EXHIBIT 3.34
OHIO VALLEY DIALYSIS SERVICES, INC.
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BY-LAWS
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ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meetings. The corporation shall hold an annual meeting
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of its stockholders for the election of directors and for the transaction of
general business at such place as may be designated by the Board of Directors,
at 3:00 p.m. on the second Saturday in January of each year, if not a legal
holiday, and if a legal holiday, then on the first day following which is not a
legal holiday. Such annual meetings shall be general meetings open for the
transaction of any business within the powers of the corporation without special
notice of such business, except in cases in which special notice is required by
statute, by the articles of incorporation or by these by-laws. Failure to hold
the annual meeting shall not work any forfeiture or dissolution of the
corporation.
SECTION 2. Special Meetings. Unless otherwise prescribed by statute,
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special meetings of the stockholders may be called at any time by the Board of
Directors or by the President and shall be called by the President or the
Secretary upon a written request of stockholders owing a twenty-five percent
(25%) interest in amount of entire outstanding shares of the corporation
entitled to vote. No business other than that stated in the notice described in
the next succeeding section shall be transacted at any special meeting without
the unanimous consent of all of the stockholders entitled to vote thereat.
SECTION 3. Notice of Meetings. Except as otherwise provided by law,
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written or printed notice stating the place, date and hour of the meeting and,
in case of a special meeting, a brief statement of the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than fifty (50) days before the date of every meeting of stockholders either
personally or by mail, by or at the direction of the President or the Secretary,
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 address as it appears on the records of the
corporation, with postage thereon prepaid. Whenever any notice is required to be
given under the provisions of Indiana law, the articles of incorporation or
these by-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether it be before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. It shall not be
requisite to the validity of any meeting of stockholders that notice thereof,
whether prescribed by law, by the articles of incorporation or by these by-laws,
shall have been given to any stockholder who attends in person or by proxy. No
notice other than by verbal announcement need be given of any adjourned meetings
of stockholders.
SECTION 4. Place of Meetings. Annual and special meetings of stockholders
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shall be held at one of the corporation's offices or at such place or places
within or without the State of Indiana as shall be fixed by the Board of
Directors.
SECTION 5. Quorum. Except as otherwise required by law, the articles of
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incorporation or these by-laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until the requisite amount of stock entitled to vote shall be
present. If upon the reconvening of any such adjourned meeting a majority of the
stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed, but only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at such time as it is reconvened.
SECTION 6. Voting. Each outstanding share of the capital stock shall be
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entitled to one (1) vote on each matter submitted to a vote at a meeting of
stockholders. Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
When a quorum is present or represented at any meeting of stockholders, the vote
of the holders of a majority of the shares present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which a different vote is required by virtue of an express provision
of law, the articles of incorporation or another section of these by-laws.
SECTION 7. Proxies. Any stockholder entitled to vote at a meeting of
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stockholders may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact.
SECTION 8. Action Without Meeting. Whenever the vote of stockholders at a
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meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of a statute, the articles of incorporation
or of these by-laws, the meeting and vote of stockholders may be dispense with
if all the stockholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
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SECTION 9. List of stockholders. At least ten (10) days prior to each
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meeting of stockholders at which directors are to be elected, the Secretary
shall make or cause to be made a complete list of the stockholders entitled to
vote at the ensuing election, arranged in alphabetical order, showing the
mailing address of each according to the records of the corporation and the
number of voting shares held by each. Such list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the registered office of the
corporation, and shall at all times during the usual hours for business be open
to the examination of any stockholder, and shall also be produced and kept at
the time and place of such election for the inspection of any stockholder during
the whole time thereof.
The original stock ledger or transfer book, or a duplicate thereof, kept at
the principle office of the corporation, shall be prime facie evidence as to who
are the stockholders entitled to examine such list or stock ledger or transfer
book or to vote at any meeting of stockholders.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Powers. The business and affairs of the corporation shall be
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managed by a Board of Directors, which may exercise all of the powers of the
corporation except such are by statute, the articles of incorporation or these
by-laws conferred upon or reserved to the stockholders. Continuing and exclusive
authority to fix, supervise and controll the professional, business and other
affairs of the corporation shall be wholly vested in the Board of Directors.
SECTION 2. Number. The Board of Directors shall consist of six directors.
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The directors need not be stockholders.
SECTION 3. Election and Term. The directors shall be elected at the annual
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meeting of shareholders and each shall serve until his successor shall have been
elected and qualified.
SECTION 4. Meetings. The newly elected directors may hold their first
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meeting without notice, for the purpose of organization and the transaction of
business, immediately after the annual meeting of the stockholders, or the time
and place of such meeting may be fixed by consent in writing of all the
directors.
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Regular meetings of the Board of Directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the directors. Unless otherwise determined as aforesaid, regular meetings shall
be held at the place of and immediately after the annual meeting of
stockholders.
Special meetings of the Board of Directors may be called by the President
or by the Secretary on the written request of any director and shall be held at
such place or places as may be determined by the directors, or as shall be
stated in the call of the meeting.
SECTION 5. Notice of Meetings. No notice of regular meetings of the board
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need be given. Notice of the place, day and hour of every special meeting shall
be given to each director at least one (1) day before the meeting, by delivering
the same to him personally, by sending the same to him by telegraph, or by
leaving the same at his residence or usual place of business or, in the
alternative, upon two (2) days' notice, by mailing it postage prepaid, and
addressed to him at his last known mailing address, as reflected in the records
of the corporation. It shall not be requisite to the validity of any meeting of
the Board of Directors that notice thereof shall have been given to any director
who attends, except where a director attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or covened. No notice of adjourned meetings of the Board of Directors
need be specified in the notice or waiver of notice of such meeting. All regular
and special meetings of the Board of Directors shall be open for the transaction
of any business within the powers of the corporation without special notice of
such business, except in those cases in which special notice is required by law,
the articles of incorporation or by these by-laws.
SECTION 6. Quorum. At all meetings of the Board of Directors, a majority
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of the Board of Directors shall constitute a quorum for the transaction of
business. The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors, unless the act
of a greater number is required by law, the articles of incorporation or these
by-laws. In the absence of a quorum, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no notice thereof need
be given other than by announcement at the meeting which shall be adjourned.
Upon the reconvening of any such adjourned meeting, if a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting when originally convened.
SECTION 7. Informal Action. Unless otherwise restricted by the articles
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of incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of the Executive Committee may be
taken without a meeting, if a written consent to such action is executed by all
members of the Board of Directors or of the Executive Committee, as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board of Directors or the Executive Committee.
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SECTION 8. Compensation. Directors shall not receive any stated salary
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for their services as directors or as members of committees, but by resolution
of the Board of Directors a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 9. Indemnification. (a) To the extent permitted by law, the
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Board of Directors of the corporation may by resolution 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 (whether or not by or in the right or the corporation ) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as director, officer, employee or agent 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 him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had not reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea or nolo contendere or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 9. (b) Any indemnification under Subsection (a) hereof (unless
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ordered by a court) shall be made by the Board of Directors only upon a
determination in the specific case that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Subsection (a). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable
and a quorum of disinterested directors so directs, by independent legal counsel
(compensated by the corporation) in a written opinion, of (3) by the
stockholders.
SECTION 9. (c) The indemnification provided by this Section shall not
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be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of stockholders, disinterested directors, or
otherwise, both as to the action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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SECTION 10. Resignations. Any director, member of the Executive
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Committee or officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no time is
specified, at the time of its actual receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 11. Vacancies. Vacancies occurring in the Board of Directors,
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through resignation, death, or other incapacity shall be filled by a majority
vote of the remaining directors, provided that if such vote results in a tie,
such vacancy may be filled by vote of the shareholders at a special meeting
called for the purpose. Newly created directorships resulting from an increase
in the number of directors, shall be filled by the shareholders at their next
annual meeting or at a special meeting of shareholders called for that purpose.
The directors so chosen shall hold office until their successors are duly
elected and shall qualify.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Executive Committee. The Board of Directors by resolution
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adopted by a majority of the whole Board of Directors may designate an Executive
Committee of two (2) directors. Except as otherwise provided by law, during the
intervals between the meetings of the Board of Directors, the Executive
Committee shall have any may exercise all of the powers of the Board of
Directors in the management of the corporation. The Executive Committee shall
keep full accounts of its transactions. All actions by Executive Committee
shall be reported to the Board of Directors at its meeting next succeeding such
action.
SECTION 2. Meetings of Executive Committee. The Executive Committee
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shall fix its own rules of procedure and shall meet as provided by such rules
and it shall also meet at the call of either member of the Committee. Both
members of the Executive Committee shall be necessary to constitute a quorum,
and the concurrence of both shall be required in all matters to constitute the
act of the Committee.
SECTION 3. Executive Committee Powers. For all purposes of these by-
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laws, the words "Board of Directors," "directors," "Board" or any equivalent
term shall be construed to include "Executive Committee," it being the intent
that such Committee shall, except as otherwise provided by law, have and
exercise all of the powers conferred on the Board of Directors by law, the
articles of incorporation and these by-laws.
ARTICLE IV
OTHER COMMITTEES
To the extent that such action is not inconsistent with the provisions of
Article III hereof, the Board of Directors may designate one or more committees
in addition to the Executive Committee. Each
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committee shall consist of one (1) more of the directors of the corporation, and
to the extent provided by the Board of Directors, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee of
committees shall have such name or names as may be determined from time to time
by the Board of Directors. the committee shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.
ARTICLE V
OFFICERS
SECTION 1. Officers. the officers of the corporation shall be a
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President, an Executive Vice President, a Vice President, a Secretary and a
Treasurer. In addition, the Board of Directors may elect such Vice Presidents,
Assistant Secretaries and Assistant Treasurers as the Board of Directors may
deem proper. None of the officers need be directors. The officers shall be
elected at the first meeting of the Board of Directors and at each annual
meeting of the directors Any two (2) or more offices may be held by the same
person.
SECTION 2. Other Officers and Agents. The Board of Directors may
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appoint such other officers and agents as it may deem advisable, 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 of Directors.
SECTION 3. President. The President shall be the chief executive
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officer of the corporation and shall have the general powers and duties of
supervision and management vested in the office of president of a corporation,
and subject to the powers of the Board of Directors, he shall have general
supervision, direction and control of the business of the corporation. He shall
preside at all meeting of the stockholders if present thereat. Except as the
Board of Directors shall authorize the execution thereof in some other manner,
he shall execute bonds, mortgages and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument required
it and when so affixed, the seal shall be attested by the signature of the
Secretary or an Assistant Secretary.
SECTION 4. Vice President. The Executive Vice President and each Vice
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President shall have such powers and shall perform such duties as shall be
assigned to him by the Board of Directors.
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SECTION 5. Secretary. The Secretary shall give, or cause to be given,
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notice of all meetings of stockholders and directors, and all other notices
required by law or by these by-laws, and in case of his absence or refusal to do
so, any such notice may be given by any person directed by the President, or by
the directors or stockholders, upon whose request the meeting is called as
provided in these by-laws. He shall record all the proceedings of the meetings
of the corporation and of the Board of Directors in a book to be kept for that
purpose, and shall perform such other duties as may be assigned to him by the
Board of Directors or the President. He shall have the custody of the seal of
the corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors or the Presidents, and attest the same.
SECTION 6. Treasurer. The Treasurer shall have the custody of the
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corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors or the President, taking proper vouchers for such
disbursements. He shall render to the President and the Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transaction as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board of Directors prescribe.
SECTION 7. Assistant Secretaries and Assistant Treasurers. Assistant
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Secretaries and Assistant Treasurers, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.
SECTION 8. Removal of Officers. Any officer of the corporation may by
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removed, by the Board of Directors, whenever in its judgment, the best interest
of the corporation will be served thereby.
ARTICLE VI
MISCELLANEOUS
SECTION 1. Certificate of Stock. Certificates of stock, numbered and
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with the seal of the Corporation affixed, signed by the President or Vice
President, and the Treasurer or an Assistant Treasurer, or Secretary or an
Assistant Secretary, shall be issued to each stockholder certifying the number
of shares owned by him in the corporation.
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SECTION 2. Lost Certificate. A new certificate of stock may be issued
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in the place of any certificate theretofore issued by the corporation and
alleged to have been lost or destroyed. However, the Directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representative, to give the corporation a bond, in such sum as they may direct,
nor exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
the certificate, or the issuance of a new certificate.
SECTION 3. Transfer of Shares. The shares of stock of the corporation
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shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representative, and upon such transfer,
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledger, by
whom they shall be cancelled, and new certificates shall thereupon be issued.
SECTION 4. Dividends. Subject to the provisions of the articles of
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incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meetings, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors may from time to time in their
absolute discretion deem proper for working capital or as a reserve fund to
meet contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 5. Seal. The corporate seal shall be circular in form and
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shall contain the name of the corporation and the words "CORPORATE SEAL,
INDIANA." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 6. Fiscal Year. The fiscal year of the corporation shall end
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on the last day of December.
SECTION 7. Checks. All checks, drafts or other orders for the payment
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of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation, in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 8. Notice and Waiver of Notice. Whenever any notice is
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required to be given by these by-laws, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by certified or registered mail, return receipt requested, in a sealed
post-paid wrapper, addressed to the person entitled thereto at his last known
address. Such notice shall be deemed to have been given on the day of such
mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by law.
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ARTICLE VII
AMENDMENTS
The power to make, alter, amend or repeal these by-laws is vested in the
Board of Directors but the unanimous vote of the entire Board of Directors shall
be necessary to effect any alteration, amendment or repeal of these by-laws.
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