EXHIBIT (3)-2
BY-LAWS
OF
HEALTHSOUTH CORPORATION
(A DELAWARE CORPORATION)
TABLE OF CONTENTS*
TO
BY-LAWS
OF
HEALTHSOUTH CORPORATION
Page
ARTICLE I
OFFICES
Section 1.1. Location....................................................... 1
Section 1.2. Change of Location............................................. 1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1. Annual Meeting................................................. 1
Section 2.2. Special Meetings............................................... 2
Section 2.3. List of Stockholders Entitled to Vote.......................... 2
Section 2.4. Notice of Meetings............................................. 2
Section 2.5. Adjourned Meetings and Notice Thereof.......................... 3
Section 2.6. Quorum......................................................... 3
Section 2.7. Voting......................................................... 3
Section 2.8. Action by Consent of Stockholders.............................. 4
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers................................................. 5
Section 3.2. Number of Directors............................................ 5
Section 3.3. Qualification.................................................. 5
Section 3.4. Election....................................................... 5
Section 3.5. Term .......................................................... 6
Section 3.6. Resignation and Removal........................................ 6
Section 3.7. Vacancies...................................................... 6
Section 3.8. Quorum and Voting.............................................. 6
Section 3.9. Regulations.................................................... 7
Section 3.10. Annual Meeting................................................. 7
Section 3.11. Regular Meetings............................................... 8
- - --------
*The Table of Contents appears here for convenience only and should not be
considered a part of the Bylaws.
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Section 3.12. Special Meetings.............................................. 8
Section 3.13. Notice of Meetings; Waiver of Notice.......................... 8
Section 3.14. Committees of Directors....................................... 9
Section 3.15. Powers and Duties of Committees............................... 9
Section 3.16. Compensation of Directors..................................... 10
Section 3.17. Action Without Meeting........................................ 10
ARTICLE IV
OFFICERS
Section 4.1. Principal Officers............................................ 10
Section 4.2. Election of Principal Officers; Term of Office................ 11
Section 4.3. Subordinate Officers, Agents and Employees.................... 11
Section 4.4. Delegation of Duties of Officers.............................. 11
Section 4.5. Removal of Officers........................................... 12
Section 4.6. Resignations.................................................. 12
Section 4.7. Chairman of the Board......................................... 12
Section 4.8. President..................................................... 12
Section 4.9. Vice President................................................ 12
Section 4.10. Secretary..................................................... 13
Section 4.11. Treasurer..................................................... 13
Section 4.12. Controller.................................................... 13
Section 4.13. Bond ......................................................... 14
ARTICLE V
CAPITAL STOCK
Section 5.1. Issuance of Certificates of Stock............................. 14
Section 5.2. Signatures on Stock Certificates.............................. 14
Section 5.3. Stock Ledger.................................................. 14
Section 5.4. Regulations Relating to Transfer.............................. 15
Section 5.5. Transfers..................................................... 15
Section 5.6. Cancellation.................................................. 15
Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates............ 15
Section 5.8. Fixing of Record Dates........................................ 16
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ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnification............................................... 17
Section 6.2. Indemnification Insurance..................................... 18
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Corporate Seal................................................ 18
Section 7.2. Fiscal Year................................................... 18
Section 7.3. Waiver of Notice.............................................. 18
Section 7.4. Execution of Instruments, Contracts, Etc...................... 19
ARTICLE VIII
AMENDMENTS
Section 8.1. By Stockholders............................................... 20
Section 8.2. By Directors.................................................. 20
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As Amended through
May 21, 1998
(See 1.1 and 2.1)
BY-LAWS
OF
HEALTHSOUTH CORPORATION
ARTICLE I
OFFICES
Section 1.1. 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 1.2. 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 2.1. 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 2.2. 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
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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 2.3. 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.
Section 2.4. 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 2.5. 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
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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 2.6. 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 2.7. 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.
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Section 2.8. 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 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 3.1. 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 3.2. 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 3.3. 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 3.4. 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
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voting on Directors at any such meeting shall be by written ballot unless
otherwise provided in the Certificate of Incorporation.
Section 3.5. 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 3.6. 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.
Section 3.7. 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 3.8. 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
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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 3.9. 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 3.10. 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 3.11. 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
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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.
Section 3.12. 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 3.13. 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 3.14. 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
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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 3.15. 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 3.16. 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
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 3.17. 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.
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ARTICLE IV
OFFICERS
Section 4.1. 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 4.2. 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 4.3. 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.
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Section 4.4. 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 4.5. 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 4.6. 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.
Section 4.7. 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 4.8. 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 4.9. 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
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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 4.10. 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 4.11. 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 4.12. 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 4.13. 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 5.1. 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 5.2. 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 5.3. 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 5.4. 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
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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 5.5. 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 5.6. 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 5.7. 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, 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 5.8. 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
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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 6.1. 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,
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(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.
Section 6.2. 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 7.1. 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 7.2. 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 7.3. 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
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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 7.4. 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.
ARTICLE VIII
AMENDMENTS
Section 8.1. 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,
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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 8.2. 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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