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EXHIBIT 3.130
BYLAWS
OF
SHOALS PATHOLOGY ASSOCIATES, INC.
an Alabama corporation
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TABLE OF CONTENTS
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ARTICLE I OFFICES
ARTICLE II SHAREHOLDERS
Section 2.1 Annual Meetings
Section 2.2 Special Meetings
Section 2.3 Place of Meetings
Section 2.4 Notice of Meetings
Section 2.5 Closing of Transfer Books or Fixing of Record Date
Section 2.6 Voting Record
Section 2.7 Proxies
Section 2.8 Quorum
Section 2.9 Voting of Shares
Section 2.10 Voting of Shares by Certain Holders
Section 2.11 Action by Shareholders Without a Meeting
ARTICLE III BOARD OF DIRECTORS
Section 3.1 General Powers
Section 3.2 Number, Tenure and Qualifications
Section 3.3 Vacancies
Section 3.4 Meetings
Section 3.5 Meeting by Telephone
Section3.6 Quorum
Section 3.7 Acts of the Board
Section 3.8 Presumption of Assent
Section 3.9 Action Without a Meeting
Section 3.10 Committees of Directors
Section 3.11 Compensation
Section 3.12 Director Conflicts of Interest
Section 3.13 Loans to Employees and Directors
ARTICLE IV WAIVER OF NOTICE
Section 4.1 Directors
Section 4.2 Shareholders
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ARTICLE V OFFICERS
Section 5.1 Positions
Section 5.2 Election and Term of Office
Section 5.3 Vacancies
Section 5.4 Removal
Section 5.5 Duties of Officers
Section 5.6 Compensation
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
ARTICLE VII CERTIFICATES REPRESENTING SHARES
Section 7.1 Certificates Representing Shares
Section 7.2 Legends on Certificates
Section 7.3 Transfer of Shares
Section 7.4 Lost, Stolen, Destroyed, or Mutilated Certificates
ARTICLE VIII GENERAL
Section 8.1 Fiscal Year
Section 8.2 Dividends
Section 8.3 Checks
Section 8.4 Corporate Seal
Section 8.5 Right of Corporation to Acquire its Own Shares
Section 8.6 Voting of Corporation's Securities
ARTICLE IX AMENDMENT OF BYLAWS
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BYLAWS
OF
SHOALS PATHOLOGY ASSOCIATES, INC.
an Alabama corporation
ARTICLE I
OFFICES
The principal office of the corporation shall be located in Muscle Shoals,
Alabama. The corporation may have such other offices, within and without the
State of Alabama, as the board of directors may determine or as the business of
the corporation may require.
The registered office of the corporation, required by the Alabama Business
Corporation Act to be maintained in the State of Alabama, may but need not be
the same as its principal office in the State of Alabama. The address of the
registered office may be changed from time to time by the board of directors.
ARTICLE II
SHAREHOLDERS
Section 2.1 ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1998, shall be held on the second Tuesday of December
in each year if not a legal holiday in the State of Alabama, and if a legal
holiday, then on the next succeeding business day not a legal holiday, at 10:00
a.m., or at such other date and time as shall be designated from time to time
by the board of directors and stated in the notice of the meeting, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated herein for the annual meeting of the shareholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
conveniently held.
Section 2.2 SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the board of directors, the chairman of the board, the president or
the holders of not less than one-tenth of all shares of the corporation entitled
to vote at the meeting.
Section 2.3 PLACE OF MEETINGS. Annual and special meetings shall be held
at the principal office of the corporation in the State of Alabama, or at such
other place, within or without the State of Alabama, as may be designated by the
board of directors or the person or persons calling the meeting and stated in
the notice of the meeting.
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Section 2.4 NOTICE OF MEETINGS. Unless otherwise required by law,
written notice of shareholder meetings, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall, unless otherwise prescribed by statute, be delivered
not less than ten nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the chairman of the
board, the president, the secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Notwithstanding the provisions of this section, the stock or bond indebtedness
of the corporation shall not be increased at a meeting unless notice of such
meeting shall have been given as may be required by section 234 of the
Constitution of Alabama as the same may be amended from time to time.
Section 2.5 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for stated
period not to exceed fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than fifty days and, in
case of a meeting of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
Section 2.6 VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order with the address of and the number of shares held by each.
Such list shall be kept on file at the principal office of the corporation for a
period of ten days prior to such meeting of shareholders and shall be subject to
inspection by any shareholder making written request therefor at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as
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to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at such
meeting.
Section 2.7 PROXIES. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 2.8 QUORUM. Unless otherwise provided in the articles of
incorporation, a majority of the shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is not present at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice,
other than announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.9 VOTING OF SHARES. Subject to the provisions of the next
sentence of this Section 2.9, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. At each election for directors every shareholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote, OR, if cumulative voting is
authorized by the articles of incorporation, to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of such candidates. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation or
these bylaws.
Section 2.10 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the bylaws of such other corporation may prescribe, or, in the
absence of such provision, as the board of directors of such other corporation
may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name and no corporate
trustee
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shall be entitled to vote in the election of directors shares held by it solely
in a fiduciary capacity if such shares are shares issued by the corporate
trustee itself.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Section 2.11 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS. All corporate powers shall be exercised by
or under authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors.
Section 3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors
constituting the initial board of directors is set forth in the articles of
incorporation, and the members of the first board shall hold office until the
first annual meeting of shareholders and until their successors shall have been
elected and qualified. Thereafter, the number of directors constituting the
board of directors shall be not less than one nor more than ten, the exact
number to be determined by resolution of the board of directors. The minimum and
maximum number of directors may be increased or decreased from time to time in
the manner provided by the bylaws for the amendment thereof, but no decrease
shall have the effect of shortening the term of any incumbent director.
Directors shall hold office until the next succeeding annual meeting of
shareholders and until their successors shall have been elected and qualified.
Directors need not be shareholders or residents of the State of Alabama.
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Section 3.3 VACANCIES. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected to serve until the next annual meeting of
shareholders. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.
Section 3.4 MEETINGS. Meetings of the board of directors, regular or
special, may be held either within or without the State of Alabama. A regular
meeting of the board of directors shall be held without notice immediately
after, and at the same place as, the annual meeting of shareholders. Other
regular meetings may be held upon such notice and at such time and place as
shall be determined by the board. Special meetings of the board of directors may
be called by the chairman of the board, the president or by any two directors on
three days written notice to each director, delivered personally or mailed to
each director at his business address or by telegram. The secretary, at the
request in writing of the chairman of the board, the president or any two
directors, shall send such written notice on his or their behalf. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, so addressed, with postage thereon prepaid. If by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice of such meeting.
Section 3.5 MEETING BY TELEPHONE. Members of the board of directors or
any committee designated thereby may participate in a meeting of such board or
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
at the same time and participation by such means shall constitute presence in
person at a meeting.
Section 3.6 QUORUM. A majority of the whole number of directors of the
board shall constitute a quorum for the transaction of business at any meeting
of the board of directors. If less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. If a quorum is present when the meeting is convened, the
directors present may continue to do business, taking action by a vote of a
majority of a quorum, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum present or the refusal of any
director present to vote.
Section 3.7 ACTS OF THE BOARD. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 3.8 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the
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secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
Section 3.9 ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors or a committee thereof at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote of the directors or the members of such committee.
Section 3.10 COMMITTEES OF DIRECTORS. The board of directors, by
resolution passed by a majority of the whole board of directors, may designate
from among its members one or more committees, each committee to consist of one
or more of the directors of the corporation. Each such committee, to the extent
provided in the resolutions of the board of directors, shall have and may
exercise all the powers and authority of the board of directors, except that no
such committee shall have the authority of the board in reference to declaring a
dividend or distribution from capital stock, issuing capital stock, amending the
articles of incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease, mortgage, exchange or other
disposition of all or substantially all of the property and assets of the
corporation other than in the usual and regular course of business, recommending
to the shareholders a voluntary dissolution of the corporation or a revocation
of a dissolution, filling vacancies in the board of directors, or amending the
bylaws of the corporation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
Section 3.11 COMPENSATION. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between the corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of its
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the board of directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, if the contract or transaction is fair and reasonable to the
corporation and if either the fact of such relationship or interest is disclosed
to the board of directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors or the fact
of such relationship or interest is disclosed to the shareholders entitled to
vote and they authorize, approve or ratify such contract or transaction by vote
or written consent.
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Common or interested directors may not be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 3.13 LOANS TO EMPLOYEES AND DIRECTORS. The corporation shall not
lend money to or use its credit to assist its directors without authorization in
the particular case by its shareholders, but may lend money to and use its
credit to assist any employee of the corporation or of a subsidiary, including
any such employee who is a director of the corporation, if the board of
directors decides that such loan or assistance may benefit the corporation.
ARTICLE IV
WAIVER OF NOTICE
Section 4.1 DIRECTORS. Whenever any notice is required to be given to
any director of the corporation under the provisions of the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation, or
these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors or any committee designated thereby need be specified in the waiver
of notice. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 4.2 SHAREHOLDERS. Whenever any notice is required to be given to
any shareholder of the corporation under the provisions of the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation, or
the bylaws, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE V
OFFICERS
Section 5.1 POSITIONS. The officers of the corporation shall be elected
by the board of directors and shall consist of a chairman of the board, a
president, a secretary, and such other officers and assistant officers as may be
deemed necessary by the board of directors. Any two or more offices may be held
by the same person.
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Section 5.2 ELECTION AND TERM OF OFFICE. The first officers of the
corporation shall be elected by the board of directors at the first meeting of
the board of directors. Each officer shall hold office at the pleasure of the
board of directors or until his death or he shall resign or shall have been
removed in the manner hereinafter provided.
Section 5.3 VACANCIES. A vacancy in any office may be filled by the
board of directors.
Section 5.4 REMOVAL. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.
Section 5.5 DUTIES OF OFFICERS. The officers of the corporation, if and
when elected by the board of directors of the corporation, shall have the
following duties:
(a) CHAIRMAN OF THE BOARD. The chairman of the board shall be the
chief executive officer of the corporation and shall, subject to the direction
of the board of directors, supervise and control the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the board of directors. He may sign certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other instruments on
behalf of the corporation, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. In general, he shall perform all duties incident to the office
of chairman of the board and such other duties as may be prescribed by the board
of directors.
(b) PRESIDENT. The president shall be the chief administrative
officer of the corporation and shall have general and active management of such
areas and divisions of the business of the corporation as may be designated by
the board of directors or by the chairman of the board. The president of the
corporation shall carry into effect the orders of the chairman of the board. In
the absence of the chairman of the board or in the event of his death or
inability to act, the president shall perform the duties of the chairman of the
board, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the chairman of the board. The president may sign
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts or other instruments on behalf of the corporation except where
required by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation. In general, he shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the chairman of the board or the board of directors.
(c) VICE-PRESIDENTS. In the absence of the president or in the event
of his death or inability to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order determined by the
board of directors) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
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the president. Any vice-president may sign certificates for shares of the
corporation and shall perform such other duties as from time to time may be
assigned to him by the chairman of the board, the president or the board of
directors.
(d) SECRETARY. The secretary shall keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation; see that
the seal of the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized; keep a register
of the post office address of each shareholder which shall be furnished to the
secretary by each shareholder; sign with the chairman of the board, the
president, any vice-president, or the treasurer certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the board of directors; have general charge of the stock transfer books of the
corporation; and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the chairman of the board, the president of the board of directors. If there is
no treasurer of the corporation, the secretary shall assume the authority and
duties of treasurer.
(e) TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as may be designated by the board
of directors, and in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the chairman of the board, the president or the board of directors. The
treasurer may sign certificates for shares of the corporation. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
board of directors shall determine.
(f) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretary, or if there shall be more than one, the assistant secretaries in the
order determined by the board of directors, shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of the secretary.
The assistant treasurer, or, if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. The board of directors may require any assistant
treasurer to give a bond for the faithful discharge of his duties in such sums
and with such surety or sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers shall all perform such other
duties as shall be assigned to them by the secretary and treasurer,
respectively, or by the chairman of the board, the president or the board of
directors.
Section 5.6 COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the corporation.
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
Section 6.1 The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals (other than an action by or
in the right of the corporation), by reason of the fact that he 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, partner, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
claim, action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 6.2 The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he 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, partner, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 6.3 To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2 of this Article
VI, or in defense or any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith, notwithstanding that he has not been successful on
any other claim, issue or matter in any such action, suit or proceeding.
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Section 6.4 Any indemnification under Sections 6.1 and 6.2 of this
Article VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 6.1 and 6.2 of
this Article VI. Such determination shall be made (a) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to,
or who have been wholly successful on the merits or otherwise with respect to,
such claim, action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.
Section 6.5 Expenses (including attorneys' fees) incurred in defending a
civil or criminal claim, action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such claim, action, suit or
proceeding as authorized in the manner provided in Section 6.4 of this Article
VI upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if and to the extent that it shall be
ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VI.
Section 6.6 The indemnification authorized in and provided by this
Article VI shall not be deemed exclusive of and shall be in addition to any
other right to which those indemnified may be entitled under any statute, rule
of law, provisions of articles of incorporation, bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall insure to the benefit of the heirs,
executors and administrators of such a person.
Section 6.7 The corporation may 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, partner, 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 is required or permitted to
indemnify him against such liability under the provisions of this Article VI or
any statute.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 7.1 CERTIFICATES REPRESENTING SHARES. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed by the chairman of the
board, the president, any vice-president, or the treasurer, and by the
secretary, an assistant vice-president, an assistant secretary, or an assistant
treasurer, and sealed with the corporate seal or a facsimile thereof. The
signatures of both of such officers upon
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a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar, other than the corporation itself
or one of its employees. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of its issue. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares and date of issue, shall be entered
on the stock transfer books of the corporation. All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.
Section 7.2 LEGENDS ON CERTIFICATES. Any written restriction on the
transfer of shares of the corporation must be noted conspicuously on the
certificate representing such shares. In addition, if the corporation is
authorized to issue shares of more than one class, there shall be set forth upon
the face or back of every certificate, or every certificate shall have a
statement that the corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued, and if
the corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.
Section 7.3 TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
Section 7.4 LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. The
board of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.
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ARTICLE VIII
GENERAL
Section 8.1 FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
Section 8.2 DIVIDENDS. The board of directors, from time to time, may
declare, and the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
Section 8.3 CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 8.4 CORPORATE SEAL. The board of directors shall select a
corporate seal which shall have inscribed thereon the name of the corporation,
the words "Alabama" and "Corporate Seal," and such seal may include the date of
incorporation of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 8.5 RIGHT OF CORPORATION TO ACQUIRE ITS OWN SHARES. The
corporation shall have the right to purchase, take, receive or otherwise
acquire, hold, own, pledge and transfer or otherwise dispose of its own shares.
Purchases by the corporation of its own shares, whether direct or indirect, may
be made to the extent of unreserved and unrestricted earned surplus available
therefor and, if permitted by the articles of incorporation of the corporation
(or, if not so permitted by the articles of incorporation of the corporation,
with the affirmative vote of the holders of two-thirds of all shares entitled to
vote thereon), to the extent of unreserved and unrestricted capital surplus of
the corporation available therefor.
Section 8.6 VOTING OF CORPORATION'S SECURITIES. Unless otherwise ordered
by the board of directors, the chairman of the board, the president or any
vice-president, or such other officer as may be designated by the board of
directors to act in the absence of the chairman of the board, the president or
any vice-president, shall have full power and authority on behalf of the
corporation to attend and to act and to vote, and to execute a proxy or proxies
empowering others to attend and to act and to vote, at any meetings of security
holders of any corporation in which the corporation may hold securities, and at
such meetings the chairman of the board, on such other officer of the
corporation, or such proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such securities, and which as the owner
thereof the corporation might have possessed and exercised, if present. The
secretary or any assistant secretary may affix the corporate seal to any such
proxy or proxies so executed by the chairman of the board, or such other
officer, and attest the same. The board of directors by resolution from time to
time may confer like powers upon any other person or persons.
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ARTICLE IX
AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors or by the shareholders at any regular or
special meeting thereof; provided, however, that the board of directors may not
alter, amend or repeal any bylaw establishing what constitutes a quorum at
shareholders' meetings.
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