<Page>
EXHIBIT 3.89
JOHN H. PARKER, JR., M.D., F.C.A.P., INC.
---------------------------
AMENDED AND RESTATED BYLAWS
---------------------------
<Page>
AMENDED AND RESTATED BYLAWS
OF
JOHN H. PARKER, JR., M.D., F.C.A.P., INC.
1. OFFICES
1.1. REGISTERED OFFICE
The initial registered office of the Corporation shall be in Lowdnes,
Mississippi, and the initial registered agent in charge thereof is John H.
Parker, Jr., 306 Hospital Drive, Columbus, Mississippi 39701.
1.2. OTHER OFFICES
The Corporation may also have offices at such other places, both within and
without the State of Mississippi, as the Board of Directors may from time to
time determine or as may be necessary or useful in connection with the business
of the Corporation.
2. MEETINGS OF SHAREHOLDERS
2.1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President.
2.2. ANNUAL MEETINGS
The Corporation shall hold annual meetings of shareholders, commencing with
the year 2001, on such date and at such time as shall be designated from time to
time by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President, at which shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.
2.3. SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President, and shall
be called by the Chief Executive Officer, the President or the Secretary at the
request in writing of shareholders possessing at least a majority of the voting
power of the issued and outstanding voting stock of the
<Page>
Corporation entitled to vote generally for the election of directors. Such
request shall include a statement of the purpose or purposes of the proposed
meeting.
2.4. NOTICE OF MEETINGS
Notice of any meeting of shareholders, stating the place, date and hour of
the meeting, and (if it is a special meeting) the purpose or purposes for which
the meeting is called, shall be given to each shareholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not required by
the Mississippi Business Corporation Act (the "Act") or these Bylaws). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, Section 79-4-7.05 (or any successor section) of the Act.
2.5. WAIVERS OF NOTICE
Whenever the giving of any notice is required by statute, the Articles of
Incorporation of the Corporation (which shall include any amendments thereto and
shall be hereinafter referred to as so amended as the "Articles of
Incorporation") or these Bylaws, a waiver thereof, in writing and delivered to
the Corporation, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance of a shareholder at a meeting shall
constitute a waiver of notice (a) of such meeting, except when the shareholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) (if it is a special meeting) of consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter at the beginning of the meeting.
2.6. BUSINESS AT SPECIAL MEETINGS
Business transacted at any special meeting of shareholders shall be limited
to the purposes stated in the notice (except to the extent that such notice is
waived or is not required as provided in the Act or these Bylaws).
2.7. LIST OF SHAREHOLDERS
After the record date for a meeting of shareholders has been fixed, at
least ten days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all shareholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place in the city where the meeting
is to be held, which place is to be specified in the notice of the meeting, or
at the place where the meeting is to be held. Such list shall also, for the
duration of the meeting, be produced and kept
-2-
<Page>
open to the examination of any shareholder who is present at the time and place
of the meeting.
2.8. QUORUM AT MEETINGS
Shareholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Articles of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting, and who are present in person or represented by
proxy, shall constitute a quorum at all meetings, of the shareholders for the
transaction of business. Where a separate vote by a class or classes is
required, the holders of a majority of the outstanding shares of such class or
classes, who are present in person or represented by proxy, shall constitute a
quorum entitled to take action on that matter. Once a share is represented for
any purpose at a meeting (other than solely to object (a) to holding the meeting
or transacting business at the meeting, or (b) (if it is a special meeting) to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice), it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.
2.9. VOTING AND PROXIES
Unless otherwise provided in the Act or in the Articles of Incorporation,
and subject to the other provisions of these Bylaws, each shareholder shall be
entitled to one vote on each matter, in person or by proxy, for each share of
the Corporation's capital stock that has voting power and that is held by such
shareholder. No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed appointment
of proxy shall be irrevocable if the appointment form states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.
2.10. REQUIRED VOTE
When a quorum is present at any meeting of shareholders, all matters shall
be determined, adopted and approved by the affirmative vote (which need not be
by ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statute or the Articles of Incorporation, a different vote is specified and
required, in which case such express provision shall govern and control the
decision of such question. Where a separate vote by a class or classes is
required and a quorum exists with respect to such class or classes, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class, unless the proposed action is one upon which, by express
provision of statute or the Articles of Incorporation, a different vote is
specified and
-3-
<Page>
required, in which case such express provision shall govern and control the
decision of such question. Notwithstanding the foregoing, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.
2.11. ACTION WITHOUT A MEETING
Any action required or permitted to be taken at a shareholders' meeting may
be taken without a meeting, without prior notice and without a vote, if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Corporation in the manner prescribed by the Act for inclusion
in the minute book.
3. DIRECTORS
3.1. POWERS
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Articles of Incorporation or as otherwise may be
provided in the Act. The Board of Directors may elect a Chairman of the Board
from among its members and shall designate, when present, either the Chairman of
the Board (if any), the Chief Executive Officer or the President to preside at
its meetings. If neither the Chairman of the Board, the Chief Executive Officer
nor the President is present, the Board of Directors may designate another
director to preside at such meeting. The Chairman of the Board, the Chief
Executive Officer and the President may be the same person. The Board of
Directors may also elect one or more Vice Chairmen from among its members, with
such duties as the Board of Directors shall from time to time prescribe.
3.2. NUMBER, ELECTION AND TERM OF OFFICE
The number of directors constituting the Board of Directors shall be as
authorized from time to time by resolution of the shareholders or of the Board
of Directors. Directors shall be elected at annual meetings of the shareholders,
except as provided in Section 3.3 hereof, and each director elected shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. Directors need not be shareholders. Each
director shall be entitled to one vote per director on all matters voted or
acted upon by the Board of Directors.
3.3. VACANCIES
Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by the affirmative vote of
directors having a
-4-
<Page>
majority of the total votes of the directors then in office, although fewer than
a quorum, or by a sole remaining director. Each director so chosen shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. In the event that one or more directors
resigns from the Board, effective at a future date, directors having a majority
of the total votes of 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, and
each director so chosen shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal.
3.4. MEETINGS
3.4.1. REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors. A meeting of the Board of Directors for the election of
officers and the transaction of such other business as may come before it may be
held without notice immediately following the annual meeting of shareholders.
3.4.2. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chairman of the
Board, the Chief Executive Officer or the President on one day's notice to each
director, either personally or by telephone, express delivery service (so that
the scheduled delivery date of the notice is at least one day in advance of the
meeting), telegram or facsimile transmission, or on five days' notice by mail
(effective upon deposit of such notice in the mail). The notice need not
describe the purpose of the special meeting but shall indicate the date, time
and place of the special meeting.
3.4.3. TELEPHONE MEETINGS
Members of the Board of Directors may participate in a meeting of the
Board of Directors by any communication by means of which all participating
directors can hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
3.4.4. ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the action is taken by all
members of the Board of Directors. The action must be evidenced by one or more
written consents describing the action taken, signed by each director, and
delivered to the Corporation for inclusion in the minute book.
-5-
<Page>
3.4.5. WAIVER OF NOTICE OF MEETING
A director may waive any notice required by statute, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
3.5. QUORUM AND VOTE AT MEETINGS
At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of the presence of directors having at least a majority of
the total votes of the total number of directors constituting the entire Board
of Directors. The affirmative vote of directors having a majority of the total
votes of directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, the Articles of Incorporation or these Bylaws.
3.6. COMMITTEES OF DIRECTORS
The Board of Directors may, by resolution passed by the affirmative vote of
directors having a majority of the total votes of the total number of directors
constituting the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member of a committee is absent from any meeting,
or disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by unanimous vote, appoint another member of the Board of Directors
to act at the meeting in the place of such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation pursuant to Sections 79-4-11.01 or 79-4-11.07 of the
Act, recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws; and unless the resolutions, these Bylaws or the Articles
of Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 79-4-11.04 of the Act.
Such committee or committees shall have such name or
-6-
<Page>
names as may be determined from time to time by resolution adopted by the Board
of Directors. Unless otherwise specified in the resolution of the Board of
Directors designating the committee, at all meetings of each such committee of
directors, a majority of the total votes of the total number of members of the
committee shall constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the total votes of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors, when required. A director serving as
a member of a committee shall have the same number of votes as such director has
with respect to matters voted or acted upon by the Board of Directors, as
specified in the Articles of Incorporation. The Board of Directors may at any
time, by resolution passed by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors, discharge any committee, change the membership of any
committee, fill vacancies occurring in any committee or remove any member of any
committee, with or without cause.
3.7. COMPENSATION OF DIRECTORS
The Board of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
3.8. RESIGNATION
A director may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the President or the Secretary.
Unless otherwise stated in such notice of resignation, the acceptance thereof
shall not be necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.
4. OFFICERS
4.1. POSITIONS
The officers of the Corporation shall be a Chief Executive Officer, a
President, a Treasurer and a Secretary. The Board of Directors may elect or
appoint, or provide for the appointment of, such other officers (including a
Chairman of the Board, one or more Vice Chairmen, a Chief Financial Officer, one
or more Vice Presidents in such gradation as the Board of Directors may
determine, one or more Assistant Secretaries and one or more Assistant
Treasurers) or agents as may from time to time appear necessary or advisable in
the conduct of the business and affairs of the Corporation. Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may he held
by the same person. Each of the Chairman of the Board (if
-7-
<Page>
any), the Chief Executive Officer, the President, the Chief Financial Officer
(if any), and/or any Vice President may execute bonds, mortgages, notes,
contracts and other documents on behalf of the Corporation, except as otherwise
required by law and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.
4.2. CHAIRMAN OF THE BOARD
The Chairman of the Board, if any, shall (when present) preside at all
meetings of the Board of Directors and shareholders and shall ensure that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman of the Board, if any, shall in general perform all duties incident to
such office, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors.
4.3. CHIEF EXECUTIVE OFFICER
The Chief Executive Officer of the Corporation shall have overall executive
responsibility and authority for management of the business, affairs and
operations of the Corporation (subject to the authority of the Board of
Directors), and, in general, shall perform all duties incident to the office of
a chief executive officer of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.
4.4. PRESIDENT
The President of the Corporation, together with the Chief Executive
Officer, shall have general responsibility and authority for management of the
business, affairs and operations of the Corporation (subject to the authority of
the Board of Directors), and, in general, shall perform all duties incident to
the office of a president of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.
4.5. CHIEF FINANCIAL OFFICER
The Chief Financial Officer of the Corporation, if any, shall have general
charge and supervision of the financial affairs of the Corporation, including
budgetary, accounting and statistical methods, and shall approve for payment, or
designate others serving under him or her to approve for payment, all vouchers
and warrants for disbursements of funds, and, in general, shall perform such
other duties as are incident to the office of a chief financial officer of a
corporation, including those duties customarily performed by persons occupying
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors, the Chief Executive Officer or
the President.
-8-
<Page>
4.6. VICE PRESIDENT
In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice President
or Vice Presidents, in general, shall perform such other duties as are incident
to the office of a vice president of a corporation, including those duties
customarily performed by persons occupying such office, and shall perform such
other duties as, from time to time, may be assigned to him or her or them by the
Board of Directors, the Chief Executive Officer or the President. The Board of
Directors may designate one or more Vice Presidents as Executive Vice Presidents
or Senior Vice Presidents.
4.6. Secretary
The Secretary, or an Assistant Secretary, shall attend all meetings of the
Board of Directors and all meetings of the shareholders, and shall record all
the proceedings of the meetings of the shareholders and of the Board of
Directors in a book to be kept for that purpose, and shall perform like duties
for the standing committees, when required. The Secretary shall have custody of
the corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President. The Secretary, or an Assistant Secretary, shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and, in general, shall perform all duties as are incident to
the office of a secretary of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer or any
Vice President.
4.7. ASSISTANT SECRETARY
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act or when requested by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President, perform the duties and exercise the powers of the Secretary, and, in
general, shall perform all duties as are incident to the office of an assistant
secretary of a
-9-
<Page>
corporation, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her or them by the Board of Directors, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President or the
Secretary. An Assistant Secretary may or may not be an officer, as determined by
the Board of Directors.
4.8. TREASURER
The Treasurer shall have responsibility for the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall also render to the Chief Executive Officer or the President,
upon request, and to the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all financial transactions and of
the financial condition of the Corporation and, in general, shall perform such
duties as are incident to the office of a treasurer of a corporation, including
those customarily performed by persons occupying such office, and shall perform
all other duties as, from time to time, may be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President.
4.9. ASSISTANT TREASURER
The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer,
and, in general, shall perform all duties as are incident to the office of an
assistant treasurer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her or them by the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President or the Treasurer. An Assistant Treasurer may or may
not be an officer, as determined by the Board of Directors.
4.10. TERM OF OFFICE
The officers of the Corporation shall hold office until their successors
are chosen and qualify or until their earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors.
-10-
<Page>
4.11. COMPENSATION
The compensation of officers of the Corporation shall be fixed by the Board
of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.
4.12. FIDELITY BONDS
The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.
5. CAPITAL STOCK
5.1. CERTIFICATES
The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President, and by the Treasurer, the Secretary or any
Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
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 such person were such officer, transfer agent or registrar at
the date of issue.
5.2. LOST CERTIFICATES
The Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer or the Secretary may direct
a new certificate of stock to be issued in place of any certificate theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming that the
certificate of stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the Board of Directors or any such officer may,
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the Board of Directors
or such officer shall require and/or to give the Corporation a bond or
indemnity, in such sum or on such terms and conditions as the Board of Directors
or such officer may direct, as indemnity against any claim that may be
-11-
<Page>
made against the Corporation on account of the certificate alleged to have been
lost, stolen or destroyed or on account of the issuance of such new certificate.
5.3. RECORD DATE
5.3.1. ACTIONS BY SHAREHOLDERS
In order that the Corporation may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date for the adjourned meeting.
In order that the Corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Act, shall be at the close of business on the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in the manner prescribed by Section
79-4-7.04(a) of the Act. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Act, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
5.3.2. PAYMENTS
In order that the Corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
-12-
<Page>
shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
5.4. SHAREHOLDERS OF RECORD
The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be required by the Act.
6. INDEMNIFICATION
SECTION 6.1 DEFINITIONS
As used in this Section 6, the term:
(a) "Corporation" includes any domestic or foreign predecessor entity of
the Corporation in a merger.
(b) "Director" or "officer" means an individual who is or was a director or
board-appointed officer, respectively, of the Corporation or who, while a
director or officer of the Corporation, is or was serving at the Corporation's
request as a director, officer, partner, trustee, employee, or agent of another
domestic or foreign corporation, partnership, joint venture, trust, employee
benefit plan or other entity. A director or officer is considered to be serving
an employee benefit plan at the Corporation's request if his or her duties to
the Corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. "Director" or "officer" includes, unless the context otherwise requires,
the estate or personal representative of a director or officer.
(c) "Disinterested director" or "disinterested officer" means a director or
officer, respectively, who at the time of a vote referred to in subsection
6.5(b), 6.5(c) or 6,7(a) is not:
(i) a party to the proceeding; or
(ii) an individual having a familial, financial, professional or
employment relationship with the person whose indemnification or advance
for expenses is the subject of the decision being made, which relationship
would, in the circumstances, reasonably be expected to exert an influence
on the director's or officer's judgment when voting on the decision being
made.
(d) "Expenses" includes counsel fees.
-13-
<Page>
(e) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan) or reasonable expenses incurred with respect to a proceeding.
(f) "Official capacity" means:
(i) when used with respect to a director, the office of director in
the Corporation; and
(ii) when used with respect to an officer, the office in the
Corporation held by the officer.
Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.
(g) "Party" includes an individual who was, is, or is threatened to be made
a defendant or respondent in a proceeding.
(h) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.
SECTION 6.2 BASIC INDEMNIFICATION ARRANGEMENT
(a) Except as provided in subsection 6.2(d), the Corporation shall
indemnify an individual who is a party to a proceeding because he or she is a
director or officer against liability incurred in the proceeding if:
(i) he or she conducted himself or herself in good faith; and
(ii) he or she reasonably believed:
(A) in the case of conduct in his or her official capacity, that his
or her conduct was in the best interests of the Corporation; and
(B) in all other cases, that his or her conduct was at least not
opposed to the best interests of the Corporation; and
(C) in the case of any criminal proceeding, that he or she had no
reasonable cause to believe his or her conduct was unlawful; or
-14-
<Page>
(iii) he or she engaged in conduct which broader indemnification has
been made permissible or obligatory under a provision of the Articles of
Incorporation.
(b) A director's or officer's conduct with respect to an employee benefit
plan for a purpose he or she reasonably believed to be in the interest of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection 6.2(a)(ii)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director or officer did not meet the relevant
standard of conduct described in subsection 6.2(a).
(d) Unless ordered by a court under Section 6.4, the Corporation may not
indemnify a director or officer under this Section 6:
(i) in connection with a proceeding by or in the right of the
Corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director or officer has met the
relevant standard of conduct under subsection 6.2(a); or
(ii) in connection with any proceeding with respect to conduct for
which he or she was adjudged liable on the basis that he or she received a
financial benefit to which he or she was not entitled, whether or not
involving action in his or her official capacity.
SECTION 6.3 ADVANCES FOR EXPENSES
(a) The corporation shall, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because he or she is a
director or officer if he or she delivers to the Corporation:
(i) a written affirmation of his or her good faith belief that he or
she has met the relevant standard of conduct described in subsection 6.2(a)
or that the proceeding involves conduct for which liability has been
eliminated under a provision of the Corporation's Articles of
Incorporation; and
(ii) his or her written undertaking to repay any funds advanced if he
or she is not entitled to mandatory indemnification under this Section 6 or
the Act and it is ultimately determined under subsection 6.4 or 6.5 that he
or she has met the relevant standards of conduct described in subsection
6.2.
(b) The undertaking required by subsection 6.3(a)(ii) must be an unlimited
general obligation of the director or officer but need not be secured and may be
accepted without reference to the financial ability of the director or officer
to make repayment.
-15-
<Page>
SECTION 6.4 COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES
(a) A director or officer who is a party to a proceeding because he or she
is a director or officer may apply for indemnification or an advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. Pursuant to Section 79-4-8.54 of the Act, after receipt of an
application and after giving any notice it considers necessary, the court shall:
(i) order indemnification if the court determines that the director or
officer is entitled to mandatory indemnification under Section 79-4-8.52 of
the Act;
(ii) order indemnification or advance for expenses if the court
determines that the director or officer is entitled to indemnification or
advance for expenses pursuant to a provision authorized by Section
79-4-8.58(a) of the Act; or
(iii) order indemnification or advance for expenses if the court
determines, in view of all the relevant circumstances, that it is fair and
reasonable:
(A) to indemnify the director or officer, or
(B) to advance expenses to the director or officer, even if he
or she has not met the relevant standard of conduct set
forth in subsection 6.2(a), failed to comply with the
requirements for advance of expenses, or was adjudged liable
in a proceeding referred to in subsection 6.2(d), but if he
or she was adjudged so liable, his or her indemnification
shall be limited to reasonable expenses incurred in
connection with the proceeding.
(b) If the court determines that the director or officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or officer's reasonable expenses incurred in connection with
obtaining court-ordered indemnification or advance for expenses.
SECTION 6.5 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION
(a) The corporation acknowledges that indemnification of a director or
officer under Section 6.2 has been pre-authorized by the Corporation as
permitted by Section 79-4-8.58 of the Act. Nevertheless, the Corporation shall
not indemnify a director or officer under Section 6.2 unless a determination has
been made for the specific proceeding that indemnification of the director or
officer is permissible because he or she has met the relevant standard of
conduct set forth in subsection 6.2(a); provided, however, that regardless of
the result or absence of any such determination, the Corporation shall indemnify
a director or officer who was wholly successful, on the merits or otherwise, in
the
-16-
<Page>
defense of any proceeding to which he or she was a party because he or she was a
director or officer of the Corporation against reasonable expenses incurred by
the director or officer in connection with the proceeding.
(b) The determination referred to in subsection 6.5(a) shall be made:
(i) if there are two or more disinterested directors, by the Board of
Directors of the Corporation by a majority vote of all disinterested
directors (a majority of whom shall for such purpose constitute a quorum)
or by a majority of the members of a committee of two or more disinterested
directors appointed by such a vote;
(ii) by special legal counsel:
(A) selected in the manner prescribed in paragraph (i) of this
subsection 6.5(b); or
(B) if there are fewer than two disinterested directors,
selected by the Board of Directors (in which selection
directors who do not qualify as disinterested directors may
participate), or
(iii) by the shareholders, but shares owned by or voted under the
control of a director or officer who at the time does not qualify as a
disinterested director or disinterested officer may not be voted on the
determination.
(c) As acknowledged above, the Corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a determination
for a specific proceeding that the director or officer met the relevant standard
of conduct under subsection 6.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
Corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer for a
specific proceeding shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 6.5(b), except that
if there are fewer than two disinterested directors or if the determination is
made by special legal counsel, evaluation as to reasonableness of expenses shall
be made by those entitled under subsection 6.5(b)(ii)(B) to select special legal
counsel.
SECTION 6.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS
The corporation may indemnify and advance expenses under this Section 6 to
an employee or agent of the Corporation who is not a director or officer to the
extent, consistent with public policy, that such indemnification and advances
may be provided to a director or officer.
-17-
<Page>
SECTION 6.7 SHAREHOLDER APPROVED INDEMNIFICATION.
(a) If authorized by the Articles of Incorporation or a bylaw, contract or
resolution approved or ratified by shareholders of the Corporation by a majority
of the votes entitled to be cast, the Corporation may indemnify or obligate
itself to indemnify a director or officer made a party to a proceeding,
including a proceeding brought by or in the right of the Corporation, without
regard to the limitations in other sections of this Section 6, but shares owned
or voted under the control of a director or officer who at the time of such
authorization does not qualify as a disinterested director or disinterested
officer with respect to any existing or threatened proceeding that would be
covered by the authorization may not be voted on the authorization.
(b) The corporation shall not indemnify a director or officer under this
Section 6.7 for any liability incurred in a proceeding in which the director or
officer is adjudged liable to the Corporation or is subjected to injunctive
relief in favor of the Corporation:
(i) for the amount of a financial benefit received by a director to
which he or she is not entitled;
(ii) for an intentional infliction of harm on the Corporation or the
shareholders;
(iii) for a violation of Section 79-4-8.33 of the Act; or
(iv) for an intentional violation of criminal law.
(c) Where approved or authorized in the manner described in subsection
6.7(a), the Corporation may advance or reimburse expenses incurred in advance of
final disposition of the proceeding only if:
(i) the director or officer furnishes the Corporation a written
affirmation of his or her good faith belief that his or her conduct does
not constitute behavior of the kind described in subsection 6.7(b); and
(ii) the director or officer furnishes the Corporation a written
undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Section 6.
SECTION 6.8 INSURANCE
The corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the Corporation or
who, while a director, officer, employee or agent of the Corporation, serves at
the Corporation's request as a
-18-
<Page>
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity against liability asserted against or incurred by him or her in
that capacity or arising from his or her status as a director, officer, employee
or agent, whether or not the Corporation would have power to indemnify or
advance expenses to him or her against the same liability under this Section 6
or the Act.
SECTION 6.9 WITNESS FEES
Nothing in this Section 6 shall limit the Corporation's power to pay or
reimburse expenses incurred by a director or officer in connection with his or
her appearance as a witness in a proceeding involving the Corporation at a time
when he or she is not a party.
SECTION 6.10 REPORT TO SHAREHOLDERS
To the extent and in the manner required by the Act from time to time, if
the Corporation indemnifies or advances expenses to a director or officer in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance to the shareholders
SECTION 6.11 AMENDMENTS; SEVERABILITY
No amendment, modification or rescission of this Section 6, or any
provision hereof, the effect of which would diminish the rights to
indemnification or advancement of expenses as set forth herein shall be
effective as to any person with respect to any action taken or omitted by such
person prior to such amendment, modification or rescission. In the event that
any of the provisions of this Section 6 (including any provision within a single
section, subsection, division or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Section 6 shall remain enforceable to the fullest extent
permitted by law.
7. GENERAL PROVISIONS
7.1. INSPECTION OF BOOKS AND RECORDS
Any shareholder, in person or by attorney or other agent, shall upon
written demand under oath stating the purpose thereof, have the right during
usual business hours to inspect for any proper purpose the Corporation's stock
ledger, a list of its shareholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a shareholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand under oath shall be directed to the Corporation at its
registered office or at its principal place of business.
-19-
<Page>
7.2. DIVIDENDS
The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation and the
laws of the State of Mississippi.
7.3. RESERVES
The directors of the Corporation may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.
7.4. EXECUTION OF INSTRUMENTS
All checks, drafts or other orders for the payment of money, and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
7.5. FISCAL YEAR
The fiscal year of the Corporation shall initially be the calendar year
ending December 31, but may be changed at any time and from time to time by
resolution of the Board of Directors.
7.6. SEAL
The corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
7.7. PRONOUNS
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person
or entity may require.
7.8. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the shareholders or the Board of Directors.
7.9. CONFLICT WITH MISSISSIPPI BUSINESS CORPORATION ACT
In the event that any provision of these bylaws conflicts with any
provision of the Act, the provision in the Act will govern.
- 20 -