EXHIBIT 3.76
RESTATED BYLAWS
OF
RHCI SAN ANTONIO, INC.
ARTICLE I
PURPOSE
RHCI San Antonio, Inc. (the "Corporation") will maintain a role in
meeting the health needs of area residents through its facilities including
"Mission Vista Hospital Co." (the "Hospital"). The Corporation's commitments
are: to provide quality psychiatric care and substance abuse treatment; to
provide modern facilities and staff with motivated mental health professionals;
to create appropriate environments to facilitate psychiatric and substance abuse
treatment to individuals in need of psychiatric and substance abuse care,
without respect to age, sex, national origin, race, color, handicap status,
political or religious beliefs; and to contribute to the overall knowledge and
understanding of the causes and effects of psychiatric pathology and substance
abuse on individual patients as well as their significance to others, through
appropriate activity developed at professional and community levels. The
Corporation is prepared to work in cooperation with other appropriate health
agencies and institutions in an effort to improve existing health services in
the community and to design, plan and develop innovative systems of health care
management in the community.
These activities shall be conducted with an overriding concern for the
patient and the recognition of the patient's dignity as a human being. The
Corporation will
encourage the community to participate in the planning and development of
program policies for the Hospital.
ARTICLE II
OFFICES
The principal office of the Corporation shall be located in New
Orleans, Louisiana. The Corporation shall continuously maintain in the State of
Delaware a registered office and a registered agent, and may have such other
offices as the Board may determine from time to time. All dividends shall be
deemed to be paid in the State of Delaware. The Corporation shall have such
other offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
ARTICLE III
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders will be held at such time and on such date as may be designated by
the Board of Directors for the purpose of electing Directors and for the
transaction of such other business as may properly come before the meeting.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President or by the Board of Directors, and shall
be called by the President at the request of the shareholders of not less than
ten percent (10%) of all the outstanding shares of the Corporation entitled to
vote at the meeting.
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SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Delaware to conduct
any annual meeting or any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Delaware, to hold
such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the Corporation.
SECTION 4. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or 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 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 paid.
SECTION 5. Closing of Transfer Books or Fixing of 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 shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed, in any
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case, thirty (30) 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 will be closed for at least fifteen (15)
days immediately preceding such meeting, in lieu of closing stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than thirty (30) 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 of 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.
SECTION 6. Voting Lists. The officer 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,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting
shall be kept on file at the place where the meeting is to
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be held and shall be subject to inspection by any shareholder at any time during
usual business hours. Such 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 during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence of the identities of the shareholders
entitled to examine such list or transfer books or to vote at any meeting of the
shareholders.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. 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. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. Unless a time of
expiration is otherwise specified in a proxy, no proxy shall be valid if dated
more than eleven (11) months prior to the date of the meeting.
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SECTION 9. Voting of Shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. 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.
Such 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 the 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 shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and
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shall not be counted in determining the total number of outstanding shares at
any time.
SECTION 11. Action Without a Meeting. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing setting forth the action to be taken
shall be signed by the shareholders having not less than the minimum number of
votes of each voting group entitled to vote thereon that would be necessary to
authorize or take such action at a meeting at which all voting groups and shares
entitled to vote thereon were present and voted. If the consent is signed by
fewer than all of the shareholders having voting power on the question, prompt
notice shall be given to all of the shareholders of the action taken pursuant to
the consent.
ARTICLE IV
THE BOARD OF DIRECTORS
SECTION 1. Powers. 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
Certificate of Incorporation or by these Bylaws 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 Bylaws, and
as may be provided for the Board of Directors by the laws of the State of
Delaware. The Board of Directors of the Corporation shall report to the Board of
Directors of Ramsay Health Care, Inc.
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The Board of Directors shall have the authority and responsibility for
carrying out the purposes of the Corporation. Included in this responsibility
shall be the active participation by members of the Board of Directors in
activities necessary for any licensures, approvals, or accreditation of the
Corporation's health care facilities and related services.
The Board of Directors shall appoint a Consulting Board which shall
have the authority to have its own bylaws and shall be responsible for the
operations of the Hospital, for the appointment of Medical Staff of the
Hospital, and for the quality of care rendered in the Hospital.
SECTION 2. Number, Term and Qualification. The number of
directors shall be fixed by the Board of Directors and shall include two ex
officio members as described below. Directors need not be residents of the State
of Delaware nor shareholders of the Corporation. The directors, other than the
ex officio directors, shall be elected by the shareholders at the annual meeting
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.
The members of the Board of Directors shall be selected for their
ability to participate effectively in fulfilling the Board's responsibilities.
They shall also be selected for their areas of interest and expertise and
capabilities in their own field, their 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
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the director continues to meet other qualifications set forth in this Article
IV, Section 2.
The number of directors may not be increased or decreased by more than
thirty percent (30%) without the approval of the majority of shareholders
entitled to vote for the election of directors.
The Board of Directors of this corporation shall include two ex officio
members: the President of the Corporation, who shall be entitled to vote as a
director, and a selected representative of the Medical Staff, who shall not have
any voting rights as a director and who shall be entitled to attend and have a
voice at all meetings of the Board of Directors.
SECTION 3. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by the 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 or until his successor is elected and qualified.
SECTION 4. Compensation. The Board of Directors shall have the
authority to fix the compensation of directors.
SECTION 5. Standard of 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
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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.
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.
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 then serving shall constitute a quorum for the transaction of
business. The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
SECTION 9. Conflicts of Interest.
(a) Interested Director Transactions. 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 directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves
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or ratifies such contract or transaction or because his or their votes are
counted for such purpose, if: (1) 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 (2) 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 (3) the contract
or transaction is fair and reasonable as to the 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.
(b) Written Conflict of Interest Policy. The Board of Directors
shall implement from time to time a written conflict of interest policy that
includes guidelines for the resolution of any existing or apparent conflict of
interest.
ARTICLE V
MEETINGS
SECTION 1. Place of Meeting of the Board of Directors. Regular
or special meetings of the Board of Directors of the Corporation may be held
within or without the State of Delaware.
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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; or 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
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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 is 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 call 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 meeting shall be kept and shall
include at least the following:
(A) The date of the meeting;
(B) The name 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
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minutes of the proceedings of the Board of Directors or of the respective
committee. Such consent shall have the same effect as a unanimous vote.
ARTICLE VI
COMMITTEES
The Board of Directors shall establish such committees 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 of Directors 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 the committee, the members of the
Committee who are present at a meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of such absent or disqualified
member if an alternate member or members has not been selected or is absent from
the meeting. 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 authority granted to it
by 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;
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(4) Amend the Bylaws;
(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, 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 a 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 of the State of Delaware.
Written minutes shall be kept of all meetings of committees of the
Board of Directors and shall include the information specified in Article V,
Section 2 hereof.
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ARTICLE VII
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice-Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. One person may hold more than
one office. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors after the annual meeting of the shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as practicable. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Removal. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interest of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
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SECTION 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and manage all of 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, with the Secretary
or any other proper officer of the Corporation thereunto authorized by the Board
of Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and, in general, shall perform all
duties incident to the office of the President and such other duties .as may be
prescribed by the Board of Directors from time to time. The President shall not
sell, transfer, incumber, or otherwise dispose of any assets of the Corporation,
the value of which exceeds $50,000.00, without the express authorization of such
transaction from the Board of Directors.
SECTION 6. Vice-President. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President shall
perform the duties of the President, and when so acting, shall have the powers
of and be subject to all the restrictions upon the President. The Vice-President
shall perform such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
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SECTION 7. Secretary. The Secretary shall: (a) keep the minutes
of the shareholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is necessary and duly
authorized; (d) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 8. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors may determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; (b) give and receive receipt for monies due and
payable to the Corporation from any source whatsoever; (c) deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
IX of these Bylaws; and (d) in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors.
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SECTION 9. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
ARTICLE VIII
ADMINISTRATION
SECTION 1. Chief Administrative Officer. The Consulting Board
shall select and employ a competent, experienced Chief Administrative Officer,
to be designated from time to time as the Administrator of the Hospital.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks. All checks, drafts or money orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
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SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE X
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the President and by
the Secretary or by such other officers authorized by law and by the Board of
Directors so to do. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificates shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. Transfer of Shares. The shares of the Corporation
shall not be transferable until such time as the owner thereof shall have given
the Corporation fifteen (15) days in which to purchase said stock for the same
amount as any bona fide offer.
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Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the Corporation to be
the owner and holder thereof for all purposes.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of July
and end on the 30th day of June of each year.
ARTICLE XII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.
ARTICLE XIII
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have subscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal".
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ARTICLE XIV
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XV
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by a vote of the shareholders representing
a majority of all the shares issued and outstanding, at any annual shareholders'
meeting or at any special shareholders' meeting when the proposed amendment has
been set out in the notice of such meeting. These Bylaws shall be reviewed by
the Board of Directors at least every two (2) years.
ARTICLE XVI
INDEMNIFICATION
The Corporation shall indemnify its officers and directors, and may
indemnify its employees and agents, and may procure insurance on behalf of its
officers, directors, employees, and agents to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended.
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