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EXHIBIT 3.77
BY LAWS
OF
DERMATOPATHOLOGY SERVICES, P.C.
INCORPORATED UNDER THE LAWS OF
THE STATE OF ALABAMA
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BYLAWS
ARTICLE ONE
OFFICES
1.01. The registered office of the Corporation is located at 1647
Panorama Lane, Birmingham, Alabama 35216.
OTHER OFFICES
1.02. The Corporation may also have offices at such other places,
within or without the State of Alabama, where the Corporation is qualified to do
business, as the Board of Directors may from time to time designate or as the
business of the Corporation may require.
ARTICLE TWO
SHAREHOLDERS
Closing Transfer Books
2.01. For the purpose of taking a record of the shareholders entitled
to notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors may provide that the
share transfer books shall be closed for a stated period but not to exceed fifty
(50) days, in which case written or printed notice
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thereof shall be mailed at least ten (10) days before the closing thereof to
each shareholder of record at the address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.
Date For Record of Shareholders
2.02. In lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any such record of
shareholders. Such date may not be earlier than the date on which it is fixed
and in any case may not be more than fifty (50) days and, for a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
Date of Notice or Resolution for Determination of Shareholders
2.03. If the share transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.
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Proxies and Voting Trusts
2.05. No shareholder may enter into a proxy, voting trust agreement, or
any other type of agreement vesting another person with the authority to
exercise the voting power of any of his stock in the Corporation.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
Place of Meetings
3.01. Meetings of shareholders shall be held at any place within or
without the State of Alabama. In the absence of such designation, shareholders'
meetings shall be held at the principal office of the Corporation in Alabama.
Time of Annual Meeting - Business Transacted
3.02. The annual meeting of shareholders shall be held on the second
Tuesday of March of each year, at the hour of 1:30 p.m., provided, however, that
should said day
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fall upon a legal holiday, then at the same time on the next business day
thereafter. At such meetings Directors shall be elected, reports of the affairs
of the Corporation shall be considered, and any other business may be transacted
which is within the powers of the shareholders.
Calling of Special Meetings
3.03. On request in writing to the President, Vice President, or
Secretary, sent by registered mail or delivered to the officer in person, by any
persons entitled to call a meeting of shareholders, the Secretary of the
Corporation forthwith shall fix the date of the meeting and cause notice to be
given to the shareholders entitled to vote that a meeting will be held not less
than ten (10) days after the receipt of the request. Nothing contained in this
paragraph shall be construed as limiting, fixing, or affecting the time or date
when a meeting of shareholders called by action of the Board of Directors may be
held.
Persons Entitled to Call Special Meetings
3.04. Special meetings of the shareholders may be called at any time by
any of the following: the President; the Vice President entitled to exercise the
President's authority in case of the latter's absence, death, or disability or
the Board of Directors by action at a meeting
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or a majority acting without meetings. Persons holding twenty-five (25%) percent
of the outstanding shares entitled to vote at the meeting may also call special
meetings.
Notice of Meetings
3.05. Written notice of all meetings of shareholders shall be
delivered, either personally or by mail, addressed to the shareholder at his
address as it appears on the books of the Corporation or as supplied by him to
the Corporation for the purpose of notice, with postage thereon prepaid, by or
at the direction of the President, or the Secretary, or the officer or persons
calling the meeting; or, in case of his neglect or refusal, or if there is no
person charged with the duty of giving notice; by any Director or shareholder,
to each shareholder of record entitled to vote at such meeting.
Time of Notice
3.06. Notice of any meeting of shareholders shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting; or,
in case of a meeting being held for the purpose of consideration of a merger or
consolidation, not less than twenty (20) nor more than forty (40) days before
the date of the meeting. If mailed, such notice shall be deemed to be delivered
when
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deposited in the United States mail addressed to the shareholder at his address
as it appears on the books of the Corporation, with postage thereon prepaid.
Contents of Notice
3.07. Notice of any meeting of shareholders shall state the place, day,
and hour of the meeting. The notice shall also state the general nature of the
business to be transacted if it is a special meeting.
Notice of Adjourned Meeting
3.08. When a shareholders' meeting is adjourned for thirty (30) days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for less than thirty (30) days, it
is not necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat other than by announcement
at the meeting at which the adjournment is taken.
Quorum of Shareholders
3.09. A majority of the outstanding shares shall constitute a quorum at
a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes on the
matter being voted upon is
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required by statute, the Articles of Incorporation, or these Bylaws.
Adjournment for Lack or Loss of Quorum
3.10. In the absence of a quorum or with the withdrawal of enough
shareholders to leave less than a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares of the
holders present at such meeting, but no other business may be transacted.
Meetings at which Directors are to be elected may be adjourned for periods not
to exceed fifteen(15) days.
Record of Shareholders
3.11. The officer or agent having charge of the transfer book for
shares of the Corporation shall make at least ten (10) days before each meeting
of shareholders a complete record of shareholders, listing the shareholders
entitled to vote at such meeting arranged in alphabetical order with the address
of and the number of shares held by each, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
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inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
Voting of Shares
3.12. Each outstanding share shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders except as otherwise
provided in the Articles of Incorporation.
Voting by Voice and Ballot
3.13. Voting by shareholders in elections for Directors need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins.
Waiver of Notice
3.14. Whenever any notice whatever is required to be given a
shareholder under law or under the provision of the Articles of Incorporation or
Bylaws of the Corporation, a waiver thereof in writing signed by the shareholder
entitled to such notice, whether before or after the time for giving such
notice, shall be deemed equivalent to the giving of such notice; however, in the
case of special
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meetings, the business to be transacted and the purpose of the meeting shall be
stated in the waiver of notice.
Action Without Meeting
3.15. Any action required by law to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote at a meeting for such purpose and filed with the
Secretary of the Corporation.
Conduct of Meetings
3.16. At every meeting of the shareholders, the President, or, in his
absence, the officer designated by the President, or, in the absence of such
designation, such other person (who shall be one of the officers, if any is
present) chosen by a majority in interest of the shareholders of the Corporation
present in person and entitled to vote, shall act as Chairman. The Secretary of
the Corporation, or, in his absence, an Assistant Secretary, shall act as
Secretary of all meetings of the shareholders. In the absence at such meeting of
the Secretary or Assistant Secretary, the Chairman may appoint another person to
act as Secretary of the meeting.
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ARTICLE FOUR
DIRECTORS
Directors Defined
4.01. "Directors", when used in relation to any power or duty requiring
collective action means "Board of Directors."
Powers of Directors
4.02. The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board of Directors,
subject to limitation imposed by law, the State of Alabama Medical Licensure
Commission, the Articles of Incorporation, or these Bylaws as to action which
requires authorization or approval by the shareholders.
Number of Directors
4.03. The number of Directors of the Corporation shall be determined by
resolution of the shareholders entitled to vote.
Term of Office
4.04. The Directors shall be elected at each annual meeting of
shareholders or at a special meeting called for the purpose of electing
Directors, or the Directors may be designated at any time by the unanimous
written consent of the shareholders. Each Director shall hold office until
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the next annual meeting of the shareholders and until his successor is elected
or until his earlier resignation, removal from office, or death.
Vacancies
4.05. Vacancies in the Board of Directors shall exist in the case of
the happening of any of the following events: (a) the death or resignation of
any Director(s); (b) at any annual, regular, or special meeting of shareholders
at which any Director is elected, the shareholders fail to elect the full
authorized number of Directors to be voted for at that meeting; or (c) an
increase in the number of Directors.
Filling Vacancies
4.06. Any vacancy occurring in the Board of Directors shall be filled
by a majority of the remaining members of the Board though less than a quorum,
and each person so elected shall be a Director until his successor is elected by
the shareholders.
Compensation
4.07. The Board of Directors by the affirmative vote of a majority of
the Directors then in office and irrespective of any personal interest of any of
its members shall have authority to establish reasonable compensation of all
Directors for services to the
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Corporation as Directors, officers, or otherwise. Such compensation may include
pensions, disability benefits, and death benefits.
Conflict of Interest
4.08. Any contract or other transaction between the Corporation and any
of its Directors (or any corporation or firm in which any of its Directors is
directly or indirectly financially interested) shall be valid for all purposes
notwithstanding the presence of such Director at the meeting authorizing such
contract or transaction or his participation in such meeting. The foregoing
shall, however, apply only if the interest of each such director is known or
disclosed to the Board of Directors and it shall nevertheless authorize or
ratify such contract or transaction by a majority of the Directors present, each
such interested Director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry such vote. This
paragraph shall not be construed to invalidate any contract or transaction that
would be valid in the absence of this paragraph.
ARTICLE FIVE
DIRECTORS' MEETINGS
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Place of Meetings
5.01. All meetings of the Board of Directors shall be held at the
principal office of the Corporation or at such place within or without this
State as may be designated from time to time by a majority of the Directors or
as may be designated in the notice calling the meeting.
Regular Meetings
5.02. Regular meetings of the Board of Directors shall be held without
call or notice immediately following each annual meeting of the shareholders of
this Corporation and at such other times as the Directors may determine.
Call of Special Meeting
5.03. Special meetings of the Board of Directors of this Corporation
shall be called by the President, any Vice President, by any other officer, or
by any two Directors.
Notice of Special Meeting
5.04. Written notice of the time, place, and purpose of special
meetings of the Board of Directors shall be delivered personally to each
Director or sent to each Director by mail or by other form of written
communication at least seven (7) days before the meeting. If the address of a
Director is not shown on the records and is not readily ascertainable, notice
shall be addressed to him at
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the city or place in which the meetings of the Directors are regularly held.
Notice of the time and place of holding a meeting of an adjourned meeting need
not be given to absent Directors if the time and place are fixed at the meeting
adjourned.
Validation of Meeting Defectively Called or Noticed
5.05. The transactions of any meeting of the Board of Directors however
called and noticed or wherever held are as valid as though had at a meeting duly
held after regular call and notice if a quorum is present and if, either before
or after the meeting, each of the Directors not present signs a waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting. Attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Quorum
5.06. A majority of the number of Directors in office constitutes a
quorum of the Board for the transaction of business.
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Majority Action
5.07. Every act or decision done or made by a majority of the Directors
present at any meeting duly held at which a quorum is present is the act of the
Board of Directors. Each Director who is present at a meeting will be
conclusively presumed to have assented to the action taken at such meeting
unless his dissent to the action is entered on the minutes of the meeting; or,
where he is absent from the meeting, his written objection to such action is
promptly filed with the Secretary of the Corporation upon learning of the
action. Such right to dissent shall not apply to a Director who voted in favor
of such action.
Action by Consent of Board Without Meeting
5.08. Any action required by law to be taken at a meeting of the Board
of Directors or any other action which may be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof or by all the members of such
committee, as the case may be, and filed with the Secretary of the Corporation.
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Adjournment
5.09. In the absence of a quorum, a majority of the Directors present
may adjourn from time to time until the time fixed for the next regular meeting
of the Board.
Notice of Adjourned Meeting
5.10. Notice of the time and place of holding an adjourned meeting need
not be given to absent Directors if the time and place are fixed at the meeting
adjourned.
Conduct of Meetings
5.11. At every meeting of the Board of Directors, the Chairman of the
Board of Directors, if there shall be such an officer, and, if not, a chairman
chosen by a majority of the Directors present, shall preside. The Secretary of
the Corporation shall act as Secretary of the Board of Directors. In case the
Secretary shall be absent from any meeting, the Chairman may appoint any person
to act as Secretary of the meeting.
ARTICLE SIX
OFFICERS
Number and Titles
6.01. The officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer. The Corporation may also have, at the
discretion of the
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Board of Directors, one (1) or more additional Vice Presidents, one (1) or more
Assistant Secretaries, one (1) or more Assistant Treasurers, and such other
officers and assistant officers as may be appointed in accordance with the
provisions of Paragraph 6.03 of this Article. One (1) person may hold two (2) or
more offices.
Election
6.02. The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Paragraphs 6.03 or 6.05 of this
Article, shall be chosen annually by the Board of Directors, and each shall hold
his office until his resignation, removal, disqualification, death, or until his
successor shall be elected and qualified.
Subordinate Officers
6.03. The Board of Directors may appoint such other officers or agents
as may be deemed necessary, each of whom shall hold office for such period, have
such authority, and perform such duties in the management of the property and
affairs of the Corporation as may be provided in these regulations or as may be
determined by resolution of the Board of Directors not inconsistent herewith.
The Board of Directors may delegate to any officer or committee the
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power to appoint any such subordinate officers, committees, or agents to specify
their duties and determine their compensation.
Removal and Resignation
6.04. Any officer or agent may be removed by a majority vote by the
Board of Directors; provided, however, that such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any officer
may resign at any time by giving written notice to the Board of Directors or to
the President or to the Secretary of the Corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Vacancies
6.05. If the office of the President, Vice President, Secretary,
Treasurer, Assistant Secretary, or Assistant Treasurer becomes vacant by reason
of death, resignation, removal, or otherwise, the Board of Directors shall elect
a successor to such office.
President
6.06. The President shall be the chief executive officer of the
Corporation and shall, subject to the
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control of the Board of Directors, have general supervision, direction, and
control of the business and officers of the Corporation and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws. Within this authority and
in the course of his duties he shall:
Conduct Meetings
(1) Preside at all meetings of the shareholders and be ex officio a
member of all standing committees of the Corporation.
Sign Share Certificates
(2) Sign all shares of stock of the Corporation in conjunction with
the Secretary or Assistant Secretary, unless otherwise ordered by the Board of
Directors.
Execute Instruments
(3) When authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds, conveyances, notices, leases,
checks, drafts, bills of exchange, warrants, promissory notes, bonds,
debentures, contracts, and other papers and instruments in writing, and unless
the Board of Directors shall order otherwise by resolution, make such contracts
as the ordinary conduct of this Corporation's business may require.
Hire and Fire Employees
(4) Appoint and remove, employ and discharge, and prescribe the
duties and fix the compensation of all agents and employees of the Corporation
other than the duly appointed officers, subject to the approval of the Board of
Directors, and control, subject to the direction of the Board of Directors, all
of the officers, agents, and employees of the Corporation.
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Meeting of Other Corporations
(5) Unless otherwise directed by the Board of Directors, attend in
person or by substitute appointed by him or the Vice President, and the
Secretary or the Assistant Secretary, and act and vote on behalf of the
Corporation at all meetings of the Shareholders of any corporation in which this
Corporation holds stock.
Vice Presidents
6.07. In the absence or disability of the President, the Vice
Presidents, if more than one, in order of their rank as fixed by the Board of
Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers and perform such other duties as from time to time may
be prescribed for them respectively by the Board of Directors or the Bylaws.
Secretary
6.08. The Secretary shall:
Sign Share Certificates
(1) Sign, with the President or a Vice President, if there be such an
officer, certificates for shares of the Corporation.
Certify Regulations
(2) Certify and keep at the registered office or principal place of
business of the Corporation the original or a copy of its Bylaws, including all
amendments or alterations thereto.
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Minutes of Meetings
(3) Keep at the place where the Bylaws or a copy thereof are kept a
record of the proceedings of meetings of its Directors and shareholders, with
the time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares or members present or represented at the
shareholders meetings, and the proceedings thereof.
Sign or Attest Documents and Affix Seal
(4) Sign, certify, or attest such documents as may be required by law
or the business of the Corporation and keep the corporate seal, if any, and
affix it to such instruments as may be necessary or proper.
Notices
(5) See that all notices are duly given in accordance with the
provisions of these regulations or as required by law. In case of the absence or
disability of the Secretary, or his refusal or neglect to act, notice may be
given and served by an Assistant Secretary or by the President or Vice
Presidents, if any, or by the Board of Directors.
Custodian of Records and Seal
(6) Be custodian of the records and of the seal of the Corporation,
if any, and see that it is engraved, lithographed, printed, stamped, impressed
on, or affixed to all certificates for shares prior to their issuance and to all
documents, the execution of which, on behalf of the Corporation under its seal,
is duly authorized in accordance with the provisions of these Bylaws.
Share Register
(7) Keep at the place where the Bylaws or a copy thereof are kept or
at the office of the transfer agent or registrar a share register or duplicate
share register giving the names of the shareholders, their respective addresses,
and the number and classes of shares held by each. The Secretary shall also keep
appropriate, complete, and accurate books or records of account at the
Corporation's registered office or its principal place of
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business.
Reports and Statements
(8) See that the books, reports, statements, certificates, and all
other documents and records required by law are properly kept and filed.
Exhibit Records
(9) Exhibit at all reasonable times to proper persons on such terms
as are provided by law on proper application, the regulations, the share
register, and minutes of proceedings of the shareholders and Directors of the
Corporation.
Other Duties
(10) 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 Board of Directors.
Absence of Secretary
(11) In case of the absence or disability of the Secretary or his
refusal or neglect to act, the Assistant Secretary, or, if there is none, the
Treasurer, acting as Assistant Secretary, may perform all of the functions of
the Secretary. In the absence or inability to act, or refusal or neglect to act
of the Secretary, the Assistant Secretary, and Treasurer, any person thereunto
authorized by the President or Vice Presidents, if any, or by the Board of
Directors, may perform the functions of the Secretary.
Assistant Secretary
6.09. At the request of the Secretary, or, in his absence or
disability, the Assistant Secretary, designated as set forth in preceding
subparagraph 6.08(11) of these Bylaws shall perform all the duties of the
Secretary, and when so acting, he shall have all the powers of and be subject to
all the restrictions on the Secretary. The
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Assistant Secretary shall perform such other duties as from time to time may be
assigned to him by the Board of Directors or the Secretary.
Treasurer
6.10. The Treasurer shall:
Funds-Custody and Deposit
(1) Have charge and custody of and be responsible for all funds and
securities of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors.
Funds-Receipt
(2) Receive, and give receipt for, moneys due and payable to the
Corporation from any source whatever.
Funds-Disbursements
(3) Disburse, or cause to be disbursed, the funds of the Corporation
as may be directed by the Board of Directors, taking proper vouchers for such
disbursements.
Maintain Accounts
(4) Keep and maintain adequate and correct accounts of the
Corporation's properties and business transactions including account of its
assets, liabilities, receipts, disbursements, gains, losses, capital, surplus,
and shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital shall be classified according to
source and shown in a separate account.
Exhibit Records
(5) Exhibit at all reasonable times the books of account and records
of the Corporation to any Director, or to proper persons on such terms as are
provided by law, on proper application, during business hours at the office of
the Corporation where such books and records are kept.
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Reports to President and Directors
(6) When and as requested, render to the President and Directors
accounts of all his transactions as Treasurer and of the financial condition of
the Corporation.
Financial Report to Shareholders
(7) Upon the written request of any shareholder of the Corporation
and within fourteen (14) days thereafter, mail to such shareholder the
then-latest annual balance sheet and income statement of the Corporation. Such
financial statements shall have been prepared in accordance with generally
accepted accounting principles by an independent public or certified public
accountant.
Bond
(8) Give to the Corporation a bond, if required by the Board of
Directors, in a sum, and with one or more sureties, or a surety company
satisfactory to the Board, for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement, or removal from office, of all books, papers, vouchers,
money, and other property of whatever kind in his possession or under his
control belonging to the Corporation.
Other Duties
(9) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
Board of Directors.
Absence of Treasurer
(10) In case of the absence or disability of the Treasurer or his
refusal or neglect to act, the Assistant Secretary or the Secretary acting as
Assistant Treasurer may perform all of the functions of the Treasurer. In the
absence or inability to act, or refusal or neglect to act, of both the Treasurer
and the Secretary, any person thereunto authorized by the President or Vice
Presidents, if any, or by the Board of Directors may perform the functions of
the Treasurer.
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Assistant Treasurer
6.11. The Assistant Treasurer, if required so to do by the Board of
Directors, shall respectively give bonds for the faithful discharge of his
duties in such sums and with such sureties as the Board of Directors shall
require. At the request of the Treasurer, or, in his absence or disability, the
Assistant Treasurer designated as set forth in preceding subparagraph 6.10(10)
of these regulations shall perform all the duties of the Treasurer and when so
acting shall have all the powers of and be subject to all restrictions on the
Treasurer. He shall perform such other duties as from time to time may be
assigned to him by the Board of Directors or the Treasurer.
Salaries
6.12. The salaries of the officers shall be fixed from time to time by
the Board of Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE SEVEN
EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
Authority for Execution of Instruments
7.01. The Board of Directors, except as otherwise provided in these
Bylaws, may authorize any officer or
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officers, agent or agents, 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 to specific instances; and, unless so authorized, 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 for any sum of money or for any purpose.
Execution of Instruments
7.02 Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the Corporation,
promissory notes, mortgages, and other evidences of indebtedness of the
Corporation, and other corporate instruments or documents, and certificates of
shares of stock owned by the Corporation, shall be executed, signed, or endorsed
by the President or any Vice President and by the Secretary or the Treasurer, or
any Assistant Secretary or Assistant Treasurer, and may have the corporate seal,
if any, affixed thereto.
Bank Accounts and Deposits
7.03. All funds of the Corporation shall be deposited from time to time
to the credit of the Corporation with such banks, bankers, trust companies, or
other depositories as the Board of Directors may select or
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as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may be delegated from time to time by the Board
of Directors.
Endorsement Without Countersignature
7.04. Endorsements for deposit of commercial paper to the credit of the
Corporation in any of its duly authorized depositories may be made without
countersignature by the President or any Vice President, or the Treasurer or any
Assistant Treasurer, or by any other officer or agent of the Corporation to whom
the Board of Directors, by resolution, shall have delegated such power.
Signing of Checks and Drafts
7.05. Except as otherwise provided in these regulations, all checks,
drafts, or other order for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as shall be
determined from time to time by resolution of the Board of Directors.
ARTICLE EIGHT
ISSUANCE AND TRANSFER OF SHARES
Classes and Series of Shares
8.01. Subject to the provisions of its Articles of
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Incorporation, the Corporation may issue one (1) or more classes or series of
shares, or both, any of which classes or series may be with or without par
value, and with such other designations, preferences, qualifications,
privileges, limitations, options, conversion rights, and such special or
relative rights as are stated in said Articles of Incorporation. All shares
shall have the conversion, redemption, and other rights, preferences,
qualifications, limitations, and restrictions as are stated in the Articles of
Incorporation. If a class is divided into series, all the shares of any one
series shall have the same conversion, redemption, and other rights,
preferences, qualifications, limitations, and restrictions. Each outstanding
share, regardless of class, shall be entitled to one (1) vote on each matter
submitted to a vote at a meeting of shareholders.
Certificates for Fully Paid Shares
8.02. Neither shares nor certificates representing such shares may be
issued by the Corporation until the full amount of the consideration has been
paid. When such consideration has been paid to the Corporation, the certificate
representing such shares shall be issued to the shareholder.
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Consideration for Shares
8.03. The consideration for the issuance of shares may be paid, in
whole or in part, in money, in other property actually received, tangible or
intangible, or in labor performed for the Corporation.
Contents of Share Certificates
8.04. Certificates for shares shall be of such form and style, printed
or otherwise, as the Board of Directors may designate, and each certificate
shall state all of the following facts:
(1) That the Corporation is organized under the laws of the
State of Alabama.
(2) The name of the registered holder of the shares
represented by the certificate.
(3) The number and class of shares and the designation of
the series, if any, which such certificate represents;
(4) The par value of each share represented by such
certificate or a statement that the shares are without par value.
Shares in Classes or Series
8.05. If the Corporation is authorized to issue
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shares of more than one class, the certificate shall set forth, either on the
face or back of the certificate, or shall state that the Corporation will
furnish to any stockholder upon request and without charge a full statement or a
summary of all of the designations, preferences, limitations and relative rights
and preferences between the shares of each such series so far as the same have
been fixed and determined, and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series.
Restrictions on Transfer
8.06. Any restrictions imposed by the Corporation on the sale or other
disposition of its shares and on the transfer thereof must be noted
conspicuously on each certificate representing shares to which the restriction
applies.
Preemptive Rights
8.07. A full summary of statement of any limitations or denials of
preemptive rights of a shareholder to acquire unissued shares of the Corporation
must be set forth on the face or back of the certificate representing shares
subject thereto.
Incorporation by Reference
8.08. In lieu of setting forth a full summary or
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statement of any provision, other than restrictions on transfer, on the face or
back of the certificate, such statement may be omitted from the certificate if
it shall be set forth upon the face or back of the certificate that such
statement, in full, will be furnished by the Corporation to any shareholder
without charge within five (5) days of receiving a written request therefore.
Signing Certificates-Facsimile Signatures
8.09. All share certificates shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary of the Corporation. If a
certificate is countersigned by a transfer agent or registrar, other than the
Corporation itself or its employee, any other signatures or countersignatures on
the certificate may be facsimiles. In case any officer of the transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer of the Corporation, or an officer or
employee of the transfer agent or registrar before such certificate is issued,
the certificate may be issued by the Corporation with the same effect as if the
officer of the Corporation, or the officer or employee of the transfer agent or
registrar had not ceased to be such at the date of its issue.
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ARTICLE NINE
CORPORATE RECORDS, REPORTS, AND SEAL
Minutes of Corporate Meetings
9.01. The Corporation shall keep at its principal place of business a
book of minutes of all meetings of its Board of Directors and of its
shareholders with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at Directors' meetings, the number of shares or members present or
represented at shareholders' meetings, and the proceedings thereof.
Books of Account
9.02. The Corporation shall keep and maintain at its principal place of
business adequate and correct accounts of its properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares. Any surplus,
including earned surplus, capital surplus, and surplus arising from a reduction
of stated capital, shall be classified according to source and shown in a
separate account.
Share Register
9.03. The Corporation shall keep at its principal place of business or
at the office of its transfer agent
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domestic or foreign. Such inspection by a Director may be made in person or by
agent or attorney, and the right of inspection includes the right to make
extracts.
Fiscal Year
9.06. The fiscal year of the Corporation shall be as determined by the
Board of Directors.
Corporate Seal
9.07. The Board of Directors may, but need not, adopt, use, and
thereafter alter, a corporate seal.
ARTICLE TEN
AMENDMENT OF BYLAWS
Bylaws may be altered, amended, or repealed, and new Bylaws may
be adopted either by the vote or the written assent of shareholders entitled to
exercise a majority of the voting power of the corporation or by the Board of
Directors, provided that such Bylaws as adopted or amended are not in conflict
with the Articles of Incorporation or with law.
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