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Exhibit 3.4
QUALITY CARE SOLUTIONS, INC.
BYLAWS
As Amended and Restated through January 3, 2000
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QUALITY CARE SOLUTIONS, INC.
BYLAWS
INDEX
Page
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ARTICLE I - OFFICES; DEFINITIONS.................................................... 1
Section 1. Registered Office.................................................... 1
Section 2. Other Offices........................................................ 1
Section 3. Definitions.......................................................... 1
ARTICLE II - MEETINGS OF SHAREHOLDERS............................................... 1
Section 1. Place of Meeting..................................................... 1
Section 2. Annual Meeting....................................................... 1
Section 3. Special Meetings..................................................... 2
Section 4. Notice of Meetings................................................... 2
Section 5. Stockholders Consent................................................. 2
Section 6. List of Stockholders Entitled to Vote................................ 2
Section 7. Quorum............................................................... 3
Section 8. Requisite Vote....................................................... 3
Section 9. Voting............................................................... 4
Section 10. Notice of Stockholder Business at Annual Meetings.................... 4
ARTICLE III - DIRECTORS............................................................. 6
Section 1. Number; Classification; Nominations; Election; Term of Office........ 6
Section 2. Filling of Vacancies................................................. 8
Section 3. Qualifications....................................................... 9
Section 4. Removal.............................................................. 9
Section 5. General Powers....................................................... 9
Section 6. Place of Meetings.................................................... 10
Section 7. Regular Annual Meeting............................................... 10
Section 8. Additional Regular Meetings.......................................... 10
Section 9. Special Meetings..................................................... 11
Section 10. Place of Meetings................................................... 11
Section 11. Notices............................................................. 11
Section 12. Quorum.............................................................. 11
Section 13. Compensation of Directors........................................... 12
Section 14. Executive Committee................................................. 12
Section 15. Finance Committee................................................... 12
Section 16. Other Committees of the Board....................................... 12
Section 17. Committees-General Rules............................................ 13
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Section 18. Directors Emeritus and Advisory Directors........................... 13
ARTICLE IV - NOTICES................................................................ 14
Section 1. Service of Notice.................................................... 14
Section 2. Waiver of Notices.................................................... 14
ARTICLE V - OFFICERS................................................................ 14
Section 1. Titles............................................................... 14
Section 2. Election............................................................. 15
Section 3. Term................................................................. 15
Section 4. Chairman of the Board................................................ 15
Section 5. President............................................................ 16
Section 6. Vice Chairmen of the Board........................................... 16
Section 7. Vice Presidents...................................................... 16
Section 8. Secretary and Assistant Secretaries.................................. 17
Section 9. Treasurer and Assistant Treasurers................................... 17
Section 10. Controller and Assistant Controllers................................ 18
Section 11. Appointed Officers.................................................. 18
ARTICLE VI - CERTIFICATES OF SHARES................................................. 18
Section 1. Certificates......................................................... 18
Section 2. Signatures on Certificates........................................... 19
Section 3. Transfer Agents and Registrars; Facsimile Signatures................. 19
Section 4. Lost Certificates.................................................... 19
Section 5. Transfer of Shares................................................... 20
Section 6. Registered Stockholders.............................................. 20
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS................................................... 20
Section 1. Actions Involving Directors, Officers or Employees................... 20
Section 2. Actions Involving Agents............................................. 21
Section 3. Determination of Right to Indemnification in Certain Instances....... 22
Section 4. Advance Payment of Expenses.......................................... 23
Section 5. Successful Defense................................................... 23
Section 6. Not Exclusive Right.................................................. 23
Section 7. Insurance............................................................ 24
Section 8. Subsidiaries of Corporation.......................................... 24
Section 9. Spousal Indemnification.............................................. 25
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ARTICLE VIII - GENERAL PROVISIONS................................................... 25
Section 1. Dividends............................................................ 25
Section 2. Checks............................................................... 25
Section 3. Fiscal Year.......................................................... 25
Section 4. Seal................................................................. 25
Section 5. Closing of Transfer Books and Fixing of Record Dates................. 26
ARTICLE IX - AMENDMENTS............................................................. 27
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QUALITY CARE SOLUTIONS, INC.
BYLAWS
ARTICLE I
OFFICES; DEFINITIONS
Section 1. Registered Office. The registered office of the Corporation
in the State of Nevada shall be located at 400 West King Street, Suite 302,
Carson City, Nevada 89703.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Nevada as the Board may, from
time to time, determine or the business of the Corporation may require.
Section 3. Definitions. Unless the context otherwise requires, defined
terms herein shall have the meanings ascribed thereto in the Articles of
Incorporation (the "Articles").
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the stockholders shall be
held at such place within or without the State of Nevada as may be, from time to
time, fixed or determined by the Board.
Section 2. Annual Meeting. The annual meeting of the stockholders shall
be held at such time and on such day as shall 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. At the annual meeting,
any business may be transacted and any corporate action may be taken, whether
stated in the notice of meeting or not, except as otherwise expressly provided
by statute or the Articles of Incorporation.
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Section 3. Special Meetings. Unless otherwise limited by statute or by
the Articles, special meetings of the stockholders, for any purpose or purposes,
may be called at any time by the Chairman of the Board, any Vice Chairman of the
Board, the President, the Secretary, or a majority of the Board.
Section 4. Notice of Meetings. Written notice of every meeting of the
stockholders, specifying the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered or mailed, postage prepaid, by or at the direction of
the Secretary, not less than ten (10) nor more than seventy (70) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting.
Section 5. Stockholders Consent. Unless provided otherwise in the
Articles of Incorporation, all action by holders of the Corporation's
outstanding voting securities shall be taken at an annual or special meeting of
the stockholders following notice as provided by law or in the Bylaws.
Stockholders of the Corporation shall not have the power to act by means of
written consent.
Section 6. List of Stockholders Entitled to Vote. At least ten (10)
days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting shall be prepared and arranged in
alphabetical order with the address of each stockholder 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 registered office of the Corporation and shall be
subject to inspection by any stockholder 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 stockholder during
the whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in the State of Nevada, shall be prima facie evidence as
to who are the
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stockholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of the stockholders. Failure to comply with the above
requirements in respect of lists of stockholders shall not affect the validity
of any action taken at such meeting.
Section 7. Quorum. The holders of a majority of the issued and
outstanding shares entitled to vote, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
law, the Articles or by these Bylaws. The stockholders present at a meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of stockholders as to reduce the
remaining stockholders to less than a quorum. Whether or not a quorum is
present, the chairman of the meeting or a majority of the stockholders entitled
to vote thereat, present in person or by proxy, shall have power, except as
otherwise provided by statute, successively to adjourn the meeting to such time
and place as they may determine, to a date not longer than ninety (90) days
after each such adjournment, and no notice of any such adjournment need be given
to stockholders other than the announcement of the adjournment at the meeting.
At any 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 called.
Section 8. Requisite Vote. When a quorum is present or represented at
any meeting, the vote of the holders of a majority of the shares entitled to
vote which are present in person or represented by proxy shall decide any
questions brought before such meeting, unless the question is one upon which, by
express provision of law, the Articles or by these Bylaws, a different vote is
required, in which case such express provisions shall govern and control the
decision of such question.
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Section 9. Voting. Each stockholder shall, at every meeting of the
stockholders, be entitled to one vote in person or by proxy for each share
having voting power held by such stockholder, but no proxy shall be voted after
eleven (11) months from the date of its execution unless otherwise provided in
the proxy. In each election for Directors, no stockholder shall be entitled to
vote cumulatively or to cumulate his votes. In addition, unless otherwise
provided by Nevada law or the Articles, the Chairman of the Board or other
persons authorized by the Board of Directors, shall have the discretion to vote
proxies submitted to the corporation on any matters transacted at the meeting
not covered in the notice of meeting.
Section 10. Notice of Stockholder Business at Annual Meetings. At any
annual meeting of stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles or these Bylaws, each
item of business to be properly brought before an annual meeting must (a) be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board or the persons calling the meeting pursuant to the
Articles; (b) be otherwise properly brought before the meeting by or at the
direction of the Board; or (c) be otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 90 days nor more than 120 days prior to
the annual meeting; provided, however, that in the event less than 100 days'
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice by the stockholder to be timely must be so
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received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. For purposes of these Bylaws "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones, Associated Press,
Reuters or comparable national news service, or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"). A stockholder's notice to the Secretary shall set forth as to each matter
he or she proposes to bring before the annual meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder(s) proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the proposing stockholder(s), and (d) any material
interest of the proposing stockholder(s) in such business. Notwithstanding
anything in these Bylaws to the contrary, but subject to Article III, Section
1(c) hereof, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section. The Chairman of the
annual meeting shall, if the facts warrant, determine and declare to the annual
meeting that business was not properly brought before the annual meeting in
accordance with the provisions of this Section; and if he or she should so
determine, shall so declare to the meeting and any such business not properly
brought before the annual meeting shall not be transacted. The Chairman of the
meeting shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive. The provisions of this Section 9 shall also govern what constitutes
timely notice for purposes of Rule 14a-4(c) under the 1934 Act.
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ARTICLE III
DIRECTORS
Section 1. Number; Classification; Nominations; Election; Term of
Office.
(a) The Board shall consist of such number of Directors as
the Board may from time to time determine, provided that in no event shall the
number of Directors be less than six (6) nor more than nine (9), and provided
further that no reduction in the number of Directors shall have the effect of
shortening the term of any incumbent Director. In addition, the Board may, from
time to time, appoint such number of "Advisory Directors" and "Directors
Emeritus" as it may deem advisable, with such Advisory or Emeritus Directors
having only such rights, powers and obligations as granted to them in Section 18
of this Article III.
(b) The Board of Directors (herein the "Board") shall be
divided into three classes, as nearly equal in number as possible. In the event
of any increase in the number of Directors, the additional Director(s) shall be
added to such class(es) as may be necessary so that all classes shall be as
nearly equal in number as possible. In the event of any decrease in the number
of Directors, all classes of Directors shall be decreased as nearly equally as
may be possible. Subject to the foregoing, the Board shall determine the
class(es) to which any additional Director(s) shall be added and the class(es)
which shall be decreased in the event of any decrease in the number of
Directors.
At each annual meeting of stockholders the successors to the
class of Directors whose term shall then expire shall be elected for a term
expiring at the third succeeding annual meeting after such election.
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(c) In addition to the qualifications set out in Section 3
of this Article III, in order to be qualified for election as a Director,
persons must be nominated in accordance with the following procedure:
Nominations of persons for election to the Board of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board or by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the procedures set forth
in this Section 1(c). In order for persons nominated to the Board, other than
those persons nominated by or at the direction of the Board, to be qualified to
serve on the Board, such nominations shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received by the Secretary of the
Corporation not less than 90 days nor more than 120 days prior to the meeting;
provided, however, that in the event less than 100 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the Corporation
which are beneficially owned by such person, (D) any other information relating
to such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and
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to serving as a Director if elected) and (E) if the stockholder(s) making the
nomination is an Interested Person, details of any relationship, agreement or
understanding between the stockholder(s) and the nominee; and (ii) as to the
stockholder(s) making the nomination (A) the name and address, as they appear on
the Corporation's books, of such stockholder(s) and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder(s).
At the request of the Board, any person nominated by the Board for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be qualified for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 1(c). The Chairman of a meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if he or she should so determine, shall
so declare to the meeting, and the defective nomination shall be disregarded.
The Chairman of a meeting shall have absolute authority to decide questions of
compliance with the foregoing procedures, and his or her ruling thereon shall be
final and conclusive.
(d) Directors shall be elected at annual meetings of the
stockholders, except as provided in Section 2 of this Article III, and each
Director shall hold office until his or her successor is elected and qualified.
Section 2. Filling of Vacancies. Vacancies and newly created
directorships shall be filled only by a majority of the remaining Directors,
though less than a quorum, and each person so elected shall be a Director until
his or her successor is elected by the stockholders, who may make such election
at the next annual meeting of the stockholders at which Directors of his or
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her class are elected or at any special meeting of stockholders duly called for
that purpose and held prior thereto.
Section 3. Qualifications. Directors must be nominated in accordance
with the procedure set out in Section 1(c) of this Article III. Directors need
not be stockholders. No person shall be eligible for election as a Director,
either under Section 1 or Section 2 of this Article III, if such person's
seventy-second (72d) birthday shall fall on a date prior to the commencement of
the term for which such Director is to be elected or appointed; provided,
however, that this limitation shall not apply to persons who were Directors of
the Corporation on January 3, 2000. No person shall be qualified to be elected
and to hold office as a Director if such person is determined by a majority of
the whole Board to have acted in a manner contrary to the best interests of the
Corporation, including, but not limited to, violation of either state or Federal
law, maintenance of interests not properly authorized and in conflict with the
interests of the Corporation, or breach of any agreement between such Director
and the Corporation relating to such Director's services as a Director, employee
or agent of the Corporation.
Section 4. Removal. By action of a majority of the whole Board, any
Director may be removed from office for cause if such Director shall at the time
of such removal fail to meet the qualifications for election as a Director as
set forth under Article III, Section 3 hereof. Notice of the proposed removal
shall be given to all Directors of the Corporation prior to action thereon.
Directors may be otherwise removed only by the vote of stockholders representing
not less than two-thirds (2/3) of the voting power of the issued and outstanding
voting stock of the Corporation.
Section 5. General Powers. The property and business of the Corporation
shall be controlled and managed by its Board of Directors which may exercise all
such powers of the
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Corporation and do all such lawful acts and things as are not, by law, the
Articles or by these Bylaws, directed or required to be exercised and done by
the stockholders or the Continuing Directors.
Section 6. Place of Meetings. The Board may hold meetings, both regular
and special, either within or without the State of Nevada.
Section 7. Regular Annual Meeting. A regular annual meeting of the
Board, including newly elected Directors, shall be held immediately following
the annual meeting of the stockholders and shall be held at the principal
offices of the Corporation at 5030 East Sunrise Drive, Phoenix, Arizona 85044,
unless another time or place shall be fixed therefor by the Directors. No notice
of such meeting shall be necessary to the Directors in order, legally, to
constitute the meeting, provided a majority of the whole Board shall be present.
In the event such annual meeting of the Board is not held at the time and place
specified herein, or at such other time and place as may be fixed by the
Directors, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for meetings of the Board, or as shall
be specified in a written waiver signed by all of the Directors.
Section 8. Additional Regular Meetings. Additional regular meetings of
the Board shall be held as the Board may, by resolution, prescribe, and at such
hour of such day as shall be stated in the notice of the meeting; provided that
the Chairman, in his or her discretion, may dispense with any one or more of
such meetings, by having notice of the intention so to do given, by letter or
telegram, to each Director not less than ten (10) days prior to the regularly
scheduled date of each meeting so to be dispensed with. Notice of any regular
meeting shall be given to each Director at least forty-eight (48) hours in
advance thereof, either personally, by mail or by telegram.
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Section 9. Special Meetings. Special meetings of the Board may be
called by the Chairman, any Vice Chairman, the President, any Vice President or
the Secretary, on notice given personally, by mail, by telephone, by telegram or
by facsimile to each Director given twenty-four (24) hours in advance of such
meeting. Special meetings shall be called by the Chairman, any Vice Chairman,
the President or Secretary in like manner and on like notice on the written
request of any two Directors.
Section 10. Place of Meetings. Special meetings and regular meetings of
the Board, other than the regular annual meeting, shall be held at such place as
may be specified in the notice of such meeting. Members of the Board and its
Committees may participate in meetings by means of conference telephone or
similar communications equipment whereby all persons participating in the
meeting can hear each other, and such participation shall constitute presence at
the meeting.
Section 11. Notices. Notice of any meeting may be given by the
Chairman, any Vice Chairman, the President, any Vice President or the Secretary
and shall specify the time and place of the meeting.
Section 12. Quorum. At all meetings of the Board a majority of
Directors in office (the "whole Board") shall be necessary to constitute a
quorum for the transaction of business, and the acts of a majority of the
Directors present at a meeting at which a quorum is present shall be the acts of
the Board, except as otherwise may be specifically provided by law or by the
Articles. If a quorum shall not be present at any meeting of the Board, 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.
A Director who may abstain from voting by reason of personal
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interest or conflict of interest on any particular matter before a meeting of
the Board shall, nevertheless be counted for the purpose of constituting a
quorum of the Board.
Section 13. Compensation of Directors. Directors, as such, shall
receive for their services such compensation as may be fixed, from time to time,
by resolution of the Board, together with a stipend for attendance, and expenses
of attendance, if any, for each meeting of the Board or meetings of any
committee on which the Directors may serve; 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 14. Executive Committee. The Board may, by resolution passed by
a majority of the whole Board, designate two or more of its number to constitute
an Executive Committee which, to the extent provided in such resolution, shall
have and exercise the authority of the Board in the management and business of
the Corporation.
Section 15. Finance Committee. The Board may, by resolution passed by a
majority of the whole Board, designate two or more of its number, one of whom
shall be the Committee Chairman, as the Finance Committee of the Board, which to
the extent provided in such resolution shall have and exercise the authority of
the Board in the management and business of the Corporation. The Committee shall
study and consider financial matters affecting the operations of the
Corporation, including its long range financial requirements, shall advise the
Board in respect thereto, and shall have such other duties as shall be specified
by resolution of the Board.
Section 16. Other Committees of the Board. The Board may, by resolution
passed by a majority of the whole Board, designate two or more of its members to
constitute such other Committees of the Board as the Board by such resolution or
resolutions may determine. To the
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extent provided in such resolution or resolutions, such Committees shall have
and exercise the authority of the Board in the management and business of the
Corporation.
Section 17. Committees-General Rules. Each Committee of the Board shall
keep regular minutes of its proceedings and report the same to the Board when
required. Vacancies in the membership of each Committee shall be filled by the
Board at any regular or special meeting of the Board. A Director who may be
disqualified, by reason of personal interest, from voting on any particular
matter before a meeting of a Committee may nevertheless be counted for the
purpose of constituting a quorum of the Committee. At all meetings of a
Committee, a majority of the Committee members then in office shall constitute a
quorum for the purpose of transacting business, and the acts of a majority of
the Committee members present at any meeting at which there is a quorum shall be
the acts of the Committee.
Section 18. Directors Emeritus and Advisory Directors. The Board may
from time to time create one or more positions of Director Emeritus and Advisory
Director, and may fill such position or positions for such term as the Board
deems proper. Each Director Emeritus and Advisory Director shall have the
privilege of attending meetings of the Board but shall do so solely as an
observer. Notice of such meetings to a Director Emeritus or Advisory Director
shall not be required under any applicable law, the Articles, or these Bylaws.
Each Director Emeritus and Advisory Director shall be entitled to receive such
compensation as may be fixed from time to time by the Board. No Director
Emeritus or Advisory Director shall be entitled to vote on any business coming
before the Board, nor shall they be counted as members of the Board for the
purpose of determining the number of Directors necessary to constitute a quorum,
for the purpose of determining whether a quorum is present, or for any other
purpose whatsoever. In the case of a Director Emeritus or Advisory Director, the
occurrence of any event which in the case
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of a Director would create a vacancy on the Board, shall be deemed to create a
vacancy in such position; but the Board may declare the position terminated
until such time as the Board shall again deem it proper to create and to fill
the position.
ARTICLE IV
NOTICES
Section 1. Service of Notice. Notices to Directors and stockholders
shall be in writing and delivered personally or mailed or sent by telegram,
telex or facsimile transmission to the Directors or stockholders at their
addresses appearing on the books of the Corporation, except that notice to
Directors of a special meeting of the Board may be given orally. Notice by mail
shall be deemed to be given at the time when the same shall be mailed; notice by
telegram when such notice is delivered to the telegraph company; notice by
facsimile transmission when transmitted.
Section 2. Waiver of Notices. Whenever any notice is required to be
given under the provisions of law, the Articles, or of these Bylaws, 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 deemed equivalent
thereto.
ARTICLE V
OFFICERS
Section 1. Titles. The Officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board (herein the
"Chairman"), a President, at least one Vice President, a Secretary and a
Treasurer. The Board may also elect one or more Vice Chairmen of the Board
(herein "Vice Chairmen"), additional Vice Presidents, a Controller, one or more
Assistant Controllers, and such other officers as the Board may deem
appropriate. Any
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two of the aforesaid offices, except those of President and Vice President or
President and Secretary, may be held by the same person. Vice Presidents of the
Corporation may be given distinctive designations such as Executive Vice
President, Group Vice President, Senior Vice President and the like.
Section 2. Election. The Board, at its annual meeting immediately following
each annual meeting of the stockholders, shall elect a Chairman and a President,
and may elect one or more Vice Chairmen, all of whom shall be Directors or
Advisory Directors; and the Board shall also at such annual meeting elect one or
more Vice Presidents, a Secretary and a Treasurer, who may, but need not, be
Directors or Advisory Directors. The Board may elect such other officers and
agents as it shall determine necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board. In connection with the election of
any officer of the Corporation, the Board may determine that such officer, in
addition to the title of the office to which he is elected, shall have a further
title such as Chief Administrative Officer, Chief Operating Officer or such
other title as the Board may designate, and the Board may prescribe powers to be
exercised and duties to be performed by any such officer to whom any such
additional title of office is given in addition to those powers and duties
provided for by these Bylaws for such office.
Section 3. Term. The officers of the Corporation shall hold office
until their respective successors are elected and qualify. Any officer elected
or appointed by the Board may be removed by the Board at any time with or
without cause by the affirmative vote of a majority of the whole Board. Any
vacancy occurring in any such office may be filled only by the Board.
Section 4. Chairman of the Board. The Chairman shall be the Chief
Executive Officer of the Corporation. In addition to his or her duties as
Chairman and Chief Executive
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Officer, the Chairman shall be responsible for the general and active management
of the business and affairs of the Corporation, subject only to the control of
the Board; shall have full authority in respect to the signing and execution of
deeds, bonds, mortgages, contracts and other instruments of the Corporation;
and, in the absence or disability of a Vice Chairman or the President, shall
exercise all of the powers and discharge all of the duties of such Vice Chairman
or the President. The Chairman shall also be, ex officio, a member of all
standing Board Committees, shall preside at all meetings of stockholders and
Directors, and shall perform such other duties as the Board may prescribe.
Section 5. President. The President shall be an executive Officer of
the Corporation, shall preside at all meetings of the stockholders and Directors
in the absence of the Chairman and the Senior Vice Chairman, and shall perform
such other duties as the Chairman or the Board shall prescribe. The President
shall have equal authority with the Chairman and the Vice Chairmen, if any, to
sign and execute deeds, bonds, mortgages, contracts and other instruments of the
Corporation and shall have the authority to vote or otherwise act with respect
to all shares of the stock or other voting interests of any corporate or other
subsidiary of the Corporation.
Section 6. Vice Chairmen of the Board. Vice Chairmen, if any, may but
need not be executive officers of the Corporation. The Vice Chairmen shall
perform such other duties, and have such other powers as the Chairman or the
Board may, from time to time, prescribe. Each Vice Chairman shall have equal
authority with the Chairman and the President with respect to the signing and
execution of deeds, bonds, mortgages, contracts and other instruments of the
Corporation.
Section 7. Vice Presidents. The Vice President, or if there shall be
more than one, the Vice Presidents shall, in the absence or disability of the
Chairman, the President and all Vice
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Chairmen, perform the duties and exercise the powers of the President. Each Vice
President shall perform such other duties and have such other powers as the
Chairman and the Board may, from time to time, prescribe.
Section 8. Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board and all meetings of the stockholders and record
all the proceedings of the meetings of the Corporation and of the Board in books
to be kept for that purpose, shall perform like duties for Committees of the
Board when required, and shall perform such other duties as may be prescribed by
the Board, the Chairman, any Vice Chairman, or the President. The Secretary
shall keep in safe custody the seal of the Corporation and affix the same to any
instrument requiring it, and, when so affixed, it shall be attested by his or
her signature or by the signature of an Assistant Secretary. The Assistant
Secretary, or, if there be more than one, the Assistant Secretaries, in the
order determined by the Board, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board may, from time
to time, prescribe.
Section 9. Treasurer and Assistant Treasurers. The Treasurer shall have
charge of the funds of the Corporation; shall keep the same in depositories
designated by the Board or by officers of the Corporation authorized by the
Board to make such designation; shall cause said funds to be disbursed upon
checks, drafts, bills of exchange or orders for the payment of money signed in
such manner as the Board or authorized officers of the Corporation may, from
time to time, direct; shall perform such other duties as directed by the Board,
the Chairman or other senior officers; and, if required by the Board, shall give
bond for the faithful performance of his or her duties in such form and amount
as may be determined by the Board. The Assistant Treasurer, or, if there be more
than one, the Assistant Treasurers, in the order determined by the
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Board, shall, in the absence or disability of the Treasurer, perform the duties
and exercise the powers of the Treasurer, and shall have such other duties and
powers as the Board may prescribe.
Section 10. Controller and Assistant Controllers. The Controller, if
one is elected by the Board, shall have charge of the accounting records of the
Corporation; shall keep full and accurate accounts of all receipts and
disbursements in books and records belonging to the Corporation; shall maintain
appropriate internal control and auditing of the Corporation; and shall perform
such other duties as directed by the Board, the Chairman or other senior
officers. The Assistant Controller or, if there be more than one, the Assistant
Controllers, in the order determined by the Board, shall, in the absence or
disability of the Controller, perform the duties and exercise the powers of the
Controller and shall have such other duties and powers as the Board may
prescribe.
Section 11. Appointed Officers. In addition to the corporate officers
elected by the Board as hereinabove in this Article V provided, the Chairman
may, from time to time, appoint one or more other persons as appointed officers
who shall not be deemed to be corporate officers, but may, respectively, be
designated with such titles as the Chairman may deem appropriate. The Chairman
may prescribe the powers to be exercised and the duties to be performed by each
such appointed officer, may designate the term for which each such appointment
is made, and may, from time to time, terminate any or all of such appointments
with or without cause. Such appointments and termination of appointments shall
be reported periodically to the Board.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. Certificates. The certificates of shares of the Corporation
shall be numbered and registered in a share register as they are issued. They
shall exhibit the name of the
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registered holder and the number and class of shares and the series, if any,
represented thereby and the par value of each share or a statement that such
shares are without par value as the case may be.
Section 2. Signatures on Certificates. Every share certificate shall be
signed by the Chairman of the Board, the President or a Vice President; and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer.
Section 3. Transfer Agents and Registrars; Facsimile Signatures. The
Board may appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them. Where a certificate is signed (a) by a transfer agent
or an assistant or co-transfer agent, or (b) by a transfer clerk or (c) by a
registrar or co-registrar, the signature of any officer thereon may be
facsimile. Where a certificate is signed by a registrar or co-registrar the
certificate of any transfer agent or co-transfer agent thereon may be by
facsimile signature of the authorized signatory of such transfer agent or
co-transfer agent. In case any officer or officers of the Corporation who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers, whether
because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such certificate or
certificates may, nevertheless, be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures have been used thereon had not ceased to be such officer or
officers of the Corporation.
Section 4. Lost Certificates. In case of loss or destruction of any
certificate of stock or other security of the Corporation, another may be issued
in its place upon satisfactory proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the
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Corporation and to the transfer agents and registrars, if any, of such stock or
other security, in such sum as the Board may provide. The Board may delegate to
any officer or officers of the Corporation the authorization of the issue of
such new certificate or certificates and the approval of the form and amount of
such indemnity bond and the surety thereon.
Section 5. Transfer of Shares. Upon surrender to the Corporation or a
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation may issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6. Registered Stockholders. The Corporation and its transfer
agents shall be entitled to treat the holder of record of any share or shares as
the holder in fact thereof and shall not be bound to recognize any equitable or
other claims to, or interest in, such shares on the part of any other person and
shall not be liable for any registration or transfer of shares which are
registered, or to be registered, in the name of a fiduciary or the nominee of a
fiduciary unless made with actual knowledge that a fiduciary, or nominee of a
fiduciary, is committing a breach of trust in requesting such registration or
transfer, or with knowledge of such facts that its participation therein amounts
to bad faith.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. Actions Involving Directors, Officers or Employees. The
Corporation shall indemnify any person who was or is a party (other than a party
plaintiff suing on his own behalf or in the right of the Corporation), or who is
threatened to be made such a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
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administrative or investigative (including, but not limited to, an action by or
in the right of the Corporation) by reason of the fact that he or she is or was
a Director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding; provided, that no such person shall be
indemnified (a) except to the extent that the aggregate of losses to be
indemnified under the provisions of this Article VII exceeds the amount of such
losses for which the Director, officer or employee is insured pursuant to any
directors and officers liability insurance policy maintained by the Corporation;
(b) in respect to remuneration paid to such person if it shall be finally
adjudged that such remuneration was in violation of law; (c) on account of any
suit in which judgment is rendered against such person for an accounting of
profits made from the purchase or sale by such person of securities of the
Corporation pursuant to the provisions of Section 16(b) of the 1934 Act and
amendments thereto or similar provisions of any federal, state or local
statutory law; (d) on account of such person's conduct which is finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful misconduct;
and (e) if it shall be finally adjudged that such indemnification is not lawful.
Section 2. Actions Involving Agents. The Corporation may indemnify any
person who was or is a party (other than a party plaintiff suing on his own
behalf or in the right of the Corporation), or who is threatened to be made such
a party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, but not
limited to, an action by or in the right of the Corporation) by reason of the
fact that he or she is an agent of the Corporation, or is or was serving at the
request of the
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Corporation as an agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding, all to the
full extent permitted by law.
Section 3. Determination of Right to Indemnification in Certain
Instances.
(a) Any indemnification under Section 1 of this Article VII
(unless ordered by a court) shall be made by the Corporation unless a
determination is reasonably and promptly made that indemnification of the
director, officer or employee is not proper in the circumstances because he or
she has not satisfied the conditions set forth in such Section 1. Such
determination shall be made (1) by the Board by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested Directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders; provided, that no such determination shall
preclude an action brought in an appropriate court to challenge such
determination.
(b) Any indemnification under Section 2 of this Article VII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the agent is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in such Section 2. Such determination shall be made (1) by the
Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
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Section 4. Advance Payment of Expenses. Expenses incurred by defending
a civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amounts unless it shall ultimately be determined that he or she is
entitled to be indemnified by the Corporation as authorized in this Article.
Section 5. Successful Defense. Notwithstanding any other provision of
this Article VII, to the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise (including the
dismissal of an action without prejudice or the settlement of an action without
admission of liability) in defense of any action, suit or proceeding referred to
in Sections 1 or 2 of this Article VII, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.
Section 6. Not Exclusive Right. The indemnification provided by this
Article VII shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any statute, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office. Without limiting the generality of the foregoing, in the event of
conflict between the provisions of this Article VII and the provisions of any
agreement adopted by the stockholders between the Corporation on the one hand,
and any director, officer, employee or agent of the Corporation on the other,
providing for indemnification, the terms of such agreement shall prevail. Any
indemnification, whether required under this Bylaw or permitted by statute or
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otherwise, shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 7. Insurance. The Board shall have the power to cause the
Corporation to purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, arising out of his or her status as such, whether
or not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article.
Section 8. Subsidiaries of Corporation. For the purposes of this
Article VII, (a) any officer, Director, or employee of the Corporation who shall
serve as an officer, director, employee or agent of any other corporation, joint
venture, trust or other enterprise of which the Corporation, directly or
indirectly, is or was a stockholder or creditor, or in which the Corporation is
or was in any way interested, or (b) any officer, director, or employee of any
subsidiary corporation, venture, trust or other enterprise wholly owned by the
Corporation, shall be deemed to be serving as such director, officer, employee
or agent at the request of the Corporation, unless the Board shall determine
otherwise. In all instances where any person shall serve as a director, officer,
employee or agent of another corporation, joint venture, trust or other
enterprise of which the Corporation is or was a stockholder or creditor, or in
which it is or was otherwise interested, if it is not otherwise established that
such person is or was serving as such director, officer, employee or agent at
the request of the Corporation, the Board may determine whether such service is
or was at the request of the Corporation, and it shall not be necessary to show
any actual or prior request for such service.
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Section 9. Spousal Indemnification. The spouse of a person entitled to
indemnification under Section 1 hereof or who is granted indemnification under
Section 2 hereof, shall be entitled to be so indemnified; provided, that the
spouse was or is a party (other than a party plaintiff suing on his or her own
behalf or in the right of the Corporation), or was or is threatened to be made a
party, to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (including, but not
limited to, an action by or in the right of the Corporation), solely by reason
of the spousal relationship to the person entitled to indemnification under
Section 1 hereof or who is granted indemnification under Section 2 hereof.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the shares of the Corporation,
subject to the provisions of the Articles, if any, may be declared by the Board
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock or other securities of the
Corporation, in rights or warrants relating thereto, or in any other form
authorized by law.
Section 2. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board, or officers authorized by the Board, may, from time to
time, designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
commence on January 1, and close on December 31.
Section 4. Seal. A corporate seal is not required on any instrument
executed for the Corporation. If a corporate seal is used, it shall be either a
circle having on its circumference
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"Quality Care Solutions, Inc.," and in the center "Incorporated 1997 Nevada," or
a circle having on its circumference the words "Corporate Seal."
Section 5. Closing of Transfer Books and Fixing of Record Dates. The
Board shall have power to close the share transfer books of the Corporation for
a period not exceeding seventy (70) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change, conversion or exchange of
shares shall go into effect; provided, however, that, in lieu of closing the
share transfer books as aforesaid, the Board may fix in advance a date, not
exceeding seventy (70) days preceding the date of any meeting of stockholders,
or the date for the payment any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares shall go
into effect, as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise rights in respect of any such change, conversion or
exchange of shares; and, in each such case, such stockholders and only such
stockholders as shall be stockholders of record on the date of closing the share
transfer books, or on the record date so fixed, shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares after
such date of closing of the share transfer books or such record date fixed as
aforesaid.
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ARTICLE IX
AMENDMENTS
Section 1. Except as otherwise provided by Nevada law, these Bylaws may
be altered, amended or repealed by a majority vote of the members of the whole
Board at any regular or special meeting thereof duly called and convened.
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