Exhibit 3.37
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Tennessee corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing shares of the
corporation shall set forth thereon the statements prescribed by Section
48-16-206 of the Tennessee Business Corporation Act ("Business Corporation
Act") and by any other applicable provision of law, shall be signed, either
manually or in facsimile, by two officers designated by the Board of
Directors, and may bear the corporate seal or its facsimile. If a person
who signed, either manually or in facsimile, a share certificate no longer
holds office when the certificate is issued, the certificate is
nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the
charter, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of
the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation, or with a transfer agent or a registrar and
on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any. Except as may be
otherwise provided by law or these Bylaws, the person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for
all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the corporation, shall
be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a
record date, with respect to any distribution. The Board of Directors may
also fix a record date for one or more voting groups in order to determine
the shareholders entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote, or to take any other action, provided, that a
record date fixed under this sentence may not be more than seventy days
before the meeting or action requiring a determination of shareholders. A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if
the meeting is adjourned to a date more than four months after the date
fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.
- PLACE. Annual meetings and special meetings shall be held at
such place in or out of the State of Tennessee as the directors shall from
time to time fix.
- CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, if any, the President, or the Secretary
or by any officer instructed by the directors or the President to call the
meeting. Special meetings may be called in a like manner or whenever the
holders of shares entitled to at least ten percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called.
- NOTICE. The corporation shall notify shareholders of the date,
time, and place of each annual and special shareholders' meeting. Such
notice shall be given no fewer than ten days nor more than two months
before the meeting date.
- SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
meeting, a corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of a shareholders' meeting.
The list must be arranged by voting group (and within each voting group by
class or series of shares), and show the address of and number of shares
held by each shareholder. The shareholders' list must be available for
inspection by any shareholder, beginning two business days after notice of
the meeting is given for which the list was prepared and continuing through
the meeting, at the corporation's principal office or at a place identified
in the meeting notice in the city where the meeting will be held. A
shareholder, his agent, or attorney is entitled on written demand to
inspect, and to copy the list, subject to the requirements of Section
48-26-102(c), during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, his
agent, or attorney is entitled to inspect the list at any time during the
meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting - the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but, if neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall appoint a secretary
of the meeting.
- QUORUM. Unless the charter or the Business Corporation Act
provides otherwise, a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for that adjourned meeting.
- VOTING. Unless otherwise provided in the charter, directors are
elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. Unless the charter
or any provision of law requires a greater number of affirmative votes, if
a quorum exists, action on a matter (other than the election of directors)
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action.
5. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a shareholders' meeting may be
taken without a meeting. If all shareholders entitled to vote on the action
consent to taking such action without a meeting, the affirmative vote of
the number of shares that would be necessary to authorize or take such
action at a meeting is the act of the shareholders. The action must be
evidenced by one or more written consents describing the action taken,
signed by each shareholder entitled to vote on the action, in one or more
counterparts, indicating each signing shareholder's vote or abstention on
the action, and delivered to the corporation for inclusion in the minutes
or filing with the corporate records.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. Subject to any limitation
set forth in the charter, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation
managed under the direction of, a Board of Directors. The Board may fix the
compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Tennessee. The number of directors constituting the Board of Directors
shall be one or more. Subject to the foregoing limitation, such number of
directors may be fixed or changed from time to time by the shareholders or
by the Board of Directors.
3. TERMS AND VACANCIES. The terms of directors expire at the next
annual shareholders' meeting following their election. A decrease in the
number of directors does not shorten an incumbent director's term. The term
of a director elected to fill a vacancy expires at the end of the term for
which the director's predecessor was elected. Despite the expiration of a
director's term, he continues to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors. If a
vacancy occurs on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, the shareholders or the Board
of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors
remaining in office.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix.
- PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Tennessee at such place as shall be
fixed by the Board.
- CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the Board, if any, of the Vice-Chairman of
the Board, if any, of the President, or of a majority of the directors in
office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. The notice of any special meeting need
not describe the purpose of the meeting. A director may waive any notice
required by the Business Corporation Act or by these Bylaws before or after
the date and time stated in the notice. A director's attendance at or
participation in a meeting waives any required notice to the director of
the meeting unless the director at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to
action taken at the meeting. Except as hereinbefore provided, a waiver must
be in writing, must be signed by the director entitled to the notice, and
must be filed with the minutes or corporate records.
- QUORUM AND ACTION. A quorum of the Board of Directors consists
of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. Except as otherwise herein provided or except
as any provision of law may otherwise require, if a quorum is present when
a vote is taken, the affirmative vote of a majority of directors present is
the act of the Board of Directors. The Board of Directors may permit any or
all directors to participate in a regular or special meeting by, or conduct
the meeting through use of, any means of communication by which all
directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to
be present in person at the meeting.
5. REMOVAL OF DIRECTORS. The shareholders or directors may remove
one or more directors pursuant to the provisions of Section 48-18-108 of
the Business Corporation Act.
6. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors' meeting may
be taken without a meeting. If all directors consent to taking such action
without a meeting, the affirmative vote of the number of directors that
would be necessary to authorize or take such action at a meeting is the act
of the Board. The action must be evidenced by one or more written consents
describing the action taken, signed by each director in one or more
counterparts, indicating each signing director's vote or abstention on the
action, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this paragraph is effective
when the last director signs the consent, unless the consent specifies a
different effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be
elected or appointed by the directors or appointed by a duly elected or
appointed officer. The same individual may simultaneously hold more than
one office in the corporation, except the offices of President and
Secretary. If the corporation has only one shareholder, such shareholder
may hold the offices of President and Secretary.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board
of Directors following the next annual meeting of shareholders and until
his successor has been elected and qualified.
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of
an officer authorized by the Board of Directors to prescribe the duties of
other officers; provided, that the Secretary shall have the responsibility
for preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause. Any officer, if appointed by another officer, may likewise
be removed by such officer.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Unless the charter provides otherwise, the Board of Directors may,
adopt, amend, or repeal the Bylaws.