EXHIBIT 3.17
GULF COAST TREATMENT CENTER, INC.
UNANIMOUS CONSENT OF STOCKHOLDERS
PURSUANT TO SECTION 607.394
OF THE GENERAL CORPORATION ACT
OF THE STATE OF FLORIDA
The undersigned, being all the stockholders of GULF COAST TREATMENT
CENTER, INC., a Florida corporation (the "Corporation"), do hereby consent to,
authorize, approve and adopt the resolutions attached hereto as Exhibit A.
IN WITNESS WHEREOF, the undersigned have executed this Consent as of
this 8th day of December, 1987.
HEALTHCARE SERVICES OF AMERICA, INC.
By /s/ Joanne E. Boyd
-------------------------------------------
Joanne E. Boyd
Vice President - Legal
and Secretary
/s/ Todd W. Estroff
-------------------------------------------
Todd W. Estroff
EXHIBIT A
RESOLVED, that the present Directors of the Corporation be, and they
hereby are, removed; and it is
FURTHER RESOLVED, that the By-laws of the Corporation are hereby
amended by deleting the first paragraph of Section 2 of Article IV thereof in
its present form and substituting therefor a new first paragraph of Section 2 of
Article IV therein in the following form:
"Section 2. Number, Term and Qualification. The number of Directors
which shall constitute the whole Board shall be not less than one (1) nor more
than eight (8). Within such limits, the number of Directors may be fixed from
time to time by vote of the stockholders or of the Board of Directors, at any
regular or special meeting, subject to the provisions of the Certificate of
Incorporation. Directors need not be stockholders. Directors shall be elected at
the annual meeting of stockholders of the Corporation, except as provided in
Section 3 of this Article, to serve until the next annual meeting of
stockholders and until their respective successors are duly elected and have
qualified."
; and it is
FURTHER RESOLVED, that, effective immediately, Robert E. Galloway be,
and he hereby is, elected to serve as the sole Director of the Corporation until
the next annual meeting of the stockholders of the Corporation or until his
successor is elected and shall have duly qualified.
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
GULF COAST TREATMENT CENTER, INC.
The undersigned, constituting all of the members of the Board of
Directors (the "Board") of Gulf Coast Treatment Center, Inc. (the "Company") a
Florida corporation, acting pursuant to Section 607.134 of the Florida
Corporation Code, hereby adopt the following resolutions as the action of the
Board by unanimous consent in lieu of a meeting and direct that this written
consent be placed in the minutes of the proceedings of the Board:
RESOLVED that Article VII, Section 1 of the Bylaws of the Company shall
be and the same is hereby amended to read as follows:
"Section 1. Officers of the Corporation. The board of
directors at the regular annual meeting thereof shall elect a Chairman
of the Board and a President; and, if it so chooses, the board of
directors may elect one or more Vice Presidents, with such designation,
if any, as the board of directors may determine, and such other
officers, including, but not limited to, a Treasurer, a Secretary, and
one or more Assistant Secretaries, as the board of directors may
choose."; and
PROVIDED FURTHER that the following persons shall be, and they are each
hereby, appointed and elected to serve in the offices of the Company set forth
below opposite their names at the pleasure of the Board until the meeting of the
Board following the next annual meeting of the shareholders of the Company or
until the successor of each such officer has been elected and qualified.
Charles A. Speir Chairman of the Board
Thomas M. Rodgers, Jr. President
Dated and effective this 1st day of November, 1986.
/s/ Charles A. Speir
------------------------------------------
CHARLES A. SPEIR
/s/ Thomas M. Rodgers, Jr.
------------------------------------------
THOMAS M. RODGERS, JR.
/s/ Ronald M. Norris, M.D.
------------------------------------------
RONALD M. NORRIS, M.D.
/s/ Arthur P. Bolton, III
------------------------------------------
ARTHUR P. BOLTON, III
ACTION BY WRITTEN CONSENT
OF
THE DIRECTORS
OF
GULF COAST TREATMENT CENTER, INC.
IN LIEU OF A MEETING
The undersigned, being all of the directors of Gulf Coast Treatment
Center, Inc., a Florida corporation (herein called "the corporation"), acting by
written consent in lieu of a meeting, do hereby adopt the following resolution:
RESOLVED, that Section 2 of Article VII of the bylaws of the
corporation shall be amended to add a new paragraph at the end thereof
to read as follows:
"The chairman of the board shall, subject to the direction of
the board of directors, supervise and control the business and affairs
of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments on behalf of the corporation, except
where required 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. In general. he shall perform all duties incident to the
office of chairman of the board and such other duties as may be
prescribed by the board of directors."
Dated as of the 1st day of November, 1986.
/s/ Charles A. Speir
------------------------------------------
CHARLES A. SPEIR
/s/ Thomas M. Rodgers, Jr.
------------------------------------------
THOMAS M. RODGERS, JR.
/s/ Ronald M. Norris, M.D.
------------------------------------------
RONALD M. NORRIS, M.D.
/s/ Arthur P. Bolton, III
------------------------------------------
ARTHUR P. BOLTON, III
RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF
GULF COAST TREATMENT CENTER, INC. ON MARCH 26, 1987
RESOLUTION
BE IT RESOLVED by the Board of Directors of Gulf Coast Treatment
Center, Inc. (the "Corporation") that the Bylaws of the Corporation shall be and
they are hereby amended by adding a new Article XV which shall read as follows:
ARTICLE XV
QUALITY ASSURANCE ACTIVITIES
The Board of Directors shall require the medical staff and
administration of the Hospital to establish a Hospital-wide quality assurance
program in which Hospital departments and medical staff conduct quality
assurance activities and make quarterly reports thereon to the Board of
Directors.
UNANIMOUS WRITTEN CONSENT IN
LIEU OF A MEETING BY THE
BOARD OF DIRECTORS OF
GULF COAST TREATMENT CENTER, INC,
Pursuant to the provisions of Section 607.134 of the Florida
Corporation Code, the following action is taken by the Board of Directors of
Gulf Coast Treatment Center, Inc., a Florida corporation (the "Corporation"), by
unanimous written consent as if a meeting of the Board of Directors had been
properly called pursuant to notice and all directors were present and voting in
favor of such action.
1. In order to amend Articles IV, V and IV of the By-laws of the
Corporation, the following resolutions are adopted:
BE IT RESOLVED, That the first paragraph of Article IV,
Section 2 of the By-laws of the Corporation be, and they hereby are,
amended so that the same shall read as Exhibit A, which is attached
hereto and incorporated with this unanimous consent; and,
BE IT FURTHER RESOLVED, That Article V, Section 2 of the
By-laws of the Corporation be, and they hereby are, amended so that the
same shall read as Exhibit B, which is attached hereto and incorporated
with this unanimous consent; and,
BE IT FURTHER RESOLVED, That Article VI of the Bylaws of the
Corporation be, and they hereby are, amended so that the same shall
read as Exhibit C, which is attached hereto and incorporated with this
unanimous consent.
2. In order to approve the quality assurance plan for HSA Gulf Coast
Hospital, the following resolution was adopted:
RESOLVED, That the quality assurance plan of HSA Gulf Coast
Hospital be approved as set out in Exhibit D which is attached hereto
and incorporated in this unanimous consent.
3. In order to approve the utilization review plan for HSA Gulf Coast
Hospital, the following resolution was adopted:
RESOLVED, That the utilization review plan of HSA Gulf Coast
Hospital be approved as set out in Exhibit E attached hereto and
incorporated in this unanimous consent.
4. In order to approve appointments to the active medical staff of HSA
Gulf Coast Hospital, the following resolution was adopted:
RESOLVED, By the Board of Directors of the Corporation, upon
review of the attached applications for the active medical staff, that
the following named individuals be, and they hereby are, appointed to
the active medical staff of HSA Gulf Coast Hospital, in the specialties
set forth opposite their respective names:
Frank E. Gill, M.D., General Psychiatry
George A. Michas, M.D., General/Adolescent Psychiatry
Eugene R. Valentine, M.D., General/Child/Adolescent Psychiatry
Rajadorai Calnaido, M.D., General/Adolescent Psychiatry
Alvin Edward Neumeyer, M.D., General/Child Psychiatry
5. In order to approve the recommendations for appointments to the
consulting medical staff of HSA Gulf Coast Hospital, the following resolution
was adopted:
RESOLVED, By the Board of Directors of the Corporation, upon
review of the attached applications for the consulting medical staff,
that the following named individuals be, and they hereby are, appointed
to the active medical staff of HSA Gulf Coast Hospital, in the
specialties set forth opposite their respective names:
Gary Wayne Watson, M.D., Internal Medicine/Infectious Diseases
Robert J. Saxer, M.D., Pediatrics/Allergy
Michael L, Shawbitz, M.D., Neurology/EEG Readings/Interpretation
Roger Riggenbach, M.D., EKG Readings/Interpretations/Internal Medicine
Lee David Ettinger, M.D., Pulmonary/Internal Medicine
William W. Thompson, M.D., Pediatrics/Adult and Child Allergy
James E. Mills, M.D., Obstetrics/Gynecology
Earl B. Carr, M.D., Pediatric Medicine
James Paul Wilson, M.D., EKG Readings/Interpretations/Internal
Medicine/ Diabetology
Mack Dana Jones, M.D., EEG Readings/Interpretations/Neurology
Charles Barniv, M.D., Physical Exams/Treatment of Non-Psychiatric
Problems
William E. Haik, M.D., Internal Medicine
Eleanor Ann McCain, M.D., Physical Exams/Treatment of Non-Psychiatric
Problems
Douglas W. Rigby, M.D., Pediatric/Medical
Arthur H. Lester, M.D., Obstetrics/Gynecology
Roy L. Clemens, M.D., Clinical Pathology
Rodney E. Powell, M.D., Cardiology/EEG Readings/Interpretations
Dated this 24th day of January, 1986.
/s/ Charles A. Speir
-------------------------------------------
CHARLES A. SPEIR
/s/ Kerry G. Teel
-------------------------------------------
KERRY G. TEEL, Director
/s/ Carl M. Holden, Jr.
-------------------------------------------
CARL M. HOLDEN, JR., Director
/s/ Arthur P. Bolton, III
-------------------------------------------
ARTHUR P. BOLTON, III
/s/ C. Christian Plasberg
-------------------------------------------
C. CHRISTIAN PLASBERG, Director
EXHIBIT A
ARTICLE IV
GOVERNING BODY - THE BOARD OF DIRECTORS
SECTION 2. Number, Term and Qualification. The number of directors
shall be at least four (4). Directors need not be residents of the State of
Florida nor shareholders of the Corporation. The directors shall be elected by
the shareholders at the annual nesting thereof, except as provided in Section 3
of this Article IV, and shall hold office for the term for which they are
elected and until their successors are elected and qualified, or until the
earlier resignation, removal from office, or death of any such director.
EXHIBIT B
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 2. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held at such time and at such place as shall be
determined by the Board of Directors and as often as necessary for the effective
operation of the Corporation. Special meetings may be called by the President of
the Corporation on such date and at such time and place as may be specified by
telegraphic, written or oral notice duly served on, sent, mailed or otherwise
communicated to each director not less than twelve (12) hours before such
special meeting or by notice mailed to the director at least three (3) days
before the meeting, first class mail, postage prepaid; on written request of two
(2) directors, special meetings shall be called by the President or Secretary on
like notice.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting was not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of the meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of adjournment, to the other
directors.
Members of the Board of Directors may participate in a meeting of the
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Minutes of all Board of Director's makings shall be kept and shall
include at least the following:
(A) The date of the meeting;
(B) The names of the directors who attended;
(C) The topics discussed;
(D) The decisions reached and action taken;
(E) The dates for implementation of recommendations; and
(F) The reports of the Administrator and others.
EXHIBIT C
ARTICLE VI
COMMITTEES
The Board shall establish such committees, including an executive
committee, as may be necessary to effect the discharge of its responsibilities,
each such committee to consist of one (1) or more of the directors. The Board
may designate one (1) or more directors as an alternate member of any such
committee to replace an absent or disqualified member at a meeting of the
committee. In the absence or disqualification of a member of a committee, the
members thereof present at a meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in place of such absent or disqualified member.
Members of the Medical Staff may be included on committees that deliberate
issues affecting Medical Staff responsibilities. Each such committee and each
member thereof shall serve at the pleasure of the Board of Directors.
Each committee shall have and may exercise all of the authority of the
Board of Directors, except no committee shall have the authority to:
(1) Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(2) Designate candidates for the office of director, for purposes of
proxy solicitation or otherwise;
(3) Fill vacancies on the Board of Directors or any committee thereof;
(4) Amend the By-Laws;
(5) Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Beard of Directors; or
(6) Authorize or approve the issuance or sale of, or any contract to
issue or sell, shares of stock or designate the terms of the series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor, and,
in the case of a series, the designation thereof, may pursuant to a general
formula or method specified by the Board of Directors, by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the terms
of any contract for the sale of the shares and to fix the terms upon which such
shares may be issued or sold, including, without limitation, the price, the rate
or manner of payment of dividends, provisions for redemption, sinking funds,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of class of shares, with full power in such
committee to adopt any final resolution setting forth all of the terms thereof
and to authorize the statement of the terms of the series for filing with the
Secretary of State.
Written minutes shall be kept of all meetings of committees of the
Board of Directors.
GULF COAST TREATMENT CENTER, INC.
BY-LAWS
TABLE OF CONTENTS
<Table>
<Caption>
Page
----
ARTICLE I PURPOSE....................................................................................1
ARTICLE II DEFINITIONS................................................................................2
ARTICLE III STOCKHOLDERS' MEETINGS.....................................................................3
Section 1 Annual Meeting.............................................................................3
Section 2 Special Meetings...........................................................................3
Section 3 Place......................................................................................3
Section 4 Notice.....................................................................................3
Section 5 Notice of Adjourned Meetings...............................................................4
Section 6 Closing of Transfer Books and Fixing Record Date...........................................4
Section 7 Voting Record..............................................................................5
Section 8 Shareholder Quorum and Voting..............................................................6
Section 9 Voting of Shares...........................................................................7
Section 10 Proxies ...................................................................................9
Section 11 Voting Trusts.............................................................................10
Section 12 Shareholders' Agreements..................................................................10
Section 13 Action by Shareholder Without a Meeting...................................................10
ARTICLE IV GOVERNING BODY - THE BOARD OF TRUSTEES....................................................11
Section 1 Powers....................................................................................11
Section 2 Number, Term and Qualification............................................................12
Section 3 Vacancies.................................................................................13
Section 4 Compensation..............................................................................13
Section 5 Standard for Directors....................................................................13
Section 6 Presumption of Assent.....................................................................14
Section 7 Removal of Directors......................................................................15
Section 8 Quorum and Voting.........................................................................15
Section 9 Conflicts of Interest.....................................................................15
Section 10 Continuing Education......................................................................16
ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS........................................................16
Section 1 Place of Meetings.........................................................................16
Section 2 Time, Notice and Call of Meetings.........................................................16
Section 3 Action Without a Meeting..................................................................18
</Table>
<Table>
<Caption>
Page
----
ARTICLE VI EXECUTIVE AND OTHER COMMITTEES............................................................18
Section 1 Establishment and Authority...............................................................18
Section 2 Joint Conference Committee................................................................20
Section 3 Nominating Committee......................................................................21
ARTICLE VII OFFICERS..................................................................................21
Section 1 Officers of the Corporation...............................................................21
Section 2 Duties ...................................................................................22
Section 3 Removal of Officers.......................................................................23
ARTICLE VIII ADMINISTRATION............................................................................23
Section 1 Chief Administrative Officer..............................................................23
Section 2 Appointment...............................................................................25
ARTICLE IX MEDICAL STAFF.............................................................................25
Section 1 Appointment...............................................................................25
Section 2 Medical Staff Membership..................................................................26
Section 3 By-Laws and Regulations...................................................................26
ARTICLE X STOCK CERTIFICATES........................................................................28
Section 1 Issuance..................................................................................28
Section 2 Form......................................................................................28
Section 3 Transfer of Stock.........................................................................29
Section 4 Lost, Stolen or Destroyed Certificates....................................................29
ARTICLE XI BOOKS AND RECORDS.........................................................................30
Section 1 Books and Records.........................................................................30
Section 2 Shareholders' Inspection Rights...........................................................30
Section 3 Financial Information.....................................................................31
ARTICLE XII DIVIDENDS.................................................................................31
ARTICLE XIII CORPORATE SEAL............................................................................33
ARTICLE XIV AMENDMENTS TO BY-LAWS.....................................................................34
</Table>
BY-LAWS
OF
GULF COAST TREATMENT CENTER, INC.
ARTICLE I
PURPOSE
Gulf Coast Treatment Center, Inc. (the "Corporation") will maintain an
active role in meeting the health needs of the Fort Walton Beach, Florida, area
residents through its facility "HSA Gulf Coast Hospital" (the "Hospital"). The
Corporation's commitment is: to provide the highest level of child and
adolescent psychiatric care possible within the limits of current psychiatric
treatment, knowledge and technology; to provide a modern facility and staff with
highly-motivated mental health professionals; to create an environment to
facilitate state-of-the-art psychiatric treatment, economically and cost
effectively, to all individuals in need of child and adolescent psychiatric
care, without respect to age, national origin, race, color, handicap status,
political or religious beliefs; to focus the total resource allocation of
specialized services towards the achievement of one specific treatment goal; and
to contribute to the overall knowledge and understanding of the causes and
effects of child and adolescent psychiatric pathology on individual patients as
well as their significance to others, through research and educational activity
developed at professional and community levels. The Corporation is prepared to
work jointly with other appropriate health agencies and institutions in an
effort to
1
improve existing health services and to design, plan and develop innovative
systems of health care management.
All these activities shall be conducted with an overriding concern for
the patient and above all the recognition of the patient's dignity as a human
being. The community is encouraged to participate in the planning and
development of program policies for the Hospital.
ARTICLE II
DEFINITIONS
1. The term "Medical Staff" means all physicians holding unlimited
licenses to practice medicine and other duly licensed individuals permitted by
law and the Hospital to provide patient care services independently in the
Hospital.
2. The term "Governing Body" means the Board of Directors of the
Corporation.
3. The term "Hospital" is HSA Gulf Coast Hospital.
4. The term "Executive Committee" is the Executive Committee of the
Board of Directors of the Corporation.
5. The "Chief Administrative Officer of the Hospital" is appointed by
the Governing Body to act in its behalf in the overall management of the
Hospital, and shall be known as the Administrator of the Hospital.
6. The term "the Board" means the Board of Directors of the
Corporation.
7. The "Principal Office" of the Corporation is HSA Gulf Coast
Hospital, Fort Walton Beach, Florida.
2
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of the shareholders of
this Corporation shall be held on the 1st day of July in each year, beginning
with the year 1985, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting is a legal holiday, such meeting shall be held on
the next succeeding business day. If the election of directors shall not be held
on the day designated herein for the annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as convenient.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than ten percent of all the
shares entitled to vote at the meeting.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall
3
be deemed to be delivered when deposited in the United States, mail addressed to
the shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in Section 4 of this Article to
each shareholder of record on the new record date entitled to vote at such
meeting.
Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period not to exceed, in any case, sixty (60)
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
4
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the Corporation, at the principal place of business of
the Corporation or at the office
5
of the transfer agent or registrar of the Corporation, and any shareholder shall
be entitled to inspect the list at any time during usual business hours. The
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder at any time during the
meeting.
If the requirements of this section have not been substantially
complied with, the meeting, on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series of stock, a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
6
Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Treasury shares, shares of stock of this Corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this Corporation, and shares of stock of this Corporation held by it in a
fiduciary capacity 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.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent or proxy designated by the by-laws
of the corporate stockholder, or, in the absence of any applicable by-law, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the by-laws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice-president,
secretary and treasurer of the corporate
7
shareholder shall be presumed to possess, in that order, authority to vote such
shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
8
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be sighed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be pro-rated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
9
Section 11. Voting Trusts. Any number of shareholders of this
Corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the Corporation as provided by law, such documents shall be subject to the
same rights of examination by a shareholder of the Corporation, in person or by
agent or attorney, as are the books and records of the Corporation, and such
counterpart and such copy of such records shall be subject to examination by any
holder of record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two or more shareholders of this
Corporation may enter an agreement providing for the exercise of voting rights
in the manner provided in the agreement or relating to any phase of the affairs
of the Corporation as provided by law. Nothing therein shall impair the right of
this Corporation to treat the shareholders of record as entitled to vote the
shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these By-Laws, or the Articles of Incorporation of this
Corporation to be taken at any annual or special meeting of shareholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a
10
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 at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters rights are provided under the Florida
General Corporation Act, the notice shall contain a clear statement of the right
of shareholders dissenting therefrom to be paid the fair value of their shares
upon compliance with further provisions of the Florida General Corporation Act
regarding the rights of dissenting shareholders.
ARTICLE IV
GOVERNING BODY - THE BOARD OF TRUSTEES
Section 1. Powers. The Board of Directors shall be responsible for the
operation of the Hospital, for the selection of the Medical Staff of the
Hospital and for the quality of care rendered in the Hospital. The Board of
Directors shall have the authority and responsibility for carrying out the
purposes of the Corporation.
11
Included in this responsibility shall be the active participation by members of
the Board of Directors in all activities necessary for the accreditation of the
Corporation's health care facilities and related services.
The Board of Directors shall use due diligence in determining that all
physicians, dentists and other personnel for whom a state license or
registration is required are currently licensed or registered; that physicians
and dentists admitted to practice at the Hospital are granted privileges
consistent with their individual training, experience and other qualifications;
that physicians and dentists practicing in the Hospital are organized into a
medical staff in such a manner as effectively to review the professional
practices at the Hospital for the purposes of reducing morbidity and mortality
and for the improvement of patient care.
The business and affairs of the Corporation shall be managed by the
Board of Directors which may exercise all powers and do all lawful acts and
things, except those which are required by statute or by the Articles of
Incorporation or by these By-Laws to be exercised or done by the shareholders.
The Board of Directors shall have and exercise such powers, authorities, duties
and responsibilities as may be provided by these By-Laws, and as may be provided
for the Board of Directors by the Florida General Corporation Act.
Section 2. Number, Term and Qualification. The number of directors
shall be five (5). Directors need not be residents of the State of Florida nor
shareholders of the Corporation. The directors shall be elected by the
shareholders at the annual meeting thereof, except as provided in Section 3 of
this Article IV, and
12
shall hold office for the term for which they are elected and until their
successors are elected and qualified, or until the earlier resignation, removal
from office, or death of any such director. (Article IV, Section 2, 1st
paragraph - Amended 8-25-86. See Amendment at end of Bylaws,)
The members of the Board of Directors shall be selected for their
ability to participate effectively in fulfilling the Governing Body's
responsibilities. They shall also be selected for their areas of interest and
expertise and capabilities in their own field, their intense interest in the
Hospital, and their experience in organizational activities. No restrictions
shall be placed on the number of terms a director may serve provided the
director meets all other qualifications.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, even though the number of the remaining directors may be less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
Section 4. Compensation. The Board of Directors shall have the
authority to fix the compensation of directors.
Section 5. Standard for Directors. A director shall perform his duties
as a director, including his duties as a member of any committee of the Board of
Directors upon which he may serve, in good faith, in a manner he reasonably
13
believes to be in the best interest of the Corporation, and with such care as an
ordinary prudent person in a like position would use under similar
circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements or
other financial data, prepared or presented by; (a) one or more officers or
employees of the Corporation whom the director reasonably believes to be
reliable and competent in the matters presented, (b) counsel, public accountants
or other persons as to matters which the director reasonably believes to be
within such persons' professional or expert competence, or (c) a committee of
the board upon which he does not serve, duly designated in accordance with the
provisions of the Articles of Incorporation or these By-Laws, as to matters
within its designated authority, which committee the director reasonably
believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
Corporation.
Section 6. Presumption of Assent. A director of the Corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
14
Section 7. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 8. Quorum and Voting. A majority of the number of directors
fixed by these By-Laws shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 9. Conflicts of Interest. No contract or other transaction
between this Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of the directors
are directors or officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such director or
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or (b) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize, approve or ratify such contract or transaction by a
vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the
15
Corporation at the time it is authorized by the Board of Directors, a committee
or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 10. Continuing Education. There shall be an orientation program
for each new member of the Board of Directors and a continuing educational
program for all members of the Board. Such program shall be developed by the
Administrator of the Hospital and presented by the Administrator to the
President of the Corporation for approval and implementation.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place of Meetings. Regular or special meetings of the Board
of Directors of the Corporation may be held within or without the State of
Florida.
Section 2. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held at least quarterly at such time and at such
place as shall be determined by the Board of Directors. No notice of any such
regular quarterly meeting shall be necessary. Special meetings may be called by
the President of the Corporation on such date and at such time and place as may
be specified by telegraphic, written or oral notice duly served on, sent, mailed
or otherwise communicated to each director not less than twelve (12) hours
before such special meeting or by notice mailed to the director at least three
(3) days before the
16
meeting, first class mail, postage prepaid; on written request of two (2)
directors, special meetings shall be called by the President or Secretary on
like notice.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting was not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of the meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of adjournment, to the other
directors.
Members of the Board of Directors may participate in a meeting of the
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
17
Minutes of all Board of Director's meetings shall be kept and shall
include at least the following:
(A) the date of the meeting;
(B the names of the directors who attended;
(C) The topics discussed;
(D) The decisions reached and action taken;
(E The dates for implementation of recommendations; and
(F) The reports of the Administrator and others.
Section 3. Action Without a Meeting. Any action required to be taken at
a meeting of the directors of the Corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all of the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the Board or of the respective
committee. Such consent shall have the same affect as a unanimous vote.
ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. Establishment and Authority. The Board shall establish such
committees, including an executive committee, as may be necessary to affect the
discharge of its responsibilities, each such committee to consist of one (1) or
more of the directors. The Board may designate one (1) or more directors as an
alternate member of any such committee to replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a
18
committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of such absent or
disqualified member. Each such committee and each member thereof shall serve at
the pleasure of the Board of Directors.
Each committee shall have and may exercise all of the authority of the
Board of Directors, except no committee shall have the authority to:
(1) Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(2) Designate candidates for the office of director, for purposes of
proxy solicitation or otherwise;
(3) Fill vacancies on the Board of Directors or any committee thereof;
(4) Amend the By-Laws;
(5) Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors; or
(6) Authorize or approve the issuance or sale of, or any contract to
issue or sell, shares of stock or designate the terms of the series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor, and,
in the case of a series, the designation thereof, may pursuant to a general
formula or method specified by the Board of Directors, by resolution or by
adoption of a stock option or other plan,
19
authorize a committee to fix the terms of any contract for the sale of the
shares and to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking funds, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of class of shares, with full power in such committee to adopt any
final resolution setting forth all of the terms thereof and to authorize the
statement of the terms of the series for filing with the Department of State.
Written minutes shall be kept of all meetings of committees of the
Board of Directors.
Section 2. Joint Conference Committee. There shall be a Joint
Conference Committee composed of two (2) members of the Board of Directors
appointed by the Board of Directors and two (2) members of the Medical Staff
appointed by the Executive Committee of the Medical staff. The Administrator of
the Hospital shall be an ex officio member of the Joint Conference Committee,
without voting power.
A. The Joint Conference Committee shall serve as a forum for the
discussion of matters of facility policy and practice, especially those policies
and practices pertaining to efficient and effective patient care, and shall
provide medico-administrative liaison among the Board of Directors, the Medical
Staff and the Administrator.
20
B. It shall oversee and report to the Board of Directors with respect
to the quality of patient care rendered in each facility. It shall receive and
consider reports and recommendations of the committee on quality care and other
appropriate committees and subcommittees of the Medical Staff relating to
evaluation of the quality of patient care.
C. The Joint Conference Committee shall have such other duties and
functions as may be set forth in the By-Laws and Rules and Regulations of the
Medical Staff.
D. The Joint Conference Committee shall meet at least bi-annually and
shall transmit written reports of its activities to the Board of Directors and
to the Executive Committee of the Medical Staff.
Section 3. Nominating Committee. There shall be a Nominating Committee
consisting of two (2) or more members of the Board of Directors. This committee
shall identify candidates and make recommendations to the Board of Directors
relative to the officers of the Corporation, taking into account By-Law
requirements concerning attendance and performance. This committee shall meet at
least annually.
ARTICLE VII
OFFICERS
Section 1. Officers of the Corporation. The officers of this
Corporation shall consist of a president, one or more vice-presidents, a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors and shall serve until their
21
successors are chosen and qualify. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the same
person. The failure to elect a president, secretary or treasurer shall not
affect the existence of this Corporation.
Section 2. Duties. The officers of this Corporation shall have the
following duties:
The President shall be the chief executive officer of the Corporation,
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
Each Vice President shall, subject to the authority and direction of
the President, have general and active management of such operations, areas, or
divisions of the business of the Corporation as may be designated by the Board
of Directors or by the President. The regular powers and duties of the President
in such areas and divisions may, upon delegation by the President, be exercised
and performed by the Vice President to whom delegated, subject to the authority
and direction of the President. Each of the Vice Presidents may execute bonds,
mortgages, and bills of sale, assignments, conveyances, and all other contracts
under the seal of the Corporation, if required or appropriate, except where
required by law to be otherwise signed and executed, or except where the signing
and
22
execution thereof, when permitted by law, shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
The Secretary shall have custody or, and maintain, all of the
Corporation records except the financial records; shall record the minutes of
all meetings of the stockholders and Board of Directors, send all notices of
meetings out, and perform such other duties as may be prescribed by the Board of
Directors or the President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Corporation will be served thereby.
ARTICLE VIII
ADMINISTRATION
Section 1. Chief Administrative Officer. The Board of Directors shall
select and employ a competent, experienced chief administrative officer, to be
designated from time to time as the Administrator of the Hospital. Said
Administrator shall be a health professional with appropriate professional
qualifications and experience, including previous administrative responsibility
in a health facility. The Administrator shall be the Board of Directors' direct
executive
23
representative in the management of the Hospital and shall be responsible for
implementing established policies of the Hospital and hiring management and
administrative staff to carry on the day to day operations of the Hospital. The
Administrator shall have the necessary authority and responsibility to
efficiently and effectively operate the Hospital in all its activities and
departments, subject only to such policies as may be adopted and such orders as
may be issued by the Board of Directors or by any committee of the Board of
Directors, to which the Board has delegated authority for such action. The Board
of Directors shall review annually the performance of the Administrator and make
recommendations for improvements.
The authority and duties of the Administrator shall include:
A. Preparation of the following items and presentation of the
same to, and review of the same with, the Board of Directors:
1. Long-term and short-term plans for the Hospital;
2. Reports on the nature and extent of funding and other
available resources;
3. Reports describing the Hospital's operations;
4. Reports evaluating the efficiency and effectiveness of the
Hospital; and
5. Budgets and financial statements.
B. Preparation of a written manual which defines Hospital
policies and procedures and is regularly reviewed and updated.
24
C. Work with the Medical Staff and those concerned with rendering
of professional services so that the best possible care may be rendered to all
patients.
D. Selection, employment, control and termination of all
employees and development and maintenance of personnel policies and practices
for the Hospital.
E. Supervision of all business affairs, making certain all funds
are collected and expended to the best possible advantage.
F. Performance of any other duties or functions that may be
necessary in the best interests of the Hospital.
Section 2. Appointment. The Administrator shall be appointed by the
Board of Directors.
ARTICLE IX
MEDICAL STAFF
Section 1. Appointment. The Corporation shall have an organized Medical
Staff of the Hospital (hereinafter referred to as the "Medical Staff") appointed
by the Board of Directors in conformity with the requirements of these By-Laws.
The Medical Staff shall constantly endeavor to maintain a high quality of
medical, psychiatric and dental care for patients in the Hospital and in the
other health care facilities operated by the Corporation, and high standards of
ethical and professional practice of its members. It shall be responsible to the
Board of Directors for the general quality of medical, psychiatric and dental
care provided in
25
the Hospital and in the other health care facilities operated by the
Corporation, and for the ethical and professional standards of its members.
Section 2. Medical Staff Membership. The Medical Staff shall be
composed of physicians and dentists professionally qualified and legally
authorized to provide medical and dental service to the patients of the Hospital
and the other health care facilities operated by the Corporation. The Medical
Staff is delegated the authority to evaluate the professional competence of
staff members and applicants for staff privileges and shall be responsible for
making recommendations to the Board of Directors concerning appointments,
reappointments and privileges.
Section 3. By-Laws and Regulations. The procedures for appointment,
reappointment, termination, classification and determination of privileges of
members of the Medical Staff, and its organization, membership, officers,
committees, meetings, procedures and approved practices, and related matters,
shall be set forth in By-Laws and regulations adopted by the Medical Staff and
approved by the Board of Directors. The Medical Staff shall be responsible for
the periodic review and revision, where necessary, of such By-Laws and
regulations. Such Medical Staff By-Laws shall provide fair hearing procedures
for members of and applicants for appointment to the Medical Staff, including
physicians and dentists whose engagement in medico-administrative positions
requires membership on the Medical Staff (unless otherwise stated by contract);
a requirement that each Medical Staff member continuously observe all ethical
principles of his profession; provision for review of any recommendation of the
26
Medical Staff with which the Board of Directors disagrees relative to Medical
Staff appointments, reappointments, or termination of appointment and granting
or curtailment of clinical privileges by a combined committee of the Medical
Staff and the Board of Directors prior to the rendering of a final decision by
the Board of Directors; a provision that no qualified applicant shall be denied
Medical Staff membership or clinical privileges on the basis of race, color,
nationality, religious or political belief, sex, age or handicap; a provision
that each practitioner applying for Medical Staff membership must sign a
statement to the effect that he has read and agrees to be bound by the Medical
Staff By-Laws and the Medical Staff rules and regulations, and by the current
policies of the Corporation that apply to his activities. Such By-Laws or rules
and regulations adopted pursuant thereto shall also provide that only a member
of the Medical Staff with admitting privileges shall be permitted to admit
patients to the Hospital; that only an appropriately licensed physician with
clinical privileges shall be directly responsible for a patient's diagnosis and
treatment within the areas of his privileges; that each patient's general
medical and psychiatric condition shall be the responsibility of a physician
member of the Medical Staff; that each patient admitted to the Hospital shall
receive a medical history and physical, mental and social examination by a
psychiatrist who is a member of the Medical Staff; shall define the
responsibilities of physicians to non-physician members of the professional
staff of the Hospital; and shall contain a provision to the effect that when a
member of the Medical Staff desires to delegate the performance of certain
practices related to medicine to
27
specified professional personnel, the Medical Staff shall review and make a
recommendation, subject to the ratification of the Board of Directors, as to the
responsibilities that may be so delegated.
ARTICLE X
STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Form. Certificates representing shares in this Corporation
shall be signed by the President or Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this Corporation or a
facsimile thereof. The signatures of the President or Vice President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate issued, said certificate
may be issued by the Corporation with the same effect as if he were such officer
at the date or its issuance.
Every certificate representing shares issued by this Corporation shall
set forth or fairly summarize upon the face or back of the certificate, or shall
state that the Corporation will furnish to any shareholder upon request and
without charge a full statement of, the designations, preferences, limitations
and relative rights of
28
the shares of each class or series authorized to be issued, and the variations
in the relative rights and preferences between the shares of each series so far
as the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the face thereof;
the name of the Corporation; that the Corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or his duly authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before
29
the Corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of any adverse claim; (c) gives bond
in such form as the Corporation may direct, to indemnify the Corporation, the
transfer agent, and registrar against any claim that may be made on account of
the alleged loss, destruction or theft of a certificate; and (d) satisfies any
other reasonable requirements imposed by the Corporation.
ARTICLE XI
BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
This Corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its shareholders, giving the names and addressed of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, record and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefor at
least six months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at least
five percent of the outstanding shares of any class or series of the
Corporation, upon written demand
30
stating the purpose thereof, shall have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any proper purpose its
relevant books and records of accounts, minutes and records of shareholders and
to make extracts therefrom.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the Corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the Corporation in this state, and shall be kept for at
least five years, and shall be subject to inspection during the business hours
by any shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE XII
DIVIDENDS
The Board of Directors of this Corporation may, from tine to time,
declare and the Corporation may pay dividends on its shares in cash, property or
its own shares, except when the Corporation is insolvent or when the payment
thereof
31
would render the Corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the Articles of
Incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the Corporation or out of capital surplus, however arising,
but each dividend paid out of capital surplus shall be identified as a
distribution of capital surplus, and the amount per share paid from such surplus
shall be disclosed to the shareholders receiving the same concurrently with the
distribution.
(b) Dividends may be declared and paid in the Corporation's own
treasury shares.
(c) Dividends may be declared and paid in the Corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the Corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there shall,
be transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without par value, such
shares shall be issued at such stated value as shall be fixed by the Board of
Directors by resolution adopted at the time such dividend is declared, and there
shall be
32
transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the dame class without increasing the stated capital
of the Corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE XIII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the following:
33
GULF COAST TREATMENT CENTER, INC.
CORPORATE SEAL
1982
FLORIDA
ARTICLE XIV
AMENDMENTS TO BY-LAWS
These By-Laws may be repealed or amended, and new By-Laws may be
adopted, by either the Board of Directors or the shareholders, but the Board of
Directors may not amend or repeal any By-Law adopted by the shareholders if the
shareholders specifically provide such By-Law is not subject to amendment or
repeal by the directors.
----------
I, the undersigned, as Secretary of Gulf Coast Treatment Center, Inc.,
a Florida corporation, hereby certify that the foregoing By-Laws were duly and
unanimously adopted at a meeting of the Board of Directors of said Corporation
held on the 6th day of March, 1985.
DATED this 7th day of March, 1985.
/s/ Arthur P. Bolton, III
--------------------------------------------
Arthur P. Bolton, III
Secretary
34