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EXHIBIT 3.8
BYLAWS
OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
ARTICLE I
OFFICES
The Corporation will at all times maintain a registered office in the
State of Georgia and a registered agent at that address but may have other
offices located within or outside the State of Georgia as the Board of
Directors may determine.
ARTICLE II
SHAREHOLDERS' MEETINGS
2.1 Annual Meeting. A meeting of shareholders of the Corporation shall be
held annually. The annual meeting shall be held at such time and place and on
such date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 Special Meeting. Special meetings of the shareholders may be called
at any time by the Board of Directors, the President or any holder or holders
of at least twenty-five percent (25%) of the outstanding capital stock of the
Corporation. Special meetings shall be held at such a time and place and on
such date as shall be specified in the notice of the meeting.
2.3 Place. Annual or special meetings of shareholders may be held within
or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders meetings stating the
place, day and hour of the meeting shall be given in writing not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
mailed to the last known address or personally given to each shareholder.
Notice of a meeting may be waived by an instrument in writing executed before
or after the meeting. The waiver need not specify the purpose of the meeting or
the business transacted, unless one of the purposes of the meeting concerns a
plan of merger or consolidation, in which event the waiver shall comply with
the further requirements of law concerning such waivers. Attendance at such
meeting in person or by proxy shall constitute a waiver of notice thereof.
Notice of any special meeting of shareholders shall state the purpose or
purposes for which the meeting is called. The notice of any meeting at which
amendments to or
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restatements of the articles of incorporation, merger or consolidation of the
corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purposes, and further comply
with all requirements of law.
2.5 Quorum. At all meetings of shareholders a majority of the outstanding
shares of stock shall constitute a quorum for the transaction of business, and
no resolution or business shall be transacted without the favorable vote of the
holders of a majority of the shares represented at a meeting where a quorum is
present and entitled to vote. When a quorum is once present to organize a
meeting the shareholders may continue to do business at the meeting or at any
adjournment thereof notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.
2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the
shareholders of the corporation, or any action that may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by the holders of all of the
shares entitled to vote with respect to the subject matter thereof, or by the
holders of such lesser number of shares as may be required in accordance with
any lawful provision of the Articles of Incorporation, and any further
requirements of law pertaining to such consents have been complied with.
ARTICLE III
DIRECTORS
3.1 Management. Subject to these by-laws, the Articles of Incorporation,
any restrictions imposed by law or any lawful agreement between the
shareholders, the full and entire management of the affairs and business of the
corporation shall be vested in the Board of Directors, which shall have and may
exercise all of the powers that may be exercised or performed by the
corporation.
3.2 Number of Directors; Quorum. The shareholders shall fix by resolution
the precise number of members of the Board of Directors, provided that the
Board of Directors shall consist of not fewer than one (1) nor more than ten
(10) members. Directors shall be elected at each annual meeting of the
shareholders and shall serve for a term of one (1) year and until their
successors are elected. A majority of Directors shall constitute a quorum for
the transaction of business. All resolutions adopted and all business
transacted by the Board of Directors shall require the
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affirmative vote of a majority of the Directors present at a meeting where a
quorum is present.
3.3 Vacancies. The Directors may fill the place of any Director which may
become vacant prior to the expiration of his term, such appointment by the
Directors to continue until the expiration of the term of the Director whose
place has become vacant, or may fill any directorship created by reason of an
increase in the number of directors, such appointment by the Directors to
continue for a term of office until the next election of directors by the
Shareholders and until the election of the successor.
3.4 Meetings. The Directors shall meet annually, without notice,
following the annual meeting of the shareholders. Special meetings of the
Directors may be called at any time by the Chairman of the Board, the President
or by any two Directors if the Board has three or more directors, or by any
Director if the Board has less than three members, on two days' written notice
to each Director, which notice shall specify the time and place of the meeting.
Notice of any such meeting may be waived by an instrument in writing executed
before or after the meeting. Directors may attend and participate in meetings
either in person or by means of conference telephones or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by means of such communication
equipment shall constitute presence in person at any meeting. Attendance in
person at such meeting shall constitute a waiver of notice thereof.
3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of the
Directors, or any action that may be taken at a meeting of the Directors, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors and any further requirements of
law pertaining to such consents have been complied with.
3.6 Removal. Any Director may be removed from office, with or without
cause, upon the majority vote of the shareholders, at a meeting with respect to
which notice of such purpose is given.
ARTICLE IV
OFFICERS
4.1 General Provisions. The officers of the Corporation shall consist
of a Chairman of the Board, a President, a Secretary and a Treasurer who shall
be elected by the Board of Directors, and such other officers as may be elected
by the board of Directors or appointed as provided in these Bylaws. Each
officer shall be elected or appointed for a term of office running until the
meeting of the Board of Directors following the
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next annual meeting of the shareholders of the Corporation, or such other term
as provided by resolution of the Board of Directors or the appointment to
office. Each officer shall serve for the term of office for which he is elected
or appointed and until his successor has been elected or appointed and has
qualified or his earlier resignation, removal from office or death. Any two or
more offices may be held by the same person.
4.2 Chairman of the Board. The Chairman of the Board of Directors if
elected, shall preside, if present, at all meetings of the Board of Directors,
shall be the chief executive officer of the Corporation and shall be
responsible for the general supervision, direction and control of the business
of the Corporation, and shall have and perform such other duties as from time
to time may be assigned by the Board of Directors.
4.3 President. The President shall have the powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the Corporation. Except
as the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages, and other contracts on behalf of the
Corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary, an Assistant Secretary or the Treasurer.
4.4 Secretary. The Secretary shall keep minutes of all meetings of the
shareholders and Directors and have charge of the minute books, stock books and
seal of the corporation and shall perform such other duties and have such other
powers as may from time to time be delegated to him by the President or the
Board of Directors.
4.5 Treasurer. The Treasurer shall be charged with the management of the
financial affairs of the corporation, shall have the power to recommend action
concerning the corporation's affairs to the President, and shall perform such
other duties and have such other powers as may from time to time be delegated
to him by the President or Board of Directors.
4.6 Assistant Secretaries and Treasurers. Assistants to the Secretary
and Treasurer may be appointed by the President or elected by the Board of
Directors and shall perform such duties and have such powers as shall be
delegated to them by the President or the Board of Directors.
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4.7 Vice Presidents. The corporation may have one or more Vice
Presidents, elected by the Board of Directors, who shall perform such duties and
have such powers as may be delegated by the President or the Board of Directors.
ARTICLE V
CAPITAL STOCK
5.1 Share Certificates. Share certificates shall be numbered in the
order in which they are issued. They shall be signed by the Chairman of the
Board, the President or any Vice President and Secretary or an Assistant
Secretary and the seal of the corporation shall be affixed thereto. Share
certificates shall be kept in a book and shall be issued in consecutive order
therefrom. The name of the person owning the shares, the number of shares, and
the date of issue shall be entered on the stub of each certificate. Share
certificates exchanged or returned shall be cancelled by the Secretary or an
Assistant Secretary and placed in their original place in the stock book.
5.2 Transfer of Shares. Transfers of shares shall be made on the
stock books of the corporation by the holders in person or by power of attorney,
on surrender of the old certificates for such shares, duly assigned.
5.3 Voting. The holders of the capital stock shall be entitled to one
vote for each share of stock standing in their name.
ARTICLE VI
SEAL
The seal of the Corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the Corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
corporation. The seal shall be in the custody of the Secretary and affixed by
him or by his assistants on the certificates of stock and other appropriate
papers.
ARTICLE VII
AMENDMENT
These Bylaws may be amended by majority vote of the Board of Directors
of the Corporation or by majority vote of the shareholders, provided that the
shareholders may provide by resolution that any Bylaw provision repealed,
amended, adopted or
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altered by them may not be repealed, amended, adopted or altered by the Board
of Directors.
ARTICLE VIII
INDEMNIFICATION
Each person who is or was a director or officer of the Corporation, and
each person who is or was a director or officer of the corporation who at the
request of the Corporation is serving or has served as an officer, director,
partner, joint venturer or trustee of another corporation, partnership, joint
venture, trust or other enterprise shall be indemnified by the corporation
against those expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement which are allowed to be paid or reimbursed by the corporation
under the laws of the State of Georgia and which are actually and reasonably
incurred in connection with any action, suit, or proceeding, pending or
threatened, whether civil, criminal, administrative or investigative, in which
such person may be involved by reason of his being or having been a director or
officer of this corporation or of such other enterprises. Such indemnification
shall be made only in accordance with the laws of the State of Georgia and
subject to the conditions prescribed therein.
In any instance where the laws of the State of Georgia permit
indemnification to be provided to persons who are or have been an officer of
director of the Corporation or who are or have been an officer, director,
partner, joint venture or trustee of any such other enterprise only on a
determination that certain specified standards of conduct have been met, upon
application for indemnification by any such person the corporation shall
promptly cause such determination to be made by the shareholders, but shares
owned by or voted under the control of directors who are at the time parties to
the proceeding may not be voted on the determination.
As a condition to any such right of indemnification, the Corporation may
require that it be permitted to participate in the defense of any such action
or proceeding through legal counsel designated by the Corporation and at the
expense of the Corporation.
The Corporation may purchase and maintain insurance on behalf of any such
persons whether or not the Corporation would have the power to indemnify such
officers and directors against any liability under the laws of the State of
Georgia. If any expenses or other amounts are paid by way of indemnification,
other than by court order, action by shareholders or by an insurance carrier,
the Corporation shall provide notice of such
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payment to the shareholders in accordance with the provisions of the laws of
the State of Georgia.
Approved this 12th day of February, 1990.
/s/ Randolph G. Brown
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Randolph G. Brown
/s/ Gene P. Kaczmarski
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Gene P. Kaczmarski
/s/ Timothy J. Kilgallon
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Timothy J. Kilgallon
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