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EXHIBIT 3.10
CODE OF REGULATIONS
OF
DANIEL P. RICHFIELD, M.D., INC.
adopted by its shareholders entitled to" vote for the government of the
corporation;
ARTICLE I.
MEETINGS OF SHAREHOLDERS
(a) ANNUAL MEETINGS. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
Cincinnati, Ohio, on the last day of January of each year, at 2:00 o'clock,
P.M., if not a legal holiday, but if a legal holiday, then on the day following
at the same hour. The first annual meeting of the corporation shall be held in
1970.
(b) SPECIAL MEETINGS. Special meetings of the shareholders of this
corporation shall be called by the Secretary, pursuant to a. resolution of the
Board of Directors, or upon the written request of two directors, or by
shareholders representing 25% of the shares issued and entitled to vote. Calls
for special meetings shall specify the time, place and object or objects
thereof, and no business other than that specified in the call therefor shall be
considered at any such meetings.
(c) NOTICE OF MEETINGS. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place, and in case of
special meetings, the objects thereof/ shall be given to each shareholder
entitled to vote at such meeting appearing on the books of the corporation by
mailing same to his address as the same appears on the records of the
corporation or of its Transfer Agent, or Agents, at least ten (10) days before
any such meeting; provided, however, that no failure or irregularity of notice
of any annual meeting shall invalidate the same or any proceeding thereat.
All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares,
(d) QUORUM. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of the
shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at any such adjourned meeting any business
may be transacted which might have been transacted if the meeting had been
originally called.
(e) PROXIES. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed
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by an instrument in writing, subscribed by such shareholder, or by his duly
authorized attorney, and submitted to the Secretary at or before such meeting.
ARTICLE II.
SEAL
The seal of -the- corporation shall be 'circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates of
the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate sea.! may be kept and used by any other officer of the corporation/ or
by any Transfer Agent of its shares.
ARTICLE III.
SHARES
SECTION 1. CERTIFICATES. Certificates evidencing ownership of shares of the
corporation shall he issued to those entitled to them by transfer or otherwise.
Each certificate for shares shall bear a distinguishing number/ the signature of
the President or Vice-President, and of the Secretary or an Assistant Secretary/
the seal of the corporation and such recitals as may be required by law. The
certificates for shares shall be of such tenor and design as the Board of
Directors from time to time may adopt.
SECTION 2. TRANSFERS. (a) The shares may be transferred on the proper books
of the corporation by the registered holders thereof, or by their attorneys
legally constituted, or their legal representative by surrender of the
certificate therefor for cancellation and a written assignment of the shares
evidenced thereby. The Board of Directors may, from time to time/ appoint such
Transfer Agents or Registrars of. shares as it may deem advisable, and may
define their powers and duties.
(b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to wit: the President or a Vice President, and the
Treasurer or Secretary or an Assistant Treasurer or an Assistant Secretary; or
by any person or persons thereunto authorized by the Board of Directors.
SECTION 3. LOST CERTIFICATES. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed but in every case the
owner of the lost certificate or certificates shall first cause to be given to
the corporation a bond, with surety or sureties satisfactory to the corporation
in such sum as said Board of Directors may in its discretion deem sufficient as
indemnity against any loss or liability that the corporation may incur by reason
of the issuance of such new certificates; but the Board of Directors may, in its
discretion, refuse to issue such new certificate save upon the
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order of some court having jurisdiction in such matters pursuant to the statute
made and provided, or the Board of Directors may accept the indemnity of the
shareholder without a surety. The Board of Directors, in. its discretion,, may
waive the requiring of a surety to indemnify this corporation upon issuing a
certificate to replace a list certificate and instead of such surety accept the
personal guarantee of the shareholder to whom said new certificate is being
issued.
SECTION 4. CLOSING OF TRANSFER BOOKS. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.
SECTION 5. RESTRICTIONS ON TRANSFER. No present or future stockholder of
the corporation or his executor, administrator or personal representative shall
encumber or dispose of the stock of the corporation which he now owns or may
hereafter acquire, except as follow
(a) Bequest or Gift. Any stockholder may transfer any part or all of such
stock by testate direction or intestate distribution at the time of his death to
or for the benefit of any person or persons, or by gift to, or in trust for the
benefit of, himself, his spouse, his parent or parents, or any descendant or
descendants of his. In case of any such transfer the legatees, heirs/ next of
kin, donees, or other transferees shall receive and hold such stock subject to
the restriction on encumbrance and disposition set forth in this Section 5 of
Article III of the Code of Regulations.
(b) Sale. Any stockholder who desires to sell all or any part of such
stock shall first offer in writing such stock for sale to the corporation at the
same price and upon the same terms offered to such stockholder by a bona fide
prospective purchaser of such shares* The corporation shall have the option for
ten (10) days after its receipt of such written offer to accept such offer. If,
within such ten-day period, the corporation shall fail to accept such offer in
its entirety, its option hereunder as to such offer shall terminate. There upon
the stockholder so desiring to sell all or part of his stock shall make the same
offer (being an offer in writing to sell such stock at the same price and upon
the same terms offered to such stockholder by a bona fide prospective purchaser
of such shares) to all of the other then stockholders of the corporation (as a
group) and shall give written notice of such offer to all of the other then
stockholders. Such other stockholders shall have the option for thirty (30) days
after their receipt of such written offer to accept such offer in such
proportions among themselves as they may agree, and if they do not agree, then
each such stockholder who desires to accept such offer shall have the right to
purchase such a fraction of such shares of stock as is computed as follows:
(i) The numerator of the fraction shall be the number corresponding to the
number of shares of stock of the corporation then owned by such stockholder who
desires to accept such offer;
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(ii) The denominator of such fraction shall be the number corresponding to
the sum of all of the shares of stock then owned by all of the then stockholders
who desire to accept such offer;
provided, however, that no stockholder shall have the right to purchase any part
of the shares so offered for sale unless all of such shares so offered for sale
are purchased, pursuant to such offer, by one or more of such offeree
stockholders.
If no stockholder or stockholders exercise such option within the aforesaid
thirty-day period, then the stockholder so desiring to sell part or all of his
stock shall have the right for a period ending on the sixtieth (60th) day after
the expiration of the aforesaid thirty-day period, to sell such stock to, and
only to, the aforesaid bona fide prospective purchaser in the same quantity, at
the same price, and upon the same terms as were offered to the other
stockholders and/or the corporation. Upon the expiration of such sixty (60) day
period, if such stockholder does not sell such stock, all of the restrictions
imposed by this Section 5 of Article III of the Code of Regulation; shall apply
to all of the stock owned by such stockholder.
(c) Imprint on Certificates. All stock certificates shall have the
following language typed upon the face of said certificates:
"SUBJECT TO RESTRICTIONS IMPOSED BY ARTICLE III, SECTION 5
OP THE CODE OF REGULATIONS OF THIS CORPORATION."
ARTICLE IV.
DIRECTORS
The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members. The election of directors shall be held at
the annual meeting of the shareholders, or at a special meeting called for that
purpose.
Directors shall hold office until the expiration of the terra for which
they were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.
ARTICLE V.
VACANCIES IN THE BOARD
A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, the remaining
directors, though less than a majority of the whole board, by affirmative vote
of a majority of those present at any duly convened meeting may, except as
hereinafter provided, elect a successor to hold office for the unexpired portion
of the term of the director whose place shall be vacant, and until the election
and qualification of a successor.
ARTICLE VI.
REGULAR MEETINGS
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ARTICLE XIII.
OFFICERS
The officers of this corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary and a Treasurer, who may or may
not be directors. Said officers shall be chosen by. the Board of Directors, and
shall hold office for one year, and until their successors are elected and
qualified. Additional Vice-presidents may be elected from time to time as
determined by the Directors who may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and such other offices and
agents of the corporation as it may from time to time determine.
Any officer or employee elected or appointed by the Board of Directors,
other than that of directors, may be removed at any time upon vote of the
majority of the whole Board of Directors.
The same person may hold more than one office, other than that of President
and Vice-President, or Secretary and Assistant Secretary, or Treasurer and
Assistant Treasurer.
In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
directors, provided a majority of the whole Board of Directors concur therein.
ARTICLE XIV.
DUTIES OF OFFICERS
(a) President. The President shall preside at all meetings of shareholders
and directors. He shall exercise, subject to the control of the Board of
Directors and the shareholders of the corporation, a general supervision over
the affairs of the corporation, and shall perform generally all duties incident
to the office and such other duties as may b(pound) assigned to him from time to
time by the Board of Directors.
(b) Vice-president. The Vice-president shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.
(c) Secretary. The Secretary shall keep the minutes of all proceedings of
the Board of Directors and of the shareholders and make a proper record of same,
which shall be attested by him. He shall keep such books as may be required by
the Board of Directors, and shall take charge of the seal of the corporation/
and generally per form such other and further duties as may be required by the
Board of Directors.
(d) Treasurer. The Treasurer shall have the custody of the funds and
securities of the corporation, which may come into his hands, and
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shall do with the same as may be ordered by the Board of Directors. When
necessary or proper, he may endorse on behalf of the corporation for collection,
checks, notes and other obligations. He shall deposit the funds of the
corporation to its credit in such banks and depositories as the Board of
Directors may, from time to time, designate. He shall submit to the annual
meeting of the shareholders, a statement of the financial condition of the
corporation, and whenever required by the Board of Directors/ shall make and
render a statement of his accounts, and such other statements as may be
required. He shall keep in books of the corporation, full and accurate accounts
of all monies received and paid by him for account of the corporation. He shall
perform such other duties as may, from time to time, be assigned to him by the
Board of Directors.
ARTICLE XV.
ORDER OF BUSINESS
1. Call meeting to order.
2. Selection of chairman and secretary
3. Proof of notice of meeting.
4. Roll call, including filing of proxies with secretary.
5. Appointment of tellers.
6. Reading and disposal of previously unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that purpose, election of
directors.
9. Unfinished business.
10. New Business
11. Adjournment.
This order may be changed by the affirmative vote of a majority in interest
of the shareholders present.
ARTICLE XVI.
AMENDMENTS
These regulations may be adopted, amended, or repealed by the affirmative
vote of a majority of the shares empowered to vote thereon at any meeting called
and held for that purpose, notice of which meeting has been given pursuant to
law, or without a meeting by the written assent of the owners of two-thirds of
the shares of the corporation entitled to vote thereon.
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SHAREHOLDER ACTION BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF MEETING
Cincinnati, Ohio
March 18, 1993
The undersigned, being the sole shareholder of DANIEL F, RICHFIELD, M.D.,
INC., does hereby affirmatively vote for, consent to, adopt and approve the
following resolution:
RESOLVED, that ARTICLE IV - Directors, of the Code of Regulations be
amended in its entirety to read as follows:
ARTICLE IV - DIRECTORS.
The number of members of the Board of Directors shall be determined
pursuant to law, or by resolution of the shareholders entitled to vote, and
shall not be less than one (1) member if there is one (1) shareholder, two (2)
members if there are two (2) shareholders, or three (3) members if three (3) or
more shareholders. The election of directors shall be held at the annual meeting
of the shareholders, or at a special meeting called for that purpose.
Directors shall hold office until the expiration of the term for which they
were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.
/s/ David R. Barron MD
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David R. Barron, M.D.,
Sole Shareholder
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AMERIPATH CINCINNATI, INC.
AMENDMENT TO THE BYLAWS
The sole shareholder of AmeriPath. Cincinnati, Lie. (the "Corporation")
adopted a resolution on November 29,2001 that amended the Bylaws of the
Corporation as follows:
The first sentence of Article XIII is deleted its entirety and replaced
with a new sentence to read as follows:
"The officers of this corporation shall be a. President, a Vice-President,
a Secretary and a Treasurer, who may or may not be directors,".
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[SEAL]
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
BENO MICHEL, M.D., INC.
JAMES C. NEW, who is the President, and ROBERT P. WYNN, who is the
Secretary of BENO MICHEL, M.D, INC, an Ohio professional association for profit
(the "Corporation"), do hereby certify that in a writing signed by all the
members of the Board of Directors and the sole Shareholder who would be entitled
to a notice of a meeting held for such purpose, the following resolution was
adopted to amend the Articles:
"RESOLVED, that the Corporation change iu name to AMERIPATH CLEVELAND,
INC and that the Articles of Incorporation of the Corporation as presently
in effect be, and hereby are, amended to effect such change."
IN WITNESS WHEREOF, the above-named officers, acting and on behalf of the
corporation have hereunto subscribed their names this 31 day of October, 1996,
By: /s/ James C. New
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JAMES C. NEW, President
By: /s/ Robert P. Wynn
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ROBERT P. WYNN, Secretary
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[ILLEGIBLE]
FIFTH. The amount of capital with which the Association will begin business
shall be FIVE HUNDRED DOLLARS ($500.00).
SIXTH. Shares of the Association shall be issued only to persoins duly
licensed or otherwise legally authorised to render professional medical services
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SEVENTH A director or officer of the Association shall not be disqualified
from dealing or contracting with the Association as vendor, purchaser, employee,
agent or otherwise nor shall any transaction, contract or other act of the
Association be void or voidable or in any way affected or invalidated by the
fact that any director or officer or any firm in which such director or officer
is a shareholder, director or officer is in any way interested in such
transaction, contract or other act, provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors at which action upon any such transaction,
contract or other act shall be taken nor shall any such director or officer be
accountable or responsible to the Association for or in respect to any such
transaction, contract or other act shall be taken nor shall any such director or
officer be accountable or responsible to the Association for or in respect to
any such transaction, contract or other act of the Association or for any gains
or profits realized by him by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a shareholder, director or officer
is interested in such transaction, contract or other act; and any such director
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of the Association which shall authorize or take action in
respect to any such transaction, contract or other act, and may vote thereat to
authorize, ratify or approve any such transaction, contract or other act, with
like force and effect as if he or any firm of which he is a shareholder,
director or officer were not interested in such transaction, contract or act.
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EIGHT. Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, weiver or
release of the holders of shares entitling them to exercise two thirds, or any
other proportion of the voting power of the Association or any class or classes
of shares thereof, such action, unless otherwise expressly required by statute
or ny these Articles of Incorporation, may be taken by the vote, consent, waiver
or release of the holders of shares entitling them to exercise a majority of the
voting power of the Association or of such class or classes.
In WITNESS WHEREOF, undersigned has hereunto subscribed its name this 9th
day of April, 1976
BENO MICHEL, M.D., INC.
By: 2112 East Ohio Service Corp.
By: /s/ Stephen S. Kadish
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Stephen S. Kadish, President