<Page>
EXHIBIT 3.38
BYLAWS
OF
AMERIPATH PAT 5.01(A) CORPORATION
A TEXAS NON-PROFIT CORPORATION
<Page>
BYLAWS
OF
AMERIPATH PAT 5.01(A) CORPORATION
A TEXAS NON-PROFIT CORPORATION
ARTICLE I
PURPOSES POWERS AND DEFINITIONS
Section 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Chapter 162 of the Texas Medical
Practice Act^ Chapter 162 Texas Occupations Code; to function as a provider
organization with the goal of providing health care services; to develop new
services and products to provide quality services to the public in a
cost-effective manner; and to transact any and all other business permitted
pursuant to the Texas Non-Profit Corporation Act.
Section 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.
Section 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member or any
non-physician whatsoever, with the authority to interfere with the independent
and professional practice of medicine by any Director of the Corporation or any
physician employee of the Corporation or to intervene in or interfere with the
private doctor-patient relationship established between any patient and any
Director of the Corporation or any physician employee of the Corporation. All
such physicians shall remain at all times free to exercise their independent
clinical judgments on behalf of their patients, subject only to oversight by and
the authority of physician supervisors.
Section 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:
Section 1.4-1 ARTICLES OR INCORPORATION. The terms "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the ____ day of July, 2001,
and any amendments thereto.
Section 1.4-2 BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.
Section 1.4-3 BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.
Section 1.4-4 CORPORATION. The term "Corporation" shall mean AmeriPath
PAT 5-01(A) Corporation, a Texas non-profit corporation.
<Page>
Section 1.4-5 MEMBER. The term "Member" shall mean AmeriPath, Inc. or
other members of the Corporation described in Section 3.1.
Section 1.4-6 STATE. The term "State" shall mean the state of Texas
unless otherwise specifically indicated.
Section 1.4-7 SUPPLIER. The term "Supplier" shall mean (a) a physician
retained to provide medical services to or on behalf of the Corporation, or (b)
any other person providing or anticipated to provide services or supplies to or
on behalf of the Corporation in excess of $10,000 during a twelve-month period.
Section 1.4-8 TSBME. The term "TSBME" shall mean the Texas State Board
of Medical Examiners.
Section 1.4-9 TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.
ARTICLE II
OFFICES
Section 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. Thu
Corporation may also have offices at such other places both within and without
the State as the Board may from time to time determine or the business of the
Corporation may require.
Section 2.2 REGISTERED AGENT. The Corporation, shall have and continuously
maintain in the State a registered office and a registered agent whose office is
identical with such registered office, The registered office may be, but need
not be, identical with the principal business office of the Corporation in the
State, and the name of the registered agent and/or the address of the registered
office may be changed from time to time by the Board.
ARTICLE III
MEMBERS
Section 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other persons and entities that
meet such standards as the initial Member shall establish. Such Member shall
exercise such rights and perform such duties as may be provided by law, the
Corporation's Articles of Incorporation, or these Bylaws.
Section 3.2 ANNUAL MEETING. The annual meeting of the Members shall be held
at the principal business office of the Corporation or at such other place
within or without the State as may be designated by the caller of the meeting
for approval of Director nominees and the transaction of
<Page>
such other business as may properly come before the meeting. The annual meeting
shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.
Section 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Members may be called by the
Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.
Section 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United Stales mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.
Section 3.5 ACTIONS RESERVED TO THE MEMBER. The Members shall exercise sole
authority in the removal of Directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Sections 5.2 and 5.3. The
following matters shall require the approval of the Members of the Corporation
following consultation with the Board:
(a) The annual operating and capital budgets of the Corporation;
(b) Deviations in excess of $5,000 from annual operating or capital
budgets;
(c) The sale, lease, mortgage, or other transfer or encumbrance of the
real property of the Corporation;
(d) The sale, lease, mortgage, or other transfer or encumbrance of the
personal property of the Corporation in excess of $5,000;
(e) The merger, acquisition, consolidation, liquidation, or dissolution of
the Corporation;
(f) The borrowing or lending or money or the creation of indebtedness
through the guaranty of another's debt or similar action;
(g) The working, giving, or seeking of grants;
<Page>
(h) Thee settlement of claims or litigation;
(i) Contracts or agreements in which the Corporation is at financial risk,
including but not limited to employment contracts, management
agreements and managed care contracts, including fee-far-service,
discounted fee-for-service, risk pool, capitated and other "at risk"
service agreements;
(j) Compensation and benefits for any physician employed or retained by
the Corporation;
(k) Subsequent to the organizing and incorporating physicians' selection
of the initial Board, the appointment or election of Directors in
accordance with Section 4.5; and
(l) The altering, amending, or repeal of the Articles of Incorporation, or
of these Bylaws in accordance with Section 7.1.
Section 3.6 ACTION BY MEMBERS. Any action which may be required by law, the
Articles of Incorporation, or these Bylaws to he taken by the Members shall be
evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.
Section 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members, If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.
Section 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.
Section 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.
Section 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of Directors by giving one candidate as many votes AS shall equal the
member of such. Directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.
<Page>
Section 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Members.
Section 3.12 MEETINGS BY TELEPHONE. The Members may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.
Section 3.13 NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.
ARTICLE IV
DIRECTORS
Section 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.
Section 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):
Section 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.
Section 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board of its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.
Section 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.
Section 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.
Section 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of
<Page>
medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.
Section 4.3-2 REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules, Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.
Section 4.3-3 FINANCIAL RELATIONSHIPS. Any Director or nominee who has
a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.
Section 4.4 NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.
Section 4.5 ELECTION OF DIRECTORS. The initial Directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, fill successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on-the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, AS necessary, to fill the vacant positions; and (e) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.
Section 4.6 TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until their successors are
elected and qualified, Thereafter, Directors shall be elected at the annual
<Page>
meeting of the Directors as provided in Section 4.5 of these Bylaws. Except in
cases involving the death, resignation, or removal of a Director, successive
Directors shall hold office until their successors are elected and qualified.
Section 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:
(a) BY THE MEMBER The Member may remove a Director with or without cause.
(b) BY THE CORPORATION.
(i) Any Director may be removed without cause by a majority vote of
the Board of Directors, not including the Director sought to be
removed, provided that such removal is approved by the Member.
(ii) Any Director who ceases to meet the qualifications of this
Article may be removed by the Board of Directors effective as
of the date such qualifications cease to be met, and such
removal shall not requite the approval of the Member.
Section 4.8 VACANCIES. Any vacancies among the Directors shall he filled in
the manner specified in Section 4.5. A Director elected to fill a vacancy shall
serve for the unexpired term of such Director's predecessor in office.
Section 4.9 MEETINGS.
Section 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall he determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business lo be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.
Section 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time, and place of the meeting. The purpose of the meeting need not be
specified in the notice.
Section 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director
<Page>
at any meeting shall constitute a waiver of notice of such meeting, except when
a Director states, at the 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. Except as otherwise provided by applicable law
or by these Bylaws, neither the business to be transacted at nor the purpose of
any regular meeting or special meeting of the Board need be specified in the
waiver of notice of such meeting.
Section 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the Directors present in person shall constitute a quorum for the transaction of
business, and unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
Of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.
Section 4.12 PROXIES. Voting by proxies shall be prohibited.
Section 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.
Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.
Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall consist of a majority of Directors. Any non-Director who is a committee
member shall have the same responsibility with respect to the committee as shall
a Director who is a committee member.
<Page>
Section 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
he taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.
Section 4.15 RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president, A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.
Section 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.
Section 4.17 CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service On the Board, Serve on the Board of Directors, be an officer,
or serve hi any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.
ARTICLE V
OFFICERS
Section 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.
Section 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.
Section 5.3 REMOVAL. Any officer or agent may he removed by the Member with
or without cause, 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 any contract rights.
Section 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.
<Page>
Section 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.
Section 5.5-1 PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from tune to time, report to the Member and to the Board on all matters
within, the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.
Section 5.5-2 VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed BY the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. AS between the Corporation and third panics, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.
Section, 5.5-3 SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board d and keep such minutes, as well
as the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.
Section 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or
<Page>
whenever requested, a statement of the financial condition of the Corporation.
The treasurer shall also perform all duties and exorcise all powers incident to
the office of the treasurer and such other duties and powers as the Board and/or
Member AS applicable, or the president from time to time may assign or confer.
Section 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.
Section 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Nonprofit Corporation Act as it may be
amended from time to lime and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them
as Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected' by such amendment.
Section 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.
Section 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor does not
take office until the effective date.
<Page>
ARTICLE VI
MISCELLANEOUS
Section 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, or employee or employees of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined 10 specific Instances; and, unless so authorized by the Board or by
these Bylaws, no officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement, or to pledge its credit
or to render it liable pecuniary for any purpose or any amount.
Section 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.
Section 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies, or other depositories as the President may from time to time
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.
Section 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vole, and to giant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.
Section 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.
Section 6.6 FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.
Section 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its Directors, officers or employees, or to any other corporation, film,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.
<Page>
Section 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the Corporation, or any other organization which is
associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral or delegation in its sole discretion.
Section 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.
Section 6.9-1 TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted FOR such purposes, if:
(a) The fact of such relationship or interest is disclosed or known
to the Board or the committee that 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 Director(s) or officer(s); or
(b) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board or a
committee thereof.
Section 6.9-2 QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.
ARTICLE VII
AMENDMENTS
Section 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.
Adopted as of the _____ day of July, 2001.