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EXHIBIT 3.16
BY-LAWS
OF
AMERIPATH FLORIDA, INC.
ARTICLE I.
OFFICES
Section 1. REGISTERED OFFICE. The initial registered office of D & P
PATHOLOGY, INC., a Florida corporation (the "Corporation"), shall be located at
1201 Hays Street, Tallahassee, Florida 32301, c/o Corporation Service Company.
Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETINGS. All annual meetings of the shareholders of the
corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of
February of each calendar year at 10:00 a.m., Eastern time, or on such other
date or at such other time as may be fixed, from time to time, by the Board of
Directors, and (ii) at such place, within or without the State of Florida, as
may be designated by or on behalf of the Board of Directors and stated in the
notice of meeting or in a duly executed waiver of notice thereof.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors, the President or the holders of not less than
25% of the Corporation's stock entitled to vote on any issue proposed to be
considered at such meeting. Special meetings of shareholders may be held at such
time and date, and at such place, within or without the State of Florida, as
shall be designated by the Board of Directors and set forth in the notice of
meeting required pursuant to Section 3 of this Article.
Section 3. NOTICE. A written notice of each meeting of shareholders shall
be given to each shareholder entitled to vote at the meeting at the address as
it appears on the stock transfer records of the Corporation, not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting. The notice so given shall state the date, time and place of the meeting
and, in the case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called.
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Section 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting
before or after the date and time specified in the written notice of meeting.
Any such waiver of notice must be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Corporation for inclusion in the
appropriate corporate records. Neither the business to be transacted at, nor the
purpose of, any shareholders' meeting need be specified in any written waiver of
notice. Attendance of a person at a shareholders' meeting shall constitute a
waiver of notice of such meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.
Sections 5. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at a shareholders meeting, to demand a special
meeting, to act by written consent or to take any other action, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be pot more than seventy
(70) days nor, in the case of a shareholders' meeting, less than ten (10) days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a shareholders' meeting, then
the record date for such shall be the close of business on the day before the
first notice is delivered to shareholders.
Section 6. QUORUM. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders. If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. Once a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.
Section 7. VOTING. If a quorum is present, action on a matter, other than
the election of directors, shall be approved if the votes cast by the
shareholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by Florida
law or by the articles of incorporation. Directors shall be elected in
accordance with Article III, Section 3, of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided under the articles of incorporation or
under Florida law.
Section 8. PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary of other officer or agent
authorized to tabulate votes.
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Section 9. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any shareholder' meeting may be taken without a
meeting, without prior notice and without a vote if the action is taken by the
holders of outstanding stock entitled to vote thereon having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. In order to
be effective, the action must be evidenced by one or more written consents
describing the action to be taken, dated and signed by approving shareholders
having the requisite number of votes entitled to vote thereon, and delivered to
the Secretary or other officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the Corporation are recorded Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, which notice shall comply with the provisions of
the Florida Business Corporation Act.
ARTICLE III.
DIRECTORS
Section 1. POWERS. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors, Directors must be natural
persons who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.
Section 2. COMPENSATION. Unless specifically authorized by a resolution of
the Board of Directors, the directors shall serve in such capacity without
compensation. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors. No such payments shall preclude any
director from serving in any other capacity and receiving compensation therefor.
Section 3. NUMBER, ELECTION & TERM. The number of directors of the
Corporation shall be fixed from time to time, within any limits set forth in the
Articles of Incorporation, by resolution of the Board of Directors. Any decrease
in the number of directors shall not shorten the term of an incumbent director.
Directors shall be elected annually, at the annual meeting of shareholders of
the Corporation, by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.
Section 4. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number 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, or by the shareholders at an
annual or special meeting called for that purpose.
Section 5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause. A director may be removed by the shareholders
at a
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meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.
Section 6. QUORUM AND VOTING. A majority of the number of directors fixed
by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.
Section 7. DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.
Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which must have at
least two members and, to the extent provided in the designating resolution,
shall have and may exercise all the authority of the Board of Directors, except
such authority as may be reserved to the Board of Directors under Florida law.
Section 9. MEETINGS. Regular and special meetings of the Board of Directors
shall be held at the principal place of business of the Corporation or at any
other place, within or without the State of Florida, designated by the person or
persons entitled to give notice of or otherwise call the meeting. Meetings of
the Board of Directors may be called by the President or by any two directors.
Members of the Board of Directors (and any committee of the Board) may
participate in a meeting of the Board (or any committee of the Board) by means
of a conference telephone or similar communications equipment through which all
persons participating may simultaneously hear each other during the meeting;
participation by these means constitutes presence in person at the meeting.
Section 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice of the date, tune, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the Board of Directors must be preceded
by at least two (2) days written notice of the date, time and place of the
meeting. The notice need not describe either the business to be transacted at or
the purpose of the special meeting.
Section 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
need not be given to a director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director states, at the
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beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened. The waiver of notice need not describe either the business to be
transacted at or the purpose of the special meeting.
Section 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board) may be taken without a meeting if the action is taken by the written
consent of all members of the Board of Directors (or of the committee of the
Board). The action must be evidenced by one or more written consents describing
the action to be taken and signed by each director (or committee member), which
consent(s) shall be filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.
ARTICLE IV.
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary and a Treasurer, and if elected by the Board of Directors
by resolution, a Chairman and one or more Vice Presidents. Such other officers
and assistant officers and agents as may be deemed necessary or desirable may be
appointed by the Board of Directors. Any two or more offices may be held by the
same person.
Section 2. ELECTION AND TERM OF OFFICE. As far as practicable the officers
of the Corporation shall be elected at the annual meeting of the Board of
Directors in February of each year. If the election of officers is not held at
such meeting, the election shall be held as soon thereafter as practicable. Each
officer shall hold office until the regular meeting of the Board of Directors
following the annual election of directors in the next subsequent year and until
his successor shall have been duly elected and shall have qualified, or until
his earlier resignation, removal from office or death.
Section 3. DUTIES. The officers of the Corporation shall have the following
duties:
The PRESIDENT shall be the chief executive officer of the Corporation and
shall have general and active management of the business and affairs of the
Corporation subject to the direction of the Board of Directors. The President
shall see to it that all orders and resolutions of the Board are carried into
effect. In the absence of the Chairman of the Board or in the event the Board of
Directors shall not have designated a Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and shareholders.
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Each VICE PRESIDENT, if any, shall have such powers and perform such duties
as the Board of Directors shall from time to time designate. In the absence or
disability of the President, a Vice President specifically designated by the
vote of the Board of Directors shall have the powers and shall exercise the
duties of the President.
The SECRETARY shall have custody of and shall maintain all of the corporate
records (except the financial records), shall record the minutes of all meetings
of the shareholders and the Board of Directors, shall authenticate records of
the Corporation, shall send all notices of meetings and shall perform such other
duties as are prescribed by the Board of Directors or the President, under whose
supervision he shall be.
The TREASURER shall have custody of all corporate funds, securities and
financial records shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render an
account of all his transactions as treasurer and of the financial condition of
the Corporation at regular meetings of the Board or when the Board of Directors
so requests. The Treasurer shall also perform such other duties as are
prescribed by the Board of Directors.
Each ASSISTANT SECRETARY and ASSISTANT TREASURER, if any, shall be
appointed by the Board of Directors and shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.
Section 4. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date. If the resignation
is effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does
not take office until the future effective date.
Section 5. REMOVAL OF OFFICER. The Board of Directors may remove any
officer at any time with or without cause.
Section 6. COMPENSATION. The compensation of officers shall be fixed from
time to time at the discretion of the Board of Directors. The Board of Directors
may enter into employment agreements with any officer of the Corporation.
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ARTICLE V.
STOCK CERTIFICATES
Section 1. ISSUANCE. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until the consideration therefor
has been fully paid.
Section 2. FORM. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary of the Corporation, or any
other officer so designated by the Board of Directors.
Sections. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Florida, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
Section 4. TRANSFER OF SHARES. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder of record
or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.
Section 5. LOST STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall be issued upon delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.
ARTICLE VI.
DISTRIBUTIONS
The Board of Directors may from time to time authorize and declare,
and the Corporation may pay, distributions on its outstanding shares in cash,
property or its own shares, unless the distribution, after giving it effect,
would result in (i) the Corporation being unable to pay its debts as they become
due in the usual course of business, or (ii) a violation of applicable law.
ARTICLE VII.
CORPORATE RECORDS
The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or
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Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf
of the Corporation. The Corporation shall also maintain accurate accounting
records and a record of its shareholders in a form that permits preparation of a
list of the names and addresses of all shareholders in alphabetical order by
class of shares showing the number and series of shares held by each.
ARTICLE VIII.
INDEMNIFICATION OF OFFICERS.
DIRECTORS, EMPLOYEES AND AGENTS
Section 1. INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify and hold harmless to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to such legislation or decisions), each person
(including here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership joint venture,
trust or other enterprise, in each case, as to whom the Corporation has agreed
in writing to grant such indemnity. Each director, officer, employee or agent of
the Corporation as to whom indemnification rights have been granted under this
Section 1 of this Article shall be referred to as an "Indemnified Person".
Notwithstanding the foregoing, except as specified in Section 3 of
this Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.
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Section 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an officer or
director who is an Indemnified Person in defending a Proceeding shall be paid by
the Corporation, to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation as authorized in this
Article. The Corporation may, upon approval of the Indemnified Person, authorize
the Corporation's counsel to represent such person in any Proceeding, whether or
not the Corporation is a part to such Proceeding. Such authorization may be made
by the Chairman of the Board, unless he is a party to such Proceeding, or by the
Board of Directors by majority vote, including directors who are parties to such
Proceeding.
Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance
under this Article shall be made promptly and in any event within forty-five
(45) days upon the written request of the Indemnified Person. The right to
indemnification or advances as granted by this Article shall be enforceable by
the Indemnified Person in any court of competent jurisdiction, if the
Corporation denies such request under this Article, in whole or in part, or if
no disposition thereof is made within forty-five (45) days. Such Indemnified
Person's costs and expenses incurred in connection with successfully
establishing his right to indemnification or advances, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct, if any, required by current or future legislation or by current or
future judicial or administrative decisions for indemnification (but, in the
case of any such future legislation or decisions, only to the extent that it
does not impose a more stringent standard of conduct than permitted prior to
such legislation or decision), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, and its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Section 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those
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indemnified may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding such
office, and shall continue as to an Indemnified Person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, administrators, personal representatives and estate of such
person. All rights to indemnification and advances under this Article shall be
deemed to be a contract between the Corporation and each Indemnified Person who
serves or served in such capacity at any time while this Article is in effect
and, as such, are enforceable against the Corporation. Any repeal or
modification of this Article or any repeal or modification of relevant
provisions of Florida's corporation law or any other applicable laws shall not
in any way diminish these rights to indemnification of or advances to such
Indemnified Person, or the obligations of the Corporation arising hereunder, for
claims relating to matters occurring prior to such repeals or modification.
Section 5. INSURANCE. 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, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to 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 the provisions of this Article or the
applicable provisions of Florida law.
Section 6. SAVINGS CLAUSE. If this Article or any portion hereof shall be
validated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated and as otherwise permitted by
applicable law.
ARTICLE IX.
MISCELLANEOUS
Section 1. CORPORATE SEAL. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.
Section 3. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed
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by the President, the Treasurer or such other officer(s) or agent(s) of the
Corporation as shall be determined from time to time by resolution of the Board
of Directors.
ARTICLE X.
AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by the Board of Directors or by the shareholders.
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