EXHIBIT 3.64
Adopted as of November 25, 1998
AMENDED AND RESTATED
BY-LAWS OF
RAMSAY EDUCATIONAL SERVICES, INC.
ARTICLE I
Offices
The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.
The Corporation may also have offices at such other places, both within
and without the State of Delaware, as may from time to time be designated by the
Board of Directors.
ARTICLE II
Books
The books and records of the Corporation may be kept (except as
otherwise provided by the laws of the State of Delaware) outside of the State of
Delaware and at such place or places as may from time to time be designated by
the Board of Directors.
ARTICLE III
Stockholders
Section 1. Annual Meetings. The annual meeting of the stockholders of
the Corporation for the election of Directors and the transaction of such other
business as may properly come before said meeting shall be held at the principal
business office of the Corporation or at such other place or places either
within or without the State of Delaware as may be designated by the Board of
Directors and stated in the
notice of the meeting, on the first Thursday of June in each year, if not a
legal holiday, and, if a legal holiday, then on the next day not a legal
holiday, at 10:00 o'clock in the forenoon, or such other day as shall be
determined by the Board of Directors.
Written notice of the place designated for the annual meeting of the
stockholders of the Corporation shall be delivered personally or mailed to each
stockholder entitled to vote thereat not less than ten (10) and not more than
sixty (60) days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with. If mailed, said notice shall be directed to each stockholder at
his address as the same appears on the stock ledger of the Corporation unless he
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request.
Section 2. Special Meetings. Special meetings of the stockholders of
the Corporation shall be held whenever called in the manner required by the laws
of the State of Delaware for purposes as to which there are special statutory
provisions, and for other purposes whenever called by resolution of the Board of
Directors, or by the Chief Executive Officer, or by the holders of a majority of
the outstanding shares of capital stock of the Corporation, the holders of which
are entitled to vote on matters that are to be voted on at such meeting. Any
such special meeting of stockholders may be held at the principal business
office of the Corporation or at
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such other place or places, either within or without the State of Delaware, as
may be specified in the notice thereof. Business transacted at any special
meeting of stockholders of the Corporation shall be limited to the purposes
stated in the notice thereof.
Except as otherwise expressly required by the laws of the State of
Delaware, written notice of each special meeting, stating the day, hour and
place, and in general terms the business to be transacted thereat, shall be
delivered personally or mailed to each stockholder entitled to vote thereat not
less than ten (10) and not more than sixty (60) days before the meeting. If
mailed, said notice shall be directed to each stockholder at his address as the
same appears on the stock ledger of the Corporation unless he shall have filed
with the Secretary of the Corporation a written request that notices intended
for him be mailed to some other address, in which case it shall be mailed to the
address designated in said request. At any special meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with.
Section 3. List of Stockholders. The officer of the Corporation who
shall have charge of the stock ledger of the Corporation shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any
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stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 4. Quorum. At any meeting of the stockholders of the
Corporation, except as otherwise expressly provided by the laws of the State of
Delaware, the Certificate of Incorporation or these By-Laws, there must be
present, either in person or by proxy, in order to constitute a quorum,
stockholders owning a majority of the issued and outstanding shares of the
capital stock of the Corporation entitled to vote at said meeting. At any
meeting of stockholders at which a quorum is not present, the holders of, or
proxies for, a majority of the stock which is represented at such meeting, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
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Section 5. Organization. The Chief Executive Officer, or in his absence
the President, or in his absence any Vice President, shall call to order
meetings of the stockholders and shall act as chairman of such meetings. The
Board of Directors or the stockholders may appoint any stockholder or any
Director or officer of the Corporation to act as chairman of any meeting in the
absence of the Chief Executive Officer, the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders, but in the absence of the Secretary the presiding officer
may appoint any other person to act as secretary of any meeting.
Section 6. Voting. Except as otherwise provided in the Certificate of
Incorporation or these By-Laws, each stockholder of record of the Corporation
shall, at every meeting of the stockholders of the Corporation, be entitled to
one (1) vote for each share of stock standing in his name on the books of the
Corporation on any matter on which he is entitled to vote, and such votes may be
cast either in person or by proxy, appointed by an instrument in writing,
subscribed by such stockholder or by his duly authorized attorney, and filed
with the Secretary before being voted on, but no proxy shall be voted after
three (3) years from its date, unless said proxy provides for a longer period.
If the Certificate of Incorporation provides for more or less than one (1) vote
for any share of capital stock of the Corporation, on any matter, then any and
every reference in these By-Laws to a majority or other proportion of capital
stock shall refer to such majority or other proportion of the votes of such
stock.
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The vote on all elections of Directors and on any other questions
before the meeting need not be by ballot, except upon demand of any stockholder.
When a quorum is present at any meeting of the stockholders of the
Corporation, the vote of the holders of a majority of the capital stock entitled
to vote at such meeting and present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, under any provision of the laws of the State of Delaware or of the
Certificate of Incorporation, a different vote is required in which case such
provision shall govern and control the decision of such question.
Section 7. Consent. Except as otherwise provided by the Certificate of
Incorporation, whenever the vote of the stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provision of the laws of the State of Delaware or of the Certificate of
Incorporation, such corporate action may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding capital stock of
the Corporation 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. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented thereto in writing.
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Section 8. Judges. At every meeting of the stockholders of the
Corporation at which a vote by ballot is taken, the polls shall be opened and
closed, the proxies and ballots shall be received and taken in charge, and all
questions touching the qualifications of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by, two (2) judges. Said
judges shall be appointed by the Board of Directors before the meeting, or, if
no such appointment shall have been made, by the presiding officer of the
meeting. If for any reason any of the judges previously appointed shall fail to
attend or refuse or be unable to serve, judges in place of any so failing to
attend, or refusing or unable to serve, shall be appointed in like manner.
ARTICLE IV
Directors
Section 1. Number, Election and Term of Office. The business and
affairs of the Corporation shall be managed by the Board of Directors. The
number of Directors which shall constitute the whole Board shall be between one
(1) and 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 the stockholders of the Corporation, except as provided in
Section 2 of this Article, to serve until the next annual meeting of
stockholders and until their respective successors are duly elected and have
qualified.
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In addition to the powers by these By-Laws expressly conferred upon
them, the Board may exercise all such powers of the Corporation as are not by
the laws of the State of Delaware, the Certificate of Incorporation or these
By-Laws required to be exercised or done by the stockholders.
Section 2. Vacancies and Newly Created Directorships. Except as
hereinafter provided, any vacancy in the office of a Director occurring for any
reason other than the removal of a Director pursuant to Section 3 of this
Article, and any newly created Directorship resulting from any increase in the
authorized number of Directors, may be filled by a majority of the Directors
then in office or by a sole remaining Director. In the event that any vacancy in
the office of a Director occurs as a result of the removal of a Director
pursuant to Section 3 of this Article, or in the event that vacancies occur
contemporaneously in the offices of all of the Directors, such vacancy or
vacancies shall be filled by the stockholders of the Corporation at a meeting of
stockholders called for the purpose. Directors chosen or elected as aforesaid
shall hold office until the next annual meeting of stockholders and until their
respective successors are duly elected and have qualified.
Section 3. Removals. At any meeting of stockholders of the Corporation
called for the purpose, the holders of a majority of the shares of capital stock
of the Corporation entitled to vote at such meeting may remove from office, with
or without cause, any or all of the Directors.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
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State of Delaware, as shall from time to time be determined by resolution of the
Board.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chief Executive Officer or any two Directors on notice
given to each Director, and such meetings shall be held at the principal
business office of the Corporation or at such other place or places, either
within or without the State of Delaware, as shall be specified in the notices
thereof.
Section 6. Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held as soon as practicable after each annual
election of Directors and on the same day, at the same place at which regular
meetings of the Board of Directors are held, or at such other time and place as
may be provided by resolution of the Board. Such meeting may be held at any
other time or place which shall be specified in a notice given, as hereinafter
provided, for special meetings of the Board of Directors.
Section 7. Notice. Notice of any meeting of the Board of Directors
requiring notice shall be given to each Director by mailing the same, addressed
to him at his residence or usual place of business, at least forty-eight (48)
hours, or shall be sent to him at such place by facsimile transmission, courier,
telegraph, cable or wireless, or shall be delivered personally or by telephone,
at least twelve (12) hours, before the time fixed for the meeting. At any
meeting at which every Director shall be present or at which all Directors not
present shall waive notice in writing, any and all business may be transacted
even though no notice shall be given.
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Section 8. Quorum. At all meetings of the Board of Directors, the
presence of one-half or more of the Directors constituting the Board shall
constitute a quorum for the transaction of business. Except as may be otherwise
specifically provided by the laws of the State of Delaware, the Certificate of
Incorporation or these By-Laws, the affirmative vote of a majority of the
Directors present at the time of such vote shall be the act of the Board of
Directors if a quorum is present. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Consent. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting, if all
members of the Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board.
Section 10. Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of Directors
may participate in a meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other, and participation in a meeting pursuant to
this Section 10 shall constitute presence in person at such meeting.
Section 11. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board, a
fixed sum and
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expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 12. Resignations. Any Director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chief
Executive Officer or to the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V
Officers
Section 1. Number, Election and Term of Office. The officers of the
Corporation shall be a Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may at the discretion of the Board
of Directors include one or more Assistant Treasurers and Assistant Secretaries.
The officers of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the annual meeting of the
stockholders, and shall hold their respective offices until their successors are
duly elected and have qualified. Any number of offices may be held by the same
person. The Chief Executive Officer or the Board of Directors may from time to
time appoint such other officers and agents as the interest of the Corporation
may require and may fix their duties and terms of office.
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Section 2. Chief Executive Officer. The Chief Executive Officer shall
be the Chief Executive Officer of the Corporation and should have general and
active management of the business of the Corporation, and shall see that all
orders and resolutions of the Board are carried into effect. He shall ensure
that the books, reports, statements, certificates and other records of the
Corporation are kept, made or filed in accordance with the laws of the State of
Delaware. He shall preside at all meetings of the Board of Directors and at all
meetings of the stockholders. He shall cause to be called regular and special
meetings of the stockholders and of the Board of Directors in accordance with
these By-Laws. He may sign, execute and deliver in the name of the Corporation
all deeds, mortgages, bonds, contracts or other instruments authorized by the
Board of Directors, except in cases where the signing, execution or delivery
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation or where any of them
shall be required by law otherwise to be signed, executed or delivered. He may
sign, with the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, certificates of stock of the Corporation. He shall appoint
and remove, employ and discharge, and fix the compensation of all servants,
agents, employees and clerks of the Corporation, and of all the duly elected or
appointed officers, subject to the approval of the Board of Directors. In
addition to the powers and duties expressly conferred upon him by these By-Laws,
he shall, except as otherwise specifically provided by the laws of the State of
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Delaware, have such other powers and duties as shall from time to time be
assigned to him by the Board of Directors.
Section 3. President. The President shall be the chief operating
officer, or, if the office of Chief Executive Officer shall be vacant, the chief
executive officer of the Corporation. At the request of the Chief Executive
Officer, or in the case of the absence of the Chief Executive Officer or
inability to act, or if the office of the Chief Executive Officer shall be
vacant, the President shall perform the duties of the Chief Executive Officer,
and when so acting, shall have all the powers of the Chief Executive Officer. In
addition to the powers and duties expressly conferred upon him by these By-Laws,
he shall, except as otherwise specifically provided by the laws of the State of
Delaware, have such other powers and duties as shall from time to time be
assigned to him by the Chief Executive Officer or by the Board of Directors.
Section 4. Vice Presidents. The Vice Presidents shall perform such
duties as the Chief Executive Officer, the President or the Board of Directors
shall require. Any Vice President shall, during the absence or incapacity of the
President, assume and perform his duties.
Section 5. Secretary. The Secretary may sign all certificates of stock
of the Corporation. He shall record all the proceedings of the meetings of the
Board of Directors and of the stockholders of the Corporation in books to be
kept for that purpose. He shall have custody of the seal of the Corporation and
may affix the same to any instrument requiring such seal when authorized by the
Board of
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Directors, and when so affixed he may attest the same by his signature. He shall
keep the transfer books, in which all transfers of the capital stock of the
Corporation shall be registered, and the stock books, which shall contain the
names and addresses of all holders of the capital stock of the Corporation and
the number of shares held by each; and he shall keep such stock and transfer
books open daily during business hours to the inspection of every stockholder
and for transfer of stock. He shall notify the Directors and stockholders of
their respective meetings as required by law or by these By-Laws, and shall
perform such other duties as may be required by law or by these By-Laws, or
which may be assigned to him from time to time by the Chief Executive Officer or
the Board of Directors.
Section 6. Assistant Secretaries. The Assistant Secretaries shall,
during the absence or incapacity of the Secretary, assume and perform all
functions and duties which the Secretary might lawfully do if present and not
under any incapacity.
Section 7. Treasurer. The Treasurer shall have charge of the funds and
securities of the Corporation. He may sign all certificates of stock. He shall
keep full and accurate accounts of all receipts and disbursements of the
Corporation in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board, and shall
render to the Chief Executive Officer or the President or the Directors,
whenever they may require it, an account of all his
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transactions as Treasurer and an account of the business and financial position
of the Corporation.
Section 8. Assistant Treasurers. The Assistant Treasurers shall, during
the absence or incapacity of the Treasurer, assume and perform all functions and
duties which the Treasurer might lawfully do if present and not under any
incapacity.
Section 9. Treasurer's Bond. The Treasurer and Assistant Treasurers
shall, if required so to do by the Board of Directors, each give a bond (which
shall be renewed every six (6) years) in such sum and with such surety or
sureties as the Board of Directors may require.
Section 10. Transfer of Duties. The Board of Directors or the Chief
Executive Officer in its or his absolute discretion may transfer the power and
duties, in whole or in part, of any officer to any other officer, or persons,
notwithstanding the provisions of these By-Laws, except as otherwise provided by
the laws of the State of Delaware.
Section 11. Vacancies. If the office of Chief Executive Officer,
President, Vice President, Secretary or Treasurer, or of any other officer or
agent becomes vacant for any reason, the Board of Directors may choose a
successor to hold office for the unexpired term.
Section 12. Removals. At any meeting of the Board of Directors called
for the purpose, any officer or agent of the Corporation may be removed from
office,
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with or without cause, by the affirmative vote of a majority of the entire Board
of Directors.
Section 13. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 14. Resignations. Any officer or agent of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
Chief Executive Officer, the President or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
be not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI
Contracts, Checks and Notes
Section 1. Contracts. Unless the Board of Directors shall otherwise
specifically direct, all contracts of the Corporation shall be executed in the
name of the Corporation by the Chief Executive Officer, the President or a Vice
President.
Section 2. Checks and Notes. All checks, drafts, bills of exchange and
promissory notes and other negotiable instruments of the Corporation shall be
signed by such officers or agents of the Corporation as may be designated by the
Board of Directors.
ARTICLE VII
Stock
Section 1. Certificates of Stock. The certificates for shares of the
stock of the Corporation shall be in such form, not inconsistent with the
Certificate of
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Incorporation, as shall be prepared or approved by the Board of Directors. Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the Chief Executive Officer or
the President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary certifying the number of shares owned by him and the
date of issue; and no certificate shall be valid unless so signed. All
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued.
Where a certificate is countersigned (1) by a transfer agent other than
the Corporation or its employee, or, (2) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
All certificates surrendered to the Corporation shall be cancelled and,
except in the case of lost or destroyed certificates, no new certificates shall
be issued until the former certificates for the same number of shares of the
same class of stock shall have been surrendered and cancelled.
Section 2. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer,
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it shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
ARTICLE VIII
Registered Stockholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to, or interest in, such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of the
State of Delaware.
ARTICLE IX
Lost Certificates
Any person claiming a certificate of stock to be lost or destroyed,
shall make an affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representative, to give the Corporation a bond in a sum sufficient,
in the opinion of the Board of Directors, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed may be issued without
requiring any bond when, in the judgment of the Directors, it is proper so to
do.
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ARTICLE X
Fixing of Record Date
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE XI
Dividends
Subject to the relevant provisions of the Certificate of Incorporation,
dividends upon the capital stock of the Corporation may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property, or in shares of the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sums as the Directors from time
to
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time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the Directors
shall think conducive to the interest of the Corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was created.
ARTICLE XII
Waiver of Notice
Whenever any notice whatever is required to be given by statute or
under the provisions of the Certificate of Incorporation or these By-Laws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be equivalent
thereto.
ARTICLE XIII
Seal
The corporate seal of the Corporation shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware."
ARTICLE XIV
Amendments
Subject to the provisions of the Certificate of Incorporation, these
By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the
stockholders or by the Board of Directors, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment or
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repeal of the By-Laws or of adoption of new By-Laws be contained in the notice
of such special meeting.
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