Exhibit 4(b)(3)
MANAGED CARE SOLUTIONS, INC.
CONFORMED BYLAWS
(as amended through March 1, 1996)
ARTICLE I
CORPORATE OFFICES
Section 1. Delaware Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Dover, County of
Kent.
Section 2. Other offices. The corporation may also have offices at
such other places, both within and outside the state of Delaware, as the board
of directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any purpose
may be held at such time and place, within or outside the state of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 1985, shall be held on the second Monday of September
if not a legal holiday, or if a legal holiday, then on the following business
day, at 10 a.m. local time, or at such other date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting, at which the stockholders shall elect a board of directors and
transact such other business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
whole board of directors, or at the request in writing of stockholders owning a
majority of the capital stock of the corporation outstanding and entitled to
vote. 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.
Section 4. Notice. Written notice of a meeting, annual or special,
stating the place, date and hour of the meeting, and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting, not less than ten nor more than sixty days, or if a vote of
stockholders on a merger or consolidation is one of the stated
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purposes of the meeting, not less than twenty nor more than sixty days, before
the date of the meeting.
Section 5. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall prepare or cause to be prepared and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section 6. Quorum. The holders of a majority of the stock outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the transaction of
business, except as otherwise required by law or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at a
meeting of stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. 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. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. Required Vote. Each election of directors or others shall
be determined by a plurality vote, and, except as otherwise required by law or
by the certificate of incorporation, each other matter shall be determined by
the affirmative vote of a majority of the shares present in person or
represented by proxy.
Section 8. Voting. Unless otherwise required by law or by the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.
Section 9. Action by Written Consent. Unless otherwise provided in
the certificate of incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action that may be taken at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action
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at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors that shall
constitute the whole board shall be eight. Directors shall be elected at annual
meetings of stockholders, except as provided in section 2 of this article, and
each director shall hold office until a successor is elected and qualified or
until that director's earlier resignation or removal. Directors need not be
stockholders.
Section 2. Vacancies. Except as otherwise required by law or by the
certificate of incorporation, any vacancy on the board of directors, including a
newly-created directorship, may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.
Notwithstanding the foregoing, if any of the directors of the corporation in
office (i) immediately following the distribution to stockholders of the
corporation on a share-for-share basis of all of the outstanding shares of
Medicus Systems Software, Inc. (the "Distribution"), and (ii) prior to the
mergers of wholly-owned subsidiaries of the corporation into Managed Care
Solutions, Inc., Ventana Health Systems, Inc. and Arizona Health Concepts, Inc.
(the "Mergers"), shall cease for any reason to serve as a director of the
corporation at any time prior to the next annual meeting of stockholders of the
corporation following the effective date of the Mergers, then the resulting
vacancy shall be filled by a majority of the directors referred to in this
sentence then serving as directors. If there are no directors in office, then an
election of directors may be held in the manner provided by law.
Section 3. Powers. The business and affairs of the corporation shall
be managed by or under the direction of the board of directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by law or by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
Section 4. Place of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, either within or
outside the state of Delaware.
Section 5. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following and at the same place as the annual meeting of stockholders. In the
event such meeting is not held at the time and place specified in the preceding
sentence, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the board or
as shall be specified in written waivers signed by all of the directors. Other
regular meetings of the board may be held without notice at such time and at
such place as shall from time to time be determined by the board.
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Section 6. Special Meetings. Special meetings of the board of
directors may be called by the president and shall be called by the president or
secretary on the written request of two directors, on two days' notice to each
director, either personally or by mail or by telegram.
Section 7. Quorum. At any meeting of the board of directors a
majority of the whole board of directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as otherwise required by law or by the certificate of
incorporation. If there is not a quorum at a meeting of the board, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 8. Action by Written Consent. Unless otherwise restricted by
the certificate of incorporation or these bylaws, any action required or
permitted to be taken at a meeting of the board of directors or of any committee
thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the board or committee.
Section 9. Participation with Communications Equipment. Unless
otherwise restricted by law or by the certificate of incorporation or these
bylaws, members of the board of directors, or of any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
of any committee, by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
Section 10. Committees of Directors. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require the seal; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
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authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 11. Minutes of Meetings. Each committee shall keep regular
minutes of its meetings and shall furnish them to the board of directors when
required.
Section 12. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The receipt of such compensation
shall not preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
The directors may be reimbursed for any expenses of attending meetings of the
board of directors and of committees of the board.
ARTICLE IV
NOTICES
Section 1. Method of Giving Notice. Whenever, under any provision of
the statutes or of the certificate of incorporation or of these bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at that person's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time the same is deposited in the
United States mail. Notice to directors may also be given by telegram.
Section 2. Waiver of Notice. Whenever notice is required to be given
under any provision of law or of the certificate of incorporation or of these
bylaws, a written waiver of such notice, signed by the person or persons
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to such notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
ARTICLE V
OFFICERS
Section 1. Offices. The officers of the corporation shall be elected
by the board of directors and shall be a chairman, a president, a vice-
president, a secretary and a treasurer. In addition, the board of directors may
elect additional vice-presidents, and one or more assistant secretaries,
assistant treasurers and other subordinate officers. Any number of offices may
be held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.
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Section 2. Annual Election. The board of directors at its first
meeting after each annual meeting of stockholders shall elect a president, one
or more vice-presidents, a secretary and a treasurer. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be.
Section 3. Additional Officers. The board of directors may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.
Section 4. Compensation of Officers. The compensation of all officers
and agents of the corporation shall be fixed by or under the direction of the
board of directors.
Section 5. Term of Office and Vacancy. Each officer shall hold office
until a successor is chosen and qualifies or until the officer's earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
Section 6. Chairman. The chairman shall preside at all meetings of
stockholders and the board of directors, and shall have the general powers and
duties of supervision of the management of the business and affairs of the
corporation and its officers and agents. He shall have the power to execute
bonds, mortgages and other contracts, agreements and instruments, except where
required or permitted by law to be otherwise signed and executed, and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
Section 7. President. The president shall have general and active
management of the business and affairs of the corporation and shall see that all
orders and resolutions of the board of directors and the chairman are carried
into effect. In the absence of the chairman or in the event of his disability,
the president shall perform the duties of the chairman, and when so acting,
shall have the power of and be subject to all the restrictions upon the
chairman. In addition, the president shall have the power to execute bonds,
mortgages and other contracts, agreements and instruments, except where required
or permitted by law to be otherwise signed and executed, except where the
chairman elects to exercise such power as the chief executive officer of the
corporation and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.
Section 8. Vice-Presidents. In the absence of the president or in the
event of the disability of the president, the vice-president (or if there be
more than one, the vice-presidents in the order designated, or in the absence of
any designation, then in the order of their most recent election) shall perform
the duties of the president and when so acting shall have all the powers of and
be subject to all the restrictions upon the president. The vice-president shall
perform such other duties and have such other powers as the board of directors
or the president may from time to time prescribe.
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Section 9. General Counsel. The General Counsel shall serve the
corporation in the capacity of general counsel and general legal adviser and
shall perform such other duties and have such other powers as the board of
directors or the chairman may from time to time prescribe.
Section 10. Secretary. The secretary shall (a) attend all meetings of
the board of directors and all meetings of the stockholders and record all of
the proceedings of the meetings of the board of directors and of the
stockholders in a book to be kept for that purpose and perform like duties for
the standing committees when required, (b) give, or cause to be given, notice of
all special meetings of the board of directors and all meetings of the
stockholders and (c) shall perform such other duties as may be prescribed by the
board of directors or the president, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the corporation and the
secretary, or an assistant secretary, shall have authority to affix it to any
instrument requiring the seal, and when so affixed, the seal may be attested by
the signature of such officer. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by signature.
Section 11. Assistant Secretaries. The assistant secretary (or if
there be more than one, the assistant secretaries in the order determined by the
board of directors, or if there be no such determination, then in the order of
their most recent election or appointment) shall, in the absence of the
secretary or in the event of the disability of the secretary, perform the duties
and exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 12. Treasurer. The treasurer shall (a) have custody of the
corporate funds and securities, (b) keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, (c) deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors, (d) disburse
the funds of the corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, (e) render to the president and the
board of directors, at its regular meetings, or when the board of directors so
requests, an account of all the transactions of the treasurer and of the
financial condition of the corporation, (f) if requested by the board of
directors, give the corporation a bond (which shall be renewed every six years)
in such sum and with such surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the duties of office and for
the restoration to the corporation, in case of the death, resignation,
retirement or removal from office of the treasurer, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation, and (g) perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 13. Assistant Treasurers. The assistant treasurer (or if
there shall be more than one, the assistant treasurers in the order determined
by the board of directors, or if there be no such determination, then in the
order of their most recent election or appointment) shall, in the absence of the
treasurer or in the event of the disability of the treasurer, perform the duties
and
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exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 14. Vice Chairman. The vice chairman, in the absence of the
chairman, shall preside at all meetings of stockholders and directors, and shall
possess the same power as the chairman to sign all certificates, bonds,
mortgages, contracts and other instruments of the corporation which may be
authorized by the board of directors. During the absence or disability of the
chairman, he shall exercise all the power and discharge all the duties of the
chairman and shall perform all such other duties as are incident to his office
or are properly required of him by the board of directors.
ARTICLE VI
STOCK CERTIFICATES
Section 1. Right of Holder to Certificate. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of the corporation by, the chairman, the president or a vice-president and
the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by the
holder in the corporation.
Section 2. Facsimile Signatures. Any or all of the signatures on the
certificate may be facsimile. In the event any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if he were such officer at the date of
issue.
Section 3. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issuance 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, stolen or destroyed certificate or
certificates, or the legal representation of the owner, to advertise the same in
such manner as it shall require 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 in connection with the certificate alleged to have been lost, stolen
or destroyed, or both.
Section 4. Registration of Transfers. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, the corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its stock records.
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Section 5. Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
Section 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered in its stock records as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.
ARTICLE VII
OTHER PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the certificate of
incorporation and requirements of law.
Section 2. Signatures on Checks and Notes. All checks or demands for
money and notes of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may from time to time
designate.
Section 3. Fiscal Year. The fiscal year of the corporation shall end
on the last day of May.
Section 4. Seal. The corporate seal shall be inscribed with the name
of the corporation and the words "Corporate Seal" and "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced.
Section 5. Indemnification of Directors, Officers and Others. Each
person who is or was a director or officer of the corporation or a subsidiary of
the corporation and each person who serves or served at the request of the
corporation as a director or officer (or equivalent) of another corporation,
partnership, joint venture, trust or other enterprise (and the heirs, executors,
administrators and estates of any such persons), shall be indemnified by the
corporation in accordance with, and to the fullest extent authorized by, the
provisions of the General
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Corporation Law of the State of Delaware as it may from time to time be amended,
except as to any action, suit or proceeding brought by or on behalf of the
director or officer of the corporation without prior approval of the board of
directors. Each person who is or was an employee or agent of this corporation,
and each person who serves or has served as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, may be
similarly indemnified at the discretion of the board of directors. The
indemnification provided by this Section 5 shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office. The corporation shall have power to purchase and
maintain insurance on behalf of any person who 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 another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this bylaw or the
Delaware General Corporation Law.
ARTICLE VIII
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the stockholders or by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new bylaws was contained in
the notice of such special meeting.
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