<Page>
EXHIBIT 3.20
BY-LAWS
OF
TECHNICAL PATHOLOGY SERVICES, INC.
ARTICLE I
REGISTERED OFFICE
The registered office of the Corporation in the Commonwealth of Kentucky
shall be located in the City of Lexington. The address of the registered office
may be changed, from time to time by the Board of Directors. The corporation may
have such other offices, either within or without the Commonwealth of Kentucky,
as the business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shares holders shall be held
at such time, place and on such date as the chief executive officer may
designate within or with out the Commonwealth of Kentucky. If no designation of
place is properly made, the place of the meeting shall be at the principal
office of the Corporation. The purpose of such meeting shall be the election of
directors and the transaction of such other business as may properly come be
fore it. If the election of directors shall not be held on the day designated
for an annual meeting, or at any adjournment thereof; the Board of Directors
shall cause the election to be held at a special meeting of the shareholders to
be held as soon thereafter as may be practicable. The failure to hold an annual
meeting at the time fixed In accordance with these By-Laws shall not affect the
validity of any corporate action.
2.2 SPECIAL MEETING. Special meetings of the shareholders may be called by
the chief executive officer or the Board of Directors, or by the holders of at
least thirty- three and one-third percent (33 1/3%) (or such higher or lower
percentage as is contained in the Corporation's Articles of Incorporation) of
all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting who sign, date and deliver to the Corporation's
Secretary one (1) or more written demands for the meeting describing the purpose
or purposes for which it is to be held Unless otherwise fixed in these By-Laws,
the record date for determining shareholders entitled to demand a special meet-
<Page>
ing shall be the date the first shareholder signs the demand.
2.3 PLACE OF SPECIAL MEETING. The Board of Directors may designate any
place within or without the Commonwealth of Kentucky as the place for any
special meeting of shareholders called by the Board of Directors. A waiver of
notice signed by all shareholders may include a designation of any place, either
within or without the Commonwealth of Kentucky, as the place for the holding of
such meeting. If no designation, is properly made, or if a special meeting be
otherwise called, the place of meeting shall be at the principal office of the
Corporation.
2.4 ACTION WITHOUT MEETING.
(a) ACTION. Any action required to be taken, or which may be taken, at
a meeting of the shareholders may be taken without a meeting and without prior
notice, except as provided in this Section, if the action is taken by all the
shareholders entitled to vote oh the action, If the Corporation's Articles of
Incorporation so provide, any action except the election of directors required
or permitted to be taken at a shareholders' meeting may be taken without a
meeting and without prior notice, except as provided in this Section, if the
action is taken by shareholders entitled to vote on the action representing not
less than eighty percent (80%) (or such higher percentage as required by the
Kentucky Business Corporation Act or the Articles of Incorporation) of the votes
entitled to be cast. The action taken under this Section shall be evidenced by
one (1) or more written consents describing the action taken, signed by the
share holders taking the action, and delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. Action taken under this
Section shall be effective when consents representing the votes necessary to
take the action under this Section are delivered to the Corporation, or upon
delivery of the consents representing the necessary votes, as of a different
date if specified in the consent.
(b) NOTICE. Prompt notice of the taking of any action by shareholders
without a meeting under this Section by less than unanimous written consent
shall be given to those shareholders entitled to vote on the action who have not
consented in writing. If the Kentucky Business Corporation Act requires that
notice of proposed action be given to nonvoting shareholders and the action is
to be taken by consent of the voting shareholders under this Section, the
Corporation shall give its nonvoting shareholders and voting shareholders whose
consent is not solicited, written notice of the proposed action at least ten
(10) days before the action is taken. The notice shall contain or be accompanied
by the same material that would have been required to be sent to nonvoting
shareholders in a notice of meeting at
<Page>
which the proposed action would have been submitted to the shareholders for
action.
2.5 NOTICE OF MEETING. The Corporation shall notify Shareholders of the
date, time, and place of each annual or special shareholders' meeting no fewer
than ten (10) nor more than sixty (60)days before the meeting date. Unless the
Kentucky Business Corporation Act or the Corporation's Articles of Incorporation
require otherwise, the Corporation shall be required to give notice only to
shareholders entitled to vote at the meeting and notice of an annual meeting
shall not be required to include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting shall include a
description of the purpose or purposes for which the meeting is called.
2.6 FORM OF NOTICE. Notice under these By-Laws shall be in writing unless
oral notice is reasonable under the circumstances. Notice may be communicated in
person; by telephone, telegraph, teletype, or other form of wire or wireless
communication; or by mail or private carrier. If these forms of personal notice
are impracticable, notice may be communicated by .a newspaper of general
circulation in the area where published; or by radio, television, or other form
of public broadcast communication. Written notice by the Corporation to its
shareholder, if in a comprehensible form shall be effective when mailed, if
mailed postpaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders; Written notice to the
Corporation may be addressed to its registered agent at Its registered office or
to the Corporation or its Secretary at its principal office shown in its most
recent annual report. Except as otherwise provided in this Section, written
notice, if in a comprehensible form, shall be effective at the earliest of the
following: when received; five (5) days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;
on the date shown: on the return receipt, if sent by registered or certified
mall, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Oral notice shall be effective when communicated if communicated in a
comprehensible manner. If the Kentucky Business Corporation Act prescribes
notice requirements for particular circumstances, those requirements shall
govern.
2.7 WAIVER OF NOTICE. A shareholder may waive any notice required by the
Corporation's Articles of incorporation, these By-laws, or the Kentucky Business
Corporation Act before or after the date and time stated in the notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Corporation for inclusion in the minutes or filing with
the corporate records. A shareholder's attendance at a meeting shall waive
objection to lack of notice or defective notice of the
<Page>
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. A shareholder's
attendance at a meeting shall be deemed a waiver of any objection to the
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
2.8 RECORD DATE. The Board of Directors of the Corporation may fix a record
date of shareholders of net more than seventy (70) days before the meeting or
action requiring a determination of shareholders, in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting shall be effective
for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
one hundred twenty (120) days after, the date fixed for the original meeting. If
not otherwise fixed by the Board of Directors in accordance with these By-Laws;
the record date for determining shareholders entitled to notice of and to vote
at an annual or special shareholders' meeting shall be the day before the first
notice is delivered to shareholders, and the record date for any consent action
taken by shareholders without a meeting and evidenced by one (1) or more written
consents shall be the first date upon which a signed written consent setting
forth such action is delivered to the Corporation at its principal office shown
in its most recent annual report.
2.9 SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
meeting, the Corporation shall prepare a complete list of the names of all the
Corporation's shareholders who are entitled to notice of a Shareholders'
meeting. The list shall be arranged by voting group and show the address of and
number of shares held by each shareholder. The shareholders' list shall be
available for inspection by any shareholder beginning five (5) business days
before the meeting for which the list was prepared and continuing through the
meeting, at the Corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held. A shareholder, his
agent, or attorney shall be entitled on written demand to inspect and, subject
to the requirements of Section 9.6 (b) of these By-Laws, to copy the list,
during regular business hours and at his expense, during the period it is
available for inspection .The Corporation shall make the list of shareholders
available at the meeting and any shareholder, his agent or attorney shall be
entitled to inspect the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the shareholders' list
<Page>
shall not affect the validity of any action taken at the meeting.
2.10 PROXIES. At all meetings of shareholders, a shareholder may vote: his
shares 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 duly authorized attorney-in-fact. An appointment of a proxy shall be
effective when the appointment form is received by the Secretary of the
Corporation, or other officer or agent authorized to tabulate votes. An
appointment shall be valid for eleven (11) months unless a longer period is
expressly provided in the appointment form An appointment of proxy shall be
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an. interest. The
revolution of an appointment of proxy shall not bet effective until the
Secretary of the Corporation or such other officer or agent authorized to
tabulate votes has received written notice thereof.
2.11 QUORUM AND VOTING REQUIREMENTS. Shares entitled to vote as a voting
group may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. Unless the Corporation's Articles of
Incorporation, or the Kentucky Business Corporation Act provide otherwise, a
majority of those votes entitled to be cast on the matter by the voting group
shall constitute a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting. If a quorum exists, action on a matter (other than the election of
directors) by a voting group shall be approved if the votes cast within the
voting group favoring the action exceed the voting cast :opposing the action,
unless the Articles of Incorporation or the Kentucky Business Corporation Act
require a greater number of affirmative votes.
2.12 GREATER QUORUM OR VOTING REQUIREMENTS. An amendment to the Articles of
Incorporation that adds changes or deletes a greater quorum or voting
requirement shall meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirements then in effect.
2.13 VOTING OF SHARES. Unless the provisions of Section 2.15, or the
Corporation's Articles of Incorporation or the Kentucky Business Corporation Act
provide otherwise, each outstanding share of common stock authorized by the
Corporation's Articles of Incorporation to have Voting power shall be entitled
to one (1) vote on each matter voted on at a shareholders' meeting. The voting
rights, if any, of
<Page>
(g) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder the Corporation if acting
in good faith shall be entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder For purposes of
this Section, a telegram or cablegram appearing to have been transmitted by the
proper person, or a photographic, photostatic, or equivalent reproduction of a
writing appointing a proxy may be accepted by the Corporation if acting in good
faith, as a sufficient, signed appointment form.
(h) If the name signed on a vote consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the Corporation if acting in
good faith shall nevertheless be entitled to accept the vote, consent waiver, or
proxy appointment and give it effect as the act of the shareholder if:
(i) The shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity;
(ii) The name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and,
if the Corporation requests, evidence of fiduciary status acceptable
to the Corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;
(iii) The name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the Corporation requests,
evidence of this status acceptable to the Corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment;
(iv) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the Corporation
requests, evidence acceptable to the Corporation of the signatory's
authority to sign for the shareholder has been presented with respect
to the vote, consent, waiver, or proxy appointment; or
(v) Two (2) or more persons are the holder as co-tenants or
fiduciaries and the name signed purports to be the name of at least
one (1) of the co-owners and the person signing appears to be acting
on behalf of all the co- owners.
2.15 CUMULATIVE VOTING FOR DIRECTORS. At each election for directors each
shareholder entitled to vote at such election shall have the right to cast, in
person or by
<Page>
proxy, as many votes in the aggregate as he shall be entitled to vote under the
Corporation's Articles of Incorporation multiplied by the number of directors to
be elected at such election; and each shareholder may cast the whole number of
votes for one (1) candidate, or distribute such votes among two (2) or more
candidates. Such directors shall not be elected in any other manner.
ARTICLE III
DIRECTORS
3.1 GENERAL POWERS. All Corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation managed under the
direction of, its Board of Directors, subject to any limitation set forth in the
Corporation's Articles of Incorporation.
3.2 NUMBER, ELECTION AND TERM. The Board of Directors shall consist of one
(1) or more individuals, with the number specified in or fixed in accordance
with the Corporation's Articles of Incorporation. If the Board of Directors has
power to fix; or change the number of directors the Board may increase or
decrease by thirty percent (30%) or less the number of directors last approved
by the shareholders, but only the shareholders may increase or decrease by more
than thirty percent (30%) the number of directors last approved by the
shareholders. Directors shall be elected at the first annual shareholders'
meeting and at each annual meeting thereafter unless their terms are staggered
in the Articles of Incorporation. A decrease in the number of directors shall
not shorten an incumbent director's term. The term of a director elected to fill
a vacancy shall expire at the next shareholders meeting at which directors are
elected. Despite the expiration of a director's term, he shall continue to serve
until his successor is elected and qualifies or until there is a decrease in the
number of directors.
3.3 RESIGNATION OF DIRECTORS. A director may resign at any time by
delivering written notice to the Board of Directors, its Chairman, or the
Corporation. A resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.
3.4 REMOVAL OF DIRECTORS BY SHAREHOLDERS. A director shall be removed by
the shareholders only at a meeting called for the purpose of removing him and
the meeting notice shall state that the purpose, or one (1) of the purposes, of
the meeting is removal of the director. The shareholders may remove one (1) or
more directors with or without cause unless the Corporation's Articles of
Incorporation provide that directors may be removed only for cause.
<Page>
classes of shares other than voting common stock shall be as set forth in the
Articles of Incorporation or by appropriate legal action of the Board of
Directors. Only shares shall be entitled to vote.
2.14 VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Shares standing in the name of another corporation, domestic or
foreign may be voted by either that corporation's president or by proxy
appointed by him unless the board of directors of such other corporation
authorizes another person to vote such shares.
(b) 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.
(c) 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.
(d) Where shares are held jointly by three (3) or more fiduciaries,
the will of the majority of such fiduciaries shall control the manner of voting
or the giving of a proxy unless the instrument or order appointing the
fiduciaries otherwise directs. Where in any case, fiduciaries are equally
divided upon the manner of voting shares jointly held by them, any court of
competent jurisdiction may, upon petition filed by any of the fiduciaries or by
any beneficiary, appoint an additional person to act with the fiduciaries in
determining the manner in which the shares shall be voted upon the particular
questions as to which the fiduciaries are divided.
(e) 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.
(f) The Corporation shall be entitled to reject a vote, consent,
waiver or proxy appointment if the- Secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
<Page>
If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him. A
director may not be removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal.
3.5 VACANCY ON BOARD. Unless the Corporation's Articles of Incorporation
provide otherwise, if a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors: the shareholders
may fill the vacancy; the Board of Directors may fill the vacancy; or if the
directors remaining in office constitute fewer than a quorum of the Board they
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office. If the vacant office was held by a director elected by a
voting group of shareholders only the holders of shares of that voting group
shall be entitled to vote to fill the vacancy if it is filled by the
shareholders, A vacancy that will occur at a specific later date may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs.
3.6 COMPENSATION OF DIRECTORS. Unless the Corporation's Articles of
Incorporation provide otherwise, the Board of Directors may fix the compensation
of directors. No such compensation shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
3.7 MEETINGS. The Board of Directors may hold regular or special meetings
in or out of the Commonwealth of Kentucky. The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during this meeting.
A director participating in a meeting by this means shall be deemed to be
present in person at the meeting.
3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by; or at the request of, the Chairman of the Board of Directors or the
chief executive officer of the Corporation. All special meetings of the Board of
Directors shall be held at the principal office of the Corporation or such other
place as may be specified in the notice of the meeting.
3.9 ACTION WITHOUT MEETINGS. Any action required or permitted to be taken
at a Board of Directors' meeting may be taken without a meeting if the action is
taken by all members of the Board. The action shal1 be evidenced by one (1) or
there written consents describing the action taken signed by each director, and
included in the minutes or filed with the corporate records reflecting the
action
<Page>
taken. Action taken under this section shall be effective when the last director
signs the consent, unless the consent specifies a different effective date.
3.10 NOTICE OF MEETING. Unless the Corporation's Articles of Incorporation
provide otherwise, regular meetings of the Board of Directors may be held
without notice of the date, time, place, or purpose of the meeting. Unless the
Article's of Incorporation provide for a longer or shorter period, special
meetings of the Board of Directors shall be preceded by at least two (2) days
notice of the date, time, and place of the meeting. Unless otherwise provided by
the Articles of incorporation, the notice shall not be required to describe the
purpose of the special meeting The form of notice shall be as provided in
Section 2.6 of these By-Laws.
3.11 WAIVER OF NOTICE. A director may waive any notice required by the
Corporation's Articles of Incorporation or these Bylaws or the Kentucky Business
Corporation Act before or after the date and time stated in the notice. Except
as otherwise provided: in this Section, the waiver shall be in writing, signed
by the director -entitled to the notice, and filed with the minutes or corporate
records A director's attendance at or participation in a meeting shall waive any
required notice to him of the meeting unless the director at the beginning of
the meeting, or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
3.12 QUORUM AND VOTING. Unless the Corporation's Articles of Incorporation
require a greater or lesser number, a majority of the number, of directors fixed
by, or determined iii accordance with, the Articles of Incorporation shall
constitute a Quorum of the Board of Directors. If a quorum is present when a
vote is taken, the affirmative vote of a majority of directors present shall be
the act of the Board of Directors unless the Articles of Incorporation require
the vote of a greater number of directors, 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 shall be deemed to have assented to the action taken
unless: he objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting; his dissent or
abstention from the action taken is entered in the minutes of the meeting; or
he delivers written notice of his dissent or abstention to the presiding officer
of the meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not be
available to a director who votes in favor of the action taken.
<Page>
3.13 CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD. The Board of Directors may
appoint one of its members Chairman of the Board of Directors. The Board of
Directors may also appoint one of its members as Vice-chairman of the Board of
Directors, and such individual shall serve in the absence of the Chairman and
perform such additional duties as may be assigned to him by the Board of
Directors.
ARTICLE IV
OFFICERS
4.1 REQUIRED OFFICERS. The Corporation shall have the officers described in
these By-Laws or appointed by the Board of Directors in accordance with these
By-Laws. A duly appointed officer may appoint one (1) or more officers or
assistant officers if authorized by the Board of Directors. The same individual
may simultaneously hold more than one (1) office in the Corporation. Section 4.9
of these By- Laws delegates to the Secretary of the Corporation, if such office
be created and filled, the required responsibility of preparing minutes of the
directors ' and shareholders meetings and for authenticating records of the
Corporation. If such office shall hot be created and filled, then the Board of
Directors shall delegate to one of the officers of the Corporation such
responsibility.
4.2 DUTIES OF OFFICERS. Each officer of the Corporation shall have the
respective authority and shall perform the duties set forth in these By-Laws for
such officer's respective office or, to the extent consistent with these
By-Laws, the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers.
4.3 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be
elected by the Board of Directors at the first and thereafter at each annual
meeting of the Board of Directors. If the election of officers shall not be held
at any such meeting, such election shall be held as soon thereafter as is
practicable. Vacancies may be filled or new .offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until the
successor shall be duly elected or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
4.4 RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at any time
by delivering notice to the Corporation. A resignation shall be effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board
<Page>
of Directors may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor shall not take office until the
effective date. The Board of Directors may remove any officer at any time with
or without cause.
4.5 CONTRACT RIGHTS OF OFFICERS. Election or appointment of an officer or
agent sha11 not of itself create contract rights. An officer's removal 'shall
not affect the officer's contract rights, if any, with the Corporation. An
officer's resignation shall not affect the Corporation's contract rights if any,
with the officer.
4.6 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors, if that office be created and filled may, at the discretion of the
Board of Directors, be the chief executive officer of the Corporation and, if
such, shall, in general, supervise and control the affairs and business of the
Corporation, subject to control by the Board of Directors. The Chairman of the
Board shall preside at all meetings of the shareholders and Board of Directors.
4.7 PRESIDENT. The President, if that office be created and filled, shall
be the chief executive officer of the Corporation, unless a Chairman is
appointed and designated chief executive officer pursuant to Section 4.6. If no
Chairman has been appointed or, in the absence of the Chairman the President:
shall preside at all meetings of the shareholders and of the Board of Directors.
He may sign certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors be by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed- The President shall, in general,
perform all duties incident to the office of President arid such other duties as
may be prescribed by the Board of Directors from time to time. Unless otherwise
ordered by the Board of Directors, the president shall have full power and
authority on behalf of the Corporation to attend, act and vote in person or
proxy at any meetings of shareholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall hold and may exercise
all rights incident to the ownership of such stock which the corporation, as
owner, would have had and exercised if present. The Board of Directors may
confer like powers on any other person or persons.
4.8 TREASURER. The Treasurer, if that office be created and filled, shall
have charge and custody of and be responsible for all funds and securities of
the Corporation; receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such
<Page>
monies in the name of the Corporation in such banks, trust companies and other
depositories as shall be selected in accordance with the provisions of Section
5.5; and, in general, perform all 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. 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.
4.9 SECRETARY. The Secretary, if that office be created and filled, shall
(a) keep the minutes of the shareholders' meetings and of the Board of
Directors' meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-Laws or
as required by law; (c) be custodian of the corporate records and of the seal,
if any, of the Corporation; (d) be responsible for authenticating records of the
Corporation; (e) keep a register of the mailing address of each shareholder; (f)
sign .with the President or vice-President certificates for shares of stock of
the Corporation; (g) 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 or by the Board of Directors.
4.10 VICE-PRESIDENT. In the absence of the President, or in the event of
his inability or refusal to act, the Vice-President (or, in the event there be
more than one Vice-president, the vice-Presidents in order designated at the
time of their election, or in the absence of any designation, then in the order
of their election), if that office be created and filled, 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 the President. Any Vice-President may sign,
with the Secretary or an assistant secretary, certificates for shares of the
Corporation, and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
(a) The Assistant Treasurer, if that office be created and filled,
shall, if required by the Board of Directors, give bond for the faithful
discharge of his duty in such sum and with such surety as the Board of Directors
shall determine.
(b) The Assistant Secretary, if that office be created and filled, and
if authorized by the Board of Direc-
<Page>
tors, may sign, with the President or vice-President, certificates for shares of
the Corporation.
(c) The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such additional duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the Chairman of the Board, the
President or the Board of Directors.
4.12 COMPENSATION. The compensation of the officers of the corporation
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.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract and execute and deliver
any instruments in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances.
5.2 LOANS. No loans shall be contracted on behalf of the Corporation, and
no evidences of indebtedness Shall be issued in its name, unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
5.3 LOANS TO DIRECTORS. Except as otherwise provided in this Section the
Corporation may not lend money to or guarantee the obligation of a director of
the Corporation unless: the particular loan or guarantee is approved by a
majority of the votes represented by the outstanding voting shares of all
classes, voting as a single voting group, except the votes of shares owned by or
voted under the control of the benefited director; or the Corporation's Board of
Directors determines that the loan or guarantee benefits the Corporation and
either approves the specific loan or guarantee or a general plan authorizing
loans and guarantees. The fact that a loan or guarantee is made in violation of
this Section shall not affect the borrower's liability on the loan or the
Corporation's liability on the guarantee. This Section shall not apply to loans
and guarantees authorized by statute regulating any special class of
corporations.
5.4 CHECKS, DRAFTS, ETC. 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 sighed by such officer or officers, or agent or agents, of
<Page>
ARTICLE VII
EXECUTIVE AND OTHER COMMITTEES
7.1 EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by
the greater of a majority of all directors in office when the action, is taken,
or the number of directors required to take action under Section 3.12 of these
By-Laws, may create and appoint from among its members an Executive Committee
consisting of two (2) or more members, who serve at the pleasure of the Board of
Directors.
(a) AUTHORITY. When the Board of Directors is not in session, the
Executive Committee shall have and may exercise all of .the authority of the
Board of Directors unless otherwise specified by the resolution appointing the
Executive Committee. However, neither the Executive Committee nor any other
committee created by the Board of Directors shall have the authority to:
authorize distributions; approve or propose to shareholders action that the
Kentucky Business Corporation Act requires be approved by shareholders; fill
vacancies on the Board of Directors or on any of its committees; amend the
Corporation's Articles of Incorporation; adopt, amend or repeal By-Laws; approve
a plan of merger not requiring shareholder approval; authorize or approve
reacquisition of shares except according to a formula or method prescribed by
the Board of Directors; or authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee (or a senior executive officer of
the Corporation) to do so within limits specifically prescribed by the Board of
Directors.
(b) TENURE AND QUALIFICATIONS. Each member of the Executive Committee
shall hold office until the next regular meeting of the Board of Directors
following his designation and until his successor shall be duly designated and
qualified.
(c) MEETINGS. Sections 3.7 to 3.11 of these By-Laws, which address
meetings, action without meeting notice of meeting, and waiver of notice shall
apply to the Executive Committee and its members as well.
(d) QUORUM AND VOTING. A majority of the number of members appointed
by the Board of Directors shall constitute a quorum of the Executive Committee.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of members present shall be the act of the Executive Committee. A member who is
present at a meeting of the Executive Committee when corporate action is taken
shall be deemed to have assented to the action taken unless: he
<Page>
objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or transacting business at the meeting; his dissent or abstention
from the action taken is entered in the minutes of the meeting; or he delivers
written notice of his dissent or abstention to the presiding officer of the
meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not be
available to a director who votes in favor of the action taken.
(e) VACANCIES. Any vacancy in the Executive Committee may be filled
by a resolution adopted by the directors in accordance with Section 7.1 of these
By-Laws.
(f) RESIGNATIONS AND REMOVAL. Any member of the Executive Committee
may be removed at any time with or without cause, by resolution adopted by the
Board of Directors in accordance with Section 7.1 of these By-Laws. Any member
of the Executive Committee may resign from the Executive Committee at any time
by giving written notice to the Board of Directors, its Chairman or to the
Corporation, and resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.
7.2 OTHER COMMITTEES. The Board of Directors, by resolution adopted by the
greater of a majority of all directors in office when the action is taken, or
the number of directors required to take action under Section 3.12 of these
By-Laws, may create and appoint from among its members such other committees,
consisting of two (2) or more board members, as from time to time it may
consider necessary or appropriate to conduct the affairs of the Corporation.
Each such committee shall have such power and authority as the Board of
Directors may, from time to time, legally establish for it. The tenure and
qualifications of the members of each committee; the time, place and
organization of such committee's meetings; the notice required to call any such
meeting; the number of members of each such committee that shall constitute a
quorum; the affirmative vote of the committee members required effectively to
take action at any meeting at which a quorum is present; the action that any
such committee can take without a meeting; the method in which a vacancy among
the members of such committee can be filled and the procedures by which
resignations and removals of members of such committee shall be acted upon or
accomplished shall be fixed by the resolution adopted by the Board of Directors
relative to such matters, subject to the provisions of the Kentucky Business
Corporation Act.
<Page>
the Corporation and in such manner as shall, from time to time, be determined by
resolution of the Board of Directors.
5.5 DEPOSITS. All funds of the Corporation hot otherwise employed shall be
deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositaries as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES
AND THEIR TRANSFER
6.1 CERTIFICATE FOR SHARES. Certificates representing shares of the
Corporation shall be in such: form as may be determined by the Board of
Directors and by the laws of the Commonwealth of Kentucky. Such certificates
shall be signed by the President or a Vice -President and by the Secretary or an
Assistant Secretary, if such offices be created and filled or signed by two (2)
officers designated by the Board of Directors to sign such certificates. If a
corporate seal has been adopted, such certificates may bear such corporate seal
or its facsimile. The signature of such officers upon such certificates may be
signed manually or by facsimile. All certificates for shares shall be
consecutively numbered. The name of the person owning the shares represented
thereby, with the number of shares and date of issue, shall be entered on the
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates shall be issued until the
former certificates 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 therefore upon such terms and indemnify to the Corporation
as the Board of Directors may prescribe.
6.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or by his
legal representative who shall furnish proper evidence of authority to transfer,
or by his attorney- in- fact 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 the owner thereof for all
purposes as regards the Corporation.
<Page>
ARTICLE VIII
EMERGENCY BY-LAWS
8.1 ADOPTION OF EMERGENCY BY-LAWS. The provisions of Sect ion 8.2 shall be
operative during any emergency. An emergency shall exist for purposes of Section
8.2 if a quorum of the Corporation's Board of Directors cannot readily be
assembled because of some catastrophic event. All provisions of these By-Laws
provided in the other Articles consistent with the Emergency By-Laws shall
remain effective during the emergency. The Emergency By-Laws shall not be
effective after the emergency ends.
8.2 PROVISIONS OF EMERGENCY BY-LAWS.
(a) A meeting of the Board of Directors may be called by any officer
or director of the Corporation. Notice of the time and place of the meeting need
be given by the person calling the meeting to such of the directors as it may be
practicable to reach and may be given in any practicable manner, including by
publication or radio. Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person calling the
meeting.
(b) The director or directors in attendance at the meeting shall
constitute a quorum.
(c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency, any or all directors or officers of
employees or agents of the Corporation shall, for any reason, be rendered
incapable of discharging their duties.
(d) The Board of Directors, either before or during any such emergency
may, effective in the emergency, change the principal office or designate
several alternative principal or regional offices, or authorize the officers to
do so.
(e) All corporate action taken In good faith in accordance with these
Emergency By-Laws shall bind the Corporation and shall not be used to impose
liability on a corporate director, officer, employee or agent.
8.3 CHANGES IN EMERGENCY BY-LAWS. These Emergency By-Laws shall be
subject to repeal or change by further action of the Board of Directors or by
action of the shareholders, but no such repeal or change shall modify the
provisions of Section 8.2 with regard to action taken prior to the time of such
repeal or change.
<Page>
ARTICLE IX
MISCELLANEOUS
9.1 AMENDMENTS. The Board of Directors of the Corporation may amend or
repeal these By-Laws unless; the Articles of Incorporation or the Kentucky
Business Corporation Act reserve this power exclusively to the shareholders in
whole or in part; or the shareholders of the Corporation in amending or
repealing a particular By-Law provide expressly that the Board of Directors may
not amend or repeal that By- Law. The Corporation's shareholders may amend or
repeal these By-Laws even though these By-Laws may also be amended or repealed
by the Board of Directors.
9.2 FISCAL YEAR. The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Corporation.
9.3 DIVIDENDS. The Board of Directors may from time to time declare, and
the corporation shall pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.
9.4 SEAL. The Board of Directors may adopt A corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the word "SEAL."
9.5 WAIVER OF NOTICE. Whenever any notice is required to be given under the
provisions of these By-Laws the Articles of Incorporation or the Kentucky
Business Corporation Act, in addition to any other waiver pursuant to law, 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 equivalent to
the giving of such notice.
9.6 INSPECTION OF RECORDS BY SHAREHOLDERS.
(a) A shareholder of the Corporation shall be entitled to inspect and
copy during regular business hours at the Corporation's principal office, any of
the following records of the Corporation if the shareholder gives the
Corporation written notice of his demand at least five (5)business days before
the date on which he wishes to inspect and copy:
(i) Its Articles or restated Articles of Incorporation and all
amendments to them currently in effect;
<Page>
(ii) Its By-Laws or restated By-Laws and all amendments to them
currently in effect;
(iii) Resolutions adopted by its Board of Directors creating one
(1) or more classes or series of shares, and fixing their relative rights,
preferences and limitations, if shares issued pursuant to those resolutions
are outstanding;
(iv) The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past three (3)
years;
(v) All written communications to shareholders generally within
the past three (3) years, including the financial statements furnished for
the past three (3) years;
(vi) A list of the names and business addresses of its current
directors and officers; and
(vii) Its most recent annual report delivered to the Secretary of
State.
(b) If a shareholder of the Corporation, in good faith and for a
proper purpose, describes with reasonable particularity his purpose and the
records he desires to inspect, and if the records he requests are directly
connected to his purpose, then the shareholder shall be entitled to inspect and
copy during regular business hours at a reasonable location specified by the
Corporation any of the following records of the Corporation upon the shareholder
giving the Corporation written notice of his demand at least five (5) business
days before the date on which he wishes to inspect and copy:
(i) Excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while acting in
place of the Board of Directors on behalf of the Corporation, minutes of any
meeting of the shareholders, and records of action taken by the shareholders or
Board of Directors without a meeting, to the extent not otherwise subject to
inspection under this section;
(ii) Accounting records of the Corporation; and
(iii) The record of shareholders.
9.7 CONSTRUCTION. Unless the context specifically requires otherwise, any
reference in these By-Laws to any gender shall include all other genders; any
reference to the
<Page>
singular shall include the plural; and any reference to the plural shall include
the singular.
9.8 SEVERABILITY OF PROVISIONS. If any provision of these By-Laws or its
application to any person or circumstances is held invalid by a court of
competent jurisdiction, the invalidity does not affect other provisions or
applications of these By-Laws that can be given effect without the invalid
provision or application, and to this end the provisions of these By-Laws are
severable.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by, and in accordance with the provisions
of, the Kentucky Business Corporation Act, as the same exists or may hereafter
be amended (the "Act"), the Corporation shall Indemnify each director or officer
of the Corporation against expenses (including attorneys' fees), judgments,
takes, penalties, fines (including an excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement (collectively
"Liability"), incurred by him in connection with defending any threatened
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) to which he is, or is threatened to be made, a
party because he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, partner,
employee or agent of another domestic or foreign corporation, partnership, joint
;venture, trust or other enterprise, including service with respect to employee
benefit plans. A director or officer shall be considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on or otherwise involve services by him to the
plan or to participants in or beneficiaries of the plan. To the fullest extent
authorized or permitted by, and in accordance with the provisions of, the Act,
the Corporation shall pay or reimburse expenses (including attorneys' fees)
incurred by a director or officer who is a party to a proceeding in advance of
final disposition of such proceeding.
The indemnification against Liability and advancement of expenses provided
by, or granted pursuant to, this Article X shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement may be
entitled under any By-Law, agreement, action 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 of the Corporation, shall
continue as to a person who has ceased to be a director or