholders owning not less than one-tenth (1/10th) of the entire capital
stock of the corporation issued and outstanding and entitled to vote thereat.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice thereof.
Section 3. Place of Meeting. The Board of Directors may designate any
place either within or without the State of Florida, unless otherwise prescribed
by law or by the Articles of Incorporation, as the place of meeting for any
annual meeting or for any special meeting of the stockholders. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place either within or without the State of Florida, unless otherwise
prescribed by law or by the Articles of Incorporation, as the place for the
holding of such meeting. If no designation is made or if a special meeting be
otherwise called, the place of meeting shall be the principal office of the
corporation in the State of Florida.
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Section 4. Notice of Meeting. Written or printed notice 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 not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either by hand delivery, express or other delivery service, telecopier,
telegram, telex, mailgram, cablegram or other delivery method or by first-class
mail, by or at the direction of the President or the Secretary, or the officer
or persons calling the meeting, to each stockholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his
business or home address of the stockholder's address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
Section 5. Waiver of Notice of Meeting. Whenever any notice to a
stockholder is required pursuant to the provisions of Section 4 hereinabove,
each stockholder may waive such notice in writing at any time before or after
the time for the delivery of such notice, and such written waiver of notice
shall be equivalent to the giving of such notice. Attendance at any meeting by
any stockholder to whom notice of such meeting must be given pursuant to the
provisions of Section 4 hereinabove shall constitute a waiver of notice of such
meeting by such stockholder, except when the stockholder attends such meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business at the meeting because the meeting is not lawfully
called or convened.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof arranged in
alphabetical order, with the address and the number and class and series of
shares held by each; which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the principal office of the corporation and
shall be subject to inspection of any stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer books or to
vote at any meeting of the stockholders.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, unless otherwise provided in
the Articles of Incorporation, but in no event shall a quorum consist of less
than one-third (1/3) of the shares entitled to vote at the meeting. If less than
a majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 8. Voting of Shares. Each stockholder entitled to vote shall at
every meeting of the stockholders be entitled to one (1) vote in person or by
proxy, signed by him, for each share of the voting stock held by him that has
been transferred on the books of the corporation prior to such meeting. Such
right to vote shall be subject to the right of the Board of Directors to close
the transfer books or to fix a record date for voting stockholders pursuant to
the provisions of Article VIII hereinafter.
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Section 9. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy, executed in writing by the stockholder or by his duly authorized
attorney-in-fact; but no proxy shall be valid after eleven (11) months from its
date, unless the proxy provides for a longer period. Such proxies shall be filed
with the Secretary of the corporation before or at the time of the meeting.
Section 10. Informal Action by Stockholders.
(a) Any action which may be taken or is required by law to be
taken at any annual or special meeting of the stockholders may be taken
without a meeting and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of a majority
of the outstanding stock of the corporation. If any class of stock is
entitled to vote thereon as a class, such written consent shall be
required of the holders of a majority of the stock of each class of
stock entitled to vote as a class thereon and of the total stock
entitled to vote thereon.
(b) Unless all of the holders of the outstanding stock of the
corporation have signed a written consent to an action in accordance
with the provisions of paragraph (a) hereinabove, then within ten (10)
days after obtaining such written consent notice must be given to those
stockholders who have not so consented in writing. The notice shall
fairly summarize the material features of the authorized action, and,
if the action be a merger, consolidation, or sale or exchange of assets
for which dissenters' rights are provided by Florida law, the notice
shall contain a clear statement of the right of stockholders dissenting
therefrom to be paid the fair value of their shares upon compliance
with Florida law regarding the rights of dissenting stockholders.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be not less than one (1), nor more than fifteen (15);
the number of the same to be fixed by the stockholders at any annual or special
meeting. Each Director shall hold office until the next annual meeting of
stockholders or until his successor has been elected, unless sooner removed by
the stockholders at any general or special meeting. None of the Directors need
be residents of the State of Florida.
Section 3. Annual Meeting. After each annual meeting of stockholders,
the Board of Directors shall hold its annual meeting at the same place as and
immediately following such annual meeting of stockholders for the purpose of the
election of officers and the transaction of such other business as may come
before the meeting; and if a majority of the Directors be present at such place
and time, no prior notice of such meeting shall be required to be given to the
Directors. The place and time of such meeting may also be fixed by written
consent of the Directors.
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Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall be determined
from time to time by the Board of Directors.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if there be one, or the President or
any two (2) Directors. The person or persons authorized to call special meetings
of the Board of Directors may fix the place, time and date for holding any
special meetings of the Board of Directors called by them.
Section 6. Notice of Meeting or Waiver Thereof. Notice of any special
meeting shall be given at least two (2) days prior thereto by written notice
delivered personally or mailed to each Director at his business or home address.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. If notice is given by cablegram, such notice
shall be deemed to be delivered when the cablegram is dispatched. Any Director
may waive notice of such meeting either before, at or after such meeting. The
attendance of 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. Notice need not specify the purpose of any meeting.
Section 7. Quorum. A majority of the Directors shall constitute a
quorum, but a smaller number may adjourn from time to time without further
notice until a quorum is secured.
Section 8. Manner of Acting. The act of a majority of the Directors
voting for or against, (disregarding any abstentions) at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors,
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 less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
Section 10. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, or a stated salary as Directors. No payment
shall preclude any Director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 11. Presumption of Assent. A Director who is present at a
meeting at which action on any corporate matter is taken shall be presumed to
have assented to the action taken, unless he votes against such action or
abstains from voting in respect thereto. A Director may abstain from voting on
any matter in his sole discretion.
Section 12. Informal Action by Board. Any action required or permitted
to be taken by any provisions of law, of the Articles of Incorporation or these
bylaws at any meeting of the Board of
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Directors or of any committee thereof may be taken without a meeting if, prior
to such action, a written consent thereto is signed by all members of the Board
or of such committee, as the case may be, setting forth the actions so to be
taken and filed in the minutes of the proceedings of the Board or of the
committee.
Section 13. Telephonic Meetings. Members of the Board of Directors or
an executive committee shall be deemed present at a meeting of such Board or
committee if a conference telephone, or similar communications equipment, by
means of which all persons participating in the meeting can hear each other at
the same time, is used.
Section 14. Removal. Any director may be removed, with or without
cause, by the stockholders at any general or special meeting of the stockholders
whenever, in the judgment of the stockholders, the best interest of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person removed. This bylaw shall not be
subject to change by the Board of Directors.
ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. The Board of Directors may also elect a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers and such other officers as the Board of Directors shall
deem appropriate. Any two (2) or more offices may be held by the same person.
Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first meeting after
each annual meeting of stockholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in its judgment,
the best interest of the corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Duties of Officers. The Chairman of the Board of the
corporation, or the President if there shall not be a Chairman of the Board,
shall preside over all meetings of the Board of Directors and of the
stockholders, which he shall attend. The President shall be the chief executive
officer of the corporation. Subject to the foregoing, the officers of the
corporation shall have such powers and duties as usually pertain to their
respective offices and such additional powers and duties
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specifically conferred by law, by the Articles of Incorporation, by these
bylaws, or as may be assigned to them from time to time by the Board of
Directors.
Section 6. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
Section 7. Delegation of Duties. In the absence of or disability of any
officer of the corporation or for any other reason deemed sufficient by the
Board of Directors, the Board may delegate his powers or duties to any other
officer or to any other Director for the time being.
ARTICLE V
Executive and Other Committees
Section 1. Creation of Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate an Executive
Committee and one (1) or more other committees, each to consist of one (1) or
more of the Directors of the corporation.
Section 2. Executive Committee. The Executive Committee, if there shall
be one, shall consult with and advise the officers of the corporation in the
management of its business and shall have and may exercise, to the extent
provided in the resolution of the Board of Directors creating such Executive
Committee, such powers of the Board of Directors as can be lawfully delegated by
the Board.
Section 3. Other Committees. Such other committees shall have such
functions and may exercise the powers of the Board of Directors, as can be
lawfully delegated, and to the extent provided in the resolution or resolutions
creating such committee or committees.
Section 4. Meetings of Committees. Regular meetings of the Executive
Committee and other committees may be held without notice at such time and at
such place as shall from time to time be determined by the Executive Committee
or such other committees, and special meetings of the Executive Committee or
such other committees may be called by any member thereof upon two (2) days'
notice to each of the other members of such committee; or on such shorter notice
as may be agreed to in writing by each of the other members of such committee,
given either personally or in the manner provided in Section 6 of Article III of
these bylaws (pertaining to notice for Directors' meetings).
Section 5. Vacancies on Committees. Vacancies on the Executive
Committee or on such other committees shall be filled by the Board of Directors
then in office at any regular or special meeting.
Section 6. Quorum of Committees. At all meetings of the Executive
Committee or such other committees, a majority of the committee's members then
in office shall constitute a quorum for the transaction of business.
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Section 7. Manner of Acting of Committees. The acts of a majority of
the members of the Executive Committee or such other committees present at any
meeting at which there is a quorum shall be the act of such committee.
Section 8. Minutes of Committees. The Executive Committee, if there
shall be one, and such other committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.
Section 9. Compensation. Members of the Executive Committee and such
other committees may be paid compensation in accordance with the provisions of
Section 10 of Article III (pertaining to compensation of Directors).
ARTICLE VI
Indemnification and Advancement of Expenses for Directors,
Officers, Employees and Agents
The corporation shall indemnify and advance expenses to any person who
was or is a party to any proceeding or threatened proceeding by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation; subject in
each instance to satisfaction of all applicable requirements under Chapter 607,
Florida Statutes.
Additionally, the corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, as it may desire, subject, however, to the restrictions
contained in Chapter 607, and in particular Section607.014(7), Florida Statutes.
ARTICLE VII
Certificates of Stock
Section 1. Certificates for Shares. Every holder of stock in the
corporation shall be entitled to have a certificate signed by the President or a
Vice President and the Secretary or an Assistant Secretary exhibiting the
holder's name and certifying the number of shares owned by him in the
corporation. The certificates shall be numbered and entered in the books of the
corporation as they are issued.
Section 2. Transfer of Shares. Transfers of shares of the corporation
shall be made upon its books by the holder of the shares in person or by his
lawfully constituted representative upon surrender of the certificate of stock
for cancellation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes, and the corporation shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person
whether or not it shall have express or other notice thereof, save as expressly
provided by the laws of the State of Florida.
Section 3. Facsimile Signature. Where a certificate is manually signed
on behalf of a transfer agent or a registrar other than the corporation itself
or an employee of the corporation, the signature of any such President, Vice
President, Secretary or Assistant Secretary may be a facsimile.
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In case any officer or officers who have signed or whose facsimile signature or
signatures shall cease to be such officer or officers of the corporation, such
certificate or certificates may, nevertheless, be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
Section 4. Lost Certificates. The Board of Directors may direct that a
new certificate or certificates be issued in place of any certificate or
certificates theretofore by the corporation and alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates or his legal representative to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE VIII
Record Date
The Board of Directors is authorized from time to time to fix in
advance a date, not more than sixty (60) nor less than ten (10) days before the
date of any meeting of stockholders, or not more than sixty (60) days prior to
the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion of or exchange of stock shall
go into effect, or a date in connection with the obtaining of the consent of
stockholders for any purpose, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment, or to exercise the rights in respect of any such change,
conversion or exchange of stock, or to give such consent, as the case may be;
and, in such case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of
and to vote at such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.
ARTICLE IX
Dividends
The Board of Directors may from time to time declare and the
corporation may pay dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by the Articles of
Incorporation and by law. Dividends may be paid in cash, in property or in
shares of stock, subject to the provisions of the Articles of Incorporation and
to law.
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ARTICLE X
Fiscal Year
The fiscal year of the corporation shall be the twelve month period
selected by the Board of Directors as the taxable year of the corporation for
federal income tax purposes.
ARTICLE XI
Seal
The corporate seal shall bear the name of the corporation, which shall
be between two concentric circles, and in the inside of the inner circle shall
be the calendar year of incorporation; an impression of said seal appearing on
the margin hereof.
ARTICLE XII
Stock in Other Corporations
Shares of stock in other corporations held by this corporation shall be
voted by such officer or officers of this corporation as the Board of Directors
shall from time to time designate for the purpose, or by a proxy thereunto duly
authorized by said Board.
ARTICLE XIII
Amendments
These bylaws may be altered, amended, or repealed in whole or in part,
and new bylaws may be adopted by the Board of Directors or by the vote of
stockholders owning a majority of the stock of the corporation entitled to vote
thereon.
ARTICLE XIV
Restrictions on Stock
Section 1. Restrictions. Except as hereinafter provided in Sections 4
and 6, no owner of stock in the corporation or of an interest in such stock,
whether legal or equitable, and whether such owner be an individual, fiduciary,
corporation or other entity, may sell, exchange or otherwise dispose of any such
stock or interest therein during his or her lifetime without the written consent
of the corporation and each of the stockholders of the corporation, or, in the
absence of such written consent, without first offering such stock or interest
therein to the corporation at the same price and upon the same terms and
conditions that said stockholder desires to sell, exchange or otherwise dispose
of such stock or interest therein. The corporation shall have a period of thirty
(30) days after receiving notice of such offer within which to accept such
offer; and if such offer is not accepted by the corporation within said thirty
(30) day period, then the said offer shall be made to the other owners of stock
of the corporation, exercisable by each in proportion to the stock of the
corporation (excluding the stock of
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the selling stockholder) owned by each. The stockholder to whom such offer is
made shall have a period of thirty (30) days thereafter in which to accept such
offer.
Section 2. Term of Restrictions. The restrictions contained in the
foregoing paragraph shall be continuing restrictions applicable at all times to
the outstanding stock of the corporation, and no action by the corporation shall
be deemed to have freed any stock of the corporation or interest therein from
such restrictions, and all subsequent owners of such stock shall take same
subject to these restrictions.
Section 3. Legend on Stock Certificates. All certificates of stock of
the corporation shall bear the following endorsement:
Neither the capital stock represented by this certificate nor
any interest therein may be sold, exchanged or otherwise
disposed of unless the restrictions and provisions contained
in Article XIV of the bylaws of the corporation are first
complied with. A copy of said Article XIV may be obtained at
the office of the corporation.
Section 4. Absence of Restrictions on Certain Gratuitous Transfers of
Stock. Except as provided in any written agreement entered into by the
corporation and its stockholders pursuant to Section 6 hereinafter, there shall
be no restriction whatsoever on any gratuitous transfer of stock by an
individual stockholder during his or her lifetime to or for the benefit of his
or her spouse, lineal descendants or lineal ascendants; provided, however, that
any recipient of stock in the corporation pursuant to a gratuitous transfer in
accordance with this Section 4 shall receive such stock subject to the
restrictions imposed by this Article XIV and shall be bound by all the terms,
duties and obligations imposed by this Article XIV.
Section 5. Negation of Restriction on Transfer of Stock Upon Death.
This Article XIV does not impose any restriction upon a testamentary transfer of
stock in the corporation by an individual stockholder or upon transfer of stock
in the corporation pursuant to applicable laws of intestate succession;
provided, however, that any recipient of stock in the corporation pursuant to a
transfer from a deceased stockholder in accordance with this Section 5 shall
receive such stock subject to the restrictions imposed by this Article XIV and
shall be bound by all the terms, duties and obligations imposed by this Article
XIV.
Section 6. Stock Restriction Agreement Among Stockholders. The
stockholders of the corporation may further implement this Article XIV by
entering into a written agreement among themselves providing for more specific
terms (including a different purchase price) and conditions for the sale of the
stock of a stockholder during his lifetime or upon his death; and, in such
event, the terms (including purchase price) and conditions of sale set forth in
such written agreement shall be controlling and shall take precedence over the
foregoing provisions of this Article XIV; provided, that in no event shall this
Section 6 be applied unless such agreement between the stockholders shall have
been entered into by all the stockholders to which this Article XIV is
applicable and the corporation shall have consented or been a party thereto.
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ARTICLE XV
Reimbursement of Disallowed Expenses
Any payments made to an officer of the corporation such as salary,
commission, bonus, interest or rent or for entertainment expenses incurred by
him which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. It shall be the duty of the Directors,
as a Board, to enforce payment of each such amount disallowed. Reimbursement of
such disallowed amounts may, subject to the determination of the Directors, be
withheld in proportionate amounts from the future compensation payments of the
officer until the amount owed to the corporation has been recovered.
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