EXHIBIT 3.11
BYLAWS
OF
TENNESSEE MENTAL HEALTH COOPERATIVE, INC.
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office shall be in the
City of Knoxville, State of Tennessee.
Section 1.2 Other Offices. The corporation may also have offices at
such other places both within and without the State of Tennessee as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.1 Annual Meeting. An annual meeting of shareholders of the
corporation shall be held on such date and at such time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting. At such meeting, the shareholders shall elect directors and transact
such other business as may properly be brought before the meeting.
Section 2.2 Special Meetings. Special meetings of the shareholders for
any purpose whatsoever may be called at any time by the chief executive officer,
the board of directors, or the holders of not less than ten percent of all
shares entitled to vote at such meeting.
Section 2.3 Place of Meetings. All meetings of shareholders for any
purpose or purposes may be held at such places, within or without the State of
Tennessee, as may from time to time be fixed by the board of directors or as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2.4 Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail.
Section 2.5 Quorum of Shareholders. The holders of a majority of the
shares issued and outstanding and entitled to vote at such meeting, present in
person or
represented by proxy shall constitute a quorum for the transaction of business
at all meetings of the shareholders.
Section 2.6 Voting of Shares. Except as otherwise provided by statute
or the articles of incorporation, each holder of record of shares of stock of
the Corporation having voting power shall be entitled at each meeting of the
shareholders to one vote for every share of such stock standing in his or her
name on the record books of shareholders of the corporation on the date on which
such notice of the meeting is mailed, unless some other day is fixed by the
board of directors for the determination of shareholders of record.
Section 2.7 Voting List. The officer who has charge of the stock
transfer books for shares of the corporation shall prepare at least ten days
before every meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, including the
address of each shareholder and the number of voting shares held by each
shareholder. For a period of ten days prior to such meeting, such list shall be
kept open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, either at a place within the city where
the meeting is to be held and which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where said meeting is to be
held. Such list shall be produced at such meeting and at all times during such
meeting shall be subject to inspection by any shareholder. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or stock transfer books.
Section 2.8 Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes.
Section 2.9 Consent of Shareholders in Lieu of Meeting. Whenever the
vote of shareholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, the meeting, the notice thereof,
and the vote of shareholders can be dispensed with, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereof were present and voted, provided that prompt notice must be given to all
shareholders of the taking of corporate action without a meeting by less than
unanimous written consent.
ARTICLE III
DIRECTORS
Section 3.1 Powers of Directors. The business and affairs of the
corporation shall be managed by its board of directors which shall have and may
exercise all
2
such powers of the corporation, subject to the restrictions imposed by law, the
articles of incorporation, or these bylaws.
Section 3.2 Number and Qualification. The number of directors which
shall constitute the board of directors, exclusive of those directors appointed
pursuant to Section 3.5, shall be determined by resolution of the board of
directors at any meeting thereof or by the shareholders at any meeting thereof.
Directors need not be residents of Tennessee or shareholders of the corporation.
Section 3.3 Election and Term of Office. Except with respect to the
directors to be appointed pursuant to Section 3.5 hereof, the directors shall be
elected by the shareholders at the annual meeting of the shareholders. Except as
provided in Section 3.5, each director shall hold office until the next
succeeding annual meeting of shareholders and until his or her successor shall
have been elected or until his or her earlier death, resignation, or removal.
The board of directors may, by resolution, appoint one of its members as
chairman to preside over meetings of the board of directors.
Section 3.4 Vacancies. Except as provided in Section 3.5, any vacancy
occurring in the board of directors by reason of death, resignation, or removal
may be filled by affirmative vote of a majority of the shareholders. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office or until his or her death, resignation, retirement,
disqualification, or removal.
Section 3.5 Designation of Board of Directors by Case Management, Inc.
and Mental Health Cooperative. Inc. Case Management, Inc., a Tennessee nonprofit
corporation ("CMI") and Mental Health Cooperative, Inc., a Tennessee nonprofit
corporation ("MHC"), shall each have the right to designate one person to be a
member of the Corporation's Board of Directors. The directors appointed by CMI
and MHC may be removed or replaced at any time by either CMI or MHC, as the case
may be, by the delivery of notice to the board of directors of such removal or
replacement. The Corporation's Charter and Bylaws regarding the appointment of
one member of the Corporation's Board of Directors by each of CMI and MHC shall
not be amended without the prior approval of the Board of Directors of CMI and
MHC, which approval shall not be unreasonably withheld.
Section 3.6 Resignation of Directors. Any director may resign from
office at any time by delivering a written resignation to the secretary of the
corporation, and such resignation shall be effective upon delivery of such
resignation to the secretary.
Section 3.7 Removal of Directors. Any director may be removed with or
without cause at any time by the shareholders, except for a director appointed
pursuant to Section 3.5 who may only be removed for cause by the shareholders or
with or without cause by the party who appointed the director.
3
Section 3.8 Place of Meetings. Regular or special meetings of the board
of directors may be held either within or without the State of Tennessee.
Section 3.9 Regular Meetings. Regular meetings of the board of
directors may be held without notice at such times and places as may be
designated from time to time as may be determined by the board of directors.
Section 3.10 Special Meetings. Special meetings of the board of
directors may be called by the chief executive officer or any director on
twenty-four (24) hours notice to each director, either personally or by
telephone, mail, telegram or other means of telecommunications. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
board of directors need be specified in the notice or waiver of notice of any
special meeting.
Section 3.11 Quorum of Directors. At all meetings of the board of
directors, a majority of the directors shall constitute a quorum for the
transaction of business and the act or a majority of the directors present at
any meeting at which there is a quorum shall be an act of the board of
directors. If a quorum is not present at a meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.
Section 3.12 Committees. The board of directors may, by resolution
passed by a majority of the entire board, designate one or more committees,
including, if they shall so determine, an executive committee, each such
committee to consist of one or more of the directors of the corporation. Any
such designated committee shall have and may exercise such of the powers and
authority of the board of directors in the management of the business and
affairs of the corporation as may be provided in such resolution, except that no
such committee shall have the power or authority of the board of directors in
reference to amending the articles of incorporation, adopting an agreement of
merger or consolidation, recommending to the shareholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the shareholders a dissolution of the corporation or a
revocation of a dissolution of the corporation, or amending, altering or
repealing the bylaws or adopting new bylaws for the corporation and, unless such
resolution or the articles of incorporation expressly so provides, no such
committee shall have the power or authority to authorize the issuance of stock.
The board of directors shall have the power at any time to change the number and
members of any such committee, to fill vacancies and to discharge any such
committee.
Section 3.13 Compensation of Directors. The board of directors shall
have authority to determine, from time to time, the amount of compensation, if
any, which shall be paid to its members for their services as directors and as
members of committees of the board of directors. The board of directors shall
also have power in
4
its discretion to provide for and to pay to directors rendering services to the
corporation not ordinarily rendered by directors as such, special compensation
appropriate to the value of such services as determined by the board of
directors from time to time. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 3.14 Action by Unanimous Written Consent. Any action required
or permitted to be taken at a meeting of the board of directors or any committee
may be taken without a meeting if a consent in writing, setting forth the
actions so taken, is signed by all of the members of the board of directors or
such committee, as the case may be.
Section 3.15 Minutes of Meetings. The board of directors shall keep
regular minutes of its proceedings and such minutes shall be placed in the
minute book of the corporation. Committees of the board of directors shall
maintain a separate record of the minutes of their proceedings.
ARTICLE IV
NOTICES AND TELEPHONE MEETINGS
Section 4.1 Notice. Any notice to directors or shareholders shall be in
writing and shall be delivered personally or by mail, telegram, telex, cable,
telecopier or similar means to the directors or shareholders at their respective
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be deposited in the United
States mail, postage prepaid. Any notice required or permitted to be given by
telegram, telex, cable, telecopier, or similar means shall be deemed to be
delivered and given at the time transmitted.
Section 4.2 Waiver of Notice. Whenever by law, the articles of
incorporation, or these bylaws, notice is required to be given to any
shareholder, director, or committee member of the corporation, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time notice should have been given, shall be equivalent to
the giving of such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section 4.3 Telephone and Similar Meetings. Shareholders, directors, or
committee members may participate in and hold a meeting by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at such meeting, except where a
person
5
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE V
OFFICERS
Section 5.1 Officers. The corporation shall have a chief executive
officer and a secretary and such other officers and assistant officers as the
board may deem desirable to conduct the affairs of the corporation. The position
of chairman of the board of directors shall be an officer of the corporation.
Any two or more offices may be held by the same person. No officer need be a
shareholder or a director.
Section 5.2 Powers and Duties of Officers. The officers of the
corporation shall have the powers and duties generally ascribed to the
respective offices, and such additional authority or duty as may from time to
time be established by the board of directors.
Section 5.3 Removal and Resignation. Any officer appointed by the board
of directors may be removed by the board of directors or shareholders whenever,
in the judgment of the board of directors or shareholders, the best interests of
the corporation will be served thereby. Any officer may resign at any time by
giving written notice to the corporation. Any such resignation shall take effect
at the date of receipt of such notice or at a later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 5.4 Term and Vacancies. The officers of the corporation shall
hold office until their successors are elected or appointed, or until their
death, resignation, or removal from office. Any vacancy occurring in any office
of the corporation by death, resignation, removal, or otherwise, may be filled
by the board of directors.
Section 5.5 Compensation. The salaries of all officers of the
corporation shall be fixed by the board of directors. The board of directors
shall have the power to enter into contracts for the employment and compensation
of officers on such terms as the board of directors deems advisable. No officer
shall be disqualified from receiving a salary or other compensation by reason of
the fact that he or she is also a director of the corporation.
ARTICLE VI
CERTIFICATES AND SHAREHOLDERS
Section 6.1 Certificates for Shares. The certificates for shares of
stock of the Corporation shall be in such form as shall be approved by the board
of directors in
6
conformity with law and the articles of incorporation. Every certificate for
shares issued by the corporation must be signed by the President or a Vice
President and the Secretary or an Assistant Secretary under the seal of the
corporation. Any or all of the signatures on the face of the certificate may be
facsimile. Such certificates shall bear a legend or legends in the form and
containing the restrictions to be stated thereon by the Tennessee Business
Corporation Act (the "Tennessee Code"), other provisions of law, the articles of
incorporation or these bylaws. Certificates shall be consecutively numbered and
shall be entered as they are issued. Each certificate shall state on the face
thereof the holder's name, the number and class of shares, the par value of such
shares, and such other matters as may be required by law, the articles of
incorporation or these bylaws.
Section 6.2 Lost, Stolen, or Destroyed Certificates. The board of
directors, the executive committee, or the president of the corporation may
direct a new certificate or certificates representing shares 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 the fact by the person claiming the certificate or certificates to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate the board
of directors, the executive committee or the president may require the owner of
such lost, stolen, or destroyed certificate, or his or her legal representative,
to advertise the same in such manner as it or he or she shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 6.3 Transfer of Shares. Shares of stock of the corporation
shall be transferable only on the books of the corporation by the holder thereof
in person or by the holder's duly authorized attorneys or legal representatives.
Upon surrender to the corporation or the transfer agent of the corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, 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 books.
Section 6.4 Registered Shareholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books 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 on the part of any person, whether or not it shall
have actual or other notice thereof, except as otherwise provided by law.
7
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Dividends. Dividends upon the outstanding shares of the
corporation, subject to the provisions of the applicable statutes and of the
articles of incorporation, may be declared by the board of directors at any
annual, regular or special meeting. Dividends may be declared and paid in cash,
in property, or in shares of the corporation, or in any combination thereof.
Section 7.2 Reserves. There may be set aside out of any funds of the
corporation available for dividends such sum or sums as the board of directors
from time to time in their sole and absolute discretion think proper as a
reserve to meet contingencies, or to equalize dividends, or to repair or
maintain any property of the corporation, or for such other purpose as the board
of directors shall think conducive to the interest of the corporation, and the
board of directors may modify or abolish any such reserve in the manner in which
it was created.
Section 7.3 Signature of Negotiable Instruments. 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 7.4 Fiscal Year. The fiscal year of the corporation shall be
fixed by the board of directors; provided, that if such fiscal year is not fixed
by the board of directors it shall be the calendar year.
Section 7.5 Books of the Corporation. The books of the corporation may
be kept, subject to the provisions of the applicable statutes, within or outside
of the State of Tennessee, at such place or places as may from time to time be
designated by the board of directors or as the business of the corporation may
require.
Section 7.6 Seal. The seal, if any, of the corporation shall be in such
form as may be approved from time to time by the board of directors. If the
board of directors approves a seal, the affixation of such seal shall not be
required to create a valid and binding obligation against the corporation.
Section 7.7 Securities of Other Corporations. Unless otherwise ordered
by the board of directors, the chief executive officer or the secretary of the
corporation shall have full power and authority on behalf of the corporation to
attend, to vote and to grant proxies to be used at any meeting of shareholders
of such other corporation in which the corporation may hold stock. The board of
directors may confer like powers upon any other person or persons.
Section 7.8 Fixed Record Date. In order that the corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing
8
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 for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date
which shall be not more than sixty 60 days before the date of such meeting, nor
more than 60 days prior to any other action.
Section 7.9 Amendment. The power to alter, amend, or repeal these
bylaws or to adopt new bylaws is vested in the board of directors, except as
provided in Section 3.5 above.
Section 7.10 Right to Indemnification.
(A) Each person (hereinafter an "indemnitee") who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
was a director, officer 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 or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Tennessee Code, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith, and such indemnification
shall continue with respect to an indemnitee who has ceased to be a director,
officer, employee or .agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators; provided, however, that, except as provided
in paragraph (B) hereof with respect to proceedings to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee only if
such proceeding (or part thereof) was authorized by the board of directors of
the corporation. The right to indemnification conferred in this section shall be
a contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that,
if the Tennessee Code requires, an advancement of expenses incurred by an
indemnitee shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this section or otherwise.
9
(B) If a claim under paragraph (A) of this section is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of such suit, or in a suit brought by the corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) any suit by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Tennessee Code. Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Tennessee Code, nor an actual determination by the corporation (including
its board of directors, independent legal counsel, or its shareholders) that the
indemnitee has not met such applicable standard of conduct shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense of such
suit. In any suit brought by the indemnitee to enforce a right of
indemnification or to an advancement of expenses hereunder, or by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this section or otherwise
shall be on the corporation.
(C) The rights to indemnification and to the advancement of expenses
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the corporation's
certificate of incorporation, by agreement, by vote of shareholders or by
disinterested directors or otherwise.
(D) The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Tennessee Code.
Section 7.11 Invalid Provisions. If any provision of these bylaws is
held to be illegal, invalid, or unenforceable under present or future laws, such
provision shall
10
be fully severable; these bylaws shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part hereof;
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance herefrom. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision there shall be added automatically as a part of these
bylaws a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
Section 7.12 Headings. The headings used in these bylaws are for
reference purposes only and do not affect in any way the meaning or
interpretation of these bylaws.
The above bylaws were duly adopted as the bylaws of the corporation
effective as of the 4th day of April, 1995.
11