EXHIBIT (3)-2
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BY-LAWS
OF
HEALTHSOUTH Corporation
(a Delaware corporation)
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TABLE OF CONTENTS*
TO
BY-LAWS
OF
HEALTHSOUTH CORPORATION
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Page
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ARTICLE I OFFICES 1
Section I.1. Location 1
Section I.2. Change of Location 1
ARTICLE II MEETINGS OF STOCKHOLDERS 1
Section II.1. Annual Meeting 1
Section II.2. Special Meetings 1
Section II.3. List of Stockholders Entitled to Vote 1
Section II.4. Notice of Meetings 2
Section II.5. Adjourned Meetings and Notice Thereof 2
Section II.6. Quorum 2
Section II.7. Voting 2
Section II.8. Action by Consent of Stockholders 2
ARTICLE III BOARD OF DIRECTORS 3
Section III.1. General Powers 3
Section III.2. Number of Directors 3
Section III.3. Qualification 3
Section III.4. Election 3
Section III.5. Term 3
Section III.6. Resignation and Removal 3
Section III.7. Vacancies 4
Section III.8. Quorum and Voting 4
Section III.9. Regulations 4
Section III.10. Annual Meeting 4
Section III.11. Regular Meetings 4
Section III.12. Special Meetings 5
Section III.13. Notice of Meetings; Waiver of Notice 5
Section III.14. Committees of Directors 5
Section III.15. Powers and Duties of Committees 5
Section III.16. Compensation of Directors 5
Section III.17. Action Without Meeting 6
ARTICLE IV OFFICERS 6
Section IV.1. Principal Officers 6
Section IV.2. Election of Principal Officers; Term of Office 6
Section IV.3. Subordinate Officers, Agents and Employees 6
Section IV.4. Delegation of Duties of Officers 6
Section IV.5. Removal of Officers 6
Section IV.6. Resignations 6
Section IV.7. Chairman of the Board 7
Section IV.8. President 7
Section IV.9. Vice President 7
Section IV.10. Secretary 7
Section IV.11. Treasurer 7
Section IV.12. Controller 7
Section IV.13. Bond 7
ARTICLE V CAPITAL STOCK 8
Section V.1. Issuance of Certificates of Stock 8
Section V.2. Signatures on Stock Certificates 8
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*The Table of Contents appears here for convenience only and should be
considered a part of the Bylaws.
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Section V.3. Stock Ledger 8
Section V.4. Regulations Relating to Transfer 8
Section V.5. Transfers 8
Section V.6. Cancellation 8
Section V.7. Lost, Destroyed, Stolen and Mutilated Certificates 8
Section V.8. Fixing of Record Dates 9
ARTICLE VI INDEMNIFICATION 9
Section VI.1. Indemnification 9
Section VI.2. Indemnification Insurance 10
ARTICLE VII MISCELLANEOUS PROVISIONS 10
Section VII.1. Corporate Seal 10
Section VII.2. Fiscal Year 10
Section VII.3. Waiver of Notice 10
Section VII.4. Execution of Instruments, Contracts, Etc. 10
ARTICLE VIII AMENDMENTS 11
Section VIII.1. By Stockholders 11
Section VIII.2. By Directors 11
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As Amended through
May 17, 2001
(See 3.4)
BY-LAWS
OF
HEALTHSOUTH CORPORATION
ARTICLE I
OFFICES
Section I.1. Location. The address of the registered office of
HEALTHSOUTH Corporation (the "Corporation") in the State of Delaware and the
name of the registered agent at such address shall be as specified in the
Certificate of Incorporation or, if subsequently changed, as specified in the
most recent Statement of Change filed pursuant to law. The Corporation may also
have other offices at such places within or without the State of Delaware as the
Board of Directors may from time to time designate or the business of the
Corporation may require.
Section I.2. Change of Location. In the manner permitted by law, the
Board of Directors or the registered agent may change the address of the
Corporation's registered office in the State of Delaware and the Board of
Directors may make, revoke or change the designation of the registered agent.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section II.1. Annual Meeting. The annual meeting of the stockholders of
the Corporation for the election of Directors and for the transaction of such
other business as may properly come before the meeting shall be held at the
registered office of the Corporation, or at such other place within or without
the State of Delaware as the Board of Directors may fix by resolution or as set
forth in the notice of the meeting. In the event that the Board of Directors
shall not otherwise fix the time, date and place of meeting, the annual meeting
shall be held at the registered office of the Corporation at 11:00 a.m. Central
Time on the first Thursday of May of each year, commencing with the year 1999,
but if such a date is a legal holiday, then on the next succeeding business day.
Section II.2. Special Meetings. Special meetings of stockholders,
unless otherwise prescribed by law, may be called at any time by the Chairman of
the Board, by the President or by order of the Board of Directors. Special
meetings of stockholders prescribed by law for the election of Directors shall
be called by the Board of Directors, the Chairman of the Board, the President,
or the Secretary whenever required to do so pursuant to applicable law. Special
meetings of stockholders shall be held at such time and such place, within or
without the State of Delaware, as shall be designated in the notice of meeting.
Section II.3. List of Stockholders Entitled to Vote. The officer who
has charge of the stock ledger of the Corporation shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list, based upon the record date for such meeting
determined pursuant to Section 5.8, of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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, if such place shall not be so specified, at the place where the
meeting is to be held. The list also shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders
entitled to vote at any meeting, or to inspect the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
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Section II.4. Notice of Meetings. Written notice of each annual and
special meeting of stockholders, other than any meeting the giving of notice of
which is otherwise prescribed by law, stating 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, in writing, at least
ten but not more than fifty days before the date of such meeting, to each
stockholder entitled to vote thereat. If mailed, such notice shall be deposited
in the United States mail, postage prepaid, directed to such stockholder at his
address as the same appears on the records of the Corporation. An affidavit of
the Secretary, an Assistant Secretary or the transfer agent of the Corporation
that notice has been duly given shall be evidence of the facts stated therein.
Section II.5. Adjourned Meetings and Notice Thereof. Any meeting of
stockholders may be adjourned to another time or place, and the Corporation may
transact at any adjourned meeting any business which might have been transacted
at the original meeting. Notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken, unless (a) any adjournment or series of adjournments caused the
original meeting to be adjourned for more than thirty days after the date
originally fixed therefor, or (b) a new record date is fixed for the adjourned
meeting. If notice of an adjourned meeting is given, such notice shall be given
to each stockholder of record entitled to vote at the adjourned meeting in the
manner prescribed in Section 2.4 for the giving of notice of meetings.
Section II.6. Quorum. At any meeting of stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation, the
holders of record of at least a majority of the outstanding shares of capital
stock entitled to vote or act at such meeting shall be present or represented by
proxy in order to constitute a quorum for the transaction of any business, but
less than a quorum shall have power to adjourn any meeting until a quorum shall
be present. When a quorum is once present to organize a meeting, the quorum
cannot be destroyed by the subsequent withdrawal or revocation of the proxy of
any stockholder. Shares of capital stock owned by the Corporation or by another
corporation, if a majority of the shares of such other corporation entitled to
vote in the election of Directors is held by the Corporation, shall not be
counted for quorum purposes or entitled to vote.
Section II.7. Voting. At any meeting of stockholders, each stockholder
holding, as of the record date, shares of stock entitled to be voted on any
matter at such meeting shall have one vote on each such matter submitted to vote
at such meeting for each such share of stock held by such stockholder, as of the
record date, as shown by the list of stockholders entitled to vote at the
meeting, unless the Certificate of Incorporation provides for more or less than
one vote for any share, on any matter, in which case every reference in these
By-laws to a majority or other proportion of stock shall refer to such majority
or other proportion of the votes of such stock.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, provided that no
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest, whether in the stock itself or in the Corporation generally,
sufficient in law to support an irrevocable power.
The Board of Directors, the Chairman of the Board, the President, or
the person presiding at a meeting of stockholders may appoint one or more
persons to act as inspectors of voting at any meeting with respect to any matter
to be submitted to a vote of stockholders at such meeting, with such powers and
duties, not inconsistent with applicable law, as may be appropriate.
Section II.8. Action by Consent of Stockholders. Unless otherwise
provided in the Certificate of Incorporation, whenever any action by the
stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation, or these By-laws, such action may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the holders of the
outstanding stock having not less than the minimum
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number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of such action without a meeting and by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
BOARD OF DIRECTORS
Section III.1. General Powers. The property, business and affairs of
the Corporation shall be managed by or under the direction of a Board of
Directors. The Board of Directors may exercise all such powers of the
Corporation and have such authority and do all such lawful acts and things as
are permitted by law, the Certificate of Incorporation or these By-laws.
Section III.2. Number of Directors. The Board of Directors of the
Corporation shall consist of one or more members. The exact number of Directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution adopted by a majority of the whole Board of Directors. Until
the number of Directors has been so fixed by the Board of Directors, the number
of Directors constituting the whole Board of Directors shall be three. After
fixing the number of Directors constituting the whole Board of Directors, the
Board of Directors may, by resolution adopted by a majority of the whole Board
of Directors, from time to time change the number of Directors constituting the
whole Board of Directors.
Section III.3. Qualification. Directors must be natural persons but
need not be stockholders of the Corporation. Directors who willfully neglect or
refuse to produce a list of stockholders entitled to vote at any meeting for the
election of Directors shall be ineligible for election to any office at such
meeting.
Section III.4. Election. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, after the first meeting of the
Corporation at which Directors are elected, Directors of the Corporation shall
be elected in each year at the annual meeting of stockholders, or at a special
meeting in lieu of the annual meeting called for such purpose, by a plurality of
votes cast at such meeting. The Board of Directors shall nominate a slate of
Directors for election at such annual meeting or special meeting. Any
stockholder wishing to nominate a candidate for Director at any such annual
meeting or special meeting must submit such nomination in writing to the
Secretary of the Corporation so that such nomination is received not later than
the 30th day preceding the date set for such annual meeting or special meeting.
Such nomination must be accompanied by a written statement from such nominee
indicating that such nominee is qualified and willing to serve as a Director if
so elected. The voting on Directors at any such meeting shall be by written
ballot unless otherwise provided in the Certificate of Incorporation.
Section III.5. Term. Each Director shall hold office until his
successor is duly elected and qualified, except in the event of the earlier
termination of his term of office by reason of death, resignation, removal or
other reason.
Section III.6. Resignation and Removal. Any Director may resign at any
time upon written notice to the Board of Directors, the Chairman of the Board,
the President or the Secretary. The resignation of any Director shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Any Director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares of capital stock then
entitled to vote at an election of Directors, except as otherwise provided by
applicable law.
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Section III.7. Vacancies. Vacancies in the Board of Directors and newly
created Directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, or by a sole remaining Director.
If one or more Directors shall resign from the Board of Directors
effective at a future date, a majority of the Directors then in office,
including those who have so resigned at a future date, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect and the vacancy to be
filled when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as provided in this Section 3.7 in the
filling of other vacancies.
Each Director chosen to fill a vacancy on the Board of Directors shall
hold office until the next annual election of Directors and until his successor
shall be elected and qualified.
Section III.8. Quorum and Voting. Unless the Certificate of
Incorporation provides otherwise, at all meetings of the Board of Directors, a
majority of the total number of Directors shall be present to constitute a
quorum for the transaction of business. A Director interested in a contract or
transaction may be counted in determining the presence of a quorum at a meeting
of the Board of Directors which authorizes the contract or transaction. In the
absence of a quorum, a majority of the Directors present may adjourn the meeting
until a quorum shall be present.
Unless the Certificate of Incorporation provides otherwise, members of
the Board of Directors or any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting.
The vote of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors unless the
Certificate of Incorporation or these By-laws shall require a vote of a greater
number.
Section III.9. Regulations. The Board of Directors may adopt such rules
and regulations for the conduct of the business and management of the
Corporation, not inconsistent with law or the Certificate of Incorporation or
these By-laws, as the Board of Directors may deem proper. The Board of Directors
may hold its meetings and cause the books and records of the Corporation to be
kept at such place or places within or without the State of Delaware as the
Board of Directors may from time to time determine. A member of the Board of
Directors, or a member of any committee designated by the Board of Directors
shall, in the performance of his duties, be fully protected in relying in good
faith upon the books of account or reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care by the Board of Directors or any committee of the
Board of Directors or in relying in good faith upon other records of the
Corporation.
Section III.10. Annual Meeting. An annual meeting of the Board of
Directors shall be called and held for the purpose of organization, election of
officers and transaction of any other business. If such meeting is held promptly
after and at the place specified for the annual meeting of stockholders, no
notice of the annual meeting of the Board of Directors need be given. Otherwise,
such annual meeting shall be held at such time (not more than thirty days after
the annual meeting of stockholders) and place as may be specified in a notice of
the meeting.
Section III.11. Regular Meetings. Regular meetings of the Board of
Directors shall be held at the time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination and notice thereof has been given to
each member of the Board of Directors, no further notice shall be required for
any such regular meeting. Except as otherwise provided by law, any business may
be transacted at any regular meeting.
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Section III.12. Special Meetings. Special meetings of the Board of
Directors may, unless otherwise prescribed by law, be called from time to time
by the Chairman of the Board or the President, and shall be called by the
Chairman of the Board, the President or the Secretary upon the written request
of a majority of the whole Board of Directors directed to the Chairman of the
Board, the President or the Secretary. Except as provided below, notice of any
special meeting of the Board of Directors, stating the time, place and purpose
of such special meeting, shall be given to each Director.
Section III.13. Notice of Meetings; Waiver of Notice. Notice of any
meeting of the Board of Directors shall be deemed to be duly given to a Director
(i) if mailed to such Director addressed to him at his address as it appears
upon the books of the Corporation, or at the address last made known in writing
to the Corporation by such Director as the address to which such notices are to
be sent, at least five days before the day on which such meeting is to be held,
or (ii) if sent to him at such address by telegraph, cable, radio or wireless
not later than the day before the day on which such meeting is to be held, or
(iii) if delivered to him personally or orally, by telephone or otherwise, not
later than the day before the day on which such meeting is to be held. Each such
notice shall state the time and place of the meeting and the purposes thereof.
Notice of any meeting of the Board of Directors need not be given to
any Director if waived by him in writing (or by telegram, cable, radio or
wireless and confirmed in writing) whether before or after the holding of such
meeting, or if such Director is present at such meeting. Any meeting of the
Board of Directors shall be a duly constituted meeting without any notice
thereof having been given if all Directors then in office shall be present
thereat.
Section III.14. Committees of Directors. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation.
Except as hereinafter provided, vacancies in membership of any
committee shall be filled by the vote of a majority of the whole Board of
Directors. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
any member of a committee (and his alternate appointed pursuant to the
immediately preceding sentence, if any), the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Members of a committee shall hold office for such period as may be fixed
by a resolution adopted by a majority of the whole Board of Directors, subject,
however, to removal at any time by the vote of a majority of the whole Board of
Directors.
Section III.15. Powers and Duties of Committees. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it. No
such committee shall have the power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws. The Board of Directors may, in the resolution creating
a committee, grant to such committee the power and authority to declare a
dividend or authorize the issuance of stock.
Each committee may adopt its own rules of procedure and may meet at
stated times or on such notice as such committee may determine. Except as
otherwise permitted by these By-laws, each committee shall keep regular minutes
of its proceedings and report the same to the Board of Directors when required.
Section III.16. Compensation of Directors. Each Director shall be
entitled to receive for attendance at each meeting of the Board of Directors or
any duly constituted committee thereof which he attends, such fee as is fixed by
the Board and in connection therewith shall be reimbursed by the Corporation for
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travel expenses. The fees to such Directors may be fixed in unequal amounts
among them, taking into account their respective relationships to the
Corporation in other capacities. These provisions shall not be construed to
preclude any Director from receiving compensation in serving the Corporation in
any other capacity.
Section III.17. Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.
ARTICLE IV
OFFICERS
Section IV.1. Principal Officers. The principal officers of the
Corporation shall be elected by the Board of Directors and shall include a
Chairman of the Board, a President, a Secretary and a Treasurer and may, at the
discretion of the Board of Directors, also include a Vice Chairman of the Board,
one or more Vice Presidents, and a Controller. Except as otherwise provided in
the Certificate of Incorporation or these By-laws, one person may hold the
offices and perform the duties of any two or more of said principal offices
except the offices and duties of President and Vice President or of Chairman of
the Board or President and Secretary. None of the principal officers need be
Directors of the Corporation.
Section IV.2. Election of Principal Officers; Term of Office. The
principal officers of the Corporation shall be elected annually by the Board of
Directors at such annual meeting of the Board of Directors. Failure to elect any
principal officer annually shall not dissolve the Corporation.
If the Board of Directors shall fail to fill any principal office at an
annual meeting, or if any vacancy in any principal office shall occur, or if any
principal office shall be newly created, such principal office may be filled at
any regular or special meeting of the Board of Directors.
Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal,
provided that the terms of office of all Vice Presidents shall terminate at any
annual meeting of the Board of Directors at which the President is elected.
Section IV.3. Subordinate Officers, Agents and Employees. In addition
to the principal officers, the Corporation may have one or more Assistant
Treasurers, Assistant Secretaries, and such other subordinate officers, agents
and employees as the Board of Directors may deem advisable, each of whom shall
hold office for such period and have such authority and perform such duties as
the Board of Directors, the Chairman of the Board, the President, or any officer
designated by the Board of Directors, may from time to time determine. The Board
of Directors at any time may appoint and remove, or may delegate to any
principal officer the power to appoint and to remove, any subordinate officer,
agent or employee of the Corporation.
Section IV.4. Delegation of Duties of Officers. The Board of Directors
may delegate the duties and powers of any officer of the Corporation to any
other officer or to any Director for a specified period of time for any reason
that the Board of Directors may deem sufficient.
Section IV.5. Removal of Officers. Any officer of the Corporation may
be removed, with or without cause, by resolution adopted by a majority of the
Directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the Directors then in office.
Section IV.6. Resignations. Any officer may resign at any time by
giving written notice of resignation to the Board of Directors, to the Chairman
of the Board, to the President or to the Secretary. Any such resignation shall
take effect upon receipt of such notice or at any later time specified therein.
Unless otherwise specified in the notice, the acceptance of a resignation shall
not be necessary to make the resignation effective.
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Section IV.7. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of stockholders and of the Board of Directors at which
he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.
Section IV.8. President. The President shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors at which he is present. The President shall be the chief
executive officer of the Corporation and shall have general supervision over the
business and affairs of the Corporation and shall be responsible for carrying
out the policies and objectives established by the Board of Directors. The
President shall have all powers and duties usually incident to the office of the
President, except as specifically limited by a resolution of the Board of
Directors. The President shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors.
Section IV.9. Vice President. In the absence or disability of the
President or if the office of President be vacant, the Vice Presidents in the
order determined by the Board of Directors, or if no such determination has been
made, in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.
Section IV.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Corporation, and shall have supervision over the care and custody of the
records and seal of the Corporation. The Secretary shall be empowered to affix
the corporate seal to documents, the execution of which on behalf of the
Corporation under its seal is duly authorized, and when so affixed may attest
the same. The Secretary shall have all powers and duties usually incident to the
office of Secretary, except as specifically limited by a resolution of the Board
of Directors. The Secretary shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors or
the President.
Section IV.11. Treasurer. The Treasurer shall have general supervision
over the care and custody of the funds and over the receipts and disbursements
of the Corporation and shall cause the funds of the Corporation to be deposited
in the name of the Corporation in such banks or other depositaries as the Board
of Directors may designate. The Treasurer shall have supervision over the care
and safekeeping of the securities of the Corporation. The Treasurer shall have
all powers and duties usually incident to the office of Treasurer, except as
specifically limited by a resolution of the Board of Directors. The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.
Section IV.12. Controller. The Controller shall be the chief accounting
officer of the Corporation and shall have supervision over the maintenance and
custody of the accounting operations of the Corporation, including the keeping
of accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller, except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.
Section IV.13. Bond. The Board of Directors shall have power, to the
extent permitted by law, to require any officer, agent or employee of the
Corporation to give bond for the faithful discharge of his duties in such form
and with such surety or sureties as the Board of Directors may determine.
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ARTICLE V
CAPITAL STOCK
Section V.1. Issuance of Certificates of Stock. Each stockholder of the
Corporation shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors, certifying the number of shares of
capital stock of the Corporation owned by such stockholder.
Section V.2. Signatures on Stock Certificates. Certificates for shares
of capital stock of the Corporation shall be signed by, or in the name of the
Corporation by, the Chairman of the Board, the President or a Vice President and
by, or in the name of the corporation by, the Secretary, the Treasurer, an
Assistant Secretary or an Assistant Treasurer. Any of or all the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may be issued by the
Corporation with the same effect as if such signer were such officer at the date
of issue.
Section V.3. Stock Ledger. A record of all certificates for capital
stock issued by the Corporation shall be kept by the Secretary or any other
officer or employee of the Corporation designated by the Secretary or by any
transfer clerk or transfer agent appointed pursuant to Section 5.4 hereof. Such
record shall show the name and address of the person, firm or corporation in
which certificates for capital stock are registered, the number of shares
represented by each such certificate, the date of each such certificate, and in
case of certificates which have been canceled, the dates of cancellation
thereof.
The Corporation shall be entitled to treat the holder of record of
shares of capital stock as shown on the stock ledger as the owner thereof and as
the person entitled to receive dividends thereon, to vote such shares and to
receive notice of meetings, and for all other purposes. The Corporation shall
not be bound to recognize any equitable or other claim to or interest in any
share of capital stock on the part of any other person whether or not the
Corporation shall have express or other notice thereof.
Section V.4. Regulations Relating to Transfer. The Board of Directors
may make such rules and regulations as it may deem expedient, not inconsistent
with law, the Certificate of Incorporation or these By-laws, concerning
issuance, transfer and registration of certificates for shares of capital stock
of the Corporation. The Board of Directors may appoint, or authorize any
principal officer to appoint, one or more transfer clerks or one or more
transfer agents and one or more registrars and may require all certificates for
capital stock to bear the signature or signatures of any of them.
Section V.5. Transfers. Transfers of capital stock shall be made on the
books of the Corporation only upon delivery to the Corporation or its transfer
agent of (i) a written direction of the registered holder named in the
certificate or such holder's attorney lawfully constituted in writing, (ii) the
certificate for the shares of capital stock being transferred, and (iii) a
written assignment of the shares of capital stock evidenced thereby.
Section V.6. Cancellation. Each certificate for capital stock
surrendered to the Corporation for exchange or transfer shall be canceled and no
new certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.
Section V.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the
event that any certificate for shares of capital stock of the Corporation shall
be mutilated, the Corporation shall issue a new certificate in place of such
mutilated certificate. In case any such certificate shall be lost, stolen or
destroyed, the Corporation may, in the discretion of the Board of Directors or a
committee designated thereby with power so to act, issue a new certificate for
capital stock in the place of any such lost, stolen or destroyed certificate.
The applicant for any substituted certificate or certificates shall surrender
any mutilated certificate or, in the case of any lost, stolen or destroyed
certificate, furnish satisfactory proof of such loss, theft or destruction of
such certificate and of the ownership thereof. The Board of Directors or such
committee may, in its discretion, require the owner of a lost or destroyed
certificate, or his representatives, to furnish to the Corporation a bond with
an acceptable surety or sureties and in such sum as will be sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the lost,
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stolen or destroyed certificate or the issuance of such new certificate. A new
certificate may be issued without requiring a bond when, in the judgment of the
Board of Directors, it is proper to do so.
Section V.8. Fixing of Record Dates.
(a) The Board of Directors may fix, in advance, a record date, which
shall not be more than fifty nor less than ten days before the date of any
meeting of stockholders, nor more than fifty days prior to any other action, for
the purpose of determining stockholders entitled to notice of or to vote at such
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action.
(b) If no record date is fixed by the Board of Directors:
(i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held;
(ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is necessary, shall be the
day on which the first consent is expressed;
(iii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE VI
INDEMNIFICATION
Section VI.1. Indemnification. The Corporation shall, to the full
extent permitted by applicable law, indemnify any person (and the heirs,
executors and administrators of such person) who, by reason of the fact that he
is or was a Director, officer, employee or agent of the Corporation or of a
constituent corporation absorbed by the Corporation in a consolidation or merger
or is or was serving at the request of the Corporation or such constituent
corporation as a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust or other enterprise, was or is a party or is
threatened to be a party to:
(a) any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with any such action, suit or proceeding, or,
(b) any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit.
Any indemnification by the Corporation pursuant hereto shall be made
only in the manner and to the extent authorized by applicable law, and any such
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may otherwise be entitled.
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Section VI.2. Indemnification Insurance. The Corporation shall have
power 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 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 applicable
law.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section VII.1. Corporate Seal. The seal of the Corporation shall be
circular in form with the name of the Corporation in the circumference and the
words "Corporate Seal, Delaware" in the center. Alternatively, the Secretary and
any Assistant Secretary are authorized to use a seal which has the name "HRC
Subsidiary" in place of the Corporation's name and such alternative seal shall
have the same force and effect as the seal otherwise authorized by these
By-laws. The seal may be used by causing it to be affixed or impressed, or a
facsimile thereof may be reproduced or otherwise used in such manner as the
Board of Directors may determine.
Section VII.2. Fiscal Year. The fiscal year of the Corporation shall be
from January 1 to December 31, inclusive, in each year, or such other twelve
consecutive months as the Board of Directors may designate.
Section VII.3. Waiver of Notice. Whenever any notice is required to be
given under any provision of law, the Certificate of Incorporation, or these
By-laws, a written waiver thereof, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, Directors, or members of
a committee of Directors, need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation.
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Section VII.4. Execution of Instruments, Contracts, Etc.
(a) All checks, drafts, bills of exchange, notes or other obligations
or orders for the payment of money shall be signed in the name of the
Corporation by the President or such other officer or officers or person or
persons, as the Board of Directors may from time to time designate.
(b) Except as otherwise provided by law, the Board of Directors, any
committee given specific authority in the premises by the Board of Directors, or
any committee given authority to exercise generally the powers of the Board of
Directors during the intervals between meetings of the Board of Directors, may
authorize any officer, employee or agent, in the name of and on behalf of the
Corporation, to enter into or execute and deliver deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority may be
general or confined to specific instances.
(c) All applications, written instruments and papers required by or
filed with any department of the United States Government or any state, county,
municipal or other governmental official or authority, may, if permitted by
applicable law, be executed in the name of the Corporation by any principal
officer or subordinate officer of the Corporation, or, to the extent designated
for such purpose from time to time by the Board of Directors, by an employee or
agent of the Corporation. Such designation may contain the power to substitute,
in the discretion of the person named, one or more other persons.
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ARTICLE VIII
AMENDMENTS
Section VIII.1. By Stockholders. These By-laws may be amended, altered
or repealed, or new By-laws may be adopted, at any meeting of stockholders by
the vote of the holders of not less than a majority of the outstanding shares of
stock entitled to vote thereat, provided that, in the case of a special meeting,
notice that an amendment is to be considered and acted upon shall be inserted in
the notice or waiver of notice of said meeting.
Section VIII.2. By Directors. To the extent permitted by the
Certificate of Incorporation, these By-laws may be amended, altered or repealed,
or new By-laws may be adopted, at any regular or special meeting of the Board of
Directors by the affirmative vote of a majority of the whole Board.
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*The Table of Contents appears here for convenience only and should not be
considered a part of the Bylaws.
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