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EXHIBIT 3.6
BYLAWS
OF
EMSA SOUTH BROWARD, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
EMSA South Broward, Inc. (the "Corporation") for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held at such place, either within or without the State of
Florida, on such date, and at such time, as the Board of Directors of the
Corporation (the "Board of Directors") may by resolution provide, or if the
Board of Directors falls to provide, then such meeting shall be held at the
principal office of the Corporation at 10:00 a.m., local time, on the fourth
Tuesday of April of each year, if not a legal holiday under the laws of the
State of Florida, and if a legal holiday, on the next succeeding business day.
The Board of Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.
Section 2. Special Meetings. Special meetings of the shareholders of
the Corporation may be called at any time by the Chairman of the Board of
Directors or by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the entire Board of Directors. A special
meeting called by the Board of Directors shall be held at such place, either
within or without the State of Florida, as is stated in the notice thereof. A
special meeting called at the demand of the shareholders pursuant to this
Section 2 shall be held at such place in the State of Florida as is stated in
the notice thereof.
Section 3. Notice of Meetings. A written or printed notice stating the
date, time and place of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary of the Corporation to each holder of record of stock of
the Corporation at the time entitled to vote, at his address as it appears upon
the records of the Corporation, not less than ten nor more than 60 days prior to
such meeting. If the Secretary falls to give such notice within 20 days after
the call of a meeting, the person calling or requesting such meeting, or any
person designated by them, may give such notice. Notice of such meeting may be
waived in writing by any shareholder before or after the meeting. Notice of any
adjourned meeting of the shareholders shall not be required if the date, time
and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, unless the Board of Directors sets a new record
date for such meeting in which case notice shall be given in the manner provided
in this Section 3.
Section 4. Quorum and Shareholder Vote. A quorum for action on any
subject matter at any annual or special meeting of shareholders shall exist when
the holders of shares entitled to vote a majority of the votes entitled to be
cast on such subject matter are represented in person or by proxy at such
meeting. If a quorum is present, the affirmative vote of such number of shares
as is required
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by the Florida Business Corporation Act (as in effect at the time the vote is
taken), for approval of the subject matter being voted upon, shall be the act of
the shareholders, unless a greater vote is required by the Articles of
Incorporation or these Bylaws. If a quorum is not present, a meeting of
shareholders may be adjourned from time to time by the vote of shares having a
majority of the votes of the shares represented at such meeting, until a quorum
is present. When a quorum is present at the reconvening of any adjourned
meeting, and if the requirements of Section 3 of this Article I have been
observed, then any business may be transacted at such reconvened meeting in the
same manner and to the same extent as it might have been transacted at the
meeting as originally noticed.
Section 5. Proxies. A shareholder may vote either in person or by proxy
duly executed in writing by the shareholder. Unless written notice to the
contrary is delivered to the Corporation by the shareholder, a proxy for any
meeting shall be valid for any reconvention of any adjourned meeting.
Section 6. Conduct of Shareholders' Meetings. The President shall
preside at shareholders' meetings and shall establish such reasonable,
procedures for the conduct of shareholders' meetings as such officer deems to be
necessary or appropriate, subject to the authority of the Board of Directors to
appoint a different presiding, officer and to establish additional or different
procedures.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors, subject to any
restrictions imposed by law, by the Articles of Incorporation, by these Bylaws
or by agreements among the shareholders that are otherwise lawful.
Section 2. Number and Term of Directors. The number of directors shall
be such number as is provided for in the Articles of Incorporation or as is
elected by the shareholders from time to time and shall be reduced upon the
resignation of any director to the number still in office. Unless otherwise
permitted by the Florida Business Corporation Act, directors shall be natural
persons who are 18 years of age or older. At each annual meeting the
shareholders shall elect the directors, who shall serve until their successors
are elected and qualified; provided that at any shareholders' meeting with
respect to which notice of such purpose has been given, the entire Board of
Directors or any individual director may be removed, with or without cause, by
the affirmative vote of the holders of a majority of the shares entitled to vote
at an election of directors.
Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice.
The Board of Directors may hold regular meetings in accordance with such
schedule as may be established by the Board of Directors, and no notice of such
regular meetings need be given. Special meetings of the Board of Directors may
be called by the Chairman of the Board or by any Director, and written notice of
the date, time and place of such meetings shall be given by each director by
first class mail at least seven days before the meeting or by telephone,
telegraph or cablegram or in person at least two days before the meeting. Any
director may waive notice required to be given of a meeting, either before or
after the meeting, and shall be deemed to have waived notice if he is present at
or participates in
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such meeting unless the director at the beginning of the meeting (or promptly
upon the director's arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be stated in the notice or waiver
of notice of such meeting. Any meeting may be held at any place within or
without the State of Florida.
Section 4. Quorum; Vote Requirement. A majority of the number of
directors fixed in accordance with Section 2 of this Article II shall constitute
a quorum for the transaction of business at any meeting. When a quorum is
present, the vote of a majority of the directors present shall be the act of the
Board of Directors, unless a greater vote is required by law, by the Articles of
Incorporation or by these Bylaws.
Section 5. Action of Directors Without a Meeting. Any action required
by law to be taken at a meeting of the Board of Directors, or any action which
may be taken at a meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if written consent, setting forth the
action so taken, shall be signed by all the Directors, or all the members of the
committee, as the case may be, and be filed with the minutes of the proceedings
of the Board of Directors or the committee. Such consent shall have the same
force and effect as a unanimous vote of the Board or the committee, as the case
may be.
Section 6. Committees. The Board of Directors may, in its discretion,
appoint committees, each consisting of one or more directors, which shall have
and may exercise such delegated powers as shall be conferred on or authorized by
the resolutions appointing them, subject to such limitations as may be imposed
from time to time by the Florida Business Corporation Act. A majority of any
such committee may determine its action, fix the date, time and place of its
meetings and determine its rules of procedure. Each committee shall keep minutes
of its proceedings and actions and shall report regularly to the Board of
Directors. The Board of Directors shall have power at any time to fill vacancies
in, change the membership of, or discharge any such committee.
Section 7. Removal. Any or all Directors may be removed from office at
any time with or without cause.
Section 8. Vacancies. A vacancy occurring in the Board of Directors by
reason of the removal of a director by the shareholders shall be filled by the
shareholders, or, if authorized by the shareholders, by the remaining directors.
Any other vacancy occurring in the Board 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, or by the sole remaining director, as the case
may be, or, if the vacancy is not so filled, or if no director remains, by the
shareholders. A director elected to fill a vacancy shall serve for the unexpired
term of his predecessor in office.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a
Chief Executive Officer, President, a Secretary and a Treasurer and such other
officers or assistant officers as may be elected by the Board of Directors. Any
two offices may be held by the same person.
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Section 2. Chief Executive Officer. The Chief Executive Officer shall
be the chief operating officer of the Corporation. He shall, under the direction
of the Board of Directors, supervise the management of the day-to-day business
of the Corporation. He shall have such further powers and duties as from time to
time may be conferred on him by the Board of Directors. In the absence of the
Chairman of the Board, the Chief Executive Officer shall preside at all meetings
of the shareholders.
Section 3. President. The President shall generally assist the Chief
Executive Officer and perform such other duties as the Board of Directors or the
Chief Executive Officer shall prescribe, and in the absence or disability of the
Chief Executive Officer, shall perform the duties and exercise the powers of the
Chief Executive Officer.
Section 4. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.
Section 5. Secretary. The Secretary shall keep the minutes of the
meetings of the shareholders and the directors and shall have custody of and
attest the seal of the corporation.
Section 6. Other Duties and Authorities. Each officer, employee and
agent shall have such other duties and authorities as may be conferred on them
by the Board of Directors.
Section 7. Removal. Any officer may be removed at any time by the Board
of Directors. A contract of employment for a definite term shall not prevent the
removal of any officer, but this provision shall not prevent the making of a
contract of employment with any officer and shall have no effect upon any cause
of action which any officer may have as a result of removal in breach of a
contract of employment.
ARTICLE IV
DEPOSITORIES, SIGNATURE AND SEAL
Section 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such depository or depositories as
the Board may designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents as the Board of Directors may
from time to time authorize.
Section 2. Contracts. All contracts and other instruments shall be
signed on behalf of the Corporation by the Chief Executive Officer or President
or by such other officer, officers, agent or agents, as the Chief Executive
Officer or President shall designate from time to time or as the Board of
Directors from time to time may by resolution provide.
Section 3. Seal. The seal of the Corporation shall be as follows:
The seal may be manually affixed to any document or may be lithographed
or otherwise printed on any document with the same force and effect as if it had
been affixed manually. The
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signature of the Secretary or Assistant Secretary shall attest the seal and may
be a facsimile if and to the extent permitted by law.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The shares of stock of
the Corporation shall be represented by certificates in such form as may be
approved by the Board of Directors, which certificates shall be issued to the
shareholders of the Corporation in numerical order from the stock book of the
Corporation, and each of which shall bear the name of the Corporation and state
that it is organized under the laws of the State of Florida, the name of the
shareholder, the number and class (and the designation of the series, if any) of
the shares represented, and which shall be signed by the President and by the
Secretary of the Corporation.
Section 2. Transfers of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or such shareholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "Canceled" and filed with the permanent stock
records of the Corporation. The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS
Section 1. Actions Other Than Those by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation (or such other corporation or organization), and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Section 2. Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,
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pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against expenses and amounts paid in
settlement not exceeding, in the judgment of the Board of Directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made under this Section 2 in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 3. Successful Defense of Action. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any proceeding referred to in Sections 1 or 2 of this
Article VI, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
Section 4. Determination Required. Any indemnification under Sections 1
or 2 of this Article VI, unless pursuant to a determination by a court, shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made: (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such proceeding; (ii) if such quorum is not obtainable or,
even if obtainable, by a majority vote of a committee duly designated by the
Board of Directors (in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to the
proceeding; (iii) by independent legal counsel selected by the Board of
Directors as described in (i) above or a committee as described in (ii) or,
otherwise, by majority vote of the full Board of Directors (in which directors
who are parties may participate); or (iv) by the shareholders by a majority vote
a quorum consisting of shareholders who were not parties to such proceeding or,
if no such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.
Section 5. Advances for Expenses of Directors. Expenses incurred by an
officer or director in defending or investigating any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VI.
Such expenses incurred by employees or agents who are not officers or directors
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The right provided in the first sentence of this Section 5 is
a contract right.
Section 6. Indemnification Not Exclusive. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred
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in this Article VI shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the Articles of
Incorporation, provision of these Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.
Section 7. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder or any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendment. Except as set forth below, the Board of Directors
may amend or repeal these Bylaws or adopt new bylaws by the affirmative vote of
a majority of all directors then holding office, (i) except to the extent the
Articles of Incorporation or the Florida Business Corporation Act reserves such
power exclusively to the shareholders or (ii) unless the shareholders in
amending or repealing a particular bylaw provide expressly that the Board of
Directors may not amend or repeal that bylaw. The shareholders may amend or
repeal these Bylaws or adopt new bylaws even though these Bylaws may also be
amended or repealed by the Board of Directors.
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