<Page>
EXHIBIT 3.44
AMENDED AND RESTATED
BY-LAWS
OF
AMERIPATH PHILADELPHIA, INC.
(a New Jersey Corporation)
ARTICLE I
SHAREHOLDERS
1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares shall
set forth thereon the statements prescribed by Section 14A:7-1 1, and, where
applicable, by Sections 14A:5-21 and 14A;12-5, of the New Jersey Business
Corporation Act and by any other applicable provision of law and shall be signed
by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and may be counter-signed by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be scaled
with the corporate seal or a facsimile thereof. Any or all other signatures upon
a certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of its issue.
A card which is punched, magnetically coded, or otherwise treated so as to
facilitate machine or automatic processing, may be used as a share certificate
if it otherwise complies with the provisions of Section 14A:7-11 of the New
Jersey Business Corporation Act.
The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. Unless otherwise provided in its certificate
pf incorporation, the corporation may, but shall not be obliged to, issue
fractions of a share and certificates therefor. By action of the Board, the
corporation may, in lieu of issuing fractional shares, pay cash equal to the
value of such fractional share or issue scrip in registered or bearer form which
shall entitle the holder to receiver certificate for a full share upon the
surrender of such scrip aggregating a full share. A certificate for a fractional
share shall entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any distribution of assets of the corporation in
the event of liquidation, but scrip shall not entitle the holder to exercise
such voting rights, receive dividends or participate in any such distribution of
assets unless such scrip shall go provide. All scrip shall be issued subject to
the condition that it shall become void if not exchanged for certificates
representing full shares before a specified date.
<Page>
3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the corporation shall
be made only on the share record of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endowed and the payment of all taxes due
thereon, if any.
4. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for determining the shareholders with regard
to any corporate action or event and, in particular, for determining this
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof; to give a written consent to any action without a
meeting; or to receive payment of any dividend or allotment of any right. Any
such record date shall in no case be more than sixty days prior to the
shareholders, meeting or other corporate action or event to which it relates Any
such record date for a shareholders meeting shall not be less than ten days
before the date of the meeting. Any such record date to determine shareholders
entitled to give a written consent shall not be more than sixty days before the
date fixed for tabulation of the consents or, if no date has been fixed for
tabulation, more than sixty days before the last day on which consents received
may be counted. If no such record date is fixed, the record date for a
shareholder's meeting shall be the close of business on the day next preceding
the day on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; and the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the resolution of the Board of Directors relating thereto is
adopted. When a determination of shareholders of record for a shareholders'
meeting has been made AS provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date under this section for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding share of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the New Jersey Business Corporation Act confers such rights notwithstanding
that the Certificate of incorporation may provide for more than one class or
series of shares, one or more of which are limited or denied such rights
thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall he held on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. If, for any reason, the
directors shall fail to fix the time for an annual meeting, such meeting shall
be held at noon on the first Tuesday in April. A special meeting shall be held
on the date fixed by the directors.
2
<Page>
- PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of New Jersey, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of. New
Jersey.
- CALL. Annual meetings may be called by the directors or by the President
or by any officer instructed by the directors to call the meeting/Special
meetings maybe called in like manner.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice, of
every meeting shall be given, stating the time, place, and purpose or purposes
of the meeting. If any action is proposed to be taken which would, if taken,
entitle shareholders to dissent and to receive payment for their, shares, the
notice shall include a statement of that purpose and to that effect. The notice
of every meeting shall be given, personally or by mail, and, except as otherwise
provided by the New Jersey Business Corporation Act, not less than ten days not
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have beep waived before or after the taking of
any action, to each shareholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in a post office or official depository under the,
exclusive care and custody of the United States post office department. When a
meeting is adjourned to another time or place, it shall not be necessary to give
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting. However, if after the adjournment the
directors fix a new record dale for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder on the new record date.
Notice of a meeting need not be given to any shareholder who submits a signed
waiver of notice before: or alter the meeting. The attendance of a shareholder
at a meeting without protesting prior to the conclusion of the meeting the lack
of notice of such meeting shall constitute a waiver of notice by him.
- VOTING LIST. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make and certify a complete list of
the shareholders entitled to vote at the shareholders' meeting or any
adjournment thereof. Any such list may consist of cards arranged alphabetically
or any equipment which permits the visual display of the information required by
the provisions of Section 14A:5-8 of the New Jersey Business Corporation Act.
Such list shall be arranged alphabetically within each class, series if any, or
group of shareholders maintained by the corporation for convenience of
reference, with the address of, and the number of shares held by, each
shareholder, be produced (or available by means of a visual display) at the time
and place of the meeting; be subject to the inspection of any shareholder for
reasonable periods during the meeting; and be prima facie evidence as to who are
the shareholders entitled to examine such list or to vote at such meeting.
CONDUCT OF MEETING. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority, and if present and
acting the Chairman of the Board, if any, the Vice-chairman of the Board, if
any, President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the
3
<Page>
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.
PROXY REPRESENTATION. Every shareholder may authorize another person or
persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of or the lapse of the
prescribed period of time before any meeting, voting or participating at a
meeting, or expressing consent without a meeting, in accordance with the
provisions of Section 14A:5-19 of the New Jersey Corporation Act.
INSPECTORS - APPOINTMENT. The directors, in advance of any meeting, or of
the tabulation of written consents of shareholders without a meeting may, but
need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make a written report
thereof. If an inspector or inspectors to act at any meeting of shareholder are
not so appointed by the directors or shall fail to qualify, if appointed, the
person presiding at the shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, make such appointment. In case any
person appointed as inspector fails to appear or act, the vacancy may be filled
by appointment made by the directors in advance of the meeting or at the meeting
by the person presiding at the meeting. Each inspector appointed, if any before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. No person shall be elected a director in
an election for which he has served as an inspector. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum the validity
and effect of proxies, and shall receive votes or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate all votes of consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholder. If
there are three or more inspectors, the act of a majority shall govern. On
request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge,
question, or matter determined by them. Any report made by them shall be prima
facie evidence of the facts therein stated, and such report shall be filed with
the minutes of the meeting.
- QUORUM. Except for meetings ordered by the Superior Court to be called
and held pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business
Corporation Act, the holders of the shares entitled to cast at least a majority
of the votes at a meeting shall constitute a quorum at the meeting of
shareholders for the transaction of business.
The shareholders present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Less than a quorum may adjourn.
- VOTING. Each share shall entitle the holder thereof to one vote period.
In the election of directors, a plurality of the vote cast shall elect, and no
election need be by ballot unless a shareholder demands the same before the
voting begins. Any other action shall be authorized by a majority of the votes
cast except where the New Jersey Business Corporation Act prescribes a different
proportion of votes.
4
<Page>
7. SHAREHOLDER ACTION WITHOUT MEETINGS. Subject to any limitations
prescribed by the provisions of Sections 14A: 5-6 and 14A:.5-7 of the New Jersey
Business Corporation Act and upon compliance with said provisions, any action
required or permitted to be taken at a meeting of shareholders by the provisions
of said Act of by the Certificate of Incorporation or these By-Laws may be taken
without a meeting if all of the shareholders entitled to vote thereon consent
thereto in writing and (except for the annual election of directors) may also be
taken without a meeting, without prior notice, and without a vote, by less than
all of the shareholders who would have been entitle to cast the minimum number
of votes which would be necessary to authorize any such action at a meeting at
which all shareholders entitled to vote thereon were present and voting.
Whenever any action is taken pursuant to the foregoing provisions, the written
consents of the shareholders consenting thereto or the written report of
inspectors appointed to tabulate such consents shall be filed with the minutes
of proceedings of shareholders.
ARTICLE II
GOVERNING BOARD
1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and affairs of the
corporation shall be managed and conducted by or under the direction of a
governing board, which is herein referred to as the "Board of Directors" or
"directors" notwithstanding that the members thereof may otherwise bear the
titles of trustees, managers, or governors or any other designated title, and
notwithstanding that only one director legally constitutes the Board. The word
"director" or "directors" likewise herein refers to a member or to members of
the governing board notwithstanding the designation of a different official
title or titles. The use of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if there were no vacancies.
The Board of Directors, by the affirmative vote of a majority of directors in
office and irrespective of any personal interest of any of them shall have
authority to establish reasonable compensation of directors for services to the
corporation as directors, officers, or otherwise.
2. QUALIFICATIONS AND NUMBER. Each director shall be at least eighteen
years of age. A director need not be a the shareholder, a citizen of the United
States, or a resident of the State of New Jersey. The number of directors of the
corporation shall be not less than one nor more than_______. The first Board and
subsequent Boards, shall consist of two directors until changed as hereinafter
provided. The directors shall have power from time to time, in the interim
between annual and special-meetings of the shareholders, to increase or decrease
their number within the minimum and maximum number hereinbefore prescribed.
3. ELECTION AND TERM. The first Board of Directors shall hold office until
the first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies, and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors, newly
created directorships and any existing vacancies in the Board of Directors,
including vacancies resulting from the removal of directors
5
<Page>
for cause or without cause, may be filled by the affirmative vote of the
remaining directors, although less than a quorum exists or by the sole remaining
director. A director may resign by written notice to the corporation. The
resignation shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of resignation. When
one or more directors shall resign from the Board of Directors effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective.
4. REMOVAL OF DIRECTORS. One or more or all the director of the corporation
may be removed for cause or without cause by the shareholders. The Board of
Directors shall have the power to remove directors for cause and to suspend
directors pending a final determination that cause exists for removal.
5. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the State
of New Jersey as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, of the President, or of a majority of the
directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the business to be
transacted at, or the purpose of the meeting. Any requirement of furnishing a
notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior to the
conclusion of the meeting the lack of notice to him. Notice of an adjourned
meeting need not be given if the time and place are fixed at the meeting
adjourning, and if the period of adjournment does not exceed tea days in any one
adjournment.
- QUORUM AND ACTION. Each director shall have one vote at meetings of the
Board of Directors. The participation of directors with a majority of the votes
of the entire Board shall constitute a quorum for the transaction of business.
Any action approved by a majority of the votes of directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors unless
the New Jersey Business Corporation Act requires a greater proportion. Where
Appropriate communication facilities are reasonably available any or all
directors shall have the right to participate in all or any part of a meeting of
the Board of Directors or a committee of the Board of Directors by means of
conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.
6
<Page>
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present, shall preside at all meetings. Otherwise, the President, if present, or
any other director chosen by the Board, shall preside.
6. COMMITTEES. The Board of Directors, by resolution, adopted by a majority
of the entire Board of Directors, may appoint from among its members one or more
directors to constitute an Executive Committee and one or more other committees,
each of which, to the extent provided in the resolution appointing it, shall
have and may exercise all of the authority of the Board of Directors with the
exception of any authority the delegation of which is prohibited by Section
14A:6-9 of the New Jersey Business Corporation Act. Actions taken at a meeting
of any such committee shall be reported to the Board of Directors at its next
meeting following such committee meeting; except that, when the meeting of the
Board is held within two days after the committee meeting, such report shall, if
not made at the first meeting, be made to the Board at its second meeting
following such committee meeting. Each director of a committee shall have one
vote at meetings of that committee. The participation of directors with the
majority of the votes of a committee shall constitute a quorum of that committee
for the transaction of business. Any action approved by a majority of the votes
of directors of a committee present at a meeting of that committee at which a
quorum is present shall be the act of the committee unless me New Jersey
Business Corporation Act requires a greater proportion.
7. WRITTEN CONSENT. Any action required or permitted to be taken pursuant
to authorization voted at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if, prior or subsequent to the action,
all members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing and such written consents are filed with the minutes
of the proceedings of the Board of Directors or committee. Such consent shall
have the same effect as a. unanimous vote of the Board of Directors or committee
for all purposes and may be stated as such many certificate or other document
filed with the Secretary of State of the State of New Jersey.
ARTICLE III
OFFICERS
The directors shall elect a President, a Secretary, and a Treasurer, and
may elect a Chairman of the Board, a Vice-Chairman of the Board, one or more
Vice-Presidents Assistant Vice-Presidents, Assistant Secretaries, and Assistant
Treasurers, and such other officers and agents as they shall determine. The
President may but need not be a director. Any two or more offices may be held by
the same person but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law to be
executed, acknowledged, or verified by two or more officers.
Unless otherwise provided in the resolution of election, each officer shall
hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor baa been elected and
qualified.
Officers shall have the powers and dudes defined in the resolutions
appointing them.
7
<Page>
The Board of Directors may remove any officer for cause or without cause.
An officer may resign by written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at such subsequent
time as shall be specified in the notice of resignation.
ARTICLE IV
REGISTERED OFFICE BOOKS AND RECORDS
The address of the initial registered office of the Corporation in the
State of New Jersey, and the name of the initial registered agent at said
address, are set forth in the original Certificate of Incorporation of the
corporation.
The corporation shall keep books and records of account and minutes of the
proceedings of its shareholders, Board of Directors, and the Executive Committee
and other committee or committees, if any. Such books, records and; minutes may
be kept within or outside the State of New Jersey, The corporation shall keep at
its principal office, or at the office of its transfer agent, its registered
office, a record or records containing the names and addresses of all
shareholders, the number, class, and: series of shares held by each and the
dates when they respectively became the owners of record thereof Any of the
foregoing books, minutes, or records may be in written form or in any other form
capable of being converted into readable form within a reasonable time.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
On and after the dale upon which the first Board of Directors shall have
adopted the initial corporate By-Laws, which shall be deemed to have been
adopted by the shareholders for the purposes of the New Jersey Business
Corporation Act, the power to make, alter, and repeal the By-Laws of the
corporation may be exercised by the directors or the shareholders; provided,
that any By-Laws made by the Board of directors may be altered or repealed, and
new By-Laws made, by the shareholders.
8