EXHIBIT NO. 3.2
AMENDED AND RESTATED BYLAWS
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AMENDED AND RESTATED BYLAWS
OF
UCI MEDICAL AFFILIATES, INC.
November 23, 1993
ARTICLE I - GENERAL PROVISIONS
Section 1. Name. This Corporation shall be known as "UCI MEDICAL
AFFILIATES, INC.", or such other name as the stockholders or directors shall,
from time to time, deem advisable.
Section 2. Offices. The principal place of business of the Corporation
shall be located in the State of South Carolina or at such other place which the
officers or directors may designate from time to time.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the stockholders shall
be held at such place on such date, and at such time as the Board of Directors
shall each year designate, which date shall be within thirteen (13) months
subsequent to the date of the last annual meeting of the stockholders. At such
meeting the stockholders shall elect, by a plurality vote, directors to succeed
those whose terms expire. The stockholders shall further transact such other
business as may properly come before the meeting.
Section 2. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prohibited by law (meaning here and
hereinafter as required, the General Corporation Law of the State of Delaware or
the Certificate of Incorporation), may be called by the Chairman of the Board,
the President, or at the request in writing of a majority of the Board of
Directors, and shall be held at such place, on such date, at such time, and for
such purpose or purposes as the above designated officer or Board of Directors
shall fix in the prescribed notice of the meeting.
Section 3. Notice of Meetings. Written notice of the place, date and
time (and in the case of a special meeting, the purpose or purposes for which
the meeting is called) of all meetings of the stockholders shall be given to
those stockholders entitled to vote at such meeting, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is to be held, to
each stockholder entitled vote at such meetings, except as otherwise provided
herein or required by law.
When a meeting is adjourned to another time, place, or date, written
notice need not be given of the adjourned meeting if the time, place and date
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of adjourned meeting is more than thirty
(30) days after the date of the original meeting, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given. Any business which might have been
transacted at the original meeting may be transacted at the adjourned meeting.
Section 4. Stock List. Subsequent to the record date of any meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order for each class of stock with the address
of each such stockholder and the number of shares registered in the
stockholder's name, shall be prepared by the Secretary, the Assistant Secretary,
or such other agent of the Corporation as may be designated by the Board of
Directors, at least ten (10) days before such meeting, and shall be open to the
inspection of any such stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or at the principal
office of the Corporation.
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The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each.
Section 5. Quorum. At any meeting of the stockholders, the holders of a
majority of all of the outstanding shares of the stock entitled to vote, present
in person or by proxy, shall constitute a quorum for all purposes, unless or
except to the extent that the presence of a larger number is required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time.
Section 6. Conduct of Business. The Chairman of the Board, or in his
absence or disability the president, or such other person as the Board of
Directors may have designated or, in the absence of such designation, the
highest ranking officer of the Corporation who is present, shall call to order
any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman of the meeting appoints.
The chairman of any meeting of the stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as he deems appropriate.
Section 7. Voting and Proxies. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing executed by such stockholder and bearing a date not
more than three (3) years prior to said meeting, unless said instrument provides
for a longer period, filed in accordance with the procedure established for the
meeting.
Each stockholder shall have one (1) vote for every share of stock
entitled to vote which is registered in his name on the record date for the
meeting, except as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote. A stock vote shall be taken on the
election of directors. Every stock vote shall be taken by ballot, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.
Section 8. Record Date. The Board of Directors may fix a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of any meeting of the stockholders, nor more than sixty (60) days prior to
the time for the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: (a) to notice of or to vote at any
meeting of the stockholders or any adjournment thereof; (b) to express consent
to corporate action in writing without a meeting; (c) to receive payment of any
dividend or other distribution or allotment of any rights; or, (d) to exercise
any rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.
Upon the designation of a record date, only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to the rights
and privileges enumerated above, notwithstanding any transfer of stock on the
books of the Corporation after the record date is fixed as aforesaid.
Section 9. Action in Lieu of Meeting. Any action required to be taken
at any annual or special meeting of the stockholders, or any action which may be
taken at such meeting, may be taken without a
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meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of the outstanding
voting stock having not less than the minimum number of votes that would be
necessary to authorize or to take such action at a meeting at which all shares
entitled to vote thereon were present and voted
Prompt notice of the taking of the corporate action without a meeting by
less than a unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
Section 1. Number and Term of Office. The number of directors shall be
fixed by the Board of Directors from time to time. Each director shall serve
until his successor is elected and qualified, except as otherwise required by
law. Directors need not be stockholders.
Section 2. Vacancies. If the office of any director becomes vacant by
reason of death, resignation, retirement, disqualification, removal or other
cause, a majority of the directors remaining in office, although less than a
quorum, may elect a successor for the unexpired term or until the director's
successor is elected and qualified.
Section 3. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates and at such time or
times as shall have been established by the Chairman of the Board of Directors
or the Board of Directors and publicized among all directors. A notice of each
regular meeting shall not be required.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, or, on the written
request of one-third of the directors then in office, by the Secretary. Notice
of the place, date, and time of each such special meeting shall be given each
director by whom it is not waived either personally, by mail or by telegram not
less than twenty-four (24) hours before the meeting. Unless otherwise indicated
in the notice thereof, any and all business may be transacted at a special
meeting.
Section 5. Quorum. At all meetings of the Board of Directors, one-third
of the total number of the whole Board of Directors shall constitute a quorum
for the transaction of business. The vote of the majority of directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless otherwise provided by law.
Section 6. Meetings by Conference Telephone. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of such Board
of Directors or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other. Such participation shall constitute presence in person at
such meeting.
Section 7. Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order as the Board of Directors
from time to time may determine. All matters shall be determined by the vote of
a majority of the directors present, except as otherwise provided herein or
required by law.
Section 8. Actions in Lieu of Meetings. Any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if all members of the Board of Directors
or committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 9. Powers. The property and business of the Corporation shall
be managed by the Directors which may, except as otherwise required by law,
exercise all such powers and do all such acts and
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things as may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the power to:
(a) Declare dividends from time to time in accordance with law;
(b) Purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;
(c) Authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or nonnegotiable,
secured or unsecured, and to do all things necessary in connection therewith;
(d) Remove any officer of the Corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;
(e) Confer upon any officer of the Corporation the power to appoint,
remove and suspend subordinate officers and agents;
(f) Adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for directors, officers, agents and employees of the
Corporation and its subsidiaries as it may determine;
(g) Adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, agents and employees of the Corporation
and its subsidiaries as it may determine; and,
(h) Adopt from time to time regulations, not inconsistent with these
Bylaws, for the management of the corporation's business and affairs.
Section 10. Compensation of Directors. The Board of Directors shall
have the authority, from time to time, to establish such reasonable compensation
to be paid as a retainer to the directors of this Corporation for their services
associated therewith, and to establish a fixed sum to compensate the directors
for their attendance at any regular or special meeting or any meeting of a duly
designated committee, and further to reimburse the directors for expenses
incurred in connection with their attendance at any regular or special meeting
or meeting of a committee; provided, that nothing contained herein shall be
construed as precluding any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 11. Advisory Directors. In addition to the regular Board of
Directors, this Corporation may have and establish, by appropriate resolutions
of the Board of Directors, one or more, but not exceeding three (3) Advisory
Directors who shall perform the following duties as designated by the Chairman
of the Board: (a) to render advice and counsel to the Board of Directors; (b) to
perform such other duties as may be mutually agreeable to the Chairman of the
Board and such Advisory Directors. Advisory Directors shall not vote at the
meetings of the Board of Directors, but shall be entitled to participate
therein. Advisory Directors shall, at the discretion of the Board of Directors,
be entitled to a retainer for their services associated therewith, to a fixed
sum to compensate Advisory Directors for attendance at any regular or special
meeting or meeting of a committee, and to reimbursement for expenses incurred in
connection with attendance at any regular or special meeting or meeting of a
committee.
ARTICLE IV - COMMITTEES
Section 1. Committees of the Board of Directors. The Board of
Directors, by a vote of the majority of all members of the Board of Directors,
may from time to time designate committees of the Board of Directors, each
committee to consist of two (2) or more of the directors, to serve at the
pleasure of the Board of Directors. Any committee so designated may exercise
such power and authority of the Board of Directors as the resolution so
designating the committee shall provide. In the absence or in the event of
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disqualification from voting of any member of any committee, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.
Such committee or committees shall have the name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Section 2. Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting business and shall act in accordance
therewith, except as otherwise provided herein or required by law. One-third of
the members shall constitute a quorum unless the committee shall consist of two
(2) members, in which event one (1) member shall constitute a quorum. All
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceeding of such committee. All committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors when required.
ARTICLE V - OFFICERS
Section 1. Offices in General. The officers of this Corporation shall
be chosen by the Board of Directors and shall consist of a Chairman of the Board
of Directors, a President, an Executive Vice President, one or more Vice
Presidents, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant
Treasurers or other subordinate officers as may from time to time be appointed
by the Board of Directors. In addition, the Board of Directors may appoint a
Vice Chairman of the Board of Directors and a Chief Medical Officer. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal. The officers will hold such titles and
have such duties as shall be hereafter stated, or hereafter designated by a
resolution of the Board of Directors which is not inconsistent with these
Bylaws. Any number of offices may be held by the same person.
Section 2. Chairman of the Board. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation. The Chairman
of the Board of Directors shall preside at all meetings of the stockholders and
directors at which he is present. He shall be an ex-officio member of all
standing committees and shall see that all orders and resolutions of the Board
of Directors are carried into effect. He shall perform all duties and have all
powers which are commonly incident to the office of chief executive or which are
delegated to him by the Board of Directors. He shall have the power to sign all
stock certificates, contracts, execute bonds, notes, mortgages and other
instruments on behalf of the Corporation. He shall have general supervision and
direction of all of the other officers and agents of the Corporation.
Section 3. President. Unless otherwise designated by the Board of
Directors, the President shall be the chief operating officer of the
Corporation. In the absence of a Chairman of the Board of Directors and unless
otherwise designated by the Board of Directors, the President shall be the chief
executive officer of the Corporation and he shall preside over the meetings of
the stockholders and carry on the other duties of the Chairman of the Board of
Directors. He shall have the power to sign all stock certificates, contracts and
execute bonds, notes, mortgages, and other instruments on behalf of the
Corporation. He shall perform such functions and duties as may be authorized by
the Board of Directors or delegated to him by the Chairman of the Board.
Section 4. Executive Vice President. The Executive Vice President shall
have the power to sign all stock certificates and contracts and execute bonds,
notes, mortgages and other instruments on behalf of the Corporation. He shall
perform such functions and duties as may be authorized by the Board of Directors
or designated to him by the Chairman of the Board.
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Section 5. Vice Presidents. The Vice Presidents shall perform such
duties and be designated such areas of responsibility as the Board of Directors
or Chairman of the Board of Directors shall prescribe.
Section 6. Treasurer. The Treasurer or any Assistant Treasurer
designated by the Board of Directors shall have the custody of all corporate
funds and securities and shall keep accurate accounts of receipts and
disbursements. The Treasurer and any Assistant Treasurer shall make such
disbursements of the funds of the Corporation as are proper and shall render
from time to time an account of all such transactions of the financial condition
of the Corporation.
Section 7. Secretary. The Secretary or any Assistant Secretary shall
issue all authorized notices for and attend all meetings of the stockholders and
Board of Directors and shall keep minutes of such meetings and record all votes
therein. The Secretary or any Assistant Secretary shall keep the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature.
Section 8. Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any office to any other officer or
agent, notwithstanding any provision hereof. In the absence or disability of the
Chairman of the Board of Directors, the President and the Executive Vice
President, their duties shall be performed and their powers shall be exercised
by such person or persons as shall be exercised by such person or persons as
shall be designated by the Board of Directors.
Section 9. Removal. Any officer of the Corporation may be removed at any
time, with or without cause, by a majority of
the Board of Directors.
Section 10. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman of the Board,
or in his absence or disability, the President shall have the power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of the stockholders or with respect to any action of stockholders of any
other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which the Corporation may possess by
reason of its ownership of securities in such other corporations.
ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. General Indemnity. The Corporation shall indemnify any
person who was or is a party or who is threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative (including any action or suit by or in
the right of the Corporation) by reason of the fact that he is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or trustee of another corporation, or of a
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
suit, action or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
the case of an action or suit by or in the right of the Corporation, such person
shall be indemnified only to the extent of his expenses (including attorney's
fees) actually and reasonably incurred by him in connection with the defense or
settlement thereof, and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
The termination of any action, suit or proceeding (other than an action
by or in the right of the Corporation) by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he
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reasonably believed to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. To the extent that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in this
provision, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
Any indemnification hereunder (unless required by law or ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in this provision. Such determination shall be made by (a) the Board of
Directors, by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Corporation.
The indemnification provided herein shall not be deemed exclusive of
any other rights to which a person indemnified may be entitled under any
statute, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer of this Corporation and shall inure
to the benefit of the heirs, executors and administrators of such a person.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or trustee of
another corporation, or of a partnership, joint venture, trust, employee benefit
plan, or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of the General Corporation Law of the State
of Delaware or of these Bylaws.
The Corporation's indemnity of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or trustee of another corporation, or of a
partnership, joint venture, trust, employee benefit plan, or other enterprise,
shall be reduced by any amounts such person may collect as indemnification (a)
under any policy of insurance purchased and maintained on his behalf by the
Corporation or (b) from such other corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise.
ARTICLE VII - STOCK
Section 1. Certificates of Stock. Each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the Chairman of
the Board of Directors and/or the President, and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer, certifying the number of
shares owned by him. Any and all of the signatures on the certificate may be a
facsimile.
Section 2. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by the transfer agent designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 3
of this Article, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or its agent to issue a new certificate to the person
entitled thereto.
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Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing the issuance
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates to give the
Corporation a bond, with acceptable surety in such sum as it may direct, as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
ARTICLE VIII - NOTICES
Section 1. Notices. Whenever notice is required to be given to any
stockholders, director, officer, or agent, such requirements shall not be
construed to mean personal notice. Unless otherwise stated herein, such notice
may in every incident be effectively given by depositing a writing in the United
States Mail, in a prepaid envelope or by dispatching a prepaid telegram,
addressed to such stockholder, director, officer or agent at his or her address
as the same appears in the books of the Corporation.
The time when such notice is dispatched shall be the time of the giving of the
notice.
Section 2. Waiver. Whenever any notice is required to be given under
the provisions of the Certificate of Incorporation, these Bylaws, or otherwise
required by law, a written waiver thereof, signed by the stockholder, director,
officer or agent, whether before or after the time of the event for which notice
is to be given, shall be deemed equivalent to the notice required to be given to
such person. Neither the business nor the purpose of any meeting need be
specified in such a waiver.
ARTICLE IX - MISCELLANEOUS
Section 1. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of an officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
charge of the Secretary or an Assistant Secretary. Duplicates of the seal may be
kept and used by persons so designated by the Board.
Section 3. Reliance Upon Books, Reports and Records. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
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ARTICLE X - AMENDMENTS
Section 1. Amendments. These Bylaws may be amended or repealed by the
majority vote of the Board of Directors at any regular or special meeting
thereof or by a majority of the voting stockholders at any regular or special
meeting thereof at which a quorum is present, provided notice of the proposed
amendment or repeal is contained in the notice of such meeting.
The foregoing are certified to be the true and complete Amended and
Restated Bylaws of the UCI Medical Affiliates, Inc. as adopted by the Board of
Directors as of November 23, 1993.
/s/ M.F. McFarland
M.F. McFarland - Secretary
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