EXHIBIT A
BYLAWS
OF
HOME DIALYSIS OF AMERICA, INC.
ARTICLE I
OFFICES AND CORPORATE SEAL
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1. PRINCIPAL OFFICE. The principal office of the corporation shall be
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located at 6420 East Broadway, Suite B-103, Tucson, Arizona 85710.
2. OTHER OFFICES. The corporation may also maintain offices at such other
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place or places as may be designated from time to time by the Board of
Directors, and the business of the corporation may be transacted at such other
offices with the same effect as that conducted at the principal office.
3. CORPORATE SEAL. A corporate seal shall not be requisite to the
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validity of any instrument executed by or on behalf of the corporation, but may
be used.
ARTICLE II
FISCAL YEAR
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1. FISCAL YEAR. The fiscal year of the Corporation shall begin on the
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first day of January and end on the last day of December.
ARTICLE III
SHAREHOLDERS
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1. SHAREHOLDERS' MEETING. All meetings of the shareholders shall be held
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at such place as may be fixed from time to time by the Board of Directors, or in
the absence of direction by the Board of Directors, by the President or
Secretary of the corporation, either within or without the State of Arizona, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
2. ANNUAL MEETINGS. Annual meetings of shareholders shall be held on the
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1st Wednesday in March if not a legal holiday, and if a legal holiday, then on
the next
secular day following, 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 the annual meeting, shareholders shall elect a Board of Directors
and transact such other business as may properly be brought before the meeting.
3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting stating
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the place, date and hour of the meeting shall be given to each shareholder of
record entitled to vote at such meeting not less than ten (10) nor more than
fifty (50) days before the date of the meeting.
4. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
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shareholders, for any purpose or purposes, unless otherwise proscribed by
statute or by the Articles of Incorporation, may be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of shareholders owning a majority in amount of the
entire capital stock of the corporation issued, outstanding, and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
5. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
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stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten (10) nor more than
fifty (50) days before the date of the meeting to each shareholder of record
entitled to vote at such meeting.
6. QUORUM AND ADJOURNMENT. The holders of a majority of the shares
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issued, outstanding, and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the shareholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have power to adjourn the meeting to another time or place, without notice
other than announcement at the meeting at which adjournment is taken, 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 (30) 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 shareholder of record entitled to vote at the
meeting.
7. MAJORITY REQUIRED. When a quorum is present at any meeting, the vote
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of the holders of a majority of the voting power present, whether in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes, the
Articles of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
8. VOTING. At every meeting of the shareholders, each shareholders shall
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be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder, but not proxy shall be voted
or acted upon after eleven (11) months from its date, unless the proxy provides
for a longer period.
9. ACTION WITHOUT MEETING. Any action required or permitted to be taken
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at any annual or special meeting of shareholders 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 all of the outstanding
shares entitled to vote with respect to the subject matter of the action.
10. WAIVER OF NOTICE. Attendance of a shareholder at a meeting shall
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constitute waiver of notice of such meeting, except when such attendance at the
meeting is for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Any shareholder
may waive notice of any annual or special meeting of shareholders by executing a
written waiver of notice either before or after the time of the meeting.
ARTICLE IV
DIRECTORS
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1. NUMBER. The Board of Directors shall consist of two (2) persons or
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such other number, but no less than two (2) and no more than ten (10) as may be
designated from time to time by resolution of a majority of the entire Board of
Directors. The Directors shall be elected at the annual meeting of the
shareholders, except as provided in section 2 of this Article, and each Director
elected shall hold office until his or her successor is elected and qualified.
2. VACANCIES. Vacancies may be filled by the affirmative vote of a
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majority of the remaining directors then in office, though not less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election, and until their successors are duly
elected and qualified, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
3. POWERS. The business and affairs of the corporation shall be managed
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by its Board of Directors, which may exercise all such powers of the corporation
and do all such lawful acts as are not by statute, the Articles of
Incorporation, or these Bylaws directed or required to be exercised or done by
the shareholders.
4. PLACE OF MEETINGS. The Board of Directors of the corporation may hold
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meetings, both regular and special, either within or without the State of
Arizona.
5. ANNUAL MEETINGS. The annual meeting of each newly elected Board of
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Directors shall be held immediately following the annual meeting of shareholders
and in the same place as the annual meeting of shareholders, and no notice to
the newly elected directors of such meeting shall be necessary in order legally
to hold the meeting, providing a quorum shall be present. In the event such
meeting is not held, 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 of Directors, or as shall be specified in a written waiver by all of the
directors.
6. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
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held without notice at such time and at such place as shall from time to time be
determined by the Board.
7. SPECIAL MEETINGS. Special meetings of the Board may be called by the
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President or the Secretary on one (1) day's notice to each director, either
personally, by mail, by telegram, or by telephone; special meetings shall be
called by the President or Secretary in like manner an on like notice on the
written request of a majority of directors.
8. QUORUM; ADJOURNMENT; MAJORITY REQUIRED. A majority of the membership
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of the Board of Directors shall constitute a quorum. The concurrence of a
majority of those present shall be sufficient to conduct the business of the
Board, except as may be otherwise specifically provided by statute, the Articles
of Incorporation or these Bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors then present may adjourn the
meeting to another time or place, without notice other than announcement at the
meeting, until a quorum shall be present.
9. ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles of
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Incorporation or these Bylaws, any action required or permitted to be taken at
any 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.
10. EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive
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Committee to which the directors may delegate general or special authority to
act on behalf of the Board. Members of the Executive Committee shall serve at
the pleasure of the Board of Directors and any member may be removed with or
without cause at any time by the Board of Directors acting at a meeting or by
unanimous consent. In the event any vacancy occurs in the Executive Committee,
the vacancy shall be filled by the Board of Directors.
11. COMPENSATION. The directors may be paid their expenses, if any, of
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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
director. No such payment shall 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 amount or rate of such compensation of members of the
Board of Directors or of Committees shall be established by the Board of
Directors and shall be set forth in the minutes of the Board.
12. WAIVER OF NOTICE. Attendance of a director at a meeting shall
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constitute waiver of notice of such meeting, except when the person attends the
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Any director may waive
notice of any annual, regular, or special meeting of directors by executing a
written waiver of notice either before or after the time of the meeting.
ARTICLE V
OFFICERS
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1. DESIGNATION OF TITLES. The officers of the corporation shall be chosen
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by the Board of Directors and shall be a President, a Vice President, a
Secretary, and a Treasurer. The Board of Directors may also choose a Chairman of
the Board, additional Vice President, and one or
more Assistant Secretaries and Assistant Treasurers. Any number of offices,
except the offices of President and Secretary, may be held by the same person,
unless the Articles of Incorporation or these ByLaws otherwise provide.
2. APPOINTMENT OF OFFICERS. The Board of Directors at its first meeting
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after each annual meeting of shareholders shall choose a President, one or more
Vice Presidents, a Secretary and a Treasurer, and may choose a Chairman of the
Board, each of whom shall serve at the pleasure of the Board of Directors. The
President and Secretary shall be different person. The Board of Directors at any
time may appoint such other officers and agents as it shall deem necessary to
hold offices at the pleasure of the Board of Directors and to exercise such
powers and perform such duties as shall be determined from time to time by the
Board.
3. SALARIES. The salaries of the officers shall be fixed from time to
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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.
The salaries of the officers or the rate by which salaries are fixed shall be
set forth in the minutes of the meetings of the Board of Directors.
4. VACANCIES. A vacancy in any office because of death, resignation,
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removal, disqualification or otherwise may be filled by the Board of Directors
at any time.
5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall have
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been appointed and be serving, shall preside at all meetings of the Board of
Directors and shall perform such other duties as from time to time may be
assigned to him or her.
6. PRESIDENT. The President shall preside at all meetings of
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shareholders, and if a Chairman of the Board shall not have been appointed or,
having been appointed, shall not be serving or be absent, the President shall
preside at all meetings of the Board of Directors. He or she shall sign all
deeds and conveyances, all contracts and agreements, and all other instruments
requiring execution on behalf of the corporation, and shall act as operating and
directing head of the corporation, subject to policies established by the Board
of Directors.
7. VICE PRESIDENT. There shall be as many Vice Presidents as shall be
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determined by the Board of Directors from time to time, and they shall perform
such duties as from time to time may be assigned to them. Any one of the Vice
Presidents, as authorized by the Board, shall have all the powers and perform
all the duties of the President in case of the temporary absence of the
President or in case
of his or her temporary inability to act. In case of the permanent absence or
inability of the President to act, the office shall be declared vacant by the
Board of directors and a successor chosen by the Board.
8. SECRETARY. The Secretary shall see that the minutes of all meetings of
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shareholders, of the Board of Directors, and of any standing committees are
kept. He or she shall be the custodian of the corporate seal and shall affix it
to all proper instruments when deemed advisable by him or her. He or she shall
give or cause to be given required notices of all meetings of the shareholders
and of the Board of Directors. He or she shall have charge of all the books and
records of the corporation except the books of account, and in general shall
perform all the duties incident to the office of Secretary of a corporation and
such other duties as may be assigned to him or her.
9. TREASURER. The Treasurer shall have general custody of all the funds
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and securities of the corporation except such as may be required by law to be
deposited with any state official. He or she shall see to the deposit of the
funds of the corporation in such bank or banks as the Board of Directors may
designate. Regular books of account shall be kept under his or her direction and
supervision, and he or she shall render financial statements to the President,
directors, and shareholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He or she shall give to the corporation such fidelity
bond as may be required, and the premium therefor shall be paid by the
corporation as an operating expense.
10. ASSISTANT SECRETARIES. There may be such number of Assistant
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Secretaries as from time to time the Board of Directors may fix, and such
persons shall perform such functions as from time to time may be assigned to
them. No Assistant Secretary shall have the power or authority to collect,
account for, or pay over any tax imposed by any federal, state or city
government.
11. ASSISTANT TREASURERS. There may be such number of Assistant Treasurers
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as from time to time the Board of Directors may fix, and such persons shall
perform such functions as from time to time may be assigned to them. No
Assistant Treasurer shall have the power or authority to collect, account for,
or pay over any tax imposed by any federal, state or city government.
ARTICLE VI
DIRECTOR LIABILITY
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No director shall be personally liable to the corporation or to its
shareholders except to the extent that such limitation of liability is
prohibited by the provisions of Arizona law, including but not limited to A.R.S.
SS10-054, prohibiting limitation of director liability for (a) any breach of the
director's duty of loyalty to the corporation or to its shareholders; (b) acts
or omissions which are not in good faith or which involve intentional misconduct
or a knowing violation of law; (c) any transaction from which the director
derived an improper personal benefit; (d) authorizing the unlawful payment of a
dividend or other distribution on the corporation's capital stock or the
unlawful purchase of its capital stock; (e) any transaction from which the
director derived an improper personal benefit; (f) a violation of SS10-041.
ARTICLE VII
INDEMNIFICATION
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1. POWER TO INDEMNIFY. The corporation may indemnify a director, officer,
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employee or agent 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, if he or she acted, or failed to
act, in good faith and in a manner he or she reasonably believed and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In an action not by or in the right of the
corporation, such indemnification may include expenses, attorney fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred. In an action by or in the right of the corporation, such
indemnification may include expenses, attorney fees and amounts paid in
settlement actually and reasonable incurred, but shall not include judgments and
fines.
2. LIMITS ON INDEMNIFICATION. No person shall be indemnified if he or she
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has been adjudged to be liable to the corporation, unless otherwise ordered by
the court. The corporation may refuse indemnification to any person who
unreasonable refuses to permit the corporation, at its own expense and through
counsel of its own choosing, to defend him or her in the action.
3. DECISION-MAKING. A decision to indemnify a person shall be made by one
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of the following: a majority vote of a quorum consisting of disinterested
directors; if such quorum is not obtainable, a written opinion of independent
legal counsel appointed by a majority of the disinterested directors; if there
are not disinterested directors, the court or other body before which the action
was brought, or any court of competent jurisdiction; or an act of the
shareholders.
ARTICLE VIII
REPEAL, ALTERATION OR AMENDMENT
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The Articles of Incorporation, and Bylaws may be repealed, altered, or
amended only by a two-thirds (2/3) vote of all issued and outstanding common
stock of the Corporation.
CERTIFICATE OF SECRETARY
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I hereby certify that the foregoing copy of the Bylaws is a true and
correct copy of the Bylaws of the Corporation as the same were adopted at the
first meeting of the Board of Directors.
Dated: 1-2-93 /s/ Maureen Fox
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SECRETARY